RUTH / Ruths Hospitality Group Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Ruths Hospitality Group Inc
US ˙ NASDAQ ˙ US7833321091
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LEI 529900JQW9JP41OHOD14
CIK 1324272
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ruths Hospitality Group Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
June 26, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-51485 Ruth’s Hospitality Group, Inc. (Exact name of registra

June 16, 2023 SC 13D/A

RUTH / Ruths Hospitality Group Inc / Hill Path Capital LP - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Ruth’s Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 783332109 (CUSIP Number) SCOTT I

June 14, 2023 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RUTH’S HOSPITALITY GROUP, INC.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUTH’S HOSPITALITY GROUP, INC. FIRST: The name of the corporation is “Ruth’s Hospitality Group, Inc.” (the “Corporation”). SECOND: The registered office of the Corporation in the State of Delaware is located at 3411 Silverside Road Tatnall Building #104, Wilmington, DE 19810, in the City of Wilmington, County of New Castle, Zi

June 14, 2023 EX-99.(A)(5)(K)

Darden Restaurants Completes Acquisition of Ruth’s Hospitality Group

EX-99.(a)(5)(K) Exhibit (a)(5)(K) Darden Restaurants Completes Acquisition of Ruth’s Hospitality Group ORLANDO, Fla., (June 14, 2023) - Darden Restaurants, Inc. (“Darden”) (NYSE:DRI), announced today that it has completed its acquisition of Ruth’s Hospitality Group, Inc. (“Ruth’s”). The Ruth’s Chris Steak House brand now joins and complements Darden’s portfolio of differentiated brands that includ

June 14, 2023 EX-3.2

AMENDED AND RESTATED BYLAWS RUTH’S HOSPITALITY GROUP, INC. ARTICLE I. Stockholders

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RUTH’S HOSPITALITY GROUP, INC. ARTICLE I. Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may

June 14, 2023 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUB

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUBY ACQUISITION CORPORATION (Offeror) an indirect, wholly owned subsidiary of DARDEN RESTAURANTS, INC. (Parent of Offeror) (Names of Filing Pe

June 14, 2023 S-8 POS

As filed with the Securities and Exchange Commission on June 14, 2023

As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

June 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 Ruth’s Hospitality

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 Ruth’s Hospitality Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-51485 72-1060618 (State or other Jurisdiction of Incorporation) (Commi

June 14, 2023 S-8 POS

As filed with the Securities and Exchange Commission on June 14, 2023

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

June 14, 2023 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) RUTH’S HOSPITALITY GROUP, INC.

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company) RUTH’S HOSPITALITY GROUP, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title o

June 14, 2023 POS AM

As filed with the Securities and Exchange Commission on June 14, 2023

POS AM As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

June 14, 2023 S-8 POS

As filed with the Securities and Exchange Commission on June 14, 2023

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

June 14, 2023 S-8 POS

As filed with the Securities and Exchange Commission on June 14, 2023

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

June 2, 2023 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) RUTH’S HOSPITALITY GROUP, INC.

SC 14D9/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 31, 2023 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) RUTH’S HOSPITALITY GROUP, INC.

SC 14D-9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company) RUTH’S HOSPITALITY GROUP, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title

May 31, 2023 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of May 31, 2023, by and between Ruth’s Hospitality Group, Inc. (the “Company”), and Cheryl J. Henry (the “Employee”) to be effective on the Effective Date (as defined below). Each of the Company and the Employee is referred to herein as a “Part

May 31, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 RUTH’S HOSPITALITY G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 31, 2023 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUB

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUBY ACQUISITION CORPORATION (Offeror) an indirect, wholly owned subsidiary of DARDEN RESTAURANTS, INC. (Parent of Offeror) (Names of Filing Pe

May 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 RUTH’S HOSPITALITY G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 16, 2023 EX-99.(A)(1)(E)

Offer To Purchase All Outstanding Shares of Common Stock RUTH’S HOSPITALITY GROUP, INC. $21.50 net per share in cash Pursuant to the Offer to Purchase, dated May 16, 2023 RUBY ACQUISITION CORPORATION, an indirect, wholly owned subsidiary of DARDEN RE

Exhibit (a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase All Outstanding Shares of Common Stock of RUTH’S HOSPITALITY GROUP, INC.

May 16, 2023 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock RUTH’S HOSPITALITY GROUP, INC. $21.50 net per share in cash Pursuant to the Offer to Purchase, dated May 16, 2023 RUBY ACQUISITION CORPORATION, an indirect, wholly owned subsidiary of DARDEN REST

Exhibit (a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of RUTH’S HOSPITALITY GROUP, INC.

May 16, 2023 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock RUTH’S HOSPITALITY GROUP, INC. $21.50 net per share in cash Pursuant to the Offer to Purchase, dated May 16, 2023 RUBY ACQUISITION CORPORATION, an indirect, wholly owned subsidiary of

Exhibit (a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of RUTH’S HOSPITALITY GROUP, INC.

May 16, 2023 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject

SC 14D-9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 16, 2023 EX-99.(A)(1)(F)

Notice of Offer to Purchase All Outstanding Shares of Common Stock RUTH’S HOSPITALITY GROUP, INC. $21.50 net per share in cash Pursuant to the Offer to Purchase, dated May 16, 2023 RUBY ACQUISITION CORPORATION, an indirect, wholly owned subsidiary of

Exhibit (a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

May 16, 2023 EX-99.(A)(1)(A)

Offer to Purchase for Cash Any and All Issued and Outstanding Shares of Common Stock RUTH’S HOSPITALITY GROUP, INC. $21.50 Per Share RUBY ACQUISITION CORPORATION an indirect, wholly owned subsidiary of DARDEN RESTAURANTS, INC.

Exhibit (a)(1)(A) Exhibit (a)(1)(A) Offer to Purchase for Cash Any and All Issued and Outstanding Shares of Common Stock of RUTH’S HOSPITALITY GROUP, INC.

May 16, 2023 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUB

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUBY ACQUISITION CORPORATION (Offeror) an indirect, wholly owned subsidiary of DARDEN RESTAURANTS, INC. (Parent of Offeror) (Names of Filing Pers

May 16, 2023 EX-99.(D)(2)

CONFIDENTIALITY AGREEMENT March 8, 2023

Exhibit (d)(2) Exhibit (d)(2) CONFIDENTIALITY AGREEMENT March 8, 2023 In connection with a possible negotiated transaction (the “Transaction”) between Ruth’s Hospitality Group, Inc.

May 16, 2023 EX-99.(E)(3)

CONFIDENTIALITY AGREEMENT March 8, 2023

Exhibit (e)(3) Exhibit (e)(3) CONFIDENTIALITY AGREEMENT March 8, 2023 In connection with a possible negotiated transaction (the “Transaction”) between Ruth’s Hospitality Group, Inc.

May 16, 2023 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (Issuer)) RUBY ACQUISITION CORPORATION (Name of Filing Person (Offeror)) an indirect, wholly owned subsidiary of DARDEN RESTAURANTS, INC.

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) RUTH’S HOSPITALITY GROUP, INC.

May 16, 2023 EX-99.(A)(1)(D)

Offer To Purchase All Outstanding Shares of Common Stock RUTH’S HOSPITALITY GROUP, INC. $21.50 net per share in cash Pursuant to the Offer to Purchase, dated May 16, 2023 RUBY ACQUISITION CORPORATION, an indirect, wholly owned subsidiary of DARDEN RE

Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase All Outstanding Shares of Common Stock of RUTH’S HOSPITALITY GROUP, INC.

May 16, 2023 EX-99.(E)(7)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit (e)(7) Exhibit (e)(7) Confidential FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT (this “Amendment”), is dated as of May 1, 2023 (the “Amendment Effective Date”) and amends the Employment Agreement (the “Prior Agreement”), dated as of March 22, 2022, by and between Ruth’s Hospitality Group, Inc.

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 4, 2023 EX-99.1

Investor Presentation by Parent and the Company, dated as of May 4, 2023.

EX-99.1 Ruth’s Hospitality Group Acquisition May 4, 2023 Exhibit 99.1 Disclaimer/Non-GAAP information IMPORTANT NOTICE The following slides are part of a presentation by Darden Restaurants, Inc. (“Darden”), and Ruth’s Hospitality Group, Inc. (“Ruth’s”), and are intended to be viewed as part of that presentation (the "Presentation"). No representation is made that the Presentation is a complete des

May 4, 2023 EX-99.2

Darden Restaurants and

EX-99.2 Exhibit 99.2 Darden Restaurants and Ruth’s Hospitality Group Conference Call Transcript Evercall Moderator Thank you for standing by. Welcome to the Darden Restaurants and Ruth’s Chris Hospitality Group Conference Call. At this time, all participants are in listen only mode until the question and answer session at which point you’ll have an opportunity to join the queue by pressing *1 on y

May 4, 2023 EX-99.1

Disclaimer/Non-GAAP information IMPORTANT NOTICE The following slides are part of a presentation by Darden Restaurants, Inc. (“Darden”), and Ruth’s Hospitality Group, Inc. (“Ruth’s”), and are intended to be viewed as part of that presentation (the "P

EX-99.1 Ruth’s Hospitality Group Acquisition May 4, 2023 Exhibit 99.1 Disclaimer/Non-GAAP information IMPORTANT NOTICE The following slides are part of a presentation by Darden Restaurants, Inc. (“Darden”), and Ruth’s Hospitality Group, Inc. (“Ruth’s”), and are intended to be viewed as part of that presentation (the "Presentation"). No representation is made that the Presentation is a complete des

May 4, 2023 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUB

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUBY ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of DARDEN RESTAURANTS, INC. (Parent of Offeror) (Names of Filing Persons (identi

May 4, 2023 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Ruth’s Hospitality Group, Inc. (Name of Subject Company) Ruth’s

SC 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Ruth’s Hospitality Group, Inc. (Name of Subject Company) Ruth’s Hospitality Group, Inc. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 783332109

May 4, 2023 EX-99.2

Transcript of Investor Presentation by Parent and the Company, dated as of May 4, 2023.

EX-99.2 Exhibit 99.2 Darden Restaurants and Ruth’s Hospitality Group Conference Call Transcript Evercall Moderator Thank you for standing by. Welcome to the Darden Restaurants and Ruth’s Chris Hospitality Group Conference Call. At this time, all participants are in listen only mode until the question and answer session at which point you’ll have an opportunity to join the queue by pressing *1 on y

May 3, 2023 EX-99.1

Second Joint Press Release, dated May 3, 2023.

EX-99.1 Exhibit 99.1 Darden Restaurants and Ruth’s Hospitality Group Provide Updated Call Information for Thursday, May 4, 2023 Conference Call. ORLANDO, Fla., May 3, 2023/PRNewswire/ — Darden Restaurants, Inc. (“Darden”) (NYSE:DRI) and Ruth’s Hospitality Group, Inc. (“Ruth’s”) (Nasdaq:RUTH) announced earlier today that they have entered into a definitive merger agreement pursuant to which Darden

May 3, 2023 EX-99.5

FAQs, first used on May 3, 2023.

EX-99.5 Exhibit 99.5 Darden Acquisition FAQs Ranger Team Members Q: Who is Darden? A: I am sure you are familiar with Darden and at least some of their iconic brands — Olive Garden, LongHorn Steakhouse, Cheddar’s Scratch Kitchen, Yard House, The Capital Grille, Seasons 52, Bahama Breeze and Eddie V’s. Like Ruth’s Chris , Darden is built on the strong legacy of their founder — Bill Darden — and the

May 3, 2023 EX-99.4

Acquisition FAQs prepared for Parent Team Members, dated May 3, 2023.

EX-99.4 Exhibit 99.4 Ruth’s Chris Acquisition FAQs Darden Team Members Q: What did Darden announce today? A: That we have entered into a definitive merger agreement to acquire all of the outstanding shares of Ruth’s Hospitality Group, the owner of Ruth’s Chris Steak House, for $21.50 per share, in an all-cash transaction with an equity value of approximately $715 million. Q: What is Ruth’s Chris?

May 3, 2023 EX-99.4

Letter to Franchisees, first used on May 3, 2023.

EX-99.4 Exhibit 99.4 Message from Cheryl & Rick: Darden Acquisition Franchisees To Our Franchise Partners: Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruth’s Chris Steak House. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand. I want you to know our Board of Directors unanimously ap

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 RUTH’S HOSPITALITY GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 RUTH’S HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51485 72-1060618 (State or other Jurisdiction of Incorporation) (Commiss

May 3, 2023 EX-99.1

Darden Restaurants to Acquire Ruth’s Hospitality Group in $715 Million Transaction

EX-99.1 Exhibit 99.1 Darden Restaurants to Acquire Ruth’s Hospitality Group in $715 Million Transaction ORLANDO, Fla., (May 3, 2023) - Darden Restaurants, Inc. (“Darden”) (NYSE:DRI) and Ruth’s Hospitality Group, Inc. (“Ruth’s”) (Nasdaq: RUTH), jointly announced today that they have entered into a definitive merger agreement pursuant to which Darden will commence a tender offer to acquire all of th

May 3, 2023 EX-99.3

Letter to Home Office, first used on May 3, 2023.

EX-99.3 Exhibit 99.3 Messages from Cheryl & Rick: Darden Acquisition Home Office A Message from Cheryl Henry Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruth’s Hospitality Group. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand. I want you to know our Board of Directors unanimously

May 3, 2023 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Ruth’s Hospitality Group, Inc. (Name of Subject Company) Ruth’s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Ruth’s Hospitality Group, Inc. (Name of Subject Company) Ruth’s Hospitality Group, Inc. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 783332109 (CUSIP Num

May 3, 2023 EX-99.6

Message from Cheryl Henry, President and Chief Executive Officer of the Company, and Ricardo Cardenas, President and Chief Executive Officer of Parent, to Company Franchisees, dated May 3, 2023.

EX-99.6 Exhibit 99.6 Message from Cheryl & Rick: Darden Acquisition Franchisees To Our Franchise Partners: Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruth’s Chris Steak House. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand. I want you to know our Board of Directors unanimously ap

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 RUTH’S HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Comm

May 3, 2023 EX-2.1

Agreement and Plan of Merger, dated as of May 2, 2023, by and among Darden Restaurants, Inc., Ruby Acquisition Corporation and Ruth’s Hospitality Group, Inc.

EX-2.1 2 d173981dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among DARDEN RESTAURANTS, INC., RUBY ACQUISITION CORPORATION and RUTH’S HOSPITALITY GROUP, INC. Dated as of May 2, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Additional Defined Terms 17 1.3 Certain Interpretations 19 ARTICLE II THE OFFER AND THE MERGER

May 3, 2023 EX-99.5

Message from Cheryl Henry, President and Chief Executive Officer of the Company, and Ricardo Cardenas, President and Chief Executive Officer of Parent, to Company-Owned Operators, dated May 3, 2023.

Exhibit 99.5 Message from Cheryl & Rick: Darden Acquisition Company-Owned Operators A Message from Cheryl Henry Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruth’s Chris Steak House. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand. I want you to know our Board of Directors unanimous

May 3, 2023 EX-99.7

Leader Talking Points, Company-Owned Operations Leaders, first used on May 3, 2023.

EX-99.7 Exhibit 99.7 Ruth’s Chris Steak House Leader Talking Points Company-Owned Operations Leaders • This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand • Our Board of Directors unanimously approved this decision after careful consideration of what this will provide to our Team Members, our Franchise Partners, our Stockholders, a

May 3, 2023 EX-99.1

Second Joint Press Release, dated May 3, 2023.

EX-99.1 Exhibit 99.1 Darden Restaurants and Ruth’s Hospitality Group Provide Updated Call Information for Thursday, May 4, 2023 Conference Call. ORLANDO, Fla., May 3, 2023/PRNewswire/ — Darden Restaurants, Inc. (“Darden”) (NYSE:DRI) and Ruth’s Hospitality Group, Inc. (“Ruth’s”) (Nasdaq:RUTH) announced earlier today that they have entered into a definitive merger agreement pursuant to which Darden

May 3, 2023 EX-99.2

Message from Ricardo Cardenas, President and Chief Executive Officer of Parent, to Parent Team Members, dated May 3, 2023.

EX-99.2 Exhibit 99.2 Message from Rick on Acquisition of Ruth’s Hospitality Group Darden Team Members FOR INTERNAL USE ONLY; DO NOT DISTRIBUTE Hello everyone, This morning we announced an agreement to acquire Ruth’s Hospitality Group [RELEASE LINK]. I have been a fan of Ruth’s for a long time, and have believed for quite a while that they’d make a great addition to the Darden family of brands. If

May 3, 2023 EX-99.2

Letter to Operators, first used on May 3, 2023.

EX-99.2 Exhibit 99.2 Message from Cheryl & Rick: Darden Acquisition Company-Owned Operators A Message from Cheryl Henry Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruth’s Chris Steak House. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand. I want you to know our Board of Directors u

May 3, 2023 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 2, 2023 (Date of earliest event reported) DARDEN RESTAURANTS, I

SC TO-C 1 d280583dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 2, 2023 (Date of earliest event reported) DARDEN RESTAURANTS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 1-13666 Florida 59-3305930 (Sta

May 3, 2023 EX-10.1

Tender and Support Agreement, dated as of May 2, 2023, by and among Darden Restaurants, Inc., Ruby Acquisition Corporation, Ruth’s Hospitality Group, Inc and the stockholders party thereto.

EX-10.1 Exhibit 10.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and among Darden Restaurants, Inc., a Florida corporation (“Parent”), Ruby Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Co

May 3, 2023 EX-99.7

Message from Cheryl Henry, President and Chief Executive Officer of the Company, and Ricardo Cardenas, President and Chief Executive Officer of Parent, to the Company Home Office, dated May 3, 2023.

EX-99.7 8 d436471dex997.htm EX-99.7 Exhibit 99.7 Messages from Cheryl & Rick: Darden Acquisition Home Office A Message from Cheryl Henry Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruth’s Hospitality Group. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand. I want you to know our Boa

May 3, 2023 EX-99.6

Leader Talking Points, Home Office, first used on May 3, 2023.

EX-99.6 Exhibit 99.6 Ruth’s Chris Steak House Leader Talking Points Home Office • This is exciting, but we recognize this is a lot to take in • Most importantly, we want you to understand why this acquisition is right for us: • This is the right next step in our journey. Being part of Darden — benefitting from their competitive advantages, infrastructure and expertise in developing brands — will e

May 3, 2023 EX-99.3

Leader Talking Points prepared for Parent Team Members, dated May 3, 2023.

EX-99.3 4 d436471dex993.htm EX-99.3 Exhibit 99.3 Leader Talking Points on Acquisition of Ruth’s Hospitality Group Darden Team Members • Ruth’s Chris Steak House is one of the strongest and most differentiated brands in fine dining, and will be an excellent addition to the portfolio • While this is exciting, the single most important thing you can do now is to remain focused on your job: • Running

May 3, 2023 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RUTH’S HOSPITALITY GROUP, INC. (Name of Subject Company (issuer)) RUBY ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of DARDEN RESTAURANTS, INC. (Parent of Offeror) (Names of Filing Persons (identifying st

April 20, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSIO N Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) o f th e Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSIO N Washington, D.

March 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 RUTH’S HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

March 7, 2023 EX-99.2

Reconciliation of Net Income (Loss) to Non-GAAP Adjusted EBITDA

Exhibit 99.2 We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within these investor presentation materials, we make reference to a non-GAAP financial measure: adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA). This non-GAAP financial measure was calculated by excluding the impact of certain items to

March 7, 2023 EX-99.1

Investor Update – March 2023

Exhibit 99.1

February 23, 2023 EX-99.1

Ruth’s Hospitality Group, Inc. Reports Fourth Quarter 2022 Financial Results – Increases Quarterly Dividend to $0.16 Per Share –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports Fourth Quarter 2022 Financial Results – Increases Quarterly Dividend to $0.16 Per Share – WINTER PARK, Fla.—(BUSINESS WIRE)—February 23, 2023—Ruth’s Hospitality Group, Inc. (the “Company”) (Nasdaq: RUTH) today reported financial results for its fourth quarter and fiscal year ended December 25, 2022 and provided a business up

February 23, 2023 EX-10.24

Employment Agreement dated November 14, 2022, between the Company and Mark Kupferman

Exhibit 10.24 Employment Agreement Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Mark Kupferman (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer. This employment agreement (this “Agreement”) shall take effect as of November 14, 2022 (the “Effective Date”). NOW THEREFORE, in consideration of Employer’s continued

February 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 RUTH’S HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (C

February 23, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 25, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-51

February 23, 2023 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company Entity Jurisdiction Ruth’s Chris Steak House Franchise, LLC Louisiana RCSH Management, Inc. Louisiana RCSH Operations, LLC Louisiana RCSH Operations, Inc. California Ruth’s Chris Steak House Boston, LLC Louisiana RHG Kingfish, LLC Florida RHG Fish Market, Inc. Florida MFM Winter Park, LLC Florida RHGI Giftco, Inc. Florida

February 14, 2023 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Ruth's Hospitality Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 783332109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria

February 9, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

February 9, 2023 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01826-ruthshospitalitygrou.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Ruth's Hospitality Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 783332109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate

January 3, 2023 CORRESP

*****

1030 W. Canton Ave. Suite 100 Winter Park, FL 32789 (407) 333-7440 www.rhgi.com January 3, 2023 By EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Aamira Chaudhry and Mr. Abe Friedman Re: Ruth’s Hospitality Group, Inc. Form 10-K for Fiscal Year Ended December 26, 2021 Filed Febru

November 4, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

November 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 4, 2022 EX-99.1

Ruth’s Hospitality Group, Inc. Reports Third Quarter 2022 Financial Results – Declares $0.14 Per Share Quarterly Dividend –

EXHIBIT 99.1 For Immediate Release Ruth?s Hospitality Group, Inc. Reports Third Quarter 2022 Financial Results ? Declares $0.14 Per Share Quarterly Dividend ? WINTER PARK, Fla.?(BUSINESS WIRE)?November 4, 2022?Ruth?s Hospitality Group, Inc. (the ?Company?) (Nasdaq: RUTH) today reported unaudited financial results for its third quarter ended September 25, 2022 and provided a business update. Third

September 6, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (C

August 5, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Comm

August 5, 2022 EX-10.3

Employment Agreement dated August 1, 2022, between the Company and Marcy Lynch.

Exhibit 10.3 Employment Agreement Ruth?s Hospitality Group, Inc. (hereafter referred to as ?Employer?) and Marcy Lynch (hereinafter referred to as ?Employee?) agree upon the following terms of employment of Employee by Employer. This employment agreement (this ?Agreement?) shall take effect as of August 1, 2022 (the ?Effective Date?). WHEREAS, Employer and Employee are currently party to that cert

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000

August 5, 2022 EX-10.2

Employment Agreement dated August 1, 2022, between the Company and Kristy Chipman.

Exhibit 10.2 Employment Agreement Ruth?s Hospitality Group, Inc. (hereafter referred to as ?Employer?) and Kristy Chipman (hereinafter referred to as ?Employee?) agree upon the following terms of employment of Employee by Employer. This employment agreement (this ?Agreement?) shall take effect as of August 1, 2022 (the ?Effective Date?). WHEREAS, Employer and Employee are currently party to that c

August 5, 2022 EX-3.1

Amended and Restated By-Laws of Ruth's Hospitality Group, Inc.

Exhibit 3.1 AMENDED AND RESTATED BY?LAWS OF RUTH?S HOSPITALITY GROUP, INC. A Delaware corporation (Adopted as of August 4, 2022) ARTICLE I     OFFICES Section 1. Registered Office. The registered office of Ruth?s Hospitality Group, Inc. (the ?Corporation?) in the State of Delaware shall be located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808

August 5, 2022 EX-10.1

Employment Agreement dated August 1, 2022, between the Company and Cheryl J. Henry.

Exhibit 10.1 Employment Agreement Ruth?s Hospitality Group, Inc. (hereafter referred to as ?Employer?) and Cheryl J. Henry (hereinafter referred to as ?Employee?) agree upon the following terms of employment of Employee by Employer. This employment agreement (this ?Agreement?) shall take effect as of August 1, 2022 (the ?Effective Date?). WHEREAS, Employer and Employee are currently party to that

August 5, 2022 EX-99.1

– Posts Record Second Quarter Revenue Up 16% – – Approves $60M Share Repurchase Program – – Declares $0.14 Per Share Quarterly Dividend –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports Second Quarter 2022 Financial Results – Posts Record Second Quarter Revenue Up 16% – – Approves $60M Share Repurchase Program – – Declares $0.14 Per Share Quarterly Dividend – WINTER PARK, Fla.—(BUSINESS WIRE)—August 5, 2022—Ruth’s Hospitality Group, Inc. (the “Company”) (Nasdaq: RUTH) today reported unaudited financial resu

August 5, 2022 EX-10.4

Employment Agreement dated August 1, 2022, between the Company and David Hyatt.

Exhibit 10.4 Employment Agreement Ruth?s Hospitality Group, Inc. (hereafter referred to as ?Employer?) and David Hyatt (hereinafter referred to as ?Employee?) agree upon the following terms of employment of Employee by Employer. This employment agreement (this ?Agreement?) shall take effect as of August 1, 2022 (the ?Effective Date?). WHEREAS, Employer and Employee are currently party to that cert

May 27, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 26, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 24, 2022 SC 13D/A

RUTH / Ruth's Hospitality Group, Inc. / Hill Path Capital LP - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 2)1 Ruth?s Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 783332109 (CUSIP Number) SCOTT I

May 24, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13da211269011052422.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par v

May 17, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 6, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commiss

May 6, 2022 EX-99.1

Ruth’s Hospitality Group, Inc. Reports First Quarter 2022 Financial Results Earnings Per Share Increased 17% to $0.31 Quarterly Dividend Increased to $0.14 per Share

Exhibit 99.1 For Immediate Release Ruth?s Hospitality Group, Inc. Reports First Quarter 2022 Financial Results Earnings Per Share Increased 17% to $0.31 Quarterly Dividend Increased to $0.14 per Share WINTER PARK, Fla.?(BUSINESS WIRE)?May 6, 2022?Ruth?s Hospitality Group, Inc. (the ?Company?) (Nasdaq: RUTH) today reported unaudited financial results for its first quarter ended March 27, 2022 and p

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

April 21, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte

February 24, 2022 EX-99.1

Q4 2021

Exhibit 99.1 For Immediate Release Ruth?s Hospitality Group, Inc. Reports Fourth Quarter 2021 Financial Results WINTER PARK, Fla.?(BUSINESS WIRE)?February 24, 2022?Ruth?s Hospitality Group, Inc. (the ?Company?) (Nasdaq: RUTH) today reported unaudited financial results for its fourth quarter and fiscal year ended December 26, 2021 and provided a business update. CEO Comments Cheryl Henry, President

February 24, 2022 10-K

Legal UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Legal UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 26, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-51485 Ruth?s H

February 24, 2022 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company Entity Jurisdiction Ruth?s Chris Steak House Franchise, LLC Louisiana RCSH Management, Inc. Louisiana RCSH Operations, LLC Louisiana RCSH Operations, Inc. California Ruth?s Chris Steak House Boston, LLC Louisiana RHG Kingfish, LLC Florida RHG Fish Market, Inc. Florida MFM Winter Park, LLC Florida RHGI Giftco, Inc. Florida

February 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (C

February 14, 2022 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / ALLIANCEBERNSTEIN L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Ruth's Hospitality Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 783332109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 10, 2022 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Ruth's Hospitality Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 783332109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule i

January 10, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Com

January 10, 2022 EX-99.1

A BRAND FOUNDED IN OVERCOMING ADVERSITY, CREATING A BRIGHTER FUTURE

January 2022 Ruth's Hospitality Group Fireside Chat Exhibit 99.1 A BRAND FOUNDED IN OVERCOMING ADVERSITY, CREATING A BRIGHTER FUTURE OVERCOMING THE LATEST CHALLENGE Safe, rapid recovery Accelerated growth Stabilize and pivot Ruth's Chris has come far since its founding in 1965 151 $700+ ~$230 LOCATIONS GLOBALLY MILLION SYSTEMWIDE SALES $5.5M AUV OF COMPANY-OWNED RESTAURANTS MILLION CAPITAL RETURNE

December 3, 2021 SC 13D/A

RUTH / Ruth's Hospitality Group, Inc. / Hill Path Capital LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1)1 Ruth?s Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 783332109 (CUSIP Number) SCOTT I

November 29, 2021 SC 13D

RUTH / Ruth's Hospitality Group, Inc. / Hill Path Capital LP - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 Ruth?s Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 783332109 (CUSIP Number) SCOTT I.

November 29, 2021 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Ruth?s Hospitality Group, Inc., a Delaware corporation.

October 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth?s

October 29, 2021 EX-99.1

Reports Q3 Earnings Per Share of $0.20

Exhibit 99.1 For Immediate Release Ruth?s Hospitality Group, Inc. Reports Third Quarter 2021 Financial Results - Reports Q3 Earnings Per Share of $0.20 WINTER PARK, Fla.?(BUSINESS WIRE)?October 29, 2021?Ruth?s Hospitality Group, Inc. (the ?Company?) (Nasdaq: RUTH) today reported unaudited financial results for its third quarter ended September 26, 2021 and provided a business update. CEO Comments

October 29, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

October 20, 2021 EX-10.1

Amended and Restated Credit Agreement, dated as of October 18, 2021, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 20, 2021)

Exhibit 10.1 Execution Version Published CUSIP Number:78333GAG3 Revolving Credit CUSIP Number:78333GAH1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2021, by and among RUTH?S HOSPITALITY GROUP, INC., as Borrower, the Subsidiaries of the Borrower, as Guarantors, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swinglin

October 20, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

August 27, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2021 RUTH’S HOSPITALIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2021 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Com

August 6, 2021 EX-99.1

Revenue $110.9 Million

Exhibit 99.1 For Immediate Release Ruth?s Hospitality Group, Inc. Reports Second Quarter 2021 Financial Results - Revenue $110.9 Million - Earnings Per Share $0.36 WINTER PARK, Fla.?(BUSINESS WIRE)?August 6, 2021?Ruth?s Hospitality Group, Inc. (the ?Company?) (Nasdaq: RUTH) today reported unaudited financial results for its second quarter ended June 27, 2021 and provided a business update. CEO Com

August 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Comm

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth?s Hosp

June 22, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

May 28, 2021 8-K

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 7, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commiss

May 7, 2021 EX-10.1

Seventh Amendment, dated as of May 4, 2021, to Credit Agreement, dated as of February 2, 2017, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner.

Exhibit 10.1 EXECUTION VERSION SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of May 4, 2021, is by and among RUTH?S HOSPITALITY GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as herei

May 7, 2021 EX-10.4

Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated March 1, 2021, between the Company and David Hyatt.

Exhibit 10.4 David Hyatt TERMS OF EMPLOYMENT AND SALARY CONTINUATION AGREEMENT (?AGREEMENT?) Ruth?s Hospitality Group, Inc. (hereafter referred to as ?Employer?) and David Hyatt (hereinafter referred to as ?Employee?) agree upon the following terms of employment of Employee by Employer. This Agreement shall take effect as of March 1, 2021 (the ?Effective Date?). 1.Duties. Employee shall be employe

May 7, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth?s Hos

May 7, 2021 EX-10.3

Terms of Employment/Letter of Understanding and Salary Continuation Agreement dated March 1, 2021, between the Company and Marcy Norwood Lynch

Exhibit 10.3 Marcy Norwood Lynch TERMS OF EMPLOYMENT AND SALARY CONTINUATION AGREEMENT (?AGREEMENT?) Ruth?s Hospitality Group, Inc. (hereafter referred to as ?Employer?) and Marcy Norwood Lynch (hereinafter referred to as ?Employee?) agree upon the following terms of employment of Employee by Employer. This Agreement shall take effect as of March 1, 2021 (the ?Effective Date?). 1.Duties. Employee

May 7, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commiss

May 7, 2021 EX-99.1

-Earnings Per Share $0.26 -Strengthening Sales Trends -Accelerated Development Plan

Exhibit 99.1 For Immediate Release Ruth?s Hospitality Group, Inc. Reports First Quarter 2021 Financial Results -Earnings Per Share $0.26 -Strengthening Sales Trends -Accelerated Development Plan WINTER PARK, Fla.?(BUSINESS WIRE)?May 7, 2021?Ruth?s Hospitality Group, Inc. (the ?Company?) (Nasdaq: RUTH) today reported unaudited financial results for its first quarter ended March 28, 2021 and provide

April 16, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte

March 15, 2021 10-K/A

Annual Report - 10-K/A

Legal UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 27, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number

March 5, 2021 EX-10.29

Separation, Transition, and Release of Claims Agreement, effective as of December 2, 2020, by and between Ruth’s Hospitality Group, Inc. and Arne G. Haak.

Exhibit 10.29 SEPARATION, TRANSITION, AND RELEASE OF CLAIMS AGREEMENT This Separation, Transition, and Release of Claims Agreement (the ?Agreement?) is made as of the Agreement Effective Date (as defined in Section 6 below) by and between Ruth?s Hospitality Group, Inc. (the ?Company?) and Arne G. Haak (?Mr. Haak?) (together, the ?Parties?). WHEREAS, the Company and Mr. Haak are parties to the Term

March 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2021 RUTH?S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

March 5, 2021 EX-99.1

Ruth’s Hospitality Group, Inc. Reports Fourth Quarter with a Return to Positive Net Income

Exhibit 99.1 Ruth’s Hospitality Group, Inc. Reports Fourth Quarter with a Return to Positive Net Income WINTER PARK, Fla.—(BUSINESS WIRE)—March 5, 2021—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today provided a business update on the impact of the COVID-19 pandemic and reported unaudited financial results for its fourth quarter and fiscal year ended December 27, 2020. Business

March 5, 2021 10-K

Annual Report - 10-K

Legal UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 27, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-51485 Ruth?s H

March 5, 2021 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company Entity Jurisdiction Ruth?s Chris Steak House Franchise, LLC Louisiana RCSH Management, Inc. Louisiana RCSH Operations, LLC Louisiana RCSH Operations, Inc. California Ruth?s Chris Steak House Boston, LLC Louisiana RHG Kingfish, LLC Florida RHG Fish Market, Inc. Florida MFM Winter Park, LLC Florida RHGI Giftco, Inc. Florida

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ruth’s Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ruth’s Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 783332109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 16, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Ruth's Hospitality Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 783332109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Ruth's Hospitality Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 783332109 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule i

February 8, 2021 SC 13G

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ruth's Hospitality Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 783332109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 29, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

January 29, 2021 EX-10.1

Sixth Amendment, dated as of January 28, 2021, to Credit Agreement, dated as of February 2, 2017, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner.

EXHIBIT 10.1 Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 28, 2021, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as here

January 11, 2021 8-K

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2021 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

November 12, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

November 12, 2020 EX-10.1

Terms of Employment/Letter of Understanding and Salary Continuation Agreement, effective as of November 9, 2020, by and between Ruth’s Hospitality Group, Inc. and Kristy Chipman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 12, 2020).

EX-10.1 Exhibit 10.1 Kristy Chipman EMPLOYMENT AGREEMENT (“AGREEMENT”) Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Kristy Chipman (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer. This Agreement shall take effect as of November 30, 2020 (the “Effective Date”). 1. Duties. Employee shall be employed during the t

November 12, 2020 EX-99.1

Ruth’s Hospitality Group, Inc. Announces CFO Transition Kristy Chipman’s Appointment Effective November 30, 2020

EX-99.1 Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Announces CFO Transition Kristy Chipman’s Appointment Effective November 30, 2020 WINTER PARK, FL — (BUSINESS WIRE) — November 12, 2020— Ruth’s Hospitality Group, Inc. (Nasdaq: RUTH) today announced that Kristy Chipman has been appointed Chief Financial Officer, effective November 30, 2020. Ms. Chipman will succeed Arne Haak

November 2, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth’s

October 30, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

October 30, 2020 EX-99.1

Ruth’s Hospitality Group, Inc. Provides Business Update and Reports Third Quarter 2020 Financial Results

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Provides Business Update and Reports Third Quarter 2020 Financial Results WINTER PARK, Fla.—(BUSINESS WIRE)—October 30, 2020—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today provided a business update on the impact of the COVID-19 pandemic and reported unaudited financial results for its third quarter ended Septem

October 30, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

October 30, 2020 EX-10.1

Fifth Amendment, dated as of October 26, 2020, to Credit Agreement, dated as of February 2, 2017, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner.

EXHIBIT 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 26, 2020, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (

September 16, 2020 8-K

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (

September 4, 2020 SC 13G

RUTH / Ruth's Hospitality Group, Inc. / North Peak Capital Management, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ruth’s Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 783332109 (CUSIP Number) August 28, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

September 4, 2020 EX-99.1

Joint Filing Agreement (filed herewith).

EXHIBIT 99.1 JOINT FILING AGREEMENT September 4, 2020 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there

August 14, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Com

August 6, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth’s Hosp

July 31, 2020 EX-99.1

RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations – Preliminary and Unaudited (Amounts in thousands, except share and per share data)

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Provides Business Update Related to COVID-19 and Reports Second Quarter 2020 Financial Results WINTER PARK, Fla.—(BUSINESS WIRE)—July 31, 2020—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today provided a business update on the impact of the COVID-19 pandemic and reported unaudited financial results for its second q

July 31, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

July 9, 2020 EX-99.1

Ruth’s Hospitality Group, Inc. Announces Mike O’Donnell’s Retirement As Executive Chair O’Donnell to Continue on Board of Directors

Exhibit 99.1 Ruth’s Hospitality Group, Inc. Announces Mike O’Donnell’s Retirement As Executive Chair O’Donnell to Continue on Board of Directors WINTER PARK, Fla.-(BUSINESS WIRE)—July 9, 2020- Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH) (the “Company”), one of the largest upscale steakhouse companies in the world, today announced that Michael O’Donnell, the Company’s current Executive Chairman,

July 9, 2020 EX-10.1

Retirement, Transition, and Release of Claims Agreement, between the Company and Michael P. O’Donnell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2020).

Exhibit 10.1 RETIREMENT, TRANSITION, AND RELEASE OF CLAIMS AGREEMENT This Retirement, Transition, and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined in Section 6 below) by and between Ruth’s Hospitality Group, Inc. (the “Company”) and Michael O’Donnell (“Mr. O’Donnell”) (together, the “Parties”). WHEREAS, the Company and Mr. O’Donnell are parti

July 9, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

June 23, 2020 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

June 17, 2020 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

June 4, 2020 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 22, 2020 EX-1.1

Underwriting Agreement, dated May 20, 2020, by and between the Company and Jefferies LLC, as underwriter.

EX-1.1 Exhibit 1.1 5,612,903 Shares of Common Stock Ruth’s Hospitality Group, Inc. UNDERWRITING AGREEMENT May 20, 2020 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies LLC (the “Underwriter”) an aggregate of 5,612,903 shares of its common stoc

May 22, 2020 EX-99.1

Information Relating to Part II.

EX-99.1 Exhibit 99.1 Information Relating to Part II. Item 14. Other Expenses of Issuance and Distribution The expenses in connection with the offer and sale of shares of common stock of Ruth’s Hospitality Group, Inc., registered pursuant to the Registration Statement on Form S-3 (Registration No. 333-238138) filed on May 8, 2020, are set forth in the following table. All amounts are estimated exc

May 22, 2020 424B5

$43,500,000 Common Stock

Form 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

May 22, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 20, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 20, 2020 EX-99.1

Ruth’s Hospitality Group, Inc. Announces Proposed Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Ruth’s Hospitality Group, Inc. Announces Proposed Public Offering of Common Stock WINTER PARK, Fla., May 20, 2020 (BUSINESS WIRE) — Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH) (the “Company”), one of the largest upscale steakhouse companies in the world, today announced that Jefferies LLC (“Jefferies”) has agreed to purchase $43,500,000 of the Company’s common stock (the “Sh

May 20, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 20, 2020 EX-10.1

Fourth Amendment, dated as of May 18, 2020, to Credit Agreement, dated as of February 2, 2017, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner.

Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 18, 2020, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in

May 20, 2020 FWP

Ruth’s Hospitality Group, Inc. Announces Proposed Public Offering of Common Stock

FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 20, 2020 Registration Statement No.

May 14, 2020 CORRESP

-

CORRESP Ruth’s Hospitality Group, Inc. 1030 W. Canton Avenue, Suite 100 Winter Park, FL 32789 May 14, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Cara Wirth Re: Ruth’s Hospitality Group, Inc. Registration Statement on Form S-3 Originally Filed May 8, 2020 File No. 333-238138 Ladies and Gentleme

May 8, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth’s Hos

May 8, 2020 S-3

- S-3

As filed with the Securities and Exchange Commission on May 8, 2020 Registration No.

May 8, 2020 EX-10.1

Third Amendment, dated as of May 7, 2020, to Credit Agreement, dated as of February 2, 2017, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner.

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 7, 2020, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinaft

May 8, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commiss

May 8, 2020 EX-99.1

Ruth’s Hospitality Group, Inc. Provides Business Update Related to COVID-19 and Reports First Quarter 2020 Financial Results

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Provides Business Update Related to COVID-19 and Reports First Quarter 2020 Financial Results WINTER PARK, Fla.—(BUSINESS WIRE)—May 8, 2020—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today provided a business update on the impact of the COVID-19 pandemic, and reported unaudited financial results for its first quar

May 8, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commiss

April 24, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Comm

April 24, 2020 DEF 14A

Definitive Proxy Statement on Schedule 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 13, 2020 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

April 13, 2020 EX-10.1

Promissory Note, between JPMorgan Chase Bank, N.A. and RCSH Operations, Inc., dated April 7, 2020

Exhibit 10.1 NOTE Date 4/7/2020 Note Amount $ 10,000,000 Borrower RCSH Operations, Inc. Lender JPMorgan Chase Bank, N.A. 1. PROMISE TO PAY. Borrower promises to pay to the order of Lender the N o t e A mount, p l u s interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note. 2. DEFINITIONS. “CARES Act” means the Coronavirus Aid, Relief, and Economic Sec

April 13, 2020 EX-10.2

Promissory Note, between JPMorgan Chase Bank, N.A. and RCSH Operations, LLC, dated April 7, 2020

Exhibit 10.2 NOTE Date 4/7/2020 Note Amount $ 10000000 Borrower RCSH Operations, LLC Lender JPMorgan Chase Bank, N.A. 1. PROMISE TO PAY. Borrower promises to pay to the order of Lender the N o t e A mount, p l u s interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note. 2. DEFINITIONS. “CARES Act” means the Coronavirus Aid, Relief, and Economic Securi

March 30, 2020 EX-10.1

Second Amendment, dated as of March 27, 2020, to Credit Agreement, dated as of February 2, 2017, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner

Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 27, 2020, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as here

March 30, 2020 EX-99.1

Ruth’s Hospitality Group, Inc. Provides Update on Actions Taken In Response to COVID-19 – Company Announces Short-term Measures to Enhance Financial Strength & Flexibility –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Provides Update on Actions Taken In Response to COVID-19 – Company Announces Short-term Measures to Enhance Financial Strength & Flexibility – WINTER PARK, Fla.—(BUSINESS WIRE)—March 30, 2020—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today announced steps that the Company has taken to implement conservative cash

March 30, 2020 EX-10.2

Form of Addendum to Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2020).

Exhibit 10.2 FORM OF ADDENDUM TO EMPLOYMENT AGREEMENT THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of March 27, 2020, by and between Ruth’s Hospitality Group, Inc. (the “Employer”), and [●] (the “[Executive]/[Employee]”), and is intended to modify the Terms of Employment/Letter of Understanding and Salary Continuation Agreement, dated as of [●], 20[●] (the “Employment Agreem

March 30, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Comm

March 18, 2020 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Comm

March 3, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

March 3, 2020 EX-99.1

RUTH’S HOSPITALITY GROUP March 2020 NASDAQ: RUTH

RUTH’S HOSPITALITY GROUP March 2020 NASDAQ: RUTH Exhibit 99.1 This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,

March 3, 2020 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

March 2, 2020 10-K/A

Annual Report - 10-K/A

Legal UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 29, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number

February 27, 2020 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company Entity Jurisdiction Ruth’s Chris Steak House Franchise, LLC Louisiana RCSH Management, Inc. Louisiana RCSH Operations, LLC Louisiana RCSH Operations, Inc. California Ruth’s Chris Steak House Boston, LLC Louisiana RHG Kingfish, LLC Florida RHG Fish Market, Inc. Florida MFM Winter Park, LLC Florida RHGI Giftco, Inc. Florida

February 27, 2020 EX-4.1

Description of Registrant Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed February 27, 2020).

EXHIBIT 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES The following description of registered securities of Ruth’s Hospitality Group, Inc. is intended as a summary only. As used in this “Description of Registrant’s Securities,” the terms “Company,” “we,” “our” and “us” refer to Ruth’s Hospitality Group, Inc. and do not, unless the context otherwise indicates, include our subsidiaries. Our authorized

February 27, 2020 10-K

Annual Report - 10-K

Legal SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 29, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-51485 Ruth’s Hospitality Gro

February 21, 2020 EX-99.1

Ruth’s Hospitality Group, Inc. Reports Fourth Quarter and Fiscal Year 2019 Financial Results – Fourth Quarter GAAP Diluted EPS of $0.50 – – Fiscal Year GAAP Diluted EPS of $1.44 – – Company Announces 15% Increase in Quarterly Dividend to $0.15 per Sh

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports Fourth Quarter and Fiscal Year 2019 Financial Results – Fourth Quarter GAAP Diluted EPS of $0.50 – – Fiscal Year GAAP Diluted EPS of $1.44 – – Company Announces 15% Increase in Quarterly Dividend to $0.15 per Share – WINTER PARK, Fla.—(BUSINESS WIRE)—February 21, 2020—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: R

February 21, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (C

February 12, 2020 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RUTH'S HOSPITALITY GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 783332109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 12, 2020 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Ruth's Hospitality Group Inc Title of Class of Securities: Common Stock CUSIP Number: 783332109 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is

January 13, 2020 EX-99.1

RUTH’S HOSPITALITY GROUP ICR 2020 NASDAQ: RUTH

RUTH’S HOSPITALITY GROUP ICR 2020 NASDAQ: RUTH Exhibit 99.1 This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,”

January 13, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2020 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

January 13, 2020 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

November 15, 2019 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

November 15, 2019 EX-99.1

NASDAQ: RUTH Proven, differentiated business model with a history of success Record of consistent performance driven by operational excellence, targeted initiatives in place to support future growth Cash flow supports multiple levers to drive total s

RUTH’S HOSPITALITY GROUP November 2019 Exhibit 99.1 This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,” “will co

November 15, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (C

November 1, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

November 1, 2019 EX-99.1

Ruth’s Hospitality Group, Inc. Reports Third Quarter 2019 Financial Results – Third Quarter GAAP EPS of $0.16 – – Declares $0.13 Per Share Quarterly Dividend –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports Third Quarter 2019 Financial Results – Third Quarter GAAP EPS of $0.16 – – Declares $0.13 Per Share Quarterly Dividend – WINTER PARK, Fla.—(BUSINESS WIRE)—November 1, 2019—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today reported unaudited financial results for its third quarter ended September 29, 2019. H

November 1, 2019 10-Q

Quarterly Report - 10-Q-Q3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth’s

October 25, 2019 EX-3.2

Amended and Restated Bylaws of Ruth’s Hospitality Group, Inc.

Exhibit 3.2 AMENDED AND RESTATED BY‑LAWS OF RUTH’S HOSPITALITY GROUP, INC. A Delaware corporation (Adopted as of October 22, 2019) ARTICLE I OFFICES Section 1.Registered Office. The registered office of Ruth’s Hospitality Group, Inc. (the “Corporation”) in the State of Delaware shall be located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of the Corpo

October 25, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

September 19, 2019 EX-10.1

First Amendment, dated as of September 18, 2019, to Credit Agreement, dated as of February 2, 2017, by and among the Company, the Guarantors, the Lenders and Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner.

Exhibit 10.1 CID #: 000011416 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 18, 2019, is by and among RUTH’S HOSPITALITY GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as her

September 19, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (

August 2, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Comm

August 2, 2019 EX-99.1

Ruth’s Hospitality Group, Inc. Reports Second Quarter 2019 Financial Results – Second Quarter GAAP EPS of $0.31 – – Declares $0.13 Per Share Quarterly Dividend –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports Second Quarter 2019 Financial Results – Second Quarter GAAP EPS of $0.31 – – Declares $0.13 Per Share Quarterly Dividend – WINTER PARK, Fla.—(BUSINESS WIRE)—August 2, 2019—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today reported unaudited financial results for its second quarter ended June 30, 2019. Highl

August 2, 2019 10-Q

ruth-10q_20190630.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth’s Hosp

July 29, 2019 8-K

Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

July 26, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

June 6, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

June 6, 2019 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

June 6, 2019 EX-99.1

NASDAQ: RUTH Proven, differentiated business model with a history of success Record of consistent performance driven by operational excellence, targeted initiatives in place to support future growth Cash flow supports multiple levers to drive total s

RUTH’S HOSPITALITY GROUP June 2019 Exhibit 99.1 This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,” “will contin

May 22, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commis

May 14, 2019 DEFA14A

RUTH / Ruth's Hospitality Group, Inc. DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 9, 2019 EX-99.1

This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “b

RUTH’S HOSPITALITY GROUP May 2019 Exhibit 99.1 This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,” “will continu

May 9, 2019 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

May 9, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commiss

May 3, 2019 8-K

Financial Statements and Exhibits

8-K 1 ruth-8k20190501.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdict

May 3, 2019 EX-10.1

Asset Purchase Agreement, dated May 1, 2019, by and among RCSH Operations, LLC, Marsha Brown Restaurants, L.P., Marsha Brown Restaurants, Inc., M.R. Brown, Inc., Marsha Brown Development Corporation, and Ophelia May LLC, and the individuals listed on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 1, 2019).

Exhibit 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG RCSH OPERATIONS, LLC, MARSHA BROWN RESTAURANTS, L.P., MARSHA BROWN RESTAURANTS, INC. M.R. BROWN, INC., MARSHA BROWN DEVELOPMENT CORPORATION OPHELIA MAY LLC AND THE PRINCIPALS Dated as of May 1, 2019 Table of Contents Page ARTICLE I DEFINITIONS1 1.1 Certain Definitions1 ARTICLE II SALE AND PURCHASE OF ASSETS9 2.1 Sale and Purchase of the Assets9 2.

May 3, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commiss

May 3, 2019 EX-99.1

Ruth’s Hospitality Group, Inc. Reports First Quarter 2019 Financial Results – First Quarter GAAP EPS of $0.47 – – Announces Acquisition of Three Franchised Restaurants and Territory Development Rights – – Declares $0.13 Per Share Quarterly Dividend –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports First Quarter 2019 Financial Results – First Quarter GAAP EPS of $0.47 – – Announces Acquisition of Three Franchised Restaurants and Territory Development Rights – – Declares $0.13 Per Share Quarterly Dividend – WINTER PARK, Fla.—(BUSINESS WIRE)—May 3, 2019—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today

May 3, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth’s Hos

April 5, 2019 DEF 14A

RUTH / Ruth's Hospitality Group, Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 4, 2019 EX-99.1

This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “b

RUTH’S HOSPITALITY GROUP March 2019 Exhibit 99.1 This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,” “will conti

March 4, 2019 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

March 4, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Commi

February 28, 2019 10-K

RUTH / Ruth's Hospitality Group, Inc. 2018 10-K (Annual Report)

Legal SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-51485 Ruth’s Hospitality Gro

February 28, 2019 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company Entity Jurisdiction Ruth’s Chris Steak House Franchise, LLC Louisiana RCSH Management, Inc. Louisiana RCSH Operations, LLC Louisiana RCSH Operations, Inc. California Ruth’s Chris Steak House Boston, LLC Louisiana RHG Kingfish, LLC Florida RHG Fish Market, Inc. Florida MFM Winter Park, LLC Florida RHGI Giftco, Inc. Florida

February 22, 2019 EX-99.1

Ruth’s Hospitality Group, Inc. Reports Fourth Quarter and Full Year 2018 Financial Results – Fourth Quarter GAAP EPS of $0.49 – – Full Year GAAP EPS of $1.38 – – Company Announces 18% Increase in Quarterly Dividend to $0.13 per Share –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports Fourth Quarter and Full Year 2018 Financial Results – Fourth Quarter GAAP EPS of $0.49 – – Full Year GAAP EPS of $1.38 – – Company Announces 18% Increase in Quarterly Dividend to $0.13 per Share – WINTER PARK, Fla.—(BUSINESS WIRE)—February 22, 2019—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today reported

February 22, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (C

February 12, 2019 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / VANGUARD GROUP INC Passive Investment

ruthshospitalitygroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Ruth's Hospitality Group Inc Title of Class of Securities: Common Stock CUSIP Number: 783332109 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check th

February 8, 2019 SC 13G/A

RUTH / Ruth's Hospitality Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs056.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RUTH'S HOSPITALITY GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 783332109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

January 14, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2019 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

January 14, 2019 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

January 14, 2019 EX-99.1

This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “b

RUTH’S HOSPITALITY GROUP ICR CONFERENCE 2019 Exhibit 99.1 This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “targeting,” “will be,” “w

December 6, 2018 EX-99.1

This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “b

RUTH’S HOSPITALITY GROUP November 2018 Update Abdiel Aleman, VP of Culinary Development – 1997 Culinary Institute of America Exhibit 99.

December 6, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2018 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

December 6, 2018 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

November 7, 2018 EX-99.1

This presentation contains “forward-looking statements” that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “b

RUTH’S HOSPITALITY GROUP November 2018 Update Abdiel Aleman, VP of Culinary Development – 1997 Culinary Institute of America Exhibit 99.

November 7, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ruth-8k20181107.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Juri

November 7, 2018 EX-99.2

Reconciliation of Non-GAAP Financial Measures - Unaudited (amounts in thousands)

Exhibit 99.2 Reconciliation of Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Within our investor presentation materials, we make reference to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), a non-GAAP financial measure. We believe that this measurement represents a

November 2, 2018 EX-99.1

– Comparable Sales Up 3.7% – – Total Revenues Increased 16.3% –

Exhibit 99.1 For Immediate Release Ruth’s Hospitality Group, Inc. Reports Third Quarter 2018 Financial Results – Comparable Sales Up 3.7% – – Total Revenues Increased 16.3% – WINTER PARK, Fla.—(BUSINESS WIRE)—November 2, 2018—Ruth’s Hospitality Group, Inc. (the “Company”) (NASDAQ: RUTH) today reported unaudited financial results for its third quarter ended September 30, 2018. Highlights for the th

November 2, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2018 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

November 2, 2018 10-Q

RUTH / Ruth's Hospitality Group, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51485 Ruth’s

October 25, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2018 RUTH’S HOSPITALITY GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-51485 72-1060618 (State or Other Jurisdiction of Incorporation) (Co

October 25, 2018 EX-10.1

Terms of Employment/Letter of Understanding and Salary Continuation Agreement, effective as of October 24, 2018, by and between Ruth’s Hospitality Group, Inc. and Susan G. Mirdamadi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 25, 2018).

Exhibit 10.1 Susan L. Mirdamadi terms of employment/ letter of UNDERSTANDING AND SALARY CONTINUATION AGREEMENT (“AGREEMENT”) Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Susan L. Mirdamadi, (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer. 1.Duties . Employee shall be employed during the term of this Agreement

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