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RAVE RESTAURANT GROUP, INC.

For the period ended Jun 28, 2026. Filed Sep 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 24, 2026

RAVE$2.10-2.8%Stored close · as of Nov 10, 2026

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Item 3. LEGAL PROCEEDINGS

On August 31, 2026, the Company’s Chief Executive Officer, Mr. Brandon Solano, delivered email correspondence (the “Solano Correspondence”) to the Chairman of the Company’s Audit Committee, Mr. William C. Hammett, Jr. to “formally complain about workplace harassment and discrimination by RAVE Restaurant Group’s Board of Directors, the Compensation Committee members, and Chairman Mark Schwarz.” The Solano Correspondence claimed harassment, intimidation, and threats, resulting in the Company’s failure to increase Mr. Solano’s annual base salary.

The Solano Correspondence included a request for the Company to conduct “an investigation by an outside investigator to address these concerns” (an “Independent Investigation”). Solano also claimed that he had “filed a complaint with the Civil Rights Division of the Texas Workforce Commission due to the discrimination I have endured from RAVE’s board” (the “Texas Workforce Claim”). The Company engaged the Hagan Law Group on September 1, 2026, to conduct the Investigation. As of the date of this report, we have not received any notification, written or otherwise, from the Texas Workforce Commission regarding the Texas Workforce Claim, so we are unable to assess Mr. Solano’s claims at this time on anything other than the Solano Correspondence and the advice we have received from the Hagan Law Group.

Many of the claims set forth in the Solano Correspondence relate to Mr. Solano’s assertion the Company has denied him salary increases enjoyed by other RAVE employees and Executive Team members based on his race and national origin (the “Discriminatory Compensation Claims”). In the context of the Discriminatory Compensation Claims asserted by Mr. Solano, we believe it material to provide the following facts regarding Mr. Solano’s compensation history.

Fiscal Year 2026. On October 20, 2025, the Rave Restaurant Group Compensation Committee passed a resolution to increase Mr. Solano’s salary to $370,000 per annum, with a proportional increase in his associated target bonus opportunity and restricted stock unit grants. The increased salary, bonus potential, and restricted stock grants were effective as of the first regular pay date after October 21, 2025 (the “Fiscal 2026 Compensation Increase*”).*Mr. Solano emailed our Chairman on August 26, 2026, with a request for a significant increase in his combined salary, bonus, and equity compensation as well as to be appointed as a member of the Company’s Board of Directors (the “Requested Compensation Increase”). Mr. Schwarz initiated a phone conversation with Mr. Solano the next day, August 27, 2026 where Mr. Schwarz indicated to Solano that his Requested Compensation Increase beginning Fiscal Year 2027 and increasing 2.5 times to $2.3 million annually for Fiscal Year 2029 could be discussed at the Board’s upcoming meeting, but that for Mr. Schwarz such a request was a “non-starter”. Four days later, the Solano Correspondence was delivered to the Company.

Fiscal Years 2020-2025. For additional context, we have provided historic compensation information regarding Mr. Solano’s summary compensation prior to the Fiscal Year 2026 Compensation Increase for the Company’s fiscal years 2020-2025, as reported in the Company’s publicly filed proxy statements on Schedule 14A:

Fiscal YearSalaryBonusStockAwardsAll OtherCompensationTotalCompensation
2025$350,000$244,195$179,157$6,900$780,252
2024350,000317,667175,391-843,058
2023350,000276,900259,473327886,700
2022350,000329,163143,7507,000829,913
2021350,000262,50067,5312,400682,431
2020230,25290,257--320,509

Total compensation in the amount of $4.3 million beginning with the partial year worked in Fiscal Year 2020, which does not include additional compensation received during the Fiscal Year 2026 and Fiscal Year 2027 to date.

Employment Agreement. Mr. Solano has an employment letter with the Company (the “Solano Agreement”) confirming his employment as Chief Executive Officer of the Company. The Solano Agreement provides for at-will employment at an annual base salary, subject to adjustment over time, which is currently $370,000. The Solano Agreement also provides for incentive compensation of up to $555,000 or 150% of base annual salary split equally between annual cash bonus and restricted stock units granted under the Company’s 2015 Long Term Incentive Plan, which continued under the 2025 LTIP Plan. Restricted stock units represent the right to receive shares of common stock upon satisfaction of vesting requirements and performance conditions over a period of three fiscal years. Mr. Solano is also entitled to other typical benefits generally available to senior executives of the Company. The Solano Agreement also contains a covenant not to compete which precludes Mr. Solano from engaging in any pizza restaurant business for a period of 12 months after the termination of his employment, as well as non-disclosure, non-solicitation, and other common employment covenants.

The Board takes any claim of harassment or discrimination very seriously and is reviewing the available information and will determine what actions, if any, are warranted after the Independent Investigation is completed and we have had the opportunity to review and respond to the Texas Workforce Claim.

In addition to the foregoing, the Company is subject to various claims and contingencies related to employment agreements, franchise disputes, lawsuits, taxes, food product purchase contracts and other matters arising out of the normal course of business. Management believes that any such claims and actions currently pending are either covered by insurance or would not have a material adverse effect on the Company’s annual results of operations or financial condition if decided in a manner that is unfavorable to the Company.

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