UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 29~~September 11, 2025

WINGSTOP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-37425	47-3494862
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employer Identification No.)

2801 N Central Expressway
Suite 1600
Dallas, Texas		75204
(Address of principal executive offices)		(Zip Code)

(972) 686-6500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WING	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

~~Item~~If ~~2.02.~~an ~~Results~~emerging ofgrowth ~~Operations~~company, ~~and~~indicate ~~Financial~~by ~~Condition~~check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~The following information is furnished pursuant to~~ Item 25.02, ~~“Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition.”~~Officers; ~~Consequently,~~Election ~~it shall not be deemed “filed” for purposes~~ of ~~Section~~Directors; 18Appointment of ~~the~~Certain ~~Securities~~Officers; ~~Exchange~~Compensatory ~~Act~~Arrangements of ~~1934,~~Certain as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing. Officers

On ~~July 30~~September 11, 2025, ~~Wingstop~~the ~~Inc.~~Board of Directors (the “~~Company,~~Board”) ~~“we,”~~of ~~“our,”~~Wingstop orInc. (the “usCompany”) ~~issued~~and athe ~~press~~Compensation ~~release~~Committee ~~reporting~~of the ~~Company’s~~Board ~~financial~~approved ~~results~~a ~~for~~one-time ~~its~~retention ~~fiscal~~equity ~~second~~award ~~quarter~~under ~~ended~~the ~~June 28,~~Wingstop ~~2025~~Inc. A2024 ~~copy~~Omnibus ofIncentive ~~the~~Plan ~~press~~to ~~release~~Michael isJ. ~~attached~~Skipworth, ~~hereto~~the asCompany’s ~~Exhibit~~President ~~99.1~~ and isChief ~~incorporated~~Executive byOfficer, ~~reference~~consisting ~~herein~~of in45,505 ~~its~~performance-based ~~entirety.~~restricted ~~The~~stock ~~press~~units ~~release uses~~ (the ~~U.S. generally accepted accounting principles (~~“~~GAAP~~PSU Award”), ~~measures~~which ofhave ~~net~~a ~~income~~grant ~~and~~date ~~earnings~~value ~~per~~of ~~diluted~~$12.5 ~~share~~million, and ~~the~~45,505 ~~following non~~service-~~GAAP~~based ~~financial~~restricted ~~measures:~~stock ~~EBITDA,~~units ~~Adjusted~~(the ~~EBITDA,~~“RSU ~~Adjusted net income and Adjusted earnings per diluted share. A discussion of these non-GAAP financial measures~~Award”), ~~including~~which have a ~~discussion~~grant ofdate ~~the~~value ~~usefulness and purpose~~ of ~~each~~$12.5 ~~measure, is included below~~million.

~~EBITDA~~The ~~and~~PSU ~~Adjusted~~Award ~~EBITDA.~~consists ~~EBITDA~~of ~~and~~performance-based ~~Adjusted~~restricted ~~EBITDA~~stock ~~are~~units ~~supplemental~~that ~~measures~~will ofbe ~~our~~eligible ~~performance~~to ~~that~~vest ~~are~~between ~~not~~0% ~~required~~and ~~by,~~100% orsubject ~~presented~~to inthe ~~accordance~~Company’s ~~with,~~achievement ~~GAAP.~~of ~~EBITDA~~system-wide ~~and~~sales ~~Adjusted~~targets ~~EBITDA~~during ~~are~~the ~~not~~12-month ~~measurements~~performance ofperiod ~~our~~commencing ~~financial~~on ~~performance~~the ~~under~~first ~~GAAP~~day ~~and~~of ~~should~~the ~~not~~Company’s befiscal ~~considered~~third asquarter ~~alternatives~~in to2029 ~~net~~and ~~income~~ending oron ~~any~~the ~~other~~last ~~performance~~day ~~measure~~of ~~derived~~the Company’s fiscal second quarter in ~~accordance~~2030. ~~with~~The ~~GAAP,~~PSU orAward asis ~~alternatives~~subject to ~~cash~~forfeiture ~~flows~~or ~~from~~acceleration ~~operating~~upon ~~activities~~certain asqualifying aevents ~~measure~~in accordance with the terms of ~~our~~the ~~liquidity.~~award agreement (the “PSU Award Agreement”).

WeThe ~~define~~RSU ~~“EBITDA”~~Award asconsists ~~net~~of income before interest expense, net, income tax expense (benefit), and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on nontime-~~recurring~~based ~~transactions,~~restricted ~~certain system implementation costs, and~~ stock~~-based~~ ~~compensation~~units ~~expense.~~that Wevest ~~present~~following ~~EBITDA~~a ~~and~~five-year ~~Adjusted~~period ~~EBITDA~~from ~~because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in~~ the ~~evaluation~~date of ~~companies in our industry~~grant. ~~Management~~The ~~believes~~RSU ~~that~~Award ~~investors’ understanding of our performance~~ is ~~enhanced~~subject byto ~~including~~forfeiture ~~these~~or ~~non-GAAP~~acceleration ~~financial~~upon ~~measures~~certain asqualifying aevents ~~reasonable~~in ~~basis~~accordance ~~for~~with ~~comparing~~the ~~our~~terms ~~ongoing results~~ of ~~operations.~~the ~~Many~~award ~~investors~~agreement ~~are interested in understanding~~ (the ~~performance~~“RSU ofAward our business by comparing our results from ongoing operations on a period-over-period basis and would ordinarily add back non-cash expenses such as depreciation and amortization, as well as items that are not part of normal day-to-day operations of our businessAgreement”).

~~Management~~The ~~uses~~PSU ~~EBITDA~~Award and ~~Adjusted~~RSU ~~EBITDA:~~Award are structured to retain Mr. Skipworth, incentivize future service to the Company, and further align his interests with those of the Company’s stockholders.

~~•as~~The aforegoing ~~measurement~~descriptions of ~~operating~~the ~~performance~~PSU ~~because~~Award weAgreement ~~believe~~and ~~they~~RSU ~~assist~~Award ~~management~~Agreement do not purport to be complete and are subject to, and qualified in ~~comparing~~their entirety by, the ~~operating~~full ~~performance~~text of ~~our~~the ~~restaurants~~PSU onAward aAgreement ~~consistent~~and ~~basis,~~RSU asAward ~~they~~Agreement ~~remove~~attached ~~the~~hereto ~~impact~~as ofExhibit ~~items~~10.1 ~~not~~and ~~directly~~Exhibit ~~resulting~~10.2, ~~from~~respectively, ~~our~~which ~~core~~agreements ~~operations;~~are incorporated herein by reference.

~~•for~~Item ~~planning~~9.01 ~~purposes,~~Financial ~~including~~Statements ~~the preparation of our internal annual operating budget~~ and ~~financial projections;~~ Exhibits.

~~•to~~(d) ~~evaluate the performance and effectiveness of our operational strategies;~~ Exhibits

•to evaluate our capacity to fund capital expenditures and expand our business; and



Exhibit Number						Description

10.1						Form of Performance-Based Restricted Stock Unit Agreement for Chief Executive Officer Grant
10.2						Form of Service-Based Restricted Stock Unit Agreement for Chief Executive Officer Grant
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

•to calculate incentive compensation payments for our employees, including assessing performance under our annual incentive compensation plan.

By providing these non-GAAP financial measures, together with a reconciliation to the most comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for, net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations include, but are not limited to, the following:

•such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•such measures do not reflect changes in, or cash requirements for, our working capital needs;

•such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•such measures do not reflect our tax expense or the cash requirements to pay our taxes;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

•other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these and other limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only as performance measures and supplementally. As noted in the press release attached hereto as Exhibit 99.1, Adjusted EBITDA includes adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on non-recurring transactions, certain system implementation costs, and stock-based compensation expense. We believe these adjustments are appropriate because the amounts recognized can vary significantly from period-to-period, do not directly relate to the ongoing operations of our restaurants, and complicate comparisons of our internal operating results and operating results of other restaurant companies over time.

Adjusted Net Income and Adjusted Earnings Per Diluted Share. Adjusted net income represents net income adjusted for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on non-recurring transactions, certain system implementation costs, and related tax adjustments that management believes are not indicative of the Company’s core operating results or business outlook over the long-term. Adjusted earnings per diluted share is defined as adjusted net income divided by weighted average diluted share count. Adjusted net income and adjusted earnings per diluted share are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per diluted share, as determined by GAAP. These measures have not been prepared in accordance with Article 11 of Regulation S-X promulgated under the Securities Act. Management believes adjusted net income and adjusted earnings per diluted share supplement GAAP measures and enable management to more effectively evaluate the Company’s performance period-over-period and relative to competitors.

We caution investors that amounts presented in accordance with our definitions may not be comparable to similar measures disclosed by our competitors because not all companies and analysts calculate certain non-GAAP measures in the same manner.

Item 8.01. Other Events

Quarterly Dividend

On July 29, 2025, the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.30 per share of common stock. The dividend is payable on September 5, 2025 to stockholders of record as of the close of business on August 15, 2025. The declaration of any future dividends is subject to the Board’s discretion.

Item 9.01. Financial Statements and Exhibits

(d)			Exhibits
99.1			Press release, dated July 30, 2025 (furnished pursuant to Item 2.02)
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Signatures

Wingstop Inc.

Date:

July 30, 2025

By:

/s/ Alex R. Kaleida

Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Wingstop Inc.

Date:

September 15, 2025

By:

/s/ Albert G. McGrath

Senior Vice President

Filing Compare · Wingstop Inc.