Red Robin (RRGB) CEO David Pace awarded 500,000 RSU and Phantom RSU units

Rhea-AI Filing Summary

PACE DAVID reported acquisition or exercise transactions in this Form 4 filing.

RED ROBIN GOURMET BURGERS INC President and CEO David Pace reported equity compensation awards rather than market trades. He received a grant of 250,000 time-based restricted stock units, each representing one share of common stock scheduled to vest on the first anniversary of the grant date. He also received 250,000 Phantom Restricted Stock Units, which can be settled in shares or cash at the company’s discretion and are scheduled to vest on the second anniversary of the grant date. After these awards, he directly holds 571,698 shares of common stock, including 500,000 shares subject to vesting and forfeiture restrictions, highlighting that a large portion of his position is tied to future performance and service conditions rather than immediate ownership.

Insights

Equity compensation analyst

CEO receives large, entirely compensatory equity grants with multi-year vesting.

David Pace, President and CEO of RED ROBIN GOURMET BURGERS INC, was granted 250,000 restricted stock units and 250,000 Phantom Restricted Stock Units under the 2024 Performance Incentive Plan. Both awards carry zero purchase price and are part of his compensation package.

The restricted stock units vest on the first anniversary of the grant, while the Phantom RSUs vest on the second anniversary and may settle in common stock, cash, or a combination at the company’s discretion. The filing notes that 500,000 of his reported common shares remain subject to vesting and forfeiture restrictions.

There are no open-market purchases or sales; all transactions are classified as grant or award acquisitions. This points to routine incentive alignment, with the CEO’s upside dependent on remaining in role and the future value of the company’s common stock, rather than signaling a change in his personal trading stance.

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

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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^*

PACE DAVID

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

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		A		250,000(1)	A	$0	571,698(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Restricted Stock Unit	$0	03/23/2026		A		250,000		(3)	(3)	Common Stock	250,000	$0	250,000	D

Explanation of Responses:

1. Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the first anniversary of the date of grant.

2. Includes 500,000 shares subject to vesting and forfeiture restrictions.

3. Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") 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. The Phantom RSUs are scheduled to vest on the second anniversary 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 equity awards did RRGB CEO David Pace receive in this Form 4?

David Pace received 250,000 time-based restricted stock units and 250,000 Phantom Restricted Stock Units under Red Robin’s 2024 Performance Incentive Plan. Both awards were granted at no cost and represent additional contingent rights to common stock, subject to future vesting conditions and restrictions.

When do David Pace’s new Red Robin restricted stock units vest?

The 250,000 time-based restricted stock units are scheduled to vest on the first anniversary of the grant date. The 250,000 Phantom Restricted Stock Units are scheduled to vest on the second anniversary, creating a staggered, multi-year vesting structure that encourages longer-term retention and alignment with shareholders.

Are David Pace’s Red Robin equity transactions open-market buys or sells?

The reported transactions are not open-market buys or sells. They are grants classified as award acquisitions with a transaction price of $0.00 per share. This means the Form 4 reflects compensation-related equity awards, not discretionary trading activity in Red Robin common stock by the CEO.

How many Red Robin shares does David Pace hold after these awards?

Following the reported grant of common stock, David Pace directly holds 571,698 Red Robin common shares. Footnote disclosure indicates that 500,000 of these shares are still subject to vesting and forfeiture restrictions, so a substantial portion of his reported holdings remains contingent on future conditions.

What are Phantom Restricted Stock Units in Red Robin’s 2024 plan?

Red Robin’s Phantom Restricted Stock Units give the holder a contingent right to receive, upon vesting, either one share of common stock, the cash equivalent, or a mix, at the company’s discretion. In this filing, David Pace received 250,000 Phantom RSUs vesting on the second anniversary of grant.

Does this Red Robin Form 4 indicate any derivative exercises or sales by the CEO?

The filing shows no option exercises, derivative conversions, or stock sales by the CEO. Transaction codes and summaries classify both entries as grant or award acquisitions, with zero exercise price and no reported sell transactions, highlighting purely compensatory awards rather than liquidity events.