Wingstop (WING) CEO receives RSU grant as shares withheld to cover taxes

Rhea-AI Filing Summary

Wingstop Inc. reported equity compensation activity for President and CEO Michael Skipworth. On March 5, 2026, he received a grant of 10,155 restricted stock units (RSUs) that vest in three equal annual installments under the Wingstop Inc. 2024 Omnibus Incentive Plan.

On March 6, 2026, 4,636 RSUs converted on a one-for-one basis into 4,636 shares of common stock at no exercise price. In connection with the vesting of performance-based RSUs, 1,825 shares of common stock were automatically withheld at $229.17 per share to cover tax liabilities, which the filing states did not involve an investment decision by Skipworth. After these transactions, he directly held 69,841 shares of common stock and 73,579 RSUs.

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^*

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)
03/05/2026

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		4,636	A	$0(1)	71,666	D
Common Stock, par value $0.01 per share	03/06/2026		F		1,825(2)	D	$229.17	69,841	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		10,155		(3)	(3)	Common Stock, par value $0.01 per share	10,155	$0	78,215	D
Restricted Stock Units	(1)	03/06/2026		M			4,636	(4)	(4)	Common Stock, par value $0.01 per share	4,636	$0	73,579	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).
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FAQ

What equity awards did Wingstop (WING) CEO Michael Skipworth receive in this Form 4?

Michael Skipworth received a grant of 10,155 restricted stock units (RSUs) on March 5, 2026. The RSUs were granted under the Wingstop Inc. 2024 Omnibus Incentive Plan and will vest in three equal annual installments starting on the first anniversary of the grant date.

How did the RSUs reported for Wingstop (WING) convert into common stock?

On March 6, 2026, 4,636 RSUs converted into 4,636 shares of Wingstop common stock on a one-for-one basis at an exercise price of $0.00. This reflects the standard RSU settlement mechanism described in the filing’s footnotes.

Were any Wingstop (WING) shares sold by CEO Michael Skipworth in this Form 4?

The filing reports a disposition of 1,825 shares coded "F" at $229.17 per share, which were withheld to pay tax liabilities on vested performance-based RSUs. The footnote explains this withholding occurred automatically and did not involve an investment decision by Skipworth.

What are Michael Skipworth’s Wingstop (WING) holdings after these transactions?

Following the reported transactions, Michael Skipworth directly held 69,841 shares of Wingstop common stock. He also held 73,579 restricted stock units (RSUs), reflecting his ongoing equity-based compensation and remaining unvested awards under the company’s incentive plan.

How do the new RSUs for Wingstop (WING) CEO vest over time?

The 10,155 RSUs granted on March 5, 2026 vest in three equal annual installments, starting on the first anniversary of the grant date. This structure ties compensation to continued service and long-term performance under the 2024 Omnibus Incentive Plan.

What does transaction code "F" mean in the Wingstop (WING) CEO Form 4?

Transaction code "F" indicates a tax-withholding disposition, where shares are withheld to satisfy tax obligations on vested equity awards. For Wingstop, 1,825 shares were withheld automatically, with the filing stating no separate investment decision by Michael Skipworth.