[Form 4] Winmark Corp Insider Trading Activity

Rhea-AI Filing Summary

Brett D. Heffes, Chair and CEO of Winmark Corp (WINA), reported multiple option exercises and offsetting stock sales on August 26-27, 2025. He exercised several employee stock options at strike prices including $143.87, $164.84, $176.20 and $195.82, resulting in newly acquired common shares recorded in Table I and Table II. To cover exercise costs and tax withholding, Heffes sold multiple lots totaling several thousand shares at prices ranging roughly from $451.75 to $459.23. After these transactions he beneficially owned 114,338 (common stock totals shown as 114,400–119,371 across entries) directly and retained numerous outstanding options across multiple grant vintages.

Positive

• Insider exercised multiple employee stock options, demonstrating continued equity-based compensation participation
• Sales were disclosed as tax- and exercise-related, indicating they were used to cover obligations rather than opportunistic disposition
• Reporting person retains substantial holdings and a large portfolio of outstanding options with varied strikes and expirations

Negative

• Several thousand shares were sold (multiple lots totaling several thousand) which reduced direct share count
• Immediate dilution potential from outstanding options remains as many options are still exercisable across multiple grant vintages

Insights

Corporate Governance Expert

TL;DR: Insider exercised stock options and sold shares to cover exercise costs and taxes; common for executives and does not alone imply change in control.

The Form 4 documents routine option exercises and contemporaneous sales identified as used to pay exercise prices and tax obligations. Multiple option grants across several grant dates were exercised on 08/26/2025 and 08/27/2025 with corresponding sales at market prices to satisfy withholding. The filing shows continued direct beneficial ownership of common stock and a substantial portfolio of unexercised options with varying strikes and expirations, indicating ongoing equity incentive alignment.

Securities Analyst

TL;DR: Transactions are material for disclosure but represent internal compensation mechanics rather than market-moving transfers.

The detailed entries list exercised options (e.g., 1,915; 526; 3,394; 2,103; 3,305; 510) and multiple share sales (e.g., 600; 400; 800; 641; 1,985; 1,186; 1,630; 170) at prices between about $451.75 and $459.23. Sales are expressly described as covering exercise price and taxes. The remaining direct holdings and option positions across strike prices and expiration dates remain significant, preserving insider exposure to future equity performance.

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
Estimated average burden
hours per response:			0.5

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^*

HEFFES BRETT D

(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
X	Officer (give title below)		Other (specify below)
	CHAIR AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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
Common Stock	08/26/2025		M		1,915	A	$143.87	114,415	D
Common Stock	08/26/2025		M		526	A	$164.84	114,941	D
Common Stock	08/26/2025		M		510	A	$195.82	115,451	D
Common Stock	08/26/2025		S		600(1)	D	$458.65	114,851	D
Common Stock	08/26/2025		S		400(2)	D	$456.97	114,451	D
Common Stock	08/26/2025		S		800(3)	D	$453.82	113,651	D
Common Stock	08/26/2025		S		641(4)	D	$452.07	113,010	D
Common Stock	08/27/2025		M		2,103	A	$176.2	115,113	D
Common Stock	08/27/2025		M		2,868	A	$164.84	117,981	D
Common Stock	08/27/2025		M		1,390	A	$143.87	119,371	D
Common Stock	08/27/2025		S		1,985(5)	D	$454.95	117,386	D
Common Stock	08/27/2025		S		1,186(6)	D	$454.03	116,200	D
Common Stock	08/27/2025		S		1,630(7)	D	$452.72	114,570	D
Common Stock	08/27/2025		S		170(8)	D	$451.76	114,400	D
Common Stock								338	I	by family office

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
Employee Stock Option (right to buy)	$164.84	08/26/2025(9)		M			3,394	06/01/2020(10)	06/01/2029	Common Stock	3,394	$164.84	0	D
Employee Stock Option (right to buy)	$176.2	08/27/2025		M			2,103	12/16/2020(10)	12/16/2029	Common Stock	4,000	$176.2	1,897	D
Employee Stock Option (right to buy)	$143.87	08/26/2025(11)		M			3,305	06/01/2021(10)	06/01/2030	Common Stock	3,305	$143.87	0	D
Employee Stock Option (right to buy)	$195.82	08/26/2025		M			510	06/01/2022(10)	06/01/2031	Common Stock	4,000	$195.82	3,490	D
Employee Stock Option (right to buy)	$183.87							12/14/2021(10)	12/14/2030	Common Stock	4,000		4,000	D
Employee Stock Option (right to buy)	$261.32							12/13/2022(10)	12/13/2031	Common Stock	11,100		11,100	D
Employee Stock Option (right to buy)	$197.8							06/01/2023(10)	06/01/2032	Common Stock	9,360		9,360	D
Employee Stock Option (right to buy)	$238.6							12/12/2023(10)	12/12/2032	Common Stock	5,740		5,740	D
Employee Stock Option (right to buy)	$325.99							06/01/2024(10)	06/01/2033	Common Stock	4,120		4,120	D
Employee Stock Option (right to buy)	$355.9							06/01/2025(10)	06/01/2034	Common Stock	3,580		3,580	D
Employee Stock Option (right to buy)	$400.97							12/09/2025(10)	12/09/2034	Common Stock	3,260		3,260	D
Employee Stock Option (right to buy)	$424.82							06/01/2026(10)	06/01/2035	Common Stock	2,984		2,984	D

Explanation of Responses:

1. 600 shares sold at an average price of $458.65, with a range of $458.34 to $459.23, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

2. 400 shares sold at an average price of $456.97, with a range of $456.94 to $457.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

3. 800 shares sold at an average price of $453.82, with a range of $453.78 to $454.09, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

4. 641 shares sold at an average price of $452.07, with a range of $451.75 to $452.46, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

5. 1,985 shares sold at an average price of $454.95, with a range of $454.71 and $455.58, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

6. 1,186 shares sold at an average price of $454.03, with a range of $453.91 to $454.22, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

7. 1,630 shares sold at an average price of $452.72, with a range of $451.85 to $452.81, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

8. 170 shares sold at an average price of $451.76, with a range of $451.75 to $451.78, to cover payment of exercise price of and taxes due on option exercises included on this Form 4

9. 526 option shares exercised 8/26/2025 and 2,868 option shares exercised 8/27/2025 as indicated in Table 1

10. 25% per year for four years.

11. 1,915 option shares exercised 8/26/2025 and 1,390 option shares exercised 8/27/2025 as indicated in Table 1

	/s/ Brett D. Heffes	08/28/2025
	** 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.
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FAQ

What insider activity did Brett D. Heffes (WINA) report on Form 4?

The filing reports multiple option exercises on 08/26/2025 and 08/27/2025 and contemporaneous sales of common stock to cover exercise prices and taxes.

How many shares were sold to cover taxes and exercise costs?

The Form 4 lists share sale lots of 600, 400, 800, 641, 1,985, 1,186, 1,630 and 170 shares, each described as sold to cover exercise price and taxes.

Which option strike prices were exercised by Heffes?

Exercises involved option strikes including $143.87, $164.84, $176.20 and $195.82 as reported in Table II and Table I.

Does Heffes still hold Winmark common stock and options after these transactions?

Yes. The filing shows direct beneficial ownership of common stock (entries around 114,400–119,371 across lines) and numerous outstanding options across multiple expiration dates and strike prices.

Were these transactions disclosed as part of a Rule 10b5-1 plan?

The Form 4 includes the checkbox text about 10b5-1 plans but does not indicate in the body that these specific transactions were executed pursuant to such a plan.