Texas Roadhouse (TXRH) growth chief reports RSU vesting, share tax sale, new awards

Rhea-AI Filing Summary

Texas Roadhouse, Inc. chief growth officer Marshall Lloyd Paul reported equity award activity involving company stock. On January 8, 2026, 2,800 restricted stock units vested and were settled into 2,800 shares of common stock at an exercise price of $0. To cover tax obligations, 682 shares of common stock were disposed of at a price of $180.79 per share, leaving Paul with 10,170 shares of common stock held directly after the transactions.

The filing also shows new equity grants under the company’s 2021 Long Term Incentive Plan. Paul received 2,700 restricted stock units that are scheduled to vest on January 8, 2027 and 9,400 restricted stock units scheduled to vest on January 8, 2028, with each unit representing one share of Texas Roadhouse common stock, subject to continued service with the company.

Insider Trade Summary

2,800 shares exercised/converted

Mixed 5 txns

Insider Marshall Lloyd Paul

Role CHIEF GROWTH OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,800	$0.00	--
Grant/Award	Restricted Stock Units	2,700	$0.00	--
Grant/Award	Restricted Stock Units	9,400	$0.00	--
Exercise	Common Stock	2,800	$0.00	--
Tax Withholding	Common Stock	682	$180.79	$123K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 10,852 shares (Direct)

Footnotes (1)

1. Represents restricted stock units that are fully vested on the transaction date. Each restricted stock unit represents a conditional right to receive one share of the Company's common stock. The restricted stock units vested on January 8, 2026. Delivery of the shares to the reporting person occurred on January 8, 2026. Grant of restricted stock units pursuant to the Company's 2021 Long Term Incentive Plan. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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)
01/08/2026

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	01/08/2026		M(1)		2,800	A	$0	10,852	D
Common Stock	01/08/2026		F		682	D	$180.79	10,170	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)	01/08/2026		M			2,800	(3)	(3)	Common Stock	2,800	$0	0	D
Restricted Stock Units	(2)	01/08/2026		A(4)		2,700		(5)	(5)	Common Stock	2,700	$0	2,700	D
Restricted Stock Units	(2)	01/08/2026		A(4)		9,400		(6)	(6)	Common Stock	9,400	$0	9,400	D

Explanation of Responses:

1. Represents restricted stock units that are fully vested on the transaction date.

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

3. The restricted stock units vested on January 8, 2026. Delivery of the shares to the reporting person occurred on January 8, 2026.

4. Grant of restricted stock units pursuant to the Company's 2021 Long Term Incentive Plan.

5. 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.

6. 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	01/09/2026
	** 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 did Texas Roadhouse (TXRH) officer Marshall Lloyd Paul report in this Form 4?

Marshall Lloyd Paul, the chief growth officer of Texas Roadhouse, Inc., reported the vesting and settlement of restricted stock units into common stock, a related share withholding for taxes, and new grants of restricted stock units under the company’s 2021 Long Term Incentive Plan.

How many Texas Roadhouse shares does Marshall Lloyd Paul own after the reported transactions?

After the January 8, 2026 transactions, Marshall Lloyd Paul beneficially owns 10,170 shares of Texas Roadhouse common stock directly.

What restricted stock units vested for the Texas Roadhouse chief growth officer on January 8, 2026?

On January 8, 2026, 2,800 restricted stock units vested for Marshall Lloyd Paul. Each unit represented a conditional right to receive one share of Texas Roadhouse common stock, and the vested units were delivered as 2,800 common shares at an exercise price of $0.

Why were 682 Texas Roadhouse shares disposed of in this Form 4 filing?

The filing shows a disposition of 682 shares of Texas Roadhouse common stock at $180.79 per share, coded as an F transaction. This reflects shares withheld to satisfy tax obligations associated with the vesting of restricted stock units.

What new restricted stock unit grants did Marshall Lloyd Paul receive from Texas Roadhouse?

On January 8, 2026, Marshall Lloyd Paul received two new restricted stock unit awards under the 2021 Long Term Incentive Plan: one grant of 2,700 restricted stock units scheduled to vest on January 8, 2027, and another grant of 9,400 restricted stock units scheduled to vest on January 8, 2028.

What conditions apply to the future vesting of Texas Roadhouse restricted stock units granted to Marshall Lloyd Paul?

The restricted stock units granted on January 8, 2026 are scheduled to vest on January 8, 2027 for 2,700 units and on January 8, 2028 for 9,400 units. Vesting and delivery of shares are subject to Paul’s continued service with Texas Roadhouse through the applicable vesting dates.