Morgan Gerald L. 4

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.