Winmark Corp (WINA) director discloses 256 new stock options grant

Rhea-AI Filing Summary

Winmark Corp director Philip I. Smith reported receiving 256 non-employee stock options to purchase Winmark common stock at an exercise price of $444.54 per share on 12/15/2025. These options cover 256 shares, become exercisable beginning 12/15/2026, and expire on 12/15/2035, with vesting described as 25% per year for four years.

The report also lists previously granted non-employee stock options that remain directly owned, including a grant exercisable from 03/01/2024 until 03/01/2033 for 4,500 shares at an exercise price of $291.01 per share. All reported derivative holdings are shown as directly owned by the director.

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

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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^*

SMITH PHILIP IRVING

(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)
12/15/2025

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)	$444.54	12/15/2025		A		256		12/15/2026(1)	12/15/2035	Common Stock	256	$444.54	256	D
Non-Employee Stock Option (right to buy)	$291.01							03/01/2024(1)	03/01/2033	Common Stock	4,500		4,500	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

Explanation of Responses:

1. 25% per year for four years.

	/s/ Philip I. Smith	12/15/2025
	** 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).
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FAQ

What insider transaction did Winmark Corp (WINA) report in this filing?

The filing shows that director Philip I. Smith reported acquiring 256 non-employee stock options to buy Winmark common stock at an exercise price of $444.54 per share on 12/15/2025.

What are the key terms of the new Winmark (WINA) stock options?

The new non-employee stock options have an exercise price of $444.54 per share, cover 256 shares of common stock, become exercisable starting 12/15/2026, and expire on 12/15/2035.

How do the new Winmark director options vest?

The vesting explanation states that the options vest at 25% per year for four years, which applies to the grant that becomes exercisable beginning 12/15/2026.

What other stock options does the Winmark (WINA) director hold?

The report lists several previously granted non-employee stock options, including one exercisable from 03/01/2024 to 03/01/2033 covering 4,500 shares at an exercise price of $291.01 per share, all reported as directly owned.

What is the relationship of the reporting person to Winmark Corp (WINA)?

The reporting person, Philip I. Smith, is identified in the filing as a director of Winmark Corp and files the report as one reporting person.

Are the reported Winmark stock options held directly or indirectly?

All of the non-employee stock options listed, including the new grant of 256 options, are shown as directly owned by the reporting person.