Red Robin (RRGB) CLO logs PSU vesting gain and tax withholding share disposal

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Form Type

Rhea-AI Filing Summary

RED ROBIN GOURMET BURGERS INC Chief Legal Officer Sarah A. Mussetter reported equity compensation activity involving performance-based restricted stock units and related tax withholding.

On February 17, 2026, she acquired 6,184 shares of Common Stock at $0.00 per share upon vesting of performance-based restricted stock units for the 2023-2025 performance period, after the Compensation Committee certified achievement of 31% of target total shareholder return versus a selected peer group.

On February 19, 2026, 3,023 shares of Common Stock at $3.32 per share were disposed of through a tax-withholding transaction, where shares were withheld by the company to cover tax obligations and fees tied to the vesting. Following these transactions, Mussetter directly owned 113,838 shares of Common Stock, which includes 81,817 time-based restricted stock units subject to vesting and forfeiture conditions.

Insider Trade Summary

Net Buyer: 3,161 shares

Net Buy 2 txns

Insider Mussetter Sarah A.

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,023	$3.32	$10K
Grant/Award	Common Stock	6,184	$0.00	$0.00

Holdings After Transaction: Common Stock — 113,838 shares (Direct)

Footnotes (3)

F1. Represents the acquisition of shares due to the vesting of 6,184 performance-based restricted stock units ("PSUs") under the issuer's 2017 Performance Incentive Plan for the 2023-2025 performance period, following the Compensation Committee's certification on February 17, 2026 of the Company's achievement of 31% of target of the Company's total shareholder return performance relative to a selected peer group (Relative TSR).
F2. Represents the withholding of shares by the issuer on behalf of the reporting person to satisfy tax withholding obligations and fees arising in connection with the vesting of the 6,184 PSUs. This 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.
F3. Includes 81,817 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 02/19/2026 - 05:37 PM

FAQ

What insider transactions did RRGB executive Sarah A. Mussetter report on this Form 4?

Sarah A. Mussetter reported two equity transactions: an acquisition of 6,184 shares of Red Robin common stock from vesting performance-based restricted stock units, and a disposition of 3,023 shares through tax withholding to cover obligations arising from that vesting event.

How many Red Robin (RRGB) shares did Sarah A. Mussetter acquire from PSU vesting?

She acquired 6,184 shares of Red Robin common stock at $0.00 per share, resulting from vesting of performance-based restricted stock units for the 2023-2025 performance period after the Compensation Committee certified 31% of target total shareholder return performance.

Why were 3,023 Red Robin (RRGB) shares disposed of in Mussetter’s Form 4 filing?

The 3,023 shares were withheld by Red Robin to satisfy Sarah A. Mussetter’s tax withholding obligations and related fees connected to the vesting of 6,184 performance-based restricted stock units, as a tax-withholding disposition approved under Rule 16b-3(d)(1).

What does the 31% of target performance mean in the RRGB PSU vesting?

The company achieved 31% of its target total shareholder return performance relative to a selected peer group for the 2023-2025 period, as certified by the Compensation Committee, which determined the number of performance-based restricted stock units that vested into 6,184 shares.

How many Red Robin (RRGB) shares does Sarah A. Mussetter hold after these transactions?

After the reported transactions, Sarah A. Mussetter directly owned 113,838 shares of Red Robin common stock. This amount includes 81,817 time-based restricted stock units that remain subject to vesting schedules and potential forfeiture under the company’s equity incentive arrangements.

Are the 81,817 Red Robin (RRGB) restricted stock units immediately available to Mussetter?

No. The 81,817 units are time-based restricted stock units that are still subject to vesting and forfeiture restrictions. They represent a form of deferred equity compensation that will convert into common shares only as vesting conditions under the company’s plan are satisfied.

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^*

Mussetter Sarah A.

(Last)

(First)

(Middle)

10000 E. GEDDES AVE.

STE. 500

(Street)

ENGLEWOOD

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)
02/17/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		A⁽¹⁾		6,184	A	$0	116,861	D
Common Stock	02/19/2026		F⁽²⁾		3,023	D	$3.32	113,838⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the acquisition of shares due to the vesting of 6,184 performance-based restricted stock units ("PSUs") under the issuer's 2017 Performance Incentive Plan for the 2023-2025 performance period, following the Compensation Committee's certification on February 17, 2026 of the Company's achievement of 31% of target of the Company's total shareholder return performance relative to a selected peer group (Relative TSR).

2. Represents the withholding of shares by the issuer on behalf of the reporting person to satisfy tax withholding obligations and fees arising in connection with the vesting of the 6,184 PSUs. This 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 81,817 time-based restricted stock units subject to vesting and forfeiture restrictions.

	/s/ Carrie Etherton, Attorney-in-Fact	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR