Texas Roadhouse Files 8-K: Officer Changes & Compensation

Ticker: TXRH · Form: 8-K · Filed: 2025-12-02T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, officer-changes, compensation

TL;DR

Texas Roadhouse 8-K: Exec shakeup and pay details filed 12/2.

AI Summary

Texas Roadhouse, Inc. filed an 8-K on December 2, 2025, reporting events as of December 1, 2025. The filing includes information regarding the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements for certain officers. It also covers Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and executive compensation structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance and compensation matters without indicating any immediate financial distress or significant operational changes.

Key Players & Entities

FAQ

Who departed from Texas Roadhouse, Inc. as a director or officer?

The filing indicates the departure of directors or certain officers, but specific names are not detailed in the provided text.

Were there any new elections or appointments of officers?

Yes, the filing covers the election of directors and the appointment of certain officers.

What is the primary business of Texas Roadhouse, Inc. according to the filing?

The company is classified under RETAIL-EATING PLACES [5812].

When was the earliest event reported in this 8-K filing?

The earliest event reported was on December 1, 2025.

What is the principal executive office address for Texas Roadhouse, Inc.?

The principal executive offices are located at 6040 Dutchmans Lane, Louisville, KY 40205.

Filing Stats: 3,566 words · 14 min read · ~12 pages · Grade level 13.8 · Accepted 2025-12-01 18:00:31

Key Financial Figures

Filing Documents

02. Departure of Directors or

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 1, 2025 and following a nationwide search, the Board of Directors (the " Board ") of Texas Roadhouse, Inc., a Delaware corporation (the " Company "), appointed Michael Lenihan, age 52 , as Chief Financial Officer of the Company, effective as of December 3, 2025. In this role, Mr. Lenihan will be responsible for overseeing the Company's accounting, financial reporting, investor relations, tax, treasury, internal audit, and financial analysis functions, as well as serving as the Company's principal financial officer. Mr. Lenihan previously served as the Chief Financial Officer and Chief U.S. Development Officer for CKE Restaurants Holdings, Inc. from September 2023 to October 2025, where he led finance and U.S. development of the Hardee's and Carl's Jr. brands. In this role, he oversaw the financial planning and analysis, treasury, accounting, tax and shared services functions. He also served as the company's Chief Supply Chain Officer from October 2024 through February 2025. Prior to joining CKE Restaurants, Mr. Lenihan was with Yum! Brands Inc. (NYSE: YUM) from 2003 through 2023 where he served in various positions for Yum! corporate and the Pizza Hut and KFC brands, including Director of Corporate Planning (Yum! Brands), Senior Director of Business Development (Pizza Hut International), Vice President of Finance (Pizza Hut International), Vice President of Financial Planning and Analysis and IT Shared Services (Yum! Brands), and Vice President of Financial Planning and Analysis and Treasury (Yum! Brands), as well as other roles focused on strategic planning, mergers & acquisitions, and supply chain management. Mr. Lenihan has nearly 30 years of finance experience. Additionally, on December 1, 2025 and following his successful service as interim Chief Financial Officer, the Board appointed Keith

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 1, 2025, the Board appointed Sean Renfroe, age 45, as General Counsel of the Company, effective as of December 3, 2025. In this role, Mr. Renfroe will oversee the legal department including the corporate transactions, franchise, litigation, intellectual property, risk, and liquor license functions. He joined the Company in May 2013 serving as Senior Counsel, then Associate General Counsel – Corporate Transactions, where he served until his promotion to Vice President of Legal and Deputy General Counsel in May 2024. In this role, he oversaw the Company's entire real estate and franchise portfolio from a legal perspective and managed the Company's corporate transactions functions, as well as performed key legal operations, corporate governance, compliance, and securities services for the Company. He has also served as Assistant Secretary to the Board since 2017 where he assists the Corporate Secretary with public company and board matters. Before joining the Company, Mr. Renfroe worked in private practice in both Atlanta, Georgia and Louisville, Kentucky. Mr. Renfroe has almost 20 years of legal experience with nearly 15 years of restaurant industry experience. Mr. Renfroe 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. Additionally, on December 1, 2025, 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibit 10.1 Executive Employment Agreement between Texas Roadhouse Management Corp. and MichaelLenihan dated December 1, 2025 and having an effective date of December 3, 2025 Exhibit 10.2 Employment Agreement between Texas Roadhouse Management Corp. and Keith Humpichdated December 1, 2025 and having an effective date of December 3, 2025 Exhibit 99.1 Press Release dated December 1, 2025 104 Cover Page Interactive File (the cover page XBRL tags are embedded in 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. 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 1, 2025 By: /s/ Gerald L. Morgan Gerald L. Morgan Chief Executive Officer and Executive Vice Chairman 5

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