Kapoor Raj 4

4 · Wingstop Inc. · Filed Mar 9, 2026

AI-generated summary of this filing

Updated Mar 10, 2026

Wingstop (WING) COO Raj Kapoor Receives RSU Award; Shares Withheld

What Happened

Raj Kapoor, Chief Operating Officer of Wingstop Inc. (WING), received a grant of 2,200 restricted stock units (RSUs on 2026-03-05) and had 681 RSUs convert/exercise into common shares on 2026-03-06. Of the converted/vested shares, 268 shares were withheld to cover tax liabilities at $229.17 per share, totaling about $61,418.
These transactions are awards and vesting/conversion events rather than open-market purchases or discretionary sales. The withholding was an automatic tax payment and not an independent sale decision by the insider.

Key Details

Transaction dates/prices:
- 2026-03-05: Grant of 2,200 RSUs (code A) — $0 per share (award).
- 2026-03-06: Exercise/conversion of 681 derivative units into common shares (code M) — $0 per share (conversion of RSUs).
- 2026-03-06: 268 shares withheld for taxes (code F) at $229.17/share = $61,418 (automatic withholding).
Shares owned after the transactions: not specified in the filing.
Footnotes of note:
- RSUs convert one-for-one into common stock.
- Withholding of 268 shares occurred automatically to satisfy tax liabilities on vesting (no investment decision).
- The March 5, 2026 RSUs were granted under Wingstop’s 2024 Omnibus Incentive Plan and vest in three equal annual installments beginning on the first anniversary of the grant.
- A prior RSU grant (March 6, 2025) follows the same three-year vesting schedule and appears related to the conversion event.
Filing timeliness: Form 4 was filed on 2026-03-09 reporting transactions on 2026-03-05 and 03-06; this filing appears timely.

Context

These were compensation-related events (RSU grant and vesting) and a routine tax-withholding action, not an open-market sale or purchase. Share withholding to cover taxes is a common administrative action and does not necessarily indicate the insider’s market view.
For retail investors: awards and vesting show executive compensation and future potential dilution but are not the same signal as an insider buying or selling shares on the open market.

Form 4

Period: 2026-03-05

SVP, Chief Operating Officer

Transactions

Exercise/Conversion
Common Stock, par value $0.01 per share
[F1]
2026-03-06+681→ 3,778 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-03-06$229.17/sh−268$61,418→ 3,510 total
Award
Restricted Stock Units
[F1][F3]
2026-03-05+2,200→ 4,244 total
→ Common Stock, par value $0.01 per share (2,200 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-06−681→ 3,563 total
→ Common Stock, par value $0.01 per share (681 underlying)

Footnotes (4)

[F1]Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
[F2]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.
[F3]The RSUs were granted on March 5, 2026 pursuant to the Wingstop Inc. 2024 Omnibus Incentive Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.
[F4]The RSUs were granted on March 6, 2025 pursuant to the Wingstop Inc. 2024 Omnibus Incentive Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Signature

/s/ Albert G. McGrath by Power of Attorney|2026-03-09

1 file