RRGB · Red Robin Gourmet Burgers Inc

Represents a one-time award grant of time-based restricted stock units subject to all the terms and conditions of awards granted under the issuer's 2024 Performance Incentive Plan, as amended, as if it were made under such plan. Each time-based stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant. The closing price on date of grant, May 15, 2026 was $3.77.

Includes 79,155 shares subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 31,662 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 31,662 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 31,662 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 31,662 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 31,662 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 31,662 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 2,610 time-based restricted stock units that were granted to the reporting person on April 03, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.029 per share.

Includes 20,738 shares subject to vesting and forfeiture restrictions.

In connection with the vesting of 8,621 time-based restricted stock units that were granted on March 24, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 3,284 of such shares to satisfy tax withholding obligations. The transaction was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

Includes 23,348 shares subject to vesting and forfeiture restrictions.

In connection with the vesting of 19,181 time-based restricted stock units that were granted on March 24, 2025, under the issuer's 2024 Performance Incentive Plan, as amended, the issuer withheld 8,391 of such shares to satisfy tax withholding obligations. The transaction was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

Includes 47,174 shares subject to vesting and forfeiture restrictions.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 6,649 time-based restricted stock units that were granted to the reporting person on March 20, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.12 per share.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 2,191 time-based restricted stock units that were granted to the reporting person on March 20, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.12 per share.

Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the first anniversary of the date of grant.

Includes 500,000 shares subject to vesting and forfeiture restrictions.

Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") on March 23, 2026, under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of the one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. One third of the Phantom RSUs are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") on March 23, 2026, under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. One third of the Phantom RSUs are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") on March 23, 2026, under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. One third of the Phantom RSUs are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Represents a grant of Phantom Restricted Stock Units ("Phantom RSUs") under the issuer's 2024 Performance Incentive Plan. Each Phantom RSU represents the contingent right to receive, upon vesting, one share of the issuer's common stock or the cash equivalent of one share of the issuer's common stock on the date of vesting, or a combination thereof, at the issuer's discretion. The Phantom RSUs are scheduled to vest on the second anniversary of the date of grant.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 8,813 time-based restricted stock units that were granted to the reporting person on March 13, 2024 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.2108 per share.

Includes 73,004 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 3,497 time-based restricted stock units that were granted to the reporting person on March 13, 2024 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.2108 per share.

Includes 34,160 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the withholding of shares by the issuer on behalf of the reporting person to satisfy tax withholding obligations and fees arising in connection with the vesting of the 6,184 PSUs. This transaction was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

Includes 81,817 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the withholding of shares by the issuer on behalf of the reporting person to satisfy tax withholding obligations and fees arising in connection with the vesting of the 2,038 PSUs. This transaction was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

Includes 37,657 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the acquisition of shares due to the vesting of 2,038 performance-based restricted stock units ("PSUs") under the issuer's 2017 Performance Incentive Plan for the 2023-2025 performance period, following the Compensation Committee's certification on February 17, 2026 of the Company's achievement of 31% of target of the Company's total shareholder return performance relative to a selected peer group (Relative TSR).

Represents the acquisition of shares due to the vesting of 6,184 performance-based restricted stock units ("PSUs") under the issuer's 2017 Performance Incentive Plan for the 2023-2025 performance period, following the Compensation Committee's certification on February 17, 2026 of the Company's achievement of 31% of target of the Company's total shareholder return performance relative to a selected peer group (Relative TSR).

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 6,345 time-based restricted stock units that were granted to the reporting person on December 08, 2022 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $3.8801 per share.

Includes 81,817 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 15,131 time-based restricted stock units that were granted to the reporting person on November 14, 2022 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is the actual sale price of the shares. The shares were sold in a single transaction at $4.15 per share.

Includes 130,641 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a one-time sign-on award grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan, as amended. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. These units are scheduled to vest on the first anniversary of the date of grant.

Represents a one-time sign-on award grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan, as amended. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One half of the units are scheduled to vest on each of the first and second anniversaries of the date of grant.

This Form 4 is filed jointly by Christopher R. Martin and Jumana Capital Investments LLC ("Jumana Capital") (collectively, the "Reporting Persons"). Each of the Reporting Persons are members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.

Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.2138 to $6.3069, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents shares of Common Stock owned directly by Jumana Capital. Mr. Martin, as Manager of Jumana Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Jumana Capital.

This Form 4 is filed jointly by Christopher R. Martin and Jumana Capital Investments LLC ("Jumana Capital") (collectively, the "Reporting Persons"). Each of the Reporting Persons are members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.

Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.0967 to $6.1500, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents shares of Common Stock owned directly by Jumana Capital. Mr. Martin, as Manager of Jumana Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Jumana Capital.

Includes 41,379 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 51,946 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 41,379 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 51,946 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 41,379 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 41,379 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 41,379 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 41,379 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the later of (x) fifty weeks following the date of grant and (y) the Company's next annual meeting of stockholders.

Includes 41,379 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The units are scheduled to vest on the first anniversary of the date of grant.

Includes 266,415 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One-third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Includes 145,772 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One-third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Includes 693,945 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One-third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Includes 88,162 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One-third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Includes 42,083 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 6,650 time-based restricted stock units that were granted to the reporting person on March 20, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $4.13 to $4.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

Includes 30,619 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 61,785 time-based restricted stock units that were granted to the reporting person on March 20, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $4.13 to $4.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

Includes 262,911 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents a grant of time-based restricted stock units under the issuer's 2024 Performance Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One-third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant.

Includes 29,787 time-based restricted stock units subject to vesting and forfeiture restrictions.

Represents the sale of shares by the issuer on behalf of the reporting person pursuant to automatic "sell-to-cover" transactions to cover tax withholding obligations and fees arising due to the vesting of 7,877 time-based restricted stock units that were granted to the reporting person on March 20, 2023 under the issuer's 2017 Performance Incentive Plan, as amended. These sell to cover transactions do not represent discretionary trades by the reporting person.

The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $4.13 to $4.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

Includes 51,484 time-based restricted stock units subject to vesting and forfeiture restrictions.