Tobin Regina A. 4

What Happened

• Regina A. Tobin, President of Texas Roadhouse (TXRH), was granted 2,598 restricted stock units (RSUs) on 2026-02-27 (reported as an Award/Acquisition). At the same time, 946 shares were withheld/disposed to satisfy tax withholding at $184.37 per share, totaling $174,414.
• The grant is reported at $0.00 per share (RSUs represent conditional rights to receive common stock, not immediate cash purchases). The withholding (transaction code F) reflects tax/payment of liabilities related to the award, not an open-market sale.

Key Details

• Transaction dates and amounts:
  • 2026-02-27: Award/Grant (A) — 2,598 RSUs @ $0.00
  • 2026-02-27: Tax withholding/payment (F) — 946 shares withheld @ $184.37; proceeds/amount = $174,414
• Shares owned after the transaction: not stated in the provided filing excerpt.
• Notable footnotes:
  • The company’s talent management and compensation committee certified achievement of specified financial performance goals effective upon issuance of audited financials on 2026-02-27; these determinations related to previously granted performance-based RSUs that vested on 2026-01-08 but became reportable on 2026-02-27.
  • Each RSU equals a conditional right to one share. Portions of the RSU award vest on 2027-01-08 and 2028-01-08, with delivery subject to continued service.
• Filing timeliness: Reported on 2026-03-02 for a 2026-02-27 transaction; this filing date falls within the typical two-business-day Form 4 reporting window (i.e., appears timely).

Context

• These transactions reflect an equity award (RSUs) and the routine withholding of shares to cover tax obligations. RSUs are not an immediate cash purchase or sale of shares; they are a conditional right to receive shares in the future per the vesting/delivery schedule. The withholding should be viewed as a tax-related administrative action, not necessarily a signal of insider sentiment.