Mussetter Sarah A. 4

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.