Texas Roadhouse, Inc. 8-K

What Happened
Texas Roadhouse, Inc. (TXRH) filed an 8‑K reporting that its Compensation Committee exercised discretion on December 30, 2025 to set 2026 compensation for named executive officers. Changes take effect January 8, 2026 and include new annual base salaries, short‑term cash incentive targets with defined minimums/maximums, and grants of service‑based, performance‑based, and long‑term restricted stock units (RSUs), with specific dollar values and vesting schedules.

Key Details

• Base salaries effective Jan 8, 2026 (selected named officers): Jerry Morgan $1,475,000; Gina Tobin $762,000; Chris Colson $662,000; Travis Doster $662,000; Hernan Mujica $662,000; Paul Marshall $662,000. (Base pay for Mike Lenihan and Keith Humpich unchanged from prior 8‑K.)
• 2026 short‑term cash incentive targets and ranges (examples): Jerry Morgan target $1,475,000 (min $0, max $2,950,000); Gina Tobin target $762,000 (min $0, max $1,524,000); Keith Humpich target $300,000 (min $150,000, max $450,000). Targets are tied to pre‑tax profits, comparable restaurant traffic growth and store week growth; overall caps typically 0–2× (Humpich 50–150%).
• Service‑based RSUs (grant on Jan 8, 2026; vest Jan 8, 2027): Jerry Morgan $2,200,000; Gina Tobin $762,000; Chris Colson $496,000; others listed similarly. Number of RSUs = dollar amount ÷ prior trading day closing price, rounded to nearest 100 shares.
• Performance‑based RSUs (grant Jan 8, 2026; vest Jan 8, 2029): target dollar amounts (e.g., Morgan $2,200,000) with performance metrics based on 33% EPS growth vs. fiscal 2025 and pre‑tax profits; payouts may be 0–2× target.
• Long‑term RSUs (grant Jan 8, 2026): Morgan $11,000,000 (vest Jan 8, 2031); other named officers $1.7M–$2.0M (vest Jan 8, 2028) and include a one‑year post‑vesting sale restriction for non‑Morgan executives.

Why It Matters
These actions increase the mix of cash and equity compensation for TXRH executives for fiscal 2026 and emphasize multi‑year equity incentives tied to EPS and profitability. For investors, that means (1) potential near‑term increases in compensation expense and future equity dilution depending on share price and vesting outcomes, and (2) management incentives are aligned toward traffic, store growth and profit metrics outlined by the Compensation Committee. The filing is a governance disclosure of how executive pay will be administered for 2026 — not an operational or earnings report.