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Wingstop (WING) COO reports RSU grant, conversion and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wingstop Inc. SVP and Chief Operating Officer Raj Kapoor reported equity compensation activity and related tax withholding. On March 5, 2026, he received a grant of 2,200 restricted stock units (RSUs) under the Wingstop Inc. 2024 Omnibus Incentive Plan. These RSUs vest in three equal annual installments beginning on the first anniversary of the grant date and convert into common stock on a one-for-one basis.

On March 6, 2026, 681 RSUs were converted into 681 shares of common stock, and 268 shares of common stock were withheld at $229.17 per share to cover tax liabilities in connection with vesting, an automatic transaction with no investment decision by Kapoor. Following these transactions, he directly held 3,510 shares of common stock and 3,563 RSUs.

Positive

  • None.

Negative

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Insider Kapoor Raj
Role SVP, Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 681 $0.00 --
Exercise Common Stock, par value $0.01 per share 681 $0.00 --
Tax Withholding Common Stock, par value $0.01 per share 268 $229.17 $61K
Grant/Award Restricted Stock Units 2,200 $0.00 --
Holdings After Transaction: Restricted Stock Units — 3,563 shares (Direct); Common Stock, par value $0.01 per share — 3,778 shares (Direct)
Footnotes (1)
  1. Restricted stock units ("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. 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. 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.
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
Estimated average burden
hours per response: 0.5
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)
03/05/2026
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) 3,778 D
Common Stock, par value $0.01 per share 03/06/2026 F 268(2) D $229.17 3,510 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 2,200 (3) (3) Common Stock, par value $0.01 per share 2,200 $0 4,244 D
Restricted Stock Units (1) 03/06/2026 M 681 (4) (4) Common Stock, par value $0.01 per share 681 $0 3,563 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.
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