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Winmark (NASDAQ: WINA) adds software fee and Plato’s Closet North American ad fund

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Winmark Corporation is introducing two new franchisee fees tied to its technology and marketing programs. Starting on September 1, 2026, it will charge a monthly Software Fee of $295 plus taxes per store, which it estimates at about $400,000 per month in total. These proceeds will fund support, management, and modernization of its point-of-sale system, including personnel, vendors, and technology infrastructure.

For its Plato’s Closet brand, Winmark is also launching a North American Ad Fund, requiring contributions equal to 2% of sales beginning July 1, 2026. This increases required marketing spend for Plato’s Closet franchisees from 5% to 6% of sales, with 2% flowing into the Ad Fund. If this fund had existed in fiscal 2025, it would have been about $13.5 million. Winmark expects both changes to raise revenues with a corresponding rise in expenses and has added a new risk factor noting that higher fees and system initiatives could strain franchisee relationships and system performance.

Positive

  • None.

Negative

  • None.

Insights

Winmark adds recurring tech and marketing fees that lift revenue but may pressure franchisees.

Winmark is layering a new $295-per-store monthly Software Fee and a Plato’s Closet Ad Fund contribution of 2% of sales onto its franchise model. The Software Fee is projected at about $400,000 per month, while the Ad Fund would have been $13.5 million in fiscal 2025.

Both initiatives are framed as funding POS modernization, brand-specific creative, media buying, and marketing infrastructure, with some proceeds covering Winmark’s administration costs. Because the company expects higher revenue offset by higher expenses, the near-term margin effect is not clearly favorable or unfavorable from this description.

Management explicitly highlights a new risk: added fees and system initiatives can raise franchisee operating costs and may not deliver uniform, immediate benefits. If franchisees perceive these changes as burdensome or ineffective, satisfaction, compliance, and ultimately franchisee retention and new unit growth could be affected, making franchisee reaction a key business variable.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
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0000908315false00009083152026-03-162026-03-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of report (Date of earliest event reported): March 16, 2026

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Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

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Minnesota

(State or Other Jurisdiction of Incorporation)

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000-22012

41-1622691

(Commission File Number)

(I.R.S. Employer Identification Number)

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605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441

(Address of Principal Executive Offices) (Zip Code)

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(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, no par value per share

WINA

Nasdaq Global Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01Other Events

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On March 16, 2026, Winmark Corporation (the “Company”) announced to its franchisee network the implementation of a monthly Software Fee for all locations as well as the implementation of a North American Ad Fund for all Plato’s Closet® locations.

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Software Fee

The Company has announced that, beginning on September 1, 2026, it will charge a monthly fee of $295 plus applicable taxes (“Software Fee”) per store location under its software license agreement applicable to the Company’s point-of-sale system. The Company will use the proceeds of this Software Fee (approximately $400,000 per month in aggregate) for the ongoing support and management as well as the upcoming modernization of its point-of-sale system. Such investments may include costs associated with internal personnel, third-party vendors and service providers, and technology infrastructure, as determined by the Company.

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Plato’s Closet Ad Fund

The Company also announced that it has implemented a North American Ad Fund (“Ad Fund”) for its Plato’s Closet brand. Pursuant to the Company’s franchise agreements and system standards, franchisees operating Plato’s Closet locations will be required to contribute an amount equal to 2% of sales to the Ad Fund, commencing on July 1, 2026. As a result of this implementation, Plato’s Closet franchisees are now required to spend 6% (up from 5%) of their sales on marketing, of which 2% will be contributed to the Ad Fund. Contributions to the Ad Fund will be used to generate Plato’s Closet specific creative, working media and marketing infrastructure improvements to increase brand visibility. A portion of the Ad Fund proceeds will cover reasonable costs incurred by Winmark for administering the Ad Fund, including investments in personnel or contractors and continued investment in marketing activities. If the Ad Fund had been in place for fiscal 2025, the size of the Ad Fund would have been approximately $13.5 million.

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The implementation of both the Software Fee and the Ad Fund is consistent with the Company’s existing franchise agreements, system standards, and franchise disclosure documents and does not amend the terms of any of the Company’s franchise agreements.

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The Company anticipates the primary impact on its financial statements from the implementation of both the Software Fee as well as the Ad Fund will result in an increase in revenues with a corresponding increase in expenses.

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As a result of the implementation of these fees, the Company is adding an additional risk factor.*

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The Company’s implementation of a monthly Software Fee and the introduction of a North American Ad Fund for its Plato’s Closet brand may adversely affect franchisee relationships and system performance.

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The Company periodically implements system initiatives, including technology platforms, advertising programs, and related fees, that are intended to support brand development and operational consistency across its franchised systems. These initiatives, including the implementation of a North American Ad Fund for its Plato’s Closet brand and a monthly Software Fee may increase franchisee operating costs and may not result in immediate or uniform benefits for all franchisees.  If franchisees view such initiatives as burdensome, ineffective, or misaligned with their business needs, franchisee satisfaction and compliance may be adversely affected. Any deterioration in franchisee relationships could negatively impact franchisee retention, the pace of new franchise development, and the overall performance of the Company’s franchise systems.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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WINMARK CORPORATION

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Date: March 16, 2026

By:

/s/Anthony D. Ishaug

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Anthony D. Ishaug

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Chief Financial Officer and Treasurer

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Source: View Original Filing on SEC EDGAR

FAQ

What new Software Fee did Winmark Corporation (WINA) introduce in this 8-K?

Winmark will charge a monthly Software Fee of $295 plus taxes per store starting September 1, 2026. It expects to collect about $400,000 per month in total, funding support, management, and modernization of its point-of-sale technology platform.

How does the new Plato’s Closet Ad Fund affect Winmark (WINA) franchisees?

Plato’s Closet franchisees must contribute 2% of sales to a North American Ad Fund beginning July 1, 2026. Required marketing spend rises from 5% to 6% of sales, with Ad Fund dollars used for brand-specific creative, media buying, and marketing infrastructure.

How large would Winmark’s (WINA) Plato’s Closet Ad Fund have been for fiscal 2025?

If the Ad Fund had been in place for fiscal 2025, Winmark states it would have totaled approximately $13.5 million. This figure reflects contributions based on the required 2% of sales from Plato’s Closet franchisees across the system for that fiscal year.

What financial statement impact does Winmark (WINA) expect from the new fees?

Winmark anticipates that the Software Fee and Plato’s Closet Ad Fund will increase its revenues with a corresponding increase in expenses. The company links Software Fee proceeds to POS support and modernization, and Ad Fund proceeds to marketing, media, and administrative costs it incurs.

What new risk factor did Winmark (WINA) disclose about these franchise initiatives?

Winmark warns that the Software Fee and North American Ad Fund may raise franchisee operating costs and may not benefit all franchisees equally. If viewed as burdensome or ineffective, they could weaken franchisee satisfaction, compliance, retention, new franchise development, and overall system performance.

Do Winmark’s new Software Fee and Ad Fund change existing franchise agreements?

Winmark states the Software Fee and Plato’s Closet Ad Fund are consistent with existing franchise agreements, system standards, and disclosure documents. The company notes that these initiatives do not amend the terms of any franchise agreements but operate within the current contractual framework.

Filing Exhibits & Attachments

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