Red Robin (RRGB) COO reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Red Robin Gourmet Burgers Chief Operations Officer Jesse Griffith reported equity compensation activity and related tax withholding. On February 17, 2,038 performance-based restricted stock units vested at a price of $0.0000 per share after the company achieved 31% of its total shareholder return target for the 2023–2025 period. On February 19, 1,027 shares of common stock were disposed of through share withholding at $3.32 per share to cover taxes and fees from this vesting. After these transactions, Griffith directly owned 44,351 shares of common stock, which includes 37,657 time-based restricted stock units that remain subject to vesting and forfeiture conditions.

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 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)
02/17/2026

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	02/17/2026		A(1)		2,038	A	$0	45,378	D
Common Stock	02/19/2026		F(2)		1,027	D	$3.32	44,351(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 acquisition of shares due to the vesting of 2,038 performance-based restricted stock units ("PSUs") under the issuer's 2017 Performance Incentive Plan for the 2023-2025 performance period, following the Compensation Committee's certification on February 17, 2026 of the Company's achievement of 31% of target of the Company's total shareholder return performance relative to a selected peer group (Relative TSR).

2. Represents the withholding of shares by the issuer on behalf of the reporting person to satisfy tax withholding obligations and fees arising in connection with the vesting of the 2,038 PSUs. This 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.

3. Includes 37,657 time-based restricted stock units subject to vesting and forfeiture restrictions.

	/s/ Carrie Etherton, 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.
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FAQ

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

Red Robin reported that COO Jesse Griffith received 2,038 vested performance-based restricted stock units and had 1,027 shares withheld to cover related tax obligations. These Form 4 transactions reflect equity compensation and tax withholding, not an open-market stock purchase or sale.

How many PSUs vested for Red Robin (RRGB) COO Jesse Griffith?

Jesse Griffith had 2,038 performance-based restricted stock units vest under Red Robin’s 2017 Performance Incentive Plan. The vesting followed certification that the company achieved 31% of its target total shareholder return versus a selected peer group for the 2023–2025 performance period.

Why were 1,027 Red Robin (RRGB) shares disposed of in this Form 4?

The 1,027 Red Robin shares were withheld by the company to satisfy Jesse Griffith’s tax withholding obligations and fees arising from the vesting of 2,038 performance-based stock units. This tax-withholding disposition was approved by the Compensation Committee under Rule 16b-3 of the Exchange Act.

How many Red Robin (RRGB) shares does Jesse Griffith own after these transactions?

After the award vesting and tax-related share withholding, Jesse Griffith directly owned 44,351 shares of Red Robin common stock. This total includes 37,657 time-based restricted stock units that are still subject to future vesting schedules and potential forfeiture conditions.

What performance metric triggered PSU vesting for Red Robin (RRGB) executives?

The PSU vesting was triggered when Red Robin’s Compensation Committee certified achievement of 31% of the company’s target total shareholder return. This performance was measured relative to a specified peer group for the 2023–2025 performance period, under the 2017 Performance Incentive Plan.