Texas Roadhouse (TXRH) CEO gets 7,535-share award, withholds stock for taxes

Rhea-AI Filing Summary

Texas Roadhouse, Inc. reported that CEO and Executive Vice Chairman Gerald L. Morgan received a grant or award of 7,535 shares of common stock on February 27, 2026, at no stated price per share. A separate tax-withholding disposition covered 3,339 shares at $184.37 per share. Following these transactions, he directly held 95,970 shares of common stock. The filing also shows 12,200 and 60,800 restricted stock units outstanding, which each represent a right to receive one share of common stock and are scheduled to vest in 2027 and 2031, subject to 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^*

Morgan Gerald 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
X	Officer (give title below)		Other (specify below)
	CEO, EXECUTIVE VICE CHAIRMAN

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)		7,535	A	$0	99,309	D
Common Stock	02/27/2026		F		3,339	D	$184.37	95,970	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	12,200		12,200	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	60,800		60,800	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, 2031. Delivery of the shares to the reporting person will occur on January 8, 2031, 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
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FAQ

What insider transactions did TXRH CEO Gerald L. Morgan report on this Form 4?

Gerald L. Morgan reported a grant or award acquisition of 7,535 shares of Texas Roadhouse common stock and a separate tax-withholding disposition of 3,339 shares. Both transactions involved directly held common stock and occurred on February 27, 2026, according to the Form 4 details.

How many Texas Roadhouse (TXRH) shares does Gerald L. Morgan hold after these transactions?

After the reported grant and tax-withholding disposition, Gerald L. Morgan directly holds 95,970 shares of Texas Roadhouse common stock. This figure reflects the net result of the 7,535-share award and the 3,339-share disposition recorded in the Form 4 filing for February 27, 2026.

What was the purpose of the 3,339-share disposition reported by TXRH CEO Morgan?

The 3,339-share disposition was reported under code F, indicating shares were delivered to satisfy an exercise price or tax liability. The shares were valued at $184.37 each, and the transaction is described as a tax-withholding disposition rather than an open-market sale.

What restricted stock unit (RSU) awards does TXRH CEO Gerald L. Morgan currently report?

Gerald L. Morgan reports 12,200 and 60,800 restricted stock units, each representing a right to receive one share of Texas Roadhouse common stock. These RSUs are scheduled to vest on January 8, 2027 and January 8, 2031, respectively, subject to his continued service with the company.

How were TXRH performance-based RSUs tied to the February 27, 2026 Form 4 filing?

The talent management and compensation committee certified achievement of specified financial performance goals on February 27, 2026, determining the number of previously granted performance-based RSUs. These RSUs vested on January 8, 2026 and became reportable when the audited financial statements were issued.

What does each Texas Roadhouse restricted stock unit represent in Gerald L. Morgan’s Form 4?

Each Texas Roadhouse restricted stock unit reported for Gerald L. Morgan represents a conditional right to receive one share of the company’s common stock. Delivery of the underlying shares occurs on the specified vesting dates, assuming he continues serving with the company through those dates.