Wingstop (WING) CEO sees RSUs vest, shares withheld to cover taxes

Rhea-AI Filing Summary

Wingstop Inc. President and CEO Michael Skipworth reported the vesting and settlement of performance-based restricted stock units into common stock. On March 4, 2026, 39,155 RSUs vested and were converted into common shares on a one-for-one basis after the company met maximum performance criteria for the three-year period ended December 27, 2025.

As part of this settlement, 14,902 shares of common stock were automatically withheld at a price of $239.34 per share to cover tax liabilities, a transaction coded as a tax-withholding disposition with no investment decision by Skipworth. Following these transactions, he directly owned 67,030 shares of Wingstop common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Skipworth Michael

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.01 per share	39,155	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	14,902	$239.34	$3.57M

Holdings After Transaction: Common Stock, par value $0.01 per share — 81,932 shares (Direct)

Footnotes (1)

1. On March 9, 2023, the Reporting Person was granted 15,662 performance-based restricted stock units ("RSUs") pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan. The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria for the three-year period ended December 27, 2025, with the number that would vest upon maximum performance equal to 250% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 39,155 performance-based RSUs RSUs convert into common stock on a one-for-one basis. 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.

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
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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^*

Skipworth Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		M		39,155(1)	A	$0(2)	81,932	D
Common Stock, par value $0.01 per share	03/04/2026		F		14,902(3)	D	$239.34	67,030	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

Explanation of Responses:

1. On March 9, 2023, the Reporting Person was granted 15,662 performance-based restricted stock units ("RSUs") pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan. The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria for the three-year period ended December 27, 2025, with the number that would vest upon maximum performance equal to 250% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 39,155 performance-based RSUs

2. RSUs convert into common stock on a one-for-one basis.

3. 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.

Remarks:

	/s/ Albert G. McGrath by Power of Attorney	03/06/2026
	** 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) CEO Michael Skipworth report in this Form 4?

Michael Skipworth reported vesting of performance-based RSUs that converted into common stock. A total of 39,155 RSUs vested after Wingstop met maximum performance criteria, and shares were issued and partially withheld to satisfy related tax obligations.

How many Wingstop RSUs vested for the CEO and over what performance period?

39,155 performance-based RSUs vested for the CEO. These units related to a grant that measured Wingstop’s performance over a three-year period ending December 27, 2025, with results achieved at the maximum performance level specified in the award.

How were the vested Wingstop RSUs settled for Michael Skipworth?

The vested Wingstop RSUs were settled in common stock on a one-for-one basis. Each RSU converted into one share of common stock, increasing Michael Skipworth’s direct share ownership before accounting for shares withheld to cover associated tax liabilities.

Why were some Wingstop shares disposed of in this Form 4 filing?

14,902 shares were withheld to cover tax liabilities triggered by the RSU vesting. This disposition, coded as a tax-withholding transaction, occurred automatically upon vesting, and the filing states no investment decision was made by Michael Skipworth for this withholding.

What is Michael Skipworth’s Wingstop share ownership after these transactions?

After the RSU vesting and tax-withholding transactions, Michael Skipworth directly held 67,030 shares of Wingstop common stock. This figure reflects his ownership following the automatic share withholding for taxes related to the conversion of vested RSUs into common shares.

At what price were Wingstop shares withheld for the CEO’s tax obligations?

Shares withheld for tax obligations were valued at $239.34 per share. A total of 14,902 common shares were automatically withheld at this price to satisfy Michael Skipworth’s tax liabilities resulting from the vesting and conversion of his performance-based RSUs.