Morgan Gerald L. 4
4 · Texas Roadhouse, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Texas Roadhouse (TXRH) CEO Gerald L. Morgan Receives Award, Sells Shares
What Happened
- Gerald L. Morgan, CEO and Executive Vice Chairman of Texas Roadhouse (TXRH), received an award of 7,535 restricted stock units (RSUs) on 2026-02-27. On the same date he disposed of 3,339 shares at $184.37 per share to satisfy tax withholding obligations, totaling about $615,611. The award was reported as an A (award/grant) transaction and the shares surrendered for taxes are reported under F (payment of exercise price or tax liability).
Key Details
- Transaction dates and prices:
- 2026-02-27: Grant of 7,535 RSUs (A) at $0.00 (RSUs, not a cash purchase).
- 2026-02-27: Disposition of 3,339 shares (F) at $184.37 each = $615,611 (shares surrendered to cover taxes).
- Shares owned after the transaction: Not specified in the filing.
- Footnotes of note:
- The company's talent management & compensation committee certified achievement of performance goals; certain performance-based RSUs vested on January 8, 2026 and became reportable on February 27, 2026 (F1).
- Each RSU represents a conditional right to one share (F2).
- Some RSUs have future vesting dates (January 8, 2027 and January 8, 2031); delivery is subject to continued service (F3, F4).
- Filing timeliness: Form 4 was filed 2026-03-02 for transactions dated 2026-02-27; the filing appears timely.
Context
- These transactions reflect issuance of RSUs and routine tax withholding (shares surrendered) rather than an open-market sale or purchase. RSUs are a form of compensation; the F-code disposition was to cover tax liabilities, not necessarily a directional bet on the stock.
Insider Transaction Report
Form 4
Morgan Gerald L.
DirectorCEO, EXECUTIVE VICE CHAIRMAN
Transactions
- Award
Common Stock
[F1]2026-02-27+7,535→ 99,309 total - Tax Payment
Common Stock
2026-02-27$184.37/sh−3,339$615,611→ 95,970 total
Holdings
- 12,200
Restricted Stock Units
[F2][F3]→ Common Stock (12,200 underlying) - 60,800
Restricted Stock Units
[F2][F4]→ Common Stock (60,800 underlying)
Footnotes (4)
- [F1]Effective upon the issuance of the Company's audited financial statements on February 27, 2026, the Company's talent management and compensation committee certified the achievement of specified financial performance goals that determined the number of previously granted performance based restricted stock units, which vested on January 8, 2026 but became reportable on February 27, 2026.
- [F2]Each restricted stock unit represents a conditional right to receive one share of the Company's common stock.
- [F3]The restricted stock units vest on January 8, 2027. Delivery of the shares to the reporting person will occur on January 8, 2027, subject to the reporting person's continued service with the Company.
- [F4]The restricted stock units vest on January 8, 2031. Delivery of the shares to the reporting person will occur on January 8, 2031, subject to the reporting person's continued service with the Company.
Signature
/s/ Sean Renfroe, by Power of Attorney|2026-03-02