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Texas Roadhouse (TXRH) CEO sells 15,000 shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Texas Roadhouse, Inc. (TXRH) director and officer Gerald L. Morgan reported selling 15,000 shares of common stock on August 21, 2026 at a weighted average price of $202.17 per share, in open-market transactions made under a written, non-discretionary Rule 10b5-1 stock purchase plan dated May 22, 2026. After these sales, Morgan directly holds 80,970 shares of common stock. He also holds restricted stock units representing 12,200 underlying shares scheduled to vest on January 8, 2027 and 60,800 underlying shares scheduled to vest on January 8, 2031, each unit being a conditional right to receive one share of common stock.

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Insider Morgan Gerald L.
Role CEO, EXECUTIVE VICE CHAIRMAN
Sold 15,000 shs ($3.03M)
Type Security Shares Price Value
Sale Common Stock F1, F2 15,000 $202.17 $3.03M
holding Restricted Stock Units F3, F4 -- -- --
holding Restricted Stock Units F3, F5 -- -- --
Holdings After Transaction: Common Stock — 80,970 shares (Direct); Restricted Stock Units — 73,000 shares (Direct)
Footnotes (5)
  1. F1. These shares were disposed of pursuant to a written non-discretionary Rule 10b5-1 stock purchase plan dated May 22, 2026.
  2. F2. Weighted average sale price reported. The shares were sold within the range of $199.63 and $204.47. The reporting person will provide full information regarding the specific number of shares sold at each separate price upon request by the Commission Staff, the Company, or any security holder of the Company.
  3. F3. Each restricted stock unit represents a conditional right to receive one share of the Company's common stock.
  4. F4. 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.
  5. F5. 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.
Shares sold 15,000 shares of Common Stock Open-market sale on August 21, 2026
Weighted average sale price $202.17 per share Sale of 15,000 shares on August 21, 2026
Sale price range $199.63 to $204.47 per share Price range for the reported sales on August 21, 2026
Shares owned after sale 80,970 shares of Common Stock Direct holdings of Gerald L. Morgan following the transaction
RSUs underlying shares (2027 vesting) 12,200 underlying shares Restricted stock units vesting on January 8, 2027
RSUs underlying shares (2031 vesting) 60,800 underlying shares Restricted stock units vesting on January 8, 2031
Rule 10b5-1 plan date May 22, 2026 Date of written non-discretionary Rule 10b5-1 stock purchase plan
Rule 10b5-1 regulatory
"These shares were disposed of pursuant to a written non-discretionary Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Restricted Stock Units financial
"Each restricted stock unit represents a conditional right to receive one share"
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.
weighted average sale price financial
"Weighted average sale price reported. The shares were sold within the range"
conditional right financial
"Each restricted stock unit represents a conditional right to receive one share"

FAQ

What insider transaction did TXRH CEO Gerald L. Morgan report?
Gerald L. Morgan reported a sale of 15,000 shares of Texas Roadhouse, Inc. common stock on August 21, 2026, at a weighted average price of $202.17 per share, executed as open-market transactions under a written, non-discretionary Rule 10b5-1 trading plan.

How many TXRH shares does Gerald L. Morgan hold after this transaction?
After the reported sale, Gerald L. Morgan directly holds 80,970 shares of Texas Roadhouse, Inc. common stock. This figure reflects his position following the disposition of 15,000 shares on August 21, 2026 as disclosed in the Form 4 filing.

At what prices were Gerald L. Morgan’s TXRH shares sold?
The reported sale used a weighted average price of $202.17 per share. Footnote disclosure states the individual sale prices ranged from $199.63 to $204.47, and detailed breakdowns are available upon request from the company, the Commission staff, or any security holder.

Were Gerald L. Morgan’s TXRH stock sales under a Rule 10b5-1 plan?
Yes. The 15,000-share disposition was made under a written non-discretionary Rule 10b5-1 stock purchase plan dated May 22, 2026. The filing also checks the Rule 10b5-1 affirmation box, indicating the trades were effected pursuant to that pre-established plan.

What TXRH restricted stock units does Gerald L. Morgan hold and when do they vest?
Gerald L. Morgan holds restricted stock units tied to 12,200 underlying shares vesting on January 8, 2027 and 60,800 underlying shares vesting on January 8, 2031. Each restricted stock unit represents a conditional right to receive one share of Texas Roadhouse common stock.

How many TXRH shares are covered by Gerald L. Morgan’s restricted stock units in total?
In total, Gerald L. Morgan’s disclosed restricted stock units cover 73,000 underlying shares of Texas Roadhouse, Inc. common stock, consisting of 12,200 underlying shares vesting in 2027 and 60,800 underlying shares vesting in 2031, subject to his continued service with the company.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Morgan Gerald L.
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO, EXECUTIVE VICE CHAIRMAN
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/21/2026S15,000(1)D$202.17(2)80,970D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3) (4) (4)Common Stock12,20012,200D
Restricted Stock Units(3) (5) (5)Common Stock60,80060,800D
Explanation of Responses:
1. These shares were disposed of pursuant to a written non-discretionary Rule 10b5-1 stock purchase plan dated May 22, 2026.
2. Weighted average sale price reported. The shares were sold within the range of $199.63 and $204.47. The reporting person will provide full information regarding the specific number of shares sold at each separate price upon request by the Commission Staff, the Company, or any security holder of the Company.
3. Each restricted stock unit represents a conditional right to receive one share of the Company's common stock.
4. 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.
5. 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 Attorney08/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR