Marshall Lloyd Paul 4

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.