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Thu Oct 22 · pre-market2 signals on Oct 21108 insider buys this week · $250.3MCIRO short report next: Oct 31The week ahead

EAT

BRINKER INTERNATIONAL, INC
NYSE · CONSUMER DISCRETIONARY · RETAIL-EATING PLACES
188.06
−7.28 −3.73%
USD · close Oct 21

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How EAT rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026
Text kept
45%
of sentences unchanged
Added
138
new sentences
Dropped
149
sentences removed
Length
+56
words, now 11,100

New in FY2026

  • References to “fiscal” or “fiscal year” are to the fiscal year ended in the applicable year.
  • For example, fiscal 2026 refers to the fiscal year ended June 24, 2026.
  • Chili’s has been operating restaurants for over 51 years and enjoys a global presence with restaurants in the United States, 28 other countries and two United States territories.
  • Our average annual net sales per Company-owned Chili’s restaurant during fiscal 2026 was $5.0 million, and the average revenue per meal, including alcoholic beverages, was approximately $23.12 per guest.
  • Food and non-alcoholic beverage sales accounted for 91.1% of Chili’s Company sales in fiscal 2026 with alcoholic beverage sales accounting for the remainder.
  • Maggiano’s Little Italy Maggiano’s is a full-service, national restaurant brand offering Italian American favorites through both a la carte and Family Style dining.
  • The brand serves guests across a variety of occasions, from everyday lunch and dinner to special events and celebrations with family and friends.
  • Each Maggiano’s location is designed to create a welcoming atmosphere, and feature dedicated banquet spaces that support celebrations, business gatherings, and other large-party occasions.
  • Maggiano’s menu features Italian American favorites, prepared in a scratch-made kitchen, with a focus on abundant portions, complemented by a robust wine list and handcrafted cocktails.
  • Our average annual sales per Maggiano’s restaurant in fiscal 2026 was $9.5 million and the average revenue per meal, including alcoholic beverages, was approximately $41.36 per guest.
  • Food and non-alcoholic beverage sales accounted for 87.4% of Maggiano’s Company sales for fiscal 2026 with alcoholic beverage sales accounting for the remainder.
  • Maggiano’s Little Italy At Maggiano’s, the focus is improving performance and operations through the Company’s Back to Maggiano’s strategy.
  • The strategy includes ongoing initiatives across food, service and atmosphere with the aim of revitalizing the brand’s core, serving Italian American favorites with warm and attentive service.
  • Our restaurants also have banquet rooms to host large special events, particularly during the holiday season in the second and third quarters of the fiscal year.
  • Company Development During fiscal 2026, we continued to develop our restaurant brands domestically through the opening of new Company-owned restaurants in strategically desirable markets.
  • The following table illustrates total Company-owned restaurants, fiscal 2026 openings, and fiscal 2027 projected openings: Fiscal Year Openings Projected Openings Total Open Restaurants at June 24, 2026 June 25, 2025 Fiscal 2026 Fiscal 2027 Company-owned restaurants Chili’s domestic 1,110 1,109 6 4 Chili’s international 4 4 — — Maggiano’s domestic 49 49 — — Total Company-owned 1,163 1,162 6 4 We periodically evaluate the financial performance of Company-owned restaurants to assess whether performance has fallen below our minimum standards.
  • During fiscal 2026, the Company closed one Maggiano's restaurant and reopened the same restaurant as part of a relocation.
  • We also permanently closed five Company-owned Chili’s restaurants that were performing below our standards or where we were unable to reach mutually agreeable terms for an extended lease for these locations.
  • During fiscal 2026, Chili’s initiated the “modern Greenville” re-image program designed to bring the brand back to its first Chili’s built in 1975 on Greenville Avenue.
  • The new design features updated exteriors, reconfigured dining rooms, and operational upgrades to handle more guest traffic.
  • The program aims to remodel approximately 60-80 restaurants in fiscal 2027 and then approximately 10% of the restaurant fleet annually.
  • Chili’s is also focused on new unit growth, and is establishing a pipeline of future sites to accelerate restaurant openings beginning in fiscal 2028.
  • Additionally, on June 1, 2026, we executed an asset purchase agreement with a franchisee for the acquisition of 12 Chili’s restaurants located in Alabama and Mississippi, including the real estate for six of the locations.
  • The transaction is expected to close on August 27, 2026.
  • Refer to Note 1 - Nature of Operations and Summary of Significant Accounting Policies within Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements for more information.
  • Future projections remain subject to change.
  • Franchise Development International Franchises Our Chili’s international franchise agreements provide for development fees and initial franchise fee revenues in addition to subsequent royalty fee revenues based on the gross sales of each restaurant.
  • International growth is driven by development agreements with new and existing franchise partners.
  • As of June 24, 2026, we have 19 active development arrangements, including two new development arrangements entered into during fiscal 2026.
  • Domestic Franchises Similar to our international agreements, a typical domestic franchise agreement provides for initial franchise fee revenues in addition to subsequent royalty and advertising fee revenues based on the gross sales of each restaurant.
  • New domestic franchise locations are generally approved on a case-by-case basis through site consent letters prior to the development of a new location.
  • The following table illustrates total franchise-operated restaurants, fiscal 2026 openings, and fiscal 2027 projected new Chili’s franchise locations.
  • The fiscal 2027 projected openings remain subject to change.
  • Fiscal Year Openings Projected Openings Total Open Restaurants at June 24, 2026 June 25, 2025 Fiscal 2026 Fiscal 2027 Franchise restaurants Chili’s domestic 99 99 4 1-2 Chili’s international 370 364 23 25-30 Maggiano’s domestic 3 3 — — Total franchise 472 466 27 26-32 The following table shows the proportion of domestic, international, and total franchise-operated Chili's restaurants to the respective total company-owned and franchise-operated Chili’s restaurants, as of June 24, 2026: Domestic International Overall Franchise-operated restaurants 8.2 % 98.9 % 29.6 % Restaurant Management Our Chili’s and Maggiano’s brands have separate designated teams who support each brand, including operations, brand recruiting, finance, marketing, culinary innovation and franchise .
  • A typical Chili’s restaurant is led by a management team including a general manager and two to four additional managers.
  • Each Chili’s restaurant is overseen by a Director of Operations and Vice President of Operations, collectively “Regional Management”, who directly or indirectly report to the brand’s Chief Operating Officer.
  • A typical Maggiano’s restaurant is led by an executive chef partner and two to three additional chefs.
  • Each Maggiano’s restaurant is overseen by a Director of Operations and Regional Operations Chef, collectively “Regional Management”, who directly or indirectly report to the brand’s Chief Operating Officer.
  • We also use purchase agreements when appropriate to stabilize the potentially volatile pricing associated with certain commodity items.
  • Government Regulations We are subject to numerous federal, state, local, and, in connection with our international franchise operations, foreign laws and regulations affecting our business.

and 98 more.

Gone since FY2025

  • The Company was organized under the laws of the State of Delaware in 1983 to succeed to the business operated by Chili’s, Inc., a Texas corporation, which was organized in 1977.
  • We completed the acquisition of Maggiano’s in 1995.
  • References to “fiscal” or “fiscal year” are to the fiscal year ended of the applicable year.
  • For example, fiscal 2025 refers to the fiscal year ended June 25, 2025.
  • Chili’s has been operating restaurants for over 50 years and enjoys a global presence with restaurants in the United States, 27 other countries and two United States territories.
  • In fiscal 2025, entrée selections at our Company-owned restaurants ranged in average menu price from $10.76 to $30.26.
  • Our average annual net sales per Company-owned Chili’s restaurant during fiscal 2025 was $4.5 million, and the average revenue per meal, including alcoholic beverages, was approximately $21.90 per guest.
  • Food and non-alcoholic beverage sales accounted for 90.7% of Chili’s Company sales in fiscal 2025 with alcoholic beverage sales accounting for the remainder.
  • Maggiano’s Little Italy Maggiano’s is a full-service, national, polished casual restaurant brand offering Italian-American cuisine.
  • With a passion for making people feel special, the brand is known for catering to special occasions and large parties.
  • Each Maggiano’s location is uniquely designed and features open dining rooms with fresh flowers, warm carpets and soft lighting, and most locations feature designated banquet facilities and all offer catering for large parties at homes or local businesses.
  • Our full carryout menu is also available for pick up or delivered through third-party delivery providers.
  • Each Maggiano’s has an executive chef preparing authentic recipes from scratch ingredients.
  • Dishes are served in abundant portions both à la carte and family style.
  • Maggiano’s offers a full range of lunch and dinner options, complimented by a premium wine list and handcrafted cocktails.
  • In fiscal 2025, entrée selections ranged in menu price from $15.50 to $51.00.
  • Our average annual sales per Maggiano’s restaurant in fiscal 2025 was $9.9 million and the average revenue per meal, including alcoholic beverages, was approximately $39.06 per guest.
  • Sales from events at our banquet facilities made up 14.7% and 14.9% of Maggiano’s Company sales in fiscal 2025 and 2024, respectively.
  • Food and non-alcoholic beverage sales accounted for 86.9% of Maggiano’s Company sales for fiscal 2025 with alcoholic beverage sales accounting for the remainder.
  • Maggiano’s Little Italy At Maggiano’s, we are focused on making our guests feel special.
  • This warm and generous hospitality creates an environment where guests come together to celebrate birthdays, weddings and many more special occasions.
  • Our restaurants also have banquet rooms, a profitable revenue channel, to host large special events, particularly during the holiday season in the second and third quarters of the fiscal year.
  • Company Development During fiscal 2025, we continued to develop our restaurant brands domestically through the opening of new Company-owned restaurants in strategically desirable markets.
  • The following table illustrates the Company-owned restaurants opened during fiscal 2025 and the projected openings for fiscal 2026.
  • The fiscal 2026 projections remain subject to change: Fiscal 2025 Fiscal 2026 Fiscal Year Openings Projected Openings Chili’s domestic 5 7 We periodically evaluate the financial performance of Company-owned restaurants to assess whether performance has fallen below our minimum standards.
  • The Company plans to relocate one Maggiano's in fiscal 2026.
  • During fiscal 2025, we permanently closed 13 Company-owned Chili’s and one Company-owned Maggiano’s restaurants that were performing below our standards or we were unable to negotiate additional lease terms for such location.
  • Franchise Development We pursue expansion through the development of our franchisees.
  • The following table illustrates the franchise-operated restaurants opened during fiscal 2025 and the projected openings for fiscal 2026.
  • The fiscal 2026 projected openings remain subject to change.
  • Fiscal 2025 Fiscal 2026 Fiscal Year Openings Projected Openings Franchise-operated restaurants Chili’s domestic 3 2-4 Chili’s international 30 24-28 Maggiano’s domestic 1 — Total openings 34 26-32 The following table illustrates the percentages of domestic, international, and overall franchise-operated restaurants in relation to the total Company-owned and franchise-operated restaurants as of June 25, 2025, by restaurant brand: Percentage of Franchise-Operated Restaurants Domestic (1) International (2) Overall (3) Chili’s 8.2 % 99.0 % 29.4 % Maggiano’s 5.8 % — % 5.8 % (1) Domestic franchise-operated restaurants as a percentage of total domestic restaurants.
  • (2) International franchise-operated restaurants as a percentage of total international restaurants.
  • (3) Franchise-operated restaurants (domestic and international) as a percentage of total system-wide restaurants.
  • International Franchises Our international growth is driven by development agreements with new and existing franchise partners.
  • As of June 25, 2025, we have 18 active development arrangements.
  • During fiscal 2025, we opened 30 new locations, and we entered into two new development arrangements, both with new franchise partners.
  • Our international agreements provide for development fees and initial franchise fee revenues in addition to subsequent royalty fee revenues based on the gross sales of each restaurant.
  • Domestic Franchises As of June 25, 2025, no active domestic development arrangements existed.
  • Similar to our international agreements, a typical domestic franchise agreement provides for initial franchise fees revenues in addition to subsequent royalty and advertising fee revenues based on the gross sales of each restaurant.
  • We remain committed to supporting the growth of our franchisees in existing territories.

and 109 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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