WINA Form 4: Heffes Exercises Options and Disposes Shares on Aug 26-27, 2025
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) | 2,103 | $176.20 | $371K |
| Exercise | Common Stock | 2,103 | $176.20 | $371K |
| Exercise | Common Stock | 2,868 | $164.84 | $473K |
| Exercise | Common Stock | 1,390 | $143.87 | $200K |
| Sale | Common Stock | 1,985 | $454.95 | $903K |
| Sale | Common Stock | 1,186 | $454.03 | $538K |
| Sale | Common Stock | 1,630 | $452.72 | $738K |
| Sale | Common Stock | 170 | $451.76 | $77K |
| Exercise | Employee Stock Option (right to buy) | 3,394 | $164.84 | $559K |
| Exercise | Employee Stock Option (right to buy) | 3,305 | $143.87 | $475K |
| Exercise | Employee Stock Option (right to buy) | 510 | $195.82 | $100K |
| Exercise | Common Stock | 1,915 | $143.87 | $276K |
| Exercise | Common Stock | 526 | $164.84 | $87K |
| Exercise | Common Stock | 510 | $195.82 | $100K |
| Sale | Common Stock | 600 | $458.65 | $275K |
| Sale | Common Stock | 400 | $456.97 | $183K |
| Sale | Common Stock | 800 | $453.82 | $363K |
| Sale | Common Stock | 641 | $452.07 | $290K |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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 4 400 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 4 800 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 4 641 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 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 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 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 4 170 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 4 526 option shares exercised 8/26/2025 and 2,868 option shares exercised 8/27/2025 as indicated in Table 1 25% per year for four years. 1,915 option shares exercised 8/26/2025 and 1,390 option shares exercised 8/27/2025 as indicated in Table 1
