Red Robin withholds 1,800 and 2,744 shares for taxes

Both share withholdings were linked to vesting of separate time-based restricted stock unit awards granted in 2025.

Available on EDGAR 09/23/2026 - 04:56 PM EDT Accepted by SEC EDGAR 09/23/2026 - 04:55 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

RED ROBIN GOURMET BURGERS INC (RRGB) reported that its Chief People Officer, Kassem Humera, had 1,800 and 2,744 shares withheld on September 22, 2026, to satisfy tax withholding obligations tied to the vesting of 7,680 and 11,704 time-based restricted stock units, respectively. Each withholding was reported at $7.47 per share. The units were granted September 22, 2025, under the issuer’s 2024 Performance Incentive Plan, as amended.

Insider Trade Summary

Tax Withholding: 4,544 shares

Tax Withholding 2 txns

Insider Kassem Humera

Role Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,800	$7.47	$13K
Tax Withholding	Common Stock F2, F3	2,744	$7.47	$20K

Holdings After Transaction: Common Stock — 26,543 shares (Direct)

Holdings Before and After: Common Stock, 31,087 to 26,543 shares (Direct)

Footnotes (3)

1. F1. In connection with the vesting of 7,680 time-based restricted stock units that were granted on September 22, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 1,800 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.
2. F2. In connection with the vesting of 11,704 time-based restricted stock units that were granted on September 22, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 2,744 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.
3. F3. Includes 11,703 shares subject to vesting and forfeiture restrictions.

Key Figures

Shares withheld: 1,800 shares Shares withheld: 2,744 shares Reported per-share amount: $7.47 per share +3 more

6 metrics

Shares withheld 1,800 shares September 22, 2026; tax withholding tied to vesting of 7,680 time-based restricted stock units

Shares withheld 2,744 shares September 22, 2026; tax withholding tied to vesting of 11,704 time-based restricted stock units

Reported per-share amount $7.47 per share Both share withholdings on September 22, 2026

Time-based restricted stock units 7,680 units Vesting connected to the 1,800-share withholding; granted September 22, 2025

Time-based restricted stock units 11,704 units Vesting connected to the 2,744-share withholding; granted September 22, 2025

Shares subject to vesting and forfeiture restrictions 11,703 shares Included in the reported post-transaction amount

Key Terms

time-based restricted stock units, tax withholding obligations, Rule 16b-3(d)(1), Section 16(b)

4 terms

time-based restricted stock units technical

"vesting of 7,680 time-based restricted stock units"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

tax withholding obligations financial

"withheld 1,800 of such shares to satisfy tax withholding obligations"

Rule 16b-3(d)(1) regulatory

"approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1)"

Section 16(b) regulatory

"exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e)"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RRGB shares were withheld from Kassem Humera?

The issuer withheld 1,800 shares and 2,744 shares on September 22, 2026, to satisfy tax withholding obligations tied to vesting of separate time-based restricted stock unit awards.

What price was reported for the RRGB share withholdings?

Each withholding was reported at $7.47 per share.

Were Kassem Humera’s RRGB transactions under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for these transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Estimated average burden
hours per response:			0.5

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^*

Kassem Humera

(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 People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026

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	09/22/2026		F		1,800(1)	D	$7.47	29,287	D
Common Stock	09/22/2026		F		2,744(2)	D	$7.47	26,543(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. In connection with the vesting of 7,680 time-based restricted stock units that were granted on September 22, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 1,800 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.

2. In connection with the vesting of 11,704 time-based restricted stock units that were granted on September 22, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 2,744 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.

3. Includes 11,703 shares subject to vesting and forfeiture restrictions.

	/s/ Carrie Etherton, Attorney-in-Fact	09/23/2026
	** 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)