Upshaw Donnie 4
4 · Wingstop Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Wingstop C&B Officer Donnie Upshaw Receives RSUs, Sells Shares for Taxes
What Happened
Donnie Upshaw, Wingstop’s Chief Brand & People Officer, had 6,418 performance-based restricted stock units (RSUs convert 1:1) vest on March 4, 2026. The RSUs converted into 6,418 shares (transaction code M, exercise/conversion at $0.00). To satisfy tax withholding (transaction code F), 1,987 of those shares were withheld/disposed at $239.34 per share, a withholding value of approximately $475,569. Net shares delivered to the reporting person were 4,431 (6,418 vested − 1,987 withheld).
Key Details
- Transaction date: 2026-03-04; Filing date (Form 4): 2026-03-06 (timely).
- Vesting/conversion: 6,418 shares; conversion price reported $0.00 (RSUs).
- Tax withholding: 1,987 shares at $239.34 each = $475,569 (automatic withholding, code F).
- Net shares received by insider: 4,431.
- Footnotes: Grant originally awarded on March 9, 2023 as 2,567 target performance RSUs; performance metrics met at maximum (250% of target), resulting in 6,418 vested RSUs. RSUs convert one-for-one to common stock. Withholding was automatic; no separate investment decision.
- Shares owned after the transaction: not specified in the provided excerpt.
Context
- These were performance RSUs that vested (not an open-market purchase). RSUs convert into shares on vesting; withholding to cover taxes is routine and commonly handled by the company.
- Transaction codes: M = exercise/conversion of derivative (here, RSU conversion); F = payment of exercise price or tax liability (here, share withholding).
- For retail investors: this is an internal compensation/vesting event rather than a directional trade by the insider; the only cash value reported is the tax withholding (~$475.6K).
Insider Transaction Report
Form 4
Wingstop Inc.WING
Upshaw Donnie
Chief Brand & People Officer
Transactions
- Exercise/Conversion
Common Stock, par value $0.01 per share
[F1][F2]2026-03-04+6,418→ 18,035 total - Tax Payment
Common Stock, par value $0.01 per share
[F3]2026-03-04$239.34/sh−1,987$475,569→ 16,048 total
Footnotes (3)
- [F1]On March 9, 2023, the Reporting Person was granted 2,567 performance-based restricted stock units ("RSUs") pursuant to the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan . The performance-based RSUs vest based on the Issuer's satisfaction of certain performance criteria for the three-year period ended December 27, 2025, with the number that would vest upon maximum performance equal to 250% of the target number specified in the grant. The performance criteria were met at the maximum performance level, resulting in the vesting of 6,418 performance-based RSUs.
- [F2]RSUs convert into common stock on a one-for-one basis.
- [F3]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.
Signature
/s/ Albert G. McGrath by Power of Attorney|2026-03-06