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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) X 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 ΤΟ Commission File Number : 000-51485 Ruth's Hospitality Group , Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 1030 W. Canton Avenue , Suite 100 , Winter Park , FL ( Address of principal executive offices ) 32789 ( Zip code ) Registrant's telephone number , including area code : ( 407 ) 333-7440 Securities Registered Pursuant to Section 12 ( b ) of the Act : Title of each class Common stock , par value $ 0.01 per share 72-1060618 ( I.R.S. Employer Identification No. ) Trading Symbol RUTH Name of each exchange on which registered The NASDAQ Stock Market LLC Securities Registered Pursuant to Section 12 ( g ) of the Act : None No " No 区 Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes - No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " “ smaller reporting company , ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act . □ Large accelerated filer Accelerated filer □ Non - accelerated filer □ Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . 0 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No As of June 28 , 2020 , the last day of the registrant's most recently completed fiscal second quarter , the aggregate market value of the registrant's outstanding common stock , par value $ 0.01 per share , held by non - affiliates was $ 268,029,858 . The number of shares outstanding of the registrant's common stock as of February 24 , 2021 , was 34,961,517 which includes 721,815 shares of unvested restricted stock . DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of Annual Report on Form 10 - K , to the extent not set forth herein , is incorporated herein by reference to the registrant's Proxy Statement for the 2021 Annual Meeting of Stockholders , to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant's fiscal year .