Upshaw Donnie 4

What Happened

• Donnie Upshaw, Wingstop’s Chief Brand & People Officer, received RSU awards and had a portion of vested RSUs converted to common stock with shares withheld for taxes. The filing shows a grant of 1,523 RSUs on 2026-03-05 (award, derivative). Separately, 681 RSUs converted/vested on 2026-03-06 (exercise/conversion), and 250 of the vested shares were withheld to cover tax liabilities at $229.17 per share, totaling approximately $57,293. RSUs convert one-for-one into common stock (no purchase price).

Key Details

• Transaction dates: Grant on 2026-03-05; conversions/settlement on 2026-03-06; Form 4 filed 2026-03-09 (timely).
• Prices/values: RSUs granted/converted at $0 (derivative awards). Tax withholding: 250 shares × $229.17 = ~$57,293.
• Net effect of the March 6 conversion: 681 RSUs converted to common stock, 250 shares withheld for taxes, leaving roughly 431 net shares issued to Upshaw from that conversion.
• Shares owned after the transactions: Not disclosed in this Form 4.
• Notable footnotes: RSUs convert one-for-one into common stock (F1); the 250-share withholding was an automatic tax withholding upon vesting (F2); the 1,523 RSUs were granted under the 2024 Omnibus Incentive Plan and vest in three equal annual installments (F3); the converted 681 shares relate to RSUs granted 2026-03-06 or 2025-03-06 per footnotes (F3–F4).

Context

• These transactions are routine RSU vesting and tax-withholding events (a form of cashless settlement). The withholding of shares to cover taxes is administrative and, per the filing, occurred automatically with no separate investment decision by the reporting person. Such award/withholding activity is different from an open-market sale or a discretionary purchase and does not by itself indicate a change in insider sentiment.