RED ROBIN GOURMET BURGERS INC

2. Pro Forma Adjustments

The transaction accounting adjustments reflected in the unaudited pro forma condensed consolidated financial information are described below. The adjustments are based on currently available information and assumptions that management believes are reasonable. Actual amounts may differ from the amounts reflected in the unaudited pro forma condensed consolidated financial information.

(a) Reflects the derecognition of the assets classified as held for sale associated with the Company-owned restaurants subject to the Transactions. These assets included property and equipment, net, certain prepaid expenses, inventory, petty cash, and liquor license intangibles.

(b) Reflects the derecognition of operating lease right-of-use assets and the related current and long-term operating lease liabilities associated with certain restaurant leases transferred in connection with the Transactions, as well as the derecognition of finance lease assets included in Other assets, net and the related finance lease liabilities included in Accrued liabilities and other and Other non-current liabilities associated with certain restaurant leases transferred in connection with the Transactions. Following the Transactions, the Company does not expect to be primary obligor under these leases; however, the Company may continue to guarantee the franchisees’ obligations under the leases. As of the date of this filing, the Company has not completed its evaluation of potential guarantee obligations and, accordingly, no adjustment for such amount has been reflected in the unaudited pro forma condensed consolidated financial information. This evaluation will be completed within the third quarter of 2026 and will be reflected in the applicable Form 10-Q filing.

(c) Reflects the derecognition of reacquired franchise rights associated with certain Company-owned restaurants subject to the Transactions. These franchise rights were previously recognized as intangible assets and amortized over their estimated useful lives. As a result of the refranchising of the related restaurants, the remaining carrying amount of the reacquired franchise rights has been written off.

(d) Reflects a $0.6 million reduction in accrued liabilities associated with the Company-owned restaurants subject to the Transactions, consisting of approximately $0.2 million of accrued percentage rent, $0.2 million of accrued real estate and other taxes subject to the Transactions, and $0.2 million of finance lease liabilities. The finance lease liabilities are being derecognized in connection with the transfer of the related finance leases as further described in Note (b).

(e) Reflects the assumed repayment of $96.0 million of outstanding borrowings under the Company’s credit facility using the cash proceeds from the Transactions. The aggregate purchase price for the Transactions is $96.0 million, subject to customary closing adjustments. As certain transaction costs are still being incurred and therefore are not finalized, net proceeds cannot be reasonably estimated as of the date of this filing. The Company expects to use substantially all of the net cash proceeds from the Transactions to repay outstanding borrowings under its credit facility. Accordingly, for purposes of the unaudited pro forma condensed consolidated financial information, the Company has assumed that the entire $96.0 million aggregate purchase price is used to repay outstanding borrowings. The actual amount of debt repaid may differ from the amount reflected herein based on the final closing adjustments, transaction costs and other amounts affecting the net cash proceeds from the Transactions.

(f) Reflects the estimated net gain on the Transactions, including the effect of the consideration to be received by the Company and the derecognition of the assets and liabilities associated with the Company-owned restaurants subject to the Transactions, as if the Transactions had occurred on July 12, 2026 and December 30, 2024 for the unaudited pro forma condensed consolidated balance sheets and the unaudited pro forma condensed consolidated statements of operations, respectively. The estimated net gain is reflected within Other (gains) charges, net on the unaudited pro forma condensed consolidated statements of operations for the year ended December 28, 2025. The actual gain recognized upon completion of the Transactions may differ from the amount reflected in the unaudited pro forma condensed consolidated financial information as a result of customary purchase price adjustments and differences between the estimated and actual carrying amounts of the assets and liabilities transferred or derecognized at closing.

(g) Reflects the elimination of the historical revenues and expenses attributable to the Company-owned restaurants subject to the Transactions for the periods presented. The adjustments include the elimination of restaurant revenue and other revenue and the related cost of sales, labor, other operating costs, occupancy costs, depreciation and amortization, and other applicable expenses attributable to such restaurants.

(h) Reflects the franchise revenue that the Company would have recognized from the restaurants subject to the Transactions had such restaurants operated as franchised Red Robin locations for the periods presented. The adjustments are based on the historical restaurant sales of the restaurants subject to the Transactions and the applicable contractual terms of the related franchise arrangements.

(i) Reflects the estimated reduction in interest expense resulting from the assumed repayment of $96.0 million of outstanding borrowings under the Company’s credit facility using the aggregate cash proceeds from the Transactions. The adjustment was calculated based on the Company’s applicable borrowing rates during the respective periods presented, which were assumed to be 11.5% and 12.0% for the twenty-eight weeks ended July 12, 2026 and the year ended December 28, 2025, respectively.

(j) No adjustment has been made to income tax (benefit) expense for the income tax effects of the pro forma adjustments because the Company has net operating losses and tax credits available to reduce current income taxes and maintains a full valuation allowance against its deferred tax assets. Accordingly, the incremental income tax expense or benefit associated with the pro forma adjustments is expected to be immaterial.