RRGB CFO reports automatic tax sell-to-cover on vested RSUs

Rhea-AI Filing Summary

Red Robin Gourmet Burgers (RRGB) Chief Financial Officer activity: the company reported that its CFO sold 6,015 shares of common stock on 11/17/2025 at $4.15 per share. The filing explains that this was an automatic “sell-to-cover” transaction made by the issuer on behalf of the executive to cover tax withholding and related fees from the vesting of 15,131 time-based restricted stock units granted on November 14, 2022 under the 2017 Performance Incentive Plan. These transactions are stated not to be discretionary trades by the reporting person. Following the sale, the executive beneficially owned 195,487 shares, which include 130,641 time-based restricted stock units that remain subject to vesting and forfeiture conditions.

Insider Trade Summary

Net Seller: 6,015 shares

Net Sell 1 txn

Insider Wilson Joshua Todd

Role CHIEF FINANCIAL OFFICER

Sold 6,015 shs ($25K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,015	$4.15	$25K

Holdings After Transaction: Common Stock — 195,487 shares (Direct)

Footnotes (3)

1. F1. 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 15,131 time-based restricted stock units that were granted to the reporting person on November 14, 2022 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. F2. The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $4.15 per share.
3. F3. Includes 130,641 time-based restricted stock units subject to vesting and forfeiture restrictions.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/18/2025 - 06:01 PM Learn about SEC filing dates

FAQ

What insider transaction did Red Robin (RRGB) report for its CFO?

The filing reports that the Chief Financial Officer of Red Robin Gourmet Burgers (RRGB) had 6,015 shares of common stock sold on 11/17/2025 at $4.15 per share.

Why were 6,015 Red Robin (RRGB) shares sold in this Form 4?

The 6,015 shares were sold by the issuer on behalf of the CFO as automatic “sell-to-cover” transactions to cover tax withholding obligations and fees related to the vesting of 15,131 time-based restricted stock units.

Were the Red Robin (RRGB) insider share sales discretionary trades?

No. The filing states that these sell-to-cover transactions do not represent discretionary trades by the reporting person, but were executed automatically to satisfy tax obligations.

How many Red Robin (RRGB) shares does the CFO own after the reported transaction?

After the transaction, the CFO beneficially owned 195,487 shares of Red Robin common stock, which includes time-based restricted stock units.

How many unvested restricted stock units does the Red Robin (RRGB) CFO hold?

The reported holdings include 130,641 time-based restricted stock units that are still subject to vesting and forfeiture restrictions.

What equity plan governed the Red Robin (RRGB) restricted stock units in this Form 4?

The time-based restricted stock units that vested and triggered the sell-to-cover transaction were granted under Red Robin’s 2017 Performance Incentive Plan, as amended.

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^*

Wilson Joshua Todd

(Last) (First) (Middle)

10000 E. GEDDES AVE.

STE. 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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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	11/17/2025		S(1)		6,015	D	$4.15(2)	195,487(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 15,131 time-based restricted stock units that were granted to the reporting person on November 14, 2022 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 $4.15 per share.

3. Includes 130,641 time-based restricted stock units subject to vesting and forfeiture restrictions.

	/s/ Carrie Etherton, Attorney-in-Fact	11/18/2025
	** 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.