Form 4: Texas Roadhouse CEO Sells Shares Under 10b5-1 Plan

Texas Roadhouse CEO and Executive Vice Chairman Gerald L. Morgan sold 5,000 shares of common stock for approximately $187.13 per share under a pre-arranged 10b5-1 plan.

Summary

• Gerald L. Morgan, CEO and Executive Vice Chairman of Texas Roadhouse, Inc. (TXRH), disposed of 5,000 shares of common stock.
• The transaction occurred on January 12, 2026, at a weighted average sale price of $187.13 per share, with sales ranging from $187.00 to $187.32.
• The sale was executed pursuant to a written non-discretionary Rule 10b5-1 stock purchase plan established on November 14, 2024.
• Following this transaction, Mr. Morgan directly beneficially owns 96,774 shares of common stock.
• Mr. Morgan also holds 12,200 Restricted Stock Units (RSUs) that vest on January 8, 2027, and 60,800 Restricted Stock Units (RSUs) that vest on January 8, 2031, both contingent on continued service.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was pre-arranged under a Rule 10b5-1 plan mitigates concerns that it is based on new, adverse information. It represents a planned financial event rather than a reaction to company performance.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 plan, indicating a scheduled transaction rather than a discretionary sale based on immediate, non-public information.

Negatives

• A key executive, the CEO and Executive Vice Chairman, reduced their direct beneficial ownership of common stock by 5,000 shares.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing reports an individual insider transaction and does not provide information related to broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders may note a reduction in direct ownership by a key executive, though the pre-arranged nature of the sale lessens potential negative interpretations.

Next Steps

• Delivery of 12,200 shares of common stock to the reporting person on January 8, 2027, upon vesting of Restricted Stock Units, subject to continued service.
• Delivery of 60,800 shares of common stock to the reporting person on January 8, 2031, upon vesting of Restricted Stock Units, subject to continued service.

Key Dates

Keywords

Texas Roadhouse, TXRH, Insider Transaction, Form 4, Stock Sale, CEO, Executive Vice Chairman, Rule 10b5-1, Common Stock, Restricted Stock Units