Shake Shack (SHAK) controller logs RSU awards and tax-withheld shares

Rhea-AI Filing Summary

Shake Shack’s Corporate Controller, Mr. Herpich, reported equity award activity in Class A common stock. On March 1, 2026, he acquired 1,059 shares underlying restricted stock units under the 2025 Incentive Award Plan, which vest in three equal installments on March 1, 2027, 2028, and 2029. He also acquired 267 shares underlying restricted stock units tied to the achievement of 2024 performance targets, vesting in four equal installments on March 1, 2025, 2026, 2027, and 2028. To cover tax obligations upon vesting of earlier awards, 173, 132, and 151 shares of Class A stock were disposed of at $96.01 per share through share withholding, rather than open-market sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shake Shack Inc.

(Last) (First) (Middle)

C/O SHAKE SHACK INC.

225 VARICK STREET, SUITE 301

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Shake Shack Inc. [ SHAK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.001 per share	03/01/2026		A		1,059(1)	A	$0	4,664	D
Class A Common Stock, par value $0.001 per share	03/01/2026		F		173(2)	D	$96.01	748	D
Class A Common Stock, par value $0.001 per share	03/01/2026		F		132(3)	D	$96.01	568	D
Class A Common Stock, par value $0.001 per share	03/01/2026		A		267(4)	A	$0	4,931	D
Class A Common Stock, par value $0.001 per share	03/01/2026		F		151(5)	D	$96.01	4,780	D
Class A Common Stock, par value $0.001 per share								167	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Class A common stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") underlying restricted stock units acquired by Mr. Herpich. On March 1, 2026, pursuant to the Issuer's 2025 Incentive Award Plan, Mr. Herpich was awarded restricted stock units representing the right to receive Class A Stock of the Issuer. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 3 equal installments on each of March 1, 2027, March 1, 2028, and March 1, 2029.

2. Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by Mr. Herpich on March 1, 2025 pursuant to the Issuer's 2025 Incentive Award Plan.

3. Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by Mr. Herpich on March 1, 2024 pursuant to the Issuer's 2015 Incentive Award Plan, as amended.

4. Represents shares of Class A Stock of the Issuer underlying restricted stock units acquired by Mr. Herpich upon the Issuer's achievement of certain performance targets for certain performance criteria for fiscal year 2024. On March 1, 2025, pursuant to the Issuer's 2025 Incentive Award Plan, Mr. Herpich was awarded performance stock units that issue into restricted stock units representing the right to receive Class A Stock of the Issuer. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 4 equal installments on each of March 1, 2025, March 1, 2026, March 1, 2027, and March 1, 2028.

5. Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by Mr. Herpich upon the Issuer's achievement of certain performance criteria measured over a 1 year period for fiscal 2024.

Remarks:

	/s/ Ronald Palmese, Jr. Esq., Attorney-in-Fact for Peter Herpich	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Shake Shack (SHAK) disclose in this Form 4 for its Corporate Controller?

Shake Shack’s Corporate Controller, Mr. Herpich, reported equity award activity in Class A stock. He received new restricted stock units and had shares withheld to satisfy tax liabilities from previously granted awards, reflecting routine compensation-related transactions rather than open-market trading.

How many Shake Shack Class A shares were granted to the Corporate Controller on March 1, 2026?

On March 1, 2026, Mr. Herpich acquired 1,059 Class A shares via restricted stock units and an additional 267 shares from performance-based awards. These units were granted under Shake Shack’s incentive plans and vest over future dates, aligning compensation with ongoing service and performance.

What are the vesting schedules for the new Shake Shack (SHAK) restricted stock units?

The 1,059-share restricted stock unit grant vests in three equal installments on March 1, 2027, 2028, and 2029. The 267 performance-based restricted stock units vest in four equal installments on March 1, 2025, 2026, 2027, and 2028, subject to the plan terms.

Were any Shake Shack shares sold on the open market in this Form 4?

No open-market sales are indicated. The Form 4 shows 173, 132, and 151 Class A shares withheld at $96.01 per share to satisfy tax liabilities on vesting restricted stock units, a common non-cash method for handling employee tax obligations.

What price was used for the tax-withholding share dispositions reported by Shake Shack’s Corporate Controller?

The tax-withholding dispositions used a price of $96.01 per Class A share. Shares were withheld, not sold into the market, to cover tax obligations arising when previously granted restricted stock units and performance-based awards vested under Shake Shack’s incentive plans.

How do these Form 4 transactions affect the Corporate Controller’s Shake Shack share holdings?

The transactions increase his equity exposure through new restricted stock unit grants while simultaneously reducing freely tradable shares via tax-withholding dispositions. The awards vest over several years, so the full ownership impact unfolds gradually as vesting occurs and taxes are settled.