Upshaw Donnie 4

4 · Wingstop Inc. · Filed Mar 10, 2026

AI-generated summary of this filing

Updated Mar 11, 2026

Wingstop (WING) Chief Brand & People Officer Donnie Upshaw Receives RSU Shares

What Happened

Donnie Upshaw, Wingstop’s Chief Brand & People Officer, had RSUs convert into common stock on March 7 and March 9, 2026. A total of 937 RSUs vested (366 on Mar 7; 571 on Mar 9) and converted to shares at $0.00. To cover tax withholding, 145 shares (Mar 7) and 225 shares (Mar 9) were withheld and disposed, generating cash of $33,230 and $50,463 respectively (total ≈ $83,693). Net shares issued to Upshaw after withholding: 567 shares.
This was a vesting/conversion of RSU awards (routine compensation), not an open-market purchase or a discretionary sale.

Key Details

Transaction types/codes: M = conversion/exercise of derivative (RSU conversion); F = shares withheld to cover tax liabilities.
Dates and prices:
- 2026-03-07: 366 shares acquired at $0.00; 145 shares withheld at $229.17 for $33,230.
- 2026-03-09: 571 shares acquired at $0.00; 225 shares withheld at $224.28 for $50,463.
Net effect: 937 RSUs vested → 370 shares withheld for taxes → 567 net shares received by Upshaw.
Shares owned after the transaction: Not reported in the Form 4 filing.
Filing date: 2026-03-10 (filed timely relative to the reported transactions).
Footnotes of note:
- F1/F3/F4: These were RSUs granted under the 2015 Omnibus Incentive Plan (grants on Mar 7, 2024 and Mar 9, 2023) that vest one-for-one and in three equal annual installments starting on the first anniversary of the grant.
- F2: The withholding was automatic to cover tax liabilities for performance-based RSUs; no investment decision was made by the reporting person in connection with the withholding.

Context

This is a routine vesting of restricted stock units (compensation), not an indicator of a buy or sell decision by the insider. The RSUs converted at $0.00 (typical for RSU vesting), and the withheld shares represent an automatic tax-withholding mechanism rather than a voluntary sale.

Form 4

Period: 2026-03-07

Chief Brand & People Officer

Transactions

Exercise/Conversion
Common Stock, par value $0.01 per share
[F1]
2026-03-07+366→ 16,845 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-03-07$229.17/sh−145$33,230→ 16,700 total
Exercise/Conversion
Common Stock, par value $0.01 per share
[F1]
2026-03-09+571→ 17,271 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-03-09$224.28/sh−225$50,463→ 17,046 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-03-07−366→ 2,162 total
→ Common Stock, par value $0.01 per share (366 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-09−571→ 1,591 total
→ Common Stock, par value $0.01 per share (571 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 7, 2024 pursuant to the Wingstop Inc. 2015 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 9, 2023 pursuant to the Wingstop Inc. 2015 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|2026-03-10

1 file