Wingstop (WING) CFO exercises RSUs while automatic tax withholding trims net shares

Rhea-AI Filing Summary

Wingstop Inc. SVP and Chief Financial Officer Alex Kaleida reported routine equity compensation activity. On March 7 and March 9, 2026, Kaleida exercised restricted stock units, converting a total of 1,009 RSUs into the same number of Wingstop common shares at a conversion price of $0.00 per share.

To cover tax obligations upon vesting, Wingstop automatically withheld 398 shares of common stock, valued at $229.17 and $224.28 per share in the respective transactions, as described in the footnotes. After these transactions, Kaleida directly holds 13,843 shares of Wingstop common stock, and the filing notes that the tax-related withholdings did not involve any investment decision by the executive.

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^*

Kaleida Alex

(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)
	SVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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	03/07/2026		M		438	A	$0(1)	13,670	D
Common Stock, par value $0.01 per share	03/07/2026		F		173(2)	D	$229.17	13,497	D
Common Stock, par value $0.01 per share	03/09/2026		M		571	A	$0(1)	14,068	D
Common Stock, par value $0.01 per share	03/09/2026		F		225(2)	D	$224.28	13,843	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)	03/07/2026		M			438	(3)	(3)	Common Stock, par value $0.01 per share	438	$0	2,781	D
Restricted Stock Units	(1)	03/09/2026		M			571	(4)	(4)	Common Stock, par value $0.01 per share	571	$0	2,210	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock of 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 7, 2024 pursuant to the Wingstop Inc. 2015 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 9, 2023 pursuant to the Wingstop Inc. 2015 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	03/10/2026
	** 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 did Wingstop (WING) CFO Alex Kaleida report in this Form 4?

Alex Kaleida reported equity compensation activity, not open-market trades. He exercised restricted stock units into common shares on March 7 and March 9, 2026, with a portion of the resulting shares automatically withheld to satisfy tax obligations tied to the RSU vesting.

How many Wingstop shares did the CFO acquire through RSU exercises?

Kaleida acquired 1,009 Wingstop common shares by exercising restricted stock units. These came from two RSU conversions of 571 and 438 units, each converting into common stock on a one-for-one basis, as described in the Form 4 footnotes.

How many Wingstop shares were withheld for taxes in this filing?

A total of 398 Wingstop shares were withheld for tax liabilities. The company automatically withheld 173 shares at $229.17 and 225 shares at $224.28 per share when performance-based RSUs vested, with no investment decision made by the CFO.

What is Alex Kaleida’s Wingstop shareholding after these transactions?

Following the reported transactions, Kaleida directly owns 13,843 shares of Wingstop common stock. This figure reflects the RSU conversions into common shares minus the shares automatically withheld by the company to cover associated tax obligations on the RSU vesting events.

Were Kaleida’s Wingstop transactions open-market stock sales or purchases?

No, the activity reflects RSU vesting, exercises, and tax withholding, not open-market trades. The Form 4 classifies the main actions as derivative exercises and tax-withholding dispositions, with the footnotes emphasizing that the tax-related share withholdings occurred automatically.

What do the Form 4 footnotes reveal about Wingstop CFO’s RSUs?

The footnotes state the RSUs convert to common stock one-for-one and were granted under the Wingstop Inc. 2015 Omnibus Incentive Plan. They also explain that tax-withholding share dispositions occurred automatically upon RSU vesting, without any separate investment decision by the reporting person.