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Texas Roadhouse Insider Report: 150-Share Disposal and 1,200 RSUs Scheduled to Vest

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wayne L. Jones, a director of Texas Roadhouse, Inc. (TXRH), reported changes in his beneficial ownership on Form 4. The filing shows a non-derivative transaction on 08/19/2025 in which 150 shares of common stock were disposed (reported with transaction code "G") at a reported price of $0, leaving the reporting person with 1,750 shares beneficially owned following that transaction. The filing also reports 1,200 restricted stock units that are recorded as disposed in Table II but are described in the explanation as units representing a conditional right to one share each that vest on January 8, 2026 with delivery of the underlying shares contingent on continued service. The Form 4 is signed by an attorney-in-fact on 08/21/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider transaction appears routine and small relative to company scale; primary disclosure is sale/disposition of 150 shares and outstanding RSUs vesting in 2026.

The filing documents a disposition of 150 common shares on 08/19/2025 and reports 1,750 shares beneficially owned after the transaction. It also discloses 1,200 restricted stock units that vest on 01/08/2026 and will convert to shares subject to continued service. There is no earnings or debt information in this filing. The transaction is recorded under transaction code "G" and the Form 4 was executed by a power of attorney. From a financial-materiality perspective, the disclosed changes are factual ownership movements without accompanying commentary on larger compensation or strategic actions.

TL;DR: Director filed standard Section 16 disclosure: small disposition and scheduled equity vesting; governance implications are routine.

The report indicates the reporting person is a director and filed as an individual reporting person. The Form records a 150-share disposition and confirms outstanding restricted stock units that vest on a fixed future date (01/08/2026) contingent on service. The signature is by an attorney-in-fact, which is acceptable for timely filing. There are no departures, grants beyond the RSUs disclosed, or other governance actions described. Overall, the filing aligns with routine director compensation and required insider reporting practices.

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
Estimated average burden
hours per response: 0.5
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)
08/19/2025
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 08/19/2025 G 150 D $0 1,750 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 08/21/2025
** 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 insider reported the transaction in the TXRH Form 4?

The reporting person is Wayne L. Jones, listed as a director of Texas Roadhouse, Inc.

What transaction was reported on the TXRH Form 4 filed for 08/19/2025?

The Form 4 reports a non-derivative disposition of 150 shares of common stock on 08/19/2025 with a reported price of $0, leaving 1,750 shares beneficially owned.

Are there restricted stock units disclosed for the reporting person (TXRH)?

Yes. The filing discloses 1,200 restricted stock units, each representing a right to one share, which vest on January 8, 2026 with delivery subject to continued service.

Who signed the Form 4 for the reporting person and when?

The Form 4 is signed by /s/ Sean Renfroe, by Power of Attorney with a signature date of 08/21/2025.

How is the reporting person filing the Form 4?

The filing indicates it was made by one reporting person (individual filing).
Texas Roadhouse Inc

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United States
LOUISVILLE