Texas Roadhouse Files 8-K: Director Changes & Officer Compensation

TL;DR

Texas Roadhouse 8-K: Director shuffle and exec pay details filed 8/15.

AI Summary

Texas Roadhouse, Inc. filed an 8-K on August 15, 2025, reporting on the departure of a director, election of new directors, appointment of officers, and compensatory arrangements. The filing also includes financial statements and exhibits.

Why It Matters

This filing provides insight into the company's leadership structure and executive compensation, which can impact strategic direction and investor confidence.

Risk Assessment

Risk Level: low — The filing is routine corporate governance and financial reporting, not indicating immediate operational or financial distress.

Key Players & Entities

• Texas Roadhouse, Inc. (company) — Registrant
• August 14, 2025 (date) — Earliest event reported
• August 15, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 6040 Dutchmans Lane, Louisville, KY 40205 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TXRH Nasdaq Global Select M
• $43,664 — in the above-referenced restaurant were $43,664 and $11,370, respectively. These amount
• $11,370 — -referenced restaurant were $43,664 and $11,370, respectively. These amounts do not ref
• $425,149 — Texas restaurant which entity has paid $425,149 to us for management and supervision fe
• $223,593 — upervision fees in fiscal year 2024 and $223,593 to us for management and supervision fe
• $50,406 — restaurant for the 2024 fiscal year was $50,406, and for the first 26 weeks ended July
• $20,315 — e first 26 weeks ended July 1, 2025 was $20,315. These amounts do not reflect compensat
• $497,499 — , Mr. Carroll received a base salary of $497,499, a cash incentive bonus of $351,643, an
• $351,643 — of $497,499, a cash incentive bonus of $351,643, and received 2,854 service based restr
• $490,000 b — nits, which were calculated by dividing $490,000 by the per share closing sales price of t
• $507,700 — , Mr. Carroll receives a base salary of $507,700, an annual short-term cash incentive op
• $252,350 — opportunity with a base target bonus of $252,350, and received 2,667 service based restr
• $504,700 b — nits, which were calculated by dividing $504,700 by the per share closing sales price of t
• $630,000 — nt establishes an annual base salary of $630,000. During the term of his employment agre
• $525,000 — opportunity with a base target bonus of $525,000 (which amount shall be prorated based o

Filing Documents

• tm2523108d1_8k.htm (8-K) — 62KB
• tm2523108d1_ex10-1.htm (EX-10.1) — 11KB
• tm2523108d1_ex10-2.htm (EX-10.2) — 12KB
• tm2523108d1_ex10-3.htm (EX-10.3) — 113KB
• 0001104659-25-079036.txt ( ) — 400KB
• txrh-20250814.xsd (EX-101.SCH) — 3KB
• txrh-20250814_lab.xml (EX-101.LAB) — 33KB
• txrh-20250814_pre.xml (EX-101.PRE) — 22KB
• tm2523108d1_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) On August 14, 2025, the Board of Directors (the " Board ") of Texas Roadhouse, Inc. (the " Company" ), appointed Gerald L. Morgan as Executive Vice Chairman of the Company, effective as of August 14, 2025. Mr. Morgan will continue to serve as Chief Executive Officer of the Company, and his appointment is a part of the Company's long-term succession planning for the Board of Directors. As Executive Vice Chairman of the Company, Mr. Morgan will be responsible for presiding over the meetings of the Board in the absence of the Chairman of the Board and will perform such other duties as may be assigned to the Executive Vice Chairman by the Board. In connection with such appointment, Texas Roadhouse Management Corp. and Mr. Morgan entered into a First Amendment to the Employment Agreement dated August 14, 2025. Additionally, on August 14, 2025, the Board adjusted the title for Christopher C. Colson from the Company's Chief Legal and Administrative Officer to the Company's Chief Business and Administrative Officer in order to reflect new responsibilities, effective as of August 14, 2025. Following Hugh Carroll's retirement from the Company at the end of the 2025 calendar year as more particularly described below, Mr. Colson will oversee the Company's international franchising and development activities. In addition to overseeing the Company's legal department, Mr. Colson has been responsible for managing the Company's human resources (people) department since 2021, including risk and asset protection, talent acquisition, compensation and benefits, payroll, and corporate compliance, as well as providing business support and strategy for the Company. Mr. Colson will continue to serve as the Company's Corporate Secretary. In connection with such change in title, Texas Roadhouse Management Corp. and Mr. Colson ente

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan dated August 14, 2025 10.2 First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Christopher C. Colson dated August 14, 2025 10.3 Executive Employment Agreement between Texas Roadhouse Management Corp. and Lloyd Paul Marshall dated August 14, 2025 104 Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) 5 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 hereunto duly authorized. TEXAS ROADHOUSE, INC. Date: August 15, 2025 By: /s/ Gerald L. Morgan Gerald L. Morgan Chief Executive Officer and Executive Vice Chairman 6