Mussetter Sarah A. 4

What Happened
Sarah A. Mussetter, Chief Legal Officer of Red Robin Gourmet Burgers, had 6,184 performance-based restricted stock units (PSUs) vest on Feb 17, 2026 (grant code A). To satisfy tax withholding and fees, the company withheld 3,023 of those shares on Feb 19, 2026 (code F) at an effective value of $3.32 per share, totaling $10,036. Net to Mussetter after withholding was 3,161 shares.

Key Details

• Transaction dates: PSUs vested 2026-02-17; shares withheld for taxes 2026-02-19. Filing date (Form 4): 2026-02-19. Filing appears timely.
• Prices/values: Awarded shares reported at $0.00 (vesting of PSUs); 3,023 withheld at $3.32/share = $10,036 withheld.
• Net change: +3,161 shares added to Mussetter’s beneficial ownership from this vesting event (6,184 vested − 3,023 withheld).
• Outstanding awards: Footnote reports an additional 81,817 time-based restricted stock units still subject to vesting/forfeiture.
• Footnotes: Vesting resulted from Compensation Committee certification that Relative TSR performance reached 31% of target for the 2023–2025 period. The withholding was approved under Rule 16b-3(d)(1) and is exempt from Section 16(b).

Context
This was a vesting of performance RSUs, not an open-market purchase or voluntary sale. The withholding of shares for taxes is a routine administrative action and does not indicate a market view; the transaction increases Mussetter’s net holdings by the net vested shares.