Krakower Brian S 4

What Happened

• Brian S. Krakower, EVP & Chief Information Officer of BJ's Restaurants, received an award of 2,447 restricted stock units (RSUs) on 2026-02-18 (reported as acquisition A; shares issued at $0.00). To satisfy tax withholding on the vesting, 908 shares were withheld/disposed at $42.71 each, totaling $38,781 (transaction code F).

Key Details

• Transaction date: 2026-02-18; filing date: 2026-02-19 (filed within typical Form 4 timing).
• Award: 2,447 RSUs issued/acquired at $0.00.
• Tax withholding: 908 shares withheld/disposed at $42.71 for $38,781.
• Footnote F1: Shares were withheld by the company to satisfy statutory tax withholding on vesting.
• Footnote F2: Reported ownership/amounts include 4,667 unvested RSUs.
• This was an award/vesting event with routine tax withholding, not an open-market purchase or voluntary sale.

Context

• RSU vesting and the corresponding share withholding for taxes are common corporate compensation mechanics; the withheld shares are used to meet withholding obligations rather than signaling a discretionary sale by the insider. For investors, awards increase insider exposure over time as remaining RSUs vest, while withheld shares simply cover tax liabilities.