Upshaw Donnie 4

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.