Red Robin (RRGB) COO gets 38,636 Phantom RSUs, sells shares

Rhea-AI Filing Summary

RED ROBIN GOURMET BURGERS INC Chief Operations Officer Jesse Griffith reported a mix of compensation-related share movements. He sold 839 shares of common stock in an open-market transaction at $3.12 per share, tied to automatic “sell-to-cover” activity on vested restricted stock units.

The company also withheld 3,284 shares of common stock valued at $3.08 per share to satisfy tax obligations from another RSU vesting. Separately, Griffith received a grant of 38,636 Phantom Restricted Stock Units, each representing one share or its cash equivalent, scheduled to vest in three equal installments over three years. Following these transactions, he directly holds 38,826 common shares, including 23,348 subject to vesting and forfeiture restrictions.

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^*

Griffith Jesse

(Last) (First) (Middle)

10000 E.GEDDES AVENUE

SUITE 500

(Street)

ENGLEWOOD COLORADO 80112

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

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

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

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	03/23/2026		S(1)		839	D	$3.12(2)	42,110	D
Common Stock	03/24/2026		F		3,284(3)	D	$3.08	38,826(4)	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
Phantom Restricted Stock Unit	$0	03/23/2026		A		38,636		(5)	(5)	Common Stock	38,636	$0	38,636	D

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 2,191 time-based restricted stock units that were granted to the reporting person on March 20, 2023 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 $3.12 per share.

3. In connection with the vesting of 8,621 time-based restricted stock units that were granted on March 24, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 3,284 of such shares to satisfy tax withholding obligations. The transaction was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

4. Includes 23,348 shares subject to vesting and forfeiture restrictions.

5. Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") on March 23, 2026, under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. One third of the Phantom RSUs are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

	/s/ Carrie Etherton, Attorney-in-Fact	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Red Robin (RRGB) COO Jesse Griffith report?

COO Jesse Griffith reported a small open-market sale, tax-related share withholding, and a new equity grant. He sold 839 common shares, had 3,284 shares withheld for taxes, and received 38,636 Phantom RSUs as part of his compensation package.

How many Red Robin (RRGB) shares did the COO sell and at what price?

He sold 839 shares of Red Robin common stock at $3.12 per share. The filing notes this was part of automatic “sell-to-cover” activity related to vested restricted stock units, rather than a fully discretionary trading decision by the executive.

Why were 3,284 Red Robin (RRGB) shares withheld from Jesse Griffith?

The company withheld 3,284 shares to cover tax withholding obligations tied to the vesting of 8,621 time-based restricted stock units. This withholding was approved under the company’s incentive plan and is described as exempt from Section 16(b) under applicable SEC rules.

What Phantom Restricted Stock Units did the Red Robin (RRGB) COO receive?

Griffith received 38,636 Phantom Restricted Stock Units on March 23, 2026. Each Phantom RSU represents a contingent right to one share of common stock or its cash equivalent, with one third scheduled to vest on each of the first three anniversaries of the grant date.

How many Red Robin (RRGB) shares does the COO hold after these transactions?

After the reported transactions, Griffith directly holds 38,826 Red Robin common shares. This total includes 23,348 shares that remain subject to vesting and forfeiture restrictions, reflecting a significant ongoing equity-based alignment with the company’s long-term performance.

Are the Red Robin (RRGB) COO’s recent trades discretionary or automatic?

The filing explains that the 839-share sale was executed by the issuer as an automatic “sell-to-cover” to address tax obligations from RSU vesting. The 3,284-share withholding was also tax-related, indicating these events were mechanistic rather than purely discretionary trades.