Our stockholder-approved stock-based compensation plans include the 2024 Stock Option and Incentive Plan (the “2024 Plan”) for employees, the 1998 Stock Option and Incentive Plan (as amended, the “1998 Plan”) for employees, and the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (the “Non-Employee Plan” and collectively, the “Plans”). In November 2024, our stockholders approved the 2024 Plan and

authorized approximately 3.5 million shares of our common stock for issuance under the 2024 Plan. The 2024 Plan replaced the 1998 Plan, and no further awards will be granted under the 1998 Plan. Our Non-Employee Plan remains in effect. The Plans provide for grants of options to purchase our common stock, performance shares, restricted stock, restricted stock units, and stock appreciation rights. Additionally, grants to eligible employees may vest over a specified period of time or service period, or may contain performance-based conditions. As of June 24, 2026, the total number of shares available for issuance pursuant to future awards under the Plans was 3.4 million shares.

In fiscal 2026, fiscal 2025, and fiscal 2024, eligible employees under the Plans were granted performance shares whose vesting is contingent upon meeting Company performance goals based on our earnings at the end of a three-fiscal-year period. The number of shares that will vest varies depending on the amount of earnings achieved as compared to the target amount. The grants also include a provision that will increase or decrease the number of shares to be vested if Brinker’s TSR ranking compared to the peer group falls in the top 25% or bottom 25%, respectively. The number of shares that can vest ranges from 0% of target to 200% of target. Expenses are recorded to General and administrative expenses on a straight-line basis over the vesting period, or to the date on which retirement eligibility is achieved, if shorter, based upon management’s periodic estimates of the number of shares that will be earned under the Company earnings performance metric.

In November 2024, the Board of Directors approved the 2025 Executive Performance Share Retention Plan and the granting of performance shares to Kevin Hochman, our CEO and President of the Company and President of Chili’s Grill & Bar, and certain other executives of the Company at a total grant date fair value of $25.0 million. The number of shares that can vest ranges from 0% to 200% of the target number of performance shares granted based on Brinker’s TSR over a five-year period from September 26, 2024 through September 25, 2029, relative to the TSR of the peer group. There is a cap on the dollar value of performance shares that may be earned based on a multiple of the target number of performance shares and the Company’s stock price on the grant date. Additionally, vesting is generally contingent upon continuous service during the performance period. Expense is recorded to General and administrative expenses on a straight-line basis over the vesting period based on the fair value of the shares as determined by a Monte Carlo simulation on the grant date. The Monte Carlo simulation used a volatility assumption of 68.47% for Brinker stock, a risk-free interest rate of 4.22%, a dividend yield of 0%, and a term of 4.88 years which resulted in a fair value per share of $100.62.

Restricted stock units granted to eligible employees under the Plans generally vest over a three-year period from the date of grant. Restricted stock units issued to eligible employees under our career equity plan generally vest upon each employee’s retirement from the Company. Expenses are recognized ratably over the vesting period, or to the date on which retirement eligibility is achieved, if shorter. Full or partial vesting of awards may occur upon a change in control (as defined in the Plans), or upon an employee’s death, disability or involuntary termination.

Restricted stock units granted to non-employee directors under the Non-Employee Plan are non-forfeitable and are expensed upon grant. Non-employee directors’ awards have variable distribution dates ranging from one year after grant to two years following departure from the Board.


	Number of Restricted Share Awards	Weighted Average Grant Date Fair Value Per Award
Restricted share awards outstanding at June 25, 2025	1.6	$	52.14
Granted	0.2	155.49
Granted adjustment for performance achievement	0.2	28.16
Vested	(0.8)	33.54
Forfeited	(0.1)	62.83
Restricted share awards outstanding at June 24, 2026	1.1	$	78.08

As of June 24, 2026, unrecognized compensation expenses related to unvested restricted share awards that are expected to vest totaled approximately $38.6 million and will be recognized over a weighted average period of 2.3 years. The fair value of shares that vested is as follows:

No stock options were granted in fiscal 2026, fiscal 2025, or fiscal 2024, and all outstanding stock options as of the end of the last three fiscal years were fully vested and exercisable. As of June 24, 2026, outstanding stock options had an aggregate intrinsic value of $3.3 million and are expected to be exercised or expire no later than fiscal 2028.