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  4. [Form 4] RED ROBIN GOURMET BURGERS INC Insider Trading Activity

79,155-share stock grant vests over 3 years at Red Robin (RRGB)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Graff Mark E reported acquisition or exercise transactions in this Form 4 filing.

RED ROBIN GOURMET BURGERS INC Chief Financial Officer Mark E. Graff received a grant of 79,155 time-based restricted stock units of common stock on May 15, 2026 as equity compensation. The units were granted at no cash cost to him and represent his entire reported direct holding after this award.

Each restricted stock unit gives the right to receive one share of common stock when it vests. One third of the units are scheduled to vest on each of the first, second, and third anniversaries of the grant date, subject to vesting and forfeiture conditions. The company’s stock closed at $3.77 on the grant date, providing a reference value for the award.

Positive

  • None.

Negative

  • None.
Insider Graff Mark E
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Common Stock 79,155 $0.00 $0.00
Holdings After Transaction: Common Stock — 79,155 shares (Direct)
Footnotes (2)
  1. F1. Represents a one-time award grant of time-based restricted stock units subject to all the terms and conditions of awards granted under the issuer's 2024 Performance Incentive Plan, as amended, as if it were made under such plan. Each time-based stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant. The closing price on date of grant, May 15, 2026 was $3.77.
  2. F2. Includes 79,155 shares subject to vesting and forfeiture restrictions.
RSUs granted 79,155 units Time-based restricted stock units granted May 15, 2026
Shares after transaction 79,155 shares Total direct holdings reported following the grant
Grant price $0.00 per unit Equity award granted at no cash cost to CFO
Stock closing price $3.77 per share Red Robin common stock closing price on May 15, 2026
Vesting schedule 3 equal annual installments One third vests on each of first three anniversaries
time-based restricted stock units financial
"Represents a one-time award grant of time-based restricted stock units subject to all the terms and conditions..."
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.
2024 Performance Incentive Plan financial
"...subject to all the terms and conditions of awards granted under the issuer's 2024 Performance Incentive Plan, as amended..."
vesting financial
"Each time-based stock unit represents the contingent right to receive, upon vesting of the unit, one share..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
forfeiture restrictions financial
"Includes 79,155 shares subject to vesting and forfeiture restrictions."

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Red Robin (RRGB) disclose about CFO Mark Graff in this Form 4?
Red Robin disclosed that CFO Mark E. Graff received a grant of 79,155 time-based restricted stock units on May 15, 2026. These equity awards are part of his compensation and give him the right to receive common shares as they vest over time.

How many Red Robin (RRGB) shares were granted to the CFO and at what value?
The CFO was granted 79,155 time-based restricted stock units, each representing one potential share of common stock. The units were granted at no purchase price, and Red Robin’s stock closed at $3.77 on the May 15, 2026 grant date, indicating the award’s reference value.

What is the vesting schedule for the 79,155 restricted stock units at Red Robin (RRGB)?
The 79,155 restricted stock units vest in three equal installments. One third of the units are scheduled to vest on each of the first, second, and third anniversaries of the May 15, 2026 grant date, assuming vesting conditions are satisfied and units are not forfeited.

Are the newly granted Red Robin (RRGB) shares to the CFO fully owned today?
No, the grant is subject to vesting and forfeiture restrictions. While 79,155 units are reported as held after the transaction, they are time-based restricted stock units that only convert into common shares as they vest over the three-year schedule, subject to continued eligibility.

Does this Red Robin (RRGB) Form 4 show an open-market stock purchase or sale?
No, the Form 4 reports a compensation-related grant classified as a grant, award, or other acquisition. The CFO did not buy or sell shares in the market; instead, he received 79,155 restricted stock units at no cash cost as part of his incentive plan.
SEC Form 4
FORM 4UNITED 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*
Graff Mark E
(Last)(First)(Middle)
10000 EAST 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026A79,155(1)A$079,155(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents a one-time award grant of time-based restricted stock units subject to all the terms and conditions of awards granted under the issuer's 2024 Performance Incentive Plan, as amended, as if it were made under such plan. Each time-based stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant. The closing price on date of grant, May 15, 2026 was $3.77.
2. Includes 79,155 shares subject to vesting and forfeiture restrictions.
/s/ Carrie Etherton, Attorney-in-Fact05/15/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR