BJ’s Restaurants (BJRI) CMO logs stock grant and tax-withholding share disposal

Filing Impact

(Neutral)

Filing Sentiment

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Form Type

Rhea-AI Filing Summary

BJs Restaurants Inc senior vice president and CMO Heidi Rogers reported equity compensation activity involving company common stock. She received a grant or award of 1,486 shares of common stock on February 18, 2026 at a stated price of $0.00 per share, reflecting a stock award rather than an open-market purchase.

On the same date, 604 shares were disposed of at $42.71 per share to satisfy minimum statutory tax withholding obligations upon the vesting of restricted stock units, as noted in the footnotes. After these transactions, Rogers directly owned 9,265 shares of common stock, and this amount includes 4,932 unvested restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rogers Heidi

Role Sr. Vice President and CMO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,486	$0.00	--
Tax Withholding	Common Stock	604	$42.71	$26K

Holdings After Transaction: Common Stock — 9,869 shares (Direct)

Footnotes (1)

Shares withheld by the Registrant to satisfy minimum statutory withholding requirements on vesting of Restricted Stock Units. Amount includes 4,932 of unvested Restricted Stock Units.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 02:10 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rogers Heidi

(Last)

(First)

(Middle)

7755 CENTER AVE

SUITE 300

(Street)

HUNTINGTON BEACH

92647

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BJs RESTAURANTS INC [ BJRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President and CMO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2026		A		1,486	A	$0	9,869	D
Common Stock	02/18/2026		F		604⁽¹⁾	D	$42.71	9,265⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld by the Registrant to satisfy minimum statutory withholding requirements on vesting of Restricted Stock Units.

2. Amount includes 4,932 of unvested Restricted Stock Units.

	/s/ Rana Schirmer, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Heidi Rogers report in this BJRI Form 4 filing?

Heidi Rogers reported a stock award and related tax withholding. She received 1,486 BJRI common shares as a grant and had 604 shares withheld to cover tax obligations upon restricted stock unit vesting, leaving her with 9,265 directly owned shares.

Was the Heidi Rogers BJRI transaction an open-market buy or sell?

The Form 4 shows no open-market buy or sell. Rogers received 1,486 BJRI shares as a grant at $0.00, and 604 shares were disposed of at $42.71 solely to satisfy minimum statutory tax withholding on vesting restricted stock units.

How many BJRI shares does Heidi Rogers own after these Form 4 transactions?

After these transactions, Heidi Rogers directly owns 9,265 BJRI common shares. According to the disclosure footnote, this total includes 4,932 unvested restricted stock units that remain subject to future vesting conditions.

What is the significance of the 604 BJRI shares disposed of in the Form 4?

The 604 BJRI shares disposed of were withheld by the company to satisfy minimum statutory tax withholding on restricted stock unit vesting. This is described as a tax-withholding disposition, not a discretionary market sale by Heidi Rogers.

What role does Heidi Rogers hold at BJs Restaurants Inc (BJRI)?

Heidi Rogers is identified as a senior vice president and chief marketing officer at BJs Restaurants Inc. The Form 4 reflects her equity compensation activity in BJRI common stock, including a share grant and tax-related share withholding.

How many unvested restricted stock units does Heidi Rogers hold in BJRI?

The filing states that Heidi Rogers’ total reported holdings include 4,932 unvested restricted stock units. These units are part of her equity compensation package and will vest over time according to the company’s established award terms.