Marshall Lloyd Paul 4
4 · Texas Roadhouse, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Texas Roadhouse Chief Growth Officer Marshall Paul Receives RSUs; 373 Withheld
What Happened
Marshall Lloyd Paul, Chief Growth Officer of Texas Roadhouse (TXRH), received an award of 1,529 restricted stock units (RSUs) reported on 2026-02-27 (awarded at $0.00). To cover tax withholding related to these awards, 373 shares were surrendered/withheld at $184.37 per share, a withholding value of roughly $68,770. The RSUs are awards (not purchases) and generally represent a non‑cash compensation event rather than an open‑market trade.
Key Details
- Transaction date(s): 2026-02-27; Filing date: 2026-03-02 (filed within the SEC’s two-business-day window).
- Award: 1,529 RSUs granted/recognized (acquisition code A) — no cash price to the reporting person. Using the $184.37 per-share rate shown for the withholding transaction implies an approximate market value of ~$282k for the 1,529 RSUs (illustrative).
- Withholding: 373 shares withheld/disposed (code F) at $184.37/share = $68,770 withheld to satisfy tax liability.
- Shares owned after transaction: not specified in the Form 4 filing.
- Notable footnotes: Company’s talent management and compensation committee certified achievement of performance goals effective upon issuance of audited financials on Feb 27, 2026, which determined the number of performance-based RSUs (these performance conditions were treated as met as of Jan 8, 2026 and are now reportable). Each RSU is a conditional right to one share; delivery of shares is subject to continued service and scheduled delivery dates (noted as Jan 8, 2027 and Jan 8, 2028).
Context
These transactions reflect compensation (RSU awards) tied to prior performance certification, with the company withholding shares to satisfy tax obligations — a routine administrative step rather than an open-market sale. RSUs are a form of deferred equity compensation: the reporting person did not buy stock here, and the withholding reduces the number of shares ultimately delivered when the RSUs are payable.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-27+1,529→ 11,699 total - Tax Payment
Common Stock
2026-02-27$184.37/sh−373$68,770→ 11,326 total
- 2,700
Restricted Stock Units
[F2][F3]→ Common Stock (2,700 underlying) - 9,400
Restricted Stock Units
[F2][F4]→ Common Stock (9,400 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, 2028. Delivery of the shares to the reporting person will occur on January 8, 2028, subject to the reporting person's continued service with the Company.