Bradford Richmond Form 4: RSU Tax-Withholding Reduces Ownership; 2,747 Unvested RSUs

Rhea-AI Filing Summary

BJ's Restaurants insider Bradford C. Richmond reported a Form 4 showing a routine withholding of shares to cover taxes on vested restricted stock units. On 08/28/2025 the filing shows 2,743 shares were disposed (withheld) at a price of $33.69 per share to satisfy minimum statutory withholding. After the transaction, Mr. Richmond beneficially owns 16,047 shares directly and 15,500 shares indirectly through a trust. The filing notes that 2,747 of the holdings are unvested RSUs. The form was signed by an attorney-in-fact, Jacob J. Guild, on behalf of Bradford C. Richmond on 08/28/2025.

Positive

• Disclosure transparency: Form 4 clearly reports withheld shares, remaining direct and indirect ownership and unvested RSUs
• Ownership retained: Reporting person continues to hold 16,047 shares directly and 15,500 shares indirectly after withholding

Negative

• Shares reduced: 2,743 shares were disposed (withheld) to satisfy tax withholding on vesting
• Portion unvested: 2,747 shares are unvested RSUs, indicating potential future dilution upon vesting

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale on vested RSUs; small net change in director ownership, unlikely to affect company fundamentals.

The Form 4 reports a common transactional mechanics where 2,743 shares were withheld at $33.69 to cover statutory tax obligations on vesting. Post-transaction direct beneficial ownership is 16,047 shares with an additional 15,500 shares held indirectly via trust. The filing quantifies 2,747 unvested RSUs, confirming remaining restricted compensation exposure. This is a routine insider activity and does not indicate an active open-market sale for liquidity beyond withholding; impact on share supply is minimal relative to typical public float sizes.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 reporting; transaction appears procedural

The filing identifies Mr. Richmond as a Director and shows the transaction was processed via withholding of vested RSUs rather than an independent cash sale, which is a standard administrative action. The signature by an attorney-in-fact is properly recorded with the same report date. The Form 4 transparently states the number of unvested RSUs included in beneficial ownership, supporting governance and compensation transparency obligations.

08/28/2025 - 06:56 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
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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^*

Richmond C Bradford

(Last) (First) (Middle)

7755 CENTER AVE.

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		F		2,743(1)	D	$33.69	16,047(2)	D
Common Stock								15,500	I	By Trust

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. Amount includes 2,747 of unvested Restricted Stock Units.

	/s/ Jacob J. Guild, Attorney-in-Fact for Bradford C. Richmond	08/28/2025
	** 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 did Bradford C. Richmond report on the BJRI Form 4 filed 08/28/2025?

The Form 4 reports that 2,743 shares were withheld at $33.69 to satisfy tax withholding on vested RSUs; post-transaction ownership is 16,047 direct and 15,500 indirect.

Why were 2,743 shares disposed according to the Form 4?

The filing states the shares were withheld by the registrant to satisfy minimum statutory withholding requirements on vesting of Restricted Stock Units.

How many of Mr. Richmond’s shares are unvested according to the filing?

The Form 4 indicates 2,747 of the holdings are unvested Restricted Stock Units.

What is Bradford C. Richmond’s relationship to BJ's Restaurants (BJRI)?

The filing identifies him as a Director of BJ's Restaurants, Inc.

Who signed the Form 4 for Bradford C. Richmond?

The Form 4 was signed by Jacob J. Guild, Attorney-in-Fact for Bradford C. Richmond on 08/28/2025.