BlackRock reports 12.1% passive stake in Winmark (WINA)

Rhea-AI Filing Summary

Winmark Corp received an amended Schedule 13G/A from BlackRock, Inc., disclosing a significant passive ownership position in its common stock. BlackRock reports beneficial ownership of 432,141 shares of Winmark common stock, representing 12.1% of the outstanding class as of the reported date.

BlackRock has sole voting power over 427,630 shares and sole dispositive power over 432,141 shares, with no shared voting or dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Winmark.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

WINMARK CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

974250102

(CUSIP Number)

01/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 974250102

1

Names of Reporting Persons

BlackRock, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 427,630.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 432,141.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

432,141.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.1 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: WINMARK CORP
(b)	Address of issuer's principal executive offices: 605 HIGHWAY 169 N SUITE 400 Minneapolis MN 55441
Item 2.
(a)	Name of person filing: BlackRock, Inc. In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)	Address or principal business office or, if none, residence: BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)	Citizenship: See Item 4 of Cover Page
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 974250102
Item 4.	Ownership
(a)	Amount beneficially owned: 432141
(b)	Percent of class: 12.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 427630
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 432141
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of WINMARK CORP. No one person's interest in the common stock of WINMARK CORP is more than five percent of the total outstanding common shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BlackRock, Inc.

Signature:	Spencer Fleming
Name/Title:	Managing Director
Date:	02/06/2026

Exhibit Information

Exhibit 24: Power of Attorney Exhibit 99: Item 7

FAQ

What does BlackRock’s Schedule 13G/A reveal about its stake in Winmark (WINA)?

BlackRock’s Schedule 13G/A shows a sizable passive stake in Winmark. The filing reports beneficial ownership of 432,141 shares of Winmark Corp common stock, representing 12.1% of the outstanding class, indicating BlackRock is a major institutional holder while remaining a passive investor.

How many Winmark (WINA) shares does BlackRock beneficially own and what percentage is this?

BlackRock reports beneficial ownership of 432,141 Winmark shares, or 12.1% of the class. This positions BlackRock as a significant shareholder in Winmark Corp, crossing the 5% disclosure threshold that requires a Schedule 13G/A filing with the SEC.

What voting and dispositive power does BlackRock have over Winmark (WINA) shares?

BlackRock has sole authority over nearly all reported Winmark shares. The filing shows sole voting power over 427,630 shares and sole dispositive power over 432,141 shares, with no shared voting or shared dispositive power reported for Winmark Corp common stock.

Is BlackRock an active or passive investor in Winmark (WINA) according to this filing?

BlackRock characterizes its Winmark position as a passive investment. The certification states the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of Winmark, consistent with a Schedule 13G rather than an activist Schedule 13D filing.

Who ultimately benefits from dividends or sale proceeds on BlackRock’s Winmark (WINA) holdings?

Various underlying clients have rights to dividends and sale proceeds. The filing notes that multiple persons have the right to receive dividends or proceeds from Winmark shares, but no single person’s interest exceeds five percent of Winmark’s total outstanding common shares.

Why is BlackRock’s ownership in Winmark (WINA) disclosed on an amended Schedule 13G/A?

The amended Schedule 13G/A updates BlackRock’s reportable ownership in Winmark. As a large institutional investor surpassing the 5% threshold, BlackRock must periodically amend its Schedule 13G to reflect current beneficial ownership levels and confirm its passive, ordinary-course investment status.