[Form 4] Winmark Corp Insider Trading Activity

Rhea-AI Filing Summary

Insider option grant recorded on Form 4 for Winmark Corp (WINA). Director Keith Credendino was granted a non-employee stock option to buy 3,000 shares at an exercise price of $393.64 on 08/07/2025. The option becomes exercisable beginning 08/07/2026 and expires on 08/07/2035. The filing shows 3,000 options beneficially owned after the grant and notes a vesting schedule of 25% per year for four years, meaning full vesting by the fourth anniversary. The Form 4 was signed by Mr. Credendino on 08/25/2025.

Positive

• Alignment with shareholders: Time-based option vesting ties director incentives to long-term company performance.
• Clear vesting schedule: 25% per year for four years provides transparent retention terms.

Negative

• Potential dilution: Exercise of options would increase outstanding shares if and when exercised.
• Limited governance detail: Form 4 does not disclose board approval context or rationale for the grant.

Insights

Financial Analyst

TL;DR: Routine director option grant; modest in size relative to typical board awards and includes multi-year vesting.

The non-employee option for 3,000 shares at $393.64 aligns management incentives with shareholder value over a multi-year period. The 10-year term and one-year cliff to first exercisability, followed by annual vesting of 25%, is a common structure designed to retain and motivate. The immediate reported beneficial ownership is limited to the granted options, not exercised shares, so near-term share count impact is contingent on future exercises.

Corporate Governance Expert

TL;DR: Standard governance practice: option award to a director with time-based vesting; disclosure conforms to Section 16 reporting.

The grant and clear 25% per year vesting schedule indicate standard retention-oriented compensation. The filing properly reports transaction date, exercise price, exercisability date, expiration, and post-transaction beneficial ownership. There is no disclosure here of board approval details or grant rationale, so governance context is limited to the compensation mechanics shown on the Form 4.

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
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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^*

Credendino Keith

(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)
08/07/2025

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

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)	$393.64	08/07/2025		A		3,000		08/07/2026(1)	08/07/2035	Common Stock	3,000	$393.64	3,000	D

Explanation of Responses:

1. 25% per year for four years.

	/s/ Keith Credendino	08/25/2025
	** 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 transaction did Keith Credendino report on the WINA Form 4?

Mr. Credendino reported a grant of a non-employee stock option to acquire 3,000 shares at an exercise price of $393.64 dated 08/07/2025.

When can the granted options be exercised?

The options become exercisable beginning 08/07/2026, with a vesting schedule of 25% per year over four years and an expiration date of 08/07/2035.

How many derivative securities does the reporting person beneficially own after the transaction?

The Form 4 reports beneficial ownership of 3,000 derivative securities (options) following the grant.

Was the Form 4 signed and when?

Yes. The Form 4 bears the signature of /s/ Keith Credendino dated 08/25/2025.

Does the filing disclose the option exercise price and term?

Yes. The exercise price is $393.64 and the option term expires on 08/07/2035.