Wingstop (WING) COO nets RSU shares after automatic tax withholding

Rhea-AI Filing Summary

Wingstop Inc. senior vice president and chief operating officer Raj Kapoor reported routine equity compensation activity. On March 7, he exercised 366 restricted stock units (RSUs), which converted into 366 shares of common stock on a one-for-one basis. To cover tax liabilities tied to the vesting of performance-based RSUs, 145 of these shares were automatically withheld at a price of $229.17 per share, with no investment decision made by Kapoor. After these transactions, he directly holds 3,731 shares of Wingstop common stock.

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^*

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)
03/07/2026

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		366	A	$0(1)	3,876	D
Common Stock, par value $0.01 per share	03/07/2026		F		145(2)	D	$229.17	3,731	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			366	(3)	(3)	Common Stock, par value $0.01 per share	366	$0	3,197	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 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.

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 insider transaction did Wingstop (WING) COO Raj Kapoor report?

Raj Kapoor reported routine equity compensation activity, exercising 366 restricted stock units into common stock. As part of the same event, Wingstop automatically withheld 145 shares to pay tax liabilities tied to performance-based RSU vesting, leaving Kapoor with 3,731 directly held shares.

How many Wingstop (WING) RSUs vested for Raj Kapoor and at what ratio?

A total of 366 restricted stock units vested for Raj Kapoor, converting into Wingstop common stock on a one-for-one basis. These RSUs were granted on March 7, 2024 under the 2015 Omnibus Incentive Plan and vest in three equal annual installments beginning on the first anniversary.

Why were 145 Wingstop (WING) shares withheld in Raj Kapoor’s Form 4 filing?

The 145 shares were withheld automatically to pay tax liabilities associated with the vesting of performance-based RSUs. This tax-withholding disposition occurred without any investment decision by Raj Kapoor and is a standard mechanism rather than an open-market sale of Wingstop shares.

How many Wingstop (WING) shares does Raj Kapoor own after these transactions?

Following the RSU vesting and related tax withholding, Raj Kapoor directly holds 3,731 shares of Wingstop common stock. This figure reflects the net result after 366 RSUs converted into shares and 145 shares were withheld automatically to satisfy associated tax obligations.

Were Raj Kapoor’s Wingstop (WING) transactions open-market buys or sells?

No, the reported Wingstop transactions were not open-market buys or sells. They reflect an RSU conversion into common stock and an automatic share withholding for taxes. The Form 4 specifies no investment decision was made regarding the tax-withholding disposition of 145 shares.