Winmark (WINA) director sells 1,660 common shares

Rhea-AI Filing Summary

Winmark Corp director Percy C. Tomlinson Jr. reported an open-market sale of 1,660 shares of common stock at $460.52 per share. After this transaction, he directly holds 800 Winmark common shares.

In addition to common stock, he continues to hold several non-employee stock options, including one grant covering 5,400 shares, with a noted vesting schedule of 25% per year for four years.

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^*

Tomlinson Percy C Jr

(Last) (First) (Middle)

605 HIGHWAY 169 N, SUITE 400

(Street)

MINNEAPOLIS MN 55441

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WINMARK CORP [ WINA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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
Common Stock	03/03/2026		S		1,660	D	$460.52	800	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
Non-Employee Stock Option (right to buy)	$242.58							12/14/2022(1)	12/14/2031	Common Stock	5,400		5,400	D
Non-Employee Stock Option (right to buy)	$197.8							06/01/2023(1)	06/01/2032	Common Stock	220		220	D
Non-Employee Stock Option (right to buy)	$238.6							12/12/2023(1)	12/12/2032	Common Stock	620		620	D
Non-Employee Stock Option (right to buy)	$325.99							06/01/2024(1)	06/01/2033	Common Stock	380		380	D
Non-Employee Stock Option (right to buy)	$446.68							12/11/2024(1)	12/11/2033	Common Stock	240		240	D
Non-Employee Stock Option (right to buy)	$355.9							06/01/2025(1)	06/01/2034	Common Stock	300		300	D
Non-Employee Stock Option (right to buy)	$400.97							12/09/2025(1)	12/09/2034	Common Stock	300		300	D
Non-Employee Stock Option (right to buy)	$424.82							06/01/2026(1)	06/01/2035	Common Stock	280		280	D
Non-Employee Stock Option (right to buy)	$444.54							12/15/2026(1)	12/15/2035	Common Stock	256		256	D

Explanation of Responses:

1. 25% per year for four years.

	/s/ Percy C. Tomlinson, Jr.	03/03/2026
	** 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.

FAQ

What insider transaction did Winmark (WINA) report for Percy C. Tomlinson Jr.?

Winmark reported that director Percy C. Tomlinson Jr. executed an open-market sale of 1,660 shares of common stock at $460.52 per share. The transaction was disclosed on a Form 4 insider filing for non-derivative common stock.

How many Winmark (WINA) shares does Percy C. Tomlinson Jr. hold after the sale?

After selling 1,660 Winmark common shares, Percy C. Tomlinson Jr. directly holds 800 common shares. This remaining stake is reported as his direct ownership position following the open-market transaction on the Form 4 filing.

At what price were the Winmark (WINA) shares sold in the Form 4 filing?

The reported open-market sale by Percy C. Tomlinson Jr. was executed at a price of $460.52 per Winmark common share. This per-share transaction price is specifically disclosed in the Form 4 data provided.

Does Percy C. Tomlinson Jr. still hold Winmark (WINA) stock options after the sale?

Yes. Percy C. Tomlinson Jr. continues to hold several non-employee stock options on Winmark shares, including one grant for 5,400 shares. A related footnote states that this option vests at 25% per year for four years.

What type of transaction code was used in the Winmark (WINA) Form 4 filing?

The Winmark Form 4 lists transaction code “S” for Percy C. Tomlinson Jr.’s common stock trade. This code indicates a sale in an open market or private transaction, as described in the filing’s transaction code explanation.

What does the Form 4 say about vesting of Percy C. Tomlinson Jr.’s Winmark options?

A footnote in the Form 4 specifies that one non-employee stock option grant to Percy C. Tomlinson Jr. vests at a rate of 25% per year for four years. This schedule details when those option shares become exercisable.