What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-27 compared with 2025-02-28 · 106 added, 123 removed, 358 unchanged (39% of the section changed)

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The number of holders of record of our common stock as of February 18, 2026 was 146.

On February 19, 2025, our Board declared a quarterly dividend of $0.68 per share of common stock which will be distributed on April 1, 2025 to shareholders of record at the close of business on March 18, 2025.

On February 18, 2026, our Board declared a quarterly dividend of $0.75 per share of common stock which will be distributed on March 31, 2026 to shareholders of record at the close of business on March 17, 2026.

The declaration and payment of cash dividends on our common stock is at the discretion of our Board, and any decision to declare a dividend will be based on a number of factors including, but not limited to, earnings, financial condition, applicable covenants under our credit facility and other contractual restrictions, or other factors deemed relevant.

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In 2008, our Board approved our first stock repurchase program.

From inception through December 31, 2024, we have paid $763.3 million through our authorized stock repurchase programs to repurchase 21,958,130 shares of our common stock at an average price per share of $34.76.

On March 17, 2022, the Board approved a stock repurchase program for the repurchase of up to $300.0 million of our common stock.

This stock repurchase program has no expiration date.

All repurchases to date have been made through open market transactions.

The timing and amount of any repurchases through this program are determined by management under parameters approved 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.

From inception through December 30, 2025, we have paid $913.3 million, excluding excise taxes, through our authorized stock repurchase programs to repurchase 22,827,137 shares of our common stock at an average price per share of $40.01.

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 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.

In 2025, we paid $150.0 million, excluding excise taxes, to repurchase 869,007 shares of our common stock.

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Under the Plans

September 25 to October 22

October 1 to October 28

October 29 to November 25

November 26 to December 30

On February 19, 2025, our Board approved a stock repurchase program for the repurchase of up to $500.0 million of our common stock.

Any repurchases under this plan will be made by the Company through open market transactions.

This stock repurchase program has no expiration date and replaces the previous stock repurchase program which was approved in 2022.

Stock Performance Graph

The following graph sets forth the cumulative total shareholder return experienced by holders of the Company’s common stock compared to the cumulative total return of the S&P 500 Index as well as the industry specific S&P Composite 1500 Restaurant Sub-Index for the five year period ended December 30, 2025, the last trading day of our fiscal year.

The graph assumes the values of the investment in our common stock and each index was $100 on January 1, 2020 and the reinvestment of all dividends paid during the period of the securities comprising the indices.

The graph assumes the values of the investment in our common stock and each index was $100 on December 29, 2020 and the reinvestment of all dividends paid during the period of the securities comprising the indices.

The stock price performance shown on the graph below does not indicate future performance.

Comparison of Cumulative Total Return Since January 1, 2020

Comparison of Cumulative Total Return Since December 29, 2020

Texas Roadhouse, Inc.

S&P 500 Index

S&P Composite 1500 Restaurant Sub-Index

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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 consolidated statements of income.

Of the 666 company restaurants, we operated 608 as Texas Roadhouse restaurants, 49 as Bubba’s 33 restaurants, and nine as Jaggers restaurants.

Of the 714 company restaurants, we operated 648 as Texas Roadhouse restaurants, 56 as Bubba’s 33 restaurants, and ten as Jaggers restaurants.

● 102 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 consolidated statements of income.

Of the 118 franchise restaurants, 56 were domestic Texas Roadhouse restaurants, four were domestic Jaggers restaurants, 57 were international Texas Roadhouse restaurants, including one restaurant in a U.S.

Of the 102 franchise restaurants, 36 were domestic Texas Roadhouse restaurants, five were domestic Jaggers restaurants, 60 were international Texas Roadhouse restaurants, including two restaurants in a U.S.

territory, and one was an international Jaggers restaurant.

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We operate on a fiscal year that ends on the last Tuesday in December.

Fiscal year 2024 was 53 weeks in length and, as such, the fourth quarter of fiscal 2024 was 14 weeks in length.

Fiscal years 2023 and 2022 were both 52 weeks in length, and the fourth quarters were both 13 weeks in length.

Fiscal year 2025 was 52 weeks in length, and the fourth quarter was 13 weeks in length.

Fiscal year 2024 was 53 weeks in length, and the fourth quarter was 14 weeks in length.

Long-term Strategies to Grow Earnings Per Share and Create Shareholder Value

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We have entered into area development and franchise agreements for the development and operation of Texas Roadhouse restaurants in numerous foreign countries and one U.S.

We have also entered into domestic and international area development agreements for Jaggers, our fast-casual concept.

In 2024, we opened 31 company restaurants while our franchise partners opened 14 restaurants.

The company restaurants included 26 Texas Roadhouse restaurants, four Bubba’s 33 restaurants, and one Jaggers restaurant.

The franchise restaurants included 11 international Texas Roadhouse restaurants, including one restaurant in a U.S.

territory, two domestic Jaggers restaurants, and our first international Jaggers restaurant.

We have also entered into domestic and international area development agreements for Jaggers.

In 2025, we opened 28 company restaurants while our franchise partners opened four restaurants.

The company restaurants included 20 Texas Roadhouse restaurants, seven Bubba’s 33 restaurants, and one Jaggers restaurant.

The franchise restaurants included three international Texas Roadhouse restaurants, including one restaurant in a U.S.

territory, and one domestic Jaggers restaurant.

● Maintaining and/or Improving Restaurant Level Profitability.

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We also continue to make a number of building modifications and/or expansions to existing restaurants in order to better accommodate increased dine-in and to-go sales.

These modifications include room expansions which add additional guest seating, the addition of to-go areas, and cooler expansions to accommodate higher inventory levels.

In recent years, we have relocated several existing Texas Roadhouse locations at or near the end of their associated lease or as a result of eminent domain which allowed us to move to a better site, update them to a current prototypical design, construct a larger building with more seats and greater number of available parking spaces, accommodate increased to-go sales, and/or obtain more favorable lease terms.

These modifications include room expansions which add additional guest seating and cooler expansions to accommodate higher inventory levels.

In recent years, we have relocated a number of existing Texas Roadhouse locations at or near the end of their associated lease or as a result of eminent domain which allowed us to move to a better site, update them to a current prototypical design, construct a larger building with more seats and greater number of available parking spaces, accommodate increased to-go sales, and/or obtain more favorable lease terms.

We continue to evaluate these opportunities particularly as it relates to older locations with strong sales.

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In 2011, our Board declared our first quarterly dividend of $0.08 per share of common stock which has consistently grown over time.

On February 19, 2025, the Board declared a quarterly cash dividend of $0.68 per share of common stock, representing an 11% increase compared to the quarterly dividend declared in the prior year period.

On February 18, 2026, the Board declared a quarterly cash dividend of $0.75 per share of common stock, representing a 10% increase compared to the quarterly dividend declared in the prior year period.

In 2008, the Board approved our first stock repurchase program.

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● 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 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.

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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, but do not have a direct impact on restaurant-level operational efficiency and performance, including general and administrative expenses.

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.

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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.

Franchise Royalties and Fees.

Franchise royalties consist of royalties, as defined in our franchise agreement, paid to us by our domestic and international franchisees.

Royalties and Franchise Fees.

Royalties consist of franchise royalites, 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.

Revenues related to our royalty-based retail products are also included within franchise royalties and fees.

Food and Beverage Costs.

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Restaurant Other Operating Expenses.

Restaurant other operating expenses consist of all other restaurant- level operating costs, the major components of which are supplies, profit sharing incentive compensation for our restaurant managing partners and market partners, utilities, credit card fees, general liability insurance, advertising, repairs and maintenance, property taxes, and outside services.

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.

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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 December 31, 2024 and December 26, 2023, we owned a 5.0% to 10.0% equity interest in 20 domestic franchise restaurants.

We owned a 5.0% to 10.0% equity interest in 14 and 20 domestic franchise restaurants as of December 30, 2025 and December 31, 2024, respectively.

Net Income Attributable to Noncontrolling Interests.

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2025 Financial Highlights

Total revenue increased $741.7 million or 16.0% to $5.4 billion in 2024 compared to $4.6 billion in 2023 primarily due to an increase in comparable restaurant sales and an increase in store weeks.

Comparable restaurant sales and store weeks increased 8.5% and 7.5%, respectively, at company restaurants in 2024.

Total revenue increased $504.7 million or 9.4% to $5.9 billion in 2025 compared to $5.4 billion in 2024 primarily due to an increase in store weeks and comparable restaurant sales partially offset by lapping the benefit of the additional week which added $114.7 million in revenue in 2024.

Store weeks and comparable restaurant sales increased 5.0% and 4.9%, respectively, at company restaurants in 2025 compared to 2024.

The increase in store weeks was due to new store openings and the acquisition of franchise restaurants.

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 benefit of the additional week in 2024.

The additional week added $114.7 million in revenue and a 2% benefit to store week growth.

Net income increased $128.7 million or 42.2% to $433.6 million in 2024 compared to $304.9 million in 2023 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 42.5% to $6.47 from $4.54 in the prior year primarily due to the increase in net income.

Diluted earnings per share growth was positively impacted by approximately 5% as a result of the additional week.

Restaurant margin dollars increased $207.8 million or 29.4% to $915.8 million in 2024 compared to $708.0 million in 2023 primarily due to higher sales.

Restaurant margin, as a percentage of restaurant and other sales, increased to 17.1% in 2024 compared to 15.4% in 2023.

The increase in restaurant margin, as a percentage of restaurant and other sales, was primarily driven by higher sales.

The benefit of a higher average guest check and labor productivity more than offset wage and other labor inflation of 4.6% and commodity inflation of 0.7%.

In addition, capital allocation spend in 2024 included capital expenditures of $354.3 million, dividends of $162.9 million, and repurchases of common stock of $79.8 million.

Net income decreased $28.0 million or 6.5% to $405.6 million in 2025 compared to $433.6 million in 2024 primarily due to lower restaurant margin dollars, as described below, and higher depreciation and amortization expenses partially offset by lower income tax expense.

In addition, income tax expense decreased due to the decrease in profitability.

Diluted earnings per share decreased 5.8% to $6.10 from $6.47 in 2024 due to the decrease in net income partially offset by the impact of share repurchases.

Diluted earnings per share growth was negatively impacted by approximately 4% as a result of the additional week in 2024.

Restaurant margin dollars decreased $10.1 million or 1.1% to $905.7 million in 2025 compared to $915.8 million in 2024 primarily due to an increase in food and beverage costs and lapping the benefit of the additional week in the prior year partially offset by higher sales.

Restaurant margin, as a percentage of restaurant and other sales, decreased to 15.5% in 2025 compared to 17.1% in 2024.

The decrease in restaurant margin, as a percentage of restaurant and other sales, was primarily due to commodity inflation of 6.1% and wage and other labor inflation of 3.7% partially offset by higher sales.

In addition, capital allocation spend in 2025 included capital expenditures of $388.0 million, franchise acquisitions of $107.5 million, dividends of $180.3 million, and repurchases of common stock of $150.0 million.

Results of Operations

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December 31, 2024

(In thousands)

Consolidated Statements of Income:

Restaurant and other sales

Franchise royalties and fees

Royalties and franchise fees

Total revenue

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Income from operations

Franchise royalties and fees

Royalties and franchise fees

Depreciation and amortization

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Franchise openings - International

Franchise closings - International

Balance at December 30, 2025

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Increase in average unit volume

Total increase in restaurant sales

Total increase in restaurant and other sales

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Restaurants less than six months old (8 and 8 units)

(1) Average unit volume restaurants include restaurants 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.

(2) Includes the impact of the year-over-year change in sales volume of all Jaggers restaurants, along with Texas Roadhouse and Bubba’s 33 restaurants open less than six months before the beginning of the period measured and, if applicable, the impact of restaurants permanently closed or acquired during the period.

(1) For comparative purposes, 2024 was adjusted to include 52 weeks.

(2) Average unit volume restaurants include restaurants 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 2025 was primarily attributable to an increase in store weeks and an increase in comparable restaurant sales.

The increase in store weeks was driven by the opening of new restaurants and the 2% benefit of the additional week in 2024.

The increase in comparable restaurant sales growth 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.

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.

Guest traffic counts

Per person average check

Comparable restaurant sales growth

Comparable restaurant sales

To-go sales as a percentage of restaurant sales were 13.6% in 2025 compared to 12.8% in 2024 and average weekly to-go sales were $21,973 in 2025 compared to $19,940 in 2024.

Per person average check for 2025 includes the benefit of menu price increases of approximately 1.4% and 1.7% implemented in Q2 2025 and Q4 2025, respectively.

We implemented menu price increases of approximately 2.2% and 2.7% in Q2 2023 and Q4 2023, respectively.

In addition, we plan to implement a menu price increase of approximately 1.4% in early April.

In 2024, we opened 31 company restaurants, which included 26 Texas Roadhouse restaurants, four Bubba’s 33 restaurants, and one Jaggers restaurant.

In 2024, we had store week growth of approximately 7.5% across all concepts, including a benefit of 2% from the additional week.

In 2025, we expect store week growth of approximately 5% across all concepts, including a benefit of 2% from the acquisition of 13 domestic franchise restaurants at the beginning of our 2025 fiscal year.

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.

The net impact of these items was $(9.8) million and $(5.4) million for 2024 and 2023, respectively.

The change was driven primarily by increased third-party gift card fee amortization from increased gift card sales and a decrease in our breakage adjustment recorded in 2024 of $0.6 million compared to $3.7 million recorded in 2023.

The breakage adjustments relate to changes in our estimate of gift card breakage due to a shift in our historic redemption pattern which indicated that the percentage of gift cards sold that are not expected to be redeemed had increased.

Franchise Royalties and Fees

Franchise royalties and fees increased by $4.4 million or 16.1% compared to 2023.

The increases were due to comparable franchise restaurant sales growth and new store openings partially offset by $1.5 million related to the reclassification of certain items that were reported in general and administrative expenses in our consolidated statement of income in 2023.

Franchise comparable restaurant sales increased 6.4% in 2024.

In 2024, our franchise partners opened 11 international Texas Roadhouse restaurants, including one in a U.S.

territory, two domestic Jaggers restaurants, and one international Jaggers restaurant.

In addition, two international Texas Roadhouse restaurants closed during the year.

We implemented menu price increases of approximately 2.2% and

0.9% in Q2 2024 and Q4 2024, respectively.

In addition, we plan to implement a menu price increase of approximately 1.9% in Q2 2026.

In 2025, we opened 28 company restaurants, which included 20 Texas Roadhouse restaurants, seven Bubba’s 33 restaurants, and one Jaggers restaurant.

In 2025, we had store week growth of approximately 5.0% across all concepts, including a benefit from franchise acquisitions in 2025, offset by lapping the impact of the additional week in 2024.

In 2026, we expect store week growth of 5% to 6% across all concepts, including the impact of franchise acquisitions.

Royalties and Franchise Fees

Royalties and franchise fees decreased $0.6 million or 2.0% in 2025 compared to 2024.

The decrease in 2025 was due to decreased royalties related to the franchise stores that were acquired, partially offset by increased royalties related to our royalty-based retail products that rolled out in 2024.

Food and Beverage Costs

Food and beverage costs, as a percentage of restaurant and other sales, decreased to 33.4% in 2024 compared to 34.6% in 2023.

The decrease was primarily driven by the benefit of a higher average guest check partially offset by commodity inflation of 0.7% in 2024 primarily due to higher beef costs.

In 2025, we expect commodity inflation of 3% to 4% for the year with prices locked for approximately 40% of our forecasted costs and the remainder subject to floating market prices.

Food and beverage costs, as a percentage of restaurant and other sales, increased to 35.0% in 2025 compared to 33.4% in 2024.

The increase was primarily driven by commodity inflation of 6.1% in 2025, due to higher beef costs, and shifts within the menu, partially offset by the benefit of a higher guest check.

In 2026, we expect commodity inflation of approximately 7% for the year with prices locked for approximately 45% of our 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 33.1% in 2024 compared to 33.4% in 2023.

The decrease was primarily driven by the benefit of a higher guest check and labor productivity partially offset by wage and other labor inflation of 4.6% in 2024.

Restaurant labor expenses, as a percentage of restaurant and other sales, increased to 33.3% in 2025 compared to 33.1% in 2024.

The increase was primarily driven by wage and other labor inflation of 3.7% in 2025, partially offset by the benefit of a higher guest check and labor productivity.

Wage and other labor inflation was driven by higher wage and benefit expense due to labor market pressures along with increases in state-mandated minimum and tipped wage rates and increased investment in our people.

In 2025, we anticipate our labor costs will continue to be pressured by wage and other labor inflation of 4% to 5%.

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 2024 compared to 1.6% in 2023.

The decrease was driven by the increase in average unit volume partially offset by higher rent expense at our newer restaurants.

Restaurant rent expense, as a percentage of restaurant and other sales, increased to 1.6% in 2025 compared to 1.5% in 2024.

The increase was driven by higher rent expense at our recently acquired restaurants and newer restaurants, partially offset by the increase in average unit volume.

Restaurant Other Operating Expenses

Restaurant other operating expenses, as a percentage of restaurant and other sales, decreased to 14.6% in 2025 compared to 14.9% in 2024.

The decrease was driven by the increase in average unit volume partially offset by higher incentive compensation expense and higher general liability insurance expense.

The increase in incentive compensation expense was due to favorable operating results and the increase in general liability insurance expense was due to unfavorable claims experience and an increase in retention levels.

The decrease was driven by lower incentive compensation expense, the increase in average unit volume, and lower general liability insurance expense of $2.7 million, partially offset by higher credit card fees and utilities expenses.

Restaurant Pre-opening Expenses

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Depreciation and Amortization Expenses

Depreciation and amortization expenses, as a percentage of revenue, were 3.3% in both 2024 and in 2023.

The increase in average unit volume was offset by higher depreciation expense at our newer restaurants.

Depreciation and amortization expenses, as a percentage of revenue, increased to 3.5% in 2025 compared to 3.3% in 2024.

The increase was driven by higher depreciation at our newer restaurants and intangible asset amortization expense related to the acquisition of franchise rights, partially offset by the increase in average unit volume.

Impairment and Closure Costs, Net

Impairment and closure costs, net were $0.3 million and $1.2 million in 2025 and 2024, respectively.

In 2025, impairment and closure costs, net related to restaurant relocations.

In 2024, impairment and closure costs, net included $0.8 million related to the impairment of a building at a previously relocated store and $0.4 million related to ongoing closure costs for stores which have been relocated.

In 2023, impairment and closure costs, net primarily related to ongoing closure costs for stores which have been relocated.

General and Administrative Expenses

General and administrative expenses, as a percentage of total revenue, decreased to 3.9% in 2025 compared to 4.2% in 2024.

The decrease was driven by the increase in average unit volume and a separation payout of $2.6 million in Q1 2023, related to the retirement of an executive officer, partially offset by higher restricted stock expense and incentive compensation expense.

The increase in restricted stock expense was primarily due to shifting our restricted stock grants from quarterly to annually.

The decrease was driven by the increase in average unit volume, lower incentive compensation expense, and lower restricted stock expense due to lapping the impact of the shift in the timing of our restricted stock grants from quarterly to annually.

Interest Income, Net

Interest income, net was $3.1 million in 2025 compared to $6.8 million in 2024.

The increase was driven by increased earnings on our cash and cash equivalents and decreased borrowings on our revolving credit facility in 2024.

The decrease was driven by decreased earnings on our cash and cash equivalents.

Equity Income from Investments in Unconsolidated Affiliates

Equity income was $2.9 million in 2025 compared to $1.2 million in 2024.

The decrease in 2024 was primarily driven by a $0.6 million gain on the acquisition of four of these affiliates in 2023 partially offset by increased earnings on these remaining affiliates.

The increase in 2025 was driven by a $2.2 million gain on the acquisition of six of these affiliates partially offset by decreased earnings from fewer affiliates.

Income Tax Expense

Our effective tax rate increased to 15.3% in 2024 compared to 12.5% in 2023.

The increase was driven by a decrease in the impact of the FICA tip tax credit, due to increased profitability.

Our effective tax rate decreased to 13.8% in 2025 compared to 15.3% in 2024.

The decrease was driven by an increase in the impact of the FICA tip tax credit.

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.

We manage our restaurant and franchising operations by concept and as a result 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.

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In addition, corporate-related assets, depreciation and amortization, and capital expenditures are also included in Other.

Management uses restaurant margin as the primary measure for assessing performance of our segments.

The chief operating decision maker ("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 chief operating decision maker to evaluate restaurant-level operating efficiency and performance.

Restaurant margin is used by our CODM to evaluate 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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Texas Roadhouse

In our Texas Roadhouse reportable segment, restaurant margin dollars increased $193.8 million or 28.9% in 2024.

The increase was primarily due to higher sales and improved labor productivity partially offset by wage and other labor inflation as well as higher general liability insurance expense.

In our Texas Roadhouse reportable segment, restaurant margin dollars decreased $13.4 million or 1.5% in 2025.

The decrease was primarily due to higher food and beverage costs driven by commodity inflation and lapping the benefit of the additional week in the prior year, partially offset by higher sales.

In our Bubba’s 33 reportable segment, restaurant margin dollars increased $2.8 million or 6.0% in 2025.

The increase was primarily due to higher sales and improved labor productivity partially offset by wage and other labor inflation.

The increase was primarily due to higher sales partially offset by higher food and beverage costs driven by commodity inflation, an increase in general liability insurance expense, and lapping the benefit of the additional week in the prior year.

Liquidity and Capital Resources

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Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Net cash provided by operating activities was $730.1 million in 2025 compared to $753.6 million in 2024.

The increase was primarily due to an increase in net income, an increase in depreciation and amortization expense, and a favorable change in working capital.

The decrease was primarily due to a decrease in net income and an unfavorable change in working capital partially offset by an increase in depreciation and amortization expense.

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.

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Net cash used in investing activities was $482.8 million in 2025 compared to $336.9 million in 2024.

The decrease was primarily due to the acquisition of franchise stores in 2023 partially offset by an increase in capital expenditures in 2024.

The increase was primarily due to the acquisition of franchise stores in 2025 and an increase in capital expenditures.

The increase in capital expenditures is due to an increase in restaurant relocations, restaurant refurbishments and expansions, and the purchase of our Support Center for approximately $22.8 million.

These increases were partially offset by a decrease in the timing of new company restaurant spend.

We require capital principally for the development of new company restaurants, the refurbishment or relocation of existing restaurants, and the acquisition of franchise restaurants, as applicable.

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Total capital expenditures

Our future capital requirements will primarily depend on the number and mix of new restaurants we open, the timing of those openings, and the restaurant prototype developed in a given fiscal year.

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.

We intend to satisfy our capital requirements over the next 12 months with cash on hand, net cash provided by operating activities, and as 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 $357.8 million in 2025 compared to $275.7 million in 2024.

The increase is primarily due to an increase in share repurchases and an increase in our quarterly dividend payments partially offset by the $50 million repayment of our revolving credit facility in 2023.

On March 17, 2022, our Board approved a stock repurchase program for the repurchase of up to $300.0 million of our common stock.

This stock repurchase program has no expiration date.

All repurchases to date under our stock repurchase programs have been made through open market transactions.

The increase is primarily due to an increase in share repurchases and an increase in quarterly dividends.

On February 19, 2025, our Board authorized the payment of a quarterly dividend of $0.68 per share of common stock compared to the quarterly dividend of $0.61 per share of common stock declared in 2024.

The payments of quarterly dividends totaled $180.3 million and $162.9 million in 2025 and 2024, respectively.

On February 18, 2026, our Board declared a quarterly cash dividend of $0.75 per share of common stock.

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.

In 2025, we paid $150.0 million, excluding excise taxes, to repurchase 869,007 shares of our common stock.

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As of December 30, 2025, $380.0 million remained under our authorized stock repurchase program.

On February 19, 2025, our Board approved a stock repurchase program for the repurchase of up to $500.0 million of our common stock.

Any repurchases under this plan will be made by the Company through open market transactions.

This stock repurchase program has no expiration date and replaces the previous stock repurchase program which was approved in 2022.

On February 14, 2024, our Board authorized the payment of a quarterly dividend of $0.61 per share of common stock compared to the quarterly dividend of $0.55 per share of common stock declared in 2023.

The payment of quarterly dividends totaled $162.9 million and $147.2 million in 2024 and 2023, respectively.

On February 19, 2025, our Board declared a quarterly cash dividend of $0.68 per share of common stock.

We paid distributions of $10.4 million and $8.0 million in 2024 and 2023, respectively, to equity holders of our majority-owned company restaurants.

We maintain a revolving credit facility (the "credit facility") with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A.

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 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 May 1, 2026.

The credit facility has a maturity date of April 24, 2030.

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.

As of December 26, 2023, we had no outstanding balance on the credit facility and had $295.3 million of availability, net of $4.7 million of outstanding letters of credit.

As of December 31, 2024, we had no outstanding borrowings under the previous credit facility and had $296.8 million of availability, net of $3.2 million of outstanding letters of credit.

The interest rate for the credit facility as of December 30, 2025 and December 31, 2024 was 4.81% and 5.47%, respectively.

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Refer to Notes 5, 8, and 13 to the consolidated financial statements for details of contractual obligations.

As of December 31, 2024 and December 26, 2023, we were contingently liable for $9.4 million and $10.4 million, respectively, for seven lease guarantees.

As of December 30, 2025 and December 31, 2024, we are contingently liable for $7.8 million for five lease guarantees and $9.4 million for seven lease guarantees, respectively.

These amounts represent the maximum potential liability of future payments under the guarantees.

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In our evaluation of restaurants that do not meet the cash flow threshold, we estimate future undiscounted cash flows from operating the restaurant over the remaining useful life of the primary asset, which is the building or the operating lease right-of-use asset.

In the estimation of future cash flows, we consider the

period of time the restaurant has been open, the trend of operations over such period, and future periods and expectations for future sales growth.

In the estimation of future cash flows, we consider the period of time the restaurant has been open, the trend of operations over such period, and future periods and expectations for future sales growth.

We limit assumptions about important factors such as trend of future operations and sales growth to those that are supportable based upon our plans for the restaurant and actual results at comparable restaurants.

Both qualitative and quantitative information are considered when evaluating for potential impairments.

As we assess the ongoing expected cash flows and carrying amounts of our long- lived assets, these factors could cause us to realize a material impairment charge.

As we assess the

ongoing expected cash flows and carrying amounts of our long-lived assets, these factors could cause us to realize a material impairment charge.

Based on our reviews performed on the cash flows of our restaurants, the carrying amount associated with restaurants deemed at risk for impairment is not material to our consolidated financial statements.

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If these assumptions change in the future, we may be required to record impairment charges for these assets.

In 2024, we recorded impairment and closure costs, net of $1.2 million which related to the impairment of a building at a previously relocated store and ongoing closure costs for stores which have relocated.

In 2025, we recorded impairment and closure costs of $0.3 million related to restaurant relocations.

Refer to Note 17 in the consolidated financial statements for further discussion regarding impairment and closure costs recorded in 2025, 2024, and 2023.

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The fair value of the reporting unit may be based on several valuation approaches including capitalization of earnings, discounted cash flows, comparable public company market multiples, and comparable acquisition market multiples.

At December 31, 2024, our Texas Roadhouse reporting unit had allocated goodwill of $169.7 million.

At December 30, 2025, our Texas Roadhouse reporting unit had goodwill of $242.2 million.

No other reporting units had goodwill balances.

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Effects of Inflation

During recent years, we have operated during periods of inflation, led primarily by wage and other labor inflation and commodity inflation.

During recent years, we have operated during periods of inflation, led primarily by commodity inflation and wage and other labor inflation.

Some of the impacts of inflation have been offset by menu price increases and other adjustments.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity