Wingstop (WING) executive Upshaw reports RSU grant, conversion and tax withholding

Rhea-AI Filing Summary

Wingstop Inc. executive Donnie Upshaw reported equity compensation activity and related tax withholding. On March 5, 2026, he received a grant of 1,523 restricted stock units (RSUs) under the Wingstop Inc. 2024 Omnibus Incentive Plan, which vest in three equal annual installments beginning on the first anniversary of the grant date.

On March 6, 2026, 681 RSUs were converted into 681 shares of common stock on a one-for-one basis. That same day, 250 common shares at $229.17 per share were withheld to cover tax liabilities in connection with the vesting of performance-based RSUs; this withholding occurred automatically and did not involve an investment decision by Upshaw. After these transactions, he directly held 16,479 shares of Wingstop common stock.

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

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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^*

Upshaw Donnie

(Last) (First) (Middle)

C/O WINGSTOP INC.

2801 N CENTRAL EXPRESSWAY, SUITE 1600

(Street)

DALLAS TX 75204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wingstop Inc. [ WING ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Brand & People Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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, par value $0.01 per share	03/06/2026		M		681	A	$0(1)	16,729	D
Common Stock, par value $0.01 per share	03/06/2026		F		250(2)	D	$229.17	16,479	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
Restricted Stock Units	(1)	03/05/2026		A		1,523		(3)	(3)	Common Stock, par value $0.01 per share	1,523	$0	3,209	D
Restricted Stock Units	(1)	03/06/2026		M			681	(4)	(4)	Common Stock, par value $0.01 per share	681	$0	2,528	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of performance-based RSUs. The withholding of these shares occurred automatically upon the vesting of the RSUs, and as such, no investment decision was made by the Reporting Person in connection with this transaction.

3. The RSUs were granted on March 5, 2026 pursuant to the Wingstop Inc. 2024 Omnibus Incentive Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

4. The RSUs were granted on March 6, 2025 pursuant to the Wingstop Inc. 2024 Omnibus Incentive Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Albert G. McGrath by Power of Attorney	03/09/2026
	** 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.

FAQ

What did Wingstop (WING) executive Donnie Upshaw report in this Form 4?

Donnie Upshaw reported an RSU grant, an RSU-to-share conversion, and tax-related share withholding. He received 1,523 RSUs, saw 681 RSUs convert into common stock, and had 250 shares withheld at $229.17 to satisfy tax obligations tied to vesting performance-based RSUs.

How many restricted stock units did Donnie Upshaw receive from Wingstop (WING)?

Upshaw received a grant of 1,523 restricted stock units (RSUs) on March 5, 2026. These RSUs were issued under Wingstop’s 2024 Omnibus Incentive Plan and vest in three equal annual installments, beginning on the first anniversary of the grant date, providing time-based equity compensation.

How do Donnie Upshaw’s Wingstop (WING) RSUs convert into common stock?

Upshaw’s restricted stock units convert into Wingstop common stock on a one-for-one basis. On March 6, 2026, 681 RSUs converted into 681 common shares, reflecting this direct conversion ratio as disclosed, and forming part of his overall equity-based compensation package from the company.

Why were 250 Wingstop (WING) shares disposed of in this filing?

The 250 shares were withheld to pay tax liabilities from vesting performance-based RSUs at $229.17 per share. The filing states this withholding occurred automatically upon vesting, meaning no discretionary investment decision was made by Upshaw in connection with that tax-related disposition.

How many Wingstop (WING) common shares does Donnie Upshaw hold after these transactions?

Following the March 6, 2026 transactions, Upshaw directly held 16,479 shares of Wingstop common stock. This figure reflects the RSU conversion into common stock and the automatic tax withholding of 250 shares associated with the vesting of performance-based restricted stock units.

What are the vesting terms for Donnie Upshaw’s new Wingstop (WING) RSU grant?

The 1,523 RSUs granted on March 5, 2026 vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, under the Wingstop Inc. 2024 Omnibus Incentive Plan, aligning Upshaw’s compensation with multi-year performance and retention incentives.