RAVE Files 10-K/A to Add Clawback Policy, No Financial Changes

TL;DR

**RAVE's 10-K/A is a non-event for financials, but the added clawback policy is a bullish nod to better governance.**

AI Summary

RAVE RESTAURANT GROUP, INC. filed a 10-K/A on November 6, 2025, primarily to include Exhibit 97.1, the 'Policy Regarding Recovery of Excessive Incentive Based Compensation,' which was inadvertently omitted from the initial filing. This amendment does not alter the previously reported financial results for the fiscal year ended June 29, 2025, where the company's aggregate market value of voting and non-voting common equity held by non-affiliates was approximately $28.3 million as of December 27, 2024. The filing confirms 14,211,566 shares of common stock outstanding as of November 6, 2025. The company's principal executive offices are located at 3551 Plano Parkway, The Colony, Texas 75056, and its common stock trades on the Nasdaq Capital Market under the symbol RAVE. The inclusion of the clawback policy is a direct response to regulatory requirements, enhancing corporate governance without impacting revenue or net income figures from the original 10-K.

Why It Matters

This 10-K/A filing is significant for investors as it completes RAVE RESTAURANT GROUP, INC.'s compliance with SEC regulations by including the 'Policy Regarding Recovery of Excessive Incentive Based Compensation,' a critical governance document. While it doesn't change the reported $28.3 million market value or 14,211,566 shares outstanding, it signals improved corporate accountability, which can positively influence investor confidence. For employees, particularly executives, this policy clarifies the terms under which incentive-based compensation may be recovered, aligning their interests more closely with long-term company performance and ethical conduct. In a competitive restaurant market, strong governance can differentiate RAVE from peers by demonstrating a commitment to transparency and investor protection.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A filing is solely to include a previously omitted exhibit, Exhibit 97.1, the 'Policy Regarding Recovery of Excessive Incentive Based Compensation.' This administrative correction does not indicate any restatement of financial results, changes in operational performance, or new material risks to the company's business model or financial health, which had an aggregate market value of $28.3 million as of December 27, 2024.

Analyst Insight

Investors should view this filing as a positive, albeit minor, step towards enhanced corporate governance and regulatory compliance. No immediate action is required based on this amendment, as it does not alter RAVE's financial position or outlook. Continue to monitor RAVE's core business performance and future financial reports for substantive changes.

Key Numbers

• $28.3 million — aggregate market value of common equity held by non-affiliates (as of December 27, 2024, the last business day of the most recently completed second fiscal quarter)
• 14,211,566 — shares of common stock outstanding (as of November 6, 2025)
• 2025-11-06 — filing date of the 10-K/A (date the amendment was filed)
• June 29, 2025 — fiscal year end (the fiscal year covered by the original 10-K)

Key Players & Entities

• RAVE RESTAURANT GROUP, INC. (company) — registrant filing the 10-K/A
• Brandon L. Solano (person) — Chief Executive Officer and principal executive officer
• Jay D. Rooney (person) — Chief Financial Officer and principal financial officer
• Mark E. Schwarz (person) — Director and Chairman of the Board
• Robert B. Page (person) — Director
• William C. Hammett, Jr. (person) — Director
• Clinton J. Coleman (person) — Director
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Capital Market (regulator) — exchange where RAVE common stock is registered
• A&H Properties Partnership (company) — party in lease agreements with Rave Restaurant Group, Inc.

FAQ

Industry Context

RAVE RESTAURANT GROUP, INC. operates within the highly competitive casual dining sector. This industry is characterized by evolving consumer preferences, significant price sensitivity, and the ongoing impact of economic conditions on discretionary spending. Key trends include a growing demand for delivery and digital ordering, as well as a focus on value and unique dining experiences.

Regulatory Implications

The filing of the 'Policy Regarding Recovery of Excessive Incentive Based Compensation' (Exhibit 97.1) is a direct response to regulatory requirements, likely related to SEC rules on clawback policies. This demonstrates the company's commitment to enhanced corporate governance and compliance with evolving financial reporting standards.

What Investors Should Do

1. Review the newly filed 'Policy Regarding Recovery of Excessive Incentive Based Compensation' (Exhibit 97.1).
2. Note that this 10-K/A filing does not alter previously reported financial results for the fiscal year ended June 29, 2025.
3. Monitor future filings for any impact of the clawback policy or other governance-related disclosures.

Key Dates

• 2025-11-06: Filing of Form 10-K/A — This amendment was filed to include Exhibit 97.1, the 'Policy Regarding Recovery of Excessive Incentive Based Compensation,' which was inadvertently omitted from the original filing. It does not change previously reported financial results.
• 2025-06-29: Fiscal Year End — This date marks the end of the fiscal year for which the original 10-K filing reported financial results.
• 2024-12-27: Determination of Aggregate Market Value of Common Equity Held by Non-Affiliates — This date represents the last business day of the second fiscal quarter, used to calculate the company's market capitalization for non-affiliate shareholders, which was $28.3 million.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information in a previously filed annual report (Form 10-K). (This filing is an amendment to the company's annual report, specifically to add an omitted exhibit.)

Exhibit 97.1

A specific document attached to an SEC filing. In this case, it is the 'Policy Regarding Recovery of Excessive Incentive Based Compensation'. (Its inclusion is the sole purpose of this 10-K/A filing, indicating a focus on corporate governance and regulatory compliance.)

Non-affiliates

Shareholders who do not have a relationship with the company that would influence their investment decisions, such as officers, directors, or major controlling shareholders. (The market value of equity held by non-affiliates is a key metric for determining public float and company valuation.)

Nasdaq Capital Market

A tier of the Nasdaq stock market that lists smaller companies that meet certain financial and liquidity standards. (This is the exchange where RAVE RESTAURANT GROUP, INC.'s common stock is traded.)

Policy Regarding Recovery of Excessive Incentive Based Compensation

A company policy outlining the conditions and procedures for reclaiming incentive-based compensation from executive officers if it was awarded based on inaccurate financial statements. (This policy is a regulatory requirement and its inclusion demonstrates compliance with governance standards.)

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to a previously filed annual report (10-K) and does not contain updated financial performance metrics for comparison. The primary purpose is to include Exhibit 97.1, the 'Policy Regarding Recovery of Excessive Incentive Based Compensation,' which was inadvertently omitted. Therefore, there are no year-over-year changes in revenue, margins, or other financial highlights to report based on this specific amendment.

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value RAVE Nasdaq Capital Market

Filing Documents

• ef20058514_10ka.htm (10-K/A) — 52KB
• ef20058514_ex97-1.htm (EX-97.1) — 16KB
• 0001140361-25-040813.txt ( ) — 241KB
• rave-20250629.xsd (EX-101.SCH) — 3KB
• rave-20250629_lab.xml (EX-101.LAB) — 30KB
• rave-20250629_pre.xml (EX-101.PRE) — 16KB
• ef20058514_10ka_htm.xml (XML) — 5KB

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Rave Restaurant Group, Inc. Date: November 6, 2025 By: /s/ Brandon L. Solano Brandon L. Solano Chief Executive Officer (principal executive officer) By: /s/ Jay D. Rooney Jay D. Rooney Chief Financial Officer (principal financial officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. s/ Brandon L. Solano Brandon L. Solano Chief Executive Officer (principal executive officer) November 6, 2025 /s/ Jay D. Rooney Jay D. Rooney Chief Financial Officer (principal financial officer) November 6, 2025 /s/ Mark E. Schwarz Mark E. Schwarz Director and Chairman of the Board November 6, 2025 /s/ Robert B. Pa ge Robert B. Page Director November 6, 2025 /s/ William C. Hammett, Jr. William C. Hammett, Jr. Director November 6, 2025 /s/ Clinton J. Coleman Clinton J. Coleman Director November 6, 2025

View Full Filing

View this 10-K/A filing on SEC EDGAR