Upshaw Donnie 4

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).