Texas Roadhouse (TXRH) updates Colson stock grant, tax withholding, RSUs

Rhea-AI Filing Summary

Texas Roadhouse, Inc. reported that Chief Business & Admin Officer Christopher C. Colson received a grant of 1,689 shares of common stock on February 27, 2026, at a stated price of $0.0000 per share, increasing his direct common stock holdings to 15,507 shares before tax withholding. On the same date, 508 shares at $184.37 per share were withheld and disposed of to cover tax obligations, leaving 14,999 common shares directly owned. Footnotes explain that previously granted performance-based restricted stock units became reportable after the compensation committee certified financial performance goals tied to audited financial statements on February 27, 2026. Following these updates, Colson 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 shares delivered on those dates if his service continues.

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^*

Colson Christopher C.

(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 BUSINESS & ADMIN 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)		1,689	A	$0	15,507	D
Common Stock	02/27/2026		F		508	D	$184.37	14,999	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 did Texas Roadhouse (TXRH) disclose about Christopher Colson’s stock awards?

Texas Roadhouse disclosed that Christopher C. Colson received a grant of 1,689 shares of common stock on February 27, 2026. This award, tied to his role as Chief Business & Admin Officer, reflects part of his equity-based compensation at the company.

How many Texas Roadhouse (TXRH) shares does Christopher Colson own after these Form 4 transactions?

After these transactions, Christopher C. Colson directly owns 14,999 shares of Texas Roadhouse common stock. His holdings reflect the 1,689-share award and the 508 shares disposed of for tax withholding on the same date, as reported in the filing.

Why were 508 Texas Roadhouse (TXRH) shares disposed of in Christopher Colson’s Form 4?

The 508 shares were disposed of to satisfy tax obligations through share withholding at a price of $184.37 per share. The filing identifies this as a tax-withholding disposition, not an open-market sale, associated with Colson’s equity compensation.

What performance-based restricted stock information did Texas Roadhouse (TXRH) report for Christopher Colson?

Texas Roadhouse reported that its talent management and compensation committee certified achievement of specified financial performance goals on February 27, 2026. This certification determined the number of previously granted performance-based restricted stock units that had vested on January 8, 2026.

When will Christopher Colson’s Texas Roadhouse (TXRH) restricted stock units vest and be delivered?

Colson holds 2,700 restricted stock units vesting on January 8, 2027, and 9,400 vesting on January 8, 2028. Delivery of the corresponding shares will occur on those dates, provided he continues to serve with Texas Roadhouse through each vesting date.

What does each Texas Roadhouse (TXRH) restricted stock unit represent in Christopher Colson’s Form 4?

Each restricted stock unit represents a conditional right to receive one share of Texas Roadhouse common stock. The units convert into actual shares upon vesting and subsequent delivery, subject to Christopher Colson’s continued service with the company.