Director at Winmark (NASDAQ: WINA) receives 356-share stock option grant

Rhea-AI Filing Summary

Winmark Corp director Philip Irving Smith reported a new stock option grant and his existing option holdings. On the reported date, he received a non-employee stock option covering 356 shares of common stock at an exercise price of $378.57 per share, exercisable from June 1, 2027 until June 1, 2036. A footnote states these options vest 25% per year for four years, indicating a long-term incentive structure. The filing also lists several other non-employee stock options he holds directly, with exercise prices between $291.01 and $446.68 and individual grants ranging from 240 to 4,500 underlying shares, showing a meaningful ongoing equity-based compensation position.

Insights

Equity compensation analyst

Routine director option grant adds to existing long-term incentives.

Director Philip Irving Smith received 356 non-employee stock options with a $378.57 exercise price, vesting 25% annually over four years. This structure rewards longer service and ties part of his compensation to WINMARK CORP's future share performance.

The filing also lists several prior option awards with exercise prices from $291.01 to $446.68 and individual grants up to 4,500 underlying shares. Taken together, these options represent ongoing equity exposure, but no open-market buying or selling is reported here.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider SMITH PHILIP IRVING

Role null

Type	Security	Shares	Price	Value
Grant/Award	Non-Employee Stock Option (right to buy)	356	$378.57	$135K
holding	Non-Employee Stock Option (right to buy)	--	--	--
holding	Non-Employee Stock Option (right to buy)	--	--	--
holding	Non-Employee Stock Option (right to buy)	--	--	--
holding	Non-Employee Stock Option (right to buy)	--	--	--
holding	Non-Employee Stock Option (right to buy)	--	--	--
holding	Non-Employee Stock Option (right to buy)	--	--	--
holding	Non-Employee Stock Option (right to buy)	--	--	--

Holdings After Transaction: Non-Employee Stock Option (right to buy) — 356 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

New option grant size: 356 options New option exercise price: $378.57 per share New option expiration: June 1, 2036 +3 more

6 metrics

New option grant size 356 options Non-employee stock option grant reported on Form 4

New option exercise price $378.57 per share Exercise price for 356-share option grant

New option expiration June 1, 2036 Expiration date for 356-share grant

Largest existing option block 4,500 underlying shares Non-employee stock option at $291.01 exercise price

Lowest listed exercise price $291.01 per share Existing non-employee stock option expiring March 1, 2033

Highest listed exercise price $446.68 per share Existing non-employee stock option expiring December 11, 2033

Key Terms

Non-Employee Stock Option (right to buy), exercise price, expiration date, grant, award, or other acquisition, +1 more

5 terms

Non-Employee Stock Option (right to buy) financial

"security_title: "Non-Employee Stock Option (right to buy)""

exercise price financial

"conversion_or_exercise_price: "378.5700""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

expiration date financial

"expiration_date": "2036-06-01T00:00:00.000Z""

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

underlying security shares financial

"underlying_security_shares": "356.0000""

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Form 4 Insider Transactions: What Each Field Means →

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^*

SMITH PHILIP IRVING

(Last) (First) (Middle)

605 HIGHWAY 169 N

SUITE 400

(Street)

MINNEAPOLIS MINNESOTA 55441

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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)	$378.57	06/01/2026		A		356		06/01/2027(1)	06/01/2036	Common Stock	356	$378.57	356	D
Non-Employee Stock Option (right to buy)	$291.01							03/01/2024(1)	03/01/2033	Common Stock	4,500		4,500	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
Non-Employee Stock Option (right to buy)	$444.54							12/15/2026(1)	12/15/2035	Common Stock	256		256	D

Explanation of Responses:

1. 25% per year for four years.

	/s/ Philip I. Smith	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Winmark (WINA) director Philip Irving Smith receive in this Form 4?

Philip Irving Smith received a grant of 356 non-employee stock options to buy Winmark common stock at an exercise price of $378.57 per share. The filing also details several other option awards he already holds as part of his equity compensation package.

What is the exercise price and term of the new WINA stock options?

The new non-employee stock options have an exercise price of $378.57 per share and are exercisable from June 1, 2027 until June 1, 2036. This long exercise window is typical for director options, supporting long-term alignment with shareholders.

How do Philip Irving Smith’s Winmark options vest over time?

A footnote states that the options vest 25% per year for four years. This means one-quarter of the 356-share grant becomes exercisable each year over four years, encouraging multi-year board service and sustained focus on Winmark’s share performance.

Does this Winmark Form 4 show any stock being bought or sold on the market?

The Form 4 shows a compensation-related option grant and multiple existing option holdings, but no open-market purchases or sales. Transaction summaries list one acquisition via grant and no buy or sell transactions, indicating this is a routine equity award disclosure.

What other Winmark stock options does Philip Irving Smith hold?

The filing lists several non-employee stock options with exercise prices from about $291.01 to $446.68, each tied to specific expiration dates between 2033 and 2035. Individual grants range from 240 to 4,500 underlying shares, all held directly.