[8-K] – WINMARK CORP (WINA) (CIK 0000908315)

Rhea-AI Filing Summary

Winmark Corporation announced third-quarter results and declared shareholder cash distributions. The Board approved a regular quarterly dividend of $0.96 per share and a special dividend of $10.00 per share.

Both dividends will be paid on December 1, 2025 to shareholders of record at the close of business on November 12, 2025. The special dividend totals approximately $35.6 million based on the current number of shares outstanding. The company stated that future dividends will be subject to Board approval.

Insights

Dividend policy and cash returns analyst

Winmark declares $10 special and $0.96 quarterly dividends.

Winmark announced two cash distributions: a regular $0.96 per-share quarterly dividend and a special $10.00 per-share dividend. Both are payable on December 1, 2025 to holders of record on November 12, 2025.

The special dividend is approximately $35.6 million in aggregate, based on the current share count. This indicates a sizable one-time cash outlay alongside the ongoing quarterly payout.

Key mechanics are straightforward: record date November 12, 2025 and payment date December 1, 2025. Actual impact on liquidity and future payouts will depend on Board decisions, as future dividends remain subject to approval.

0000908315false00009083152025-10-152025-10-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

CURRENT REPORT

​

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

​

Date of report (Date of earliest event reported): October 15, 2025

​

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

​

Minnesota

(State or Other Jurisdiction of Incorporation)

​

​	​
000-22012	41-1622691
(Commission File Number)	(I.R.S. Employer Identification Number)

​

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

(Address of Principal Executive Offices) (Zip Code)

​

(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

​

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:

​

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

​

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

​

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

​

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

​

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

​

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, no par value per share	WINA	Nasdaq Global Market

​

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).

​

Emerging growth company ☐

​

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. ☐

​

​

Item 2.02Results of Operations and Financial Condition

​

On October 15, 2025, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the third quarter ended September 27, 2025. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

​

​

Item 7.01Regulation FD Disclosure

​

On October 15, 2025, the Company announced in a press release its results of operations and financial condition for the third quarter ended September 27, 2025. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

​

On October 15, 2025, the Company also announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $0.96 per share will be paid on December 1, 2025 to shareholders of record on the close of business on November 12, 2025. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $10.00 per share will be paid on December 1, 2025 to shareholders of record on the close of business on November 12, 2025. The total amount of the special dividend will be approximately $35.6 million based on the current number of shares outstanding. 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.

​

​

Item 8.01Other Events

​

On October 15, 2025, the Company announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $0.96 per share will be paid on December 1, 2025 to shareholders of record on the close of business on November 12, 2025. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $10.00 per share will be paid on December 1, 2025 to shareholders of record on the close of business on November 12, 2025. The total amount of the special dividend will be approximately $35.6 million based on the current number of shares outstanding. 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.

​

​

Item 9.01Financial Statements and Exhibits

​

(d)Exhibits

​

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

​

​

​

​

​

SIGNATURES

​

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.

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FAQ

What dividends did WINA declare on October 15, 2025?

Winmark declared a quarterly dividend of $0.96 per share and a special dividend of $10.00 per share.

When are WINA’s dividends payable and what is the record date?

Both dividends are payable on December 1, 2025 to shareholders of record on November 12, 2025.

How much is the total WINA special dividend?

The special dividend totals approximately $35.6 million based on the current number of shares outstanding.

Will Winmark pay future dividends after this special dividend?

The company stated that future dividends will be subject to Board approval.

What period’s results did WINA announce alongside the dividends?

Winmark announced results for the third quarter ended September 27, 2025.

Where can I find more details on WINA’s results and dividends?

Press releases are attached as Exhibit 99.1 (results) and Exhibit 99.2 (dividends).