Texas Roadhouse (TXRH) counsel logs RSU exercise, tax withholding and 10b5-1 sale

Rhea-AI Filing Summary

Texas Roadhouse, Inc. general counsel Sean G. Renfroe reported a set of routine equity compensation moves. On July 2, 2026, he exercised 1,218 restricted stock units into common shares, with 367 shares withheld to cover tax obligations and 426 shares sold in the open market at $192.53 per share under a pre-arranged Rule 10b5-1 stock purchase plan. Footnotes also indicate remaining restricted stock units covering 2,100 underlying shares that are scheduled to vest on January 8, 2027, contingent on continued service.

Insights

Insider trading & equity compensation analyst

Routine equity award vesting with partial tax withholding and pre-planned sale.

General counsel Sean G. Renfroe exercised 1,218 restricted stock units into common stock, with part of the shares withheld for taxes and a portion sold. This pattern aligns with typical equity compensation events rather than discretionary buying or selling.

The filing shows 367 shares treated as a tax-withholding disposition and an open-market sale of 426 shares at $192.53 per share. A footnote states the sale was executed under a non-discretionary Rule 10b5-1 stock purchase plan dated March 11, 2026, which reduces the informational value of the trade’s timing.

Derivative data and footnotes note remaining restricted stock units linked to 2,100 underlying shares, scheduled to vest on January 8, 2027 subject to continued service. Overall, the activity appears as planned compensation management, with no clear signal that would materially alter an investment thesis.

Insider Trade Summary 10b5-1

Net Seller: 426 shares ($82,018)

Net Sell 5 txns

Insider Renfroe Sean G

Role GENERAL COUNSEL

Sold 426 shs ($82K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,218	$0.00	--
Exercise	Common Stock	1,218	$0.00	--
Tax Withholding	Common Stock	367	$191.48	$70K
Sale	Common Stock	426	$192.53	$82K
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 1,653 shares (Direct, null)

Footnotes (1)

1. Represents restricted stock units that are fully vested on the transaction date. These shares were disposed of pursuant to a written non-discretionary Rule 10b5-1 stock purchase plan dated March 11, 2026. Each restricted stock unit represents a conditional right to receive one share of the Company's common stock. The restricted stock units vested on July 2, 2026. Delivery of the shares to the reporting person occurred on July 2, 2026. 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.

Key Figures

Open-market sale: 426 shares at $192.53 RSUs exercised: 1,218 units Tax-withholding shares: 367 shares +2 more

5 metrics

Open-market sale 426 shares at $192.53 Common stock sale on July 2, 2026

RSUs exercised 1,218 units Restricted stock units converted to common stock on July 2, 2026

Tax-withholding shares 367 shares Shares delivered to cover tax obligations on July 2, 2026

Remaining RSU underlying shares 2,100 shares Underlying shares for RSUs vesting January 8, 2027

RSU exercise price $0.00 Conversion or exercise price for restricted stock units

Key Terms

Restricted Stock Units, Rule 10b5-1 stock purchase plan, tax-withholding disposition, derivative security, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 10b5-1 stock purchase plan financial

"These shares were disposed of pursuant to a written non-discretionary Rule 10b5-1 stock purchase plan dated March 11, 2026."

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

conditional right to receive one share financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 08:00 PM Accepted by SEC EDGAR 07/06/2026 - 08:00 PM Learn about SEC filing dates

FAQ

What insider transactions did TXRH general counsel Sean Renfroe report?

Sean Renfroe reported exercising 1,218 restricted stock units into common stock, a tax-withholding disposition of 367 shares, and an open-market sale of 426 shares at $192.53 per share, all dated July 2, 2026.

Was the Texas Roadhouse (TXRH) insider sale made under a Rule 10b5-1 plan?

Yes. A footnote states the 426-share sale was disposed of under a written, non-discretionary Rule 10b5-1 stock purchase plan dated March 11, 2026, indicating the trade was pre-planned rather than discretionary.

How many Texas Roadhouse shares did the insider sell and at what price?

The filing shows an open-market sale of 426 shares of Texas Roadhouse common stock at a price of $192.53 per share, categorized as a sale in an open market or private transaction on July 2, 2026.

How many Texas Roadhouse restricted stock units did Sean Renfroe exercise?

Sean Renfroe exercised 1,218 restricted stock units into common stock on July 2, 2026. Each restricted stock unit represents a conditional right to receive one share of Texas Roadhouse common stock according to the footnotes in the filing.

What portion of TXRH shares were withheld for taxes in this Form 4?

The Form 4 reports a tax-withholding disposition of 367 shares of Texas Roadhouse common stock. This F-coded transaction reflects shares delivered to satisfy tax liabilities related to the equity award vesting, not an open-market sale.

Does Sean Renfroe still hold unvested Texas Roadhouse restricted stock units?

Yes. Derivative information and footnotes indicate remaining restricted stock units tied to 2,100 underlying shares. These units are scheduled to vest on January 8, 2027, with delivery contingent on his continued service with the company.

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).

X

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^*

Renfroe Sean G

(Last) (First) (Middle)

C/O TEXAS ROADHOUSE, INC.

6040 DUTCHMANS LANE

(Street)

LOUISVILLE KENTUCKY 40205

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	GENERAL COUNSEL

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/02/2026		M(1)		1,218	A	$0	1,653	D
Common Stock	07/02/2026		F		367	D	$191.48	1,286	D
Common Stock	07/02/2026		S		426(2)	D	$192.53	860	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	(3)	07/02/2026		M			1,218	(4)	(4)	Common Stock	1,218	$0	0	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	2,100		2,100	D

Explanation of Responses:

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

2. These shares were disposed of pursuant to a written non-discretionary Rule 10b5-1 stock purchase plan dated March 11, 2026.

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

4. The restricted stock units vested on July 2, 2026. Delivery of the shares to the reporting person occurred on July 2, 2026.

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.

	/s/ Christopher C. Colson, by Power of Attorney	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)