Red Robin (RRGB) legal officer sell-to-cover 2,800 shares at $3.8801

Rhea-AI Filing Summary

Red Robin Gourmet Burgers' chief legal officer reported an automatic sale of 2,800 shares of common stock at $3.8801 per share on December 9, 2025. The shares were sold in a single transaction as a "sell-to-cover" to pay tax withholding and related fees triggered by the vesting of 6,345 time-based restricted stock units granted on December 8, 2022 under the company’s 2017 Performance Incentive Plan.

These sell-to-cover transactions were executed by the issuer on behalf of the officer and are described as non-discretionary for the reporting person. Following the transaction, the officer beneficially owned 110,677 shares, which includes 81,817 time-based restricted stock units that remain subject to vesting and potential forfeiture.

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^*

Mussetter Sarah A.

(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 LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		S(1)		2,800	D	$3.8801(2)	110,677(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 6,345 time-based restricted stock units that were granted to the reporting person on December 08, 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 $3.8801 per share.

3. Includes 81,817 time-based restricted stock units subject to vesting and forfeiture restrictions.

	/s/ Carrie Etherton, Attorney-in-Fact	12/11/2025
	** 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.

FAQ

What insider transaction did Red Robin (RRGB) report in this filing?

The chief legal officer of Red Robin Gourmet Burgers Inc. reported the sale of 2,800 shares of common stock on December 9, 2025 at a price of $3.8801 per share.

Why were 2,800 Red Robin (RRGB) shares sold by the officer?

The 2,800 shares were sold by the issuer on behalf of the officer as automatic "sell-to-cover" transactions to satisfy tax withholding obligations and fees arising from the vesting of 6,345 time-based restricted stock units.

Were the Red Robin insider share sales discretionary trades?

No. The filing states these sell-to-cover transactions "do not represent discretionary trades" by the reporting person and were carried out automatically to cover taxes and fees.

What equity award vesting triggered the tax sell-to-cover at Red Robin?

The tax sell-to-cover was tied to the vesting of 6,345 time-based restricted stock units that were granted to the officer on December 8, 2022 under Red Robin’s 2017 Performance Incentive Plan, as amended.

How many Red Robin shares does the officer beneficially own after this transaction?

After the reported transaction, the officer beneficially owned 110,677 shares, which includes 81,817 time-based restricted stock units that remain subject to vesting and forfeiture restrictions.

What is the role of the reporting person in Red Robin (RRGB)?

The reporting person is an officer of Red Robin Gourmet Burgers Inc., serving as the company’s Chief Legal Officer.