Texas Roadhouse (NASDAQ: TXRH) growth chief reports stock grant and tax withholding

Rhea-AI Filing Summary

Texas Roadhouse, Inc. CHIEF GROWTH OFFICER Marshall Lloyd Paul reported equity compensation changes. He acquired 1,529 shares of common stock in a grant at no cost, and 373 shares were withheld at a price of 184.37 per share to cover taxes, leaving him with 11,326 directly held common shares. Footnotes explain that performance-based restricted stock units tied to specified financial goals became reportable on February 27, 2026, and that each restricted stock unit represents one share of common stock. He now directly holds 2,700 restricted stock units scheduled to vest on January 8, 2027 and 9,400 restricted stock units scheduled to vest on January 8, 2028, with delivery of shares contingent on continued service.

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

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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^*

Marshall Lloyd Paul

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A(1)		1,529	A	$0	11,699	D
Common Stock	02/27/2026		F		373	D	$184.37	11,326	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	(2)							(3)	(3)	Common Stock	2,700		2,700	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	9,400		9,400	D

Explanation of Responses:

1. Effective upon the issuance of the Company's audited financial statements on February 27, 2026, the Company's talent management and compensation committee certified the achievement of specified financial performance goals that determined the number of previously granted performance based restricted stock units, which vested on January 8, 2026 but became reportable on February 27, 2026.

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

3. The restricted stock units vest on January 8, 2027. Delivery of the shares to the reporting person will occur on January 8, 2027, subject to the reporting person's continued service with the Company.

4. The restricted stock units vest on January 8, 2028. Delivery of the shares to the reporting person will occur on January 8, 2028, subject to the reporting person's continued service with the Company.

	/s/ Sean Renfroe, by Power of Attorney	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Texas Roadhouse (TXRH) report for Marshall Lloyd Paul?

Marshall Lloyd Paul reported an equity grant of 1,529 Texas Roadhouse common shares at no cost and a 373-share tax-withholding disposition at 184.37 per share. After these transactions, he directly owns 11,326 common shares plus multiple tranches of restricted stock units.

How many Texas Roadhouse (TXRH) common shares does Marshall Lloyd Paul hold after this Form 4?

After the reported grant and tax-withholding disposition, Marshall Lloyd Paul directly holds 11,326 Texas Roadhouse common shares. This reflects the 1,529-share award and 373 shares withheld for taxes, as disclosed in the Form 4 non-derivative transaction table.

What are the details of the equity grant reported by Texas Roadhouse (TXRH)?

The filing shows a grant of 1,529 shares of Texas Roadhouse common stock to Marshall Lloyd Paul at a per-share price of 0.00. The transaction is coded "A" for grant or award and is classified as an acquisition of non-derivative common stock.

How were taxes handled on Marshall Lloyd Paul’s Texas Roadhouse (TXRH) equity award?

To satisfy tax obligations, 373 Texas Roadhouse shares were withheld at 184.37 per share. The transaction is coded "F," indicating payment of tax liability by delivering securities rather than an open-market sale of shares.

What restricted stock units does Marshall Lloyd Paul hold at Texas Roadhouse (TXRH)?

He holds 2,700 restricted stock units vesting on January 8, 2027 and 9,400 restricted stock units vesting on January 8, 2028. Each unit represents a conditional right to receive one Texas Roadhouse common share, subject to his continued service.

How are performance-based restricted stock units described in the Texas Roadhouse (TXRH) Form 4?

The footnotes state that on February 27, 2026, the compensation committee certified achievement of specified financial performance goals that determined the number of previously granted performance-based restricted stock units that had vested on January 8, 2026 and became reportable then.