Were Raj Kapoor’s Wingstop share dispositions open-market sales?

No, the dispositions were not open-market sales. Wingstop withheld 278 shares at $160.73 per share automatically to pay tax liabilities from RSU vesting, and the footnotes state no investment decision was made by Kapoor for these tax-withholding transactions.

Wingstop (WING) COO nets shares after RSU vesting and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wingstop Inc. SVP and Chief Operating Officer Raj Kapoor reported routine equity compensation activity involving restricted stock units (RSUs). On May 1, 2026, RSUs granted on May 1, 2023 vested and converted into a total of 706 shares of common stock on a one-for-one basis at no cash cost to him.

The company automatically withheld 278 shares at $160.73 per share to cover tax liabilities tied to the RSU vesting, a tax-withholding disposition where no investment decision was made by Kapoor. After these transactions, he directly holds 3,945 shares of Wingstop common stock.

Insider Trade Summary

706 shares exercised/converted

Mixed 6 txns

Insider Kapoor Raj

Role SVP, Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	353	$0.00	--
Exercise	Restricted Stock Units	353	$0.00	--
Exercise	Common Stock, par value $0.01 per share	353	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	139	$160.73	$22K
Exercise	Common Stock, par value $0.01 per share	353	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	139	$160.73	$22K

Holdings After Transaction: Restricted Stock Units — 2,844 shares (Direct, null); Common Stock, par value $0.01 per share — 4,084 shares (Direct, null)

Footnotes (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 service-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 May 1, 2023 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. The RSUs were granted on May 1, 2023 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Plan as a sign-on award. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Key Figures

RSUs converted to common stock: 706 shares Shares withheld for taxes: 278 shares at $160.73 Direct common stock holdings: 3,945 shares +2 more

5 metrics

RSUs converted to common stock 706 shares RSUs converting into Wingstop common stock on May 1, 2026

Shares withheld for taxes 278 shares at $160.73 Automatic tax-withholding dispositions on May 1, 2026

Direct common stock holdings 3,945 shares Shares held directly by Raj Kapoor after transactions on May 1, 2026

RSU grant date May 1, 2023 Service-based RSUs granted under 2015 Omnibus Incentive Plan

RSU vesting schedule Three equal annual installments Vesting begins on first anniversary of May 1, 2023 grant date

Key Terms

Restricted stock units ("RSUs"), tax liabilities, 2015 Omnibus Incentive Plan, vest in three equal annual installments, +1 more

5 terms

Restricted stock units ("RSUs") financial

"Restricted stock units ("RSUs") convert into common stock on a one-for-one basis."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax liabilities financial

"Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting"

2015 Omnibus Incentive Plan financial

"The RSUs were granted on May 1, 2023 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Plan."

vest in three equal annual installments financial

"The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date."

withheld for the payment of tax liabilities financial

"Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting"

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 05:28 PM

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

TEXAS

75204

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/01/2026		M		353	A	$0⁽¹⁾	4,084	D
Common Stock, par value $0.01 per share	05/01/2026		F		139⁽²⁾	D	$160.73	3,945	D
Common Stock, par value $0.01 per share	05/01/2026		M		353	A	$0⁽¹⁾	4,298	D
Common Stock, par value $0.01 per share	05/01/2026		F		139⁽²⁾	D	$160.73	4,159	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/01/2026		M			353	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	353	$0	2,844	D
Restricted Stock Units	⁽¹⁾	05/01/2026		M			353	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	353	$0	2,491	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 service-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 May 1, 2023 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.

4. The RSUs were granted on May 1, 2023 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Plan as a sign-on award. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Alex R. Kaleida by Power of Attorney	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Wingstop (WING) SVP & COO Raj Kapoor report on this Form 4?

Raj Kapoor reported RSU vesting and related share movements. On May 1, 2026, 706 RSUs converted into common stock and 278 shares were withheld to cover tax liabilities, leaving him with 3,945 directly held Wingstop shares.

How many Wingstop shares did Raj Kapoor acquire through RSU conversion?

Kapoor acquired 706 Wingstop common shares through RSU conversion. These restricted stock units converted into common stock on a one-for-one basis as they vested under prior grants made on May 1, 2023 pursuant to Wingstop’s 2015 Omnibus Incentive Plan.

How many Wingstop shares does Raj Kapoor hold after these transactions?

Following the May 1, 2026 RSU vesting and tax-withholding entries, Raj Kapoor directly holds 3,945 shares of Wingstop common stock. The Form 4 indicates these shares are owned directly, separate from remaining unvested RSU awards under the incentive plan.

What are the key terms of Raj Kapoor’s Wingstop RSU awards?

Kapoor’s RSUs were granted on May 1, 2023 under the Wingstop Inc. 2015 Omnibus Incentive Plan. According to the footnotes, these RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, and convert into common stock one-for-one upon vesting.