Texas Roadhouse (TXRH) CEO reports RSU vesting, new equity grants

Rhea-AI Filing Summary

Texas Roadhouse, Inc. CEO and Executive Vice Chairman Gerald L. Morgan reported several equity transactions on January 8, 2026. He acquired 11,600 shares of common stock at an exercise price of $0 through the vesting and settlement of restricted stock units, then disposed of 5,139 shares of common stock at $180.79 per share. Following these transactions, he directly owned 101,774 shares of Texas Roadhouse common stock.

On the same date, previously outstanding restricted stock units for 11,600 shares fully vested and were settled into common stock, leaving no remaining units from that grant. He also received new grants of restricted stock units covering 12,200 shares and 60,800 shares at a conversion price of $0 per unit under the company’s 2021 Long Term Incentive Plan. The 12,200 units are scheduled to vest on January 8, 2027 and the 60,800 units on January 8, 2031, in each case 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

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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)
01/08/2026

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	01/08/2026		M(1)		11,600	A	$0	106,913	D
Common Stock	01/08/2026		F		5,139	D	$180.79	101,774	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)	01/08/2026		M			11,600	(3)	(3)	Common Stock	11,600	$0	0	D
Restricted Stock Units	(2)	01/08/2026		A(4)		12,200		(5)	(5)	Common Stock	12,200	$0	12,200	D
Restricted Stock Units	(2)	01/08/2026		A(4)		60,800		(6)	(6)	Common Stock	60,800	$0	60,800	D

Explanation of Responses:

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

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

3. The restricted stock units vested on January 8, 2026. Delivery of the shares to the reporting person occurred on January 8, 2026.

4. Grant of restricted stock units pursuant to the Company's 2021 Long Term Incentive Plan.

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.

6. 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	01/09/2026
	** 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 insider transactions did TXRH CEO Gerald L. Morgan report on January 8, 2026?

Gerald L. Morgan reported that 11,600 restricted stock units vested and converted into Texas Roadhouse common stock at an exercise price of $0 per share, and he disposed of 5,139 shares of common stock at $180.79 per share on January 8, 2026.

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

After the reported transactions on January 8, 2026, Gerald L. Morgan directly owned 101,774 shares of Texas Roadhouse common stock.

What restricted stock units vested for the TXRH CEO on January 8, 2026?

Restricted stock units covering 11,600 shares fully vested on January 8, 2026, and the corresponding shares of Texas Roadhouse common stock were delivered to Gerald L. Morgan on the same date.

What new restricted stock unit awards did Texas Roadhouse grant to its CEO?

On January 8, 2026, Gerald L. Morgan received two new restricted stock unit awards: one covering 12,200 shares and another covering 60,800 shares of Texas Roadhouse common stock, each with a conversion price of $0 per unit.

When will Gerald L. Morgan’s new TXRH restricted stock units vest?

The restricted stock units covering 12,200 shares are scheduled to vest on January 8, 2027, and the units covering 60,800 shares are scheduled to vest on January 8, 2031. Vesting and share delivery in each case are conditioned on his continued service with Texas Roadhouse.

Under which plan were the new Texas Roadhouse restricted stock units granted to the CEO?

The new restricted stock unit awards to Gerald L. Morgan were granted under Texas Roadhouse’s 2021 Long Term Incentive Plan.

What is the exercise or conversion price of the CEO’s Texas Roadhouse restricted stock units?

The reported restricted stock units held by Gerald L. Morgan have a conversion or exercise price of $0 per unit, meaning each unit represents the right to receive one share of common stock without additional cash payment.