Form 4: Red Robin CLO's Stock Vesting and Tax Sale

Red Robin's Chief Legal Officer, Sarah A. Mussetter, reported the vesting of performance-based restricted stock units and a subsequent sale of shares to cover tax obligations.

Summary

• Sarah A. Mussetter, Chief Legal Officer of Red Robin Gourmet Burgers Inc. (RRGB), reported transactions involving the company's common stock.
• On February 17, 2026, 6,184 shares of common stock were acquired due to the vesting of performance-based restricted stock units (PSUs) under the 2017 Performance Incentive Plan.
• The vesting was based on the Compensation Committee's certification that the company achieved 31% of the target for its total shareholder return performance relative to a selected peer group (Relative TSR) for the 2023-2025 performance period.
• On February 19, 2026, 3,023 shares of common stock were disposed of at a price of $3.32 per share to satisfy tax withholding obligations and fees related to the PSU vesting.
• Following these transactions, Sarah A. Mussetter beneficially owns 113,838 shares of common stock, which includes 81,817 time-based restricted stock units subject to vesting and forfeiture restrictions.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While the vesting of PSUs is a positive event, the achievement of only 31% of the target Relative TSR indicates underperformance against compensation goals, balanced by the routine nature of the tax-related share sale.

Positives

• Vesting of 6,184 performance-based restricted stock units occurred, indicating some level of performance achievement for the 2023-2025 period.

Negatives

• The company achieved only 31% of the target for its Relative TSR performance, resulting in a lower number of PSUs vesting than the target amount.
• A portion of the vested shares (3,023 shares) was immediately sold to cover tax withholding obligations, reducing direct ownership.

Future Outlook

This filing does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The Compensation Committee certified the company's achievement of 31% of target for the 2023-2025 Relative TSR performance.
• The issuer's Compensation Committee approved the withholding of shares to satisfy tax withholding obligations in accordance with Rule 16b-3(d)(1) of the Exchange Act.

Industry Context

StockSavvy.ai notes that this Form 4 filing details a routine insider transaction related to executive compensation, specifically the vesting of performance-based equity awards and subsequent tax-related share sales. Such transactions are common across industries as part of long-term incentive plans.

Corporate Governance

Stakeholder Impact

• Shareholders: The report provides transparency on executive compensation and insider stock ownership changes, which is a routine disclosure.
• Employees: The vesting of PSUs reflects the company's performance against specific metrics, which can indirectly influence employee morale and future incentive structures.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction related to executive compensation, specifically the vesting of performance-based restricted stock units and a subsequent sale to cover tax obligations. While the company achieved only 31% of its Relative TSR target, this information is specific to compensation and does not provide new fundamental insights into the company's operational performance or future prospects that would warrant a change in investment recommendation.

Keywords

RRGB, Red Robin, Sarah A. Mussetter, Form 4, Insider Transaction, Stock Vesting, PSU, Restricted Stock Units, Tax Withholding, Corporate Governance