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0001289460

0001289460

2025-12-30
2025-12-30

iso4217:USD

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iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)
December 30, 2025

 

TEXAS
ROADHOUSE, INC.

(Exact name of registrant as specified in its
charter)

 

Delaware
 
000-50972
 
20-1083890

(State
or other jurisdiction
 
(Commission
 
(IRS
Employer

of
incorporation)
 
File
Number)
 
Identification
No.)

 

6040
Dutchmans Lane , Louisville ,
KY
 
40205

(Address
of principal executive offices)
 
(Zip
Code)

 

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

 

N/A

(Former name or former address, if changed since
last report.)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see
General Instruction A.2. below):

 

¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.             
¨

 

 

 

 

 

 

Item 5.02.  Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)             Pursuant
to the terms of the previously disclosed employment agreement with each of the principal executive officer, principal financial officer,
principal accounting officer and certain other Named Executive Officers, the Compensation Committee of the Board of Directors (the “ Board ”)
of Texas Roadhouse, Inc., a Delaware corporation (the “ Company ”), reserved the right to adjust compensation
for each such executive officer throughout the duration of the term of their respective employment agreement. On December 30, 2025,
the Compensation Committee exercised its discretion to adjust each executive officer’s compensation in the manner described in this
Current Report on Form 8-K with respect to each executive officer’s 2026 fiscal year service. Unless otherwise noted below,
the increase in compensation for the applicable executive officer reflects alignment with the target percentage parameters used by management
of the Company for compensation adjustments for support center employees during the Company’s annual review process.

 

Base Salary . Effective
as of January 8, 2026 and continuing thereafter until such time as an executive officer’s annual base salary is adjusted by
the Compensation Committee in accordance with the applicable employment agreement, the Compensation Committee establishes an annual base
salary as shown in the table below:

 

 
 
2026

($)
 

Jerry Morgan
 
 
1,475,000
 

Gina Tobin
 
 
762,000
 

Chris Colson
 
 
662,000
 

Travis Doster
 
 
662,000
 

Hernan Mujica
 
 
662,000
 

Paul Marshall
 
 
662,000
 

 

The base salary for Mike Lenihan
and Keith Humpich shall be the amount previously disclosed within the Current Report on Form 8-K dated December 1, 2025.

 

Incentive Bonus.  
On December 30, 2025, the Compensation Committee established an annual short-term cash incentive opportunity with a target bonus
as set forth in the table below relating to each executive officer’s 2026 fiscal year service. The targets are currently based upon
pre-tax profits, comparable restaurant traffic growth, and store week growth. Depending on the level of achievement of the goals, the
bonus may be reduced to a minimum of $0 or increased to a maximum of two times (or a minimum of 50% or increased to a maximum of 150%
for Mr. Humpich) the base target amount under the current incentive compensation policy of the Compensation Committee of the Board.
When certifying the level of achievement of the goals, the Compensation Committee reserves the right to either apply the applicable minimum
or maximum caps to the entirety of bonus amount or to each applicable bonus metric but in any event subject to the minimum bonus amount
and maximum bonus amount described in the table below.

 

 
 
2026

Target Bonus

($)
 
 
2026

Minimum Bonus

($)
 
 
2026

Maximum Bonus

($)
 

Jerry Morgan
 
 
1,475,000
 
 
 
0
 
 
 
2,950,000
 

Gina Tobin
 
 
762,000
 
 
 
0
 
 
 
1,524,000
 

Chris Colson
 
 
551,000
 
 
 
0
 
 
 
1,102,000
 

Travis Doster
 
 
551,000
 
 
 
0
 
 
 
1,102,000
 

Hernan Mujica
 
 
551,000
 
 
 
0
 
 
 
1,102,000
 

Paul Marshall
 
 
551,000
 
 
 
0
 
 
 
1,102,000
 

Mike Lenihan
 
 
525,000
 
 
 
0
 
 
 
1,050,000
 

Keith Humpich
 
 
300,000
 
 
 
150,000
 
 
 
450,000
 

 

2

 

 

Stock Awards.  On
December 30, 2025, the Compensation Committee authorized the grant of the number of service-based restricted stock units equal to
the dollar amount described in the table below for each applicable executive officer with respect to their respective 2026 fiscal year
service. The number of service-based restricted stock units granted will be calculated by dividing the dollar amount described in the
table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading
day immediately preceding the date of the grant, with such quotient rounded up or down to the nearest 100 shares. Additionally, these
service-based restricted stock units will be granted on January 8, 2026 and will vest on January 8, 2027, provided the officer
is still employed as of the vesting date.

 

 
 
Restricted Stock Units

($)
 

Jerry Morgan
 
 
2,200,000
 

Gina Tobin
 
 
762,000
 

Chris Colson
 
 
496,000
 

Travis Doster
 
 
496,000
 

Hernan Mujica
 
 
496,000
 

Paul Marshall
 
 
496,000
 

 

The
amount of service-based restricted stock units for Mr. Lenihan and Mr. Humpich with respect to their respective 2026 fiscal
year service was previously disclosed within the Current Report on Form 8-K dated December 1, 2025.

 

Additionally,
on December 30, 2025, the Compensation Committee authorized the grant of the number of performance-based restricted stock units as
described in the table below for those executive officers listed below. The
number of performance-based restricted stock units granted will be calculated by dividing the target dollar amount described in the table
below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately
preceding the date of the grant, with such quotient rounded up or down to the nearest 100 shares. Additionally, these performance-based
restricted stock units will be granted on January 8, 2026 and will vest on January 8, 2029, subject to the achievement of defined
goals established by the Compensation Committee of the Board. The performance targets are currently based upon (i) earnings per share
growth of 33% as compared to the 2025 fiscal year and (ii) pre-tax profits. Depending on the level of achievement of the goals, the
number of performance-based restricted stock units may be reduced to zero or increased to a maximum of two times the target amount shown
below. When certifying the level of achievement of the goals, the Compensation Committee reserves the right to either apply the applicable
minimum or maximum caps to the entirety of performance amount or to each applicable performance metric but in any event subject to the
minimum target dollar amount and maximum target dollar amount described in the table below.

 

 
 
Target $ of
Performance-Based
Restricted Stock
Units
 
 
Minimum $ of
Performance-Based
Restricted Stock
Units
 

 
Maximum $ of
Performance-Based
Restricted Stock
Units
 

Jerry Morgan
 
 
2,200,000
 
 
 
0
 
 
 
4,400,000
 

Gina Tobin
 
 
762,000
 
 
 
0
 
 
 
1,524,000
 

Chris Colson
 
 
496,000
 
 
 
0
 
 
 
992,000
 

Travis Doster
 
 
496,000
 
 
 
0
 
 
 
992,000
 

Hernan Mujica
 
 
496,000
 
 
 
0
 
 
 
992,000
 

Paul Marshall
 
 
496,000
 
 
 
0
 
 
 
992,000
 

 

3

 

 

Finally, on December 30,
2025, the Compensation Committee authorized the grant of the number of long-term restricted stock units equal to the dollar amount described
in the table below for each applicable executive officer listed below. The number of long-term restricted stock units granted will be
calculated by dividing the dollar amount described in the table below by the per share closing sales price of the Company’s common
stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient rounded up
or down to the nearest 100 shares. The long-term restricted stock units for Mr. Morgan will be granted on January 8, 2026 and
will vest on January 8, 2031, provided Mr. Morgan is still providing service to the Company as of the vesting date. Additionally,
the long-term restricted stock units for the other executive officers listed below will be granted on January 8, 2026 and will vest
on January 8, 2028, provided the applicable officer is still employed as of the vesting date, and will contain a restriction that
such long-term restricted stock units may not be sold by the applicable officer for one year following the date such restricted stock
units vest.

 

 
 
Long-Term Service

Stock Units

($)
 

Jerry Morgan
 
 
11,000,000
 

Gina Tobin
 
 
2,000,000
 

Chris Colson
 
 
1,700,000
 

Travis Doster
 
 
1,700,000
 

Hernan Mujica
 
 
1,700,000
 

Paul Marshall
 
 
1,700,000
 

 

4

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
TEXAS ROADHOUSE, INC.

 
 
 

Date: December 31, 2025
By:
/s/ Gerald L. Morgan

 
 
Gerald L. Morgan

 
 
Chief Executive Officer and Executive Vice Chairman

 

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