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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 11, 2026
TEXAS
ROADHOUSE, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
000-50972 |
|
20-1083890 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 6040
Dutchmans Lane, Louisville,
KY |
|
40205 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code (502) 426-9984
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each Class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
TXRH |
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS: ELECTION
OF DIRECTORS: APPOINTMENT OF CERTAIN OFFICERS: COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) On
February 11, 2026, Kathleen M. Widmer notified the Board of Directors (the “Board”) of Texas Roadhouse, Inc.,
a Delaware corporation (the “Company”), of her decision to retire from the Board, effective immediately, in
order to focus on the launch of her new business venture. Ms. Widmer’s decision was not the result of any disagreement with
the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Kathy for her nearly 13
years of service on the Board and the tremendous value that she has brought to the Company during her tenure.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
TEXAS ROADHOUSE, INC. |
| |
|
| |
|
| Date: February 13, 2026 |
By: |
/s/ Gerald L. Morgan |
| |
|
Gerald L. Morgan |
| |
|
Chief Executive Officer and Executive Vice Chairman |