Winmark (WINA) director Gina De Caro Sprenger granted 256 options at $444.54

Rhea-AI Filing Summary

Winmark Corp director Gina De Caro Sprenger reported insider equity transactions. On December 15, 2025 she received 256 non-employee stock options to buy Winmark common stock at $444.54 per share. These options cover 256 shares of common stock, vest 25% per year for four years beginning December 15, 2026, and expire on December 15, 2035. The filing also shows a disposition of 250 shares of common stock and lists previously granted director stock options covering additional shares at exercise prices between $182.21 and $446.68 per share, all held directly.

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
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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^*

SPRENGER GINA DECARO

(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								250	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)	$182.21							01/13/2022(1)	01/13/2031	Common Stock	10,000		10,000	D
Non-Employee Stock Option (right to buy)	$195.82							06/01/2022(1)	06/01/2031	Common Stock	750		750	D
Non-Employee Stock Option (right to buy)	$261.32							12/13/2022(1)	12/13/2031	Common Stock	750		750	D
Non-Employee Stock Option (right to buy)	$197.8							06/01/2023(1)	06/01/2032	Common Stock	880		880	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)	12/11/2024	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/ Gina De Caro Sprenger	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.
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 transaction did Winmark (WINA) disclose in this Form 4?

The filing reports that director Gina De Caro Sprenger received 256 non-employee stock options on December 15, 2025 and disposed of 250 shares of Winmark common stock.

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

The new grant is a non-employee stock option for 256 shares of Winmark common stock with an exercise price of $444.54 per share, vesting 25% per year over four years starting December 15, 2026 and expiring on December 15, 2035.

Who is the insider involved in this Winmark (WINA) Form 4 filing?

The reporting person is Gina De Caro Sprenger, who is identified as a director of Winmark Corp.

Does the Winmark (WINA) Form 4 show other stock option holdings for the director?

Yes. In addition to the new grant, the filing lists other non-employee stock options held directly, with exercise prices ranging from $182.21 to $446.68 per share and various expiration dates from 2031 to 2035.

How do the Winmark (WINA) director stock options vest according to the filing?

The filing explains that the options vest at a rate of 25% per year for four years, as noted in the footnote to the derivative securities table.