Wingstop (WING) exec Upshaw exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Wingstop Inc. Chief Brand & People Officer Donnie Upshaw reported routine equity compensation activity involving restricted stock units (RSUs). On March 7 and March 9, 2026, RSUs converted one-for-one into a total of 937 shares of common stock at no exercise price, reflecting scheduled vesting from prior grants under the 2015 Omnibus Incentive Plan.

In connection with these vestings, 370 shares of common stock were automatically withheld at prices of $229.17 and $224.28 per share to cover tax liabilities, which the filing notes involved no investment decision by Upshaw. Following these transactions, he directly holds 17,046 shares of common stock and 1,591 RSUs, indicating a largely retained equity position.

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^*

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)
03/07/2026

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)	16,845	D
Common Stock, par value $0.01 per share	03/07/2026		F		145(2)	D	$229.17	16,700	D
Common Stock, par value $0.01 per share	03/09/2026		M		571	A	$0(1)	17,271	D
Common Stock, par value $0.01 per share	03/09/2026		F		225(2)	D	$224.28	17,046	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	2,162	D
Restricted Stock Units	(1)	03/09/2026		M			571	(4)	(4)	Common Stock, par value $0.01 per share	571	$0	1,591	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.

4. The RSUs were granted on March 9, 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.

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 transactions did Wingstop (WING) executive Donnie Upshaw report?

Donnie Upshaw reported RSU vesting and related share withholding. A total of 937 restricted stock units converted into common stock, and 370 shares were automatically withheld to satisfy tax obligations tied to these equity awards.

Did Wingstop (WING) executive Donnie Upshaw buy or sell shares on the open market?

The filing shows no open-market buys or sells. Shares were acquired through RSU vesting and some were automatically withheld to cover tax liabilities, a mechanical process not involving an active investment decision.

How many Wingstop (WING) shares does Donnie Upshaw hold after these Form 4 transactions?

After the reported transactions, Donnie Upshaw directly holds 17,046 shares of Wingstop common stock and 1,591 remaining restricted stock units, reflecting a continued significant equity stake in the company.

What prices were used for Wingstop (WING) share withholding in Donnie Upshaw’s Form 4?

For tax withholding related to RSU vesting, 145 shares were withheld at $229.17 per share and 225 shares at $224.28 per share. These prices reflect the fair market value used to satisfy tax obligations.

Were Donnie Upshaw’s Wingstop (WING) RSUs part of a long-term incentive plan?

Yes. The RSUs were granted under the Wingstop Inc. 2015 Omnibus Incentive Plan and vest in three equal annual installments starting on the first anniversary of their March 7, 2024 and March 9, 2023 grant dates.