SEC EDGAR · 10-Q
10-Q – 2026-05-08 – txrh-20260331x10q.htm

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Omsättning
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds |
Deferred revenue-gift cards |
Revenue: |
Restaurant and other sales |
Total revenue |
Deferred revenue—gift cards |
| 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 our unaudited condensed consolidated financial statements, and the reporting of revenue and expenses during the periods to prepare these unaudited condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). Significant items subject to such estimates and assumptions inc |
| (4) Revenue |
Periodens resultat
Net income including noncontrolling interests |
Less: Net income attributable to noncontrolling interests |
Net income attributable to Texas Roadhouse, Inc. and subsidiaries |
Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries: |
Net income
Adjustments to reconcile net income to net cash provided by operating activities: |
| As of March 31, 2026 and April 1, 2025, 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 reflected in the line item net income attributable to noncontrolling interests in our unaudited condensed consolidated statements of income and comprehensive income. |
| As of March 31, 2026 and April 1, 2025, 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 unaudited condensed consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates under equity income from investments in unconsolidated |
Resultat per aktie
During the 13 weeks ended March 31, 2026, we completed the acquisitions of five domestic franchise Texas Roadhouse 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 a total purchase price of $ 71.7 million, net of cash acquired. | These transactions were accounted for using the acquisition method as defined in Accounting Standards Codification ("ASC") 805, Business Combinations . These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.
During the 52 weeks ended December 30, 2025, we completed the acquisition of 20 domestic franchise Texas Roadhouse restaurants. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $ 107.6 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. | 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 dates, which are adjusted for final measurement-period adjustments.
| (9) 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. |
| 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. |
| The following table sets forth the calculation of earnings per share and weighted-average shares outstanding as presented in the accompanying unaudited condensed consolidated statements of income and comprehensive income: |
Basic EPS: |
Basic EPS | $
Kassaflöde
Supplemental disclosures of cash flow information: |
Likvida medel
Cash and cash equivalents |
Net increase (decrease) in cash and cash equivalents |
Cash and cash equivalents—beginning of period |
Cash and cash equivalents—end of period |
| As of March 31, 2026 and December 30, 2025, 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 13 weeks ended March 31, 2026. |
| ● 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. |
| Interest income, net was $0.5 million in Q1 2026 compared to $1.3 million in Q1 2025 . The decrease was driven by decreased earnings on our cash and cash equivalents and borrowings on our credit facility. |
Nettoskuld
Adjustments to reconcile net income to net cash provided by operating activities: |
Net cash provided by operating activities |
Net cash used in investing activities |
Net cash used in financing activities |
| The following table presents a summary of our net cash provided by (used in) operating, investing, and financing activities (in thousands): |
| Net cash provided by operating activities was $259.1 million in Q1 2026 compared to $237.7 million in Q1 2025. This increase was primarily due to increases in net income, depreciation and amortization expenses, and deferred income taxes partially offset by an unfavorable change in working capital. |
| Net cash used in investing activities was $146.8 million in Q1 2026 compared to $155.6 million in Q1 2025. The decrease was primarily due to proceeds from sale leaseback transactions in Q1 2026. |
| We intend to satisfy our capital requirements over the next 12 months with cash on hand, net cash provided by operating activities and, if needed, funds available under our revolving credit facility. In 2026, we expect capital expenditures of approximately $400 million. |
Eget kapital
Condensed Consolidated Statements of Stockholders’ Equity — For the 13 Weeks Ended March 31, 2026 and April 1, 2025 |
Liabilities and Stockholders’ Equity |
Texas Roadhouse, Inc. and subsidiaries stockholders’ equity: |
Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity |
Antal aktier
| The number of shares of common stock outstanding were 65,729,615 on April 29, 2026. |
Weighted average shares outstanding: |
| 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. |
| The following table sets forth the calculation of earnings per share and weighted-average shares outstanding as presented in the accompanying unaudited condensed consolidated statements of income and comprehensive income: |
Weighted-average common shares outstanding |
Antal anställda
| Occasionally, we are a defendant in litigation arising in the ordinary course of business, including "slip and fall" matters, 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 with varying retention levels, has had a material effect on us and, as of the date of this report, we are no | (7) Acquisitions
| ● 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. |
| ● Pre-opening Expenses. Pre-opening expenses, which are charged to operations as incurred, consist of expenses incurred before the opening of any new or relocated company 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. Pr |
expense related to executive officers and Support Center employees, salary and share-based compensation expense related to regional and 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. |
Fulltext

Texas Roadhouse, Inc._March 31, 2026
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Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM  10-Q

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from           to

Commission File Number 000-50972

Texas Roadhouse, Inc.
(Exact name of registrant specified in its charter)

Delaware

20-1083890

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification Number)


6040 Dutchmans Lane
Louisville , Kentucky 40205
(Address of principal executive offices) (Zip Code)

( 502 ) 426-9984
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:




Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock , par value $0.001 per share
TXRH
NASDAQ Global Select Market




Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes     ☒   No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     ☒   No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer    ☒
Accelerated Filer   ☐
Non-accelerated Filer   ☐
Smaller Reporting Company   ☐


Emerging Growth Company   ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   ☐   No   ☒

The number of shares of common stock outstanding were 65,729,615 on April 29, 2026.




Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION







Item 1 — Financial Statements (Unaudited) — Texas Roadhouse, Inc. and Subsidiaries

3

Condensed Consolidated Balance Sheets —March 31, 2026 and December 30, 2025

3

Condensed Consolidated Statements of Income and Comprehensive Income — For the 13 Weeks Ended March 31, 2026 and April 1, 2025

4

Condensed Consolidated Statements of Stockholders’ Equity — For the 13 Weeks Ended March 31, 2026 and April 1, 2025

5

Condensed Consolidated Statements of Cash Flows — For the 13 Weeks Ended March 31, 2026 and April 1, 2025

6

Notes to Condensed Consolidated Financial Statements

7

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

27

Item 4 — Controls and Procedures

27





PART II. OTHER INFORMATION







Item 1 — Legal Proceedings

28

Item 1A — Risk Factors

28

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

28

Item 3 — Defaults Upon Senior Securities

28

Item 4 — Mine Safety Disclosures

28

Item 5 — Other Information

29

Item 6 — Exhibits

29





Signatures

30




2

Table of Contents

PART I — FINANCIAL INFORMATIO N

ITEM 1 — FINANCIAL STATEMENT S

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
















    
March 31, 2026
    
December 30, 2025

Assets







Current assets:







Cash and cash equivalents

$
214,561

$
134,709

Receivables, net of allowance for doubtful accounts of $ 29 at March 31, 2026 and $ 12 at December 30, 2025

 
53,782

 
214,511

Inventories, net

 
46,044

 
45,560

Prepaid income taxes

 
3,941

 
13,774

Prepaid expenses and other current assets

 
44,093

 
42,922

Total current assets

 
362,421

 
451,476

Property and equipment, net of accumulated depreciation of $ 1,421,421 at March 31, 2026 and $ 1,379,207 at December 30, 2025

 
1,834,692

 
1,803,841

Operating lease right-of-use assets, net


912,787


879,521

Goodwill

 
275,036

 
242,220

Intangible assets, net of accumulated amortization of $ 31,821 at March 31, 2026 and $ 29,611 at December 30, 2025

 
28,622

 
17,742

Other assets

 
161,172

 
154,672

Total assets

$
3,574,730

$
3,549,472

Liabilities and Stockholders’ Equity







Current liabilities:







Current portion of operating lease liabilities

$
31,792

$
30,953

Accounts payable

 
169,955

 
163,421

Deferred revenue-gift cards

 
330,406

 
448,744

Accrued wages

 
95,574

 
97,380

Income taxes payable


3,003


123

Accrued taxes and licenses

 
57,789

 
53,421

Other accrued liabilities

 
100,322

 
114,795

Total current liabilities

 
788,841

 
908,837

Operating lease liabilities, net of current portion


972,478


943,070

Long-term debt

 
50,000

 
—

Restricted stock and other deposits

 
9,390

 
9,525

Deferred tax liabilities, net

 
20,744

 
14,682

Other liabilities

 
194,891

 
191,656

Total liabilities

 
2,036,344

 
2,067,770

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, 65,825,744 and 65,943,730 shares  issued and outstanding at March 31, 2026 and December 30, 2025, respectively)

 
66

 
66

Retained earnings

 
1,516,945

 
1,460,754

Accumulated other comprehensive loss


( 54 )


—

Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity

 
1,516,957

 
1,460,820

Noncontrolling interests

 
21,429

 
20,882

Total equity

 
1,538,386

 
1,481,702

Total liabilities and equity

$
3,574,730

$
3,549,472

See accompanying notes to condensed consolidated financial statements.


3

Table of Contents

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

























13 Weeks Ended


    
March 31, 2026
    
April 1, 2025

Revenue:







Restaurant and other sales

$
1,626,689

$
1,440,342

Royalties and franchise fees


6,477


7,306

Total revenue

 
1,633,166

 
1,447,648

Costs and expenses:







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







Food and beverage

 
574,302


490,991

Labor

 
534,619


479,975

Rent

 
24,713


22,477

Other operating

 
228,626


207,615

Pre-opening

 
6,636


6,812

Depreciation and amortization

 
56,843


48,800

Impairment and closure, net

 
—


28

General and administrative

 
61,086


56,217

Total costs and expenses

 
1,486,825

 
1,312,915

Income from operations

 
146,341

 
134,733

Interest income, net

 
545


1,301

Equity income from investments in unconsolidated affiliates

 
144


225

Income before taxes

$
147,030

$
136,259

Income tax expense

 
21,035


20,200

Net income including noncontrolling interests


125,995


116,059

Less: Net income attributable to noncontrolling interests

 
2,562


2,397

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

$
123,433

$
113,662

Other comprehensive loss, net of tax:







Unrealized loss on investments, net of tax of $ 18


( 54 )


—

Total comprehensive income

$
123,379

$
113,662

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







Basic

$
1.87

$
1.71

Diluted

$
1.87

$
1.70

Weighted average shares outstanding:







Basic

 
65,921


66,485

Diluted

 
66,120


66,714

Cash dividends declared per share

$
0.75

$
0.68



See accompanying notes to condensed consolidated financial statements.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equit y
(in thousands, except share and per share data)
(unaudited)


















































For the 13 Weeks Ended March 31, 2026


    

    


    


    


    
Accumulated
    
Total Texas
    


    










Additional




Other

Roadhouse, Inc.











Par

Paid-in-

Retained

Comprehensive

and

Noncontrolling






Shares

Value

Capital

Earnings

Loss

Subsidiaries

Interests

Total

Balance, December 30, 2025
 
65,943,730

$
66

$
—

$
1,460,754

$
—

$
1,460,820

$
20,882

$
1,481,702

Net income
 
—

 
—

 
—

 
123,433

 
—

 
123,433

 
2,562

 
125,995

Other comprehensive loss, net of tax

—


—


—


—


( 54 )


( 54 )


—


( 54 )

Distributions to noncontrolling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
( 2,015 )

 
( 2,015 )

Dividends declared ($ 0.75 per share)
 
—

 
—

 
—

 
( 49,407 )

 
—

 
( 49,407 )

 
—

 
( 49,407 )

Shares issued under share-based compensation plans including tax effects
 
62,146

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Indirect repurchase of shares for minimum tax withholdings
 
( 18,917 )

 
—

 
( 3,096 )

 
—

 
—

 
( 3,096 )

 
—

 
( 3,096 )

Repurchase of shares of common stock, including excise tax as applicable

( 161,215 )


—


( 10,360 )


( 17,835 )


—


( 28,195 )


—


( 28,195 )

Share-based compensation
 
—

 
—

 
13,456

 
—

 
—

 
13,456

 
—

 
13,456

Balance, March 31, 2026
 
65,825,744

$
66

$
—

$
1,516,945

$
( 54 )

$
1,516,957

$
21,429

$
1,538,386





















































For the 13 Weeks Ended April 1, 2025


    

    


    


    


    
Accumulated
    
Total Texas
    


    










Additional




Other

Roadhouse, Inc.











Par

Paid-in-

Retained

Comprehensive

and

Noncontrolling






Shares

Value

Capital

Earnings

Loss

Subsidiaries

Interests

Total

Balance, December 31, 2024
 
66,574,626

$
67

$
—

$
1,358,280

$
—

$
1,358,347

$
15,376

$
1,373,723

Net income
 
—

 
—

 
—

 
113,662

 
—

 
113,662

 
2,397

 
116,059

Distributions to noncontrolling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
( 2,345 )

 
( 2,345 )

Dividends declared ($ 0.68 per share)
 
—

 
—

 
—

 
( 45,171 )

 
—

 
( 45,171 )

 
—

 
( 45,171 )

Shares issued under share-based compensation plans including tax effects
 
160,512

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Indirect repurchase of shares for minimum tax withholdings
 
( 50,696 )

 
—

 
( 9,024 )

 
—

 
—

 
( 9,024 )

 
—

 
( 9,024 )

Repurchase of shares of common stock, including excise tax as applicable

( 281,091 )


( 1 )


( 3,526 )


( 46,716 )


—


( 50,243 )


—


( 50,243 )

Share-based compensation
 
—

 
—

 
12,550

 
—

 
—

 
12,550

 
—

 
12,550

Balance, April 1, 2025
 
66,403,351

$
66

$
—

$
1,380,055

$
—

$
1,380,121

$
15,428

$
1,395,549







See accompanying notes to condensed consolidated financial statements.



5

Table of Contents









Texas Roadhouse, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

























13 Weeks Ended


    
March 31, 2026
    
April 1, 2025

Cash flows from operating activities:







Net income including noncontrolling interests

$
125,995

$
116,059

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







Depreciation and amortization

 
56,843

 
48,800

Deferred income taxes

 
6,286

 
( 4,347 )

Loss on disposition of assets

 
800

 
1,419

Impairment and closure costs

 
( 4 )

 
( 5 )

Equity income from investments in unconsolidated affiliates

 
( 144 )

 
( 225 )

Distributions of income received from investments in unconsolidated affiliates

 
109

 
351

Provision for doubtful accounts

 
17

 
4

Share-based compensation expense

 
13,456

 
12,550

Changes in operating working capital, net of acquisitions:







Receivables

 
160,712

 
142,313

Inventories

 
( 163 )

 
( 2,833 )

Prepaid expenses and other current assets

 
( 512 )

 
1,081

Other assets

 
( 742 )

 
( 5,059 )

Accounts payable

 
5,764

 
11,101

Deferred revenue—gift cards

 
( 119,154 )

 
( 107,214 )

Accrued wages

 
( 1,806 )

 
( 9,184 )

Prepaid income taxes and income taxes payable

 
12,713

 
22,847

Accrued taxes and licenses

 
4,368

 
( 6,133 )

Other accrued liabilities

 
( 10,171 )

 
4,968

Operating lease right-of-use assets and lease liabilities

 
1,476

 
3,202

Other liabilities

 
3,237

 
8,045

Net cash provided by operating activities

 
259,080

 
237,740

Cash flows from investing activities:







Capital expenditures—property and equipment

 
( 80,165 )


( 77,389 )

Acquisitions of franchise restaurants, net of cash acquired


( 71,778 )


( 78,297 )

Purchases of debt securities


( 5,260 )


—

Proceeds from sale of property and equipment

 
—

 
129

Proceeds from sale leaseback transactions


10,450


—

Net cash used in investing activities

 
( 146,753 )

 
( 155,557 )

Cash flows from financing activities:







Proceeds from revolving credit facility


70,000


—

Payments on revolving credit facility


( 20,000 )


—

Distributions to noncontrolling interest holders

 
( 2,015 )


( 2,345 )

Proceeds from restricted stock and other deposits, net

 
238


368

Indirect repurchase of shares for minimum tax withholdings

 
( 3,096 )


( 9,024 )

Repurchase of shares of common stock, including excise taxes as applicable

 
( 28,195 )


( 50,151 )

Dividends paid to shareholders

 
( 49,407 )


( 45,171 )

Net cash used in financing activities

 
( 32,475 )

 
( 106,323 )

Net increase (decrease) in cash and cash equivalents

 
79,852

 
( 24,140 )

Cash and cash equivalents—beginning of period

 
134,709


245,225

Cash and cash equivalents—end of period

$
214,561

$
221,085

Supplemental disclosures of cash flow information:







Interest paid

$
414

$
216

Income taxes paid

$
2,036

$
1,701

Capital expenditures included in current liabilities

$
31,608

$
36,992


See accompanying notes to condensed consolidated financial statements.


6

Table of Contents


Texas Roadhouse, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(tabular amounts in thousands, except per share data)
(unaudited)
(1)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Texas Roadhouse, Inc., our wholly owned subsidiaries and subsidiaries in which we have a controlling interest (collectively, the "Company," "we," "our" and/or "us") as of March 31, 2026 and December 30, 2025 and for the 13 weeks ended March 31, 2026 and April 1, 2025.

The Company maintains three restaurant concepts operating as Texas Roadhouse, Bubba’s 33, and Jaggers. As of March 31, 2026, we owned and operated 723 restaurants and franchised an additional 99 restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 99 franchise restaurants, there were 37 domestic restaurants and 62 international restaurants, including two in a U.S. territory. As of April 1, 2025, we owned and operated 688 restaurants and franchised an additional 104 restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 104 franchise restaurants, there were 46 domestic restaurants and 58 international restaurants, including one in a U.S. territory.

As of March 31, 2026 and April 1, 2025, 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 reflected in the line item net income attributable to noncontrolling interests in our unaudited condensed consolidated statements of income and comprehensive income.

As of March 31, 2026 and April 1, 2025, 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 unaudited condensed consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates under equity income from investments in unconsolidated affiliates in our unaudited condensed consolidated statements of income and comprehensive income.

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 our unaudited condensed consolidated financial statements, and the reporting of revenue and expenses during the periods to prepare these unaudited condensed 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.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our unaudited condensed consolidated financial statements for the periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, except that certain information and footnotes have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Operating results for the 13 weeks ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 29, 2026. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2025.

Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.




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Table of Contents

(2) Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("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 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 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)   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.

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 March 31, 2026, we had $ 50.0 million in outstanding borrowings under the credit facility and had $ 397.6 million of availability, net of $ 2.4 million of outstanding letters of credit. 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.

The interest rate on our current credit facility was 4.77 % as of March 31, 2026. The interest rate on our previous credit facility was 5.37 % as of April 1, 2025.

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 March 31, 2026.

(4) Revenue

The following table disaggregates our revenue by major source:














13 Weeks Ended


March 31, 2026

April 1, 2025

Restaurant and other sales
$
1,626,689

$
1,440,342

Royalties

5,953


6,778

Franchise fees

524


528

Total revenue
$
1,633,166

$
1,447,648



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Table of Contents

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

















13 Weeks Ended



March 31, 2026

April 1, 2025

Beginning balance

$
448,744

$
401,198

Gift card activations, net of third-party fees


65,274


57,381

Gift card redemptions and breakage


( 183,612 )


( 162,827 )

Ending balance

$
330,406

$
295,752


We recognized restaurant sales of $ 153.1 million for the 13 weeks ended March 31, 2026 related to amounts in deferred revenue as of December 30, 2025. We recognized restaurant sales of $ 139.2 million for the 13 weeks ended April 1, 2025 related to amounts in deferred revenue as of December 31, 2024.




(5) Income Taxes

The effective tax rate was 14.3 % and 14.8 % for the 13 weeks ended March 31, 2026 and April 1, 2025, respectively. The decrease in the tax rate for the 13 weeks ended March 31, 2026, as compared to the prior year period, was primarily due to an increase in the impact of the FICA tip tax credit partially offset by a decrease in the excess tax benefit on stock compensation, the expiration of the workers’ opportunity tax credit, and an increase in non-deductible officers’ compensation.

(6)
Commitments and Contingencies


As of March 31, 2026 and December 30, 2025, we were contingently liable for $ 7.6 million and $ 7.8 million, respectively, for five lease guarantees. 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 March 31, 2026 and December 30, 2025, 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 13 weeks ended March 31, 2026, 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. We have no material minimum purchase commitments with our vendors that extend beyond a year.

Occasionally, we are a defendant in litigation arising in the ordinary course of business, including "slip and fall" matters, 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 with varying retention levels, 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.
(7)   Acquisitions

During the 13 weeks ended March 31, 2026, we completed the acquisitions of five domestic franchise Texas Roadhouse 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 a total purchase price of $ 71.7 million, net of cash acquired.
These transactions were accounted for using the acquisition method as defined in Accounting Standards Codification ("ASC") 805, Business Combinations . These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.

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Table of Contents

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 March 31, 2026.









Current assets

$
321

Property and equipment


20,922

Operating lease right-of-use assets


15,092

Goodwill


32,730

Intangible assets


13,090

Other assets


205

Current portion of operating lease liabilities


( 127 )

Deferred revenue-gift cards


( 816 )

Operating lease liabilities, net of current portion


( 9,725 )



$
71,692


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 5.5 years. All of the goodwill will be deductible for tax purposes and the 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 unaudited condensed consolidated financial statements.
During the 52 weeks ended December 30, 2025, we completed the acquisition of 20 domestic franchise Texas Roadhouse restaurants. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $ 107.6 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.
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 dates, which are adjusted for final measurement-period adjustments.









Current assets

$
1,397

Property and Equipment

 
25,067

Operating lease right-of-use assets


41,646

Goodwill

 
72,622

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 )



$
107,614


Intangible assets represent reacquired franchise rights which are being amortized over a weighted-average useful life of 4.1 years. Goodwill totaling $ 65.5 million will be deductible for tax purposes and the 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 unaudited condensed consolidated financial statements.

10

Table of Contents

(8)   Related Party Transactions

As of March 31, 2026, we had three franchise restaurants and one majority-owned company restaurant owned in part by current officers of the Company. For the 13 weeks ended March 31, 2026, we recognized revenue of $ 0.4 million related to the three franchise restaurants. As of April 1, 2025, we had five franchise restaurants and one majority-owned company restaurant owned in part by current officers of the Company. For the 13 weeks ended April 1, 2025, we recognized revenue of $ 0.6 million related to the five franchise restaurants.

(9)   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.

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.

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





















13 Weeks Ended


March 31, 2026
    
April 1, 2025

Net income attributable to Texas Roadhouse, Inc. and subsidiaries
$
123,433

$
113,662

Basic EPS:






Weighted-average common shares outstanding

65,921


66,485

Basic EPS
$
1.87

$
1.71

Diluted EPS:






Weighted-average common shares outstanding

65,921


66,485

Dilutive effect of nonvested stock units

199


229

Shares-diluted
 
66,120

 
66,714

Diluted EPS
$
1.87

$
1.70



(10) Fair Value Measurements

As of March 31, 2026 and December 30, 2025, 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 13 weeks ended March 31, 2026.

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





















Fair Value Measurements


    
Level
    
March 31, 2026
    
December 30, 2025

Deferred compensation plan—assets
 
1

$
136,187

$
134,347

Deferred compensation plan—liabilities
 
1

$
( 136,194 )

$
( 134,158 )

Debt securities
 
2

$
9,332

$
4,188


We report the accounts of the deferred compensation plan in other assets and the corresponding liability in other liabilities in our unaudited condensed consolidated balance sheets. During the 13 weeks ended March 31, 2026, we transitioned a portion of the plan assets to company-owned life insurance contracts which are recorded at their cash surrender value. The remaining investments are trading securities which are recorded based on quoted market prices. The realized and unrealized holding gains and losses related to these investments, as well as the offsetting compensation

11

Table of Contents

expense, are reported in general and administrative expense in our unaudited condensed consolidated statements of income and comprehensive 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 reported in other long-term assets in our unaudited condensed consolidated balance sheets. The fair value of these investments is based on market values obtained from an independent third-party pricing service. Unrealized gains and losses related to these investments are reported in other comprehensive income in our unaudited condensed consolidated statements of income and comprehensive income.

(11) Stock Repurchase Programs

On February 19, 2025, our Board of Directors (the "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 (the "Exchange Act"), and as applicable.

For the 13 weeks ended March 31, 2026, we paid $ 28.2 million, excluding excise taxes, to repurchase 161,215 shares of our common stock. For the 13 weeks ended April 1, 2025, we paid $ 50.2 million, excluding excise taxes, to repurchase 281,091 shares of our common stock. This included $ 30.0 million repurchased under our prior authorization and $ 20.2 million repurchased under our current authorization. As of March 31, 2026, $ 351.8 million remained under our authorized stock repurchase program.

(12) Segment Information

The Chief Executive Officer is our chief operating decision maker (the "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.

12

Table of Contents


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.

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


























For the 13 Weeks Ended March 31, 2026


Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales
$
1,525,072

$
92,301

$
9,316

$
1,626,689

Restaurant operating costs (excluding depreciation and amortization)












Food and Beverage

545,210


26,089


3,003


574,302

Labor

498,338


33,305


2,976


534,619

Rent

22,059


2,348


306


24,713

Other Operating

210,316


16,544


1,766


228,626

Restaurant margin
$
249,149

$
14,015

$
1,265

$
264,429














Depreciation and amortization
$
46,807

$
5,211

$
4,825

$
56,843

Segment assets

2,753,983


331,679


489,068


3,574,730

Capital expenditures

61,801


13,410


4,954


80,165















For the 13 Weeks Ended April 1, 2025


Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales
$
1,352,219

$
79,618

$
8,505

$
1,440,342

Restaurant operating costs (excluding depreciation and amortization)












Food and Beverage

465,956


22,350


2,685


490,991

Labor

448,688


28,539


2,748


479,975

Rent

20,191


2,035


251


22,477

Other Operating

192,099


13,912


1,604


207,615

Restaurant margin
$
225,285

$
12,782

$
1,217

$
239,284














Depreciation and amortization
$
40,222

$
4,307

$
4,271

$
48,800

Segment assets

2,488,061


270,132


432,940


3,191,133

Capital expenditures

61,343


12,959


3,087


77,389



13

Table of Contents

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.

















13 Weeks Ended



March 31, 2026

April 1, 2025

Restaurant margin

$
264,429

$
239,284









Add:







Royalties and franchise fees


6,477


7,306









Less:







Pre-opening


6,636


6,812

Depreciation and amortization


56,843


48,800

Impairment and closure, net


—


28

General and administrative


61,086


56,217

Income from operations

$
146,341

$
134,733






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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT

This report contains forward-looking statements based on our current expectations, estimates, and projections about our industry and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 30, 2025, and in Part II, Item 1A in this Form 10-Q, along with disclosures in our other Securities and Exchange Commission ("SEC " ) filings discuss some of the important risk factors that may affect our business, results of operations, or financial condition. You should carefully consider those risks, in addition to the other information in this report, and in our other filings with the SEC, before deciding to invest in our Company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statements, except as may be required by applicable law. The information contained in this Form  10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that discuss our business in greater detail and advise interested parties of certain risks, uncertainties, and other factors that may affect our business, results of operations, or financial condition.

Our Company

Texas Roadhouse, Inc. is a growing restaurant company operating predominantly in the casual dining segment. Our late founder, W. Kent Taylor, started the Company in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have grown to three concepts with 822 restaurants in 49 states, one U.S. territory, and ten foreign countries. As of March 31, 2026, our 822 restaurants included:

● 723 company restaurants, of which 703 were wholly-owned and 20 were majority-owned. The results of operations of company restaurants are included in our unaudited condensed consolidated statements of income and comprehensive income. The portion of income attributable to noncontrolling interests in company restaurants that are majority-owned is reflected in the line item net income attributable to noncontrolling interests in our unaudited condensed consolidated statements of income and comprehensive income. Of the 723 company restaurants, we operated 657 as Texas Roadhouse restaurants, 56 as Bubba’s 33 restaurants, and 10 as Jaggers restaurants.

● 99 franchise restaurants, of which 14 we have a 5.0% to 10.0% ownership interest. The income derived from our minority interests in these franchise restaurants is reported in the line item equity income from investments in unconsolidated affiliates in our unaudited condensed consolidated statements of income and comprehensive income. Of the 99 franchise restaurants, 31 were domestic Texas Roadhouse restaurants, six were domestic Jaggers restaurants, 61 were international Texas Roadhouse restaurants, including two restaurants in a U.S. territory, and one was an international Jaggers restaurant.

We have contractual arrangements that grant us the right to acquire at pre-determined formulas the equity interests in 18 of the 20 majority-owned company restaurants and 32 of the 37 systemwide domestic franchise restaurants.

Throughout this report, we use the term "restaurants" to include Texas Roadhouse and Bubba’s 33, unless otherwise noted.


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Table of Contents

Presentation of Financial and Operating Data

Throughout this report, the 13 weeks ended March 31, 2026 and April 1, 2025, are referred to as Q1 2026 and Q1 2025, respectively. Fiscal year 2026 will be 52 weeks in length, with the quarters 13 weeks in length. Fiscal year 2025 was 52 weeks in length, with the quarters 13 weeks in length.

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 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 quarterly, year-to-date, or 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 the 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 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.


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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 unaudited condensed consolidated statements of income and comprehensive 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 royalties, 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.

● 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 any new or relocated company 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 and concept 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 property and equipment and amortization of intangibles with definite lives, substantially all of which relate 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, intangible assets, and goodwill, and expenses associated with the relocation or closure of a restaurant. Closure costs also include any gains or losses associated with the sale of a closed restaurant and/or assets held for sale.

● 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

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Table of Contents

expense related to executive officers and Support Center employees, salary and share-based compensation expense related to regional and 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. As of March 31, 2026, and April 1, 2025, we owned a 5.0% to 10.0% equity interest in 14 and 20 domestic franchise restaurants, respectively.

● Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests represents the portion of income attributable to the other owners of our majority-owned restaurants. Our consolidated subsidiaries include 20 and 19 majority-owned restaurants as of March 31, 2026 and April 1, 2025, respectively.

Q1 2026 Financial Highlights

Total revenue increased $185.5 million or 12.8% to $1,633.2 million in Q1 2026 compared to $1,447.6 million in Q1 2025 primarily due to increases in comparable restaurant sales and store weeks. Comparable restaurant sales and store weeks increased 7.1% and 5.7%, respectively, at company restaurants in Q1 2026 compared to Q1 2025. The increase in comparable restaurant sales was due to an increase in guest traffic along with an increase in per person average check. The increase in store weeks was due to new store openings and the acquisition of franchise restaurants.

Net income increased $9.8 million or 8.6% to $123.4 million in Q1 2026 compared to $113.7 million in Q1 2025 primarily due to higher restaurant margin dollars, as described below, partially offset by higher depreciation and amortization expenses and higher general and administrative expenses. Diluted earnings per share increased 9.6% to $1.87 in Q1 2026 from $1.70 in Q1 2025 due to the increase in net income and the impact of share repurchases.

Restaurant margin dollars increased $25.1 million or 10.5% to $264.4 million in Q1 2026 compared to $239.3 million in Q1 2025 primarily due to higher sales. Restaurant margin, as a percentage of restaurant and other sales, decreased to 16.3% in Q1 2026 compared to 16.6% in Q1 2025. The decrease in restaurant margin, as a percentage of restaurant and other sales, was primarily due to commodity inflation of 6.2% and wage and other labor inflation of 3.8% partially offset by higher sales.

Capital allocation spend included capital expenditures of $80.2 million, franchise acquisitions of $71.8 million, dividends of $49.4 million, and repurchases of common stock of $28.2 million.


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Table of Contents

Results of Operations
(in thousands)





















13 Weeks Ended



March 31, 2026

April 1, 2025


  
$
  
%
  
$
  
%

Consolidated Statements of Income:









Revenue:









Restaurant and other sales

1,626,689

99.6

1,440,342

99.5

Royalties and franchise fees

6,477

0.4

7,306

0.5

Total revenue

1,633,166

100.0

1,447,648

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

574,302

35.3

490,991

34.1

Labor

534,619

32.9

479,975

33.3

Rent

24,713

1.5

22,477

1.6

Other operating

228,626

14.0

207,615

14.4

(As a percentage of total revenue)









Pre-opening

6,636

0.4

6,812

0.5

Depreciation and amortization

56,843

3.5

48,800

3.4

Impairment and closure, net

—

NM

28

NM

General and administrative

61,086

3.7

56,217

3.9

Total costs and expenses

1,486,825

91.0

1,312,915

90.7

Income from operations

146,341

9.0

134,733

9.3

Interest income, net

545

NM

1,301

0.1

Equity income from investments in unconsolidated affiliates

144

NM

225

NM

Income before taxes

147,030

9.0

136,259

9.4

Income tax expense

21,035

1.3

20,200

1.4

Net income including noncontrolling interests

125,995

7.7

116,059

8.0

Net income attributable to noncontrolling interests

2,562

0.2

2,397

0.2

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

123,433

7.6

113,662

7.9



NM — Not meaningful


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Reconciliation of Income from Operations to Restaurant Margin

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



13 Weeks Ended



March 31, 2026

April 1, 2025

Income from operations

$
146,341

$
134,733









Less:







Royalties and franchise fees


6,477


7,306









Add:







Pre-opening


6,636


6,812

Depreciation and amortization


56,843


48,800

Impairment and closure, net


—


28

General and administrative


61,086


56,217

Restaurant margin

$
264,429

$
239,284









Restaurant margin $/store week

$
28,203

$
26,977

Restaurant margin (as a percentage of restaurant and other sales)


16.3%


16.6%

See above for the definition of restaurant margin.


Restaurant Unit Activity




















    
Total

Texas Roadhouse

Bubba's 33
    
Jaggers

Balance at December 30, 2025
 
816

744

56
 
16

Company openings
 
4

4

—

—

Franchise openings - Domestic

1

—

—

1

Franchise openings - International
 
1

1

—

—

Balance at March 31, 2026
 
822

749

56
 
17













 
March 31, 2026
 
April 1, 2025

Company - Texas Roadhouse
 
657

629

Company - Bubba's 33
 
56

50

Company - Jaggers
 
10

9

Total company restaurants

723

688







Franchise - Texas Roadhouse - Domestic
 
31

42

Franchise - Jaggers - Domestic

6

4

Franchise - Texas Roadhouse - International (1)
 
61

57

Franchise - Jaggers - International

1

1

Total franchise restaurants

99

104







Total restaurants
 
822
 
792

(1) Includes a U.S. territory.



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Table of Contents

Q1 2026 compared to Q1 2025

Restaurant and Other Sales  

Restaurant and other sales increased 12.9% in Q1 2026 compared to Q1 2025. 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.
















Q1 2026
    
Q1 2025
 

Company restaurants (all concepts):







Increase in store weeks

5.7
%

7.1
%

Increase in average unit volume

6.4
%

2.4
%

Other

0.8
%

0.1
%

Total increase in restaurant and other sales

12.9
%

9.6
%









Store weeks

9,376


8,870


Comparable restaurant sales

7.1
%

3.5
%









Texas Roadhouse restaurants:







Store weeks

8,518


8,111


Comparable restaurant sales

7.5
%

3.5
%

Average unit volume (in thousands)
$
2,341

$
2,190










Weekly sales by group:







Comparable restaurants (619 and 580 units)
$
181,030

$
169,279


Average unit volume restaurants (23 and 28 units) (1)
$
155,344

$
138,192


Restaurants less than six months old (15 and 21 units)
$
168,119

$
157,237










Bubba's 33 restaurants:







Store weeks

728


642


Comparable restaurant sales

0.9
%

3.9
%

Average unit volume (in thousands)
$
1,610

$
1,592










Weekly sales by group:







Comparable restaurants (48 and 41 units)
$
123,624

$
123,117


Average unit volume restaurants (4 and 7 units) (1)
$
126,645

$
118,709


Restaurants less than six months old (4 and 2 units)
$
148,448

$
145,011




(1) Average unit volume restaurants includes those 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 Q1 2026 was primarily attributable to an increase in comparable restaurant sales and an increase in store weeks. 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. The increase in store weeks was driven by new store openings and the acquisition of franchise restaurants.
















Q1 2026
    

Q1 2025
    

Guest traffic counts

4.5
%

1.1
%

Per person average check

2.6
%

2.4
%

Comparable restaurant sales

7.1
%

3.5
%


To-go sales as a percentage of restaurant sales were 14.6% in Q1 2026 compared to 13.6% in Q1 2025.


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Table of Contents

Per person average check includes the benefit of a menu price increase of approximately 1.4% and 1.7% implemented in Q2 2025 and Q4 2025, respectively. In addition, we implemented a menu price increase of approximately 1.9% at the beginning of Q2 2026.

In Q1 2026, we opened four Texas Roadhouse company restaurants and acquired five domestic franchise Texas Roadhouse restaurants. In 2026, we expect store week growth of 5% to 6% across all concepts.

Royalties and Franchise Fees

Royalties and franchise fees decreased $0.8 million or 11.3% in Q1 2026 compared to Q1 2025. The decrease in Q1 2026 compared to Q1 2025 was primarily due to decreased royalties related to the franchise stores that were acquired.

Food and Beverage Costs   

Food and beverage costs, as a percentage of restaurant and other sales, increased to 35.3% in Q1 2026 compared to 34.1% in Q1 2025 . The increase was primarily driven by commodity inflation of 6.2% in Q1 2026, due to higher beef costs, partially offset by the benefit of a higher average guest check.

In 2026, we expect commodity inflation of 6% to 7%, with prices locked for approximately 65% of our remaining forecasted costs and the remainder subject to floating market prices.

Restaurant Labor Expenses

Restaurant labor expenses, as a percentage of restaurant and other sales, decreased to 32.9% in Q1 2026 compared to 33.3% in Q1 2025. The decrease was primarily driven by the benefit of a higher average guest check and labor productivity partially offset by wage and other labor inflation of 3.8% in Q1 2026.

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, decreased to 1.5% in Q1 2026 compared to 1.6% in Q1 2025. The decrease was primarily driven by the increase in average unit volume partially offset by higher rent expense at our newer restaurants.

Restaurant Other Operating Expenses

Restaurant other operating expenses, as a percentage of restaurant and other sales, decreased to 14.0% in Q1 2026 compared to 14.4% in Q1 2025 . The decrease was primarily driven by the increase in average unit volume and lower general liability insurance expense partially offset by higher credit card fees.

Pre-opening Expenses   

Pre-opening expenses were $6.6 million in Q1 2026 compared to $6.8 million in Q1 2025. Pre-opening costs will fluctuate from quarter to quarter based on 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 total revenue, increased to 3.5% in Q1 2026 compared to 3.4 % in Q1 2025. The increase was driven by higher depreciation expense at our newer restaurants and intangible asset amortization expense related to the acquisition of franchise restaurants partially offset by the increase in average unit volume.


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Table of Contents

Impairment and Closure Costs, Net

Impairment and closure costs, net were not significant in Q1 2026 and Q1 2025 .

General and Administrative Expenses

General and administrative expenses, as a percentage of total revenue, decreased to 3.7% in Q1 2026 compared to 3.9% in Q1 2025. The decrease was primarily driven by the increase in average unit volume and lower rent expense due to the purchase of our Support Center in 2025 partially offset by higher incentive and stock compensation expense.

Interest Income, Net

Interest income, net was $0.5 million in Q1 2026 compared to $1.3 million in Q1 2025 . The decrease was driven by decreased earnings on our cash and cash equivalents and borrowings on our credit facility.

Equity Income from Investments in Unconsolidated Affiliates 

Equity income was $0.1 million in Q1 2026 compared to $0.2 million Q1 2025 . The decrease was driven by fewer affiliates due to the acquisition of six of these affiliates in the prior year.

Income Tax Expense

Our effective tax rate was 14.3% in Q1 2026 compared to 14.8% in Q1 2025. The decrease in the tax rate was driven by an increase in the impact of the FICA tip tax credit partially offset by a decrease in the excess tax benefit on stock compensation, the expiration of the workers’ opportunity tax credit, and an increase in non-deductible officers’ compensation.

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, Jaggers, and our retail initiatives as separate operating segments. Our reportable segments are Texas Roadhouse and Bubba's 33. The Texas Roadhouse reportable segment includes the results of our company Texas Roadhouse restaurants and domestic and international franchise Texas Roadhouse restaurants. The Bubba's 33 reportable segment includes the results of our domestic 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 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 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. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section above.

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Table of Contents


The following table presents a summary of restaurant margin by segment ($ in thousands):


























13 Weeks Ended


March 31, 2026

April 1, 2025

Texas Roadhouse
$
249,149

16.3
%

$
225,285

16.7
%

Bubba's 33
 
14,015

15.2


 
12,782

16.1


Other
 
1,265

13.6


 
1,217

14.3


Total
$
264,429

16.3
%

$
239,284

16.6
%


In our Texas Roadhouse reportable segment, restaurant margin dollars increased $23.9 million or 10.6% in Q1 2026 . The increase was due to higher sales partially offset by higher food and beverage costs due to commodity inflation. In addition, restaurant margin, as a percentage of restaurant and other sales, decreased to 16.3% in Q1 2026 from 16.7% in Q1 2025. Restaurant margin percentage was primarily impacted by commodity inflation partially offset by higher sales.

In our Bubba’s 33 reportable segment, restaurant margin dollars increased $1.2 million or 9.6% in Q1 2026. The increase was due to higher sales partially offset by higher food and beverage costs and an increase in general liability insurance expense. In addition, restaurant margin, as a percentage of restaurant and other sales, decreased to 15.2% in Q1 2026 from 16.1% in Q1 2025. Restaurant margin percentage was primarily impacted by the increased expenses noted above, which were partially offset by higher sales.

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):

















13 Weeks Ended


    
March 31, 2026
    
April 1, 2025

Net cash provided by operating activities

$
259,080

$
237,740

Net cash used in investing activities

 
(146,753)

 
(155,557)

Net cash used in financing activities

 
(32,475)

 
(106,323)

Net increase (decrease) in cash and cash equivalents

$
79,852

$
(24,140)


Net cash provided by operating activities was $259.1 million in Q1 2026 compared to $237.7 million in Q1 2025. This increase was primarily due to increases in net income, depreciation and amortization expenses, and deferred income taxes partially offset by an unfavorable change in working capital.

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 $146.8 million in Q1 2026 compared to $155.6 million in Q1 2025. The decrease was primarily due to proceeds from sale leaseback transactions in Q1 2026.

We require capital principally for the development of new company restaurants, the refurbishment or relocation of existing restaurants, and the acquisition of franchise restaurants. We either lease our restaurant site locations under operating leases for periods of five to 30 years (including renewal periods) or purchase the land when appropriate. As of March 31, 2026, we had developed 156 of the 723 company restaurants on land that we own.



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Table of Contents

The following table presents a summary of capital expenditures (in thousands):


















13 Weeks Ended


   
March 31, 2026

April 1, 2025

New company restaurants

$
55,013

$
36,877

Refurbishment or expansion of existing restaurants

 
21,181

 
24,467

Relocation of existing restaurants


1,908


13,864

Capital expenditures related to Support Center office


2,063


2,181

Total capital expenditures

$
80,165

$
77,389


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.

We intend to satisfy our capital requirements over the next 12 months with cash on hand, net cash provided by operating activities and, if 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 $32.5 million in Q1 2026 compared to $106.3 million in Q1 2025. The decrease was primarily due to borrowing $50.0 million on our credit facility and a decrease in share repurchases.

On February 18, 2026, our Board approved the payment of a quarterly cash dividend of $0.75 per share of common stock compared to the quarterly dividend of $0.68 per share of common stock declared in 2025. The payment of quarterly dividends totaled $49.4 million and $45.2 million in Q1 2026 and Q1 2025, respectively.

On May 6, 2026, our Board approved the payment of the Q2 2026 cash dividend of $0.75 per share of common stock. This payment will be distributed on June 30, 2026, to shareholders of record at the close of business on June 2, 2026.

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.

During Q1 2026, we paid $28.2 million, excluding excise taxes, to repurchase 161,215 shares of our common stock. During Q1 2025, we paid $50.2 million, excluding excise taxes, to repurchase 281,091 shares of our common stock. As of March 31, 2026, $351.8 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 the capacity by an additional $250.0 million subject to certain limitations, including approval by the syndicate of commercial lenders. The credit facility has a maturity date of April 24, 2030.

As of March 31, 2026, we had $50.0 million in outstanding borrowings under the credit facility and had $397.6 million of availability, net of $2.4 million of outstanding letters of credit, respectively. As of December 30, 2025, we had no outstanding borrowings under the previous credit facility and had $447.6 million of availability, net of $2.4 million of outstanding letters of credit.

The interest rate on our current credit facility was 4.77% as of March 31, 2026. The interest rate on our previous credit facility was 5.37% as of April 1, 2025.

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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 March 31, 2026.

Guarantees

As of March 31, 2026 and December 30, 2025, we were contingently liable for $7.6 million and $7.8 million, respectively, for five lease guarantees. 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 March 31, 2026 and December 30, 2025 as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RIS K

Information regarding market risk appears in our Annual Report on Form 10-K for the year ended December 30, 2025 in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk. There have been no material changes in market risk previously disclosed in our Form 10-K for the fiscal year ended December 30, 2025 .

ITEM 4. CONTROLS AND PROCEDURE S

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 March 31, 2026.
Changes in Internal Control

There were no changes in the Company’s internal control over financial reporting that occurred during the 13 weeks ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II — OTHER INFORMATIO N

ITEM 1.  LEGAL PROCEEDING S

Information regarding legal proceedings is included in Note 6 to the Condensed Consolidated Financial Statements appearing in Part 1, Item 1 of this report on Form 10-Q.
ITEM 1A. RISK FACTOR S

Information regarding risk factors appears in our Annual Report on Form 10-K for the year ended December 30, 2025, under the heading "Special Note Regarding Forward-looking Statements" and in Part I, Item 1A, Risk Factors. There have been no material changes from the risk factors previously disclosed in our Form 10-K for the fiscal year ended December 30, 2025.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEED S

In 2008, our Board approved our first stock repurchase program. From inception through March 31, 2026, we have paid $941.5 million, excluding excise taxes, through our authorized stock repurchase programs to repurchase 22,988,352 shares of our common stock at an average price per share of $40.96. 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 new stock repurchase program commenced on February 24, 2025, has no expiration date, and replaces the previous stock repurchase program which was approved on March 17, 2022 with respect to the repurchase of up to $300.0 million of 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 through this program will be 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 Exchange Act, as applicable.

For the 13 weeks ended March 31, 2026, we paid $28.2 million, excluding excise taxes, to repurchase 161,215 shares of our common stock. As of March 31, 2026, $351.8 million remained authorized for stock repurchases.













    

    


    

    
Maximum Number










(or Approximate








Total Number of

Dollar Value)








Shares Purchased

of Shares that



Total Number

Average

as Part of Publicly

May Yet Be



of Shares

Price Paid

Announced Plans

Purchased Under the

Period

Purchased

per Share

or Programs

Plans or Programs

December 31 to January 27
 
5,365

$
186.03
 
5,365

$
378,975,068

January 28 to February 24
 
46,791

$
184.06
 
46,791

$
370,362,940

February 25 to March 31
 
109,059

$
170.42
 
109,059

$
351,777,442

Total
 
161,215



 
161,215






ITEM 3.  DEFAULTS UPON SENIOR SECURITIE S

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.


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ITEM 5.  OTHER INFORMATION

Rule 10b5-1 Trading Plans

In accordance with the disclosure requirement set forth in Item 408 of Regulation S-K, the following table discloses any executive officer or director who is subject to the filing requirements of Section 16 of the Exchange Act that adopted a Rule 10b5-1 trading arrangement during the 13 weeks ended March 31, 2026. These trading arrangements are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).











Name
Title
Adoption Date
End Date (1)
Aggregate Number of Securities to be Sold

Sean G. Renfroe
General Counsel
3/11/2026
3/2/2027
425

(1) A trading plan may expire on such earlier date that all transactions under the trading plan are completed.

Other than as disclosed above, no other executive officer or director adopted, modified, or terminated a Rule 10b5-1 or a non-Rule 10b5-1 trading arrangement during the 13 weeks ended March 31, 2026.

ITEM 6. EXHIBITS



Exhibit No.
    
Description

31.1

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3

Certifications 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

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


TEXAS ROADHOUSE, INC.





Date: May 8, 2026
By:
/s/ GERALD L. MORGAN



Gerald L. Morgan



Chief Executive Officer, Executive Vice Chairman
(Principal Executive Officer)





Date: May 8, 2026
By:
/s/ MICHAEL S. LENIHAN



Michael S. Lenihan



Chief Financial Officer
(Principal Financial Officer)





Date: May 8, 2026
By:
/s/ KEITH V. HUMPICH



Keith V. Humpich
Chief Accounting and Financial Services Officer



(Principal Accounting Officer)










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