v3.26.1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2026
Fair Value Measurements  
Fair Value Measurements

2.   Fair Value Measurements

Fair value measurements are estimated based on valuation techniques and inputs categorized as follows:

●Level 1: Quoted prices in active markets for identical assets or liabilities
●Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities
●Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring us to develop our own assumptions

The following tables present the components and classification of our assets and liabilities that are measured at fair value on a recurring basis (in thousands):

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June 30, 2026

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Level 1

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Level 2

  ​ ​ ​

Level 3

Assets/(Liabilities)

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​

​

​

​

​

​

 

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Non-qualified deferred compensation assets

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$

140,556

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$

—

​

$

—

Non-qualified deferred compensation liabilities

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​

(140,413)

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​

—

​

​

—

Acquisition-related contingent consideration and compensation liabilities

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​

—

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​

—

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​

(13,205)

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​

​

​

​

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​

​

​

  ​ ​ ​

December 30, 2025

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Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

Assets/(Liabilities)

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​

​

​

​

​

​

​

​

Non-qualified deferred compensation assets

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$

126,142

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$

—

​

$

—

Non-qualified deferred compensation liabilities

​

​

(125,208)

​

​

—

​

​

—

Acquisition-related contingent consideration and compensation liabilities

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​

—

​

​

—

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​

(24,628)

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The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration and compensation liabilities categorized as Level 3 (in thousands):

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Twenty-Six

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Twenty-Six

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Weeks Ended

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Weeks Ended

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  ​ ​ ​

June 30, 2026

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July 1, 2025

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Beginning balance

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$

24,628

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$

20,155

Payment

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​

(13,229)

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​

(8,714)

Change in fair value

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1,806

​

 

1,380

Ending balance

​

$

13,205

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$

12,821

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The fair value of the acquisition-related contingent consideration and compensation liability was based on estimated future revenues, margins and probability of achievement, recent performance, discount rate and has no minimum or maximum payment. During the first six months of fiscal 2026 and 2025, we made payments of $13.2 million and $8.7 million, respectively, per the Fox Restaurant Concepts LLC (“FRC”) acquisition agreement.

The fair values of our cash and cash equivalents, accounts and other receivables, income taxes receivable, prepaid expenses, accounts payable, income taxes payable and other accrued liabilities approximate their carrying amounts due to their short duration. The fair value of our Revolver Facility (as defined below) approximates carrying value due to the variable interest rate.

As of June 30, 2026, we had $575.0 million aggregate principal amount of convertible senior notes due 2030 (“2030 Notes”) outstanding. The estimated fair value of the 2030 Notes based on a market approach as of June 30, 2026, was approximately $731.4 million and was determined based on the estimated or actual bids and offers of the 2030 Notes in an over-the-counter market on the last business day of the reporting period. The increase in the fair value of the 2030 Notes was primarily due to an increase in our stock price from the date of the issuance of the 2030 Notes. See Note 5 for further discussion of the 2030 Notes.