What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 225 added, 190 removed, 822 unchanged (34% of the section changed)

18 unchanged sentences

Rule 10b5-1 Trading Plans

In accordance with the disclosure requirement set forth in Item 408 of Regulation S-K, the following table discloses any executive officer or director who is subject to the filing requirements of Section 16 of the Exchange Act that adopted a Rule 10b5-1 trading arrangement during the fourth quarter ended December 31, 2024.

These trading arrangements are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Adoption Date

Aggregate Number of Securities to be Sold

Chief Executive Officer

(1) A trading plan may expire on such earlier date that all transactions under the trading plan are completed.

Other than as disclosed above, no other executive officer or director adopted, modified, or terminated a Rule 10b5-1 or a non-Rule 10b5-1 trading arrangement during the 14 weeks ended December 31, 2024.

During the 13 weeks ended December 30, 2025, no executive officer or director ado pted , modi fied , or termi nated a Rule 10b5-1 or a non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

35 unchanged sentences

Amended and Restated Bylaws for Texas Roadhouse, Inc.

dated as of May 16, 2024 (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K dated May 16, 2024)

Description of Securities

dated as of February 19, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 19, 2025)

Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

Form of Indemnification Agreement for Director and Executive Officer (incorporated by reference to Exhibit 10.1 of Registrant’s Annual Report on Form 10-K for the year ended December 28, 2021)

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Third Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., effective January 1, 2010 (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014)

Master Lease Agreement dated October 26, 2018 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2018)

Amended and Restated Credit Agreement dated as of August 7, 2017, by and among Texas Roadhouse Inc., and the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 7, 2017)

Assignment and Assumption Agreement between Texas Roadhouse Holdings LLC and Texas Roadhouse, Inc.

dated October 26, 2018 (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)

First Amendment to Paragon Centre Master Lease Agreement between Paragon Centre Holdings, LLC and Texas Roadhouse, Inc.

dated December 13, 2019 (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)

First Amendment to Amended and Restated Credit Agreement, dated as of May 11, 2020, by and among Texas Roadhouse, Inc., and the lenders named therein and JPMorgan Chase Bank, N.A.

as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on 8-K dated May 11, 2020)

Second Amendment to Amended and Restated Credit Agreement dated as of May 4, 2021 by and among Texas Roadhouse, Inc.

and the lenders named therein and JPMorgan Chase Bank, N.A.

as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 4, 2021)

Texas Roadhouse, Inc.

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and Christopher C.

Colson dated December 27, 2024

Colson dated December 27, 2024 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

Employment Agreement between Texas Roadhouse Management Corp.

and Travis C.

Doster dated December 27, 2024

Doster dated December 27, 2024 (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

Employment Agreement between Texas Roadhouse Management Corp.

and David Christopher Monroe dated December 27, 2024

and David Christopher Monroe dated December 27, 2024 (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

Employment Agreement between Texas Roadhouse Management Corp.

and Gerald L.

Morgan dated December 27, 2024

Morgan dated December 27, 2024 (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

Employment Agreement between Texas Roadhouse Management Corp.

and Hernan E.

Mujica dated December 27, 2024

Mujica dated December 27, 2024 (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

Employment Agreement between Texas Roadhouse Management Corp.

and Regina A.

Tobin dated December 27, 2024

Amendment No.

3 to Amended and Restated Credit Agreement dated May 19, 2023 by and among Texas Roadhouse, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8 ‑ K dated May 19, 2023)

Tobin dated December 27, 2024 (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

First Amendment to Employment Agreement between Texas Roadhouse Management Corp.

and Gerald L.

Morgan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 14, 2025)

First Amendment to Employment Agreement between Texas Roadhouse Management Corp.

and Christopher C.

Colson (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated August 14, 2025)

Executive Employment Agreement between Texas Roadhouse Management Corp.

and Lloyd Paul Marshall (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated August 14, 2025)

Form of Texas Roadhouse, Inc.

2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Non-Officers) (incorporated by reference to Exhibit 10.2 to Registrant’s of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 26, 2023)

Credit Agreement, dated as of April 24, 2025 by and among Texas Roadhouse, Inc., and the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 24, 2025)

Separation Agreement and Release of Claims dated June 9, 2025 by and between David Christopher Monroe and Texas Roadhouse Management Corp.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 9, 2025)

Executive Employment Agreement between Texas Roadhouse Management Corp.

and Michael Lenihan dated December 1, 2025 and having an effective date of December 3, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 1, 2025)

Employment Agreement between Texas Roadhouse Management Corp.

and Keith Humpich dated December 1, 2025 and having an effective date of December 3, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated December 1, 2025)

Texas Roadhouse, Inc.

Stock Trading Policy

Stock Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

List of Subsidiaries

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Texas Roadhouse, Inc.

Policy for Recovery of Incentive Compensation for Executive Officers dated November 9, 2023

Policy for Recovery of Incentive Compensation for Executive Officers dated November 9, 2023 (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024)

The following financial statements from the Texas Roadhouse, Inc.

8 unchanged sentences

/s/ Gerald L.

Chief Executive Officer, Director

Chief Executive Officer, Executive Vice Chairman

February 27, 2026

1 unchanged sentence

/s/ Gerald L.

Chief Executive Officer, Director

Chief Executive Officer, Executive Vice Chairman

February 27, 2026

(Principal Executive Officer)

Christopher Monroe

/s/ Michael S.

Chief Financial Officer

February 27, 2026

Christopher Monroe

(Principal Financial Officer)

Vice President of Finance

Chief Accounting and Financial Services Officer

February 27, 2026

1 unchanged sentence

/s/ Gregory N.

Chairman of the Board, Director

Chairman of the Board

February 27, 2026

2 unchanged sentences

Jane Grote Abell

February 27, 2026

/s/ Michael A.

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February 27, 2026

/s/ Kathleen M.

February 28, 2025

Report of Independent Registered Public Accounting Firm

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Potential indicators of impairment of long-lived assets

As discussed in Note 2 to the consolidated financial statements, the Company assesses long-lived assets, primarily related to restaurants held and used in the business, including property and equipment and right-of-use assets, for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a restaurant, or asset group, may not be recoverable.

Trailing 12-month cash flows under predetermined amounts at the individual restaurant level are the Company’s primary indicator that the carrying amount of a restaurant may not be recoverable.

As discussed in Note 2 to the consolidated financial statements, the Company assesses long-lived assets, primarily related to restaurants held and used in the business for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a restaurant, or an asset group, may not be recoverable.

Trailing 12-month cash flow results under predetermined amounts at the individual restaurant level are the Company’s primary indicator that the carrying amount of a restaurant may not be recoverable.

Property and equipment, net of accumulated depreciation, and the operating lease right-of-use assets, net as of December 30, 2025 were $1,803.8 million and $879.5 million, respectively

1 unchanged sentence

Subjective auditor judgement was required to evaluate the events or circumstances

indicating the carrying amount of an asset group may not be recoverable, including the determination of the cash flow thresholds and the utilization of trailing 12-month cash flows to identify a potential impairment trigger.

indicating the carrying amount of a restaurant may not be recoverable, including the determination of the cash flow thresholds and the utilization of trailing 12-month cash flow results to identify a potential impairment trigger.

The following are the primary procedures we performed to address this critical audit matter.

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We evaluated the Company’s methodology of using trailing 12-month cash flow results under predetermined thresholds at the individual restaurant level as a potential indicator of impairment.

Specifically, we evaluated the Company’s assessment of the factors considered, including the cash flows at the individual restaurant level and the cash flow thresholds used in the Company’s analysis.

We tested that those restaurants with trailing 12-month cash flows were evaluated for potential impairment triggers, and we compared trailing 12-month cash flows used in the Company’s analysis to historical financial data.

Specifically, we evaluated the Company’s assessment of the factors considered, including the cash flow results at the individual restaurant level and the cash flow thresholds used in the Company’s analysis.

We tested that those restaurants with trailing 12-month cash flows were evaluated for potential impairment triggers, and we compared the trailing 12-month cash flow results used in the Company’s analysis to historical financial data.

We also assessed other events and circumstances that could have been indicative of a potential impairment trigger by reviewing management’s development reports and related meeting minutes and the board of directors meeting minutes.

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Restaurant and other sales

Franchise royalties and fees

Royalties and franchise fees

Total revenue

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Income from operations

Interest income (expense), net

Interest income, net

Equity income from investments in unconsolidated affiliates

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Distributions to noncontrolling interest holders

Acquisition of noncontrolling interest

Dividends declared ($ 2.20 per share)

1 unchanged sentence

Indirect repurchase of shares for minimum tax withholdings

Repurchase of shares of common stock

( 2,734,005 )

Repurchase of shares of common stock, including excise taxes

Share-based compensation

1 unchanged sentence

Distributions to noncontrolling interest holders

Acquisition of noncontrolling interest, net of deferred taxes

Dividends declared ($ 2.44 per share)

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Balance, December 31, 2024

Noncontrolling interests in acquiree

Distributions to noncontrolling interest holders

Acquisition of noncontrolling interest, net of deferred taxes

Contribution from noncontrolling interest

Dividends declared ($ 2.72 per share)

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Acquisitions of franchise restaurants, net of cash acquired

Acquisitions of franchise rights

Purchases of debt securities

Proceeds from sale of investments in unconsolidated affiliates

4 unchanged sentences

Payments on revolving credit facility

Debt issuance costs

Proceeds from noncontrolling interest contribution

Distributions to noncontrolling interest holders

5 unchanged sentences

Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents—beginning of period

1 unchanged sentence

Supplemental disclosures of cash flow information:

Interest paid, net of amounts capitalized

Interest paid

Income taxes paid

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territory, and ten foreign countries.

Of the 102 franchise restaurants, there were 41 domestic and 61 international restaurants, including two in a U.S.

As of December 31, 2024, we owned and operated 666 restaurants and franchised an additional 118 restaurants in 49 states, one U.S.

territory, and ten foreign countries.

Of the 118 franchise restaurants, there were 60 domestic and 58 international restaurants, including one in a U.S.

As of December 26, 2023, we owned and operated 635 restaurants and franchised an additional 106 restaurants in 49 states and ten foreign countries.

Of the 106 franchise restaurants, 58 were domestic and 48 were international restaurants.

(2) Summary of Significant Accounting Policies

4 unchanged sentences

The operating results of these majority-owned restaurants are consolidated and the portion of income attributable to noncontrolling interests is recorded in the line item net income attributable to noncontrolling interests in our consolidated statements of income.

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

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

These unconsolidated restaurants are accounted for using the equity method.

2 unchanged sentences

We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks.

Fiscal year 2024 was 53 weeks in length and fiscal years 2023 and 2022 were 52 weeks in length.

Fiscal years 2025 and 2023 were 52 weeks in length and fiscal year 2024 was 53 weeks in length.

In fiscal year 2024, the additional week increased restaurant and other sales by $ 114.7 million and increased net income by approximately 5 % in our consolidated statements of income.

2 unchanged sentences

generally accepted accounting principles ("GAAP").

Significant items subject to such estimates and assumptions include the valuation of property and equipment, goodwill, lease liabilities and right-of-use assets, obligations related to insurance reserves, legal reserves, income taxes, and gift card breakage and fees.

Significant items subject to such estimates and assumptions include the valuation of property and equipment, intangible assets, goodwill, lease liabilities and right-of-use assets, obligations related to insurance reserves, legal reserves, income taxes, and gift card breakage and fees.

Actual results could differ from those estimates.

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Operating segments are defined as components of a company that engage in business activities from which it may earn revenue and incur expenses, and for which separate financial information is available and is regularly reviewed by the chief operating decision maker ("CODM") to assess the performance of the individual segments and make decisions about resources to be allocated to the segments.

The Company’s operating segments have been identified in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") ASC 280, Segment Reporting , as amended by ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure .

We have identified Texas Roadhouse, Bubba’s 33, Jaggers, and our retail initiatives as separate operating segments.

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These amounted to $ 50.9 million and $ 49.4 million at December 30, 2025 and December 31, 2024, respectively.

Receivables consist principally of amounts due from retail gift card providers, certain franchise restaurants for reimbursement of labor costs, pre-opening, and other expenses, and franchise restaurants for royalties and advertising fees.

Receivables consist principally of amounts due from retail gift card providers, vendor rebates, certain franchise restaurants for reimbursement of labor costs, pre-opening, and other expenses, and franchise restaurants for royalties and advertising fees.

Receivables are recorded at the invoiced amount and do not bear interest.

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These costs are included in prepaid expenses and other current assets and other assets in our consolidated balance sheets.

Related amortization expense was $ 3.9 million, $ 1.4 million, and $ 1.0 million f or the years ended December 31, 2024, December 26, 2023, and December 27, 2022, respectively, and is included in general and administrative expenses in our consolidated statements of income.

We recognize operating lease right-of-use assets and operating lease liabilities for real estate leases, including our restaurant leases and Support Center lease, as well as certain restaurant equipment leases based on the present value of the lease payments over the lease term.

Related amortization expense was $ 1.7 million, $ 3.9 million, and $ 1.4 million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively, and is included in general and administrative expenses in our consolidated statements of income .

We recognize operating lease right-of-use assets and operating lease liabilities for real estate leases, including our restaurant leases, as well as certain restaurant equipment leases based on the present value of the lease payments over the lease term.

At lease inception, we include option periods that we are reasonably certain to exercise in the lease term.

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Refer to Note 7 for additional information related to goodwill and intangible assets.

Other assets consist primarily of deferred compensation plan assets, capitalized cloud computing implementation costs, investments in unconsolidated affiliates, and deposits.

Other assets consist primarily of deferred compensation plan assets, deposits, captive insurance investments, and investments in unconsolidated affiliates.

For further discussion of the deferred compensation plan, refer to Note 15 and Note 16.

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For these gift cards, we record a breakage adjustment as a component of restaurant and other sales in the consolidated statements of income and reduce deferred revenue by the amount never expected to be redeemed.

We use historic gift card redemption patterns to determine the breakage rate to utilize and recognize the expected breakage amount in a manner generally consistent with the actual redemption pattern of the associated gift card.

We use historic gift card redemption patterns to determine the breakage rate to utilize and recognize the expected breakage amount in a manner consistent with the actual redemption pattern of the associated gift card.

We review the breakage rate on an annual basis, or sooner if circumstances indicate that the rate may have significantly changed and update the rate as needed.

In addition, we incur fees on all gift cards that are sold through third-party retailers.

These fees are also deferred and generally recorded consistent with the actual redemption pattern of the associated gift cards and are recorded as a component of restaurant and other sales in the consolidated statements of income.

We also recognize revenue from our franchising of Texas Roadhouse and Jaggers restaurants.

This includes franchise royalties and domestic marketing and advertising fees, initial and upfront franchise fees, domestic and international development agreements, and supervisory and administrative service fees.

We recognize franchise royalties and domestic marketing and advertising fees as franchise restaurant sales occur.

These fees are also deferred and recorded consistent with the actual redemption pattern of the associated gift cards and are recorded as a component of restaurant and other sales in the consolidated statements of income.

We also recognize revenue from our franchising of Texas Roadhouse and Jaggers restaurants and from sales of our royalty-based retail products.

This includes royalties and domestic marketing and advertising fees, initial and upfront franchise fees, domestic and international development agreements, and supervisory and administrative service fees.

We recognize royalties and domestic marketing and advertising fees as franchise restaurant sales occur.

For initial and upfront franchise fees and fees from development agreements, because the services we provide related to these fees do not contain separate and distinct performance obligations from the franchise right, these fees are recognized on a straight-line basis over the term of the associated franchise agreement.

We recognize fees from supervision and administrative services as incurred.

We recognize royalty revenue related to our royalty-based retail products as sales of those products occur by our licensed manufacturers.

We account for income taxes in accordance with ASC 740, Income Taxes , under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases.

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Domestic company and franchise restaurants are required to remit a designated portion of sales to the advertising fund.

Advertising contributions related to company restaurants are expensed as incurred and recorded as a component of other operating costs in our consolidated statements of income.

Advertising expenses related to company restaurants are expensed as incurred and recorded as a component of other operating costs in our consolidated statements of income.

Advertising contributions received from our franchisees are recorded as a component of franchise royalties and fees in our consolidated statements of income.

The associated advertising expenses are recorded as incurred within general and administrative expenses in our consolidated statements of income.

Other costs related to local restaurant area marketing initiatives are included in other operating costs in our consolidated statements of income.

These costs and the company restaurant advertising contribution amounted to $ 31.8 million, $ 28.3 million, and $ 25.0 million for the years ended December 31, 2024, December 26, 2023, and December 27, 2022, respectively.

Other costs related to local restaurant area marketing initiatives are expensed as incurred and recorded as a component of other operating costs in our consolidated statements of income.

These costs and the company restaurant advertising expenses amounted to $ 35.1 million, $ 31.8 million, and $ 28.3 million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively.

Pre-opening Expenses

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.

This ASU primarily provides enhanced disclosures about significant segment expenses including requiring segment disclosures to include a description of other segment items by reportable segment and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods as well as the title of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing performance and allocating resources.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted this guidance during the fourth quarter of the 2024 fiscal year and provided additional detail and disclosures in our segment reporting disclosures.

Refer to Note 19 for further discussion of segment reporting.

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This ASU primarily provides enhanced disclosures about an entity’s income tax including requiring consistent categories and greater disaggregation of the information included in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

This ASU primarily provides enhanced disclosures about an entity’s income tax including consistent categories and greater disaggregation of the information included in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The amendments in this update are effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025.

We are currently assessing the impact of this new standard on our income tax disclosures and expect to provide additional detail and disclosures under this new guidance.

We adopted this guidance retrospectively for all reporting periods presented as of December 30, 2025, and provided additional details and disclosures in our income taxes disclosure.

Refer to Note 9 for further discussion of income taxes.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU primarily provides enhanced disclosures about the components of expenses within the income statement including purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

This ASU primarily provides enhanced disclosures about the components of expenses within the income statement including purchases of inventory, employee

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

compensation, depreciation, and intangible asset amortization.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and may be applied either prospectively or retrospectively for all prior periods presented.

We are currently assessing the impact of this new standard on our disclosures and expect to provide additional detail and disclosures under this new guidance.

5 unchanged sentences

Restaurant and other sales

Franchise royalties

Franchise fees

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(4) Acquisitions

On December 28, 2022, the first day of the 2023 fiscal year, we completed the acquisition of eight franchise Texas Roadhouse restaurants located in Maryland and Delaware, including four in which we previously held a 5.0 % equity interest.

Business Combinations

During the year ended December 30, 2025, we completed the acquisitions of 20 domestic franchise Texas Roadhouse restaurants.

Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $ 107.5 million, net of cash acquired.

The transactions in which we held an equity interest were accounted for as step acquisitions, and we recorded a gain of $ 0.6 million on our previous investments in equity income from investments in unconsolidated affiliates in the consolidated statements of income.

These transactions were accounted for using the acquisition method as defined in ASC 805, Business Combinations .

These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.

We held a 5 % equity interest in three of the restaurants acquired and a 10 % equity interest in three of the restaurants acquired.

These transactions were accounted for as step acquisitions and we recorded a gain of $ 2.2 million on our previous investments in equity income from investments in unconsolidated affiliates in the consolidated statements of income.

Texas Roadhouse, Inc.

2 unchanged sentences

(Tabular amounts in thousands, except share and per share data)

These transactions were accounted for using the acquisition method as defined in ASC 805, Business Combinations .

These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.

The following table summarizes the consideration paid for these acquisitions and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date, which are adjusted for final measurement-period adjustments.

The following table summarizes the consideration paid for these acquisitions, and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date, which are adjusted for measurement-period adjustments through December 30, 2025.

Current assets

Property and equipment

1 unchanged sentence

Intangible assets

Deferred revenue-gift cards

Current portion of operating lease liabilities

Deferred revenue-gift cards

Current liabilities

Operating lease liabilities, net of current portion

Noncontrolling interests

The aggregate purchase price is preliminary as we are finalizing working capital adjustments.

Intangible assets represent reacquired franchise rights which are being amortized over a weighted-average useful life of 4.1 years.

We expect all of the goodwill will be deductible for tax purposes and believe the resulting amount of goodwill reflects the benefit of sales and unit growth opportunities as well as the benefit of the assembled workforce of the acquired restaurants.

We expect $ 65.4 million of the total goodwill will be deductible for tax purposes and believe the resulting amount of goodwill reflects the benefit of sales and unit growth opportunities as well as the benefit of the assembled workforce of the acquired restaurants.

Pro forma financial detail and operating results have not been presented as the results of the acquired restaurants are not material to our consolidated financial position, results of operations, or cash flows.

Asset Acquisitions

During the year ended December 30, 2025, we completed the acquisition of our previously leased office buildings in Louisville, Kentucky that house our Support Center, for a total purchase price of $ 22.8 million.

The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations .

The allocation of the purchase price consisted of land and building improvements and was based on their relative fair value as of the acquisition date.

During the year ended December 30, 2025, we completed the acquisition of previously granted franchise development rights related to three future restaurants in California for a total purchase price of $ 6.0 million.

The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations .

The allocation of the purchase price consisted of reacquired franchise rights and was based on their relative fair value as of the acquisition date.

The acquired intangible asset will be amortized over a useful life of 10 years .

(5) Long-term Debt

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

and PNC Bank, N.A.

The credit facility is an unsecured, revolving credit agreement and has a borrowing capacity of up to $ 300.0 million with the option to increase by an additional $ 200.0 million subject to certain limitations, including approval by the syndicate of commercial lenders.

The credit facility has a maturity date of May 1, 2026.

We are required to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate ("SOFR"), plus a fixed adjustment of 0.10 % and a variable adjustment of 0.875 % to 1.875 % depending on our consolidated leverage ratio.

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

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

The interest rate for the credit facility as of December 31, 2024 and December 26, 2023 was 5.47 % and 6.23 %, respectively.

The lenders’ obligation to extend credit pursuant to the credit facility depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio.

The credit facility permits us to incur additional secured or unsecured indebtedness, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $ 125.0 million and 20 % of our consolidated tangible net worth.

We were in compliance with all financial covenants as of December 31, 2024.

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 the capacity 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 April 24, 2030.

Texas Roadhouse, Inc.

2 unchanged sentences

(Tabular amounts in thousands, except share and per share data)

We are required to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate ("SOFR"), plus a fixed adjustment of 0.10 % and a variable adjustment of 1.00 % to 1.75 % depending on our consolidated net leverage ratio.

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 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 each credit facility as of December 30, 2025 and December 31, 2024 was 4.81 % and 5.47 % , respectively.

We were in compliance with all financial covenants as of December 30, 2025.

(6) Property and Equipment, Net

11 unchanged sentences

Total property and equipment, net

For the year ended December 31, 2024, there was no interest capitalized in connection with restaurant construction.

For the years ended December 26, 2023 and December 27, 2022, the amount of interest capitalized in connection with restaurant construction was $ 0.5 million and $ 1.3 million, respectively.

For the years ended December 30, 2025 and December 31, 2024, there was no interest capitalized in connection with restaurant construction.

For the year ended December 26, 2023, the amount of interest capitalized in connection with restaurant construction was $ 0.5 million.

(7) Goodwill and Intangible Assets

All of our goodwill and intangible assets reside within the Texas Roadhouse reportable segment.

The gross carrying amounts of goodwill and intangible assets were as follows:

Intangible Assets

Balance as of December 27, 2022

Amortization expense

Balance as of December 26, 2023

Amortization expense

Balance as of December 31, 2024

As of December 31, 2024, the gross carrying amount and accumulated amortization of the intangible assets were $ 24.4 million and $ 23.1 million, respectively.

As of December 26, 2023, the gross carrying amount and accumulated amortization of the intangible assets were $ 24.4 million and $ 20.9 million, respectively.

Intangible assets consist of reacquired franchise rights.

We amortize reacquired franchise rights on a straight-line basis over the remaining term of the franchise operating agreements, which varies by franchise agreement.

Amortization expense for the next three years is expected to range from zero to $ 1.2 million.

Refer to Note 4 for discussion of the acquisitions completed for the year ended December 26, 2023.

A summary of changes to goodwill were as follows:

Fiscal Year Ended

December 30, 2025

December 31, 2024

Beginning balance

Ending balance

Texas Roadhouse, Inc.

2 unchanged sentences

(Tabular amounts in thousands, except share and per share data)

Intangible assets, net consists of reacquired franchise rights.

The following table presents the balance of intangible assets:

Fiscal Year Ended

December 30, 2025

December 31, 2024

Gross carrying value

Accumulated amortization

Net carrying value

We amortize reacquired franchise rights on a straight-line basis over the remaining term of the related franchise agreement.

The following table presents the aggregate expense related to the amortization of the Company's intangible assets for the years ended December 30, 2025, December 31, 2024, and December 26, 2023

Fiscal Year Ended

December 30, 2025

December 31, 2024

December 26, 2023

Amortization expense

The following table presents the expected annual amortization expense for the Company's intangible assets for the next five years and thereafter:

We recognize right-of-use assets and lease liabilities for both real estate and equipment leases that have a term in excess of one year .

14 unchanged sentences

(Tabular amounts in thousands, except share and per share data)

Information related to our real estate operating leases for the fiscal years ended December 31, 2024 and December 26, 2023 were as follows:

Information related to our real estate operating leases for the fiscal years ended December 30, 2025, December 31, 2024, and December 26, 2023 were as follows:

Fiscal Year Ended

2 unchanged sentences

December 31, 2024

December 26, 2023

Operating lease

17 unchanged sentences

The right-of-use asset balance is included as a component of other assets and the lease liability balance as a component of other liabilities in the consolidated balance sheets.

In 2024, we entered into five sale leaseback transactions that generated proceeds of $ 16.0 million and no gain or loss was recognized on these transactions.

In 2023, we entered into six sale leaseback that generated proceeds of $ 16.3 million and no gain or loss was recognized on these transactions.

In 2025, we entered into six sale leaseback transactions that generated proceeds of $ 19.1 million and no gain or loss was recognized on these transactions.

In 2024, we entered into five sale leaseback that generated proceeds of $ 16.0 million and no gain or loss was recognized on these transactions.

The resulting operating leases are included in the operating lease right-of-use assets and lease liabilities noted above.

4 unchanged sentences

(9) Income Taxes

Components of our income tax expense for the years ended December 31, 2024, December 26, 2023, and December 27, 2022 were as follows:

All income before taxes is generated by domestic entities.

Components of our income tax expense (benefit) for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 were as follows:

Fiscal Year Ended

4 unchanged sentences

Total deferred

Total Income tax expense:

Income tax expense

Our pre-tax income is substantially derived from domestic restaurants.

A reconciliation of the statutory federal income tax rate to our effective tax rate for December 31, 2024, December 26, 2023, and December 27, 2022 is as follows:

A reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 is as follows:

Fiscal Year Ended

3 unchanged sentences

Tax at statutory federal rate

State and local tax, net of federal benefit

Domestic federal:

FICA tip tax credit

Work opportunity tax credit

Share-based compensation

Net income attributable to noncontrolling interests

Officers compensation

Nontaxable and nondeductible items

State and local tax, net of federal benefit (1)

(1) For the year ended December 30, 2025, state taxes in Florida, Texas, Illinois, Pennsylvania, Virginia, Michigan, Kentucky, New Jersey, Indiana, Arizona, Maryland, and Tennessee make up the majority (greater than 50%) of the tax effect in this category.

For the year ended December 31, 2024, state taxes in Florida, Illinois, Pennsylvania, Texas, Virginia, Kentucky, Indiana, Michigan, Arizona, New York, Maryland, and New Jersey make up the majority (greater than 50%) of the tax effect in this category.

For the year ended December 26, 2023, state taxes in Florida, Texas, Illinois, Pennsylvania, New Jersey, Kentucky, Virginia, Arizona, Michigan, Indiana, and Maryland make up the majority (greater than 50%) of the tax effect in this category.

Texas Roadhouse, Inc.

2 unchanged sentences

(Tabular amounts in thousands, except share and per share data)

A summary of income taxes paid for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 is as follows:

Fiscal Year Ended

December 30, 2025

December 31, 2024

December 26, 2023

Income taxes paid

(1) The amount of income taxes paid to any individual state jurisdiction did not meet the 5% disaggregation threshold in any period presented.

Components of deferred tax liabilities, net were as follows:

8 unchanged sentences

Deferred compensation

Tax credit carryforwards

Total deferred tax asset

7 unchanged sentences

We have not provided a valuation allowance for any of our deferred tax assets as their realization is more likely than not.

A reconciliation of the beginning and ending liability for unrecognized tax benefits was as follows:

Balance at December 27, 2022

Additions to tax positions related to prior years

Additions to tax positions related to current year

Reductions due to statute expiration

Reductions due to exam settlement

Balance at December 26, 2023

A reconciliation of the beginning and ending liability for unrecognized tax benefits is as follows:

Fiscal Year Ended

December 30, 2025

December 31, 2024

December 26, 2023

Beginning balance

Additions to tax positions related to prior years

2 unchanged sentences

Reductions due to exam settlement

Balance at December 31, 2024

As of December 31, 2024 and December 26, 2023, the amount of unrecognized tax benefits that would impact the effective tax rate if recognized was $ 2.9 million and $ 2.5 million, respectively.

As of December 31, 2024 and December 26, 2023, the total amount of accrued penalties and interest related to uncertain tax provisions was recognized as a part of income tax expense and these amounts were not material.

All entities for which unrecognized tax benefits exist as of December 31, 2024 possess a December tax year-end.

As a result, as of December 31, 2024, the tax years ended December 26, 2023, December 27, 2022, and December 28, 2021 remain subject to examination by all tax jurisdictions.

As of December 31, 2024, no audits were in process by a tax jurisdiction that, if completed during the next twelve months, would be expected to result in a material change to our unrecognized tax benefits.

Additionally, as of December 31, 2024, no event occurred that is likely to result in a significant increase or decrease in the unrecognized tax benefits through December 30, 2025.

Ending balance

As of December 30, 2025, December 31, 2024, and December 26, 2023 the amount of unrecognized tax benefits that would impact the effective tax rate if recognized was $ 3.6 million, $ 2.9 million, and $ 2.5 million, respectively.

Texas Roadhouse, Inc.

2 unchanged sentences

(Tabular amounts in thousands, except share and per share data)

For the years ended December 30, 2025, December 31, 2024, and December 26, 2023, the total amount of accrued penalties and interest related to uncertain tax provisions was recognized as a part of income tax expense and these amounts were not material.

All entities for which unrecognized tax benefits exist as of December 30, 2025 possess a December tax year-end.

As a result, as of December 30, 2025, the tax years ended December 31, 2024, December 26, 2023, and December 27, 2022 remain subject to examination by all tax jurisdictions.

As of December 30, 2025, no audits were in process by a tax jurisdiction that, if completed during the next twelve months, would be expected to result in a material change to our unrecognized tax benefits.

(10) Preferred Stock

3 unchanged sentences

(11) Stock Repurchase Program

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.

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 stock repurchase program commenced on February 24, 2025, has no expiration date, and replaced a previous stock repurchase program which was approved on March 17, 2022 that authorized the Company to repurchase up to $ 300.0 million of our common stock.

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

The timing and the amount of any repurchases 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 Securities Exchange Act of 1934, as amended.

For the year ended December 31, 2024, we paid $ 79.8 million, excluding excise taxes, to repurchase 461,662 shares of our common stock.

For the year ended December 26, 2023, we paid $ 50.0 million, excluding excise taxes, to repurchase 455,026 shares of our common stock.

As of December 31, 2024, we had $ 37.1 million remaining under our authorized stock repurchase program.

Refer to Note 20 for further discussion of our authorized stock repurchase program.

The timing and the amount of any repurchases are 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 Securities Exchange Act of 1934, as amended, and as applicable.

For the years ended December 30, 2025 and December 31, 2024, we paid $ 150.0 million and $ 79.8 million, excluding excise taxes, to repurchase 869,007 shares and 461,662 shares of our common stock, respectively.

This includes $ 120.0 million repurchased under our current authorization and $ 30.0 million repurchased under our prior authorization during 2025.

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

(12) Earnings Per Share

4 unchanged sentences

For all periods presented, the weighted-average shares of nonvested stock units that were outstanding but not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect were not significant.

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

The following table sets forth the calculation of earnings per share and weighted average shares outstanding as presented in the accompanying consolidated statements of income:

6 unchanged sentences

Shares-diluted

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

(13) Commitments and Contingencies

The estimated cost of completing capital project commitments at December 30, 2025 and December 31, 2024 was $ 234.2 million and $ 243.6 million, respectively.

As of December 31, 2024 and December 26, 2023, we are 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 were 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.

1 unchanged sentence

No liabilities have been recorded as of December 30, 2025 or December 31, 2024, as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.

During the year ended December 31, 2024, we bought our beef primarily from four suppliers.

Although there are a limited number of beef suppliers, we believe that other suppliers could provide a similar product on comparable terms.

We have no material minimum purchase commitments with our vendors that extend beyond a year.

During the year ended December 30, 2025, we bought our beef primarily from four suppliers who represent a significant portion of the total beef marketplace.

If one of these vendors was unable to fulfill their obligations, we believe that the remaining suppliers could meet our needs by supplying comparable products at potentially higher costs.

Occasionally, we are a defendant in litigation arising in the ordinary course of business, including "slip and fall" accidents, employment related claims, dram shop statutes related to our service of alcohol, and claims from guests or employees alleging illness, injury or food quality, health, or operational concerns.

8 unchanged sentences

A PSU is the conditional right to receive one share of common stock upon meeting a performance obligation along with the satisfaction of the vesting requirement.

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

The following table summarizes share-based compensation expense recorded in the accompanying consolidated statements of income:

6 unchanged sentences

Activity for our share- based compensation by type of grant for the fiscal year ended December 30, 2025 is presented below.

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

Summary Details for RSUs

20 unchanged sentences

(1) Additional shares from the January 2024 PSU grant that vested in January 2025 due to exceeding the initial 100% target.

We grant PSUs to certain members of management subject the achievement of certain earnings targets, which determine the number of units to vest at the end of the vesting period.

We grant PSUs to certain members of management subject to the achievement of certain earnings targets, which determine the number of units to vest at the end of the vesting period.

Share-based compensation expense is recognized for the number of units expected to vest at the end of the period and is expensed beginning on the grant date and through the performance period.

1 unchanged sentence

The total intrinsic value of PSUs vested during the years ended December 30, 2025, December 31, 2024, and December 26, 2023 was $ 9.1 million, $ 6.4 million, and $ 3.3 million, respectively.

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

On January 8, 2026, approximately 19,248 shares vested related to the January 2025 PSU grant and are expected to be distributed in February 2026.

As of December 31, 2024, with respect to unvested PSUs, there was $ 0.1 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.1 years.

As of December 30, 2025, with respect to unvested PSUs, there was $ 5.3 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 1.0 year.

The allowable excess tax benefit associated with vested PSUs for the years ended December 30, 2025, December 31, 2024, and December 26, 2023 was not significant.

2 unchanged sentences

The 401(k) Plan allows participating employees to defer the receipt of a portion of their compensation and contribute such amount to one or more investment options and the Company matches a certain percentage of the employee contributions.

For the year ended December 31, 2024, company contributions totaling $ 8.4 million and $ 2.1 million were recorded in labor expense

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

and general and administrative expense, respectively, within the consolidated statements of income.

For the year ended December 26, 2023, company contributions totaling $ 7.1 million and $ 1.8 million were recorded in labor expense and general and administrative expense, respectively, within the consolidated statements of income.

We also have a deferred compensation plan which allows highly compensated employees to defer a portion of their compensation and contribute such amounts to one or more investment funds held in a rabbi trust.

Beginning in 2023, we implemented a company match of a certain percentage of the employee contributions to the deferred compensation plan.

For the years ended December 31, 2024 and December 26, 2023, company contributions totaling $ 1.6 million and $ 1.5 million were recorded in labor expense and general and administrative expense, respectively, within the consolidated statements of income.

The following table summarizes the company contributions for the 401(k) Plan recorded in the accompanying consolidated statements of income:

Fiscal Year Ended

Labor expense

General and administrative expense

Total company contributions

The following table summarizes the company contributions for the deferred compensation plan recorded in the accompanying consolidated statements of income:

Fiscal Year Ended

Labor expense

General and administrative expense

Total company contributions

Refer to Note 16 for further discussion on the fair value measurement of the deferred compensation plan assets and liabilities.

2 unchanged sentences

There were no transfers among levels within the fair value hierarchy during the year ended December 30, 2025.

Texas Roadhouse, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

The following table presents the fair values for our financial assets and liabilities measured on a recurring basis:

4 unchanged sentences

Deferred compensation plan—liabilities

Debt securities

We report the accounts of the deferred compensation plan in other assets and the corresponding liability in other liabilities in our consolidated balance sheets.

1 unchanged sentence

The realized and unrealized holding gains and losses related to these investments, as well as the offsetting compensation expense, are recorded in general and administrative expense in the consolidated statements of income.

Debt security investments are held by our wholly-owned captive insurance company as collateral for certain insurance coverages.

These investments, which are classified as available for sale, are primarily comprised of corporate bonds and are recorded in other long-term assets on the balance sheet.

The fair value of these investments is based on market values obtained from an independent third-party pricing service.

As of December 30, 2025, the book value of these investments approximated the fair value of the investments, and therefore there were no unrealized amounts recorded in other comprehensive income in the consolidated statements of income.

(17) Impairment and Closure Costs

We recorded impairment and closure costs of $ 0.3 million, $ 1.2 million and $ 0.3 million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively.

Impairment and closure costs in 2025 included $ 0.3 million related to ongoing closure costs for stores which have been relocated.

Impairment and closure costs in 2024 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.

Impairment and closure costs in 2023 included $ 0.3 million related to ongoing closure costs for stores which have been relocated.

Impairment and closure costs in 2022 included $ 1.7 million related to the impairment of the land, building, and operating lease right-of-use assets at three restaurants, two of which were relocated and $ 0.6 million related to ongoing closure costs.

This was partially offset by a $ 0.7 million gain on the sale of land and building that was previously classified as assets held for sale.

(18) Related Party Transactions

As of December 31, 2024, December 26, 2023 and December 27, 2022, we had four franchise restaurants and one majority-owned company restaurant owned in part by a current officer of the Company.

We recognized revenue of $ 2.1 million, $ 2.0 million, and $ 1.8 million for the years ended December 31, 2024, December 26, 2023, and December 27, 2022, respectively, related to the four franchise restaurants.

As of December 30, 2025, December 31, 2024 and December 26, 2023, we had five franchise restaurants and one majority-owned company restaurant owned in part by current officers of the Company.

We recognized revenue of $ 2.5 million, $ 2.5 million, and $ 2.3 million for the years ended December 30, 2025, December 31, 2024, and December 26, 2023, respectively, related to the five franchise restaurants.

Texas Roadhouse, Inc.

3 unchanged sentences

(19) Segment Information

Our CODM is the Chief Executive Officer.

The CODM assesses the performance of the business and allocates resources at the concept level and as a result we 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.

The Chief Executive Officer is our CODM.

The CODM assesses the performance of the business and allocates resources at the concept level and as a result we 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.

5 unchanged sentences

Restaurant margin is also used by our CODM to evaluate core 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 or relocation of existing restaurants.

Capital allocation decisions include approving new store openings and the refurbishment, expansion, or relocation of existing restaurants.

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.

45 unchanged sentences

A reconciliation of restaurant margin to income from operations is presented below.

We do not allocate interest income (expense), net and equity income from investments in unconsolidated affiliates to reportable segments.

We do not allocate interest income, net and equity income from investments in unconsolidated affiliates to reportable segments.

Fiscal Year Ended

3 unchanged sentences

Restaurant margin

Franchise royalties and fees

Royalties and franchise fees

Depreciation and amortization

3 unchanged sentences

(20) Subsequent Events

On January 1, 2025, we completed the acquisition of 13 domestic franchise restaurants.

On December 31, 2025, subsequent to the end of our 2025 fiscal year, we completed the acquisitions of five domestic franchise restaurants of which a current officer of the Company had a 2 % ownership interest in two of these restaurants.

Pursuant to the terms of the acquisition agreements, we paid an aggregate purchase price of approximately $ 72 million.

We borrowed $ 50.0 million available under our credit facility to partially fund the acquisition.

We expect to complete the preliminary purchase price allocations relating to these transactions in the first quarter of fiscal year 2026.

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 new stock repurchase program commenced on February 24, 2025 and any repurchases under such 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 of $ 300 million which was approved on March 17, 2022.

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 9A. Controls and Procedures