Renfroe Sean G 4

What Happened
Sean G. Renfroe, General Counsel of Texas Roadhouse (TXRH), had 1,218 restricted stock units (RSUs) vest on July 2, 2026 and converted them into common shares (exercise/conversion of derivative). From those shares, 367 were surrendered to cover taxes (withholding) at $191.48 each ($70,273) and 426 were sold in the open market at $192.53 each ($82,018). Net retained from this vesting event is approximately 425 shares (1,218 vested − 367 withheld − 426 sold).

Key Details

• Transaction date: July 2, 2026; Form 4 filed July 6, 2026 (no indication the filing was late).
• RSUs exercised/converted: 1,218 shares at $0.00 (conversion of restricted stock units).
• Tax withholding (F): 367 shares disposed at $191.48 — proceeds equivalent to $70,273 (used to satisfy tax liability).
• Open-market sale (S): 426 shares sold at $192.53 — proceeds $82,018; sale executed pursuant to a written, non‑discretionary Rule 10b5‑1 plan dated March 11, 2026 (F2).
• Footnotes: F1/F3/F4 confirm these were RSUs (1 RSU = 1 share) that vested and were delivered on July 2, 2026. F5 references other RSUs that vest Jan 8, 2027 (subject to continued service).
• Shares owned after the transaction: not specified in the data provided in this summary (retained from this vesting ≈425 shares).

Context
This was primarily a vesting of RSUs followed by routine tax withholding and a planned sale under a 10b5‑1 plan. That pattern (withholding to cover taxes and pre‑arranged sales) is common and typically reflects award settlement and tax obligations rather than a discretionary market-timing decision.