Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-50972
Texas Roadhouse, Inc.
(Exact name of registrant specified in its charter)
Delaware
20-1083890
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification Number)
6040 Dutchmans Lane
Louisville, Kentucky 40205
(Address of principal executive offices) (Zip Code)
(502) 426-9984
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
TXRH
NASDAQ Global Select Market
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒
Accelerated Filer ☐
Non-accelerated Filer ☐
Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock outstanding were 65,640,926 on July 29, 2026.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1 — Financial Statements (Unaudited) — Texas Roadhouse, Inc. and Subsidiaries
3
Condensed Consolidated Balance Sheets —June 30, 2026 and December 30, 2025
Condensed Consolidated Statements of Income and Comprehensive Income — For the 13 and 26 Weeks Ended June 30, 2026 and July 1, 2025
4
Condensed Consolidated Statements of Stockholders’ Equity — For the 13 and 26 Weeks Ended June 30, 2026 and July 1, 2025
5
Condensed Consolidated Statements of Cash Flows — For the 26 Weeks Ended June 30, 2026 and July 1, 2025
7
Notes to Condensed Consolidated Financial Statements
8
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 3 — Quantitative and Qualitative Disclosures About Market Risk
28
Item 4 — Controls and Procedures
PART II. OTHER INFORMATION
Item 1 — Legal Proceedings
29
Item 1A — Risk Factors
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 — Defaults Upon Senior Securities
Item 4 — Mine Safety Disclosures
Item 5 — Other Information
30
Item 6 — Exhibits
Signatures
31
2
PART I — FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
Texas Roadhouse, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
June 30, 2026
December 30, 2025
Assets
Current assets:
Cash and cash equivalents
$
202,427
134,709
Receivables, net of allowance for doubtful accounts of $32 at June 30, 2026 and $12 at December 30, 2025
74,139
214,511
Inventories, net
49,687
45,560
Prepaid income taxes
1,098
13,774
Prepaid expenses and other current assets
34,547
42,922
Total current assets
361,898
451,476
Property and equipment, net of accumulated depreciation of $1,460,453 at June 30, 2026 and $1,379,207 at December 30, 2025
1,886,572
1,803,841
Operating lease right-of-use assets, net
942,110
879,521
Goodwill
275,036
242,220
Intangible assets, net of accumulated amortization of $33,957 at June 30, 2026 and $29,611 at December 30, 2025
26,485
17,742
Other assets
179,965
154,672
Total assets
3,672,066
3,549,472
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of operating lease liabilities
32,837
30,953
Accounts payable
179,035
163,421
Deferred revenue-gift cards
305,900
448,744
Accrued wages
102,384
97,380
Income taxes payable
2,023
123
Accrued taxes and licenses
54,617
53,421
Other accrued liabilities
113,997
114,795
Total current liabilities
790,793
908,837
Operating lease liabilities, net of current portion
1,004,717
943,070
Long-term debt
50,000
—
Restricted stock and other deposits
9,330
9,525
Deferred tax liabilities, net
22,245
14,682
Other liabilities
215,187
191,656
Total liabilities
2,092,272
2,067,770
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, 65,585,589 and 65,943,730 shares issued and outstanding at June 30, 2026 and December 30, 2025, respectively)
66
Retained earnings
1,558,576
1,460,754
Accumulated other comprehensive loss
(90)
Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity
1,558,552
1,460,820
Noncontrolling interests
21,242
20,882
Total equity
1,579,794
1,481,702
Total liabilities and equity
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Income and Comprehensive Income
(in thousands, except per share data)
13 Weeks Ended
26 Weeks Ended
July 1, 2025
Revenue:
Restaurant and other sales
1,672,913
1,503,974
3,299,602
2,944,316
Royalties and franchise fees
7,063
8,080
13,540
15,386
Total revenue
1,679,976
1,512,054
3,313,142
2,959,702
Costs and expenses:
Restaurant operating costs (excluding depreciation and amortization shown separately below):
Food and beverage
591,525
511,324
1,165,827
1,002,315
Labor
544,001
495,049
1,078,620
975,024
Rent
25,247
23,028
49,960
45,505
Other operating
237,020
217,230
465,646
424,845
Pre-opening
8,492
5,464
15,128
12,276
Depreciation and amortization
58,341
50,744
115,184
99,544
Impairment and closure, net
153
111
139
General and administrative
72,409
62,763
133,495
118,980
Total costs and expenses
1,537,188
1,365,713
3,024,013
2,678,628
Income from operations
142,788
146,341
289,129
281,074
Interest income, net
1,021
1,044
1,566
2,345
Equity income from investments in unconsolidated affiliates
182
1,426
326
1,651
Income before taxes
143,991
148,811
291,021
285,070
Income tax expense
19,477
22,118
40,512
42,318
Net income including noncontrolling interests
124,514
126,693
250,509
242,752
Less: Net income attributable to noncontrolling interests
2,581
2,608
5,143
5,005
Net income attributable to Texas Roadhouse, Inc. and subsidiaries
121,933
124,085
245,366
237,747
Other comprehensive loss, net of tax:
Unrealized loss on investments, net of tax of $12 and $30
(36)
Total comprehensive income
121,897
245,276
Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries:
Basic
1.86
1.87
3.73
3.58
Diluted
1.85
3.72
3.57
Weighted average shares outstanding:
65,696
66,373
65,809
66,429
65,920
66,598
66,019
66,656
Cash dividends declared per share
0.75
0.68
1.50
1.36
Condensed Consolidated Statements of Stockholders' Equity
For the 13 Weeks Ended June 30, 2026
Accumulated
Total Texas
Additional
Other
Roadhouse, Inc.
Par
Paid-in-
Retained
Comprehensive
and
Noncontrolling
Shares
Value
Capital
Earnings
Loss
Subsidiaries
Interests
Total
Balance, March 31, 2026
65,825,744
1,516,945
(54)
1,516,957
21,429
1,538,386
Net income
Other comprehensive loss, net of tax
Distributions to noncontrolling interest holders
(2,768)
Dividends declared ($0.75 per share)
(49,256)
Shares issued under share-based compensation plans including tax effects
21,458
Indirect repurchase of shares for minimum tax withholdings
(7,695)
(1,572)
Repurchase of shares of common stock, including excise tax as applicable
(253,918)
(11,874)
(31,046)
(42,920)
Share-based compensation
13,446
Balance, June 30, 2026
65,585,589
For the 13 Weeks Ended July 1, 2025
Balance, April 1, 2025
66,403,351
1,380,055
1,380,121
15,428
1,395,549
(2,608)
Dividends declared ($0.68 per share)
(45,121)
158,435
(49,516)
(9,059)
(61,698)
(1,640)
(8,291)
(9,931)
10,699
Balance, July 1, 2025
66,450,572
1,450,728
1,450,794
1,466,222
For the 26 Weeks Ended June 30, 2026
Balance, December 30, 2025
65,943,730
(4,783)
Dividends declared ($1.50 per share)
(98,663)
83,604
(26,612)
(4,668)
Repurchase of shares of common stock, including excise taxes
(415,133)
(22,234)
(48,881)
(71,115)
26,902
For the 26 Weeks Ended July 1, 2025
Balance, December 31, 2024
66,574,626
67
1,358,280
1,358,347
15,376
1,373,723
(4,953)
Dividends declared ($1.36 per share)
(90,292)
318,947
(100,212)
(18,083)
(342,789)
(1)
(5,166)
(55,007)
(60,174)
23,249
6
Condensed Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes
7,799
(6,467)
Loss on disposition of assets
2,229
3,475
Impairment and closure costs
101
39
(326)
(1,651)
Distributions of income received from investments in unconsolidated affiliates
300
605
Provision for doubtful accounts
20
Share-based compensation expense
Changes in operating working capital, net of acquisitions:
Receivables
140,352
128,182
Inventories
(3,807)
(4,029)
9,140
5,452
(19,742)
(21,682)
8,735
1,323
Deferred revenue—gift cards
(143,661)
(125,806)
5,004
(10,162)
Prepaid income taxes and income taxes payable
14,576
(6,622)
1,926
(7,231)
(4,958)
13,870
Operating lease right-of-use assets and lease liabilities
5,412
4,226
23,532
26,909
Net cash provided by operating activities
439,227
365,980
Cash flows from investing activities:
Capital expenditures—property and equipment
(178,845)
(169,912)
Acquisitions of franchise restaurants, net of cash acquired
(71,778)
(93,878)
Purchases of debt securities
(5,335)
Proceeds from sale of investments in unconsolidated affiliates
1,321
Proceeds from sale of property and equipment
135
Proceeds from sale leaseback transactions
13,975
2,807
Net cash used in investing activities
(241,983)
(259,527)
Cash flows from financing activities:
Proceeds from revolving credit facility
70,000
Payments on revolving credit facility
(20,000)
Debt issuance costs
(1,525)
Proceeds from restricted stock and other deposits, net
433
390
Repurchase of shares of common stock, including excise taxes as applicable
(71,845)
(60,414)
Dividends paid to shareholders
Net cash used in financing activities
(129,526)
(174,877)
Net increase (decrease) in cash and cash equivalents
67,718
(68,424)
Cash and cash equivalents—beginning of period
245,225
Cash and cash equivalents—end of period
176,801
Supplemental disclosures of cash flow information:
Interest paid, net of amounts capitalized
676
447
Income taxes paid
18,137
54,936
Capital expenditures included in current liabilities
46,002
45,186
(tabular amounts in thousands, except per share data)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Texas Roadhouse, Inc., our wholly owned subsidiaries and subsidiaries in which we have a controlling interest (collectively, the "Company," "we," "our" and/or "us") as of June 30, 2026 and December 30, 2025 and for the 13 and 26 weeks ended June 30, 2026 and July 1, 2025.
The Company maintains three restaurant concepts operating as Texas Roadhouse, Bubba’s 33, and Jaggers. As of June 30, 2026, we owned and operated 732 restaurants and franchised an additional 100 restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 100 franchise restaurants, there were 37 domestic restaurants and 63 international restaurants, including two in a U.S. territory. As of July 1, 2025, we owned and operated 695 restaurants and franchised an additional 102 restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 102 franchise restaurants, there were 44 domestic restaurants and 58 international restaurants, including one in a U.S. territory.
As of June 30, 2026 and July 1, 2025, we owned a majority interest in 20 and 19 company restaurants, respectively. 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 unaudited condensed consolidated statements of income and comprehensive income.
As of June 30, 2026 and July 1, 2025, we owned a 5.0% to 10.0% equity interest in 14 and 17 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 unaudited condensed consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates under equity income from investments in unconsolidated affiliates in our unaudited condensed consolidated statements of income and comprehensive income.
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 our unaudited condensed consolidated financial statements, and the reporting of revenue and expenses during the periods to prepare these unaudited condensed 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, intangible assets, goodwill, lease liabilities and right-of-use assets, obligations related to insurance reserves, legal reserves, income taxes, and gift card breakage and fees. Actual results could differ from those estimates.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our unaudited condensed consolidated financial statements for the periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, except that certain information and footnotes have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Operating results for the 13 and 26 weeks ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 29, 2026. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2025.
Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.
(2) Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2024-03, Income Statement – Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU primarily provides enhanced disclosures about the components of expenses within the income statement including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and may be applied either prospectively or retrospectively for all periods presented. We are currently assessing the impact of this new standard on our disclosures and expect to provide additional detail and disclosures under this new guidance.
(3) Long-term Debt
On April 24, 2025, we entered into an agreement for a revolving credit facility (the "credit facility") with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. This credit facility superseded and replaced our previous credit facility.
The credit facility is an unsecured, revolving credit agreement and has a borrowing capacity of up to $450.0 million with the option to increase the capacity by an additional $250.0 million, subject to certain limitations, including approval by the syndicate of lenders. The credit facility has a maturity date of April 24, 2030.
We are required to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate ("SOFR"), plus a fixed adjustment of 0.10% and a variable adjustment of 1.00% to 1.75% depending on our consolidated net leverage ratio.
As of June 30, 2026, we had $50.0 million in outstanding borrowings under the credit facility and had $397.6 million of availability, net of $2.4 million of outstanding letters of credit. As of December 30, 2025, we had no outstanding borrowings under the credit facility and had $447.6 million of availability, net of $2.4 million of outstanding letters of credit.
The interest rate on the credit facility was 4.74% and 5.42% as of June 30, 2026 and July 1, 2025, 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 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 June 30, 2026.
(4) Revenue
The following table disaggregates our revenue by major source:
Royalties
6,555
7,468
12,508
14,245
Franchise fees
508
612
1,032
1,141
9
The following table presents a rollforward of deferred revenue-gift cards:
Beginning balance
330,406
295,752
401,198
Gift card activations, net of third-party fees
87,838
86,101
153,112
143,482
Gift card redemptions and breakage
(112,344)
(104,560)
(295,956)
(267,387)
Ending balance
277,293
We recognized restaurant sales of $58.6 million and $211.7 million for the 13 and 26 weeks ended June 30, 2026 related to amounts in deferred revenue as of December 30, 2025. We recognized restaurant sales of $53.0 million and $192.2 million for the 13 and 26 weeks ended July 1, 2025 related to amounts in deferred revenue as of December 31, 2024.
(5) Income Taxes
The effective tax rate was 13.5% and 14.9% for the 13 weeks ended June 30, 2026 and July 1, 2025, respectively. The effective tax rate was 13.9% and 14.8% for the 26 weeks ended June 30, 2026 and July 1, 2025, respectively. The decrease in the tax rate for the 13 and 26 weeks ended June 30, 2026, as compared to the prior year period, was primarily due to an increase in the impact of the FICA tip tax credit partially offset by a decrease in the excess tax benefit on stock compensation and an increase in non-deductible officers’ compensation.
(6)
Commitments and Contingencies
As of June 30, 2026 and December 30, 2025, we were contingently liable for $7.5 million and $7.8 million, respectively, for five 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 June 30, 2026 and December 30, 2025, 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 13 and 26 weeks ended June 30, 2026, we bought our beef primarily from four suppliers who represent a significant portion of the total beef marketplace. If one of these vendors was unable to fulfill their obligations, we believe that the remaining suppliers could meet our needs by supplying comparable products at potentially higher costs. 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" matters, 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 with varying retention levels, 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.
(7) Acquisitions
During the 26 weeks ended June 30, 2026, we completed the acquisitions of five domestic franchise Texas Roadhouse restaurants of which a current officer of the Company had a 2% ownership interest in two of these restaurants. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $71.7 million, net of cash acquired.
These transactions were accounted for using the acquisition method as defined in Accounting Standards Codification ("ASC") 805, Business Combinations. These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.
10
The following table summarizes the consideration paid for these acquisitions, and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date, which are adjusted for measurement-period adjustments through June 30, 2026.
Current assets
321
Property and equipment
20,922
Operating lease right-of-use assets
15,092
32,730
Intangible assets
13,090
205
(127)
(816)
(9,725)
71,692
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 5.5 years. All of the goodwill will be deductible for tax purposes and the goodwill reflects the benefit of sales and unit growth opportunities as well as the benefit of the assembled workforce of the acquired restaurants.
Pro forma financial detail and operating results have not been presented as the results of the acquired restaurants are not material to our unaudited condensed consolidated financial statements.
During the 52 weeks ended December 30, 2025, we completed the acquisition of 20 domestic franchise Texas Roadhouse restaurants. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $107.6 million, net of cash acquired.
These transactions were accounted for using the acquisition method as defined in ASC 805, Business Combinations. These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.
The following table summarizes the consideration paid for these acquisitions, and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition dates, which are adjusted for final measurement-period adjustments.
1,397
Property and Equipment
25,067
41,646
72,622
16,940
526
(1,597)
(2,126)
Current liabilities
(1,787)
(41,829)
(3,245)
107,614
Intangible assets represent reacquired franchise rights which are being amortized over a weighted-average useful life of 4.1 years. Goodwill totaling $65.5 million will be deductible for tax purposes and the goodwill reflects the benefit of sales and unit growth opportunities as well as the benefit of the assembled workforce of the acquired restaurants.
11
(8) Related Party Transactions
As of June 30, 2026, we had three franchise restaurants and one majority-owned company restaurant owned in part by current officers of the Company. For the 13 and 26 weeks ended June 30, 2026, we recognized revenue of $0.4 million and $0.8 million, respectively, related to the three franchise restaurants.
As of July 1, 2025, we had five franchise restaurants and one majority-owned company restaurant owned in part by current officers of the Company. For the 13 and 26 weeks ended July 1, 2025, we recognized revenue of $0.7 million and $1.3 million, respectively, related to the five franchise restaurants.
(9) 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.
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 unaudited condensed consolidated statements of income and comprehensive income:
Basic EPS:
Weighted-average common shares outstanding
Basic EPS
Diluted EPS:
Dilutive effect of nonvested stock units
224
225
210
227
Shares-diluted
Diluted EPS
(10) Fair Value Measurements
As of June 30, 2026 and December 30, 2025, 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. As of June 30, 2026, the carrying amount of debt outstanding on our credit facility approximated its fair value as it is a variable rate credit facility (Level 2). There were no transfers among levels within the fair value hierarchy during the 13 and 26 weeks ended June 30, 2026.
12
The following table presents the fair values for our financial assets and liabilities measured on a recurring basis:
Fair Value Measurements
Level
Deferred compensation plan—assets
1
156,871
134,347
Deferred compensation plan—liabilities
(156,946)
(134,158)
Debt securities
9,381
4,188
We report the accounts of the deferred compensation plan in other assets and the corresponding liability in other liabilities in our unaudited condensed consolidated balance sheets. During the 26 weeks ended June 30, 2026, we transitioned a portion of the plan assets to company-owned life insurance contracts which are recorded at their cash surrender value. The remaining investments are trading securities which are recorded 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 reported in general and administrative expense in our unaudited condensed consolidated statements of income and comprehensive income.
Debt security investments are held by our wholly-owned captive insurance company as collateral for certain insurance coverages. These investments, which are classified as available-for-sale, are primarily comprised of corporate bonds and are reported in other long-term assets in our unaudited condensed consolidated balance sheets. The fair value of these investments is based on market values obtained from an independent third-party pricing service. Unrealized gains and losses related to these investments are reported in other comprehensive income in our unaudited condensed consolidated statements of income and comprehensive income.
(11) Stock Repurchase Programs
On February 19, 2025, our Board of Directors (the "Board") approved a stock repurchase program under which we may repurchase up to $500.0 million of our common stock. This stock repurchase program commenced on February 24, 2025, has no expiration date, and replaced a previous stock repurchase program which was approved on March 17, 2022 that authorized the Company to repurchase up to $300.0 million of our common stock. All repurchases to date under our stock repurchase programs have been made through open market transactions. The timing and the amount of any repurchases are determined by management under parameters established by the Board, based on an evaluation of our stock price, market conditions, and other corporate considerations, including complying with Rule 10b5-1 trading arrangements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as applicable.
For the 13 and 26 weeks ended June 30, 2026, we paid $42.6 million and $70.8 million, excluding excise taxes, to repurchase 253,918 and 415,133 shares, respectively, of our common stock. For the 13 and 26 weeks ended July 1, 2025, we paid $9.8 million and $60.0 million, excluding excise taxes, to repurchase 61,698 and 342,789 shares of our common stock, respectively. As of June 30, 2026, $309.2 million remained under our authorized stock repurchase program.
(12) Segment Information
The Chief Executive Officer is our chief operating decision maker (the "CODM"). The CODM assesses the performance of the business and allocates resources at the concept level and as a result we have identified Texas Roadhouse, Bubba's 33, and Jaggers as separate operating segments. In addition, we have identified our retail initiatives as a separate operating segment. Finally, we have identified Texas Roadhouse and Bubba’s 33 as reportable segments. The Texas Roadhouse reportable segment includes the results of our company and franchise Texas Roadhouse restaurants. The Bubba's 33 reportable segment includes the results of our company Bubba's 33 restaurants. Our remaining operating segments, which include the results of our company and franchise Jaggers restaurants and the results of our retail initiatives, are included in Other. In addition, corporate-related assets, depreciation and amortization, and capital expenditures are also included in Other.
The CODM uses restaurant margin as the primary financial measure for assessing the 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 is also used by our CODM to evaluate core restaurant-level operating efficiency and performance, assist in the evaluation of operating trends over time, and in making capital
13
allocation decisions. Capital allocation decisions include approving new store openings and the refurbishment, expansion, or relocation of existing restaurants.
In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including pre-opening and general and administrative expenses, but do not have a direct impact on restaurant-level operational efficiency and performance. We exclude pre-opening expenses as they occur at irregular intervals and would impact comparability to prior period results. We exclude depreciation and amortization expenses, substantially all of which relate to restaurant-level assets, as it represents a non-cash charge for the investment in our restaurants. We exclude impairment and closure expenses 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.
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:
Texas Roadhouse
Bubba's 33
1,565,113
96,836
10,964
Restaurant operating costs (excluding depreciation and amortization)
Food and Beverage
560,312
27,699
3,514
505,645
34,911
3,445
22,425
2,470
352
Other Operating
218,115
16,950
1,955
Restaurant margin
258,616
14,806
1,698
275,120
48,201
5,332
4,808
Capital expenditures
72,943
20,110
5,627
98,680
1,408,769
86,184
9,021
484,406
24,096
2,822
461,640
30,632
2,777
20,728
2,047
253
200,411
15,056
1,763
241,584
14,353
1,406
257,343
42,108
4,572
4,064
76,515
12,949
3,059
92,523
14
3,090,185
189,137
20,280
1,105,522
53,788
6,517
1,003,983
68,216
6,421
44,484
4,818
658
428,431
33,494
3,721
507,765
28,821
2,963
539,549
95,008
10,543
9,633
Segment assets
2,811,966
359,959
500,141
134,744
33,520
10,581
178,845
2,760,988
165,802
17,526
950,362
46,446
5,507
910,328
59,171
5,525
40,919
4,082
504
392,510
28,968
3,367
466,869
27,135
2,623
496,627
82,330
8,879
8,335
2,571,129
275,946
408,201
3,255,276
137,858
25,908
6,146
169,912
A reconciliation of restaurant margin to income from operations is presented below. We do not allocate interest income, net and equity income from investments in unconsolidated affiliates to reportable segments.
Add:
Less:
15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT
This report contains forward-looking statements based on our current expectations, estimates, and projections about our industry and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 30, 2025, and in Part II, Item 1A in this Form 10-Q, along with disclosures in our other Securities and Exchange Commission ("SEC") filings discuss some of the important risk factors that may affect our business, results of operations, or financial condition. You should carefully consider those risks, in addition to the other information in this report, and in our other filings with the SEC, before deciding to invest in our Company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statements, except as may be required by applicable law. The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that discuss our business in greater detail and advise interested parties of certain risks, uncertainties, and other factors that may affect our business, results of operations, or financial condition.
Our Company
Texas Roadhouse, Inc. is a growing restaurant company operating predominantly in the casual dining segment. Our late founder, W. Kent Taylor, started the Company in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have grown to three concepts with 832 restaurants in 49 states, one U.S. territory, and ten foreign countries. As of June 30, 2026, our 832 restaurants included:
We have contractual arrangements that grant us the right to acquire at pre-determined formulas the equity interests in 18 of the 20 majority-owned company restaurants and 32 of the 37 systemwide domestic franchise restaurants.
Throughout this report, we use the term "restaurants" to include Texas Roadhouse and Bubba’s 33, unless otherwise noted.
Presentation of Financial and Operating Data
Throughout this report, the 13 weeks ended June 30, 2026 and July 1, 2025, are referred to as Q2 2026 and Q2 2025, respectively. The 26 weeks ended June 30, 2026 and July 1, 2025, are referred to as 2026 YTD and 2025 YTD, respectively. Fiscal year 2026 will be 52 weeks in length, with the quarters 13 weeks in length. Fiscal year 2025 was 52 weeks in length, with the quarters 13 weeks in length.
Key Measures We Use to Evaluate Our Company
Key measures we use to evaluate and assess our business include the following:
In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including pre-opening and general and administrative expenses, but do not have a direct impact on restaurant-level operational efficiency and performance. We exclude pre-opening expenses as they occur at irregular intervals and would impact comparability to prior period results. We exclude depreciation and amortization expenses, substantially all of which relate to restaurant-level assets, as they represent a non-cash charge for the investment in our restaurants. We exclude impairment and closure expenses 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. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section below.
17
Other Key Definitions
18
Q2 2026 Financial Highlights
Total revenue increased $167.9 million or 11.1% to $1,680.0 million in Q2 2026 compared to $1,512.1 million in Q2 2025 primarily due to increases in comparable restaurant sales and store weeks. Comparable restaurant sales and store weeks increased 6.2% and 5.0%, respectively, at company restaurants in Q2 2026 compared to Q2 2025. The increase in comparable restaurant sales was due to an increase in guest traffic along with an increase in per person average check. The increase in store weeks was due to new store openings and the acquisition of franchise restaurants.
Net income decreased $2.2 million or 1.7% to $121.9 million in Q2 2026 compared to $124.1 million in Q2 2025 as the increase in restaurant margin dollars, as described below, was more than offset by increases in pre-opening, depreciation and amortization, and general and administrative expenses. Diluted earnings per share decreased 0.7% to $1.85 in Q2 2026 from $1.86 in Q2 2025 due to the decrease in net income partially offset by the impact of share repurchases.
Restaurant margin dollars increased $17.8 million or 6.9% to $275.1 million in Q2 2026 compared to $257.3 million in Q2 2025 primarily due to higher sales. Restaurant margin, as a percentage of restaurant and other sales, decreased to 16.4% in Q2 2026 compared to 17.1% in Q2 2025. The decrease in restaurant margin, as a percentage of restaurant and other sales, was primarily due to commodity inflation of 7.0% and wage and other labor inflation of 3.9% partially offset by higher sales.
Cash provided by operating activities was $180.1 million and capital allocation spend included capital expenditures of $98.7 million, dividends of $49.3 million, and repurchases of common stock of $42.6 million.
19
Results of Operations
%
Condensed Consolidated Statements of Income:
99.6
99.5
0.4
0.5
100.0
(As a percentage of restaurant and other sales)
35.4
34.0
35.3
32.5
32.9
32.7
33.1
1.5
14.2
14.5
14.1
(As a percentage of total revenue)
3.5
3.4
NM
4.3
4.2
4.0
91.5
90.3
91.3
90.5
8.5
9.7
8.7
9.5
0.1
8.6
9.8
8.8
9.6
1.2
1.4
7.4
8.4
7.6
8.2
Net income attributable to noncontrolling interests
0.2
7.3
8.0
NM — Not meaningful
Reconciliation of Income from Operations to Restaurant Margin
($ In thousands, except restaurant margin $ per store week)
$ 257,343
Restaurant margin $/store week
29,092
28,562
28,649
27,776
Restaurant margin (as a percentage of restaurant and other sales)
16.4%
17.1%
16.9%
See above for the definition of restaurant margin.
Restaurant Unit Activity
Jaggers
Balance at December 30, 2025
816
744
56
Company openings
Franchise openings - Domestic
Franchise openings - International
Balance at June 30, 2026
832
755
59
Company - Texas Roadhouse
662
634
Company - Bubba's 33
52
Company - Jaggers
Total company
732
695
Franchise - Texas Roadhouse - Domestic
Franchise - Jaggers - Domestic
Franchise - Texas Roadhouse - International (1)
62
57
Franchise - Jaggers - International
Total franchise
100
102
797
21
Q2 2026 compared to Q2 2025
Restaurant and Other Sales
Restaurant and other sales increased 11.2% in Q2 2026 compared to Q2 2025 and 12.1% in 2026 YTD compared to 2025 YTD. The following table summarizes certain key drivers and/or attributes of restaurant sales at company restaurants for the periods presented. Company restaurant count activity is shown in the restaurant unit activity table above.
Q2 2026
Q2 2025
2026 YTD
2025 YTD
Company Restaurants:
Increase in store weeks
5.0
7.2
5.3
7.1
Increase in average unit volume
4.8
6.0
3.6
0.9
0.8
Total increase in restaurant and other sales
11.2
12.8
12.1
Store weeks
9,457
9,010
18,833
17,880
Comparable restaurant sales
6.2
5.8
6.7
4.7
Texas Roadhouse restaurants:
8,574
8,226
17,093
16,337
6.5
5.9
7.0
Average unit volume (in thousands)
2,380
2,246
4,724
4,439
Weekly sales by group:
Comparable restaurants (626, 590, 619, and 583 units)
183,982
173,349
182,652
171,492
Average unit volume restaurants (20, 28, 23, and 28 units) (1)
155,639
144,493
156,086
140,338
Restaurants less than six months old (16, 16, 20, and 23 units)
180,822
163,767
171,785
159,002
Bubba's 33 restaurants:
742
668
1,470
1,310
1.3
1.1
4.1
1,659
1,645
3,272
3,237
Comparable restaurants (48, 43, 48, and 41 units)
128,185
126,812
125,905
125,195
Average unit volume restaurants (6, 5, 4, and 7 units) (1)
122,880
124,187
124,988
120,474
Restaurants less than six months old (5, 4, 7, and 4 units)
159,187
149,788
146,239
148,376
The increase in restaurant sales for Q2 2026 and 2026 YTD was primarily attributable to an increase in comparable restaurant sales and an increase in store weeks. The increase in comparable restaurant sales was driven by an increase in guest traffic count along with an increase in our per person average check as shown in the table below. The increase in store weeks was driven by new store openings and the acquisition of franchise restaurants.
22
YTD 2026
YTD 2025
Guest traffic counts
3.0
3.8
2.6
Per person average check
3.2
1.8
2.9
2.1
To-go sales as a percentage of restaurant sales were 14.3% in Q2 2026 compared to 13.3% in Q2 2025. To-go sales as a percentage of restaurant sales were 14.4% in 2026 YTD compared to 13.4% in 2025 YTD.
Per person average check includes the benefit of a menu price increase of approximately 1.9% implemented in Q2 2026 and menu price increases of approximately 1.4% and 1.7% implemented in Q2 2025 and Q4 2025, respectively.
In 2026 YTD, we opened nine Texas Roadhouse company restaurants, three Bubba’s 33 company restaurants, and one Jaggers company restaurant. In 2026, we expect store week growth of 5% to 6%, including the benefit from franchise acquisitions.
Royalties and Franchise Fees
Royalties and franchise fees decreased $1.0 million or 12.6% in Q2 2026 compared to Q2 2025 and decreased by $1.8 million or 12.0% in 2026 YTD compared to 2025 YTD. The decreases were primarily due to decreased royalties related to the franchise stores that were acquired.
Food and Beverage Costs
Food and beverage costs, as a percentage of restaurant and other sales, increased to 35.4% in Q2 2026 compared to 34.0% in Q2 2025 and increased to 35.3% in 2026 YTD compared to 34.0% in 2025 YTD. The increases were primarily driven by commodity inflation of 7.0% in Q2 2026 and 6.6% in 2026 YTD, due to higher beef costs, partially offset by the benefit of a higher average guest check.
In 2026, we expect commodity inflation of approximately 5%, with prices locked for approximately 60% of our remaining forecasted costs and the remainder subject to floating market prices.
Restaurant Labor Expenses
Restaurant labor expenses, as a percentage of restaurant and other sales, decreased to 32.5% in Q2 2026 compared to 32.9% in Q2 2025 and decreased to 32.7% in 2026 YTD compared to 33.1% in 2025 YTD. The decreases were primarily driven by the benefit of a higher average guest check and labor productivity partially offset by wage and other labor inflation of 3.9% in both Q2 2026 and 2026 YTD.
In 2026, we expect wage and other labor inflation of 3% to 4%.
Restaurant Rent Expense
Restaurant rent expense, as a percentage of restaurant and other sales, was 1.5% for all periods presented. In Q2 2026 and 2026 YTD, higher rent expense at our newer restaurants was offset by the increase in average unit volume.
Restaurant Other Operating Expenses
Restaurant other operating expenses, as a percentage of restaurant and other sales, decreased to 14.2% in Q2 2026 compared to 14.5% in Q2 2025 and decreased to 14.1% in 2026 YTD compared to 14.5% in 2025 YTD. The decreases were primarily driven by lower general liability insurance and incentive compensation expense, as well as the increase in average unit volume, partially offset by higher credit card fees and utilities expenses.
23
Pre-opening Expenses
Pre-opening expenses were $8.5 million in Q2 2026 compared to $5.5 million in Q2 2025 and $15.1 million in 2026 YTD compared to $12.3 million in 2025 YTD. The increases were driven by an increase in our pipeline of new store openings. Pre-opening costs will fluctuate from quarter to quarter based on specific pre-opening costs incurred for each restaurant, the number and timing of restaurant openings, and the number and timing of restaurant managers hired.
Depreciation and Amortization Expenses
Depreciation and amortization expenses, as a percentage of total revenue, increased to 3.5% in both Q2 2026 and 2026 YTD compared to 3.4% in both Q2 2025 and 2025 YTD. The increases were driven by higher depreciation expense at our newer restaurants and intangible asset amortization expense related to the acquisition of franchise restaurants partially offset by the increase in average unit volume.
Impairment and Closure Costs, Net
Impairment and closure costs, net were $0.2 million in both Q2 2026 and 2026 YTD, compared to $0.1 million in both Q2 2025 and 2025 YTD. Impairment and closure costs, net in all periods presented primarily included costs related to restaurant relocations.
General and Administrative Expenses
General and administrative expenses, as a percentage of total revenue, increased to 4.3% in Q2 2026 compared to 4.2% in Q2 2025 and was 4.0% in 2026 YTD and in 2025 YTD, respectively. In Q2 2026 and 2026 YTD compared to Q2 2025 and 2025 YTD, higher legal settlement expense and higher incentive and stock compensation expense was partially offset by lower rent expense due to the purchase of our Support Center in 2025 and the increase in average unit volume.
Interest Income, Net
Interest income, net was $1.0 million in both Q2 2026 and Q2 2025 and was $1.6 million in 2026 YTD compared to $2.3 million in 2025 YTD. The decrease in 2026 YTD compared to 2025 YTD was driven by decreased earnings on our cash and cash equivalents and borrowings on our credit facility.
Equity Income from Investments in Unconsolidated Affiliates
Equity income was $0.2 million in Q2 2026 compared to $1.4 million Q2 2025 and was $0.3 million in 2026 YTD compared to $1.7 million in 2025 YTD. The decreases were driven by lapping a $1.2 million gain on the acquisition of three of the affiliates in Q2 2025 and fewer affiliates due to the acquisition of six of these affiliates in the prior year.
Income Tax Expense
Our effective tax rate was 13.5% in Q2 2026 compared to 14.9% in Q2 2025 and was 13.9% in 2026 YTD compared to 14.8% in 2025 YTD. The decreases in the tax rates were driven primarily by an increase in the impact of the FICA tip tax credit partially offset by a decrease in the excess tax benefit on stock compensation and an increase in non-deductible officers’ compensation.
In 2026, we expect an effective tax rate of approximately 14% based on forecasted operating results.
24
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 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 company and franchise Jaggers restaurants and the results of our retail initiatives, are included in Other. In addition, corporate-related assets, depreciation and amortization, and capital expenditures are also included in Other.
The CODM uses restaurant margin as the primary measure for assessing performance of our segments. Restaurant margin (in dollars and as a percentage of restaurant and other sales) represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent, and other operating costs. Restaurant margin is used by our CODM to evaluate core restaurant-level operating efficiency and performance, assist in the evaluation of operating trends over time, and in making capital allocation decisions. Capital allocation decisions include approving new store openings and the refurbishment, expansion, or relocation of existing restaurants. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section above.
The following table presents a summary of restaurant margin by segment ($ in thousands):
16.5
17.1
15.3
16.7
15.5
15.6
16.4
16.9
15.2
14.6
15.0
In our Texas Roadhouse reportable segment, restaurant margin dollars increased $17.0 million or 7.1% in Q2 2026 and increased $40.9 million or 8.8% in 2026 YTD. The increases were due to higher sales partially offset by higher food costs due to commodity inflation. In addition, restaurant margin, as a percentage of restaurant and other sales, decreased to 16.5% in Q2 2026 from 17.1% in Q2 2025 and decreased to 16.4% in 2026 YTD from 16.9% in 2025 YTD. Restaurant margin percentage was primarily impacted by commodity inflation partially offset by higher sales.
In our Bubba’s 33 reportable segment, restaurant margin dollars increased $0.5 million or 3.2% in Q2 2026 and increased $1.7 million or 6.2% in 2026 YTD. The increases were due to higher sales partially offset by higher food costs and higher restaurant labor expenses. In addition, restaurant margin, as a percentage of restaurant and other sales, decreased to 15.3% in Q2 2026 from 16.7% in Q2 2025 and decreased to 15.2% in 2026 YTD from 16.4% in 2025 YTD. Restaurant margin percentage was primarily impacted by the increased expenses noted above, which were partially offset by higher sales.
25
Liquidity and Capital Resources
The following table presents a summary of our net cash provided by (used in) operating, investing, and financing activities (in thousands):
Net cash provided by operating activities was $439.2 million in 2026 YTD compared to $366.0 million in 2025 YTD. This increase was primarily due to increases in net income, depreciation and amortization expenses, deferred income taxes, and a favorable change in working capital.
Our operations have not required significant working capital and, like many restaurant companies, we have been able to operate with negative working capital, if necessary. Sales are primarily for cash, and restaurant operations do not require significant inventories or receivables. In addition, we receive trade credit for the purchase of food, beverages, and supplies, thereby reducing the need for incremental working capital to support growth.
Net cash used in investing activities was $242.0 million in 2026 YTD compared to $259.5 million in 2025 YTD. The decrease was primarily due to the acquisition of 17 franchise restaurants in 2025 YTD compared to five in 2026 YTD and an increase in proceeds from sale leaseback transactions partially offset by an increase in capital expenditures.
We require capital principally for the development of new company restaurants, the refurbishment or relocation of existing restaurants, and the acquisition of franchise restaurants. We either lease our restaurant site locations under operating leases for periods of five to 30 years (including renewal periods) or purchase the land when appropriate.
The following table presents a summary of capital expenditures (in thousands):
New company restaurants
106,266
76,643
Refurbishment or expansion of existing restaurants
60,744
58,898
Relocation of existing restaurants
7,700
31,253
Capital expenditures related to Support Center office
4,135
3,118
Total capital expenditures
Our future capital requirements will primarily depend on the number and mix of new restaurants we open, the timing of those openings, the restaurant prototype developed in a given fiscal year, and potential franchise acquisitions. These requirements will include costs directly related to opening, maintaining, or relocating restaurants and may also include costs necessary to ensure that our infrastructure is able to support a larger restaurant base.
We intend to satisfy our capital requirements over the next 12 months with cash on hand, net cash provided by operating activities and, if needed, funds available under our revolving credit facility. In 2026, we expect capital expenditures of approximately $400 million.
Net cash used in financing activities was $129.5 million in 2026 YTD compared to $174.9 million in 2025 YTD. The decrease was primarily due to net borrowings of $50.0 million on our credit facility and a decrease in indirect repurchases of shares for minimum tax withholdings related to our stock compensation program partially offset by an increase in share repurchases and an increase in quarterly dividend payments.
26
On February 18, 2026, our Board approved the payment of a quarterly cash dividend of $0.75 per share of common stock compared to the quarterly dividend of $0.68 per share of common stock declared in 2025. The payment of quarterly dividends totaled $98.7 million and $90.3 million in 2026 YTD and 2025 YTD, respectively.
On August 5, 2026, our Board approved the payment of the Q3 2026 cash dividend of $0.75 per share of common stock. This payment will be distributed on September 29, 2026, to shareholders of record at the close of business on September 1, 2026.
On February 19, 2025, our Board approved a stock repurchase program for the repurchase of up to $500.0 million of our common stock. This stock repurchase program has no expiration date and replaced the previous stock repurchase program which was approved in 2022.
During 2026 YTD, we paid $70.8 million, excluding excise taxes, to repurchase 415,133 shares of our common stock. During 2025 YTD, we paid $60.0 million, excluding excise taxes, to repurchase 342,789 shares of our common stock. As of June 30, 2026, $309.2 million remained under our authorized stock repurchase program.
On April 24, 2025, we entered into an agreement for a revolving credit facility with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. This credit facility superseded and replaced our previous credit facility.
The credit facility is an unsecured, revolving credit agreement and has a borrowing capacity of up to $450.0 million with the option to increase the capacity by an additional $250.0 million subject to certain limitations, including approval by the syndicate of commercial lenders. The credit facility has a maturity date of April 24, 2030.
The interest rate on the credit facility as of June 30, 2026 and July 1, 2025 was 4.74% and 5.42%, 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 June 30, 2026.
Guarantees
As of June 30, 2026 and December 30, 2025, we were contingently liable for $7.5 million and $7.8 million, respectively, for five 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 material liabilities have been recorded as of June 30, 2026 and December 30, 2025 as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information regarding market risk appears in our Annual Report on Form 10-K for the year ended December 30, 2025 in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk. There have been no material changes in market risk previously disclosed in our Form 10-K for the fiscal year ended December 30, 2025.
ITEM 4. 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 Exchange Act 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 June 30, 2026.
Changes in Internal Control
There were no changes in the Company’s internal control over financial reporting that occurred during the 13 weeks ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding legal proceedings is included in Note 6 to the Condensed Consolidated Financial Statements appearing in Part 1, Item 1 of this report on Form 10-Q.
ITEM 1A. RISK FACTORS
Information regarding risk factors appears in our Annual Report on Form 10-K for the year ended December 30, 2025, under the heading "Special Note Regarding Forward-looking Statements" and in Part I, Item 1A, Risk Factors. There have been no material changes from the risk factors previously disclosed in our Form 10-K for the fiscal year ended December 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In 2008, our Board approved our first stock repurchase program. From inception through June 30, 2026, we have paid $984.1 million, excluding excise taxes, through our authorized stock repurchase programs to repurchase 23,242,270 shares of our common stock at an average price per share of $42.34. On February 19, 2025, our Board approved a stock repurchase program under which we may repurchase up to $500.0 million of our common stock. This new stock repurchase program commenced on February 24, 2025, has no expiration date, and replaced the previous stock repurchase program which was approved on March 17, 2022 with respect to the repurchase of up to $300.0 million of common stock. All repurchases to date under our stock repurchase programs have been made through open market transactions. The timing and the amount of any repurchases through this program will be determined by management under parameters established by the Board, based on an evaluation of our stock price, market conditions and other corporate considerations, including complying with Rule 10b5-1 trading arrangements under the Exchange Act, as applicable.
For the 13 weeks ended June 30, 2026, we paid $42.6 million, excluding excise taxes, to repurchase 253,918 shares of our common stock. As of June 30, 2026, $309.2 million remained authorized for stock repurchases.
Maximum Number
(or Approximate
Total Number of
Dollar Value)
Shares Purchased
of Shares that
Total Number
Average
as Part of Publicly
May Yet Be
of Shares
Price Paid
Announced Plans
Purchased Under the
Period
Purchased
per Share
or Programs
Plans or Programs
April 1 to April 28
91,151
162.15
336,996,953
April 29 to May 26
63,320
167.70
326,377,916
May 27 to June 30
99,447
172.72
309,201,225
253,918
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. 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 Exchange Act that adopted a Rule 10b5-1 trading arrangement during the 13 weeks ended June 30, 2026. 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
Gerald L. Morgan
Chief Executive Officer & Executive Vice Chairman
5/22/2026
8/12/2027
20,000
Christopher C. Colson
Chief Business and Administrative Officer
6/1/2026
3/31/2027
800
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 June 30, 2026.
ITEM 6. EXHIBITS
Exhibit No.
Description
31.1
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
31.3
32.1
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TEXAS ROADHOUSE, INC.
Date: August 7, 2026
By:
/s/ GERALD L. MORGAN
Chief Executive Officer, Executive Vice Chairman
(Principal Executive Officer)
/s/ MICHAEL S. LENIHAN
Michael S. Lenihan
Chief Financial Officer
(Principal Financial Officer)
/s/ KEITH V. HUMPICH
Keith V. Humpich
Chief Accounting and Financial Services Officer
(Principal Accounting Officer)