BJ's Restaurants (NASDAQ: BJRI) CEO gets RSU award, shares withheld for taxes

Rhea-AI Filing Summary

BJ's Restaurants CEO Tick Lyle reported equity compensation activity in common stock on January 15, 2026. The filing shows 480 shares were withheld by the company at $45.5 per share to cover minimum statutory taxes upon vesting of restricted stock units. On the same date, Lyle received a new award of 17,583 restricted stock units at $0 per unit, which will vest in three equal annual installments beginning on January 15, 2027. After these transactions, Lyle beneficially owned 32,872 shares of common stock, including 30,305 unvested restricted stock units, reflecting ongoing stock-based compensation rather than an open-market sale.

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

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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^*

Tick Lyle

(Last) (First) (Middle)

7755 CENTER AVENUE

SUITE 300

(Street)

HUNTINGTON BEACH CA 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)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/2026		F		480(1)	D	$45.5	15,289	D
Common Stock	01/15/2026		A		17,583(2)	A	$0	32,872(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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

2. These shares represent a Restricted Stock Unit award vesting in three equal annual installments beginning on January 15, 2027. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.

3. Amount includes 30,305 of unvested Restricted Stock Units.

	/s/ Rana Schirmer, Attorney-in-Fact	01/19/2026
	** 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.

FAQ

What insider transactions did BJRI CEO Tick Lyle report on January 15, 2026?

Tick Lyle reported two transactions in BJ's Restaurants common stock on January 15, 2026: the withholding of 480 shares at $45.5 per share to cover taxes on vested restricted stock units, and the receipt of a new award of 17,583 restricted stock units at $0 per unit.

Did the BJRI CEO sell shares in the open market in this Form 4?

The Form 4 indicates 480 shares were withheld by the company to satisfy minimum statutory tax withholding on vesting of restricted stock units. This is characterized as tax withholding by the registrant, not an open-market discretionary sale.

What are the terms of the 17,583 restricted stock units granted to the BJRI CEO?

The 17,583 restricted stock units granted to Tick Lyle vest in three equal annual installments beginning on January 15, 2027. Each restricted stock unit represents a contingent right to receive one share of BJ's Restaurants common stock.

How many BJRI shares does CEO Tick Lyle beneficially own after these transactions?

Following the reported transactions, Tick Lyle beneficially owned 32,872 shares of BJ's Restaurants common stock, which the disclosure notes includes 30,305 unvested restricted stock units.

What is transaction code F in the BJRI CEO’s Form 4?

In this Form 4, transaction code F refers to 480 shares withheld by the registrant to satisfy minimum statutory withholding requirements upon the vesting of restricted stock units, rather than a typical share sale on the market.

Is the BJRI CEO’s ownership reported as direct or indirect in this Form 4?

The Form 4 reports Tick Lyle’s holdings and the related transactions in BJ's Restaurants common stock as direct ownership (D), with no separate entity or indirect ownership structure indicated in the excerpt.