Wingstop (NASDAQ: WING) boosts buyback with new $300M authorization

Rhea-AI Filing Summary

Wingstop Inc. has expanded its capital return program, with its board authorizing the repurchase of up to an additional $300 million of common stock, effective immediately. The company plans to fund these buybacks with existing cash, cash equivalents and operating cash flow.

Wingstop has already invested nearly $700 million in repurchases since August 2023, retiring approximately 2.6 million shares, including just over 1.2 million shares in 2025, and previously had about $53.4 million remaining under its authorization. The program is discretionary, may use open-market, negotiated, Rule 10b5-1 and accelerated share repurchase methods, and may be modified or terminated at any time.

Insights

Equity Analyst

Wingstop significantly expands its discretionary share repurchase capacity with a new $300 million authorization.

Wingstop has authorized up to an additional $300 million in share repurchases, on top of nearly $700 million already deployed since August 2023. This signals an ongoing commitment to using excess cash to return capital to shareholders alongside growth investments.

The company highlights its asset-lite model and strong free cash flow as supports for this strategy. The authorization is flexible: repurchases can occur via open-market trades, privately negotiated deals, Rule 10b5-1 trading plans and accelerated share repurchase agreements, with volumes determined at management’s discretion based on conditions.

The repurchase program is not binding and can be modified, suspended or terminated at any time. The press release also references anticipated execution of a $250 million accelerated share repurchase as part of implementing the program, though actual timing and scale will depend on future decisions and market factors.

0001636222FALSEDallasTexas00016362222026-03-052026-03-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2026

WINGSTOP INC.

(Exact name of registrant as specified in its charter)

Delaware			001-37425			47-3494862
(State or other jurisdiction of incorporation or organization)			Commission File Number			(IRS Employer Identification No.)
2801 N Central Expressway
Suite 1600
Dallas, Texas						75204
(Address of principal executive offices)						(Zip Code)

(972) 686-6500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			WING			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 5, 2026, the Board of Directors of Wingstop Inc. (the “Company,” “we,” “our,” or “us”) authorized the purchase of up to an additional $300 million of its outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), under its existing share repurchase program, effective immediately. A copy of the press release is attached hereto as Exhibit 99.1.

Share repurchases under the program may be made in the open market, in privately negotiated transactions or by other means, including through trading plans intended to qualify under Rule 10b5-1 of the Securities and Exchange Act of 1934 and accelerated share repurchase agreements, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market and business conditions, prevailing stock prices, and contractual limitations, among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws.

The share repurchase program does not obligate the Company to acquire any particular amount of Common Stock, or at any specific time intervals and may be modified, suspended or terminated at any time at the Company’s discretion.

The Company expects to fund repurchases with existing cash and cash equivalents, including the proceeds from its recently completed financing transaction.

Forward-looking Statements

This Current Report on Form 8-K includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of our expectations concerning the implementation and execution of our share repurchase program. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “may,” “will,” “should,” “expect,” “intend,” “plan,” “outlook,” “guidance,” “anticipate,” “believe,” “think,” “estimate,” “seek,” “predict,” “can,” “could,” “project,” “potential” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties, risks, and factors relating to our operations and business environments, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by these forward-looking statements. Please refer to the risk factors discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which can be found at the SEC’s website www.sec.gov. The discussion of these risks is specifically incorporated by reference into this Current Report on Form 8-K.

When considering forward-looking statements in this Current Report on Form 8-K or that we make in other reports or statements, you should keep in mind the cautionary statements in this Current Report on Form 8-K and future reports we file with the SEC. New risks and uncertainties arise from time to time, and we cannot predict when they may arise or how they may affect us. Any forward-looking statement in this Current Report on Form 8-K speaks only as of the date on which it was made. Except as required by law, we assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Item 9.01. Financial Statements and Exhibits

(d)			Exhibits
99.1			Press release, dated March 11, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Wingstop Inc.

Date:

March 11, 2026

By:

/s/ Alex R. Kaleida

Chief Financial Officer (Principal Financial and Accounting Officer)

Wingstop Announces Additional $300 Million Share Repurchase Authorization DALLAS, March 11, 2026 – Wingstop Inc. (NASDAQ: WING) today announced that its board of directors authorized the purchase of up to an additional $300 million of its outstanding shares of common stock, effective immediately. This authorization continues our execution under the Company’s existing repurchase program, pursuant to which Wingstop has invested nearly $700 million since inception in August 2023 and repurchased a total of approximately 2.6 million shares. In 2025 alone, the Company repurchased just over 1.2 million shares and has approximately $53.4 million remaining under its current authorization. “We remain disciplined in our capital allocation, prioritizing long-term growth investments while our asset-lite model and strong free cash flow allow us to return excess capital to shareholders and our share repurchase program is an example of this strategy,” said Alex Kaleida, Chief Financial Officer. This additional $300 million authorization reinforces our commitment to providing sustainable, long-term value to shareholders.” Repurchases under the program may be made in the open market, in privately negotiated transactions or by other means, including through trading plans intended to qualify under Rule 10b5-1 of the Securities and Exchange Act of 1934 and accelerated share repurchase agreements, with the amount and timing of repurchases to be determined at Wingstop’s discretion, depending on market and business conditions, prevailing stock prices, and contractual limitations, among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws. This program does not obligate Wingstop to acquire any particular amount of common stock, or at any specific time or intervals and may be modified, suspended or terminated at any time at Wingstop’s discretion. Wingstop expects to fund repurchases with existing cash and cash equivalents as well as anticipated cash flow from operations. ### About Wingstop Founded in 1994 and headquartered in Dallas, TX, Wingstop Inc. (NASDAQ: WING) operates and franchises more than 3,000 restaurants worldwide – with 98% of the total restaurant count owned by brand partners. Generating over $5 billion in system-wide sales in fiscal 2025, Wingstop offers made-to- order, always fresh classic and boneless wings, tenders, and chicken sandwiches in 12 bold, distinctive flavors, alongside signature sides and iconic housemade ranch and bleu cheese dips. Dedicated to Serving the World Flavor, Wingstop is the Official Chicken Partner of the NBA with a vision to become a Top 10 Global Restaurant Brand. Learn more at wingstop.com or follow @Wingstop on X, Instagram, Facebook and TikTok. Forward-looking Statements This news release includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of our expectations concerning the implementation and

execution of our share repurchase program, including the anticipated execution of a $250 million ASR and our strategic growth initiatives. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “may,” “will,” “should,” “expect,” “intend,” “plan,” “outlook,” “guidance,” “anticipate,” “believe,” “think,” “estimate,” “seek,” “predict,” “can,” “could,” “project,” “potential” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties, risks, and factors relating to our operations and business environments, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by these forward- looking statements. Please refer to the risk factors discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which can be found at the SEC’s website www.sec.gov. The discussion of these risks is specifically incorporated by reference into this news release. When considering forward-looking statements in this news release or that we make in other reports or statements, you should keep in mind the cautionary statements in this news release and future reports we file with the SEC. New risks and uncertainties arise from time to time, and we cannot predict when they may arise or how they may affect us. Any forward-looking statement in this news release speaks only as of the date on which it was made. Except as required by law, we assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. Media Contact Kyra Harbert Media@wingstop.com Investor Contact Sara Niehaus IR@wingstop.com

FAQ

What did Wingstop (WING) announce in its latest 8-K filing?

Wingstop announced board authorization for up to an additional $300 million in common stock repurchases. This expands its existing buyback program, which has already deployed nearly $700 million since August 2023 to retire about 2.6 million shares.

How much has Wingstop spent on share repurchases so far?

Wingstop has invested nearly $700 million in share repurchases since the program began in August 2023. These repurchases have reduced its share count by approximately 2.6 million shares, including just over 1.2 million shares bought back during 2025.

How large is Wingstop’s new share repurchase authorization and what remains?

The board approved up to an additional $300 million of repurchases. Before this increase, Wingstop had about $53.4 million remaining under its existing authorization, giving the company substantially more flexibility to continue buying back shares over time if conditions are favorable.

How will Wingstop fund its expanded share repurchase program?

Wingstop expects to fund buybacks with existing cash and cash equivalents and anticipated cash flow from operations. The news release also notes plans around a $250 million accelerated share repurchase as part of executing the overall repurchase strategy.

What methods can Wingstop use to repurchase its shares?

Wingstop may repurchase shares in the open market, through privately negotiated transactions, Rule 10b5-1 trading plans, or accelerated share repurchase agreements. All transactions will follow applicable securities laws, with timing and amounts determined at the company’s discretion.

Is Wingstop required to repurchase the full $300 million of stock?

No. The repurchase program is purely discretionary and does not obligate Wingstop to buy any specific amount of stock or repurchase on a set schedule. The company may modify, suspend, or terminate the authorization at any time based on conditions.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 8.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB