Red Robin (RRGB) CLO reports RSU grant and tax sell-to-cover trades

Rhea-AI Filing Summary

Red Robin Gourmet Burgers’ Chief Legal Officer Sarah A. Mussetter reported compensation-related stock activity. On March 23, 2026, she received a grant of 69,350 Phantom Restricted Stock Units, each representing the right to one share or cash equivalent upon vesting in three annual installments.

In connection with vesting equity awards, the issuer sold 2,913 shares of common stock at $3.12 per share in an automatic sell-to-cover transaction to pay tax withholding and related fees, which the footnotes state were not discretionary trades by Mussetter. The issuer also withheld 8,391 shares upon vesting of 19,181 restricted stock units to satisfy tax obligations, a transaction approved under the company’s incentive plan and exempt from Section 16(b). After these events, Mussetter directly held 98,497 common shares, including 47,174 still subject to vesting and forfeiture conditions.

Insider Trade Summary

Net Seller: 2,913 shares ($9,089)

Net Sell 3 txns

Insider Mussetter Sarah A.

Role CHIEF LEGAL OFFICER

Sold 2,913 shs ($9K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,391	$3.08	$26K
Grant/Award	Phantom Restricted Stock Unit	69,350	$0.00	--
Sale	Common Stock	2,913	$3.12	$9K

Holdings After Transaction: Common Stock — 98,497 shares (Direct); Phantom Restricted Stock Unit — 69,350 shares (Direct)

Footnotes (1)

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 6,649 time-based restricted stock units that were granted to the reporting person on March 20, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person. The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.12 per share. In connection with the vesting of 19,181 time-based restricted stock units that were granted on March 24, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 8,391 of such shares to satisfy tax withholding obligations. The 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. Includes 47,174 shares subject to vesting and forfeiture restrictions. Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") on March 23, 2026, under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. One third of the Phantom RSUs are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Form 4 Insider Transactions: What Each Field Means →

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF LEGAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/23/2026		S(1)		2,913	D	$3.12(2)	106,888	D
Common Stock	03/24/2026		F		8,391(3)	D	$3.08	98,497(4)	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
Phantom Restricted Stock Unit	$0	03/23/2026		A		69,350		(5)	(5)	Common Stock	69,350	$0	69,350	D

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 6,649 time-based restricted stock units that were granted to the reporting person on March 20, 2023 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 $3.12 per share.

3. In connection with the vesting of 19,181 time-based restricted stock units that were granted on March 24, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 8,391 of such shares to satisfy tax withholding obligations. The 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.

4. Includes 47,174 shares subject to vesting and forfeiture restrictions.

5. Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") on March 23, 2026, under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. One third of the Phantom RSUs are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

	/s/ Carrie Etherton, Attorney-in-Fact	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What stock transactions did RRGB’s Chief Legal Officer report on this Form 4?

She reported a grant of 69,350 Phantom Restricted Stock Units, an automatic sale of 2,913 common shares at $3.12 for tax withholding, and the issuer’s withholding of 8,391 shares to cover taxes on vesting restricted stock units.

Were Sarah Mussetter’s Red Robin share sales discretionary trades?

No. The filing states the 2,913-share sale at $3.12 per share was an automatic sell-to-cover transaction executed by the issuer solely to satisfy tax withholding obligations and fees related to vesting restricted stock units, not a discretionary trade by Mussetter.

What Phantom Restricted Stock Units did RRGB’s CLO receive?

She received 69,350 Phantom Restricted Stock Units on March 23, 2026 under the 2024 Performance Incentive Plan. Each unit represents a contingent right to one common share or its cash equivalent, with one third scheduled to vest on each of the first three anniversaries.

How many Red Robin shares were withheld for Sarah Mussetter’s tax obligations?

The issuer withheld 8,391 common shares in connection with the vesting of 19,181 time-based restricted stock units granted March 24, 2025. These withheld shares satisfied Mussetter’s tax withholding obligations and were approved under Rule 16b-3(d)(1) by the Compensation Committee.

What are Sarah Mussetter’s Red Robin common stock holdings after these transactions?

After the reported transactions, she directly held 98,497 common shares. According to a footnote, this total includes 47,174 shares that remain subject to vesting and forfeiture restrictions, reflecting both fully vested and unvested equity interests in the company.

How do the Phantom RSUs reported by RRGB’s CLO settle at vesting?

Each Phantom RSU represents the right to receive one share of common stock, the cash equivalent of one share, or a combination, at the issuer’s discretion on the vesting date. Vesting is scheduled in three equal annual installments from the March 23, 2026 grant date.