8-K – 2026-03-05 – tm267926d1_8k.htm

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0001289460

0001289460

2026-03-05
2026-03-05

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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):
March 5, 2026

 

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.

 

(d)             On
March 5, 2026, the Board of Directors (the “ Board ”) of Texas Roadhouse, Inc. (the “ Company ”),
appointed Elizabeth K. Ingram to the Board. Ms. Ingram, age 55, was appointed to the Board because of her chief executive and board of
directors experience as well as her extensive knowledge of the restaurant industry and marketing background. Ms. Ingram is the Chief Executive
Officer and Chair of the Board of Directors of White Castle System, Inc., a restaurant chain with approximately 350 locations and a manufacturing
business that sells products to retailers in all 50 states. She has served as CEO of White Castle System, Inc. since 2016 and Chair of
the Board of Directors since 2021. Ms. Ingram has served on the Board of Directors of M/I Homes, Inc. (NYSE: MHO) since 2019, where she
also serves as the chair of the audit committee and as a member of the executive compensation committee. She also serves as the Chair
of the Board of Directors of OhioHealth, where she also serves as the chair of the compensation committee, and is a member of the governing
committee for The Columbus Foundation. Ms. Ingram will not initially serve on any of the Board’s committees.

 

In connection with her appointment,
the Board determined that Ms. Ingram qualifies as an independent director in accordance with the Nasdaq Stock Market’s Listing rules.
There were no arrangements or understandings between Ms. Ingram and any other persons pursuant to which Ms. Ingram was selected as a director.
Ms. Ingram does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

On March 5, 2026, the Company
issued a press release relating to the contents of this Current Report on Form 8-K. A copy of the press release is furnished with this
Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

(d)           Exhibits

 

99.1 Press Release issued by the Company on March 5, 2026.

     

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

The information in this Current Report on Form
8-K at Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information will not be incorporated
by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated by reference.

 

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SIGNATURE 

 

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: March 5, 2026
By:
/s/ Gerald L. Morgan

 
 
Gerald L. Morgan

 
 
Chief Executive Officer and Executive Vice Chairman

 

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