Red Robin (RRGB) CLO sell-to-cover 4,037 shares for taxes

Rhea-AI Filing Summary

RED ROBIN GOURMET BURGERS INC chief legal officer Sarah A. Mussetter reported an automatic tax-related share sale. On March 16, 2026, the issuer sold 4,037 shares of common stock on her behalf in an open-market transaction at $3.2108 per share to cover withholding taxes and fees from vesting restricted stock units.

After this sell-to-cover transaction, Mussetter directly holds 109,801 shares of common stock. Her holdings also include 73,004 time-based restricted stock units that remain subject to vesting and forfeiture conditions. The footnotes state these were not discretionary trades by the reporting person.

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

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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)
03/16/2026

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	03/16/2026		S(1)		4,037	D	$3.2108(2)	109,801(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 8,813 time-based restricted stock units that were granted to the reporting person on March 13, 2024 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 $3.2108 per share.

3. Includes 73,004 time-based restricted stock units subject to vesting and forfeiture restrictions.

	/s/ Carrie Etherton, Attorney-in-Fact	03/17/2026
	** 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.

FAQ

What insider transaction did Red Robin (RRGB) disclose for Sarah A. Mussetter?

Red Robin disclosed an automatic tax-related share sale for chief legal officer Sarah A. Mussetter. The issuer sold shares on her behalf to cover withholding taxes and fees tied to vesting restricted stock units, rather than a discretionary open-market trade by her.

How many Red Robin (RRGB) shares were sold and at what price in this Form 4?

A total of 4,037 common shares were sold at $3.2108 each. The filing explains these shares were sold in a single transaction by the issuer to cover tax withholding obligations and related fees from vesting restricted stock units granted in March 2024.

Was the Red Robin (RRGB) insider sale a discretionary trade by the chief legal officer?

No, the sale was not discretionary. Footnotes state it was an automatic “sell-to-cover” transaction executed by the issuer solely to satisfy tax withholding obligations and fees from vesting restricted stock units granted under the company’s 2017 Performance Incentive Plan.

How many Red Robin (RRGB) shares does Sarah A. Mussetter own after the reported sale?

After the transaction, she directly owns 109,801 common shares. The Form 4 also notes she holds 73,004 time-based restricted stock units that are still subject to vesting and forfeiture restrictions, providing additional potential equity exposure if vesting conditions are met.

What restricted stock units are mentioned in the Red Robin (RRGB) Form 4 filing?

The filing references 8,813 vested and 73,004 unvested RSUs. The 4,037-share sale covered taxes and fees from 8,813 time-based restricted stock units granted March 13, 2024, while 73,004 time-based restricted stock units remain subject to future vesting and forfeiture conditions.

What plan governed the restricted stock units in this Red Robin (RRGB) insider transaction?

The restricted stock units were granted under Red Robin’s 2017 Performance Incentive Plan, as amended. The automatic sell-to-cover transaction was used to satisfy tax withholding obligations and fees arising from the vesting of RSUs granted on March 13, 2024 to the chief legal officer.