Winmark (WINA) director logs 800-share sale, 256-option grant

Rhea-AI Filing Summary

Winmark Corp director Percy C. Tomlinson, Jr. reported insider transactions in company stock. On 12/15/2025, he disposed of 800 shares of common stock.

On the same date, he received a non-employee stock option covering 256 shares of common stock at an exercise price of $444.54 per share, exercisable beginning 12/15/2026 and expiring 12/15/2035. The option vests 25% per year for four years, and he also holds several earlier non-employee stock option grants with various exercise prices and expiration dates.

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)
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
Common Stock								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)	$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)	$242.58							12/14/2022(1)	12/14/2031	Common Stock	7,000		7,000	D
Non-Employee Stock Option (right to buy)	$197.8							06/01/2023(1)	06/01/2032	Common Stock	280		280	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

Explanation of Responses:

1. 25% per year for four years.

	/s/ Percy C. Tomlinson, Jr.	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).
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 stock transactions did Winmark (WINA) report on 12/15/2025?

The filing shows that on 12/15/2025, director Percy C. Tomlinson, Jr. disposed of 800 shares of Winmark common stock and received a new non-employee stock option for 256 shares.

Who is the reporting person in this Winmark (WINA) insider filing?

The reporting person is Percy C. Tomlinson, Jr., who serves as a director of Winmark Corp.

How many Winmark (WINA) shares did the director sell in this transaction?

The director reported a disposition of 800 shares of Winmark common stock.

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

The new non-employee stock option covers 256 shares of common stock at an exercise price of $444.54 per share, becomes exercisable on 12/15/2026, expires on 12/15/2035, and vests 25% per year for four years.

Does the filing show other outstanding Winmark (WINA) stock options for the director?

Yes. Table II lists multiple existing non-employee stock options, including one for 7,000 shares at an exercise price of $242.58 expiring 12/14/2031, plus additional grants for 280, 620, 380, 240, 300, 300 and 280 shares with exercise prices from $197.8 to $446.68 and expirations between 2032 and 2035.