Shake Shack (SHAK) COO awarded stock units, shares withheld for taxes

Rhea-AI Filing Summary

Shake Shack Inc. Chief Operations Officer Stephanie Ann Sentell reported equity compensation activity. She acquired 6,397 shares of Class A common stock underlying restricted stock units granted at no cost, vesting in three equal installments on March 1 of 2027, 2028, and 2029. She also disposed of 337 shares at $96.01 per share, which were withheld to cover taxes upon the vesting of restricted stock units previously granted on March 1, 2025.

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^*

Sentell Stephanie Ann

(Last) (First) (Middle)

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)
	Chief Operations Officer

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	03/01/2026		A		6,397(1)	A	$0	15,904	D
CLASS A COMMON STOCK	03/01/2026		F		337(2)	D	$96.01	15,567	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 Ms. Sentell. On March 1, 2026, pursuant to the Issuer's 2025 Incentive Award Plan, Ms. Sentell was awarded restricted stock units that represent 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 Ms. Sentell on March 1, 2025 pursuant to the Issuer's 2025 Incentive Award Plan. 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, 2026, March 1, 2027, and March 1, 2028.

Remarks:

	/s/ Ronald Palmese Jr., Esq., Attorney-in-Fact for Stephanie Sentell	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Shake Shack (SHAK) report for Stephanie Ann Sentell?

Shake Shack reported that Chief Operations Officer Stephanie Ann Sentell received 6,397 shares of Class A stock underlying restricted stock units and had 337 shares withheld to cover taxes tied to a prior restricted stock unit grant, all dated March 1, 2026, under the 2025 Incentive Award Plan.

Was the Shake Shack (SHAK) COO’s Form 4 transaction a stock purchase or sale?

The COO’s Form 4 shows an equity award and a tax-withholding disposition, not an open-market buy or sell. She was granted 6,397 restricted stock unit–based shares at no cost, while 337 shares were withheld by the company to satisfy tax obligations on previously granted units.

How do the restricted stock units granted to Shake Shack (SHAK) COO vest?

The restricted stock units granted to the COO on March 1, 2026 vest in three equal installments. They vest on March 1, 2027, March 1, 2028, and March 1, 2029, each installment representing one-third of the right to receive Shake Shack Class A common stock.

Why were 337 Shake Shack (SHAK) shares disposed of in the COO’s Form 4?

The 337 shares shown as disposed were withheld to cover taxes on vesting restricted stock units. These units were originally acquired on March 1, 2025 under Shake Shack’s 2025 Incentive Award Plan and vest in three equal installments in 2026, 2027, and 2028.

What plan governs the equity awards in this Shake Shack (SHAK) Form 4?

Both the new restricted stock unit grant and the earlier units that triggered tax withholding come under Shake Shack’s 2025 Incentive Award Plan. This plan provides for stock-based compensation, including restricted stock units that convert into Class A common stock upon vesting over multiple years.