Kapoor Raj 4

What Happened

• Raj Kapoor, Chief Operating Officer of Wingstop Inc. (WING), had performance-based restricted stock units (RSUs) convert into common stock and shares were withheld to cover tax liabilities. Two separate conversions of 3,965 RSUs each occurred on March 4, 2026 (total 7,930 shares acquired at $0 per share on conversion).
• To satisfy tax withholding, 2,404 shares were disposed at $239.34 each (proceeds reported $575,373) and 2,946 shares were disposed at $239.34 each (proceeds reported $705,096), for total withholding proceeds of $1,280,469. After withholding, Kapoor retained a net of 2,580 shares from the vesting.

Key Details

• Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (timely filing).
• Conversion entries: two “M” (exercise/conversion of derivative) events of 3,965 shares each (RSUs converting 1-for-1 to common stock).
• Withholding entries: two “F” (payment of exercise price/tax liability) events — 2,404 and 2,946 shares at $239.34 each.
• Net shares retained from these vested RSUs: 7,930 acquired − 5,350 withheld = 2,580 shares.
• Footnotes indicate the RSUs were performance-based grants (granted May 1, 2023) that vested at the maximum performance level (250% of target); withholding was automatic and described as not an investment decision by the reporting person.

Context

• These transactions represent RSU vesting and automatic tax withholding (a cashless-type settlement), not an open-market sale driven by a discretionary decision; such withholding is routine following vesting.
• The filing shows no separate open-market sale or purchase decision by the insider; purchases are generally more informative of bullish sentiment, while automatic withholding is neutral from a sentiment standpoint.