Texas Roadhouse, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to, and as defined in, Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on the evaluation, performed under the supervision and with the participation of our management, including the Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO"), our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 26, 2023. Changes in internal control There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 26, 2023 that materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Under Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a- 15(f), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Under the supervision and with the participation of our management, including our CEO and CFO, we assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report. In this assessment, the Company applied criteria based on the "Internal Control—Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting. Based upon this evaluation, our management concluded that our internal control over financial reporting was effective as of December 26, 2023. KPMG LLP, the independent registered public accounting firm that audited our Consolidated Financial Statements included in the Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 26, 2023 as stated in their report at F-3. 51 Table of Contents ITEM 9B. OTHER INFORMATION 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 Securities Exchange Act of 1934 that adopted a Rule 10b5-1 trading arrangement during the 13 weeks ended December 26, 2023. These trading arrangements are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). ​ ​ ​ ​ ​ Name Title Adoption Date End Date (1) Aggregate Number of Securities to be Sold Hernan E. Mujica Chief Technology Officer 11/22/2023 3/12/2024 1,740 (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 13 weeks ended December 26, 2023. ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III ITEM 10. DIRECTORS, EXECUTIV E OFFICERS AND CORPORATE GOVERNANCE Information regarding our directors is incorporated herein by reference to the information set forth under "Election of Directors" in our Definitive Proxy Statement to be dated on or about April 5, 2024. Information regarding our executive officers has been included in Part I of this Annual Report under the caption "Executive Officers of the Company." Information regarding our corporate governance is incorporated herein by reference to the information set forth in our Definitive Proxy Statement to be dated on or about April 5, 2024. ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 5, 2024. ITEM 12. SECURITY OWNERSHI P OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 5, 2024. Equity Compensation Plan Information As of December 26, 2023, shares of common stock authorized for issuance under our equity compensation plans are summarized in the following table. Refer to Note 14 to the Consolidated Financial Statements for a description of the plans. ​ ​ ​ ​ ​ ​ Shares to Be Shares ​ ​ Issued Upon ​ Available for Plan Category ​ Vest Date (1) ​ Future Grants Plans approved by shareholders 478,027 ​ 6,414,812 Plans not approved by shareholders — ​ — Total 478,027 ​ 6,414,812 (1) Total number of shares consist of 442,327 restricted stock units and 35,700 performance stock units. Shares in this column are excluded from the Shares Available for Future Grants column. 52 Table of Contents ITEM 13. CERTAIN RELATIONSHIP S AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 5, 2024. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated by reference from our Definitive Proxy Statement to be dated on or about April 5, 2024. ​ 53 Table of Contents PART IV ITEM 15. EXHIBIT AND FINANCIA L STATEMENT SCHEDULES 1. Consolidated Financial Statements ​ Description ​ Page Number in Report Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) ​ F-1 Consolidated Balance Sheets as of December 26, 2023 and December 27, 2022 ​ F-5 Consolidated Statements of Income and Comprehensive Income for the years ended December 26, 2023, December 27, 2022 and December 28, 2021 ​ F-6 Consolidated Statements of Stockholders’ Equity for the years ended December 26, 2023, December 27, 2022, and December 28, 2021 ​ F-7 Consolidated Statements of Cash Flows for the years ended December 26, 2023, December 27, 2022, and December 28, 2021 ​ F-8 Notes to Consolidated Financial Statements ​ F-9 2. Financial Statement Schedules Omitted due to inapplicability or because required information is shown in our Consolidated Financial Statements or Notes thereto. 3. Exhibits ​ Exhibit No. ​ Description 3.1 ​ Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 28, 2016) 3.2 ​ Amended and Restated Bylaws for Texas Roadhouse, Inc. dated February 23, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated February 23, 2023) 4.1 ​ Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019) 10.1* ​ 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) 10.2 ​ Form of Limited Partnership Agreement and Operating Agreement for certain company-managed Texas Roadhouse restaurants, including schedule of the owners of such restaurants and the aggregate interests held by directors, executive officers and 5% stockholders who are parties to such an agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 of Registrant) 10.3 ​ Form of Franchise Agreement and Preliminary Agreement for a Texas Roadhouse restaurant franchise, including schedule of directors, executive officers and 5% stockholders which have entered into either agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 of Registrant) 10.4 ​ Schedule of the owners of company-managed Texas Roadhouse restaurants and the aggregate interests held by directors, executive officers and 5% stockholders who are parties to Limited Partnership Agreements and Operating Agreements as of December 26, 2023 the form of which is set forth in Exhibit 10.2 of this Form 10-K 10.5 ​ Schedule of the directors, executive officers and 5% stockholders which have entered into Franchise Agreements or Preliminary Agreements for a Texas Roadhouse Franchise as of December 26, 2023 the form of which is set forth in Exhibit 10.3 of this Form 10-K 10.6* ​ Texas Roadhouse, Inc. 2013 Long-Term Incentive Plan (incorporated by reference from Appendix A to the Texas Roadhouse, Inc. Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2013) 10.7* ​ Amended and Restated Form of Restricted Stock Unit Award Agreement under the Texas Roadhouse, Inc. 2013 Long-Term Incentive Plan for non-officers (incorporated by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014) 54 Table of Contents ​ Exhibit No. ​ Description 10.8* ​ Second Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., as amended December 19, 2007 and December 31, 2008 (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014) 10.9* ​ 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) 10.10 ​ 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) 10.11 ​ 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) 10.12 ​ 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) 10.13 ​ 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) 10.14 ​ 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) 10.15* ​ Employment Agreement between Registrant and Gerald L. Morgan entered into as of December 17, 2020 (incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2020) 10.16* ​ Employment Agreement between Registrant and S. Chris Jacobsen entered into as of December 30, 2020 (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2020) 10.17* ​ Employment Agreement between Registrant and Tonya Robinson entered into as of December 30, 2020 (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2020) 10.18* ​ Employment Agreement between Registrant and Christopher C. Colson entered into as of March 31, 2021 (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q for the period ended March 30, 2021) 10.19* ​ First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan dated March 31, 2021, with a retroactive effective date of March 18, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated March 31, 2021) 10.20* ​ Employment Agreement between Registrant and Regina A. Tobin entered into as of June 15, 2021 with an effective date of June 30, 2021 (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 29, 2021) 10.21* ​ Employment Agreement between Registrant and Hernan E. Mujica entered into as of June 15, 2021 with an effective date of June 30, 2021 (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 29, 2021) 10.22 ​ 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) 10.23* ​ Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan (incorporated by reference from Appendix A to the Texas Roadhouse, Inc. Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2021) 10.24* ​ Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021) 10.25* ​ Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Officers) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021) 55 Table of Contents ​ Exhibit No. ​ Description 10.26* ​ Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Member of Board of Directors) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021) 10.27* ​ Second Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan dated January 9, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated January 6, 2023) 10.28* ​ First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Regina A. Tobin dated January 9, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated January 6, 2023) 10.29* ​ First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Hernan E. Mujica dated January 9, 2023 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated January 6, 2023) 10.30* ​ First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Christopher C. Colson dated January 9, 2023 (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated January 6, 2023) 10.31* ​ Separation Agreement and Release of Claims dated January 5, 2023 by and between Tonya R. Robinson and Texas Roadhouse Management Corp. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated January 4, 2023) 10.32* ​ Employment Agreement between Texas Roadhouse Management Corp. and David Christopher Monroe dated May 17, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 17, 2023) 10.33 ​ 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) 10.34* ​ Separation Agreement and Release of Claims dated August 3, 2023 by and between S. Chris Jacobsen and Texas Roadhouse Management Corp. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated August 3, 2023) 10.35* ​ 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) 10.36* ​ Employment Agreement between Texas Roadhouse Management Corp. and Travis C. Doster dated November 9, 2023 21.1 ​ List of Subsidiaries 23.1 ​ Consent of KPMG LLP, Independent Registered Public Accounting Firm 31.1 ​ Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 ​ Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.3 ​ Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ​ Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* ​ Texas Roadhouse, Inc. Policy for Recovery of Incentive Compensation for Executive Officers dated November 9, 2023 101 ​ The following financial statements from the Texas Roadhouse, Inc. Annual Report on Form 10-K for the year ended December 26, 2023, filed February 23, 2024, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements. 104 ​ Cover page, formatted in iXBRL and contained in Exhibit 101. * Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K. 56 Table of Contents ITEM 16. FORM 10-K SUMMARY Not applicable. ​ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ TEXAS ROADHOUSE, INC. ​ ​ ​ By: /s/ Gerald L. Morgan ​ ​ Chief Executive Officer, Director ​ Date: February 23, 2024 ​ Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Gerald L. Morgan Chief Executive Officer, Director February 23, 2024 Gerald L. Morgan (Principal Executive Officer) /s/ D. Christopher Monroe Chief Financial Officer February 23, 2024 D. Christopher Monroe (Principal Financial Officer) /s/ Keith V. Humpich Vice President of Finance February 23, 2024 Keith V. Humpich (Principal Accounting Officer) /s/ Gregory N. Moore Chairman of the Board, Director February 23, 2024 Gregory N. Moore /s/ Michael A. Crawford Director February 23, 2024 Michael A. Crawford /s/ Donna E. Epps Director February 23, 2024 Donna E. Epps /s/ Wayne L. Jones Director February 23, 2024 Wayne L. Jones /s/ Curtis A. Warfield Director February 23, 2024 Curtis A. Warfield /s/ Kathleen M. Widmer Director February 23, 2024 Kathleen M. Widmer /s/ James R. Zarley Director February 23, 2024 James R. Zarley ​ ​ 57 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Texas Roadhouse, Inc.: ​ Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Texas Roadhouse, Inc. and subsidiaries (the Company) as of December 26, 2023 and December 27, 2022, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 26, 2023 and December 27, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 26, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 26, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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. Property and equipment, net of accumulated depreciation, and the operating lease right-of-use assets, net as of December 26, 2023 were $1,474.7 million and $694.0 million, respectively. We identified the assessment of the Company’s determination of potential indicators of impairment of long-lived assets as a critical audit matter. Subjective auditor judgement was required to evaluate the events or circumstances F-1 Table of Contents 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. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s long-lived asset impairment process, including controls relating to determination and identification of potential indicators of impairment. 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 1998. Louisville, Kentucky February 23, 2024 ​ ​ F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Texas Roadhouse, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Texas Roadhouse, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 26, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 26, 2023 and December 27, 2022, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2024 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become F-3 Table of Contents inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Louisville, Kentucky February 23, 2024 ​ ​ ​ F-4 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Consolidated Balance Sheet s (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 26, 2023 ​ December 27, 2022 Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 104,246 ​ $ 173,861 ​ Receivables, net of allowance for doubtful accounts of $ 35 at December 26, 2023 and $ 50 at December 27, 2022 ​ 175,474 ​ 150,264 ​ Inventories, net ​ 38,320 ​ 38,015 ​ Prepaid income taxes ​ 3,262 ​ 5,097 ​ Prepaid expenses and other current assets ​ 35,172 ​ 29,604 ​ Total current assets ​ 356,474 ​ 396,841 ​ Property and equipment, net of accumulated depreciation of $ 1,078,855 at December 26, 2023 and $ 968,036 at December 27, 2022 ​ 1,474,722 ​ 1,270,349 ​ Operating lease right-of-use assets, net ​ ​ 694,014 ​ ​ 630,258 ​ Goodwill ​ 169,684 ​ 148,732 ​ Intangible assets, net of accumulated amortization of $ 20,929 at December 26, 2023 and $ 17,905 at December 27, 2022 ​ 3,483 ​ 5,607 ​ Other assets ​ 94,999 ​ 73,878 ​ Total assets ​ $ 2,793,376 ​ $ 2,525,665 ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Current portion of operating lease liabilities ​ $ 27,411 ​ $ 25,490 ​ Accounts payable ​ ​ 131,638 ​ ​ 105,560 ​ Deferred revenue-gift cards ​ 373,913 ​ 335,403 ​ Accrued wages ​ 68,062 ​ 54,544 ​ Income taxes payable ​ ​ 112 ​ ​ 434 ​ Accrued taxes and licenses ​ 42,758 ​ 35,264 ​ Other accrued liabilities ​ 101,540 ​ 95,315 ​ Total current liabilities ​ 745,434 ​ 652,010 ​ Operating lease liabilities, net of current portion ​ ​ 743,476 ​ ​ 677,874 ​ Long-term debt ​ — ​ 50,000 ​ Restricted stock and other deposits ​ 8,893 ​ 7,979 ​ Deferred tax liabilities, net ​ 23,104 ​ 20,979 ​ Other liabilities ​ 114,958 ​ 89,161 ​ Total liabilities ​ 1,635,865 ​ 1,498,003 ​ Texas Roadhouse, Inc. and subsidiaries stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock ($ 0.001 par value, 1,000,000 shares authorized; no shares issued or outstanding) ​ — ​ — ​ Common stock ( $ 0.001 par value, 100,000,000 shares authorized, 66,789,464 and 66,973,311 shares issued and outstanding at December 26, 2023 and December 27, 2022, respectively) ​ 67 ​ 67 ​ Additional paid-in-capital ​ — ​ 13,139 ​ Retained earnings ​ 1,141,595 ​ 999,432 ​ Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity ​ 1,141,662 ​ 1,012,638 ​ Noncontrolling interests ​ 15,849 ​ 15,024 ​ Total equity ​ 1,157,511 ​ 1,027,662 ​ Total liabilities and equity ​ $ 2,793,376 ​ $ 2,525,665 ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ F-5 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Consolidated Statements of Income and Comprehensive Incom e (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ December 26, December 27, December 28, ​ 2023 ​ 2022 ​ 2021 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restaurant and other sales ​ ​ $ 4,604,554 ​ $ 3,988,791 ​ $ 3,439,176 Franchise royalties and fees ​ ​ ​ 27,118 ​ ​ 26,128 ​ ​ 24,770 Total revenue ​ ​ 4,631,672 ​ 4,014,919 ​ 3,463,946 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restaurant operating costs (excluding depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Food and beverage ​ ​ 1,593,852 ​ 1,378,192 ​ 1,156,628 Labor ​ ​ 1,539,124 ​ 1,319,959 ​ 1,123,003 Rent ​ ​ 72,766 ​ 66,834 ​ 60,005 Other operating ​ ​ 690,848 ​ 596,305 ​ 517,808 Pre-opening ​ ​ 29,234 ​ 21,883 ​ 24,335 Depreciation and amortization ​ ​ 153,202 ​ 137,237 ​ 126,761 Impairment and closure, net ​ ​ 275 ​ 1,600 ​ 734 General and administrative ​ ​ 198,382 ​ 172,712 ​ 157,480 Total costs and expenses ​ ​ 4,277,683 ​ 3,694,722 ​ 3,166,754 Income from operations ​ ​ 353,989 ​ 320,197 ​ 297,192 Interest income (expense), net ​ ​ 2,984 ​ ( 124 ) ​ ( 3,663 ) Equity income (loss) from investments in unconsolidated affiliates ​ ​ 1,351 ​ 1,239 ​ ( 637 ) Income before taxes ​ ​ ​ 358,324 ​ ​ 321,312 ​ ​ 292,892 Income tax expense ​ ​ 44,649 ​ 43,715 ​ 39,578 Net income including noncontrolling interests ​ ​ ​ 313,675 ​ ​ 277,597 ​ ​ 253,314 Less: Net income attributable to noncontrolling interests ​ ​ 8,799 ​ 7,779 ​ 8,020 Net income attributable to Texas Roadhouse, Inc. and subsidiaries ​ ​ $ 304,876 ​ $ 269,818 ​ $ 245,294 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment, net of tax of $ — , $ — and ($ 36 ), respectively ​ ​ ​ — ​ ​ — ​ ​ 106 Total comprehensive income ​ ​ $ 304,876 ​ $ 269,818 ​ $ 245,400 Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ $ 4.56 ​ $ 3.99 ​ $ 3.52 Diluted ​ ​ $ 4.54 ​ $ 3.97 ​ $ 3.50 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 66,893 ​ 67,643 ​ 69,709 Diluted ​ ​ 67,149 ​ 67,920 ​ 70,098 Cash dividends declared per share ​ ​ $ 2.20 ​ $ 1.84 ​ $ 1.20 ​ See accompanying Notes to Consolidated Financial Statements. ​ F-6 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equit y (tabular amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Accumulated ​ Total Texas ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Par ​ Paid-in- ​ Retained ​ Other ​ Roadhouse, Inc. ​ Noncontrolling ​ ​ ​ ​ ​ Shares ​ Value ​ Capital ​ Earnings ​ Comprehensive Loss ​ and Subsidiaries ​ Interests ​ Total Balance, December 29, 2020 69,561,861 ​ $ 70 ​ $ 145,626 ​ $ 781,915 ​ $ ( 106 ) ​ $ 927,505 ​ $ 15,546 ​ $ 943,051 Net income — ​ — ​ — ​ 245,294 ​ — ​ 245,294 ​ 8,020 ​ 253,314 Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 106 ​ ​ 106 ​ ​ — ​ ​ 106 Distributions to noncontrolling interest holders — ​ — ​ — ​ — ​ — ​ — ​ ( 8,206 ) ​ ( 8,206 ) Dividends declared ($ 1.20 per share) — ​ — ​ — ​ ( 83,658 ) ​ — ​ ( 83,658 ) ​ — ​ ( 83,658 ) Shares issued under share-based compensation plans including tax effects 595,534 ​ — ​ — ​ — ​ — ​ — ​ — ​ — Indirect repurchase of shares for minimum tax withholdings ( 190,045 ) ​ — ​ ( 17,628 ) ​ — ​ — ​ ( 17,628 ) ​ — ​ ( 17,628 ) Repurchase of shares of common stock ​ ( 584,932 ) ​ ​ ( 1 ) ​ ​ ( 51,633 ) ​ ​ — ​ ​ — ​ ​ ( 51,634 ) ​ ​ — ​ ​ ( 51,634 ) Share-based compensation — ​ — ​ 38,139 ​ — ​ — ​ 38,139 ​ — ​ 38,139 Balance, December 28, 2021 69,382,418 ​ $ 69 ​ $ 114,504 ​ $ 943,551 ​ $ — ​ $ 1,058,124 ​ $ 15,360 ​ $ 1,073,484 Net income — ​ — ​ — ​ 269,818 ​ — ​ 269,818 ​ 7,779 ​ 277,597 Distributions to noncontrolling interest holders — ​ — ​ — ​ — ​ — ​ — ​ ( 7,775 ) ​ ( 7,775 ) Acquisition of noncontrolling interest ​ — ​ ​ — ​ ​ ( 1,395 ) ​ ​ — ​ ​ — ​ ​ ( 1,395 ) ​ ​ ( 340 ) ​ ​ ( 1,735 ) Dividends declared ($ 1.84 per share) — ​ — ​ — ​ ( 124,137 ) ​ — ​ ( 124,137 ) ​ — ​ ( 124,137 ) Shares issued under share-based compensation plans including tax effects 474,771 ​ — ​ — ​ — ​ — ​ — ​ — ​ — Indirect repurchase of shares for minimum tax withholdings ( 149,873 ) ​ — ​ ( 13,576 ) ​ — ​ — ​ ( 13,576 ) ​ — ​ ( 13,576 ) Repurchase of shares of common stock ​ ( 2,734,005 ) ​ ​ ( 2 ) ​ ​ ( 123,057 ) ​ ​ ( 89,800 ) ​ ​ — ​ ​ ( 212,859 ) ​ ​ — ​ ​ ( 212,859 ) Share-based compensation — ​ — ​ 36,663 ​ — ​ — ​ 36,663 ​ — ​ 36,663 Balance, December 27, 2022 ​ 66,973,311 ​ $ 67 ​ $ 13,139 ​ $ 999,432 ​ $ — ​ $ 1,012,638 ​ $ 15,024 ​ $ 1,027,662 Net income — ​ — ​ — ​ 304,876 ​ — ​ 304,876 ​ 8,799 ​ 313,675 Distributions to noncontrolling interest holders — ​ — ​ — ​ — ​ — ​ — ​ ( 7,974 ) ​ ( 7,974 ) Dividends declared ($ 2.20 per share) — ​ — ​ — ​ ( 147,182 ) ​ — ​ ( 147,182 ) ​ — ​ ( 147,182 ) Shares issued under share-based compensation plans including tax effects 391,793 ​ — ​ — ​ — ​ — ​ — ​ — ​ — Indirect repurchase of shares for minimum tax withholdings ( 120,614 ) ​ — ​ ( 12,688 ) ​ — ​ — ​ ( 12,688 ) ​ — ​ ( 12,688 ) Repurchase of shares of common stock, including excise tax ​ ( 455,026 ) ​ ​ — ​ ​ ( 34,681 ) ​ ​ ( 15,531 ) ​ ​ — ​ ​ ( 50,212 ) ​ ​ — ​ ​ ( 50,212 ) Share-based compensation — ​ — ​ 34,230 ​ — ​ — ​ 34,230 ​ — ​ 34,230 Balance, December 26, 2023 66,789,464 ​ $ 67 ​ $ — ​ $ 1,141,595 ​ $ — ​ $ 1,141,662 ​ $ 15,849 ​ $ 1,157,511 ​ See accompanying Notes to Consolidated Financial Statements. ​ F-7 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Consolidated Statements of Cash Flow s (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 26, December 27, December 28, ​ 2023 ​ 2022 ​ 2021 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income including noncontrolling interests ​ $ 313,675 ​ $ 277,597 ​ $ 253,314 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 153,202 ​ 137,237 ​ 126,761 Deferred income taxes ​ 3,115 ​ 9,456 ​ 8,896 Loss on disposition of assets ​ 3,783 ​ 5,206 ​ 3,167 Impairment and closure costs ​ 200 ​ 1,770 ​ 673 Equity (income) loss from investments in unconsolidated affiliates ​ ( 1,351 ) ​ ( 1,239 ) ​ 637 Distributions of income received from investments in unconsolidated affiliates ​ 689 ​ 1,022 ​ 1,071 Provision for doubtful accounts ​ ( 14 ) ​ 33 ​ 7 Share-based compensation expense ​ 34,230 ​ 36,663 ​ 38,139 Changes in operating working capital, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables ​ ( 24,420 ) ​ 11,062 ​ ( 62,399 ) Inventories ​ 105 ​ ( 6,099 ) ​ ( 9,231 ) Prepaid expenses and other current assets ​ ( 5,612 ) ​ ( 6,540 ) ​ ( 2,485 ) Other assets ​ ( 22,617 ) ​ 5,775 ​ ( 13,918 ) Accounts payable ​ 23,083 ​ 5,408 ​ 27,730 Deferred revenue—gift cards ​ 37,347 ​ 33,799 ​ 67,845 Accrued wages ​ 13,518 ​ ( 10,172 ) ​ 12,734 Prepaid income taxes and income taxes payable ​ 1,514 ​ 5,953 ​ ( 8,973 ) Accrued taxes and licenses ​ 6,581 ​ 1,889 ​ 8,624 Other accrued liabilities ​ ( 3,460 ) ​ 2,147 ​ 20,352 Operating lease right-of-use assets and lease liabilities ​ 6,313 ​ 5,268 ​ 5,553 Other liabilities ​ 25,103 ​ ( 4,510 ) ​ ( 9,671 ) Net cash provided by operating activities ​ 564,984 ​ 511,725 ​ 468,826 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures—property and equipment ​ ( 347,034 ) ​ ( 246,121 ) ​ ( 200,692 ) Acquisition of franchise restaurants, net of cash acquired ​ ​ ( 39,153 ) ​ ​ ( 33,069 ) ​ ​ — Proceeds from sale of investments in unconsolidated affiliates ​ ​ 627 ​ ​ 316 ​ ​ — Proceeds from sale of property and equipment ​ 2,110 ​ 2,269 ​ — Proceeds from sale leaseback transactions ​ ​ 16,283 ​ ​ 12,871 ​ ​ 5,588 Net cash used in investing activities ​ ( 367,167 ) ​ ( 263,734 ) ​ ( 195,104 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments on revolving credit facility ​ ​ ( 50,000 ) ​ ​ ( 50,000 ) ​ ​ ( 140,000 ) Debt issuance costs ​ ​ — ​ ​ — ​ ​ ( 708 ) Distributions to noncontrolling interest holders ​ ( 7,974 ) ​ ( 7,775 ) ​ ( 8,206 ) Acquisition of noncontrolling interest ​ ​ — ​ ​ ( 1,735 ) ​ ​ — Proceeds from restricted stock and other deposits, net ​ 405 ​ 307 ​ 602 Indirect repurchase of shares for minimum tax withholdings ​ ( 12,688 ) ​ ( 13,576 ) ​ ( 17,628 ) Repurchase of shares of common stock ​ ​ ( 49,993 ) ​ ​ ( 212,859 ) ​ ​ ( 51,634 ) Dividends paid to shareholders ​ ( 147,182 ) ​ ( 124,137 ) ​ ( 83,658 ) Net cash used in financing activities ​ ( 267,432 ) ​ ( 409,775 ) ​ ( 301,232 ) Net decrease in cash and cash equivalents ​ ( 69,615 ) ​ ( 161,784 ) ​ ( 27,510 ) Cash and cash equivalents—beginning of period ​ 173,861 ​ 335,645 ​ 363,155 Cash and cash equivalents—end of period ​ $ 104,246 ​ $ 173,861 ​ $ 335,645 Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid, net of amounts capitalized ​ $ 1,119 ​ $ 1,547 ​ $ 3,186 Income taxes paid ​ $ 39,861 ​ $ 25,910 ​ $ 39,789 Capital expenditures included in current liabilities ​ $ 47,550 ​ $ 34,689 ​ $ 23,087 ​ See accompanying Notes to Consolidated Financial Statements. ​ F-8 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) (1) Description of Business Texas Roadhouse, Inc. and subsidiaries (collectively, the "Company," "we," "our" and/or "us"), is a growing restaurant company operating predominantly in the casual dining segment. Our late founder, W. Kent Taylor, started the business in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana. The Company maintains three restaurant concepts operating as Texas Roadhouse, Bubba’s 33 and Jaggers. 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, there were 58 domestic and 48 international restaurants. As of December 27, 2022, we owned and operated 597 restaurants and franchised an additional 100 restaurants in 49 states and ten foreign countries. Of the 100 franchise restaurants, 62 were domestic and 38 were international restaurants. (2) Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements present the financial position, results of operations and cash flows of the Company and its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. As of December 26, 2023 and December 27, 2022, we owned a majority interest in 20 company restaurants. The operating results of these majority-owned restaurants are consolidated and the portion of income attributable to noncontrolling interests is reflected in the line item net income attributable to noncontrolling interests in our consolidated statements of income and comprehensive income. As of December 26, 2023 and December 27, 2022, we owned a 5.0 % to 10.0 % equity interest in 20 and 23 domestic franchise restaurants, respectively. These unconsolidated restaurants are accounted for using the equity method. Our investments in these unconsolidated affiliates are included in other assets in our consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates in our consolidated statements of income and comprehensive income under equity income (loss) from investments in unconsolidated affiliates. Fiscal Year We utilize a 52 or 53 week accounting period that typically ends on the last Tuesday in December. 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 years 2023, 2022 and 2021 were 52 weeks in length. Use of Estimates We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reporting of revenue and expenses during the period to prepare these consolidated financial statements in conformity with U.S. 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. Actual results could differ from those estimates. Segment Reporting 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 F-9 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") ASC 280, Segment Reporting . We have identified Texas Roadhouse, Bubba’s 33, Jaggers and our retail initiatives as separate operating segments. In addition, we have identified Texas Roadhouse and Bubba’s 33 as reportable segments. For further discussion of segment reporting, refer to Note 19. Cash and Cash Equivalents We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents also include receivables from credit card companies as these balances are highly liquid in nature and are settled within two to three business days. These amounted to $ 27.8 million and $ 22.0 million at December 26, 2023 and December 27, 2022, respectively. Receivables 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 royalty fees. Receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical collection experience, adjusted for current and forecasted economic conditions and other factors such as credit risk or industry trends, and the age of receivables. We review our allowance for doubtful accounts quarterly. Past due balances over 120 days are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Inventories Inventories, consisting principally of food, beverages and supplies, are valued at the lower of cost (first-in, first-out) or net realizable value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Depreciation is computed on property and equipment, including assets located on leased properties, over the shorter of the estimated useful lives of the related assets or the underlying lease term using the straight- line method. In most cases, assets on leased properties are depreciated over a period of time which includes both the initial term of the lease and one or more option periods. The estimated useful lives are: ​ ​ ​ ​ ​ Land improvements 10 - 25 years Buildings and leasehold improvements 10 - 25 years ​ Furniture, fixtures and equipment 3 - 10 years ​ ​ The cost of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived assets and included in Property and equipment, net. F-10 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) Cloud Computing Arrangements The Company capitalizes cloud computing implementation costs and amortizes these costs on a straight-line basis over the term of the related service agreement, including renewal periods that are reasonably certain to be exercised. Capitalized cloud computing implementation costs were $ 3.0 million and $ 1.9 million, net of accumulated amortization, as of December 26, 2023 and December 27, 2022, respectively. These costs are included in prepaid expenses and other current assets and other assets in our consolidated balance sheets. Related amortization expense was $ 1.4 million, $ 1.0 million and $ 0.2 million f or the years ended December 26, 2023, December 27, 2022, and December 28, 2021, respectively, and is included in general and administrative expenses in our consolidated statements of income and comprehensive income. Leases 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. We estimate the present value based on our incremental borrowing rate which corresponds to the underlying lease term. In addition, operating lease right-of-use assets are reduced for accrued rent and increased for any initial direct costs recognized at lease inception. For real estate and restaurant equipment leases commencing in 2019 and later, we account for lease and non-lease components as a single lease component. Reductions of the right-of-use asset and the changes in the lease liability are included within the changes in operating lease right-of-use assets and lease liabilities in our consolidated statements of cash flows. Certain of our operating leases contain predetermined fixed escalations of the minimum rent over the lease term. For these leases, we recognize the related total rent expense on a straight-line basis over the lease term. We may receive rent concessions or leasehold improvement incentives upon opening a restaurant that is subject to a lease which we consider when determining straight-line rent expense. We also may receive rent holidays, which would begin on the possession date and end when the store opens, during which no cash rent payments are typically due under the terms of the lease. Rent holidays are included in the lease term when determining straight-line rent expense. In recognizing straight-line rent expense, we record the difference between amounts charged to operations and amounts paid as accrued rent. Certain of our operating leases contain clauses that provide for additional contingent rent based on a percentage of sales greater than certain specified target amounts. We recognize contingent rent expense as variable rent expense prior to the achievement of the specified target that triggers the contingent rent, provided achievement of the target is considered probable. In addition, certain of our operating leases have variable escalations of the minimum rent that depend on an index or rate. For these leases, we recognize operating lease right-of-use assets and operating lease liabilities based on the index or rate at the commencement date. Any subsequent changes to the index or rate are recognized as variable rent expense when the escalation is determinable. Sale-leasebacks are transactions through which we sell previously acquired land at fair value and subsequently enter into a lease agreement on the same land. The resulting lease agreement is evaluated to determine classification as an operating or finance lease and is recorded based on the lease classification. Refer to Note 8 for further discussion of leases. Goodwill Goodwill represents the excess of cost over fair value of assets of businesses acquired. In accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350"), goodwill is not subject to amortization and is evaluated for impairment on an annual basis, or sooner if an event or other circumstance indicates that goodwill may be impaired. The annual assessment date is the first day of our fourth quarter. F-11 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) ASC 350 requires that goodwill be tested for impairment at the reporting unit level, or the level of internal reporting that reflects the way in which an entity manages its businesses. A reporting unit is defined as an operating segment, or one level below an operating segment. Our goodwill reporting units are at the concept level. As stated in ASC 350, an entity may first assess qualitative factors in order to determine if it is necessary to perform the quantitative test. In 2023, 2022 and 2021, we elected to perform a qualitative assessment for our annual review of goodwill. This review included evaluating factors such as macroeconomic conditions, industry and market considerations, cost factors, changes in management or key personnel, sustained decreases in share price and the overall financial performance of the Company’s reporting units at the concept level. As a result of the qualitative assessment, no indicators of impairment were identified, and no additional indicators of impairment were identified through the end of the fiscal year that would require additional testing. In 2023, 2022 and 2021, we determined there was no goodwill impairment. Refer to Note 7 for additional information related to goodwill and intangible assets. Other Assets Other assets consist primarily of deferred compensation plan assets, investments in unconsolidated affiliates and deposits. For further discussion of the deferred compensation plan, refer to Note 15 and Note 16. Impairment or Disposal of Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment , long-lived assets related to each restaurant to be held and used in the business, such as property and equipment, operating lease right-of-use assets and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. For the purposes of this evaluation, we define the asset group at the individual restaurant level. When we evaluate the restaurants, cash flows are the primary indicator of impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the restaurant to estimated undiscounted future cash flows expected to be generated by the restaurant. Under our policies, trailing 12- month cash flow results under a predetermined amount at the individual restaurant level signals potential impairment. In our evaluation of restaurants that do not meet the cash flow threshold, we estimate future undiscounted cash flows from operating the restaurant over its remaining useful life, which can be for a period of over 20 years . 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 of future sales growth. Assumptions about important factors such as the trend of future operations and sales growth are limited to those that are supportable based upon the plans for the restaurant and actual results at comparable restaurants. If the carrying amount of the restaurant exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount exceeds the estimated fair value of the assets. We generally measure fair value by discounting estimated future cash flows. When fair value is measured by discounting estimated future cash flows, the assumptions used are consistent with what we believe hypothetical market participants would use. We also use a discount rate that is commensurate with the risk inherent in the projected cash flows. The adjusted carrying amounts of assets to be held and used are depreciated over their remaining useful life. Refer to Note 17 for further discussion of amounts recorded as part of our impairment analysis. ​ F-12 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) Insurance Reserves We self- insure a significant portion of expected losses under our health, workers’ compensation, general liability, employment practices liability, and property insurance programs. We purchase insurance for individual claims that exceed the retention amounts listed below: ​ ​ ​ ​ ​ ​ ​ ​ December 26, 2023 ​ December 27, 2022 Employment practices liability ("EPL") $ 500,000 $ 500,000 EPL Class Action ​ $ 2,500,000 ​ $ 2,500,000 Workers' compensation ​ $ 350,000 ​ $ 350,000 General liability (1) ​ $ 2,500,000 ​ $ 2,500,000 Property ​ $ 250,000 ​ $ 250,000 Employee healthcare ​ $ 400,000 ​ $ 400,000 (1) In addition to the retention amount of $ 2,500,000 , we have an additional retention corridor that includes claim costs between $ 5,000,000 and $ 10,000,000 related to dram shop statutes. We record a liability for unresolved claims and for an estimate of incurred but not reported claims based on historical experience. The estimated liability is based on a number of assumptions and factors regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Our assumptions are reviewed, monitored, and adjusted when warranted by changing circumstances. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires an entity to allocate the transaction price received from customers to each separate and distinct performance obligation and recognize revenue as these performance obligations are satisfied. We recognize revenue from company restaurant sales when food and beverage products are sold. Restaurant sales include gross food and beverage sales, net of promotions and discounts, for all company restaurants. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from restaurant sales in the consolidated statements of income and comprehensive income. We record deferred revenue for gift cards that have been sold but not yet redeemed. When the gift cards are redeemed, we recognize restaurant sales and reduce deferred revenue. For some of the gift cards that are sold we have determined that, based on our historic gift card redemption patterns, the likelihood of redemption is remote. For these gift cards, we record a breakage adjustment 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 review the breakage rate on an annual basis, or sooner if circumstances indicate that the rate may have significantly changed and update the rate accordingly 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. 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. 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. F-13 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) Income Taxes 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. We recognize both interest and penalties on unrecognized tax benefits as part of income tax expense. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. For all years presented, no valuation allowances have been recorded. Advertising We have a domestic system- wide marketing and advertising fund. We maintain control of the marketing and advertising fund and, as such, have consolidated the fund’s activity for all the years presented. 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 recorded as a component of other operating costs. Advertising contributions received from our franchisees are recorded as a component of franchise royalties and fees in our consolidated statements of income and comprehensive income. Other costs related to local restaurant area marketing initiatives are included in other operating costs in our consolidated statements of income and comprehensive income. These costs and the company restaurant contribution amounted to $ 28.3 million, $ 25.0 million and $ 21.1 million for the years ended December 26, 2023, December 27, 2022, and December 28, 2021, respectively. Pre-opening Expenses Pre-opening expenses, which are charged to operations as incurred, consist of expenses incurred before the opening of a new or relocated restaurant and consist principally of opening team and training team compensation and benefits, travel expenses, rent, food, beverage and other initial supplies and expenses. Comprehensive Income ASC 220, Income Statement—Reporting Comprehensive Income , establishes standards for reporting and the presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income consists of net income and foreign currency translation adjustments which are excluded from net income under GAAP. Foreign currency translation adjustment represents the unrealized impact of translating the financial statements of our foreign investment. Fair Value of Financial Instruments Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurement , establishes a framework for measuring fair value and expands disclosures about fair value measurements. This includes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable F-14 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) inputs in measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. ​ ​ Level 1 Inputs based on quoted prices in active markets for identical assets. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the assets, either directly or indirectly. Level 3 Inputs that are unobservable for the asset. Fair value measurements are separately disclosed by level within the fair value hierarchy. Refer to Note 16 for further discussion of fair value measurement. Recently Adopted Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting. These changes are intended to simplify the market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. We adopted this guidance during the 2023 fiscal year and the adoption did not have an impact on our consolidated financial statements. Recently Issued 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 are currently assessing the impact of this new standard on our segment reporting disclosures. 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. 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. ​ (3) Revenue The following table disaggregates our revenue by major source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ December 26, 2023 ​ December 27, 2022 ​ December 28, 2021 Restaurant and other sales $ 4,604,554 ​ $ 3,988,791 ​ $ 3,439,176 Franchise royalties ​ 24,169 ​ ​ 23,058 ​ ​ 21,770 Franchise fees ​ 2,949 ​ ​ 3,070 ​ ​ 3,000 Total revenue $ 4,631,672 ​ $ 4,014,919 ​ $ 3,463,946 ​ F-15 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) The following table presents a rollforward of deferred revenue-gift cards: ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ December 26, 2023 ​ December 27, 2022 Beginning balance $ 335,403 ​ $ 300,657 Gift card activations, net of third-party fees ​ 420,047 ​ ​ 366,606 Gift card redemptions and breakage ​ ( 381,537 ) ​ ​ ( 331,860 ) Ending balance ​ 373,913 ​ ​ 335,403 ​ We recognized restaurant sales of $ 209.2 million for the year ended December 26, 2023 related to amounts in deferred revenue as of December 27, 2022. We recognized restaurant sales of $ 190.5 million for the year ended December 27, 2022 related to amounts in deferred revenue as of December 28, 2021. (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. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $ 39.1 million, net of cash acquired, for 100 % of the entities. 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 and comprehensive 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. The following table summarizes the consideration paid for these acquisitions and the estimated preliminary fair value of the assets acquired and the liabilities assumed at the acquisition date, which are adjusted for measurement-period adjustments through December 26, 2023. ​ ​ ​ ​ ​ Inventory ​ $ 410 Other assets ​ ​ 293 Property and equipment ​ 17,763 Operating lease right-of-use assets ​ ​ 4,775 Goodwill ​ 20,067 Intangible assets ​ 1,700 Deferred revenue-gift cards ​ ​ ( 1,164 ) Current portion of operating lease liabilities ​ ( 110 ) Operating lease liabilities, net of current portion ​ ​ ( 4,665 ) ​ ​ $ 39,069 ​ 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 2.2 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. ​ Pro forma financial detail and operating results for the year ended December 26, 2023 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. F-16 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) On March 30, 2022, we completed the acquisition of one franchise Texas Roadhouse restaurant located in Nebraska in which we previously held a 5.49 % equity interest. Pursuant to the terms of the acquisition agreement, we paid a total purchase price of $ 6.6 million, net of cash acquired, for 100 % of the entity. The transaction was accounted for as a step acquisition and we recorded a gain of $ 0.3 million on our previous investment in equity income from investments in unconsolidated affiliates in the consolidated statements of income and comprehensive income. On December 29, 2021, the first day of the 2022 fiscal year, we completed the acquisition of seven franchise Texas Roadhouse restaurants located in South Carolina and Georgia. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $ 26.5 million, net of cash acquired. These acquisitions are consistent with our long-term strategy to increase net income and earnings per share. The transactions were accounted for using the acquisition method as defined in ASC 805, Business Combinations . 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. ​ ​ ​ ​ ​ Inventory ​ $ 321 Other assets ​ ​ 222 Property and equipment ​ ​ 4,841 Operating lease right-of-use assets ​ ​ 1,221 Goodwill ​ ​ 22,616 Intangible assets ​ ​ 6,100 Deferred revenue-gift cards ​ ​ ( 947 ) Current portion of operating lease liabilities ​ ​ ( 47 ) Operating lease liabilities, net of current portion ​ ​ ( 1,174 ) ​ ​ $ 33,153 ​ Intangible assets represent reacquired franchise rights which are being amortized over a weighted-average useful life of 3.4 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. Pro forma financial detail and operating results for the year ended December 27, 2022 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. (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. 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 lenders. The credit facility has a maturity date of May 1, 2026. On May 19, 2023, we amended the credit facility to provide for the transition from LIBOR to the Secured Overnight Financing Rate ("SOFR") as the benchmark rate for purposes of calculating interest on outstanding borrowings. Pursuant to the amendment, we are required to pay interest on outstanding borrowings at the Term SOFR, plus a fixed adjustment of 0.10 % and a variable adjustment of 0.875 % to 1.875 % depending on our leverage ratio. At the time of transition to the Term SOFR, we had no outstanding borrowings under the credit facility. F-17 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) 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 27, 2022, we had $ 50.0 million outstanding on the credit facility, which was repaid in 2023, and $ 233.5 million of availability, net of $ 16.5 million of outstanding letters of credit. The outstanding amount as of December 27, 2022 is included as long-term debt on our consolidated balance sheet. The interest rate for the credit facility as of December 26, 2023 and December 27, 2022 was 6.23 % and 5.21 % , 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 26, 2023 and December 27, 2022. (6) Property and Equipment, Net Property and equipment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 26, December 27, ​ ​ 2023 ​ 2022 Land and improvements ​ $ 165,919 ​ $ 148,220 Buildings and leasehold improvements ​ 1,369,400 ​ 1,206,930 Furniture, fixtures and equipment ​ 908,489 ​ 797,058 Construction in progress ​ 93,527 ​ 73,639 Liquor licenses ​ 16,242 ​ 12,538 ​ ​ 2,553,577 ​ 2,238,385 Accumulated depreciation and amortization ​ ( 1,078,855 ) ​ ( 968,036 ) ​ ​ $ 1,474,722 ​ $ 1,270,349 ​ For the years ended December 26, 2023, December 27, 2022 and December 28, 2021, the amount of interest capitalized in connection with restaurant construction was $ 0.5 million, $ 1.3 million and $ 0.2 million, respectively. (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: ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ Intangible Assets Balance as of December 28, 2021 $ 127,001 ​ $ 1,520 Additions ​ 21,731 ​ ​ 6,900 Amortization expense ​ — ​ ​ ( 2,813 ) Balance as of December 27, 2022 $ 148,732 ​ $ 5,607 Additions ​ 20,952 ​ ​ 900 Amortization expense ​ — ​ ​ ( 3,024 ) Balance as of December 26, 2023 $ 169,684 ​ $ 3,483 ​ Intangible assets consist of reacquired franchise rights. The gross carrying amount and accumulated amortization of the intangible assets at December 26, 2023 were $ 24.4 million and $ 20.9 million, respectively. As of December 27, 2022, the gross carrying amount and accumulated amortization of the intangible assets were $ 23.5 million and $ 17.9 F-18 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) million, respectively. 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 four years is expected to range from zero to $ 2.2 million. Refer to Note 4 for discussion of the acquisitions completed for the years ended December 26, 2023 and December 27, 2022. ​ (8) Leases 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 . As of December 26, 2023 and December 27, 2022, these amounts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 26, 2023 ​ Real estate ​ Equipment ​ Total Operating lease right-of-use assets $ 686,271 ​ $ 7,743 ​ $ 694,014 ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of operating lease liabilities ​ 25,812 ​ ​ 1,599 ​ ​ 27,411 Operating lease liabilities, net of current portion ​ 740,446 ​ ​ 3,030 ​ ​ 743,476 Total operating lease liabilities $ 766,258 ​ $ 4,629 ​ $ 770,887 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, 2022 ​ Real estate ​ Equipment ​ Total Operating lease right-of-use assets $ 625,164 ​ $ 5,094 ​ $ 630,258 ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of operating lease liabilities ​ 23,803 ​ ​ 1,687 ​ ​ 25,490 Operating lease liabilities, net of current portion ​ 674,468 ​ ​ 3,406 ​ ​ 677,874 Total operating lease liabilities $ 698,271 ​ $ 5,093 ​ $ 703,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F-19 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) Information related to our real estate operating leases for the fiscal years ended December 26, 2023 and December 27, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ Real estate costs ​ ​ ​ ​ December 26, 2023 ​ ​ December 27, 2022 ​ Operating lease ​ ​ ​ $ 75,068 ​ $ 68,742 ​ Variable lease ​ ​ ​ ​ 5,079 ​ ​ 4,393 ​ Total lease costs ​ ​ ​ $ 80,147 ​ $ 73,135 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate lease liabilities maturity analysis ​ ​ ​ ​ ​ ​ ​ December 26, 2023 ​ 2024 ​ ​ ​ ​ ​ ​ $ 73,511 ​ 2025 ​ ​ ​ ​ ​ ​ ​ 72,379 ​ 2026 ​ ​ ​ ​ ​ ​ ​ 72,279 ​ 2027 ​ ​ ​ ​ ​ ​ ​ 72,690 ​ 2028 ​ ​ ​ ​ ​ ​ ​ 73,328 ​ Thereafter ​ ​ ​ ​ ​ ​ ​ 968,299 ​ Total ​ ​ ​ ​ ​ ​ $ 1,332,486 ​ Less interest ​ ​ ​ ​ ​ ​ ​ 566,228 ​ Total discounted operating lease liabilities ​ ​ ​ ​ ​ ​ $ 766,258 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ Real estate leases other information ​ ​ ​ ​ December 26, 2023 ​ ​ December 27, 2022 ​ Cash paid for amounts included in measurement of operating lease liabilities ​ ​ ​ $ 68,755 ​ $ 63,269 ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ ​ $ 83,310 ​ $ 54,666 ​ Weighted-average remaining lease term (years) ​ ​ ​ ​ 17.71 ​ ​ 17.57 ​ Weighted-average discount rate ​ ​ ​ ​ 6.49 % ​ 6.34 % ​ Operating lease payments exclude $ 39.2 million of future minimum lease payments for executed real estate leases of which we have not yet taken possession. In addition to the above operating leases, as of December 26, 2023, we had two finance leases with a right-of-use asset balance and lease liability balance of $ 2.0 million and $ 2.8 million, respectively. As of December 27, 2022, we had two finance leases with a right-of-use asset balance and lease liability balance of $ 2.1 million and $ 2.7 million, respectively. 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 2023, we entered into six sale leaseback transactions that generated proceeds of $ 16.3 million and no gain or loss was recognized on the transactions. In 2022, we entered into four sale leaseback that generated proceeds of $ 12.9 million and no gain or loss was recognized on the transactions. The resulting operating leases are included in the operating lease right-of-use assets and lease liabilities noted above. F-20 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) (9) Income Taxes Components of our income tax expense for the years ended December 26, 2023, December 27, 2022, and December 28, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ December 26, 2023 December 27, 2022 December 28, 2021 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 21,694 ​ $ 15,549 ​ $ 16,700 State ​ 19,105 ​ 18,120 ​ 13,539 Foreign ​ ​ 735 ​ ​ 590 ​ ​ 443 Total current ​ 41,534 ​ 34,259 ​ 30,682 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ 4,518 ​ ​ 9,664 ​ 7,391 State ​ ( 1,403 ) ​ ​ ( 208 ) ​ 1,505 Total deferred ​ 3,115 ​ 9,456 ​ 8,896 Income tax expense ​ $ 44,649 ​ $ 43,715 ​ $ 39,578 ​ 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 26, 2023, December 27, 2022, and December 28, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ December 26, 2023 ​ December 27, 2022 ​ December 28, 2021 ​ Tax at statutory federal rate ​ 21.0 % 21.0 % 21.0 % State and local tax, net of federal benefit ​ 3.6 ​ 3.7 ​ 3.8 ​ FICA tip tax credit ​ ( 11.1 ) ​ ( 10.5 ) ​ ( 9.3 ) ​ Work opportunity tax credit ​ ( 1.0 ) ​ ( 1.3 ) ​ ( 1.2 ) ​ Share-based compensation ​ ( 0.5 ) ​ ( 0.1 ) ​ ( 1.5 ) ​ Net income attributable to noncontrolling interests ​ ( 0.4 ) ​ ( 0.4 ) ​ ( 0.5 ) ​ Officers compensation ​ 0.6 ​ 0.7 ​ 1.1 ​ Other ​ 0.3 ​ 0.5 ​ 0.1 ​ Total ​ 12.5 % 13.6 % 13.5 % ​ F-21 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) Components of deferred tax liabilities, net were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 26, 2023 December 27, 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ Deferred revenue—gift cards ​ $ 32,999 ​ $ 29,889 Insurance reserves ​ ​ 8,351 ​ ​ 6,506 Other reserves ​ 1,884 ​ 1,060 Share-based compensation ​ 5,241 ​ 5,059 Operating lease liabilities ​ ​ 191,422 ​ ​ 173,853 Deferred compensation ​ 21,697 ​ 17,934 Tax credit carryforwards ​ ​ 45 ​ ​ 2,740 Other assets ​ 3,907 ​ 2,991 Total deferred tax asset ​ 265,546 ​ 240,032 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Property and equipment ​ ( 90,638 ) ​ ( 82,832 ) Goodwill and intangibles ​ ( 9,116 ) ​ ( 8,374 ) Operating lease right-of-use asset ​ ​ ( 171,999 ) ​ ​ ( 155,837 ) Other liabilities ​ ​ ( 16,897 ) ​ ​ ( 13,968 ) Total deferred tax liability ​ ( 288,650 ) ​ ( 261,011 ) Net deferred tax liability ​ $ ( 23,104 ) ​ $ ( 20,979 ) ​ As of December 27, 2022, we had a tax credit carryforward of $ 2.7 million primarily related to FICA tip and Work opportunity tax credits that exceeded credit limitations. This federal carryforward was fully utilized during 2023. A reconciliation of the beginning and ending liability for unrecognized tax benefits was as follows: ​ ​ ​ ​ Balance at December 28, 2021 $ 1,528 Additions to tax positions related to prior years 1,545 Additions to tax positions related to current year ​ 872 Reductions due to statute expiration ​ - Reductions due to exam settlement ( 20 ) Balance at December 27, 2022 3,925 Additions to tax positions related to prior years ​ 964 Additions to tax positions related to current year 139 Reductions due to statute expiration ( 246 ) Reductions due to exam settlement ​ - Balance at December 26, 2023 $ 4,782 ​ As of December 26, 2023 and December 27, 2022, the amount of unrecognized tax benefits that would impact the effective tax rate if recognized was $ 2.5 million and $ 2.1 million, respectively. As of December 26, 2023 and December 27, 2022, 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 26, 2023 possess a December tax year-end. As a result, as of December 26, 2023, the tax years ended December 27, 2022, December 28, 2021 and December 29, 2020 remain subject to examination by all tax jurisdictions. As of December 26, 2023, 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 26, 2023, no event occurred that is likely to result in a significant increase or decrease in the unrecognized tax benefits through December 31, 2024. F-22 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) (10) Preferred Stock Our Board of Directors (the "Board") is authorized, without further vote or action by the holders of common stock, to issue from time to time up to an aggregate of 1,000,000 shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the Board, which may include, but are not limited to, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights. There were no shares of preferred stock outstanding at December 26, 2023 and December 27, 2022. (11) Stock Repurchase Program On March 17, 2022, our Board approved a stock repurchase program under which we may repurchase 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 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. For the year ended December 26, 2023, we paid $ 50.0 million to repurchase 455,026 shares of our common stock. For the year ended December 27, 2022, we paid $ 212.9 million to repurchase 2,734,005 shares of our common stock. This included $ 133.1 million repurchased under our current authorized stock repurchase program and $ 79.7 million repurchased under our prior authorization. As of December 26, 2023, we had $ 116.9 million remaining under our authorized stock repurchase program. (12) Earnings Per Share The share and net income per share data for all periods presented are based on the historical weighted- average shares outstanding. The diluted earnings per share calculations show the effect of the weighted- average restricted stock units outstanding from our equity incentive plans. Performance stock units are not included in the diluted earnings per share calculation until the performance-based criteria have been met. Refer to Note 14 for further discussion of our equity incentive plans. 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. 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 and comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 26, December 27, December 28, ​ ​ 2023 ​ 2022 ​ 2021 Net income attributable to Texas Roadhouse, Inc. and subsidiaries ​ $ 304,876 ​ $ 269,818 ​ $ 245,294 Basic EPS: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding ​ 66,893 ​ 67,643 ​ ​ 69,709 Basic EPS ​ $ 4.56 ​ $ 3.99 ​ $ 3.52 Diluted EPS: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding ​ 66,893 ​ 67,643 ​ ​ 69,709 Dilutive effect of nonvested stock units ​ 256 ​ 277 ​ ​ 389 Shares-diluted ​ 67,149 ​ 67,920 ​ 70,098 Diluted EPS ​ $ 4.54 ​ $ 3.97 ​ $ 3.50 ​ ​ F-23 Table of Contents 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 26, 2023 and December 27, 2022 was $ 237.4 million and $ 205.7 million, respectively. As of December 26, 2023 and December 27, 2022, we are contingently liable for $ 10.4 million and $ 11.3 million, respectively, for seven lease guarantees. These amounts represent the maximum potential liability of future payments under the guarantees. In the event of default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover damages incurred. No liabilities have been recorded as of December 26, 2023 or December 27, 2022, 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 26, 2023, 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. 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. None of these types of litigation, most of which are covered by insurance, has had a material effect on us and, as of the date of this report, we are not party to any litigation that we believe could have a material adverse effect on our business. (14) Share-based Compensation On May 13, 2021, our shareholders approved the Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan (the "Plan"). The Plan provides for the granting of various forms of equity awards including options, stock appreciation rights, full value awards, and performance-based awards. The Company provides restricted stock units ("RSUs") to employees as a form of share-based compensation. A RSU is the conditional right to receive one share of common stock upon satisfaction of the vesting requirement. In addition to RSUs, the Company provides performance stock units ("PSUs") to certain members of management as a form of share-based compensation. 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. The following table summarizes the share-based compensation recorded in the accompanying consolidated statements of income and comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 26, December 27, December 28, ​ 2023 ​ 2022 ​ 2021 Labor expense ​ $ 11,470 ​ $ 10,656 ​ $ 10,323 General and administrative expense ​ 22,760 ​ 26,007 ​ 27,816 Total share-based compensation expense ​ $ 34,230 ​ $ 36,663 ​ $ 38,139 ​ We recognize expense for RSUs and PSUs over the vesting term based on the grant date fair value of the award. We record forfeitures as they occur. Activity for our share- based compensation by type of grant for the year ended December 26, 2023 is presented below. F-24 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) Summary Details for RSUs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average Weighted-Average ​ ​ ​ ​ ​ ​ Grant Date Fair ​ Remaining Contractual ​ Aggregate ​ ​ Shares ​ Value ​ Term (years) ​ Intrinsic Value Outstanding at December 27, 2022 494,839 ​ $ 84.55 ​ ​ ​ ​ ​ Granted 346,013 ​ ​ 103.87 ​ ​ ​ ​ ​ Forfeited ( 38,111 ) ​ ​ 90.34 ​ ​ ​ ​ ​ Vested ( 360,414 ) ​ ​ 85.48 ​ ​ ​ ​ ​ Outstanding at December 26, 2023 442,327 ​ $ 98.41 0.9 ​ $ 53,602 ​ As of December 26, 2023, with respect to unvested RSUs, there was $ 20.6 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.9 years. The vesting terms of all RSUs range from 1.0 to 5.0 years. The total intrinsic value of RSUs vested during the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was $ 37.8 million, $ 37.1 million and $ 54.7 million, respectively. The excess tax benefit associated with vested RSUs for the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was $ 1.7 million, $ 0.4 million and $ 4.3 million, respectively, which was recognized in the income tax provision. Summary Details for PSUs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average Weighted-Average ​ ​ ​ ​ ​ ​ Grant Date Fair ​ Remaining Contractual ​ Aggregate ​ ​ Shares ​ Value ​ Term (years) ​ Intrinsic Value Outstanding at December 27, 2022 29,600 ​ $ 87.52 ​ ​ ​ ​ ​ Granted 40,000 ​ ​ 95.76 ​ ​ ​ ​ ​ Performance shares adjustment (1) ​ 6,179 ​ ​ 85.46 ​ ​ ​ ​ ​ Forfeited ( 8,700 ) ​ ​ 91.85 ​ ​ ​ ​ ​ Vested ( 31,379 ) ​ ​ 87.05 ​ ​ ​ ​ ​ Outstanding at December 26, 2023 35,700 ​ $ 94.61 0.1 ​ $ 4,324 (1) Additional shares from the January 2022 PSU grant that vested in January 2023 due to exceeding the initial 100% target. We grant PSUs to certain members of management subject to a one-year vesting and 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. For each grant, PSUs vest after meeting the performance and service conditions. The total intrinsic value of PSUs vested during the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was $ 3.3 million, $ 5.4 million and $ 0.4 million, respectively. On January 8, 2024, approximately 43,000 shares vested related to the January 2023 PSU grant and are expected to be distributed during the 13 weeks ending March 26, 2024. As of December 26, 2023, with respect to unvested PSUs, the amount of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.1 year was not significant. The allowable excess tax benefit associated with vested PSUs for the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was not significant. (15) Employee Benefit Plans We have a defined contribution benefit plan ("401(k) Plan") that is available to our Support Center employees and managers in our restaurants who meet certain compensation and eligibility requirements. 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. Beginning in 2022, we implemented a company match of a certain percentage of the employee contributions to the 401(k) Plan. For the year ended December 26, 2023, company contributions totaling $ 7.1 F-25 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) million and $ 1.8 million were recorded in labor expense and general and administrative expense, respectively, within the consolidated statements of income and comprehensive income. For the year ended December 27, 2022, company contributions totaling $ 5.4 million and $ 1.6 million were recorded in labor expense and general and administrative expense, respectively, within the consolidated statements of income and comprehensive 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 year ended 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 and comprehensive income. Refer to Note 16 for further discussion on the fair value measurement of the deferred compensation plan assets and liabilities. (16) Fair Value Measurement At December 26, 2023 and December 27, 2022, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values based on the short-term nature of these instruments. At December 27, 2022, the fair value of our credit facility approximated its carrying value since it is a variable rate credit facility (Level 2). There were no transfers among levels within the fair value hierarchy during the year ended December 26, 2023. The following table presents the fair values for our financial assets and liabilities measured on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ Level December 26, 2023 December 27, 2022 Deferred compensation plan—assets 1 ​ $ 81,316 ​ $ 61,835 Deferred compensation plan—liabilities 1 ​ $ ( 81,222 ) ​ $ ( 61,668 ) ​ We report the accounts of the deferred compensation plan in other assets and the corresponding liability in other liabilities in our consolidated financial statements. These investments are considered trading securities and are reported at fair value based on quoted market prices. 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 and comprehensive income. The following table presents the fair value of our assets measured on a nonrecurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ Total gain (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 26, December 27, ​ December 26, ​ December 27, ​ ​ Level ​ 2023 ​ 2022 ​ 2023 ​ 2022 Long-lived assets held for sale ​ 3 ​ $ — ​ $ — ​ $ — ​ $ 690 Long-lived assets held for use ​ 3 ​ $ — ​ $ 2,000 ​ $ — ​ $ ( 997 ) Operating lease right-of-use assets ​ 3 ​ $ — ​ $ — ​ $ — ​ $ ( 708 ) ​ Long-lived assets held for sale included land and building at a site that relocated. These assets were sold during the fiscal year ended December 27, 2022 and resulted in a gain of $ 0.7 million which is included in impairment and closure, net in our consolidated statements of income and comprehensive income. Long-lived assets held for use include the land and building for one underperforming restaurant that was impaired down to fair value in 2022. These assets were valued using a Level 3 input. This impairment, which totaled $ 1.0 million, is included in impairment and closure costs , net in our consolidated statements of income and comprehensive income. For further discussion of impairment charges, refer to Note 17. Operating lease right-of-use assets as of December 27, 2022 includes the lease related assets for two restaurants that F-26 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) were relocated in 2022. These assets were reduced to a fair value of zero in 2022. This resulted in a loss of $ 0.7 million for the fiscal year ended December 27, 2022, which is included in impairment and closure, net in our consolidated statements of income and comprehensive income. (17) Impairment and Closure Costs We recorded impairment and closure costs of $ 0.3 million, $ 1.6 million and $ 0.7 million for the years ended December 26, 2023, December 27, 2022 and December 28, 2021, respectively. Impairment and closure costs in 2023 included $ 0.3 million related to ongoing closure costs for stores which have 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. Impairment and closure costs in 2021 included $ 0.7 million related to the impairment of the fixed assets and operating lease right-of-use assets at two restaurants, both of which have relocated. (18) Related Party Transactions As of December 26, 2023, December 27, 2022 and December 28, 2021, 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 $ 2.0 million, $ 1.8 million and $ 1.7 million for the years ended December 26, 2023, December 27, 2022, and December 28, 2021, respectively, related to these restaurants. (19) 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. The Texas Roadhouse reportable segment includes the results of our domestic company Texas Roadhouse restaurants and domestic and international franchise Texas Roadhouse restaurants. The Bubba's 33 reportable segment includes the results of our domestic company Bubba's 33 restaurants. Our remaining operating segments, which include the results of our domestic company and franchise Jaggers restaurants and the results of our retail initiatives, are included in Other. In addition, Corporate-related segment assets, depreciation and amortization and capital expenditures are also included in Other. Management uses restaurant margin as the measure for assessing performance of our segments. Restaurant margin represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent and other operating costs. Restaurant margin also includes sales and operating costs related to our non-royalty based retail initiatives. Restaurant margin is used by our CODM to evaluate core restaurant-level operating efficiency and performance. 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 expense as it occurs at irregular intervals and would impact comparability to prior period results. We exclude depreciation and amortization expense, substantially all of which relates to restaurant-level assets, as it represents a non-cash charge for the investment in our restaurants. We exclude impairment and closure expense as we believe this provides a clearer perspective of the Company’s ongoing operating performance and a more useful comparison to prior period results. Restaurant margin as presented may not be comparable to other similarly titled measures of other companies in our industry. F-27 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) Restaurant and other sales for all operating segments are derived primarily from food and beverage sales. We do not rely on any major customer as a source of sales and the customers and assets of our reportable segments are located predominantly in the United States. There are no material transactions between reportable segments. The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended December 26, 2023 ​ Texas Roadhouse ​ Bubba's 33 ​ Other ​ Total Restaurant and other sales $ 4,331,823 ​ $ 247,195 ​ $ 25,536 ​ $ 4,604,554 Restaurant operating costs (excluding depreciation and amortization) ​ 3,660,665 ​ ​ 213,253 ​ ​ 22,672 ​ ​ 3,896,590 Restaurant margin $ 671,158 ​ $ 33,942 ​ $ 2,864 ​ $ 707,964 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization $ 126,719 ​ $ 14,210 ​ $ 12,273 ​ $ 153,202 Segment assets ​ 2,290,213 ​ ​ 232,086 ​ ​ 271,077 ​ ​ 2,793,376 Capital expenditures ​ 306,599 ​ ​ 27,908 ​ ​ 12,527 ​ ​ 347,034 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended December 27, 2022 ​ Texas Roadhouse ​ Bubba's 33 ​ Other ​ Total Restaurant and other sales $ 3,762,884 ​ $ 211,690 ​ $ 14,217 ​ $ 3,988,791 Restaurant operating costs (excluding depreciation and amortization) ​ 3,162,687 ​ ​ 184,756 ​ ​ 13,847 ​ ​ 3,361,290 Restaurant margin $ 600,197 ​ $ 26,934 ​ $ 370 ​ $ 627,501 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization $ 112,546 ​ $ 13,012 ​ $ 11,679 ​ $ 137,237 Segment assets ​ 2,015,173 ​ ​ 201,503 ​ ​ 308,989 ​ ​ 2,525,665 Capital expenditures ​ 204,662 ​ ​ 30,625 ​ ​ 10,834 ​ ​ 246,121 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended December 28, 2021 ​ Texas Roadhouse ​ Bubba's 33 ​ Other ​ Total Restaurant and other sales $ 3,253,889 ​ $ 174,355 ​ $ 10,932 ​ $ 3,439,176 Restaurant operating costs (excluding depreciation and amortization) ​ 2,701,850 ​ ​ 145,493 ​ ​ 10,101 ​ ​ 2,857,444 Restaurant margin $ 552,039 ​ $ 28,862 ​ $ 831 ​ $ 581,732 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization $ 105,079 ​ $ 12,700 ​ $ 8,982 ​ $ 126,761 Segment assets ​ 1,874,620 ​ ​ 179,856 ​ ​ 457,476 ​ ​ 2,511,952 Capital expenditures ​ 167,746 ​ ​ 23,408 ​ ​ 9,538 ​ ​ 200,692 ​ F-28 Table of Contents Texas Roadhouse, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Tabular amounts in thousands, except share and per share data) A reconciliation of restaurant margin to income from operations is presented below. We do not allocate interest income (expense), net and equity income (loss) from investments in unconsolidated affiliates to reportable segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ December 26, 2023 ​ December 27, 2022 ​ December 28, 2021 Restaurant margin ​ $ 707,964 ​ $ 627,501 ​ $ 581,732 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Add: ​ ​ ​ ​ ​ ​ ​ ​ ​ Franchise royalties and fees ​ ​ 27,118 ​ ​ 26,128 ​ ​ 24,770 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Pre-opening ​ ​ 29,234 ​ ​ 21,883 ​ ​ 24,335 Depreciation and amortization ​ ​ 153,202 ​ ​ 137,237 ​ ​ 126,761 Impairment and closure, net ​ ​ 275 ​ ​ 1,600 ​ ​ 734 General and administrative ​ ​ 198,382 ​ ​ 172,712 ​ ​ 157,480 Income from operations ​ $ 353,989 ​ $ 320,197 ​ $ 297,192 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F-29