[Form 4] Wingstop Inc Insider Trading Activity

Rhea-AI Filing Summary

Wingstop Inc. (WING) – Insider Form 4 (filed 01-Aug-2025): SVP & CFO Alex Kaleida reported a combination exercise-and-sale transaction.

• Option exercise: 719 options (grant 02-Mar-2022, strike adjusted to $140.94 after special dividends) were exercised for an equal number of common shares.
• Open-market sales: 5,400 shares sold in three tranches at weighted-average prices of $374.38, $376.17 and $377.58.
• Post-trade holdings: Direct ownership declines to 8,362 shares, down from 13,675 (≈-39%). 1,438 options remain outstanding under the 2015 Omnibus Incentive Plan.

No other derivative activity or Rule 10b5-1 plan disclosure was indicated. The filing signals sizeable insider profit-taking at record share levels but retains a meaningful equity stake.

Positive

• CFO retains 8,362 shares and 1,438 unexercised options, preserving equity alignment with shareholders.
• Option strike adjustment illustrates shareholder-friendly dividend-protection mechanism.

Negative

• Sale of 5,400 shares (≈39 % of prior holdings) by the CFO may be viewed as bearish insider signal.
• No Rule 10b5-1 plan indicated, suggesting discretionary timing that could raise questions on outlook.

Insights

Equity Research Analyst

TL;DR – CFO sold ~40 % of direct stake after exercising options; modest negative signal.

The CFO crystallised gains of roughly $2 million (5,400 × ≈$376) while paying $0.1 million to exercise 719 options. Insider selling at >2.6× strike price may hint at limited near-term upside, though she still holds >8 k shares and 1.4 k options, keeping some alignment. No evidence of a preset 10b5-1 plan, so trades appear discretionary. Given Wingstop’s momentum, partial de-risking is understandable but could weigh on sentiment.

Corporate Governance Specialist

TL;DR – Transaction is routine but size is notable; governance risk low.

The option strike reduction reflects standard dividend-protection mechanics, and vesting terms stay unchanged. Exercising vested options and selling shares is permissible under company policy. Ownership after the sale (≈$3 m) maintains a material financial interest, mitigating alignment concerns. Lack of 10b5-1 box tick is a transparency gap but not a violation. Overall impact is modestly negative for optics, not for control or governance.

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^*

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)
08/01/2025

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	08/01/2025		M		719	A	$140.94	13,675	D
Common Stock, par value $0.01 per share	08/01/2025		S		328	D	$374.3819	13,347	D
Common Stock, par value $0.01 per share	08/01/2025		S		4,975	D	$376.174(1)	8,372	D
Common Stock, par value $0.01 per share	08/01/2025		S		97	D	$377.5751	8,362(2)	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
Stock Options (Right to Buy)	$140.94(3)	08/01/2025		M			719	(4)	03/02/2032	Common Stock, par value $0.01 per share	719	$0	1,438	D

Explanation of Responses:

1. The shares were sold in multiple transactions at prices ranging from $376.129 to $376.418. The price reported above reflects the weighted-average price. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

2. Includes 87 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan on June 26, 2025.

3. The exercise price of this stock option was originally $144.94 per share but was reduced to $140.94 per share to reflect the impact of special dividends paid to our stockholders.

4. On March 2, 2022, the Reporting Person was granted an option to purchase 2,157 shares of common stock pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan. The option vests and becomes exercisable in three equal annual installments beginning on the first anniversary of the date of grant.

Remarks:

	/s/ Albert G. McGrath by Power of Attorney	08/01/2025
	** 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

How many Wingstop (WING) shares did the CFO sell on 01-Aug-2025?

Alex Kaleida sold 5,400 shares in three open-market transactions.

At what prices were the Wingstop shares sold?

Weighted-average sale prices were $374.38, $376.17 and $377.58 per share.

How many Wingstop shares does the CFO own after the transaction?

Direct ownership stands at 8,362 common shares plus 1,438 stock options remaining.

What was the exercise price of the options and why was it reduced?

The strike was $140.94, reduced from $144.94 to reflect special dividends paid to shareholders.

Does the filing mention a Rule 10b5-1 trading plan?

No—the Rule 10b5-1 checkbox was not marked, indicating discretionary trades.