WING Form 4: Donnie Upshaw RSU Vesting and Tax Withholding Disclosed

Rhea-AI Filing Summary

Wingstop Inc. (WING) Form 4 summary: Donnie Upshaw, SVP Corporate Restaurants & CPO, had 287 restricted stock units (RSUs) vest on 09/08/2025 that converted one-for-one into common shares. Upon vesting, 113 shares were withheld to satisfy tax withholding, recorded as a disposition at an average price of $304.78 per share. After these transactions, the reporting person beneficially owned 11,617 shares (direct) according to the filing; another line reports 11,643 shares before the withholding disposition. The RSUs were originally granted 09/08/2022 and vest in three equal annual installments. The form was signed under power of attorney on 09/10/2025.

Insights

Financial Analyst

TL;DR: Routine RSU vesting with automatic tax withholding; no material insider selling beyond tax-related disposition.

The filing documents the scheduled vesting of 287 RSUs that converted into common stock and the automatic withholding of 113 shares to cover tax obligations. The withholding was executed at a recorded price of $304.78 per share and is described as an automatic tax-related disposition, not an investment choice. The net change in beneficial ownership is small relative to typical institutional holdings and appears consistent with standard employee compensation mechanics. No derivative exercises or discretionary open-market sales are reported.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transactions are standard compensation events.

The Form 4 discloses a compensatory equity event (RSU vesting) and subsequent tax-withholding share disposition. The RSUs were granted under the 2015 Omnibus Incentive Compensation Plan and vest in three equal annual installments, consistent with typical retention-based grants. The filing was executed via power of attorney, and explanatory footnotes clarify the withholding and inclusion of 87 ESPP shares acquired earlier. Documentation meets routine reporting expectations for insider equity compensation.

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

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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)
	SVP Corp Restaurants & CPO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		M		287	A	$0(1)	11,643	D
Common Stock, par value $0.01 per share	09/08/2025		F		113(2)	D	$304.78	11,617(3)	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)	09/08/2025		M			287	(4)	(4)	Common Stock, par value $0.01 per share	287	$0	0	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. Includes 87 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan on June 26, 2025.

4. The RSUs were granted on September 8, 2022 pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation 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	09/10/2025
	** 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

What happened in the WING Form 4 filed by Donnie Upshaw?

The filing reports the vesting of 287 RSUs on 09/08/2025, conversion into common shares, and automatic withholding of 113 shares for taxes.

How many WING shares does Donnie Upshaw beneficially own after the transactions?

The filing reports beneficial ownership of 11,617 shares (direct) following the tax-withholding disposition.

At what price were the withheld shares recorded in the Form 4?

The withheld shares are recorded at an average price of $304.78 per share.

Were these transactions discretionary sales or automatic withholding?

The filing states the withholding of 113 shares occurred automatically upon vesting to satisfy tax liabilities, not as a discretionary sale by the reporting person.

When were the RSUs originally granted and what is their vesting schedule?

The RSUs were granted on 09/08/2022 under the 2015 Omnibus Incentive Compensation Plan and vest in three equal annual installments beginning on the first anniversary of the grant.