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Texas Roadhouse (NASDAQ: TXRH) appoints White Castle CEO Lisa Ingram to board

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Form Type
8-K

Rhea-AI Filing Summary

Texas Roadhouse, Inc. announced that its Board of Directors appointed Lisa (Elizabeth K.) Ingram as a new independent director effective March 5, 2026. Ingram is Chief Executive Officer and Chair of the Board of White Castle System, Inc., a long-standing fast-food restaurant chain with hundreds of locations and manufacturing plants supplying products nationwide.

The Board cited her chief executive and board experience, along with deep restaurant industry and marketing expertise, as reasons for her selection. She will initially serve as a director without committee assignments, and the Board determined she meets Nasdaq independence standards. The company stated there are no special arrangements behind her selection and no related-party transactions requiring disclosure.

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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): March 5, 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.

 

(d)            On March 5, 2026, the Board of Directors (the “Board”) of Texas Roadhouse, Inc. (the “Company”), appointed Elizabeth K. Ingram to the Board. Ms. Ingram, age 55, was appointed to the Board because of her chief executive and board of directors experience as well as her extensive knowledge of the restaurant industry and marketing background. Ms. Ingram is the Chief Executive Officer and Chair of the Board of Directors of White Castle System, Inc., a restaurant chain with approximately 350 locations and a manufacturing business that sells products to retailers in all 50 states. She has served as CEO of White Castle System, Inc. since 2016 and Chair of the Board of Directors since 2021. Ms. Ingram has served on the Board of Directors of M/I Homes, Inc. (NYSE: MHO) since 2019, where she also serves as the chair of the audit committee and as a member of the executive compensation committee. She also serves as the Chair of the Board of Directors of OhioHealth, where she also serves as the chair of the compensation committee, and is a member of the governing committee for The Columbus Foundation. Ms. Ingram will not initially serve on any of the Board’s committees.

 

In connection with her appointment, the Board determined that Ms. Ingram qualifies as an independent director in accordance with the Nasdaq Stock Market’s Listing rules. There were no arrangements or understandings between Ms. Ingram and any other persons pursuant to which Ms. Ingram was selected as a director. Ms. Ingram does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

On March 5, 2026, the Company issued a press release relating to the contents of this Current Report on Form 8-K. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

(d)           Exhibits

 

99.1Press Release issued by the Company on March 5, 2026.
   
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

The information in this Current Report on Form 8-K at Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

 2 

 

 

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: March 5, 2026 By: /s/ Gerald L. Morgan
    Gerald L. Morgan
    Chief Executive Officer and Executive Vice Chairman

 

 3 

 

 

 

 

Exhibit 99.1

 

 

Texas Roadhouse, Inc. Appoints Lisa Ingram to

Board of Directors

 

LOUISVILLE, KY. (March 5, 2026) Texas Roadhouse, Inc. (Nasdaq: TXRH) announced today that Lisa Ingram has been appointed to the Company’s Board of Directors.

 

Ms. Ingram is the Chief Executive Officer and Chair of the Board of Directors for White Castle System, Inc., which is based in Columbus, Ohio.

 

White Castle currently has 340 restaurants in 14 states. In addition, the company owns and operates 6 manufacturing plants that supply products to its restaurants and its consumer product goods, which are sold in grocery stores in all 50 states.

 

Known as the “Slider Queen,” Ingram has led White Castle since 2015 and is the fourth-generation family member to lead the iconic 105-year-old brand, which is considered to be the nation’s first fast-food hamburger chain.

 

Jerry Morgan, Texas Roadhouse Chief Executive Officer and Executive Vice Chairman of the Board commented, “We are excited to have Lisa join our Board of Directors. Lisa literally grew up in the restaurant business and knows what it takes to lead a highly successful, and founder-inspired company. She also understands the importance of being a people-first business. There’s no doubt Lisa will bring incredible value to our company.”

 

Ms. Ingram received her Bachelor of Business Administration from Southern Methodist University and her MBA from Ohio State University.

 

In addition to her role as CEO, Lisa is active in the Columbus community. She currently serves as the Chair of the Board of OhioHealth and serves on the board of M/I Homes (NYSE:MHO).

 

About Texas Roadhouse

 

Texas Roadhouse, Inc. is a growing restaurant company operating predominantly in the casual dining segment that first opened in 1993 and today has grown to over 820 restaurants system-wide in 49 states, one U.S. territory, and ten foreign countries. For more information, please visit the Company’s Web site at www.texasroadhouse.com.

 

Contacts:

 

Investor Relations

Michael Bailen

(502) 515-7298

 

Media

Megan Pence

(502) 461-1878

 

###

 

 

FAQ

What did Texas Roadhouse (TXRH) announce in this Form 8-K?

Texas Roadhouse announced the appointment of Lisa Ingram to its Board of Directors. She joins as an independent director, bringing chief executive and board leadership experience from White Castle System, Inc. and other organizations, with no related-party transactions disclosed in connection with her appointment.

Who is Lisa Ingram, the new Texas Roadhouse (TXRH) director?

Lisa Ingram is CEO and Chair of White Castle System, Inc. She leads a restaurant chain with hundreds of locations and several manufacturing plants supplying both restaurants and retail products, and also serves on boards including OhioHealth and M/I Homes, contributing extensive governance and industry experience.

Why did Texas Roadhouse (TXRH) add Lisa Ingram to its Board?

The Board appointed Lisa Ingram for her chief executive, board, restaurant, and marketing experience. Texas Roadhouse highlighted her leadership of White Castle and her people-first, founder-inspired company background as qualities expected to add value to its Board-level decision-making and oversight.

Is Lisa Ingram considered an independent director at Texas Roadhouse (TXRH)?

Yes, the Board determined that Lisa Ingram qualifies as an independent director. This determination was made in accordance with Nasdaq Stock Market listing rules, and the company noted there are no arrangements or material related-party transactions tied to her selection as a director.

Will Lisa Ingram serve on any Texas Roadhouse (TXRH) Board committees initially?

Lisa Ingram will not initially serve on any Board committees. The company disclosed that her current role is as a non-committee Board member, leaving open the possibility of future committee assignments subject to later Board decisions and governance needs.

Did Texas Roadhouse (TXRH) disclose any related-party transactions involving Lisa Ingram?

No related-party transactions involving Lisa Ingram were disclosed. The company stated she has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K in connection with her appointment to the Board of Directors.

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Texas Roadhouse Inc

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