Shake Shack CEO covers taxes with 5,992 shares

Shake Shack Inc. Chief Executive Officer Robert Lynch reported tax-related share dispositions, not an open-market sale.

Accepted by SEC EDGAR 05/27/2026 - 05:33 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Shake Shack Inc. Chief Executive Officer Robert Lynch reported tax-related share dispositions, not an open-market sale. On May 23, 2026, a total of 5,992 shares of Class A Common Stock were withheld at $62.72 per share to cover taxes due on vesting restricted stock units granted under his employment agreement and the company’s 2015 Incentive Award Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 5,992 shares

Exercise Price or Tax Liability 2 txns

Insider Lynch Robert

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	CLASS A COMMON STOCK	3,687	$62.72	$231K
Exercise Price or Tax Liability	CLASS A COMMON STOCK	2,305	$62.72	$145K

Holdings After Transaction: CLASS A COMMON STOCK — 71,853 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") withheld for taxes upon the vesting of restricted stock units that were acquired by Mr. Lynch on May 23, 2024 pursuant to Mr. Lynch's Employment Agreement with the Issuer (the "Employment Agreement") and the Issuer's 2015 Incentive Award Plan, as amended (the "Incentive Award Plan"). The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 4 equal installments on each of May 23, 2025, May 23, 2026, May 23, 2027, and May 23, 2028.
2. F2. Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were acquired by Mr. Lynch on May 23, 2024 pursuant to Mr. Lynch's Employment Agreement and the Issuer's Incentive Award Plan. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 2 equal installments on each of May 23, 2025 and May 23, 2026.

Key Figures

Tax-withheld shares: 5,992 shares First tax-withholding lot: 2,305 shares Second tax-withholding lot: 3,687 shares +2 more

5 metrics

Tax-withheld shares 5,992 shares Total shares withheld for taxes on May 23, 2026

First tax-withholding lot 2,305 shares Class A Common Stock withheld on May 23, 2026

Second tax-withholding lot 3,687 shares Class A Common Stock withheld on May 23, 2026

Reference price per share $62.72 per share Price used for both tax-withholding transactions

Tax-withholding transactions 2 transactions Code F, non-derivative dispositions on May 23, 2026

Key Terms

restricted stock units, 2015 Incentive Award Plan, tax-withholding disposition, Class A Common Stock

4 terms

restricted stock units financial

"Represents shares of Class A Common Stock ... withheld for taxes upon the vesting of restricted stock units that were acquired by Mr. Lynch..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2015 Incentive Award Plan financial

"pursuant to Mr. Lynch's Employment Agreement with the Issuer and the Issuer's 2015 Incentive Award Plan, as amended..."

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" with transaction_code_description "Payment of exercise price or tax liability by delivering securities""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"Represents shares of Class A Common Stock ("Class A Stock") of Shake Shack Inc. ... withheld for taxes..."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Shake Shack (SHAK) CEO Robert Lynch report in this Form 4?

Robert Lynch reported tax-withholding dispositions of Shake Shack Class A Common Stock. On May 23, 2026, 5,992 shares were withheld at $62.72 per share to satisfy taxes on vested restricted stock units granted under his employment agreement and incentive plan.

Were the Shake Shack (SHAK) shares in this Form 4 sold on the open market?

The shares were not sold in open-market trades. Both transactions are coded "F," meaning shares were withheld by the issuer to cover tax liabilities arising from restricted stock unit vesting, rather than discretionary buying or selling by Robert Lynch.

How many Shake Shack (SHAK) shares were withheld for Robert Lynch’s taxes?

A total of 5,992 Shake Shack Class A Common Stock shares were withheld. The Form 4 shows two tax-withholding transactions on May 23, 2026, covering 2,305 shares and 3,687 shares respectively, each priced at $62.72 per share for tax purposes.

What equity awards are linked to Robert Lynch’s tax-withholding transactions at Shake Shack (SHAK)?

The tax-withholding relates to restricted stock units granted to Robert Lynch on May 23, 2024. These RSUs were issued under his Employment Agreement and Shake Shack’s 2015 Incentive Award Plan and vest in scheduled installments between May 23, 2025 and May 23, 2028.

Do these Shake Shack (SHAK) Form 4 entries indicate a change in Robert Lynch’s investment view?

The entries reflect routine tax-withholding on vested restricted stock units, not discretionary trades. Because the shares were withheld to satisfy tax obligations, they do not by themselves signal a change in Robert Lynch’s outlook on Shake Shack stock.

How are Robert Lynch’s restricted stock units at Shake Shack (SHAK) scheduled to vest?

One RSU grant vests in four equal installments on May 23, 2025, 2026, 2027 and 2028. Another grant vests in two equal installments on May 23, 2025 and May 23, 2026. The May 23, 2026 tax-withholding corresponds to these vesting schedules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lynch Robert

(Last) (First) (Middle)

C/O SHAKE SHACK INC.

225 VARICK STREET, SUITE 301

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026

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

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

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

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	05/23/2026		F		3,687(1)	D	$62.72	74,158	D
CLASS A COMMON STOCK	05/23/2026		F		2,305(2)	D	$62.72	71,853	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") withheld for taxes upon the vesting of restricted stock units that were acquired by Mr. Lynch on May 23, 2024 pursuant to Mr. Lynch's Employment Agreement with the Issuer (the "Employment Agreement") and the Issuer's 2015 Incentive Award Plan, as amended (the "Incentive Award Plan"). The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 4 equal installments on each of May 23, 2025, May 23, 2026, May 23, 2027, and May 23, 2028.

2. Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were acquired by Mr. Lynch on May 23, 2024 pursuant to Mr. Lynch's Employment Agreement and the Issuer's Incentive Award Plan. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 2 equal installments on each of May 23, 2025 and May 23, 2026.

Remarks:

	/s/ Ronald Palmese, Jr. , Esq., Attorney-in-Fact for Robert Lynch	05/27/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)