Red Robin (RRGB) COO shares sold automatically to cover RSU vesting taxes

Rhea-AI Filing Summary

RED ROBIN GOURMET BURGERS INC Chief Operations Officer Jesse Griffith reported an automatic sale of 1,402 shares of common stock at $3.2108 per share. The shares were sold by the company on his behalf to cover tax withholding obligations and fees arising from the vesting of 3,497 time-based restricted stock units granted on March 13, 2024 under the 2017 Performance Incentive Plan. Footnotes clarify these sell-to-cover transactions were not discretionary trades by Griffith. Following the transaction, he directly holds 42,949 shares, including 34,160 time-based restricted stock units that remain subject to vesting and forfeiture restrictions.

Insights

Equity compensation and insider trading analyst

Routine, non-discretionary tax sell-to-cover tied to RSU vesting.

The filing shows 1,402 Red Robin common shares sold at $3.2108 per share for Chief Operations Officer Jesse Griffith. Footnotes state the issuer executed these sales automatically to cover tax withholding and related fees from the vesting of 3,497 time-based RSUs.

Because the transactions were automatic sell-to-cover and explicitly described as not discretionary, they carry little informational value about the executive’s view of the stock. After this event, Griffith still holds 42,949 shares directly, including 34,160 unvested RSUs subject to vesting and forfeiture conditions, indicating a continuing equity stake aligned with future company performance.

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^*

Griffith Jesse

(Last) (First) (Middle)

10000 E.GEDDES AVENUE

SUITE 500

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC [ RRGB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		S(1)		1,402	D	$3.2108(2)	42,949(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. Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 3,497 time-based restricted stock units that were granted to the reporting person on March 13, 2024 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

2. The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.2108 per share.

3. Includes 34,160 time-based restricted stock units subject to vesting and forfeiture restrictions.

	/s/ Carrie Etherton, Attorney-in-Fact	03/17/2026
	** 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 transaction did Red Robin (RRGB) report for Jesse Griffith?

Red Robin reported an automatic sale of 1,402 common shares for Chief Operations Officer Jesse Griffith at $3.2108 per share. The company sold the shares on his behalf solely to cover tax withholding obligations and fees from recently vested restricted stock units.

Was Jesse Griffith’s Red Robin (RRGB) share sale a discretionary trade?

No, the transaction was not discretionary. Footnotes explain the 1,402 shares were sold automatically by the issuer as “sell-to-cover” to satisfy tax withholding and related fees triggered by RSU vesting, rather than an open-market decision by Griffith.

How many restricted stock units vested for Red Robin (RRGB) COO Jesse Griffith?

The tax sell-to-cover was triggered by the vesting of 3,497 time-based restricted stock units granted on March 13, 2024. These units were awarded under Red Robin’s 2017 Performance Incentive Plan, and their vesting created the tax obligation requiring share sales.

What are Jesse Griffith’s remaining Red Robin (RRGB) holdings after the transaction?

After the transaction, Jesse Griffith holds 42,949 Red Robin common shares directly. This total includes 34,160 time-based restricted stock units that remain subject to vesting and forfeiture restrictions, representing continued equity-based alignment with the company’s future performance.

At what price were the Red Robin (RRGB) shares sold for Jesse Griffith’s tax obligations?

The 1,402 Red Robin common shares were sold in a single transaction at $3.2108 per share. The filing specifies this as the actual sale price, used in an automatic sell-to-cover process to pay withholding taxes and related fees on vested restricted stock units.