RED ROBIN GOURMET BURGERS INC
10.40%
1,871,235
1171759
75689M101
Feb 12, 2026
Feb 18, 2026, 04:01 PM
Reporting Persons (7)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| JCP Investment Management, LLC | Investment Adviser | 10.40% | 1,860,668 | 0 | 1,860,668 |
| Pappas James C | Individual | 10.40% | 1,871,235 | 10,567 | 1,860,668 |
| Martin Christopher Ross | Individual | 9.30% | 1,678,473 | 10,567 | 1,667,906 |
| Jumana Capital Investments LLC | Other | 9.30% | 1,667,906 | 0 | 1,667,906 |
| JCP Investment Holdings, LLC | Other | 4.30% | 776,564 | 0 | 776,564 |
| JCP Investment Partnership, LP | Partnership | 4.30% | 776,564 | 0 | 776,564 |
| JCP Investment Partners, LP | Partnership | 4.30% | 776,564 | 0 | 776,564 |
Disclosure Items (6)
Common Stock, $0.001 par value
RED ROBIN GOURMET BURGERS INC
10000 EAST GEDDES AVENUE, ENGLEWOOD, CO, 80112
Item 3 is hereby amended and restated to read as follows: The Shares purchased by JCP Partnership and held in the JCP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 776,564 Shares owned directly by JCP Partnership is approximately $3,687,481, including brokerage commissions. The aggregate purchase price of the 1,084,104 Shares held in the JCP Accounts is approximately $5,426,197, including brokerage commissions. Mr. Pappas has acquired 10,567 Shares upon the vesting of certain restricted stock units ("RSUs") awarded to him in his capacity as a director of the Issuer. Each RSU represents the contingent right to receive, upon vesting of the RSU, one Share. The Shares purchased by Jumana Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,667,906 Shares directly owned by Jumana Capital is approximately $8,429,773, including brokerage commissions. Mr. Martin has acquired 10,567 Shares upon the vesting of certain RSUs awarded to him in his capacity as a director of the Issuer. Each RSU represents the contingent right to receive, upon vesting of the RSU, one Share.
Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 17,964,459 Shares outstanding as of November 6, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. As of the date hereof, JCP Partnership beneficially owned 776,564 Shares, constituting approximately 4.3% of the Shares outstanding. JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership, constituting approximately 4.3% of the Shares outstanding. JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership, constituting approximately 4.3% of the Shares outstanding. As of the date hereof, 1,084,104 Shares were held in the JCP Accounts, constituting approximately 6.0% of the Shares outstanding. JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 776,564 Shares owned by JCP Partnership and (ii) 1,084,104 Shares held in the JCP Accounts, constituting approximately 10.4% of the Shares outstanding. As of the date hereof, Mr. Pappas directly beneficially owned 10,567 Shares, constituting approximately 0.1% of the Shares outstanding. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 776,564 Shares owned by JCP Partnership and (ii) 1,084,104 Shares held in the JCP Accounts, which, together with the Shares he beneficially owns directly, constitutes an aggregate of 1,871,235 Shares, constituting approximately 10.4% of the Shares outstanding. As of the date hereof, Jumana Capital beneficially owned 1,667,906 Shares, constituting approximately 9.3% of the Shares outstanding. As of the date hereof, Mr. Martin directly beneficially owned 10,567 Shares, constituting approximately 0.1% of the Shares outstanding. Mr. Martin, as the Manager of Jumana Capital, may be deemed the beneficial owner of the 1,667,906 Shares owned by Jumana Capital, which, together with the Shares he beneficially owns directly, constitutes an aggregate of 1,678,473 Shares, constituting approximately 9.3% of the Shares outstanding. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such group may be deemed to beneficially own the 3,549,708 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 19.8% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
Item 5(b) is hereby amended and restated to read as follows: Each of JCP Partnership, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares owned by JCP Partnership. Each of JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares held in the JCP Accounts. Mr. Pappas has the sole power to vote and dispose of the Shares that he owns directly. Each of Jumana Capital and Mr. Martin may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by Jumana Capital. Mr. Martin has the sole power to vote and dispose of the Shares that he owns directly.
Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days.
Item 6 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into the Amendment as defined and described in Item 4 above. Mr. Pappas has been awarded 51,946 RSUs in his capacity as a director of the Issuer, 10,567 of which have vested as of the date hereof. Mr. Pappas' remaining 41,379 RSUs vest on the later of (x) fifty weeks following May 22, 2025 and (y) the 2026 Annual Meeting. Mr. Martin has been awarded 51,946 RSUs in his capacity as a director of the Issuer, 10,567 of which have vested as of the date hereof. Mr. Martin's remaining 41,379 RSUs vest on the later of (x) fifty weeks following May 22, 2025 and (y) the 2026 Annual Meeting.
Item 7 is hereby amended to add the following exhibit: 99.1 - Amendment to Cooperation Agreement, dated February 13, 2026 (incorporated by reference to Ex. 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 13, 2026).