Texas Roadhouse Director Reports 1,200 RSUs, Small Share Disposal (TXRH)

Rhea-AI Filing Summary

Wayne L. Jones, a director of Texas Roadhouse, Inc. (TXRH), reported changes in beneficial ownership dated 08/22/2025. The filing shows the reporting person disposed of 25 shares of common stock in a transaction recorded at a price of $0, leaving 1,725 shares beneficially owned directly. The filing also discloses 1,200 restricted stock units that represent rights to receive 1,200 shares of common stock; those units vest and shares will be delivered on January 8, 2026, subject to the reporting person’s continued service with the company. The form is signed by an authorized attorney on behalf of the reporting person.

Positive

• Disclosure of RSUs with precise vesting date (1,200 units vesting on January 8, 2026), clarifying future share issuance
• Clear Section 16 reporting identifying the reporting person as a director and listing post-transaction beneficial ownership (1,725 shares)

Negative

• Reported disposition of 25 common shares on 08/22/2025 at a recorded price of $0 (reduces direct holdings to 1,725 shares)

Insights

Securities Analyst

TL;DR: Director Wayne L. Jones reported a small share disposition and disclosed 1,200 RSUs vesting on January 8, 2026.

The Form 4 documents a minor non-derivative disposal of 25 common shares and confirms continued equity compensation via 1,200 restricted stock units that vest on a fixed future date. The disposal reduces direct beneficial ownership to 1,725 shares. The RSU disclosure is material for schedule and dilution tracking because it specifies the exact vesting date and the conversion ratio (one RSU per share). No exercise prices or additional derivative instruments are reported.

Corporate Governance Expert

TL;DR: Routine Section 16 reporting: a small reported disposition and clear RSU vesting terms—no governance red flags in the disclosure.

The filing provides clear compliance with Section 16 reporting by identifying the reporting person, relationship to the issuer (director), transaction date, and the nature and timing of equity awards. The RSU vesting condition tied to continued service is explicitly stated, which clarifies future share issuance timing. There are no indications of accelerated vesting, transfers to affiliates, or other atypical arrangements in this report.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Jones Wayne L.

(Last) (First) (Middle)

C/O TEXAS ROADHOUSE, INC.

6040 DUTCHMANS LANE

(Street)

LOUISVILLE KY 40205

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. 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 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	08/22/2025		G		25	D	$0	1,725	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
Restricted Stock Units	(1)							(2)	(2)	Common Stock	1,200		1,200	D

Explanation of Responses:

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

2. 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.

	/s/ Sean Renfroe, by Power of Attorney	08/22/2025
	** 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 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.

FAQ

What did the Form 4 filed for TXRH disclose about Wayne L. Jones's holdings?

The filing shows a disposal of 25 common shares on 08/22/2025, leaving 1,725 shares beneficially owned directly.

How many restricted stock units does the reporting person hold and when do they vest?

The report discloses 1,200 restricted stock units that vest and will be delivered as common stock on January 8, 2026, subject to continued service.

What is the relationship of the reporting person to Texas Roadhouse (TXRH)?

The filing identifies Wayne L. Jones as a Director of Texas Roadhouse, Inc.

Was the Form 4 signed and who signed it?

Yes. The form was signed on behalf of the reporting person by /s/ Sean Renfroe, by Power of Attorney on 08/22/2025.

Does the filing report any derivative securities or option exercise prices?

The filing reports restricted stock units (1,200) as conditional rights to common stock; no exercise or conversion prices for derivatives are disclosed.