Mussetter Sarah A. 4
4 · RED ROBIN GOURMET BURGERS INC · Filed Mar 24, 2026
Research Summary
AI-generated summary of this filing
Red Robin (RRGB) CLO Sarah Mussetter Receives 69,350 Phantom RSUs
What Happened
Sarah A. Mussetter, Chief Legal Officer of Red Robin Gourmet Burgers, was granted 69,350 Phantom Restricted Stock Units (Phantom RSUs) on March 23, 2026 (reported as an award, code A). The Phantom RSUs are recorded at $0 and represent a contingent right to receive one share (or cash equivalent) upon vesting. In connection with other recent vesting events, the issuer sold 2,913 shares in an open-market sell-to-cover at $3.12 on March 23, 2026 (proceeds $9,089) and withheld 8,391 shares on March 24, 2026 to satisfy tax withholding at $3.08 (value $25,844). Total proceeds/withheld value across the dispositions: $34,933. The award itself is a derivative grant, not an immediate cash purchase or sale.
Key Details
- Transaction dates/prices: 3/23/2026 sell-to-cover 2,913 shares @ $3.12 (sale, $9,089); 3/24/2026 withholding 8,391 shares @ $3.08 (disposed, $25,844); 3/23/2026 grant of 69,350 Phantom RSUs @ $0.00 (award).
- Shares owned after transaction: the filing notes 47,174 shares are subject to vesting/forfeiture restrictions; the filing does not state a single consolidated total share count after these transactions in the provided data.
- Notable footnotes: the 2,913-share sale was an automatic sell-to-cover to cover tax withholding (non-discretionary); 8,391 shares were withheld by the issuer to satisfy tax obligations tied to prior RSU vesting and were approved by the Compensation Committee (exempt under Rule 16b-3(e)). The 69,350 Phantom RSUs vest one-third on each of the first, second and third anniversaries of the grant date.
- Filing timeliness: Report filed 2026-03-24 for transactions on 3/23–3/24/2026; no late-filing indicator provided.
Context
- Phantom RSUs are derivative awards that entitle the holder, upon vesting, to receive one share (or cash equivalent) per unit — they are not immediate stock purchases and typically vest over time (here, one-third annually).
- The share dispositions were routine tax-withholding/sell-to-cover transactions (automatic and not discretionary), which are common when RSUs vest and generally do not by themselves indicate insider sentiment about the company's stock.
Insider Transaction Report
Form 4
Mussetter Sarah A.
CHIEF LEGAL OFFICER
Transactions
- Sale
Common Stock
[F1][F2]2026-03-23$3.12/sh−2,913$9,089→ 106,888 total - Tax Payment
Common Stock
[F3][F4]2026-03-24$3.08/sh−8,391$25,844→ 98,497 total - Award
Phantom Restricted Stock Unit
[F5]2026-03-23+69,350→ 69,350 totalExercise: $0.00→ Common Stock (69,350 underlying)
Footnotes (5)
- [F1]Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 6,649 time-based restricted stock units that were granted to the reporting person on March 20, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.
- [F2]The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.12 per share.
- [F3]In connection with the vesting of 19,181 time-based restricted stock units that were granted on March 24, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 8,391 of such shares to satisfy tax withholding obligations. The transaction was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.
- [F4]Includes 47,174 shares subject to vesting and forfeiture restrictions.
- [F5]Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") on March 23, 2026, under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. One third of the Phantom RSUs are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.
Signature
/s/ Carrie Etherton, Attorney-in-Fact|2026-03-24