Wingstop (WING) COO reports RSU vesting and automatic tax share disposals

Rhea-AI Filing Summary

Wingstop Inc. executive Raj Kapoor, SVP and Chief Operating Officer, reported equity award activity involving performance-based restricted stock units (RSUs) and related tax withholding.

On May 1, 2023, he was granted performance-based RSUs that vest based on Wingstop’s performance for the three-year period ended December 27, 2025. Footnotes state the performance criteria were met at the maximum level, resulting in the vesting of 3,965 performance-based RSUs per grant, with RSUs converting into common stock on a one-for-one basis.

On March 4, 2026, Form 4 shows two exercises/conversions of RSUs into common stock and two related “F” transactions where 2,404 and 2,946 shares were withheld at $239.34 per share to cover tax liabilities. The footnotes clarify these tax-withholding dispositions occurred automatically upon vesting and did not involve an investment decision by Kapoor.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Kapoor Raj

Role SVP, Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.01 per share	3,965	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	2,404	$239.34	$575K
Exercise	Common Stock, par value $0.01 per share	3,965	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	2,946	$239.34	$705K

Holdings After Transaction: Common Stock, par value $0.01 per share — 4,482 shares (Direct)

Footnotes (1)

1. On May 1, 2023, the Reporting Person was granted 1,586 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 3,965 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. On May 1, 2023, the Reporting Person was granted 1,586 performance-based RSUs pursuant to an offer letter dated March 15, 2023. 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 3,965 performance-based RSUs.

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^*

Kapoor Raj

(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 Operating Officer

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		3,965(1)	A	$0(2)	4,482	D
Common Stock, par value $0.01 per share	03/04/2026		F		2,404(3)	D	$239.34	2,078	D
Common Stock, par value $0.01 per share	03/04/2026		M		3,965(4)	A	$0(2)	6,043	D
Common Stock, par value $0.01 per share	03/04/2026		F		2,946(3)	D	$239.34	3,097	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 May 1, 2023, the Reporting Person was granted 1,586 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 3,965 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.

4. On May 1, 2023, the Reporting Person was granted 1,586 performance-based RSUs pursuant to an offer letter dated March 15, 2023. 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 3,965 performance-based RSUs.

Remarks:

	/s/ Albert G. McGrath by Power of Attorney	03/06/2026
	** Signature of Reporting Person	Date
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