[Form 4] WINMARK CORP Insider Trading Activity

Rhea-AI Filing Summary

Lawrance A. Barbetta, a director of Winmark Corp (WINA), reported open-market sales of common stock on 09/17/2025. The Form 4 shows two sales: 216 shares sold at an average price of $505.33 (range $505.11–$506.10) and 636 shares sold at an average price of $504.91 (range $504.77–$505.01). After those transactions the reported amounts beneficially owned are shown as 1,285 and 649 shares respectively. The filing also lists outstanding non-employee director stock options that in aggregate cover 7,551 underlying shares with various exercise prices and expiration dates through 2035.

Positive

• Director retains substantial equity-linked exposure via 16 outstanding option grants covering 7,551 underlying shares with expirations through 2035
• Sales were reported transparently with average prices and trade ranges provided, meeting Section 16 disclosure requirements

Negative

• Director executed open-market sales of 852 shares on 09/17/2025, which reduces direct share ownership
• No explanation provided on the Form 4 for the reason for the disposals beyond standard reporting fields

Insights

Financial Analyst

TL;DR: Routine director sales occurred; option holdings remain substantial, so equity exposure is largely intact.

The director executed two open-market sales totaling 852 shares on 09/17/2025 at roughly $505 per share. These transactions are reported as dispositions rather than exercises and appear consistent with routine liquidity actions by insiders rather than option exercises or other structural changes. The Form 4 also documents 16 outstanding non-employee director stock option grants that together underlie 7,551 common shares with staggered expirations through 2035, preserving long-term equity exposure.

Corporate Governance Expert

TL;DR: Insider selling noted, but significant option holdings and continued direct ownership suggest ongoing alignment with shareholders.

As a director, the reporting person is subject to Section 16 reporting and disclosed two small open-market disposals. The sale sizes (216 and 636 shares) are modest relative to the aggregate option position disclosed. The presence of numerous outstanding director option grants with multi-year expirations indicates continued incentive alignment; there is no disclosure here of any resignations, exercised-to-sell transactions, or other governance events.

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).

1. Name and Address of Reporting Person^*

Barbetta Lawrence A

(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)
09/17/2025

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	09/17/2025		S		216(1)	D	$505.33	1,285	D
Common Stock	09/17/2025		S		636(2)	D	$504.91	649	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 Director Stock Option (right to buy)	$134.25							12/11/2018(3)	12/11/2027	Common Stock	200		200	D
Non-Employee Director Stock Option (right to buy)	$143.2							06/01/2019(3)	06/01/2028	Common Stock	200		200	D
Non-Employee Director Stock Option (right to buy)	$156							12/11/2019(3)	12/11/2028	Common Stock	400		400	D
Non-Employee Director Stock Option (right to buy)	$164.84							06/01/2020(3)	06/01/2029	Common Stock	375		375	D
Non-Employee Director Stock Option (right to buy)	$176.2							12/16/2020(3)	12/16/2029	Common Stock	563		563	D
Non-Employee Director Stock Option (right to buy)	$143.87							06/01/2021(3)	06/01/2030	Common Stock	563		563	D
Non-Employee Director Stock Option (right to buy)	$183.87							12/14/2021(3)	12/14/2030	Common Stock	750		750	D
Non-Employee Director Stock Option (right to buy)	$195.82							06/01/2022(3)	06/01/2031	Common Stock	750		750	D
Non-Employee Stock Option (right to buy)	$261.32							12/13/2022(3)	12/13/2031	Common Stock	750		750	D
Non-Employee Stock Option (right to buy)	$197.8							06/01/2023(3)	06/01/2032	Common Stock	880		880	D
Non-Employee Director Stock Option (right to buy)	$238.6							12/12/2023(3)	12/12/2032	Common Stock	620		620	D
Non-Employee Director Stock Option (right to buy)	$325.99							06/01/2024(3)	06/01/2033	Common Stock	380		380	D
Non-Employee Director Stock Option (right to buy)	$446.68							12/11/2024(3)	12/11/2033	Common Stock	240		240	D
Non-Employee Director Stock Option (right to buy)	$355.9							06/01/2025(3)	06/01/2034	Common Stock	300		300	D
Non-Employee Director Stock Option (right to buy)	$400.97							12/09/2025(3)	12/09/2034	Common Stock	300		300	D
Non-Employee Director Stock Option (right to buy)	$424.82							06/01/2026(3)	06/01/2035	Common Stock	280		280	D

Explanation of Responses:

1. 216 shares sold at an average price of $505.33, with a range of $505.11 to $506.10

2. 636 shares sold at an average price of $504.91, with a range of $504.77 to $505.01

3. 25% per year for four years.

	/s/ Lawrance A. Barbetta	09/18/2025
	** 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 insider activity did Winmark Corp (WINA) report on this Form 4?

The Form 4 shows director Lawrance A. Barbetta sold 216 shares at an average of $505.33 and 636 shares at an average of $504.91 on 09/17/2025.

How many stock options does the reporting director hold according to the filing?

The filing lists option grants that together underlie 7,551 common shares with various exercise prices and expiration dates through 2035.

Were the reported transactions open-market sales or option exercises?

The non-derivative section indicates sales (code S) of common stock; the derivative section lists outstanding options but does not show exercises on 09/17/2025.

What prices were reported for the sales on the Form 4?

The sales reported average prices of $505.33 (range $505.11–$506.10) and $504.91 (range $504.77–$505.01).

Does the filing show any change in the director’s role or relationship to WINA?

No; the filing continues to identify Lawrance A. Barbetta as a Director and does not disclose any resignation or role change.