Wingstop (WING) exec RSUs vest at max level with tax share withholding

Rhea-AI Filing Summary

Wingstop Inc. executive Donnie Upshaw, Chief Brand & People Officer, had 6,418 performance-based restricted stock units vest and convert into common stock after the company met performance criteria at the maximum level for the three-year period ended December 27, 2025.

On the same date, 1,987 shares were automatically withheld to cover tax liabilities related to this vesting, a disposition characterized as tax withholding with no investment decision by Upshaw. Following these transactions, he directly owned 16,048 shares of Wingstop common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Upshaw Donnie

Role Chief Brand & People Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.01 per share	6,418	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	1,987	$239.34	$476K

Holdings After Transaction: Common Stock, par value $0.01 per share — 18,035 shares (Direct)

Footnotes (1)

1. On March 9, 2023, the Reporting Person was granted 2,567 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 6,418 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
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^*

Upshaw Donnie

(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)
	Chief Brand & People 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		6,418(1)	A	$0(2)	18,035	D
Common Stock, par value $0.01 per share	03/04/2026		F		1,987(3)	D	$239.34	16,048	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 2,567 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 6,418 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) executive Donnie Upshaw report on this Form 4?

Donnie Upshaw reported the vesting and conversion of 6,418 performance-based RSUs into Wingstop common stock. The filing also shows an automatic share withholding for taxes tied to this vesting, leaving him with 16,048 directly owned shares.

How many Wingstop (WING) RSUs vested for Donnie Upshaw and why?

A total of 6,418 performance-based RSUs vested for Donnie Upshaw because Wingstop met its performance criteria at the maximum level for a three-year period ending December 27, 2025. These RSUs converted into common stock on a one-for-one basis.

What was the purpose of the 1,987 Wingstop (WING) shares disposed in this filing?

The 1,987 Wingstop shares were withheld automatically to satisfy tax liabilities arising from the RSU vesting. This tax-withholding disposition did not involve an investment decision by Donnie Upshaw and was triggered as part of the equity award settlement process.

How many Wingstop (WING) shares does Donnie Upshaw own after these transactions?

After the RSU vesting and related tax withholding, Donnie Upshaw directly owns 16,048 shares of Wingstop common stock. This reflects the net position following conversion of 6,418 RSUs and the automatic withholding of 1,987 shares for taxes.

What were the original terms of Donnie Upshaw’s Wingstop (WING) performance RSU grant?

On March 9, 2023, Donnie Upshaw was granted 2,567 performance-based RSUs under Wingstop’s 2015 Omnibus Incentive Compensation Plan. The award could vest up to 250% of target based on performance over three years, leading to 6,418 units vesting at maximum performance.