[8-K] Winmark Corp Reports Material Event

Rhea-AI Filing Summary

Winmark Corporation (Nasdaq: WINA) has filed a Form 8-K dated July 15, 2025. The filing discloses two primary matters:

• Item 2.02 / 7.01 – Q2 2025 Results: The company issued a press release (Exhibit 99.1) announcing its operating results and financial condition for the quarter ended June 28, 2025. Specific revenue or earnings figures are not included in the filing; investors must refer to the attached press release for details.
• Item 8.01 – Dividend Declaration: Winmark’s Board approved a regular quarterly cash dividend of $0.96 per share, payable on September 2, 2025 to shareholders of record at the close of business on August 13, 2025. Future dividends remain subject to Board approval (Exhibit 99.2).

No other material transactions, leadership changes, or financial statements are presented within the body of the 8-K. Investors should examine Exhibits 99.1 and 99.2 for the complete earnings release and dividend announcement.

Positive

• Board declared a $0.96 per-share quarterly dividend, reinforcing Winmark’s ongoing capital-return policy.

Negative

• None.

Insights

Equity Research Analyst

TL;DR – Routine 8-K confirms Q2 release timing and maintains $0.96 dividend; mildly supportive for income-oriented holders.

The filing is predominantly administrative, alerting investors to the availability of Winmark’s Q2 2025 earnings press release and confirming the continuation of its established quarterly dividend. The $0.96/share payout represents an annualized $3.84, implying a modest yield versus the company’s historical range and suggesting ongoing confidence in free-cash-flow generation. Because no financial metrics are provided inside the 8-K, impact hinges on results contained in Exhibit 99.1, not reviewed here. Still, the unbroken dividend cadence is a positive signal for income investors. Absent negative surprises in the underlying quarter, the disclosure is unlikely to materially alter consensus forecasts.

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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): July 15, 2025

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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 2.02Results of Operations and Financial Condition

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On July 15, 2025, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the second quarter ended June 28, 2025. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

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Item 7.01Regulation FD Disclosure

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On July 15, 2025, the Company announced in a press release its results of operations and financial condition for the second quarter ended June 28, 2025. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

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On July 15, 2025, the Company also announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders. The quarterly dividend of $0.96 per share will be paid on September 2, 2025 to shareholders of record on the close of business on August 13, 2025. Future dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report of Form 8-K.

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Item 8.01Other Events

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On July 15, 2025, the Company announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders. The quarterly dividend of $0.96 per share will be paid on September 2, 2025 to shareholders of record on the close of business on August 13, 2025. Future dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report of Form 8-K.

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Item 9.01Financial Statements and Exhibits

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(d)Exhibits

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c	​	​
99.1 ​ ​	​	Second Quarter Results Press Release dated July 15, 2025
99.2	​	Quarterly Cash Dividend Press Release dated July 15, 2025 ​
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhibit 101)

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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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co	​	​
​	WINMARK CORPORATION
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Date: July 15, 2025	By:	/s/ Anthony D. Ishaug
​	Anthony D. Ishaug
​	Chief Financial Officer and Treasurer

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FAQ

What dividend did Winmark (WINA) announce in the July 15, 2025 8-K?

$0.96 per share, payable September 2, 2025 to shareholders of record on August 13, 2025.

When will Winmark pay its declared Q3 2025 dividend?

The cash dividend is scheduled for September 2, 2025.

Does the 8-K include Winmark’s Q2 2025 revenue or EPS figures?

No. The filing references Exhibit 99.1 for the full press release; figures are not included in the body of the 8-K.

Which exhibits accompany Winmark’s Form 8-K dated July 15, 2025?

Exhibit 99.1 (Q2 results press release), Exhibit 99.2 (dividend press release), and Exhibit 104 (Cover Page Inline XBRL).

Is Winmark considered an emerging growth company in this filing?

No. The checkbox for ‘emerging growth company’ is not selected.