Texas Roadhouse Form 3: Director Hugh Carroll discloses shares and RSUs

Rhea-AI Filing Summary

Hugh J. Carroll, a director of Texas Roadhouse, Inc. (TXRH), reports direct ownership of 2,854 shares of common stock and 2,667 restricted stock units. The RSUs each convert into one share and vest, with delivery scheduled for July 2, 2026, contingent on continued service. The Form 3 was filed as an initial statement reflecting these holdings.

Positive

• Director ownership disclosed: 2,854 directly held common shares
• Equity alignment: 2,667 restricted stock units that convert one-for-one to common stock, vesting on 07/02/2026
• Standard disclosure: Filed Form 3 as initial statement, improving transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director holds equity and time‑based RSUs aligning interests with shareholders.

The filing shows a board member with direct equity and performance/timed equity compensation that vests on a fixed date, reinforcing alignment between management and shareholders. The RSU delivery is contingent on continued service, a routine retention mechanism. There are no indications of pledging, derivative positions, or unusual ownership structures in this Form 3.

Securities Analyst

TL;DR: Modest insider stake reported; no derivative exposure or material change in control.

The reporting person beneficially owns 2,854 shares and 2,667 RSUs convertible one-for-one on July 2, 2026. Holdings are small relative to a public company and present no immediate dilution or financing implications. This is a routine initial disclosure of a director’s compensation and ownership.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Carroll Hugh J

(Last) (First) (Middle)

C/O TEXAS ROADHOUSE, INC.

6040 DUTCHMANS LANE

(Street)

LOUISVILLE KY 40205

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2025

3. Issuer Name and Ticker or Trading Symbol
Texas Roadhouse, Inc. [ TXRH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,854	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	2,667	(2)	D

Explanation of Responses:

1. The restricted stock units vest on July 2, 2026. Delivery of the shares to the reporting person will occur on July 2, 2026, subject to the reporting person's continued service with the Company.

2. Each restricted stock unit represents a conditional right to receive one share of the Company's common stock.

	/s/ Sean Renfroe, by Power of Attorney	08/15/2025
	** 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 5 (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.

FAQ

What did Texas Roadhouse (TXRH) Form 3 filed by Hugh J. Carroll report?

It reports direct ownership of 2,854 common shares and 2,667 restricted stock units that convert to one share each.

When do the restricted stock units held by the director vest?

The RSUs vest and shares will be delivered on July 2, 2026, subject to continued service.

Does the Form 3 show any derivative securities or options for Hugh J. Carroll?

No; the Form 3 lists only common stock and restricted stock units convertible to common stock.

Was this Form 3 an initial filing or an amendment for TXRH?

This Form 3 is an initial statement of beneficial ownership (initial filing).

Who signed the Form 3 for the reporting person?

The form was signed by Sean Renfroe by Power of Attorney on 08/15/2025.