Form 4: Red Robin COO's Stock Vesting & Tax Sale
Insider Transaction Report
Red Robin's Chief Operations Officer, Jesse Griffith, acquired shares from PSU vesting and subsequently sold a portion for tax obligations.
Summary
- Jesse Griffith, Chief Operations Officer of Red Robin Gourmet Burgers Inc. (RRGB), reported changes in beneficial ownership of common stock.
- On February 17, 2026, Griffith acquired 2,038 shares of common stock due to the vesting of performance-based restricted stock units (PSUs).
- These PSUs were granted under the company's 2017 Performance Incentive Plan for the 2023-2025 performance period.
- The vesting was certified by the Compensation Committee based on the company achieving 31% of its target for total shareholder return (Relative TSR) compared to a selected peer group.
- On February 19, 2026, Griffith disposed of 1,027 shares of common stock at a price of $3.32 per share to satisfy tax withholding obligations related to the PSU vesting.
- Following these transactions, Griffith beneficially owns 44,351 shares of common stock, which includes 37,657 time-based restricted stock units still subject to vesting and forfeiture.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this filing with a slightly negative sentiment due to the company's reported achievement of only 31% of its target Relative Total Shareholder Return, indicating underperformance against its peer group for the 2023-2025 period. While the vesting itself is routine, the underlying performance metric is a concern.
Positives
- The vesting of performance-based restricted stock units indicates that the company met at least a portion of its performance targets, allowing for executive compensation.
Negatives
- The company achieved only 31% of its target for Relative Total Shareholder Return (TSR) for the 2023-2025 performance period, suggesting significant underperformance against its peer group.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that executive compensation tied to performance metrics like Relative Total Shareholder Return (TSR) is a common practice across industries, aiming to align management incentives with shareholder interests. The disclosure of a 31% achievement against target TSR provides a specific data point on Red Robin's performance relative to its peers, which is a key indicator for investors assessing management effectiveness and competitive positioning within the restaurant sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Committee Action | The Compensation Committee certified the company's achievement of 31% of target Relative TSR for the 2023-2025 performance period, leading to PSU vesting. They also approved the withholding of shares for tax obligations in accordance with Rule 16b-3(d)(1) and 16b-3(e). | 02/17/2026 | Demonstrates the Compensation Committee's oversight of executive compensation plans and compliance with SEC regulations regarding insider transactions. |
Stakeholder Impact
- Shareholders: May view the 31% Relative TSR achievement as a negative indicator of company performance compared to peers, potentially impacting investor confidence.
- Employees (specifically Jesse Griffith): The vesting of PSUs represents a realization of compensation tied to company performance.
Key Dates
| Date | Description |
|---|---|
| 02/17/2026 | Acquisition of 2,038 shares due to vesting of performance-based restricted stock units (PSUs). |
| 02/19/2026 | Disposition of 1,027 shares for tax withholding obligations; also the filing date of the Form 4. |
Recommendation
holdWhile the Form 4 itself reports routine insider transactions (vesting and tax-related sale), the underlying disclosure of achieving only 31% of the target Relative Total Shareholder Return for the 2023-2025 period is a significant negative. This indicates underperformance against the company's peer group, which could pressure the stock. However, a Form 4 alone does not provide a comprehensive financial picture, so a "hold" recommendation is appropriate pending further financial disclosures that could elaborate on the reasons for this underperformance and future strategies.
Keywords
Red Robin Gourmet Burgers, RRGB, Jesse Griffith, Form 4, insider trading, executive compensation, restricted stock units, PSU vesting, stock transaction, Chief Operations Officer, Relative TSR
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