10-K – 2026-02-27 – txrh-20251230x10k.htm

At our high volume restaurants, we continue to look for opportunities to increase our dining room capacity by adding on to our existing building and/or to increase our parking capacity by leasing or purchasing property that adjoins our site. We also continue to make a number of building modifications and/or expansions to existing restaurants in order to better accommodate increased dine-in and to-go sales. These modifications include room expansions which add additional guest seating and cooler expansions to accommodate higher inventory levels.
In recent years, we have relocated a number of existing Texas Roadhouse locations at or near the end of their associated lease or as a result of eminent domain which allowed us to move to a better site, update them to a current prototypical design, construct a larger building with more seats and greater number of available parking spaces, accommodate increased to-go sales, and/or obtain more favorable lease terms. We continue to evaluate these opportunities particularly as it relates to older locations with strong sales.
● Leveraging Our Scalable Infrastructure. To support our growth, we have made investments in our infrastructure across all critical functions, including the development of new strategic initiatives. Our ability to leverage our infrastructure in future years by growing our general and administrative costs at a slower rate than our revenue will depend, in part, on our new restaurant openings, our comparable restaurant sales growth rate going forward, and the level of investment we continue to make in our infrastructure.
● Returning Capital to Shareholders. We continue to evaluate opportunities to return capital to our shareholders, including the payment of dividends and the repurchase of common stock. In 2011, our Board declared our first quarterly dividend of $0.08 per share of common stock which has consistently grown over time. On February 18, 2026, the Board declared a quarterly cash dividend of $0.75 per share of common stock, representing a 10% increase compared to the quarterly dividend declared in the prior year period.

In 2008, the Board approved our first stock repurchase program. On February 19, 2025, our Board approved a stock repurchase program for the repurchase of up to $500 million of our common stock. This stock repurchase program has no expiration date and replaces the previous stock repurchase program of $300 million which was approved on March 17, 2022.
In 2025, we paid $150.0 million, excluding excise taxes, to repurchase 869,007 shares of our common stock. From inception through December 30, 2025, we have paid $913.3 million through our authorized stock repurchase programs to repurchase 22,827,137 shares of our common stock at an average price per share of $40.01.
Key Measures We Use To Evaluate Our Company
Key measures we use to evaluate and assess our business include the following:
● Comparable Restaurant Sales. Comparable restaurant sales reflect the change in sales for all company restaurants across all concepts, unless otherwise noted, over the same period of the prior year for the comparable restaurant base. We define the comparable restaurant base to include those restaurants open for a

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full 18 months before the beginning of the period measured excluding restaurants permanently closed during the period, if applicable. Comparable restaurant sales can be impacted by changes in guest traffic counts or by changes in the per person average check amount. Menu price changes, the mix of menu items sold, and the mix of dine-in versus to-go sales can affect the per person average check amount.
● Average Unit Volume. Average unit volume represents the average annual restaurant sales for Texas Roadhouse and Bubba’s 33 restaurants open for a full six months before the beginning of the period measured excluding sales of restaurants permanently closed during the period, if applicable. Historically, average unit volume growth is less than comparable restaurant sales growth which indicates that newer restaurants are operating with sales growth levels lower than the company average. At times, average unit volume growth may be more than comparable restaurant sales growth which indicates that newer restaurants are operating with sales growth levels higher than company average.
● Store Weeks and New Restaurant Openings. Store weeks represent the number of weeks that all company restaurants across all concepts, unless otherwise noted, were open during the reporting period. Store weeks include weeks in which a restaurant is temporarily closed. Store week growth is driven by new restaurant openings and franchise acquisitions. New restaurant openings reflect the number of restaurants opened during a particular fiscal period, excluding store relocations. We consider store openings that occur simultaneously with a store closure in the same trade area to be a relocation.
● Restaurant Margin. Restaurant margin (in dollars, as a percentage of restaurant and other sales, and per store week) represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent, and other operating costs. Restaurant margin is not a measurement determined in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered in isolation, or as an alternative, to income from operations. This non-GAAP measure is not indicative of overall company performance and profitability in that this measure does not accrue directly to the benefit of shareholders due to the nature of the costs excluded. Restaurant margin is widely regarded as a useful metric by which to evaluate core restaurant-level operating efficiency and performance over various reporting periods on a consistent basis.

In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including pre-opening and general and administrative expenses, but do not have a direct impact on restaurant-level operational efficiency and performance. We exclude pre-opening expenses as they occur at irregular intervals and would impact comparability to prior period results. We exclude depreciation and amortization expenses, substantially all of which relate to restaurant-level assets, as they represent a non-cash charge for the investment in our restaurants. We exclude impairment and closure expenses as we believe this provides a clearer perspective of the Company’s ongoing operating performance and a more useful comparison to prior period results. Restaurant margin as presented may not be comparable to other similarly titled measures of other companies in our industry. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section below.
Other Key Definitions
Restaurant and Other Sales. Restaurant sales include gross food and beverage sales, net of promotions and discounts, for all company restaurants. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from restaurant sales in our consolidated statements of income. Other sales primarily include the net impact of the amortization of third-party gift card fees and gift card breakage income and content revenue related to our tabletop kiosk devices. 
Royalties and Franchise Fees. Royalties consist of franchise royalites, as defined in our franchise agreement, paid to us by our domestic and international franchisees, as well as royalties related to our royalty-based retail products. Domestic and international franchisees also typically pay an initial franchise fee and/or development fee for each new restaurant or territory.
Food and Beverage Costs. Food and beverage costs consist of the costs of raw materials and ingredients used in the preparation of food and beverage products sold in our company restaurants. Approximately half of our food and beverage costs relate to beef.

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Restaurant Labor Expenses. Restaurant labor expenses include all direct and indirect labor costs incurred in operations except for profit sharing incentive compensation expenses earned by our restaurant managing partners and market partners. These profit sharing expenses are reflected in restaurant other operating expenses. Restaurant labor expenses also include share-based compensation expense related to restaurant-level employees.
Restaurant Rent Expense. Restaurant rent expense includes all rent, except pre-opening rent, associated with the leasing of real estate and includes base, percentage, and straight-line rent expense.
Restaurant Other Operating Expenses. Restaurant other operating expenses consist of all other restaurant- level operating costs, the major components of which are supplies, utilities, profit sharing incentive compensation for our restaurant managing partners and market partners, credit card fees, general liability insurance, advertising, repairs and maintenance, property taxes, and outside services.
Pre-opening Expenses. Pre-opening expenses, which are charged to operations as incurred, consist of expenses incurred before the opening of a new or relocated restaurant and consist principally of opening and training team compensation and benefits, travel expenses, rent, food, beverage, and other initial supplies and expenses. The majority of pre-opening costs incurred relate to the hiring and training of employees due to the significant investment we make in training our people. Pre-opening costs vary by location depending on a number of factors, including the size and physical layout of each location; the number of management and hourly employees required to operate each restaurant; the availability of qualified restaurant staff members; the cost of travel and lodging for different geographic areas; the timing of the restaurant opening; and the extent of unexpected delays, if any, in obtaining final licenses and permits to open each restaurant.
Depreciation and Amortization Expenses. Depreciation and amortization expenses include the depreciation of fixed assets and amortization of intangibles with definite lives, substantially all of which relates to restaurant-level assets.
Impairment and Closure Costs, Net. Impairment and closure costs, net include any impairment of long-lived assets, including property and equipment, operating lease right-of-use assets, and goodwill, and expenses associated with the closure of a restaurant. Closure costs also include any gains or losses associated with a relocated restaurant or the sale of a closed restaurant and/or assets held for sale as well as lease costs associated with closed or relocated restaurants.
General and Administrative Expenses. General and administrative expenses comprise expenses associated with corporate and administrative functions that support development and restaurant operations and provide an infrastructure to support future growth. This includes salary, incentive-based, and share-based compensation expense related to executive officers and Support Center employees, salary and share-based compensation expense related to market partners, software hosting fees, professional fees, group insurance, and the realized and unrealized holding gains and losses related to the investments in our deferred compensation plan.
Interest Income, Net. Interest income, net includes earnings on cash and cash equivalents and is reduced by interest expense, net of capitalized interest, on our debt or financing obligations including the amortization of loan fees, as applicable.
Equity Income from Investments in Unconsolidated Affiliates. Equity income includes our percentage share of net income earned by unconsolidated affiliates and our share of any gain on the acquisition of these affiliates. We owned a 5.0% to 10.0% equity interest in 14 and 20 domestic franchise restaurants as of December 30, 2025 and December 31, 2024, respectively.
Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests represents the portion of income attributable to the other owners of the majority- owned restaurants. Our consolidated subsidiaries include 20 and 19 majority-owned restaurants as of December 30, 2025 and December 31, 2024, respectively.
2025 Financial Highlights
Total revenue increased $504.7 million or 9.4% to $5.9 billion in 2025 compared to $5.4 billion in 2024 primarily due to an increase in store weeks and comparable restaurant sales partially offset by lapping the benefit of the additional week which added $114.7 million in revenue in 2024. Store weeks and comparable restaurant sales increased 5.0% and 4.9%, respectively, at company restaurants in 2025 compared to 2024. The increase in store weeks was due to new store openings and the acquisition of franchise restaurants. The increase in comparable restaurant sales was due to an increase in guest traffic along with an increase in per person average check.

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Net income decreased $28.0 million or 6.5% to $405.6 million in 2025 compared to $433.6 million in 2024 primarily due to lower restaurant margin dollars, as described below, and higher depreciation and amortization expenses partially offset by lower income tax expense. In addition, income tax expense decreased due to the decrease in profitability. Diluted earnings per share decreased 5.8% to $6.10 from $6.47 in 2024 due to the decrease in net income partially offset by the impact of share repurchases. Diluted earnings per share growth was negatively impacted by approximately 4% as a result of the additional week in 2024.
Restaurant margin dollars decreased $10.1 million or 1.1% to $905.7 million in 2025 compared to $915.8 million in 2024 primarily due to an increase in food and beverage costs and lapping the benefit of the additional week in the prior year partially offset by higher sales. Restaurant margin, as a percentage of restaurant and other sales, decreased to 15.5% in 2025 compared to 17.1% in 2024. The decrease in restaurant margin, as a percentage of restaurant and other sales, was primarily due to commodity inflation of 6.1% and wage and other labor inflation of 3.7% partially offset by higher sales.
In addition, capital allocation spend in 2025 included capital expenditures of $388.0 million, franchise acquisitions of $107.5 million, dividends of $180.3 million, and repurchases of common stock of $150.0 million.
​

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Results of Operations
(in thousands)
​
​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30, 2025
​
December 31, 2024

​
  ​
$
  ​
%
  ​
$
  ​
%

Consolidated Statements of Income:
​
​
​
​
​
​
​
​

Revenue:
​
​
​
​
​
​
​
​

Restaurant and other sales
​
5,847,234
​
99.5
​
5,341,853
​
99.4

Royalties and franchise fees
​
30,841
​
0.5
​
31,479
​
0.6

Total revenue
​
5,878,075
​
100.0
​
5,373,332
​
100.0

Costs and expenses:
​
​
​
​
​
​
​
​

(As a percentage of restaurant and other sales)
​
​
​
​
​
​
​
​

Restaurant operating costs (excluding depreciation and amortization shown separately below):
​
​
​
​
​
​
​
​

Food and beverage
​
2,049,687
​
35.0
​
1,785,119
​
33.4

Labor
​
1,944,416
​
33.3
​
1,764,740
​
33.1

Rent
​
92,321
​
1.6
​
80,560
​
1.5

Other operating
​
855,092
​
14.6
​
795,657
​
14.9

(As a percentage of total revenue)
​
​
​
​
​
​
​
​

Pre-opening
​
27,502
​
0.5
​
28,090
​
0.5

Depreciation and amortization
​
206,640
​
3.5
​
178,157
​
3.3

Impairment and closure, net
​
349
​
NM
​
1,226
​
NM

General and administrative
​
227,328
​
3.9
​
223,264
​
4.2

Total costs and expenses
​
5,403,335
​
91.9
​
4,856,813
​
90.4

Income from operations
​
474,740
​
8.1
​
516,519
​
9.6

Interest income, net
​
3,137
​
0.1
​
6,774
​
0.1

Equity income from investments in unconsolidated affiliates
​
2,879
​
NM
​
1,197
​
NM

Income before taxes
​
480,756
​
8.2
​
524,490
​
9.8

Income tax expense
​
66,421
​
1.1
​
80,145
​
1.5

Net income including noncontrolling interests
​
414,335
​
7.0
​
444,345
​
8.3

Net income attributable to noncontrolling interests
​
8,781
​
0.1
​
10,753
​
0.2

Net income attributable to Texas Roadhouse, Inc. and subsidiaries
​
405,554
​
6.9
​
433,592
​
8.1

NM – Not meaningful

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​

​

​

​

​

​

​

​

Reconciliation of Income from Operations to Restaurant Margin

($ In thousands, except restaurant margin $ per store week)

​
​
Fiscal Year Ended

​
​
December 30, 2025
​
December 31, 2024

Income from operations
​
$
474,740
​
$
516,519

​
​
​
​
​
​
​

Less:
​
​
​
​
​
​

Royalties and franchise fees
​
​
30,841
​
​
31,479

​
​
​
​
​
​
​

Add:
​
​
​
​
​
​

Pre-opening
​
​
27,502
​
​
28,090

Depreciation and amortization
​
​
206,640
​
​
178,157

Impairment and closure, net
​
​
349
​
​
1,226

General and administrative
​
​
227,328
​
​
223,264

Restaurant margin
​
$
905,718
​
$
915,777

​
​
​
​
​
​
​

Restaurant margin $/store week
​
$
25,035
​
$
26,572

Restaurant margin (as a percentage of restaurant and other sales)
​
​
15.5%
​
​
17.1%

Restaurant Unit Activity
​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Total
​
Texas Roadhouse
​
Bubba's 33
  ​ ​ ​
Jaggers

Balance at December 31, 2024
 
784
​
721
​
49
 
14

Company openings
 
28
​
20
​
7
​
1

Franchise openings - Domestic
​
1
​
—
​
—
​
1

Franchise openings - International
 
3
​
3
​
—
​
—

Balance at December 30, 2025
 
816
​
744
​
56
 
16

​
​

​

​

​

​

​
 
December 30, 2025
 
December 31, 2024

Company - Texas Roadhouse
 
648
​
608

Company - Bubba's 33
 
56
​
49

Company - Jaggers
 
10
​
9

Total company
​
714
​
666

​
​
​
​
​

Franchise - Texas Roadhouse - Domestic
 
36
​
56

Franchise - Jaggers - Domestic
​
5
​
4

Franchise - Texas Roadhouse - International (1)
 
60
​
57

Franchise - Jaggers - International
​
1
​
1

Total franchise
​
102
​
118

​
​
​
​
​

Total
 
816
 
784

(1) Includes a U.S. territory.
​
​
​

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Restaurant and Other Sales
Restaurant and other sales increased 9.5% in 2025 compared to 2024. The following table summarizes certain key drivers and/or attributes of restaurant sales at company restaurants for the periods presented. Company restaurant count activity is shown in the restaurant unit activity table above.
​

​

​

​

​

​

​

​

​

​
​
2025
​
2024

Company Restaurants:
​
​
​
​
​
​
​
​

Increase in store weeks
​
​
5.0
%
​
​
7.5
%

Increase in average unit volume
​
​
3.8
%
​
​
7.8
%

Other
​
​
0.7
%
​
​
0.7
%

Total increase in restaurant and other sales
​
​
9.5
%
​
​
16.0
%

​
​
​
​
​
​
​
​
​

Store weeks
​
​
36,178
​
​
​
34,464
​

Comparable restaurant sales
​
​
4.9
%  
​
​
8.5
%  

​
​
​
​
​
​
​
​
​

Texas Roadhouse restaurants:
​
​
​
​
​
​
​
​

Store weeks
​
​
32,970
​
​
​
31,548
​

Comparable restaurant sales
​
​
5.0
%  
​
​
8.6
%  

Average unit volume (in thousands)
​
$
8,687
​
​
$
8,525
​

Average unit volume, 2024 adjusted (in thousands) (1)
​
$
8,687
​
​
$
8,342
​

​
​
​
​
​
​
​
​
​

Weekly sales by group:
​
​
​
​
​
​
​
​

Comparable restaurants (586 and 549 units)
​
$
168,472
​
​
$
160,365
​

Average unit volume restaurants (28 and 17 units) (2)
​
$
137,482
​
​
$
153,321
​

Restaurants less than six months old (34 and 42 units)
​
$
152,209
​
​
$
142,067
​

​
​
​
​
​
​
​
​
​

Bubba's 33 restaurants:
​
​
​
​
​
​
​
​

Store weeks
​
​
2,719
​
​
​
2,485
​

Comparable restaurant sales
​
​
2.8
%
​
​
5.5
%

Average unit volume (in thousands)
​
$
6,283
​
​
$
6,276
​

Average unit volume, 2024 adjusted (in thousands) (1)
​
$
6,283
​
​
$
6,151
​

​
​
​
​
​
​
​
​
​

Weekly sales by group:
​
​
​
​
​
​
​
​

Comparable restaurants (41 and 37 units)
​
$
121,605
​
​
$
120,354
​

Average unit volume restaurants (7 and 4 units) (2)
​
$
116,237
​
​
$
100,477
​

Restaurants less than six months old (8 and 8 units)
​
$
138,968
​
​
$
125,511
​

(1) For comparative purposes, 2024 was adjusted to include 52 weeks.
(2) Average unit volume restaurants include restaurants open a full six to 18 months before the beginning of the period measured, excluding sales from restaurants permanently closed during the period, if applicable.
​
The increase in restaurant sales for 2025 was primarily attributable to an increase in store weeks and an increase in comparable restaurant sales. The increase in store weeks was driven by new store openings and the acquisition of franchise restaurants. The increase in comparable restaurant sales was driven by an increase in guest traffic count along with an increase in our per person average check as shown in the table below.
​

​

​

​

​

​

​

​
​
2025
  ​ ​ ​
​
2024
  ​ ​ ​

Guest traffic counts
​
2.8
%
​
4.4
%

Per person average check
​
2.1
%
​
4.1
%

Comparable restaurant sales
​
4.9
%
​
8.5
%

​
To-go sales as a percentage of restaurant sales were 13.6% in 2025 compared to 12.8% in 2024 and average weekly to-go sales were $21,973 in 2025 compared to $19,940 in 2024.
Per person average check for 2025 includes the benefit of menu price increases of approximately 1.4% and 1.7% implemented in Q2 2025 and Q4 2025, respectively. We implemented menu price increases of approximately 2.2% and

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0.9% in Q2 2024 and Q4 2024, respectively. In addition, we plan to implement a menu price increase of approximately 1.9% in Q2 2026.
In 2025, we opened 28 company restaurants, which included 20 Texas Roadhouse restaurants, seven Bubba’s 33 restaurants, and one Jaggers restaurant. In 2025, we had store week growth of approximately 5.0% across all concepts, including a benefit from franchise acquisitions in 2025, offset by lapping the impact of the additional week in 2024.
In 2026, we expect store week growth of 5% to 6% across all concepts, including the impact of franchise acquisitions.
Royalties and Franchise Fees
Royalties and franchise fees decreased $0.6 million or 2.0% in 2025 compared to 2024. The decrease in 2025 was due to decreased royalties related to the franchise stores that were acquired, partially offset by increased royalties related to our royalty-based retail products that rolled out in 2024.
Food and Beverage Costs
Food and beverage costs, as a percentage of restaurant and other sales, increased to 35.0% in 2025 compared to 33.4% in 2024. The increase was primarily driven by commodity inflation of 6.1% in 2025, due to higher beef costs, and shifts within the menu, partially offset by the benefit of a higher guest check.
In 2026, we expect commodity inflation of approximately 7% for the year with prices locked for approximately 45% of our forecasted costs and the remainder subject to floating market prices.
Restaurant Labor Expenses
Restaurant labor expenses, as a percentage of restaurant and other sales, increased to 33.3% in 2025 compared to 33.1% in 2024. The increase was primarily driven by wage and other labor inflation of 3.7% in 2025, partially offset by the benefit of a higher guest check and labor productivity. Wage and other labor inflation was driven by higher wage and benefit expense due to labor market pressures along with increases in state-mandated minimum and tipped wage rates and increased investment in our people.
In 2026, we expect wage and other labor inflation of 3% to 4%.
Restaurant Rent Expense
Restaurant rent expense, as a percentage of restaurant and other sales, increased to 1.6% in 2025 compared to 1.5% in 2024. The increase was driven by higher rent expense at our recently acquired restaurants and newer restaurants, partially offset by the increase in average unit volume.
Restaurant Other Operating Expenses
Restaurant other operating expenses, as a percentage of restaurant and other sales, decreased to 14.6% in 2025 compared to 14.9% in 2024. The decrease was driven by lower incentive compensation expense, the increase in average unit volume, and lower general liability insurance expense of $2.7 million, partially offset by higher credit card fees and utilities expenses.
Restaurant Pre-opening Expenses
Pre-opening expenses were $27.5 million in 2025 compared to $28.1 million in 2024. Pre-opening costs will fluctuate from period to period based on the specific pre-opening costs incurred for each restaurant, the number and timing of restaurant openings, and the number and timing of restaurant managers hired.
Depreciation and Amortization Expenses
Depreciation and amortization expenses, as a percentage of revenue, increased to 3.5% in 2025 compared to 3.3% in 2024. The increase was driven by higher depreciation at our newer restaurants and intangible asset amortization expense related to the acquisition of franchise rights, partially offset by the increase in average unit volume.

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Impairment and Closure Costs, Net
Impairment and closure costs, net were $0.3 million and $1.2 million in 2025 and 2024, respectively. In 2025, impairment and closure costs, net related to restaurant relocations. In 2024, impairment and closure costs, net included $0.8 million related to the impairment of a building at a previously relocated store and $0.4 million related to ongoing closure costs for stores which have been relocated.
General and Administrative Expenses
General and administrative expenses, as a percentage of total revenue, decreased to 3.9% in 2025 compared to 4.2% in 2024. The decrease was driven by the increase in average unit volume, lower incentive compensation expense, and lower restricted stock expense due to lapping the impact of the shift in the timing of our restricted stock grants from quarterly to annually.
Interest Income, Net
Interest income, net was $3.1 million in 2025 compared to $6.8 million in 2024. The decrease was driven by decreased earnings on our cash and cash equivalents.
Equity Income from Investments in Unconsolidated Affiliates
Equity income was $2.9 million in 2025 compared to $1.2 million in 2024. The increase in 2025 was driven by a $2.2 million gain on the acquisition of six of these affiliates partially offset by decreased earnings from fewer affiliates.
Income Tax Expense
Our effective tax rate decreased to 13.8% in 2025 compared to 15.3% in 2024. The decrease was driven by an increase in the impact of the FICA tip tax credit.
In 2026, we expect an effective tax rate of 14% to 15% based on forecasted operating results.
Segment Information
We manage our restaurant and franchising operations by concept and as a result have identified Texas Roadhouse, Bubba’s 33, and Jaggers as separate operating segments. In addition, we have identified our retail initiatives as a separate operating segment. Finally, we have identified Texas Roadhouse and Bubba's 33 as reportable segments. The Texas Roadhouse reportable segment includes the results of our company and franchise Texas Roadhouse restaurants. The Bubba's 33 reportable segment includes the results of our company Bubba's 33 restaurants. Our remaining operating segments, which include the results of our company and franchise Jaggers restaurants and our retail initiatives, are included in Other. In addition, corporate-related assets, depreciation and amortization, and capital expenditures are also included in Other.
The chief operating decision maker ("CODM") uses restaurant margin as the primary measure for assessing performance of our segments. Restaurant margin (in dollars and as a percentage of restaurant and other sales) represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent, and other operating costs. Restaurant margin is used by our CODM to evaluate restaurant-level operating efficiency and performance, assist in the evaluation of operating trends over time, and in making capital allocation decisions. Capital allocation decisions include approving new store openings and the refurbishment, expansion, or relocation of existing restaurants. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section above.
The following table presents a summary of restaurant margin by segment (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​
Fiscal Year Ended

​
December 30, 2025
​
December 31, 2024

Texas Roadhouse
$
851,594
​
15.6
%
​
$
864,999
​
17.3
%

Bubba's 33
 
49,218
​
14.7
​
​
 
46,422
​
15.6
​

Other
 
4,906
​
13.5
​
​
 
4,356
​
13.8
​

Total
$
905,718
​
15.5
%
​
$
915,777
​
17.1
%

46

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​
In our Texas Roadhouse reportable segment, restaurant margin dollars decreased $13.4 million or 1.5% in 2025. The decrease was primarily due to higher food and beverage costs driven by commodity inflation and lapping the benefit of the additional week in the prior year, partially offset by higher sales.
In our Bubba’s 33 reportable segment, restaurant margin dollars increased $2.8 million or 6.0% in 2025. The increase was primarily due to higher sales partially offset by higher food and beverage costs driven by commodity inflation, an increase in general liability insurance expense, and lapping the benefit of the additional week in the prior year.
Liquidity and Capital Resources
The following table presents a summary of our net cash provided by (used in) operating, investing, and financing activities (in thousands):
​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
  ​ ​ ​
December 30, 2025
  ​ ​ ​
December 31, 2024

Net cash provided by operating activities
​
$
730,067
​
$
753,629

Net cash used in investing activities
​
 
(482,814)
​
 
(336,901)

Net cash used in financing activities
​
 
(357,769)
​
 
(275,749)

Net (decrease) increase in cash and cash equivalents
​
$
(110,516)
​
$
140,979

​
Net cash provided by operating activities was $730.1 million in 2025 compared to $753.6 million in 2024. The decrease was primarily due to a decrease in net income and an unfavorable change in working capital partially offset by an increase in depreciation and amortization expense.
Our operations have not required significant working capital and, like many restaurant companies, we have been able to operate with negative working capital, if necessary. Sales are primarily for cash, and restaurant operations do not require significant inventories or receivables. In addition, we receive trade credit for the purchase of food, beverages, and supplies, thereby reducing the need for incremental working capital to support growth.
Net cash used in investing activities was $482.8 million in 2025 compared to $336.9 million in 2024. The increase was primarily due to the acquisition of franchise stores in 2025 and an increase in capital expenditures. The increase in capital expenditures is due to an increase in restaurant relocations, restaurant refurbishments and expansions, and the purchase of our Support Center for approximately $22.8 million. These increases were partially offset by a decrease in the timing of new company restaurant spend.
We require capital principally for the development of new company restaurants, the refurbishment or relocation of existing restaurants, and the acquisition of franchise restaurants, as applicable. We either lease our restaurant site locations under operating leases for periods generally of five to 30 years (including renewal periods) or purchase the land when appropriate. As of December 30, 2025, 158 of the 714 company restaurants have been developed on land which we own.
The following table presents a summary of capital expenditures (in thousands):
​

​

​

​

​

​

​

​
​
​
Fiscal Year Ended

​
  ​ ​
December 30, 2025
​
December 31, 2024

New company restaurants
​
$
180,783
​
$
198,367

Refurbishment or expansion of existing restaurants
​
 
135,817
​
 
122,905

Relocation of existing restaurants
​
​
43,626
​
​
25,633

Capital expenditures related to Support Center office
​
​
27,770
​
​
7,436

Total capital expenditures
​
$
387,996
​
$
354,341

​
Our future capital requirements will primarily depend on the number and mix of new restaurants we open, the timing of those openings, the restaurant prototype developed in a given fiscal year, and potential franchise acquisitions. These requirements will include costs directly related to opening, maintaining, or relocating restaurants and may also include costs necessary to ensure that our infrastructure is able to support a larger restaurant base.

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We intend to satisfy our capital requirements over the next 12 months with cash on hand, net cash provided by operating activities, and as needed, funds available under our revolving credit facility. In 2026, we expect capital expenditures of approximately $400 million.
Net cash used in financing activities was $357.8 million in 2025 compared to $275.7 million in 2024. The increase is primarily due to an increase in share repurchases and an increase in quarterly dividends.
On February 19, 2025, our Board authorized the payment of a quarterly dividend of $0.68 per share of common stock compared to the quarterly dividend of $0.61 per share of common stock declared in 2024. The payments of quarterly dividends totaled $180.3 million and $162.9 million in 2025 and 2024, respectively. On February 18, 2026, our Board declared a quarterly cash dividend of $0.75 per share of common stock.
On February 19, 2025, our Board approved a stock repurchase program for the repurchase of up to $500.0 million of our common stock. This stock repurchase program has no expiration date and replaces the previous stock repurchase program which was approved in 2022.
In 2025, we paid $150.0 million, excluding excise taxes, to repurchase 869,007 shares of our common stock. In 2024, we paid $79.8 million, excluding excise taxes, to repurchase 461,662 shares of our common stock. As of December 30, 2025, $380.0 million remained under our authorized stock repurchase program.
On April 24, 2025, we entered into an agreement for a revolving credit facility with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. This credit facility superseded and replaced our previous credit facility.
The credit facility is an unsecured, revolving credit agreement and has a borrowing capacity of up to $450.0 million with the option to increase by an additional $250.0 million subject to certain limitations, including approval by the syndicate of lenders. The credit facility has a maturity date of April 24, 2030.
As of December 30, 2025, we had no outstanding borrowings under the credit facility and had $447.6 million of availability, net of $2.4 million of outstanding letters of credit. As of December 31, 2024, we had no outstanding borrowings under the previous credit facility and had $296.8  million of availability, net of $3.2 million of outstanding letters of credit.
The interest rate for the credit facility as of December 30, 2025 and December 31, 2024 was 4.81% and 5.47%, respectively.
The lenders’ obligation to extend credit pursuant to the credit facility depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio. The credit facility permits us to incur additional secured or unsecured indebtedness, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $125.0 million and 20% of our consolidated tangible net worth. We were in compliance with all financial covenants as of December 30, 2025.
​

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Contractual Obligations
The following table summarizes the amount of payments due under specified contractual obligations as of December 30, 2025 (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Payments Due by Period

​
​
​
​
​
Less than
​
​
​
​
​
​
​
More than

​
  ​ ​ ​
Total
  ​ ​ ​
1 year
  ​ ​ ​
1 - 3 Years
  ​ ​ ​
3 - 5 Years
  ​ ​ ​
5 years

Obligations under finance leases
​
​
2,741
​
​
34
​
​
78
​
​
97
​
​
2,532

Interest (1)
​
 
3,581
​
 
309
​
​
608
​
​
590
​
​
2,074

Real estate operating lease obligations
​
 
1,712,000
​
 
90,829
​
​
187,286
​
​
192,365
​
​
1,241,520

Capital obligations
​
 
234,221
​
 
234,221
​
 
—
​
 
—
​
 
—

Total contractual obligations (2)
​
$
1,952,543
​
$
325,393
​
$
187,972
​
$
193,052
​
$
1,246,126

(1) Includes interest on our financing leases and assumes a constant interest rate until maturity.
(2) Unrecognized tax benefits under Accounting Standards Codification 740, Income Taxes, are not significant and excluded from this amount.
​
We have no material minimum purchase commitments with our vendors that extend beyond a year. Refer to Notes 5, 8, and 13 to the consolidated financial statements for details of contractual obligations.
Guarantees
As of December 30, 2025 and December 31, 2024, we are contingently liable for $7.8 million for five lease guarantees and $9.4 million for seven lease guarantees, respectively. These amounts represent the maximum potential liability of future payments under the guarantees. In the event of default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover damages incurred. No material liabilities have been recorded as of December 30, 2025 or December 31, 2024, as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.
Critical Accounting Policies and Estimates
The above discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are described in Note 2 to the accompanying consolidated financial statements. Critical accounting policies are those that we believe are most important to portraying our financial condition and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments or uncertainties regarding the application of these policies may result in significantly different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.
Impairment of Long-lived Assets. We evaluate long- lived assets to be held and used in the business, such as property and equipment, operating lease right-of-use assets, and intangible assets subject to amortization, for impairment whenever events and circumstances indicate that the carrying amount of a restaurant may not be recoverable. For the purposes of this evaluation, we define the asset group at the individual restaurant level. When we evaluate the restaurants, cash flows are the primary indicator of impairment. Recoverability of assets to be held and used is measured by comparison of the carrying amount of the restaurant to estimated undiscounted future cash flows expected to be generated by the restaurant.
Under our policies, trailing 12-month cash flow results under a predetermined amount at the individual restaurant level signals a potential impairment. In our evaluation of restaurants that do not meet the cash flow threshold, we estimate future undiscounted cash flows from operating the restaurant over the remaining useful life of the primary asset, which is the building or the operating lease right-of-use asset. In the estimation of future cash flows, we consider the period of time the restaurant has been open, the trend of operations over such period, and future periods and expectations for future sales growth. We limit assumptions about important factors such as trend of future operations and sales growth to those that are supportable based upon our plans for the restaurant and actual results at comparable restaurants. Both qualitative and quantitative information are considered when evaluating for potential impairments. As we assess the

49

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ongoing expected cash flows and carrying amounts of our long-lived assets, these factors could cause us to realize a material impairment charge. Based on our reviews performed on the cash flows of our restaurants, the carrying amount associated with restaurants deemed at risk for impairment is not material to our consolidated financial statements.
If assets are determined to be impaired, we measure the impairment charge by calculating the amount by which the asset carrying amount exceeds its estimated fair value. The determination of asset fair value is also subject to significant judgment. We generally measure estimated fair value by discounting estimated future cash flows. When fair value is measured by discounting estimated future cash flows, the assumptions used are consistent with what we believe hypothetical market participants would use. We also use a discount rate that is commensurate with the risk inherent in the projected cash flows. If these assumptions change in the future, we may be required to record impairment charges for these assets.
In 2025, we recorded impairment and closure costs of $0.3 million related to restaurant relocations. Refer to Note 17 in the consolidated financial statements for further discussion regarding impairment and closure costs recorded in 2025, 2024, and 2023.
Goodwill. Goodwill is tested annually for impairment and is tested more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the fair value of the reporting unit, up to the amount of goodwill recorded. Goodwill is required to be tested for impairment at the reporting unit level, or the level of internal reporting that reflects the way in which an entity manages its businesses. A reporting unit is defined as an operating segment, or one level below an operating segment. Our reporting units are at the concept level. An entity may first assess qualitative factors in order to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The entity may also elect to bypass the qualitative assessment and determine the fair value of the reporting unit and compare it to its carrying amount. The fair value of the reporting unit may be based on several valuation approaches including capitalization of earnings, discounted cash flows, comparable public company market multiples, and comparable acquisition market multiples.
At December 30, 2025, our Texas Roadhouse reporting unit had goodwill of $242.2 million. No other reporting units had goodwill balances.
In performing the qualitative assessment, we reviewed factors such as macroeconomic conditions, industry and market considerations, cost factors, changes in management or key personnel, sustained decreases in share price, and the overall financial performance of the Company’s Texas Roadhouse reporting unit. As a result of the qualitative assessment, no indicators of impairment were identified, and no additional indicators of impairment were identified through the end of the fourth quarter that would require additional testing. Changes in circumstances existing at the measurement date or at other times in the future could result in an impairment loss.
Effects of Inflation
During recent years, we have operated during periods of inflation, led primarily by commodity inflation and wage and other labor inflation. Some of the impacts of inflation have been offset by menu price increases and other adjustments. Whether we are able and/or choose to continue to offset the effects of inflation will determine to what extent, if any, inflation affects our restaurant profitability in future periods.
​

50

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates on variable rate debt and changes in commodity prices. Our exposure to interest rate fluctuations is limited to our outstanding bank debt. The terms of the credit facility require us to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate ("SOFR"), plus a fixed adjustment of 0.10% and a variable adjustment of 1.00% to 1.75% depending on our consolidated net leverage ratio. As of December 30, 2025, we had no outstanding borrowings on our credit facility.
In an effort to secure high quality, low-cost ingredients used in the products sold in our restaurants, we employ various purchasing and pricing contract techniques. When purchasing certain types of commodities, we may be subject to prevailing market conditions resulting in unpredictable price volatility. For certain commodities, we may also enter into contracts for terms of one year or less that are either fixed price agreements or fixed volume agreements where the price is negotiated with reference to fluctuating market prices. We currently do not use financial instruments to hedge commodity prices, but we will continue to evaluate their effectiveness. Extreme and/or long-term increases in commodity prices could adversely affect our future results, especially if we are unable, primarily due to competitive reasons, to increase menu prices. Additionally, if there is a time lag between the increasing commodity prices and our ability to increase menu prices or if we believe the commodity price increase to be short in duration and we choose not to pass on the cost increases, our short-term financial results could be negatively affected.
We are subject to business risk as our beef supply is highly dependent upon four vendors that represent a significant portion of the total beef marketplace. If any of these vendors are unable to fulfill their obligations under their contracts, we could encounter supply shortages and/or incur higher costs to secure adequate supplies, either of which would harm our business.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
See Index to Consolidated Financial Statements at Item 15.
ITEM 9. CHANGES IN AND DISAGREEMENT S WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
​
​

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ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to, and as defined in, Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on the evaluation, performed under the supervision and with the participation of our management, including the Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO"), our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 30, 2025.
Changes in internal control
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 30, 2025 that materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Under Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements.
Under the supervision and with the participation of our management, including our CEO and CFO, we assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report. In this assessment, the Company applied criteria based on the "Internal Control—Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting. Based upon this evaluation, our management concluded that our internal control over financial reporting was effective as of December 30, 2025.
KPMG LLP, the independent registered public accounting firm that audited our Consolidated Financial Statements included in the Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 30, 2025 as stated in their report at F-3.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the 13 weeks ended December 30, 2025, no executive officer or director ado pted , modi fied , or termi nated a Rule 10b5-1 or a non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
​
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.

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PART III
ITEM 10. DIRECTORS, EXECUTIV E OFFICERS AND CORPORATE GOVERNANCE
Information regarding our directors is incorporated herein by reference to the information set forth under "Election of Directors" in our Definitive Proxy Statement to be dated on or about April 10, 2026.
Information regarding our executive officers has been included in Part I of this Annual Report under the caption "Executive Officers of the Company."
Information regarding our corporate governance is incorporated herein by reference to the information set forth in our Definitive Proxy Statement to be dated on or about April 10, 2026.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 10, 2026.
ITEM 12. SECURITY OWNERSHI P OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 10, 2026.
Equity Compensation Plan Information
As of December 30, 2025, shares of common stock authorized for issuance under our equity compensation plans are summarized in the following table. Refer to Note 14 to the Consolidated Financial Statements for a description of the plans.
​

​

​

​

​

​
  ​ ​ ​
Shares to Be
  ​ ​ ​
Shares

​
​
Issued Upon
​
Available for

Plan Category
​
Vest Date (1)
​
Future Grants

Plans approved by shareholders
 
429,115
​
5,998,655

Plans not approved by shareholders
 
—
​
—

Total
 
429,115
​
5,998,655

(1) Total number of shares consist of 345,415 restricted stock units and 83,700 performance stock units. Shares in this column are excluded from the Shares Available for Future Grants column.

ITEM 13. CERTAIN RELATIONSHIP S AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 10, 2026.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 10, 2026.
​

53

Table of Contents

PART IV
ITEM 15. EXHIBITS AND FINANCIA L STATEMENT SCHEDULES
1.
Consolidated Financial Statements

​

Description
​
Page Number
in Report

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
​
F-1

Consolidated Balance Sheets as of December 30, 2025 and December 31, 2024
​
F-4

Consolidated Statements of Income for the years ended December 30, 2025, December 31, 2024, and December 26, 2023
​
F-5

Consolidated Statements of Stockholders’ Equity for the years ended December 30, 2025, December 31, 2024, and December 26, 2023
​
F-6

Consolidated Statements of Cash Flows for the years ended December 30, 2025, December 31, 2024, and December 26, 2023
​
F-7

Notes to Consolidated Financial Statements
​
F-8

2.
Financial Statement Schedules

Omitted due to inapplicability or because required information is shown in our Consolidated Financial Statements or Notes thereto.
3.
Exhibits

​

Exhibit
No.
​
Description

3.1
​
Restated Certificate of Incorporation for Texas Roadhouse, Inc. dated as of May 16, 2024 (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K May 16, 2024)

3.2
​
Amended and Restated Bylaws for Texas Roadhouse, Inc. dated as of February 19, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 19, 2025)

4.1
​
Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

10.1*
​
Form of Indemnification Agreement for Director and Executive Officer (incorporated by reference to Exhibit 10.1 of Registrant’s Annual Report on Form 10-K for the year ended December 28, 2021)

10.2
​
Form of Limited Partnership Agreement and Operating Agreement for certain company-managed Texas Roadhouse restaurants, including schedule of the owners of such restaurants and the aggregate interests held by directors, executive officers and 5% stockholders who are parties to such an agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 of Registrant)

10.3
​
Form of Franchise Agreement and Preliminary Agreement for a Texas Roadhouse restaurant franchise, including schedule of directors, executive officers and 5% stockholders which have entered into either agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 of Registrant)

10.4
​
Schedule of the owners of company-managed Texas Roadhouse restaurants and the aggregate interests held by directors, executive officers and 5% stockholders who are parties to Limited Partnership Agreements and Operating Agreements as of December 30, 2025 the form of which is set forth in Exhibit 10.2 of this Form 10-K

10.5
​
Schedule of the directors, executive officers and 5% stockholders which have entered into Franchise Agreements or Preliminary Agreements for a Texas Roadhouse Franchise as of December 30, 2025 the form of which is set forth in Exhibit 10.3 of this Form 10-K

10.6*
​
Texas Roadhouse, Inc. 2013 Long-Term Incentive Plan (incorporated by reference from Appendix A to the Texas Roadhouse, Inc. Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2013)

10.7*
​
Amended and Restated Form of Restricted Stock Unit Award Agreement under the Texas Roadhouse, Inc. 2013 Long-Term Incentive Plan for non-officers (incorporated by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014)

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Table of Contents

​

Exhibit
No.
​
Description

10.8*
​
Second Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., as amended December 19, 2007 and December 31, 2008 (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014)

10.9*
​
Third Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., effective January 1, 2010 (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014)

10.10*
​
Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan (incorporated by reference from Appendix A to the Texas Roadhouse, Inc. Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2021)

10.11*
​
Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021)

10.12*
​
Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Officers) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021)

10.13*
​
Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Member of Board of Directors) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021)

10.14*
​
Employment Agreement between Texas Roadhouse Management Corp. and Christopher C. Colson dated December 27, 2024 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

10.15*
​
Employment Agreement between Texas Roadhouse Management Corp. and Travis C. Doster dated December 27, 2024 (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

10.16*
​
Employment Agreement between Texas Roadhouse Management Corp. and David Christopher Monroe dated December 27, 2024 (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

10.17*
​
Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan dated December 27, 2024 (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

10.18*
​
Employment Agreement between Texas Roadhouse Management Corp. and Hernan E. Mujica dated December 27, 2024 (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

10.19*
​
Employment Agreement between Texas Roadhouse Management Corp. and Regina A. Tobin dated December 27, 2024 (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

10.20*
​
First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 14, 2025)

10.21*
​
First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Christopher C. Colson (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated August 14, 2025)

10.22*
​
Executive Employment Agreement between Texas Roadhouse Management Corp. and Lloyd Paul Marshall (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated August 14, 2025)

10.23*
​
Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Non-Officers) (incorporated by reference to Exhibit 10.2 to Registrant’s of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 26, 2023)

10.24
​
Credit Agreement, dated as of April 24, 2025 by and among Texas Roadhouse, Inc., and the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 24, 2025)

10.25*
​
Separation Agreement and Release of Claims dated June 9, 2025 by and between David Christopher Monroe and Texas Roadhouse Management Corp. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 9, 2025)

55

Table of Contents

​

Exhibit
No.
​
Description

10.26*
​
Executive Employment Agreement between Texas Roadhouse Management Corp. and Michael Lenihan dated December 1, 2025 and having an effective date of December 3, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 1, 2025)

10.27*
​
Employment Agreement between Texas Roadhouse Management Corp. and Keith Humpich dated December 1, 2025 and having an effective date of December 3, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated December 1, 2025)

19.1
​
Texas Roadhouse, Inc. Stock Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

21.1
​
List of Subsidiaries

23.1
​
Consent of KPMG LLP, Independent Registered Public Accounting Firm

31.1
​
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2
​
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3
​
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
​
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97*
​
Texas Roadhouse, Inc. Policy for Recovery of Incentive Compensation for Executive Officers dated November 9, 2023 (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

101
​
The following financial statements from the Texas Roadhouse, Inc. Annual Report on Form 10-K for the year ended December 30, 2025, filed February 27, 2026, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.

104
​
Cover page, formatted in iXBRL and contained in Exhibit 101.

*
Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K.

56

Table of Contents

ITEM 16. FORM 10-K SUMMARY
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
​
TEXAS ROADHOUSE, INC.

​
​

​
By:
/s/ Gerald L. Morgan

​
​
Chief Executive Officer, Executive Vice Chairman

​
Date: February 27, 2026

​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date

/s/ Gerald L. Morgan
Chief Executive Officer, Executive Vice Chairman
February 27, 2026

Gerald L. Morgan
(Principal Executive Officer)

/s/ Michael S. Lenihan
Chief Financial Officer
February 27, 2026

Michael S. Lenihan
(Principal Financial Officer)

/s/ Keith V. Humpich
Chief Accounting and Financial Services Officer
February 27, 2026

Keith V. Humpich
(Principal Accounting Officer)

/s/ Gregory N. Moore
Chairman of the Board
February 27, 2026

Gregory N. Moore

/s/ Jane Grote Abell
​
Director
​
February 27, 2026

Jane Grote Abell
​
​
​
​

/s/ Hugh J. Carroll
​
Director
​
February 27, 2026

Hugh J. Carroll
​
​
​
​

/s/ Michael A. Crawford
Director
February 27, 2026

Michael A. Crawford

/s/ Donna E. Epps
Director
February 27, 2026

Donna E. Epps

/s/ Wayne L. Jones
Director
February 27, 2026

Wayne L. Jones

/s/ Curtis A. Warfield
Director
February 27, 2026

Curtis A. Warfield

​
​
​
​
​

​
​

57

Table of Contents

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Texas Roadhouse, Inc.:
​
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Texas Roadhouse, Inc. and subsidiaries (the Company) as of December 30, 2025 and December 31, 2024, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 30, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 30, 2025, in conformity with U.S. generally accepted accounting principles.
​
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
​
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Potential indicators of impairment of long-lived assets
As discussed in Note 2 to the consolidated financial statements, the Company assesses long-lived assets, primarily related to restaurants held and used in the business for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a restaurant, or an asset group, may not be recoverable. Trailing 12-month cash flow results under predetermined amounts at the individual restaurant level are the Company’s primary indicator that the carrying amount of a restaurant may not be recoverable. Property and equipment, net of accumulated depreciation, and the operating lease right-of-use assets, net as of December 30, 2025 were $1,803.8 million and $879.5 million, respectively
We identified the assessment of the Company’s determination of potential indicators of impairment of long-lived assets as a critical audit matter. Subjective auditor judgement was required to evaluate the events or circumstances

F-1

Table of Contents

indicating the carrying amount of a restaurant may not be recoverable, including the determination of the cash flow thresholds and the utilization of trailing 12-month cash flow results to identify a potential impairment trigger.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s long-lived asset impairment process, including controls relating to determination and identification of potential indicators of impairment. We evaluated the Company’s methodology of using trailing 12-month cash flow results under predetermined thresholds at the individual restaurant level as a potential indicator of impairment. Specifically, we evaluated the Company’s assessment of the factors considered, including the cash flow results at the individual restaurant level and the cash flow thresholds used in the Company’s analysis. We tested that those restaurants with trailing 12-month cash flows were evaluated for potential impairment triggers, and we compared the trailing 12-month cash flow results used in the Company’s analysis to historical financial data. We also assessed other events and circumstances that could have been indicative of a potential impairment trigger by reviewing management’s development reports and related meeting minutes and the board of directors meeting minutes.
/s/ KPMG LLP
We have served as the Company’s auditor since 1998.
Louisville, Kentucky
February 27, 2026
​
​

F-2

Table of Contents

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Texas Roadhouse, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Texas Roadhouse, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
​
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 30, 2025 and December 31, 2024, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2026 expressed an unqualified opinion on those consolidated financial statements .
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
​
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion .
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
​
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate .
/s/ KPMG LLP
Louisville, Kentucky
February 27, 2026
​

F-3

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries
Consolidated Balance Sheet s
(in thousands, except share and per share data)
​

​

​

​

​

​

​

​
  ​ ​ ​
December 30, 2025
​
December 31, 2024

Assets
​
​
​
​
​
​

Current assets:
​
​
​
​
​
​

Cash and cash equivalents
​
$
134,709
​
$
245,225

Receivables, net of allowance for doubtful accounts of $ 12 at December 30, 2025 and $ 7 at December 31, 2024
​
 
214,511
​
 
193,170

Inventories, net
​
 
45,560
​
 
40,756

Prepaid income taxes
​
 
13,774
​
 
—

Prepaid expenses and other current assets
​
 
42,922
​
 
37,417

Total current assets
​
 
451,476
​
 
516,568

Property and equipment, net of accumulated depreciation of $ 1,379,207 at December 30, 2025 and $ 1,223,064 at December 31, 2024
​
 
1,803,841
​
 
1,617,673

Operating lease right-of-use assets, net
​
​
879,521
​
​
769,865

Goodwill
​
 
242,220
​
 
169,684

Intangible assets, net of accumulated amortization of $ 29,611 at December 30, 2025 and $ 23,147 at December 31, 2024
​
 
17,742
​
 
1,265

Other assets
​
 
154,672
​
 
115,724

Total assets
​
$
3,549,472
​
$
3,190,779

Liabilities and Stockholders’ Equity
​
​
​
​
​
​

Current liabilities:
​
​
​
​
​
​

Current portion of operating lease liabilities
​
$
30,953
​
$
28,172

Accounts payable
​
​
163,421
​
​
144,791

Deferred revenue-gift cards
​
 
448,744
​
 
401,198

Accrued wages
​
 
97,380
​
 
101,981

Income taxes payable
​
​
123
​
​
2,986

Accrued taxes and licenses
​
 
53,421
​
 
56,824

Other accrued liabilities
​
 
114,795
​
 
92,178

Total current liabilities
​
 
908,837
​
 
828,130

Operating lease liabilities, net of current portion
​
​
943,070
​
​
826,300

Restricted stock and other deposits
​
 
9,525
​
 
9,288

Deferred tax liabilities, net
​
 
14,682
​
 
8,184

Other liabilities
​
 
191,656
​
 
145,154

Total liabilities
​
 
2,067,770
​
 
1,817,056

Texas Roadhouse, Inc. and subsidiaries stockholders’ equity:
​
​
​
​
​
​

Preferred stock ($ 0.001 par value, 1,000,000 shares authorized; no shares issued or outstanding)
​
 
—
​
 
—

Common stock ( $ 0.001 par value, 100,000,000 shares authorized, 65,943,730 and 66,574,626 shares  issued and outstanding at December 30, 2025 and December 31, 2024, respectively)
​
 
66
​
 
67

Retained earnings
​
 
1,460,754
​
 
1,358,280

Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity
​
 
1,460,820
​
 
1,358,347

Noncontrolling interests
​
 
20,882
​
 
15,376

Total equity
​
 
1,481,702
​
 
1,373,723

Total liabilities and equity
​
$
3,549,472
​
$
3,190,779

​
See accompanying Notes to Consolidated Financial Statements.
​

F-4

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands, except per share data)
​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
Fiscal Year Ended
​

​
​
​
December 30,
  ​ ​ ​
December 31,
  ​ ​ ​
December 26,
 

​
  ​ ​ ​
 
2025
​
2024
​
2023
 

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Restaurant and other sales
​
​
$
5,847,234
​
$
5,341,853
​
$
4,604,554
​

Royalties and franchise fees
​
​
​
30,841
​
​
31,479
​
​
27,118
​

Total revenue
​
​
 
5,878,075
​
 
5,373,332
​
 
4,631,672
​

Costs and expenses:
​
​
​
​
​
​
​
​
​
​
​

Restaurant operating costs (excluding depreciation and amortization shown separately below):
​
​
​
​
​
​
​
​
​
​
​

Food and beverage
​
​
 
2,049,687
​
 
1,785,119
​
 
1,593,852
​

Labor
​
​
 
1,944,416
​
 
1,764,740
​
 
1,539,124
​

Rent
​
​
 
92,321
​
 
80,560
​
 
72,766
​

Other operating
​
​
 
855,092
​
 
795,657
​
 
690,848
​

Pre-opening
​
​
 
27,502
​
 
28,090
​
 
29,234
​

Depreciation and amortization
​
​
 
206,640
​
 
178,157
​
 
153,202
​

Impairment and closure, net
​
​
 
349
​
 
1,226
​
 
275
​

General and administrative
​
​
 
227,328
​
 
223,264
​
 
198,382
​

Total costs and expenses
​
​
 
5,403,335
​
 
4,856,813
​
 
4,277,683
​

Income from operations
​
​
 
474,740
​
 
516,519
​
 
353,989
​

Interest income, net
​
​
 
3,137
​
 
6,774
​
 
2,984
​

Equity income from investments in unconsolidated affiliates
​
​
 
2,879
​
 
1,197
​
 
1,351
​

Income before taxes
​
​
​
480,756
​
​
524,490
​
​
358,324
​

Income tax expense
​
​
 
66,421
​
 
80,145
​
 
44,649
​

Net income including noncontrolling interests
​
​
​
414,335
​
​
444,345
​
​
313,675
​

Less: Net income attributable to noncontrolling interests
​
​
 
8,781
​
 
10,753
​
 
8,799
​

Net income attributable to Texas Roadhouse, Inc. and subsidiaries
​
​
$
405,554
​
$
433,592
​
$
304,876
​

​
​
​
​
​
​
​
​
​
​
​
​

Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries:
​
​
​
​
​
​
​
​
​
​
​

Basic
​
​
$
6.11
​
$
6.50
​
$
4.56
​

Diluted
​
​
$
6.10
​
$
6.47
​
$
4.54
​

Weighted average shares outstanding:
​
​
​
​
​
​
​
​
​
​
​

Basic
​
​
 
66,324
​
 
66,752
​
 
66,893
​

Diluted
​
​
 
66,511
​
 
67,011
​
 
67,149
​

Cash dividends declared per share
​
​
$
2.72
​
$
2.44
​
$
2.20
​

​
See accompanying Notes to Consolidated Financial Statements.
​

F-5

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equit y
(tabular amounts in thousands, except share data)
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
​
  ​ ​ ​
​
​
  ​ ​ ​
​
​
  ​ ​ ​
​
​
  ​ ​ ​
Total Texas
  ​ ​ ​
​
​
  ​ ​ ​
​
​

​
​
​
​
​
​
​
Additional
​
​
​
​
Roadhouse, Inc.
​
​
​
​
​
​

​
​
​
​
Par
​
Paid-in-
​
Retained
​
and
​
Noncontrolling
​
​
​

​
​
Shares
​
Value
​
Capital
​
Earnings
​
Subsidiaries
​
Interests
​
Total

Balance, December 27, 2022
 
66,973,311
​
$
67
​
$
13,139
​
$
999,432
​
$
1,012,638
​
$
15,024
​
$
1,027,662

Net income
 
—
​
 
—
​
 
—
​
 
304,876
​
 
304,876
​
 
8,799
​
 
313,675

Distributions to noncontrolling interest holders
 
—
​
 
—
​
 
—
​
 
—
​
 
—
​
 
( 7,974 )
​
 
( 7,974 )

Dividends declared ($ 2.20 per share)
 
—
​
 
—
​
 
—
​
 
( 147,182 )
​
 
( 147,182 )
​
 
—
​
 
( 147,182 )

Shares issued under share-based compensation plans including tax effects
 
391,793
​
 
—
​
 
—
​
 
—
​
 
—
​
 
—
​
 
—

Indirect repurchase of shares for minimum tax withholdings
 
( 120,614 )
​
 
—
​
 
( 12,688 )
​
 
—
​
 
( 12,688 )
​
 
—
​
 
( 12,688 )

Repurchase of shares of common stock, including excise taxes
​
( 455,026 )
​
​
—
​
​
( 34,681 )
​
​
( 15,531 )
​
​
( 50,212 )
​
​
—
​
​
( 50,212 )

Share-based compensation
 
—
​
 
—
​
 
34,230
​
 
—
​
 
34,230
​
 
—
​
 
34,230

Balance, December 26, 2023
 
66,789,464
​
$
67
​
$
—
​
$
1,141,595
​
$
1,141,662
​
$
15,849
​
$
1,157,511

Net income
 
—
​
 
—
​
 
—
​
 
433,592
​
 
433,592
​
 
10,753
​
 
444,345

Distributions to noncontrolling interest holders
 
—
​
 
—
​
 
—
​
 
—
​
 
—
​
 
( 10,361 )
​
 
( 10,361 )

Acquisition of noncontrolling interest, net of deferred taxes
​
—
​
​
—
​
​
( 3,297 )
​
​
—
​
​
( 3,297 )
​
​
( 865 )
​
​
( 4,162 )

Dividends declared ($ 2.44 per share)
 
—
​
 
—
​
 
—
​
 
( 162,864 )
​
 
( 162,864 )
​
 
—
​
 
( 162,864 )

Shares issued under share-based compensation plans including tax effects
 
358,077
​
 
—
​
 
—
​
 
—
​
 
—
​
 
—
​
 
—

Indirect repurchase of shares for minimum tax withholdings
 
( 111,253 )
​
 
—
​
 
( 17,608 )
​
 
—
​
 
( 17,608 )
​
 
—
​
 
( 17,608 )

Repurchase of shares of common stock, including excise taxes
​
( 461,662 )
​
​
—
​
​
( 26,150 )
​
​
( 54,043 )
​
​
( 80,193 )
​
​
—
​
​
( 80,193 )

Share-based compensation
 
—
​
 
—
​
 
47,055
​
 
—
​
 
47,055
​
 
—
​
 
47,055

Balance, December 31, 2024
​
66,574,626
​
$
67
​
$
—
​
$
1,358,280
​
$
1,358,347
​
$
15,376
​
$
1,373,723

Net income
 
—
​
 
—
​
 
—
​
 
405,554
​
 
405,554
​
 
8,781
​
 
414,335

Noncontrolling interests in acquiree
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
3,245
​
​
3,245

Distributions to noncontrolling interest holders
 
—
​
 
—
​
 
—
​
 
—
​
 
—
​
 
( 8,817 )
​
 
( 8,817 )

Contribution from noncontrolling interest
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
2,297
​
​
2,297

Dividends declared ($ 2.72 per share)
 
—
​
 
—
​
 
—
​
 
( 180,262 )
​
 
( 180,262 )
​
 
—
​
 
( 180,262 )

Shares issued under share-based compensation plans including tax effects
 
346,460
​
 
—
​
 
—
​
 
—
​
 
—
​
 
—
​
 
—

Indirect repurchase of shares for minimum tax withholdings
 
( 108,349 )
​
 
—
​
 
( 19,484 )
​
 
—
​
 
( 19,484 )
​
 
—
​
 
( 19,484 )

Repurchase of shares of common stock, including excise taxes
​
( 869,007 )
​
​
( 1 )
​
​
( 28,281 )
​
​
( 122,818 )
​
​
( 151,100 )
​
​
—
​
​
( 151,100 )

Share-based compensation
 
—
​
 
—
​
 
47,765
​
 
—
​
 
47,765
​
 
—
​
 
47,765

Balance, December 30, 2025
 
65,943,730
​
$
66
​
$
—
​
$
1,460,754
​
$
1,460,820
​
$
20,882
​
$
1,481,702

​
See accompanying Notes to Consolidated Financial Statements.
​

F-6

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries
Consolidated Statements of Cash Flow s
(in thousands)
​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
Fiscal Year Ended
​

​
​
​
December 30,
  ​ ​ ​
December 31,
  ​ ​ ​
December 26,
 

​
  ​ ​ ​
​
2025
​
2024
​
2023
 

Cash flows from operating activities:
​
​
​
​
​
​
​
​
​
​
​

Net income including noncontrolling interests
​
​
$
414,335
​
$
444,345
​
$
313,675
​

Adjustments to reconcile net income to net cash provided by operating activities:
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
​
 
206,640
​
 
178,157
​
 
153,202
​

Deferred income taxes
​
​
 
7,025
​
 
( 13,803 )
​
 
3,115
​

Loss on disposition of assets
​
​
 
4,809
​
 
3,572
​
 
3,783
​

Impairment and closure costs
​
​
 
120
​
 
845
​
 
200
​

Equity income from investments in unconsolidated affiliates
​
​
 
( 2,879 )
​
 
( 1,197 )
​
 
( 1,351 )
​

Distributions of income received from investments in unconsolidated affiliates
​
​
 
865
​
 
1,133
​
 
689
​

Provision for doubtful accounts
​
​
 
5
​
 
( 28 )
​
 
( 14 )
​

Share-based compensation expense
​
​
 
47,765
​
 
47,055
​
 
34,230
​

Changes in operating working capital, net of acquisitions:
​
​
​
​
​
​
​
​
​
​
​

Receivables
​
​
 
( 21,306 )
​
 
( 17,668 )
​
 
( 24,420 )
​

Inventories
​
​
 
( 3,646 )
​
 
( 2,436 )
​
 
105
​

Prepaid expenses and other current assets
​
​
 
( 4,634 )
​
 
( 2,245 )
​
 
( 5,612 )
​

Other assets
​
​
 
( 32,358 )
​
 
( 20,097 )
​
 
( 22,617 )
​

Accounts payable
​
​
 
18,962
​
 
13,142
​
 
23,083
​

Deferred revenue—gift cards
​
​
 
45,420
​
 
27,285
​
 
37,347
​

Accrued wages
​
​
 
( 4,724 )
​
 
33,919
​
 
13,518
​

Prepaid income taxes and income taxes payable
​
​
 
( 16,637 )
​
 
6,136
​
 
1,514
​

Accrued taxes and licenses
​
​
 
( 4,276 )
​
 
14,393
​
 
6,581
​

Other accrued liabilities
​
​
 
18,743
​
 
2,842
​
 
( 3,460 )
​

Operating lease right-of-use assets and lease liabilities
​
​
 
9,337
​
 
8,085
​
 
6,313
​

Other liabilities
​
​
 
46,501
​
 
30,194
​
 
25,103
​

Net cash provided by operating activities
​
​
 
730,067
​
 
753,629
​
 
564,984
​

Cash flows from investing activities:
​
​
​
​
​
​
​
​
​
​
​

Capital expenditures—property and equipment
​
​
 
( 387,996 )
​
 
( 354,341 )
​
 
( 347,034 )
​

Acquisitions of franchise restaurants, net of cash acquired
​
​
​
( 107,528 )
​
​
—
​
​
( 39,153 )
​

Acquisitions of franchise rights
​
​
​
( 6,000 )
​
​
—
​
​
—
​

Purchases of debt securities
​
​
​
( 4,175 )
​
​
—
​
​
—
​

Proceeds from sale of investments in unconsolidated affiliates
​
​
​
2,548
​
​
—
​
​
627
​

Proceeds from sale of property and equipment
​
​
 
1,200
​
 
1,441
​
 
2,110
​

Proceeds from sale leaseback transactions
​
​
​
19,137
​
​
15,999
​
​
16,283
​

Net cash used in investing activities
​
​
 
( 482,814 )
​
 
( 336,901 )
​
 
( 367,167 )
​

Cash flows from financing activities:
​
​
​
​
​
​
​
​
​
​
​

Payments on revolving credit facility
​
​
​
—
​
​
—
​
​
( 50,000 )
​

Debt issuance costs
​
​
​
( 1,525 )
​
​
—
​
​
—
​

Proceeds from noncontrolling interest contribution
​
​
​
2,297
​
​
—
​
​
—
​

Distributions to noncontrolling interest holders
​
​
 
( 8,817 )
​
 
( 10,361 )
​
 
( 7,974 )
​

Acquisitions of noncontrolling interests
​
​
​
—
​
​
( 5,279 )
​
​
—
​

Proceeds from restricted stock and other deposits, net
​
​
 
459
​
 
366
​
 
405
​

Indirect repurchase of shares for minimum tax withholdings
​
​
 
( 19,484 )
​
 
( 17,608 )
​
 
( 12,688 )
​

Repurchase of shares of common stock, including excise taxes as applicable
​
​
​
( 150,437 )
​
​
( 80,003 )
​
​
( 49,993 )
​

Dividends paid to shareholders
​
​
 
( 180,262 )
​
 
( 162,864 )
​
 
( 147,182 )
​

Net cash used in financing activities
​
​
 
( 357,769 )
​
 
( 275,749 )
​
 
( 267,432 )
​

Net (decrease) increase in cash and cash equivalents
​
​
 
( 110,516 )
​
 
140,979
​
 
( 69,615 )
​

Cash and cash equivalents—beginning of period
​
​
 
245,225
​
 
104,246
​
 
173,861
​

Cash and cash equivalents—end of period
​
​
$
134,709
​
$
245,225
​
$
104,246
​

Supplemental disclosures of cash flow information:
​
​
​
​
​
​
​
​
​
​
​

Interest paid
​
​
$
981
​
$
891
​
$
1,119
​

Income taxes paid
​
​
$
75,094
​
$
87,333
​
$
39,861
​

Capital expenditures included in current liabilities
​
​
$
35,965
​
$
34,509
​
$
47,550
​

​
See accompanying Notes to Consolidated Financial Statements.
​

F-7

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

(1) Description of Business
Texas Roadhouse, Inc. and subsidiaries in which we have a controlling interest (collectively, the "Company," "we," "our," and/or "us"), is a growing restaurant company operating predominantly in the casual dining segment. Our late founder, W. Kent Taylor, started the business in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana.
The Company maintains three restaurant concepts operating as Texas Roadhouse, Bubba’s 33, and Jaggers. As of December 30, 2025, we owned and operated 714 restaurants and franchised an additional 102  restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 102 franchise restaurants, there were 41 domestic and 61 international restaurants, including two in a U.S. territory. As of December 31, 2024, we owned and operated 666 restaurants and franchised an additional 118 restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 118 franchise restaurants, there were 60 domestic and 58 international restaurants, including one in a U.S. territory.
(2) Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements present the financial position, results of operations, and cash flows of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.
As of December 30, 2025 and December 31, 2024, we owned a majority interest in 20 and 19 company restaurants, respectively. The operating results of these majority-owned restaurants are consolidated and the portion of income attributable to noncontrolling interests is recorded in the line item net income attributable to noncontrolling interests in our consolidated statements of income.
As of December 30, 2025 and December 31, 2024, we owned a 5.0 % to 10.0 % equity interest in 14 and 20 domestic franchise restaurants, respectively. These unconsolidated restaurants are accounted for using the equity method. Our investments in these unconsolidated affiliates are included in other assets in our consolidated balance sheets, and our percentage share of net income earned by these unconsolidated affiliates is recorded in the line item equity income from investments in unconsolidated affiliates in our consolidated statements of income.
Fiscal Year
We utilize a 52 or 53 week accounting period that typically ends on the last Tuesday in December. We utilize a 13  week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14  weeks. Fiscal years 2025 and 2023 were 52 weeks in length and fiscal year 2024 was 53 weeks in length. In fiscal year 2024, the additional week increased restaurant and other sales by $ 114.7  million and increased net income by approximately 5 % in our consolidated statements of income.
Use of Estimates
We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reporting of revenue and expenses during the period to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). Significant items subject to such estimates and assumptions include the valuation of property and equipment, intangible assets, goodwill, lease liabilities and right-of-use assets, obligations related to insurance reserves, legal reserves, income taxes, and gift card breakage and fees. Actual results could differ from those estimates.

F-8

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

Segment Reporting
Operating segments are defined as components of a company that engage in business activities from which it may earn revenue and incur expenses, and for which separate financial information is available and is regularly reviewed by the chief operating decision maker ("CODM") to assess the performance of the individual segments and make decisions about resources to be allocated to the segments. The Company’s operating segments have been identified in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") ASC 280, Segment Reporting .
We have identified Texas Roadhouse, Bubba’s 33, Jaggers, and our retail initiatives as separate operating segments. In addition, we have identified Texas Roadhouse and Bubba’s 33 as reportable segments. For further discussion of segment reporting, refer to Note 19.
Cash and Cash Equivalents
We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents also include receivables from credit card companies as these balances are highly liquid in nature and are settled within two to three business days. These amounted to $ 50.9 million and $ 49.4  million at December 30, 2025 and December 31, 2024, respectively.
Receivables
Receivables consist principally of amounts due from retail gift card providers, vendor rebates, certain franchise restaurants for reimbursement of labor costs, pre-opening, and other expenses, and franchise restaurants for royalties and advertising fees.
Receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical collection experience, adjusted for current and forecasted economic conditions and other factors such as credit risk or industry trends, and the age of receivables. We review our allowance for doubtful accounts quarterly. Past due balances over 120 days are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Inventories
Inventories, consisting principally of food, beverages, and supplies, are valued at the lower of cost (first-in, first-out) or net realizable value.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Depreciation is computed on property and equipment, including assets located on leased properties, over the shorter of the estimated useful lives of the related assets or the underlying lease term using the straight- line method. In most cases, assets on leased properties are depreciated over a period of time which includes both the initial term of the lease and one or more option periods.

F-9

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

The estimated useful lives are:
​
​

​

​

Land improvements
  ​ ​ ​
10 - 25 years

Buildings and leasehold improvements
 
10 - 25 years

Furniture, fixtures and equipment
 
3 - 10 years

​
The cost of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived assets and included in property and equipment, net.
Cloud Computing Arrangements
The Company capitalizes cloud computing implementation costs and amortizes these costs on a straight-line basis over the term of the related service agreement, including renewal periods that are reasonably certain to be exercised. Capitalized cloud computing implementation costs were $ 2.6 million and $ 5.9 million, net of accumulated amortization, as of December 30, 2025 and December 31, 2024, respectively. These costs are included in prepaid expenses and other current assets and other assets in our consolidated balance sheets. Related amortization expense was $ 1.7 million, $ 3.9 million, and $ 1.4  million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively, and is included in general and administrative expenses in our consolidated statements of income .
Leases
We recognize operating lease right-of-use assets and operating lease liabilities for real estate leases, including our restaurant leases, as well as certain restaurant equipment leases based on the present value of the lease payments over the lease term. At lease inception, we include option periods that we are reasonably certain to exercise in the lease term. To determine if an option is reasonably certain to be exercised, we analyze the economic penalties that would be imposed from a failure to renew a lease, including the loss of our investment in leasehold improvements or the loss of future cash flows. We estimate the present value of lease payments based on our incremental borrowing rate which considers our estimated credit rating for a secured or collateralized instrument and corresponds to the underlying lease term. In addition, operating lease right-of-use assets are reduced for accrued rent and increased for any initial direct costs recognized at lease inception. For real estate and restaurant equipment leases commencing in 2019 and later, we account for lease and non-lease components as a single lease component. Reductions of the right-of-use asset and the changes in the lease liability are included within the changes in operating lease right-of-use assets and lease liabilities in our consolidated statements of cash flows.
Certain of our operating leases contain predetermined fixed escalations of the minimum rent over the lease term. For these leases, we recognize the related total rent expense on a straight-line basis over the lease term. We may receive rent concessions or leasehold improvement incentives upon opening a restaurant that is subject to a lease which we consider when determining straight-line rent expense. We also may receive rent holidays, which would begin on the possession date and end when the store opens, during which no cash rent payments are typically due under the terms of the lease. Rent holidays are included in the lease term when determining straight-line rent expense.
Certain of our operating leases contain clauses that provide for additional contingent rent based on a percentage of sales greater than certain specified target amounts. We recognize contingent rent expense as variable rent expense prior to the achievement of the specified target that triggers the contingent rent, provided achievement of the target is considered probable. In addition, certain of our operating leases have variable escalations of the minimum rent that depend on an index or rate. For these leases, we recognize operating lease right-of-use assets and operating lease liabilities based on the index or rate at the commencement date. Any subsequent changes to the index or rate are recognized as variable rent expense when the escalation is determinable.
Sale-leasebacks are transactions through which we sell previously acquired land at fair value and subsequently enter into a lease agreement on the same land. The resulting lease agreement is evaluated to determine classification as an operating or finance lease and is recorded based on the lease classification. Refer to Note 8 for further discussion of leases. 

F-10

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

Goodwill
Goodwill represents the excess of cost over fair value of assets of businesses acquired. In accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350"), goodwill is not subject to amortization and is evaluated for impairment on an annual basis, or sooner if an event or other circumstance indicates that goodwill may be impaired. The annual assessment date is the first day of our fourth quarter. 
ASC 350 requires that goodwill be tested for impairment at the reporting unit level, or the level of internal reporting that reflects the way in which an entity manages its businesses. A reporting unit is defined as an operating segment, or one level below an operating segment. Our goodwill reporting units are at the concept or operating segment level.
As stated in ASC 350, an entity may first assess qualitative factors in order to determine if it is necessary to perform the quantitative test. In 2025 and 2024, we elected to perform a qualitative assessment for our annual review of goodwill. This review included evaluating factors such as macroeconomic conditions, industry and market considerations, cost factors, changes in management or key personnel, sustained decreases in share price, and the overall financial performance of the Company’s reporting units at the concept level. As a result of the qualitative assessment, no indicators of impairment were identified, and no additional indicators of impairment were identified through the end of the fiscal year that would require additional testing.
In 2025, 2024, and 2023, we determined there was no goodwill impairment. Refer to Note 7 for additional information related to goodwill and intangible assets.
Other Assets
Other assets consist primarily of deferred compensation plan assets, deposits, captive insurance investments, and investments in unconsolidated affiliates. For further discussion of the deferred compensation plan, refer to Note 15 and Note 16.
Impairment or Disposal of Long-lived Assets
In accordance with ASC 360, Property, Plant, and Equipment , long-lived assets to be held and used in the business, such as property and equipment, operating lease right-of-use assets, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purposes of this evaluation, we define the asset group at the individual restaurant level. When we evaluate the restaurants, cash flows are the primary indicator of impairment.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the restaurant to estimated undiscounted future cash flows expected to be generated by the restaurant. Under our policies, trailing 12-   month cash flow results under a predetermined amount at the individual restaurant level signals potential impairment. In our evaluation of restaurants that do not meet the cash flow threshold, we estimate future undiscounted cash flows from operating the restaurant over its remaining useful life, which can be for a period of over 20 years . In the estimation of future cash flows, we consider the period of time the restaurant has been open, the trend of operations over such period, and future periods and expectations of future sales growth. Assumptions about important factors such as the trend of future operations and sales growth are limited to those that are supportable based upon the plans for the restaurant and actual results at comparable restaurants.
If the carrying amount of the restaurant exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount exceeds the estimated fair value of the assets. We generally measure fair value by discounting estimated future cash flows. When fair value is measured by discounting estimated future cash flows, the assumptions used are consistent with what we believe hypothetical market participants would use. We also use a discount rate that is commensurate with the risk inherent in the projected cash flows. The adjusted carrying amounts of assets to be held and used are depreciated over their remaining useful life. Refer to Note 17 for further discussion of amounts recorded as part of our impairment analysis.

F-11

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

Insurance Reserves
We self-insure a significant portion of expected losses related to employee health, workers’ compensation, general liability, employment practices liability, cybersecurity, and property claims. This includes our wholly-owned captive insurance company which covers certain lines of coverage. We use third-party insurance with varying retention levels to limit our exposure to significant losses.
We record a liability for unresolved claims and for an estimate of incurred but not reported claims based on historical experience. The estimated liability is based on a number of assumptions and factors regarding economic conditions, the frequency and severity of claims, and claim development history and settlement practices. Our assumptions are reviewed, monitored, and adjusted when warranted by changing circumstances.
Revenue Recognition
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires an entity to allocate the transaction price received from customers to each separate and distinct performance obligation and recognize revenue as these performance obligations are satisfied.  We recognize revenue from company restaurant sales when food and beverage products are sold. Restaurant sales include gross food and beverage sales, net of promotions and discounts, for all company restaurants. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from restaurant sales in the consolidated statements of income.
We record deferred revenue for gift cards that have been sold but not yet redeemed. When the gift cards are redeemed, we recognize restaurant sales and reduce deferred revenue. For some of the gift cards that are sold we have determined that, based on our historic gift card redemption patterns, the likelihood of redemption is remote. For these gift cards, we record a breakage adjustment as a component of restaurant and other sales in the consolidated statements of income and reduce deferred revenue by the amount never expected to be redeemed. We use historic gift card redemption patterns to determine the breakage rate to utilize and recognize the expected breakage amount in a manner consistent with the actual redemption pattern of the associated gift card. We review the breakage rate on an annual basis, or sooner if circumstances indicate that the rate may have significantly changed and update the rate as needed. In addition, we incur fees on all gift cards that are sold through third-party retailers. These fees are also deferred and recorded consistent with the actual redemption pattern of the associated gift cards and are recorded as a component of restaurant and other sales in the consolidated statements of income.
We also recognize revenue from our franchising of Texas Roadhouse and Jaggers restaurants and from sales of our royalty-based retail products. This includes royalties and domestic marketing and advertising fees, initial and upfront franchise fees, domestic and international development agreements, and supervisory and administrative service fees. We recognize royalties and domestic marketing and advertising fees as franchise restaurant sales occur. For initial and upfront franchise fees and fees from development agreements, because the services we provide related to these fees do not contain separate and distinct performance obligations from the franchise right, these fees are recognized on a straight-line basis over the term of the associated franchise agreement. We recognize fees from supervision and administrative services as incurred. We recognize royalty revenue related to our royalty-based retail products as sales of those products occur by our licensed manufacturers.
Income Taxes
We account for income taxes in accordance with ASC 740, Income Taxes , under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. We recognize both interest and penalties on unrecognized tax benefits as part of income tax expense. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. For all years presented, no valuation allowances have been recorded.

F-12

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

Advertising
We have a domestic system-wide marketing and advertising fund. We maintain control of the marketing and advertising fund and, as such, have consolidated the fund’s activity for all the years presented. Domestic company and franchise restaurants are required to remit a designated portion of sales to the advertising fund. Advertising expenses related to company restaurants are expensed as incurred and recorded as a component of other operating costs in our consolidated statements of income. Advertising contributions received from our franchisees are recorded as a component of franchise royalties and fees in our consolidated statements of income. The associated advertising expenses are recorded as incurred within general and administrative expenses in our consolidated statements of income.
Other costs related to local restaurant area marketing initiatives are expensed as incurred and recorded as a component of other operating costs in our consolidated statements of income. These costs and the company restaurant advertising expenses amounted to $ 35.1  million, $ 31.8  million, and $ 28.3  million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively.
Pre-opening Expenses
Pre-opening expenses, which are charged to operations as incurred, consist of expenses incurred before the opening of a new or relocated restaurant and consist principally of opening team and training team compensation and benefits, travel expenses, rent, food, beverage, and other initial supplies and expenses.
Fair Value of Financial Instruments
Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurement , establishes a framework for measuring fair value and expands disclosures about fair value measurements. This includes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date.
​
​

Level 1
Inputs based on quoted prices in active markets for identical assets.

Level 2
Inputs other than quoted prices included within Level 1 that are observable for the assets, either directly or indirectly.

Level 3
Inputs that are unobservable for the asset.

Fair value measurements are separately disclosed by level within the fair value hierarchy. Refer to Note 16 for further discussion of fair value measurement.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU primarily provides enhanced disclosures about an entity’s income tax including consistent categories and greater disaggregation of the information included in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. We adopted this guidance retrospectively for all reporting periods presented as of December 30, 2025, and provided additional details and disclosures in our income taxes disclosure. Refer to Note 9 for further discussion of income taxes.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU primarily provides enhanced disclosures about the components of expenses within the income statement including purchases of inventory, employee

F-13

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

compensation, depreciation, and intangible asset amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and may be applied either prospectively or retrospectively for all prior periods presented. We are currently assessing the impact of this new standard on our disclosures and expect to provide additional detail and disclosures under this new guidance.
​
(3) Revenue
The following table disaggregates our revenue by major source:
​
​

​

​

​

​

​

​

​

​

​
Fiscal Year Ended

​
December 30, 2025
​
December 31, 2024
​
December 26, 2023

Restaurant and other sales
$
5,847,234
​
$
5,341,853
​
$
4,604,554

Royalties
​
28,183
​
​
28,342
​
​
24,169

Franchise fees
​
2,658
​
​
3,137
​
​
2,949

Total revenue
$
5,878,075
​
$
5,373,332
​
$
4,631,672

​
The following table presents a rollforward of deferred revenue-gift cards:
​
​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30, 2025
​
December 31, 2024

Beginning balance
​
$
401,198
​
$
373,913

Gift card activations, net of third-party fees
​
​
514,276
​
​
479,244

Gift card redemptions and breakage
​
​
( 466,730 )
​
​
( 451,959 )

Ending balance
​
$
448,744
​
$
401,198

​
We recognized restaurant sales of $ 253.2 million for the year ended December 30, 2025 related to amounts in deferred revenue as of December 31, 2024. We recognized restaurant sales of $ 234.0 million for the year ended December 31, 2024 related to amounts in deferred revenue as of December 26, 2023.
(4) Acquisitions
Business Combinations
During the year ended December 30, 2025, we completed the acquisitions of 20 domestic franchise Texas Roadhouse restaurants. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $ 107.5 million, net of cash acquired.
These transactions were accounted for using the acquisition method as defined in ASC 805, Business Combinations . These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.
We held a 5 % equity interest in three of the restaurants acquired and a 10 % equity interest in three of the restaurants acquired. These transactions were accounted for as step acquisitions and we recorded a gain of $ 2.2 million on our previous investments in equity income from investments in unconsolidated affiliates in the consolidated statements of income.

F-14

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

The following table summarizes the consideration paid for these acquisitions, and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date, which are adjusted for measurement-period adjustments through December 30, 2025.
​
​

​

​

​

Current assets
​
$
1,397

Property and equipment
​
 
25,067

Operating lease right-of-use assets
​
​
41,646

Goodwill
​
 
72,536

Intangible assets
​
 
16,940

Other assets
​
​
526

Current portion of operating lease liabilities
​
 
( 1,597 )

Deferred revenue-gift cards
​
​
( 2,126 )

Current liabilities
​
 
( 1,787 )

Operating lease liabilities, net of current portion
​
​
( 41,829 )

Noncontrolling interests
​
​
( 3,245 )

​
​
$
107,528

​
The aggregate purchase price is preliminary as we are finalizing working capital adjustments. Intangible assets represent reacquired franchise rights which are being amortized over a weighted-average useful life of 4.1 years. We expect $ 65.4 million of the total goodwill will be deductible for tax purposes and believe the resulting amount of goodwill reflects the benefit of sales and unit growth opportunities as well as the benefit of the assembled workforce of the acquired restaurants.
Pro forma financial detail and operating results have not been presented as the results of the acquired restaurants are not material to our consolidated financial position, results of operations, or cash flows.
Asset Acquisitions
During the year ended December 30, 2025, we completed the acquisition of our previously leased office buildings in Louisville, Kentucky that house our Support Center, for a total purchase price of $ 22.8 million. The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations . The allocation of the purchase price consisted of land and building improvements and was based on their relative fair value as of the acquisition date.
During the year ended December 30, 2025, we completed the acquisition of previously granted franchise development rights related to three future restaurants in California for a total purchase price of $ 6.0 million. The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations . The allocation of the purchase price consisted of reacquired franchise rights and was based on their relative fair value as of the acquisition date. The acquired intangible asset will be amortized over a useful life of 10 years .
(5) Long-term Debt
On April 24, 2025, we entered into an agreement for a revolving credit facility (the "credit facility") with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. This credit facility superseded and replaced our previous credit facility.
The credit facility is an unsecured, revolving credit agreement and has a borrowing capacity of up to $ 450.0 million with the option to increase the capacity by an additional $ 250.0 million, subject to certain limitations, including approval by the syndicate of lenders. The credit facility has a maturity date of April 24, 2030.

F-15

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

We are required to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate ("SOFR"), plus a fixed adjustment of 0.10 % and a variable adjustment of 1.00 % to 1.75 % depending on our consolidated net leverage ratio.
As of December 30, 2025, we had no outstanding borrowings under the credit facility and had $ 447.6 million of availability, net of $ 2.4 million of outstanding letters of credit. As of December 31, 2024, we had no outstanding borrowings under the previous credit facility and had $ 296.8 million of availability, net of $ 3.2 million of outstanding letters of credit.
The interest rate for each credit facility as of December 30, 2025 and December 31, 2024 was 4.81 % and 5.47 % , respectively.
The lenders’ obligation to extend credit pursuant to the credit facility depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge ratio and a maximum consolidated leverage ratio. The credit facility permits us to incur additional secured or unsecured indebtedness, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $ 125.0 million and 20 % of our consolidated tangible net worth. We were in compliance with all financial covenants as of December 30, 2025.
(6) Property and Equipment, Net
Property and equipment were as follows:
​
​

​

​

​

​

​

​

​
​
December 30,2025
​
December 31,2024

Land and improvements
​
$
169,427
​
$
174,027

Buildings and leasehold improvements
​
 
1,739,512
​
 
1,523,169

Furniture, fixtures, and equipment
​
 
1,174,616
​
 
1,027,644

Construction in progress
​
 
80,293
​
 
98,662

Liquor licenses
​
 
19,200
​
 
17,235

​
​
 
3,183,048
​
 
2,840,737

Accumulated depreciation and amortization
​
 
( 1,379,207 )
​
 
( 1,223,064 )

Total property and equipment, net
​
$
1,803,841
​
$
1,617,673

​
For the years ended December 30, 2025 and December 31, 2024, there was no interest capitalized in connection with restaurant construction. For the year ended December 26, 2023, the amount of interest capitalized in connection with restaurant construction was $ 0.5 million.
(7) Goodwill and Intangible Assets
All of our goodwill and intangible assets reside within the Texas Roadhouse reportable segment. A summary of changes to goodwill were as follows:
​
​

​

​

​

​

​

​
Fiscal Year Ended

​
December 30, 2025
​
December 31, 2024

Beginning balance
$
169,684
​
$
169,684

Additions
​
72,536
​
​
—

Ending balance
$
242,220
​
$
169,684

F-16

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

​
Intangible assets, net consists of reacquired franchise rights. The following table presents the balance of intangible assets:
​
​

​

​

​

​

​

​
Fiscal Year Ended

​
December 30, 2025
​
December 31, 2024

Gross carrying value
$
47,353
​
$
24,412

Accumulated amortization
​
( 29,611 )
​
​
( 23,147 )

Net carrying value
$
17,742
​
$
1,265

​
We amortize reacquired franchise rights on a straight-line basis over the remaining term of the related franchise agreement. The following table presents the aggregate expense related to the amortization of the Company's intangible assets for the years ended December 30, 2025, December 31, 2024, and December 26, 2023
​
​

​

​

​

​

​

​

​

​

​
Fiscal Year Ended

​
December 30, 2025
​
December 31, 2024
​
December 26, 2023

Amortization expense
$
6,463
​
$
2,218
​
$
3,024

​
The following table presents the expected annual amortization expense for the Company's intangible assets for the next five years and thereafter:
​
​

​

​

2026
$
4,931

2027
​
3,823

2028
​
2,720

2029
​
2,054

2030
​
1,364

Thereafter
​
2,850

​
$
17,742

​
​
(8) Leases
We recognize right-of-use assets and lease liabilities for both real estate and equipment leases that have a term in excess of one year . As of December 30, 2025 and December 31, 2024, these amounts were as follows:
​
​

​

​

​

​

​

​

​

​

​
December 30, 2025

​
Real estate
​
Equipment
​
Total

Operating lease right-of-use assets
$
873,287
​
$
6,234
​
$
879,521

​
​
​
​
​
​
​
​
​

Current portion of operating lease liabilities
​
29,084
​
​
1,869
​
​
30,953

Operating lease liabilities, net of current portion
​
939,711
​
​
3,359
​
​
943,070

Total operating lease liabilities
$
968,795
​
$
5,228
​
$
974,023

​
​

​

​

​

​

​

​

​

​

​
December 31, 2024

​
Real estate
​
Equipment
​
Total

Operating lease right-of-use assets
$
764,135
​
$
5,730
​
$
769,865

​
​
​
​
​
​
​
​
​

Current portion of operating lease liabilities
​
26,501
​
​
1,671
​
​
28,172

Operating lease liabilities, net of current portion
​
823,240
​
​
3,060
​
​
826,300

Total operating lease liabilities
$
849,741
​
$
4,731
​
$
854,472

​

F-17

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

Information related to our real estate operating leases for the fiscal years ended December 30, 2025, December 31, 2024, and December 26, 2023 were as follows:
​
​

​

​

​

​

​

​

​

​

​
Fiscal Year Ended

Real estate costs
December 30, 2025
​
December 31, 2024
​
December 26, 2023

Operating lease
$
93,564
​
$
82,739
​
$
75,068

Variable lease
​
8,291
​
​
7,007
​
​
5,079

Total lease costs
$
101,855
​
$
89,746
​
$
80,147

​
​

​

​

​

​

​

​

​

​

Real estate lease liabilities maturity analysis
​
​
​
​
​
​
December 30, 2025
​

2026
​
​
​
​
​
$
90,829
​

2027
​
​
​
​
​
​
92,919
​

2028
​
​
​
​
​
​
94,367
​

2029
​
​
​
​
​
​
95,616
​

2030
​
​
​
​
​
​
96,749
​

Thereafter
​
​
​
​
​
​
1,241,520
​

Total
​
​
​
​
​
​
1,712,000
​

Less interest
​
​
​
​
​
​
743,205
​

Total discounted operating lease liabilities
​
​
​
​
​
$
968,795
​

​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​

​
​
​
Fiscal Year Ended
​

Real estate leases other information
​
​
​
December 30, 2025
​
​
December 31, 2024
​

Cash paid for amounts included in measurement of operating lease liabilities
​
​
$
84,730
​
$
74,654
​

Right-of-use assets obtained in exchange for new operating lease liabilities
​
​
$
123,199
​
$
104,548
​

Weighted-average remaining lease term (years)
​
​
​
17.47
​
​
17.35
​

Weighted-average discount rate
​
​
​
6.70
%
​
6.53
%

​
Operating lease payments exclude $ 12.5 million of future minimum lease payments for executed real estate leases of which we have not yet taken possession. In addition to the above operating leases, as of December 30, 2025, we had two finance leases with a right-of-use asset balance and lease liability balance of $ 1.8 million and $ 2.7 million, respectively. As of December 31, 2024, we had two finance leases with a right-of-use asset balance and lease liability balance of $ 1.9 million and $ 2.8 million, respectively. The right-of-use asset balance is included as a component of other assets and the lease liability balance as a component of other liabilities in the consolidated balance sheets.
In 2025, we entered into six sale leaseback transactions that generated proceeds of $ 19.1 million and no gain or loss was recognized on these transactions. In 2024, we entered into five sale leaseback that generated proceeds of $ 16.0 million and no gain or loss was recognized on these transactions. The resulting operating leases are included in the operating lease right-of-use assets and lease liabilities noted above.

F-18

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

(9) Income Taxes
All income before taxes is generated by domestic entities. Components of our income tax expense (benefit) for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 were as follows:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
  ​ ​ ​
December 30, 2025
  ​ ​ ​
December 31, 2024
  ​ ​ ​
December 26, 2023

Current:
​
​
​
​
​
​
​
​
​

Federal
​
$
32,027
​
$
63,816
​
$
21,694

State
​
 
26,205
​
 
28,992
​
 
19,105

Foreign
​
​
1,164
​
​
1,140
​
​
735

Total current
​
 
59,396
​
 
93,948
​
 
41,534

Deferred:
​
​
​
​
​
​
​
​
​

Federal
​
 
8,046
​
​
( 11,096 )
​
 
4,518

State
​
 
( 1,021 )
​
​
( 2,707 )
​
 
( 1,403 )

Total deferred
​
 
7,025
​
 
( 13,803 )
​
 
3,115

Total Income tax expense:
​
​
​
​
​
​
​
​
​

Federal
​
​
40,073
​
​
52,720
​
​
26,212

State
​
​
25,184
​
​
26,285
​
​
17,702

Foreign
​
​
1,164
​
​
1,140
​
​
735

Income tax expense
​
$
66,421
​
$
80,145
​
$
44,649

​
A reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 is as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30, 2025
​
December 31, 2024
​
December 26, 2023

​
Amount
​
Percent
​
​
Amount
​
Percent
​
​
Amount
​
Percent

Tax at statutory federal rate
$
100,959
​
21.0
%  
​
$
110,143
​
21.0
%  
​
$
75,248
​
21.0
%

Domestic federal:
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Tax credits:
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

FICA tip tax credit
​
( 49,672 )
​
( 10.3 )
​
​
​
( 45,425 )
​
( 8.7 )
​
​
​
( 39,714 )
​
( 11.1 )
​

Work opportunity tax credit
​
( 3,999 )
​
( 0.8 )
​
​
​
( 2,867 )
​
( 0.5 )
​
​
​
( 3,697 )
​
( 1.0 )
​

Nontaxable and nondeductible items
​
877
​
0.1
​
​
​
( 1,492 )
​
( 0.3 )
​
​
​
( 661 )
​
( 0.2 )
​

State and local tax, net of federal benefit (1)
​
17,091
​
3.6
​
​
​
18,646
​
3.6
​
​
​
12,738
​
3.6
​

Foreign
​
1,165
​
0.2
​
​
​
1,140
​
0.2
​
​
​
735
​
0.2
​

Total
$
66,421
​
13.8
%  
​
$
80,145
​
15.3
%  
​
$
44,649
​
12.5
%

(1) For the year ended December 30, 2025, state taxes in Florida, Texas, Illinois, Pennsylvania, Virginia, Michigan, Kentucky, New Jersey, Indiana, Arizona, Maryland, and Tennessee make up the majority (greater than 50%) of the tax effect in this category. For the year ended December 31, 2024, state taxes in Florida, Illinois, Pennsylvania, Texas, Virginia, Kentucky, Indiana, Michigan, Arizona, New York, Maryland, and New Jersey make up the majority (greater than 50%) of the tax effect in this category. For the year ended December 26, 2023, state taxes in Florida, Texas, Illinois, Pennsylvania, New Jersey, Kentucky, Virginia, Arizona, Michigan, Indiana, and Maryland make up the majority (greater than 50%) of the tax effect in this category.

F-19

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

A summary of income taxes paid for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 is as follows:
​
​

​

​

​

​

​

​

​

​

​

​
​
​
Fiscal Year Ended

​
​
  ​ ​
December 30, 2025
​
​
December 31, 2024
​
​
December 26, 2023

Federal
​
$
45,000
​
$
59,000
​
$
19,600

State (1)
​
​
28,941
​
​
27,195
​
​
19,530

Foreign
​
​
1,153
​
​
1,138
​
​
731

Income taxes paid
​
$
75,094
​
$
87,333
​
$
39,861

(1) The amount of income taxes paid to any individual state jurisdiction did not meet the 5% disaggregation threshold in any period presented.
Components of deferred tax liabilities, net were as follows:
​
​

​

​

​

​

​

​

​
  ​ ​ ​
December 30, 2025
  ​ ​ ​
December 31, 2024

Deferred tax assets:
​
​
​
​
​
​

Deferred revenue—gift cards
​
$
43,621
​
$
35,915

Insurance reserves
​
​
15,653
​
​
11,768

Other reserves
​
 
2,547
​
 
2,027

Share-based compensation
​
 
7,364
​
 
7,635

Operating lease liabilities
​
​
241,865
​
​
212,341

Deferred compensation
​
 
37,012
​
 
26,241

Other assets
​
 
3,556
​
 
4,430

Total deferred tax asset
​
 
351,618
​
 
300,357

Deferred tax liabilities:
​
​
​
​
​
​

Property and equipment
​
 
( 117,272 )
​
 
( 91,161 )

Goodwill and intangibles
​
 
( 10,025 )
​
 
( 8,693 )

Operating lease right-of-use asset
​
​
( 218,163 )
​
​
( 191,065 )

Other liabilities
​
​
( 20,840 )
​
​
( 17,622 )

Total deferred tax liability
​
 
( 366,300 )
​
 
( 308,541 )

Net deferred tax liability
​
$
( 14,682 )
​
$
( 8,184 )

​
We have not provided a valuation allowance for any of our deferred tax assets as their realization is more likely than not.
A reconciliation of the beginning and ending liability for unrecognized tax benefits is as follows:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
  ​ ​ ​
December 30, 2025
  ​ ​ ​
December 31, 2024
  ​ ​ ​
December 26, 2023

Beginning balance
​
$
5,261
​
$
4,782
​
$
3,925

Additions to tax positions related to prior years
​
​
279
​
​
317
​
​
964

Additions to tax positions related to current year
​
​
660
​
​
383
​
​
139

Reductions due to statute expiration
​
​
-
​
​
-
​
​
( 246 )

Reductions due to exam settlement
​
​
-
​
​
( 221 )
​
​
-

Ending balance
​
$
6,200
​
$
5,261
​
$
4,782

​
As of December 30, 2025, December 31, 2024, and December 26, 2023 the amount of unrecognized tax benefits that would impact the effective tax rate if recognized was $ 3.6 million, $ 2.9 million, and $ 2.5 million, respectively.

F-20

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

For the years ended December 30, 2025, December 31, 2024, and December 26, 2023, the total amount of accrued penalties and interest related to uncertain tax provisions was recognized as a part of income tax expense and these amounts were not material.
All entities for which unrecognized tax benefits exist as of December 30, 2025 possess a December tax year-end. As a result, as of December 30, 2025, the tax years ended December 31, 2024, December 26, 2023, and December 27, 2022 remain subject to examination by all tax jurisdictions. As of December 30, 2025, no audits were in process by a tax jurisdiction that, if completed during the next twelve months, would be expected to result in a material change to our unrecognized tax benefits.
(10) Preferred Stock
Our Board of Directors (the "Board") is authorized, without further vote or action by the holders of common stock, to issue from time to time up to an aggregate of 1,000,000 shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Board, which may include, but are not limited to, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights, and preemptive rights. There were no shares of preferred stock outstanding as of December 30, 2025 and December 31, 2024.
(11) Stock Repurchase Program
On February 19, 2025, our Board approved a stock repurchase program under which we may repurchase up to $ 500.0 million of our common stock. This stock repurchase program commenced on February 24, 2025, has no expiration date, and replaced a previous stock repurchase program which was approved on March 17, 2022 that authorized the Company to repurchase up to $ 300.0 million of our common stock. All repurchases to date under our stock repurchase programs have been made through open market transactions. The timing and the amount of any repurchases are determined by management under parameters established by the Board, based on an evaluation of our stock price, market conditions, and other corporate considerations, including complying with Rule 10b5-1 trading arrangements under the Securities Exchange Act of 1934, as amended, and as applicable.
For the years ended December 30, 2025 and December 31, 2024, we paid $ 150.0 million and $ 79.8 million, excluding excise taxes, to repurchase 869,007 shares and 461,662 shares of our common stock, respectively. This includes $ 120.0 million repurchased under our current authorization and $ 30.0 million repurchased under our prior authorization during 2025. As of December 30, 2025, $ 380.0 million remained under our authorized stock repurchase program.
(12) Earnings Per Share
The share and net income per share data for all periods presented are based on the historical weighted-average shares outstanding. The diluted earnings per share calculations show the effect of the weighted- average restricted stock units outstanding from our equity incentive plans. Performance stock units are not included in the diluted earnings per share calculation until the performance-based criteria have been met. Refer to Note 14 for further discussion of our equity incentive plans.
For all periods presented, the weighted-average shares of nonvested stock units that were outstanding but not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect were not significant.

F-21

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

The following table sets forth the calculation of earnings per share and weighted average shares outstanding as presented in the accompanying consolidated statements of income:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30,
  ​ ​ ​
December 31,
  ​ ​ ​
December 26,

​
 
2025
​
2024
​
2023

Net income attributable to Texas Roadhouse, Inc. and subsidiaries
​
$
405,554
​
$
433,592
​
$
304,876

Basic EPS:
​
​
​
​
​
​
​
​
​

Weighted-average common shares outstanding
​
 
66,324
​
 
66,752
​
​
66,893

Basic EPS
​
$
6.11
​
$
6.50
​
$
4.56

Diluted EPS:
​
​
​
​
​
​
​
​
​

Weighted-average common shares outstanding
​
 
66,324
​
 
66,752
​
​
66,893

Dilutive effect of nonvested stock units
​
 
187
​
 
259
​
​
256

Shares-diluted
​
 
66,511
​
 
67,011
​
 
67,149

Diluted EPS
​
$
6.10
​
$
6.47
​
$
4.54

​
​
(13) Commitments and Contingencies
The estimated cost of completing capital project commitments at December 30, 2025 and December 31, 2024 was $ 234.2  million and $ 243.6  million, respectively.
As of December 30, 2025 and December 31, 2024, we were contingently liable for $ 7.8 million for five lease guarantees and $ 9.4 million for seven lease guarantees, respectively. These amounts represent the maximum potential liability of future payments under the guarantees. In the event of default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover damages incurred. No liabilities have been recorded as of December 30, 2025 or December 31, 2024, as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.
During the year ended December 30, 2025, we bought our beef primarily from four suppliers who represent a significant portion of the total beef marketplace. If one of these vendors was unable to fulfill their obligations, we believe that the remaining suppliers could meet our needs by supplying comparable products at potentially higher costs. 
Occasionally, we are a defendant in litigation arising in the ordinary course of business, including "slip and fall" accidents, employment related claims, dram shop statutes related to our service of alcohol, and claims from guests or employees alleging illness, injury or food quality, health, or operational concerns. None of these types of litigation, most of which are covered by insurance, has had a material effect on us and, as of the date of this report, we are not party to any litigation that we believe could have a material adverse effect on our business.
(14) Share-based Compensation
On May 13, 2021, our shareholders approved the Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan (the "Plan"). The Plan provides for the granting of various forms of equity awards including options, stock appreciation rights, full value awards, and performance-based awards.
The Company provides restricted stock units ("RSUs") to employees as a form of share-based compensation. A RSU is the conditional right to receive one share of common stock upon satisfaction of the vesting requirement. In addition to RSUs, the Company provides performance stock units ("PSUs") to certain members of management as a form of share-based compensation. A PSU is the conditional right to receive one share of common stock upon meeting a performance obligation along with the satisfaction of the vesting requirement.

F-22

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

The following table summarizes share-based compensation expense recorded in the accompanying consolidated statements of income:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30,
  ​ ​ ​
December 31,
  ​ ​ ​
December 26,

​
 
2025
​
2024
​
2023

Labor expense
​
$
17,132
​
$
16,277
​
$
11,470

General and administrative expense
​
 
30,633
​
 
30,778
​
 
22,760

Total share-based compensation expense
​
$
47,765
​
$
47,055
​
$
34,230

​
We recognize expense for RSUs and PSUs over the vesting term based on the grant date fair value of the award. We record forfeitures as they occur. Activity for our share- based compensation by type of grant for the fiscal year ended December 30, 2025 is presented below.
Summary Details for RSUs
​
​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
​
  ​ ​ ​
Weighted-Average
  ​ ​ ​
Weighted-Average
  ​ ​ ​
​
​

​
​
​
​
Grant Date Fair
​
Remaining Contractual
​
Aggregate

​
​
Shares
​
Value
​
Term (years)
​
Intrinsic Value

Outstanding at December 31, 2024
 
410,890
​
$
141.43
​
​
​
​
​

Granted
 
248,194
​
​
187.26
​
​
​
​
​

Forfeited
 
( 18,491 )
​
​
163.03
​
​
​
​
​

Vested
 
( 295,178 )
​
​
144.22
​
​
​
​
​

Outstanding at December 30, 2025
 
345,415
​
$
170.83
 
0.9
​
$
57,822

​
As of December 30, 2025, with respect to unvested RSUs, there was $ 27.8 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.9 years. The vesting terms of all RSUs range from 1.0 to 5.0 years. The total intrinsic value of RSUs vested during the years ended December 30, 2025, December 31, 2024, and December 26, 2023 was $ 53.1 million, $ 49.9  million, and $ 37.8  million, respectively. The excess tax benefit associated with vested RSUs for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 was $ 2.2 million, $ 4.4 million, and $ 1.7 million, respectively, which was recognized in the income tax provision.
Summary Details for PSUs
​
​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
​
  ​ ​ ​
Weighted-Average
  ​ ​ ​
Weighted-Average
  ​ ​ ​
​
​

​
​
​
​
Grant Date Fair
​
Remaining Contractual
​
Aggregate

​
​
Shares
​
Value
​
Term (years)
​
Intrinsic Value

Outstanding at December 31, 2024
 
30,300
​
$
117.46
​
​
​
​
​

Granted
 
91,500
​
​
181.27
​
​
​
​
​

Performance shares adjustment (1)
​
20,982
​
​
117.44
​
​
​
​
​

Forfeited
 
( 7,800 )
​
​
181.27
​
​
​
​
​

Vested
 
( 51,282 )
​
​
117.44
​
​
​
​
​

Outstanding at December 30, 2025
 
83,700
​
$
181.27
 
1.0
​
$
14,011

(1) Additional shares from the January 2024 PSU grant that vested in January 2025 due to exceeding the initial 100% target.

We grant PSUs to certain members of management subject to the achievement of certain earnings targets, which determine the number of units to vest at the end of the vesting period. Share-based compensation expense is recognized for the number of units expected to vest at the end of the period and is expensed beginning on the grant date and through the performance period. For each grant, PSUs vest after meeting the performance and service conditions. The total intrinsic value of PSUs vested during the years ended December 30, 2025, December 31, 2024, and December 26, 2023 was $ 9.1 million, $ 6.4 million, and $ 3.3 million, respectively.

F-23

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

On January 8, 2026, approximately 19,248 shares vested related to the January 2025 PSU grant and are expected to be distributed in February 2026. As of December 30, 2025, with respect to unvested PSUs, there was $ 5.3 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 1.0 year. The allowable excess tax benefit associated with vested PSUs for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 was not significant.
(15) Employee Benefit Plans
We have a defined contribution benefit plan ("401(k) Plan") that is available to our Support Center employees and managers in our restaurants who meet certain compensation and eligibility requirements. The 401(k) Plan allows participating employees to defer the receipt of a portion of their compensation and contribute such amount to one or more investment options and the Company matches a certain percentage of the employee contributions.
The following table summarizes the company contributions for the 401(k) Plan recorded in the accompanying consolidated statements of income:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30,
  ​ ​ ​
December 31,
  ​ ​ ​
December 26,

​
 
2025
​
2024
​
2023

Labor expense
​
$
8,902
​
$
8,364
​
$
7,080

General and administrative expense
​
 
2,255
​
 
2,114
​
 
1,805

Total company contributions
​
$
11,157
​
$
10,478
​
$
8,885

​
We also have a deferred compensation plan which allows highly compensated employees to defer a portion of their compensation and contribute such amounts to one or more investment funds held in a rabbi trust and the Company matches a certain percentage of the employee contributions.
The following table summarizes the company contributions for the deferred compensation plan recorded in the accompanying consolidated statements of income:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30,
  ​ ​ ​
December 31,
  ​ ​ ​
December 26,

​
 
2025
​
2024
​
2023

Labor expense
​
$
2,371
​
$
1,630
​
$
1,625

General and administrative expense
​
 
1,752
​
 
1,469
​
 
1,493

Total company contributions
​
$
4,123
​
$
3,099
​
$
3,118

​
Refer to Note 16 for further discussion on the fair value measurement of the deferred compensation plan assets and liabilities.
(16) Fair Value Measurement
At December 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying values based on the short-term nature of these instruments. There were no transfers among levels within the fair value hierarchy during the year ended December 30, 2025.

F-24

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

The following table presents the fair values for our financial assets and liabilities measured on a recurring basis:
​
​

​

​

​

​

​

​

​

​

​
​
Fair Value Measurements

​
  ​ ​ ​
Level
  ​ ​ ​
December 30, 2025
  ​ ​ ​
December 31, 2024

Deferred compensation plan—assets
 
1
​
$
134,347
​
$
101,071

Deferred compensation plan—liabilities
 
1
​
$
( 134,158 )
​
$
( 101,071 )

Debt securities
 
2
​
$
4,188
​
$
-

​
We report the accounts of the deferred compensation plan in other assets and the corresponding liability in other liabilities in our consolidated balance sheets. These investments are considered trading securities and are reported at fair value based on quoted market prices. The realized and unrealized holding gains and losses related to these investments, as well as the offsetting compensation expense, are recorded in general and administrative expense in the consolidated statements of income.
Debt security investments are held by our wholly-owned captive insurance company as collateral for certain insurance coverages. These investments, which are classified as available for sale, are primarily comprised of corporate bonds and are recorded in other long-term assets on the balance sheet. The fair value of these investments is based on market values obtained from an independent third-party pricing service. As of December 30, 2025, the book value of these investments approximated the fair value of the investments, and therefore there were no unrealized amounts recorded in other comprehensive income in the consolidated statements of income.
(17) Impairment and Closure Costs
We recorded impairment and closure costs of $ 0.3 million, $ 1.2 million and $ 0.3 million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively.
Impairment and closure costs in 2025 included $ 0.3 million related to ongoing closure costs for stores which have been relocated.
Impairment and closure costs in 2024 included $ 0.8 million related to the impairment of a building at a previously relocated store and $ 0.4 million related to ongoing closure costs for stores which have been relocated.
Impairment and closure costs in 2023 included $ 0.3 million related to ongoing closure costs for stores which have been relocated.
(18) Related Party Transactions
As of December 30, 2025, December 31, 2024 and December 26, 2023, we had five franchise restaurants and one majority-owned company restaurant owned in part by current officers of the Company. We recognized revenue of $ 2.5  million, $ 2.5 million, and $ 2.3 million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively, related to the five franchise restaurants.  
​
​

F-25

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

(19) Segment Information
The Chief Executive Officer is our CODM. The CODM assesses the performance of the business and allocates resources at the concept level and as a result we have identified Texas Roadhouse, Bubba's 33, and Jaggers as separate operating segments. In addition, we have identified our retail initiatives as a separate operating segment. Finally, we have identified Texas Roadhouse and Bubba's 33 as reportable segments. The Texas Roadhouse reportable segment includes the results of our company and franchise Texas Roadhouse restaurants. The Bubba's 33 reportable segment includes the results of our company Bubba's 33 restaurants. Our remaining operating segments, which include the results of our company and franchise Jaggers restaurants and the results of our retail initiatives, are included in Other. In addition, corporate-related assets, depreciation and amortization, and capital expenditures are also included in Other.
The CODM uses restaurant margin as the primary financial measure for assessing the performance of our segments. Restaurant margin represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent, and other operating costs. Restaurant margin is also used by our CODM to evaluate core restaurant-level operating efficiency and performance, assist in the evaluation of operating trends over time, and in making capital allocation decisions. Capital allocation decisions include approving new store openings and the refurbishment, expansion, or relocation of existing restaurants.
In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including pre-opening and general and administrative expenses, but do not have a direct impact on restaurant-level operational efficiency and performance. We exclude pre-opening expenses as they occur at irregular intervals and would impact comparability to prior period results. We exclude depreciation and amortization expenses, substantially all of which relate to restaurant-level assets, as it represents a non-cash charge for the investment in our restaurants. We exclude impairment and closure expenses as we believe this provides a clearer perspective of the Company’s ongoing operating performance and a more useful comparison to prior period results. Restaurant margin as presented may not be comparable to other similarly titled measures of other companies in our industry.
Restaurant and other sales for all operating segments are derived primarily from food and beverage sales. We do not rely on any major customer as a source of sales and the customers and assets of our reportable segments are located predominantly in the United States. There are no material transactions between reportable segments.

F-26

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​

​
Fiscal Year Ended December 30, 2025

​
Texas Roadhouse
​
Bubba's 33
​
Other
​
Total

Restaurant and other sales
$
5,475,804
​
$
335,210
​
$
36,220
​
$
5,847,234

Restaurant operating costs (excluding depreciation and amortization):
​
​
​
​
​
​
​
​
​
​
​

Food and Beverage
​
1,943,313
​
​
94,772
​
​
11,602
​
​
2,049,687

Labor
​
1,810,769
​
​
122,106
​
​
11,541
​
​
1,944,416

Rent
​
82,778
​
​
8,446
​
​
1,097
​
​
92,321

Other Operating
​
787,350
​
​
60,668
​
​
7,074
​
​
855,092

Restaurant margin
$
851,594
​
$
49,218
​
$
4,906
​
$
905,718

​
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
$
171,420
​
$
18,673
​
$
16,547
​
$
206,640

Segment assets
​
2,831,205
​
​
306,051
​
​
412,216
​
​
3,549,472

Capital expenditures
​
302,527
​
​
52,116
​
​
33,353
​
​
387,996

​
​
​
​
​
​
​
​
​
​
​
​

​
Fiscal Year Ended December 31, 2024

​
Texas Roadhouse
​
Bubba's 33
​
Other
​
Total

Restaurant and other sales
$
5,012,707
​
$
297,608
​
$
31,538
​
$
5,341,853

Restaurant operating costs (excluding depreciation and amortization):
​
​
​
​
​
​
​
​
​
​
​

Food and Beverage
​
1,691,302
​
​
83,701
​
​
10,116
​
​
1,785,119

Labor
​
1,646,437
​
​
108,306
​
​
9,997
​
​
1,764,740

Rent
​
72,060
​
​
7,677
​
​
823
​
​
80,560

Other Operating
​
737,909
​
​
51,502
​
​
6,246
​
​
795,657

Restaurant margin
$
864,999
​
$
46,422
​
$
4,356
​
$
915,777

​
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
$
149,934
​
$
16,447
​
$
11,776
​
$
178,157

Segment assets
​
2,488,679
​
​
255,320
​
​
446,780
​
​
3,190,779

Capital expenditures
​
304,259
​
​
38,557
​
​
11,525
​
​
354,341

​
​
​
​
​
​
​
​
​
​
​
​

​
Fiscal Year Ended December 26, 2023

​
Texas Roadhouse
​
Bubba's 33
​
Other
​
Total

Restaurant and other sales
$
4,331,823
​
$
247,195
​
$
25,536
​
$
4,604,554

Restaurant operating costs (excluding depreciation and amortization):
​
​
​
​
​
​
​
​
​
​
​

Food and Beverage
​
1,514,421
​
​
71,101
​
​
8,330
​
​
1,593,852

Labor
​
1,438,802
​
​
92,241
​
​
8,081
​
​
1,539,124

Rent
​
65,519
​
​
6,624
​
​
623
​
​
72,766

Other Operating
​
641,923
​
​
43,287
​
​
5,638
​
​
690,848

Restaurant margin
$
671,158
​
$
33,942
​
$
2,864
​
$
707,964

​
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
$
126,719
​
$
14,210
​
$
12,273
​
$
153,202

Capital expenditures
​
306,599
​
​
27,908
​
​
12,527
​
​
347,034

​

F-27

Table of Contents
Texas Roadhouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Tabular amounts in thousands, except share and per share data)

A reconciliation of restaurant margin to income from operations is presented below. We do not allocate interest income, net and equity income from investments in unconsolidated affiliates to reportable segments.
​
​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
December 30, 2025
​
December 31, 2024
December 26, 2023

Restaurant margin
​
$
905,718
​
$
915,777
$
707,964

​
​
​
​
​
​
​
​
​

Add:
​
​
​
​
​
​
​
​

Royalties and franchise fees
​
​
30,841
​
​
31,479
​
27,118

​
​
​
​
​
​
​
​
​

Less:
​
​
​
​
​
​
​
​

Pre-opening
​
​
27,502
​
​
28,090
​
29,234

Depreciation and amortization
​
​
206,640
​
​
178,157
​
153,202

Impairment and closure, net
​
​
349
​
​
1,226
​
275

General and administrative
​
​
227,328
​
​
223,264
​
198,382

Income from operations
​
$
474,740
​
$
516,519
$
353,989

​
​
​
(20) Subsequent Events
On December 31, 2025, subsequent to the end of our 2025 fiscal year, we completed the acquisitions of  five  domestic franchise restaurants of which a current officer of the Company had a 2 % ownership interest in two of these restaurants. Pursuant to the terms of the acquisition agreements, we paid an aggregate purchase price of approximately $ 72  million. We borrowed $ 50.0 million available under our credit facility to partially fund the acquisition. We expect to complete the preliminary purchase price allocations relating to these transactions in the first quarter of fiscal year 2026.
​
​
​
​
​

F-28