Acquisition of Chuy’s

3 Months Ended

Aug. 24, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisition of Chuy’s

Acquisition of Chuy’s

On October 11, 2024, we acquired 100 percent of the equity interest of Chuy’s Holdings, Inc (Chuy’s) in an all-cash transaction of $649.1 million in total consideration, $613.7 million in net cash consideration, inclusive of the $35.4 million of cash on Chuy’s balance sheet at closing. The acquired operations of Chuy’s included 103 restaurants. The results of Chuy’s operations are included in our consolidated financial statements from the date of acquisition.

The assets and liabilities of Chuy’s were recorded at their respective fair values as of the date of acquisition. Through internal studies and third-party valuations, we have determined the fair value of these assets, including land, buildings and equipment, intangible assets, and income tax assets and liabilities. The fair values set forth below are based on the results of those valuations.

The final allocation of the purchase price is as follows:

	Balances at				Balances at
(in millions)	May 25, 2025		Adjustments		August 24, 2025
Cash and cash equivalents	$	35.4	$	—	$	35.4
Other current assets	10.5		—		10.5
Land, buildings and equipment	197.3		—		197.3
Operating lease right-of-use assets	331.9		—		331.9
Trademark	198.4		—		198.4
Other assets	6.1		—		6.1
Goodwill	268.4		(1.2)		267.2
Total assets acquired	$	1,048.0	$	(1.2)	$	1,046.8
Current liabilities	34.4		(0.4)		34.0
Deferred income taxes	42.9		(0.8)		42.1
Operating lease liabilities - non-current	321.6		—		321.6
Total liabilities assumed	$	398.9	$	(1.2)	$	397.7
Net assets acquired	$	649.1	$	—	$	649.1

The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill in the amount of $267.2 million. The portion of the purchase price attributable to goodwill represents benefits expected because of the acquisition, including sales and unit growth opportunities in addition to supply-chain and support-cost synergies. The trademark has an indefinite life based on the expected use of the asset and the regulatory and economic environment within which it is being used. The trademark represents a highly respected brand with positive connotations, and we intend to cultivate and protect the use of this brand. Goodwill and indefinite-lived trademarks are not amortized but are reviewed annually for impairment or more frequently if indicators of impairment exist. Buildings and equipment are depreciated over a period of 1-30 years.

As a result of the acquisition and related integration efforts, we incurred expenses of approximately $3.6 million ($2.7 million, net of tax) during the three months ended August 24, 2025, which are included in general and administrative expenses in our consolidated statements of earnings.