[Form 3] Texas Roadhouse, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Marshall Lloyd Paul, Chief Growth Officer of Texas Roadhouse, Inc. (TXRH), reported direct beneficial ownership of 8,052 shares of common stock and holds 2,800 restricted stock units that each convert into one share. The restricted stock units vest and will be delivered subject to continued service on January 8, 2026. The filing is an initial Form 3 reporting the officer’s equity holdings and outstanding unvested awards.

Positive

• Officer ownership disclosed: Chief Growth Officer holds direct common shares, aligning management interests with shareholders.
• Time‑based RSUs: Awards vest on a fixed date conditioned on continued service, supporting retention incentives.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine initial insider disclosure showing officer ownership and time‑based equity with standard service vesting condition.

The Form 3 documents the Chief Growth Officer’s direct ownership of common stock and unvested restricted stock units that convert one‑for‑one into shares. This is a customary disclosure when an executive becomes an SEC reporting person or receives equity awards. The vesting is time‑based and conditioned on continued service, which aligns incentives with shareholder interests but contains no performance contingencies or accelerated provisions disclosed here.

Securities Analyst

TL;DR: Insider holds modest equity stake plus RSUs; disclosure is informational and not materially market moving.

The reported direct holding of 8,052 shares and 2,800 RSUs represents a modest equity position relative to a public restaurant operator. The RSUs convert to common shares on vesting, increasing potential dilution when delivered, but the amounts disclosed are small and described plainly. No derivative positions, option exercise prices, or other complex instruments are reported that would materially affect capitalization based on the information provided.

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^*

Marshall Lloyd Paul

(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)

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

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	8,052	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	2,800	(2)	D

Explanation of Responses:

1. The restricted stock units vest on January 8, 2026. Delivery of the shares to the reporting person will occur on January 8, 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 the TXRH Form 3 report about Marshall Lloyd Paul’s ownership?

The Form 3 reports 8,052 shares of common stock held directly and 2,800 restricted stock units that convert to one share each on vesting.

When do the restricted stock units reported on the Form 3 vest?

The restricted stock units vest and are deliverable subject to continued service on January 8, 2026.

Do the reported RSUs include performance conditions or accelerated vesting terms?

No performance conditions or acceleration provisions are specified in the Form 3; the RSUs are described as time‑based with a service condition.

Does the Form 3 show any derivative securities or options for TXRH by this reporting person?

No derivative securities, options, or convertible instruments are reported; only common stock and restricted stock units are listed.

Is the reported ownership position likely to be materially dilutive to TXRH shareholders?

Based on the numbers disclosed (8,052 shares and 2,800 RSUs), the position is modest and not presented as materially dilutive in this filing.