X0306 4 2017-12-15 0 0001289460 Texas Roadhouse, Inc. TXRH 0001134603 ZARLEY JAMES R C/O TEXAS ROADHOUSE, INC. 6040 DUTCHMANS LANE LOUISVILLE KY 40205 1 0 0 0 Common Stock 2017-12-15 5 G 0 E 5000 0 D 104000 D Common Stock 2017-12-15 4 G 0 5000 0 A 8500 I Zarley Family Foundation Common Stock 2400 I Zarley Investments, LP Common Stock 23800 I James R. Zarley Living Trust Restricted Stock Units Common Stock 8500 8500 D This transaction represents a bona fide gift of common stock to the reporting person's charitable foundation, Zarley Family Foundation. The reporting person has investment control over the securities of Zarley Family Foundation. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest. The reporting person is the General Partner of Zarley Investments, LP and has investment control over the securities. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest. The reporting person is the Trustee of the James R. Zarley Living Trust and has investment control over the securities. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest. Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock. The restricted stock units vest on January 8, 2018. Delivery of the shares to the reporting person will occur on January 8, 2018, subject to the report person's continued service with the Company. /s/ Celia Catlett Power of Attorney 2017-12-18