WINMARK CORP SEC Filings

WINMARK CORP Chief Operating Officer Renae M. Gaudette exercised employee stock options to acquire 2,500 shares of common stock at $98.25 per share. Following this derivative exercise, she directly holds 21,360 common shares. The filing also lists multiple remaining option grants with various exercise prices and expiration dates that vest 25% per year for four years.

Winmark Corporation reported the results of its Annual Shareholders meeting held on April 22, 2026. Shareholders voted on several matters, each receiving strong support.

All seven director nominees received between 2,963,646 and 2,984,228 votes “for,” with relatively low “withhold” votes and 116,326 broker non-votes on each director item, indicating broad backing for the board.

Other proposals also passed comfortably, including one receiving 3,137,000 votes for, 8,484 against and 3,902 abstentions, another with 2,929,354 for and 100,349 against, and a further item with 3,119,355 for and 26,488 against.

Winmark Corporation reported solid first-quarter 2026 results driven by franchise royalties, despite lower total revenue and net income versus last year. Revenue was $20,849,700 compared to $21,919,700 a year earlier, as the company no longer earns leasing income following the completed run-off of its equipment leasing portfolio.

Royalties rose 8.4% to $19,262,800 on higher franchise retail sales and a slightly larger store base of 1,383 locations. Net income was $9,254,700 versus $9,956,400, with diluted EPS of $2.50 compared to $2.71. Selling, general and administrative expenses increased 5.8% to $7,869,600, mainly from higher compensation-related costs. Winmark generated $11,877,300 of operating cash flow, paid a $0.96 per share dividend totaling $3,429,000, maintained $19,928,300 in cash, cash equivalents and restricted cash, and ended the quarter with $30,000,000 outstanding on its CIBC term loan and $30,000,000 of Prudential notes while remaining in compliance with all covenants.

Winmark Corporation reported first quarter 2026 net income of $9,254,700, or $2.50 per diluted share, compared with $9,956,400 and $2.71 per diluted share a year earlier. Prior-year results included $2.2 million of leasing income from a customer litigation settlement.

Total revenue was $20,849,700 versus $21,919,700 in 2025, as royalties increased but leasing income declined. Cash and cash equivalents rose to $19,828,300 at March 28, 2026 from $10,295,700 at December 27, 2025, while the shareholders’ equity deficit narrowed.

The Board approved a quarterly cash dividend of $1.02 per share, payable on June 1, 2026 to shareholders of record on May 13, 2026. Winmark had 1,383 franchises in operation and over 2,800 available territories at March 28, 2026.

Winmark Corp ownership disclosure: The Vanguard Group filed an amendment stating it beneficially owns 0 shares of Winmark Corp common stock, representing 0% of the class. The filing explains an internal realignment completed on January 12, 2026, after which certain Vanguard subsidiaries report holdings separately in reliance on SEC Release No. 34-39538.

The filing lists Vanguard's address and identifies Ashley Grim, Head of Global Fund Administration, as the signatory on March 27, 2026. The statement notes Vanguard-managed accounts retain dividend/proceeds rights where applicable.

Winmark Corporation is introducing two new franchisee fees tied to its technology and marketing programs. Starting on September 1, 2026, it will charge a monthly Software Fee of $295 plus taxes per store, which it estimates at about $400,000 per month in total. These proceeds will fund support, management, and modernization of its point-of-sale system, including personnel, vendors, and technology infrastructure.

For its Plato’s Closet brand, Winmark is also launching a North American Ad Fund, requiring contributions equal to 2% of sales beginning July 1, 2026. This increases required marketing spend for Plato’s Closet franchisees from 5% to 6% of sales, with 2% flowing into the Ad Fund. If this fund had existed in fiscal 2025, it would have been about $13.5 million. Winmark expects both changes to raise revenues with a corresponding rise in expenses and has added a new risk factor noting that higher fees and system initiatives could strain franchisee relationships and system performance.

Winmark Corp director Jenele C Grassle reported an open-market sale of common stock. On 2026-03-04, she sold 3,900 shares of Winmark common stock at a price of $475.8000 per share, leaving her with direct ownership of 2,500 common shares.

The filing also lists multiple holdings of Non-Employee Stock Options (right to buy), all held directly, with various share amounts remaining as of 2026-03-04. A footnote states that these options vest at a rate of 25% per year for four years.

Winmark Corporation is asking shareholders to vote at its April 22, 2026 annual meeting on four items: setting the Board size at seven directors, electing seven nominees for one-year terms, approving an advisory vote on executive compensation, and ratifying Grant Thornton LLP as independent auditor for 2026.

Shareholders of record on March 2, 2026, when 3,577,421 common shares were outstanding, are entitled to one vote per share. The Board recommends voting FOR all four proposals.

The proxy describes a long-standing pay program for executives built on base salary, an annual bonus capped at 100% of salary, and stock options roughly equal to salary, emphasizing long-term ownership. For 2025, CEO total compensation was $2,108,124, resulting in a CEO pay ratio of 21.9 to 1, and management highlights strong historical total shareholder return.