What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 96 added, 52 removed, 287 unchanged (34% of the section changed)

36 unchanged sentences

100,000,000 shares authorized;

27,232,479 and 27,540,619 shares issued and outstanding as of March 28, 2026 and December 27, 2025, respectively

27,240,351 and 27,540,619 shares issued and outstanding as of June 27, 2026 and December 27, 2025, respectively

Additional paid-in-capital 2,409 1,529

8 unchanged sentences

(amounts in thousands, except per share data)

Thirteen Weeks Ended

2026 March 29,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2026 June 28,

2025 June 27,

2026 June 28,

Royalty revenue, franchise fees and other $ 86,844 $ 79,889 $ 174,314 $ 158,664

28 unchanged sentences

Consolidated Statements of Stockholders' Deficit

For the Thirteen Weeks Ended March 28, 2026 and March 29, 2025

For the Twenty-Six Weeks Ended June 27, 2026

(amounts in thousands, except share data)

10 unchanged sentences

Balance at March 28, 2026 27,232,479 272 213 ( 804,285 ) 4,628 ( 799,172 )

Net income — — — 31,288 — 31,288

Shares issued under stock plans 8,628 — 354 — — 354

Tax payments for restricted stock upon vesting ( 756 ) — — ( 84 ) — ( 84 )

Stock-based compensation expense, net of forfeitures — — 3,893 — — 3,893

Dividends declared on common stock and equivalents — — ( 2,051 ) ( 6,165 ) — ( 8,216 )

Currency translation adjustment — — — — ( 1,050 ) ( 1,050 )

Balance at June 27, 2026 27,240,351 272 2,409 ( 779,246 ) 3,578 ( 772,987 )

WINGSTOP INC.

AND SUBSIDIARIES

Consolidated Statements of Stockholders' Deficit

For the Twenty-Six Weeks Ended June 28, 2025

(amounts in thousands, except share data)

Shares Amount Additional

10 unchanged sentences

Balance at March 29, 2025 27,902,888 279 1,291 ( 719,310 ) 2,758 ( 714,982 )

Net income — — — 26,763 — 26,763

Shares issued under stock plans 28,298 — 855 — — 855

Tax payments for restricted stock upon vesting ( 7,433 ) — — ( 2,002 ) — ( 2,002 )

Stock-based compensation expense, net of forfeitures — — 6,217 — — 6,217

Dividends declared on common stock and equivalents — — ( 4,572 ) ( 3,008 ) — ( 7,580 )

Currency translation adjustment — — — — 4,731 4,731

Balance at June 28, 2025 27,923,753 $ 279 $ 3,791 $ ( 697,557 ) $ 7,489 $ ( 685,998 )

See accompanying notes to consolidated financial statements.

3 unchanged sentences

(amounts in thousands)

Thirteen Weeks Ended

2026 March 29,

Twenty-Six Weeks Ended

2026 June 28,

Operating activities

18 unchanged sentences

Purchases of property and equipment ( 35,936 ) ( 22,381 )

Acquisition of restaurants from franchisee — ( 9,221 )

Proceeds from sales of assets — 17,330

3 unchanged sentences

Financing activities

Proceeds from exercise of stock options 354 855

Purchases of common stock ( 78,518 ) ( 120,772 )

14 unchanged sentences

Wingstop Inc., together with its consolidated subsidiaries (collectively, “Wingstop” or the “Company”), is in the business of franchising and operating Wingstop restaurants.

As of March 28, 2026, the Company had a total of 3,153 restaurants system-wide.

As of June 27, 2026, the Company had a total of 3,255 restaurants system-wide.

The Company’s restaurant base is approximately 98 % franchised, with 3,198 franchised locations (including 527 restaurants in international locations and U.S.

territories) and 57 company-owned restaurants as of March 28, 2026.

territories) and 57 company-owned restaurants as of June 27, 2026.

Basis of presentation.

1 unchanged sentence

Consequently, financial information and disclosures normally included in financial statements prepared annually in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted.

Balance sheet amounts are as of March 28, 2026 and December 27, 2025, and operating results are for the thirteen weeks ended March 28, 2026 and March 29, 2025.

Balance sheet amounts are as of June 27, 2026 and December 27, 2025, and operating results are for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025.

Certain reclassifications have been made to the financial statements and accompanying footnotes to conform to the Company’s current period presentation.

5 unchanged sentences

Cash, Cash Equivalents, and Restricted Cash.

Cash, cash equivalents, and restricted cash within the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows as of March 28, 2026 and December 27, 2025 were as follows (in thousands):

March 28, 2026 December 27, 2025

Cash, cash equivalents, and restricted cash within the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows as of June 27, 2026 and December 27, 2025 were as follows (in thousands):

June 27, 2026 December 27, 2025

Cash and cash equivalents $ 127,455 $ 196,572

13 unchanged sentences

Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):

Thirteen Weeks Ended

2026 March 29,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2026 June 28,

2025 June 27,

2026 June 28,

Basic weighted average shares outstanding 27,235 27,912 27,358 28,149

1 unchanged sentence

Diluted weighted average shares outstanding 27,252 27,997 27,425 28,255

For the thirteen weeks ended March 28, 2026 and March 29, 2025, equity awards representing approximately 98,000 and 8,000 shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

For the thirteen weeks ended June 27, 2026 and June 28, 2025, equity awards representing approximately 192,000 and 15,000 shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

For the twenty-six weeks ended June 27, 2026 and June 28, 2025, equity awards representing approximately 141,000 and 4,000 shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

(3) Stockholders’ Deficit

In connection with the Company’s regular dividend program, our Board of Directors declared a quarterly dividend of $ 0.30 per share of common stock in the first quarter of 2026.

Subsequent to the first quarter, on April 28, 2026, our Board of Directors declared a regular quarterly dividend of $ 0.30 per share of common stock for stockholders of record as of May 15, 2026.

The regular quarterly dividend is to be paid on June 5, 2026, totaling approximately $ 8.2 million.

In connection with the Company’s regular dividend program, our Board of Directors declared a quarterly dividend of $ 0.30 per share of common stock in the second quarter of 2026.

Subsequent to the second quarter, on July 28, 2026, our Board of Directors declared a regular quarterly dividend of $ 0.33 per share of common stock for stockholders of record as of August 15, 2026.

The regular quarterly dividend is to be paid on September 5, 2026, totaling approximately $ 9.0 million.

Share Repurchase Program

The following table summarizes shares repurchased and retired, and the average price per share, during the periods presented:

March 28, 2026 December 27, 2025

Weighted average price per share

# of shares Weighted average price per share

June 27, 2026 December 27, 2025

Weighted average price per share # of shares Weighted average price per share

2023 & 2024 ASR Agreements — $ — 317,202 $ 292.28

— $ — 317,202 $ 292.28

Share repurchases 374,324 208.08 901,191 243.81

374,324 208.08 901,191 243.81

Total share repurchases 374,324 $ 208.08 1,218,393 $ 256.43

5 unchanged sentences

The total number of shares repurchased under the ASR Agreement was based on a daily volume-weighted average share price during the valuation period specified in the ASR Agreement, less a discount and subject to adjustments.

During the thirteen weeks ended March 28, 2026, the Company repurchased and retired 374,324 shares of its common stock at an average price of $ 208.08 per share.

As of March 28, 2026, $ 313.4 million remained available under the Share Repurchase Program.

(4) Fair Value Measurements

Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or

During the twenty-six weeks ended June 27, 2026, the Company repurchased and retired 374,324 shares of its common stock at an average price of $ 208.08 per share.

As of June 27, 2026, $ 313.4 million remained available under the Share Repurchase Program.

WINGSTOP INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

(4) Fair Value Measurements

Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

7 unchanged sentences

Based on this valuation approach, the estimated fair value of the preference share investment was determined at $ 96.9 million.

The carrying value of the investment as of March 28, 2026 was $ 86.5 million, net of an allowance for credit losses of $ 5.1 million.

Fair value of debt and the investment in debt securities are determined on a non-recurring basis, which results are summarized as follows (in thousands):

March 28, 2026 December 27, 2025

The carrying value of the investment as of June 27, 2026 was $ 89.0 million, net of an allowance for credit losses of $ 5.0 million.

The carrying value and estimated fair value of debt and the investment in debt securities are summarized as follows (in thousands):

June 27, 2026 December 27, 2025

Fair Value Carrying

12 unchanged sentences

Refer to Note 9 for additional information regarding the Company’s investments.

The fair value of the assets and liabilities of the Company that are required to be measured at fair value on a recurring basis were not significant at June 27, 2026 or December 27, 2025.

The Company also measures certain non-financial assets (primarily long-lived assets, intangible assets, and goodwill) at fair value on a non-recurring basis in connection with its periodic evaluations of such assets for potential impairment.

5) Income Taxes

Income tax expense and the effective tax rate were $ 10.7 million and 26.3 %, respectively, for the thirteen weeks ended March 28, 2026, and $ 30.9 million and 25.1 %, respectively, for the thirteen weeks ended March 29, 2025.

Income tax expense and the effective tax rate were $ 13.4 million and 29.9 %, respectively, for the thirteen weeks ended June 27, 2026, and $ 10.0 million and 27.2 %, respectively, for the thirteen weeks ended June 28, 2025.

Income tax expense and the effective tax rate were $ 24.1 million and 28.2 %, respectively, for the twenty-six weeks ended June 27, 2026, and $ 40.9 million and 25.6 %, respectively, for the twenty-six weeks ended June 28, 2025.

T he increase in the effective tax rate was primarily due to an increase in state income taxes and other non-deductible items.

The decrease in total tax expense for the thirteen weeks ended March 28, 2026 is primarily related to the taxable gain on the sale of our non-controlling interest in LPH.

The decrease in total tax expense for the twenty-six weeks ended June 27, 2026 is primarily related to the taxable gain on the sale of our non-controlling interest in LPH during the first fiscal quarter of 2025.

WINGSTOP INC.

3 unchanged sentences

Long-term debt consisted of the following components (in thousands):

March 28, 2026 December 27, 2025

June 27, 2026 December 27, 2025

2020-1 Class A-2 Senior Secured Notes $ 472,800 $ 472,800

5 unchanged sentences

and consists of (i) Series 2020-1 2.84 % Fixed Rate Senior Secured Notes, Class A-2 (the “2020 Class A-2 Notes”), (ii) Series 2022-1 3.734 % Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Class A-2 Notes”), (iii) Series 2024-1 5.858 % Fixed Rate Senior Secured Notes, Class A-2 (the “2024 Class A-2 Notes”), and (iv) a revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which permits borrowings of up to a maximum principal amount of $ 300 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit.

No borrowings were outstanding under the Variable Funding Notes as of March 28, 2026 and December 27, 2025.

As of March 28, 2026, the Company’s leverage ratio under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes was less than 5.0 x.

No borrowings were outstanding under the Variable Funding Notes as of June 27, 2026 and December 27, 2025.

As of June 27, 2026, the Company’s leverage ratio under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes was less than 5.0 x.

Per the terms of the Company’s debt agreements, principal payments can be suspended at the borrower’s election until the repayment date, as long as the Company maintains a leverage ratio of less than 5.0 x.

Accordingly, the Company elected to suspend payments, and the entire outstanding balance of $ 1.2 billion of the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes has been classified as long-term debt as the repayment date is more than one year from March 28, 2026.

The 2020 Class A-2 Notes, 2022 Class A-2 Notes, and 2024 Class A-2 Notes were issued in securitization transactions and are guaranteed by certain limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company and secured by a security interest in substantially all of their assets, including certain domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, intellectual property, and vendor rebate contracts.

3 unchanged sentences

(8) Stock-Based Compensation

During the thirteen weeks ended March 28, 2026, the Company granted 38,984 restricted stock units (“RSUs”) to certain employees.

During the twenty-six weeks ended June 27, 2026, the Company granted 51,709 restricted stock units (“RSUs”) to certain employees.

The RSUs granted generally vest ratably over a three-year period subsequent to the grant date and had a weighted-average grant-date fair value of $ 210.89 per unit.

In addition, the Company granted 31,669 performance stock units (“PSUs”) to certain employees during the thirteen weeks ended March 28, 2026.

In addition, the Company granted 40,012 performance stock units (“PSUs”) to certain employees during the twenty-six weeks ended June 27, 2026.

Of the total PSUs granted, 27,358 PSUs are subject to a service condition and a performance vesting condition based on return on incremental invested capital (“ROIIC PSUs”).

The ROIIC PSUs are generally eligible to cliff-vest approximately three years from the grant date, and the maximum vesting percentage that could be realized for each of the ROIIC PSUs is 250 % based on the level of performance achieved for the awards.

The remaining 4,311 PSUs granted are subject to a service condition and a performance vesting condition based on the number of net new restaurants opened over the performance period (“NNR PSUs”).

An additional 4,311 PSUs granted are subject to a service condition and a performance vesting condition based on the number of net new restaurants opened over the performance period (“NNR PSUs”).

The NNR PSUs vest ratably over a three-year period, and the maximum vesting percentage that could be realized for each of the NNR PSUs is 100 % based on the level of performance achieved for the awards.

The PSUs had a weighted-average grant-date fair value of $ 236.34 per unit.

Total compensation cost for the PSUs is determined based on the most likely outcome of the performance condition and the number of awards expected to vest based on the outcome.

WINGSTOP INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Total compensation expense related to all share-based awards, net of forfeitures recognized, was $ 4.8 million and $ 5.3 million for the thirteen weeks ended March 28, 2026 and March 29, 2025, respectively, and was included in Selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Comprehensive Income.

The remaining 8,343 PSUs granted are subject to a service condition and performance vesting conditions based on the Company’s net new unit growth and Adjusted EBITDA growth, and include a same-store sales growth modifier, over a three-year performance period (“Growth PSUs”).

The Growth PSUs are generally eligible to cliff-vest approximately three years from the grant date, and the maximum vesting percentage that could be realized for each of the Growth PSUs is 200 % based on the level of performance achieved for the awards.

The PSUs had a weighted-average grant-date fair value of $ 214.83 per unit.

Total compensation cost for the PSUs is determined based on the most likely outcome of the performance condition and the number of awards expected to vest based on the outcome.

Total compensation expense related to all share-based awards, net of forfeitures recognized, was $ 8.7 million and $ 11.5 million for the twenty-six weeks ended June 27, 2026 and June 28, 2025, respectively, and was included in Selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Comprehensive Income.

(9) Investments

2 unchanged sentences

In connection with the transaction, the Company reinvested $ 75.4 million in a newly formed entity, consisting primarily of preference shares and an approximately 18.75 % non-controlling equity interest.

Substantially all of the reinvestment consists of preference shares, which will be accounted for as held-to-maturity debt securities at amortized cost, with interest income recognized using the effective interest method.

Substantially all of the reinvestment consists of preference shares, which are accounted for as held-to-maturity debt securities at amortized cost, with interest income recognized using the effective interest method.

These securities are evaluated for credit losses on a quarterly basis under the current expected credit loss (“CECL”) methodology.

The Company recorded a provision for credit losses of $ 4.7 million in Investment (income) expense on the Consolidated Statements of Comprehensive Income during the first fiscal quarter of 2025.

The Company’s 18.75 % ownership interest in ordinary shares is accounted for using the equity method, with the Company’s share of investee income will be recorded in Investment (income) expense on the Consolidated Statements of Comprehensive Income.

The Company’s 18.75 % ownership interest in ordinary shares is accounted for using the equity method, and the Company’s share of investee income will be recorded in Investment (income) expense on the Consolidated Statements of Comprehensive Income.

(10) Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers for the thirteen weeks ended March 28, 2026 and March 29, 2025 (in thousands):

Thirteen Weeks Ended

March 28, 2026 March 29, 2025

The following table represents a disaggregation of revenue from contracts with customers for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025 (in thousands):

Thirteen Weeks Ended Twenty-Six Weeks Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Royalty revenue $ 78,571 $ 72,905 $ 155,372 $ 144,853

Franchise fees and other 8,273 6,984 18,942 13,811

Royalty revenue, franchise fees and other 86,844 79,889 174,314 158,664

Advertising fees and related income 64,536 61,962 127,805 124,234

Franchise fees 1,879 1,399

Company-owned restaurant sales 34,184 32,478 67,170 62,525

Total revenue 185,564 174,329 369,289 345,423

Franchise fee, development fee, and international territory fee payments received by the Company are recorded as deferred revenue on the Consolidated Balance Sheets, which represents a contract liability.

Deferred revenue is reduced as fees are recognized in revenue over the term of the franchise license for the respective restaurant.

As the term of the franchise license is typically ten years , substantially all of the franchise fee revenue recognized in the thirteen weeks ended March 28, 2026 was included in the deferred revenue balance as of December 27, 2025.

Approximately $ 14.7 million and $ 13.6 million of deferred revenue as of March 28, 2026 and December 27, 2025, respectively, relates to restaurants that have not yet opened, so the fees are not yet being amortized.

As the term of the franchise license is typically ten years , substantially all of the franchise and other fees revenue recognized in the thirteen and twenty-six weeks ended June 27, 2026 was included in the deferred revenue balance as of December 27, 2025.

Approximately $ 13.9 million and $ 13.6 million of deferred revenue as of June 27, 2026 and December 27, 2025, respectively, relates to restaurants that have not yet opened, so the fees are not yet being amortized.

The weighted average remaining amortization period for deferred franchise and renewal fees related to open restaurants is 7.5 years.

The Company did not have any material contract assets as of March 28, 2026.

The Company did not have any material contract assets as of June 27, 2026.

WINGSTOP INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

On May 27, 2026, the Company launched Club Wingstop, its first customer loyalty program.

The program allows customers to earn loyalty points redeemable for future purchases of the Company’s products.

The loyalty points represent a material right and therefore a separate performance obligation.

When an enrolled customer purchases Wingstop products, a portion of the transaction price is deferred as a contract liability until points are redeemed or expire.

Points expire twelve months after issuance.

The contract liability recorded for the loyalty program is immaterial to the Company’s financial statements for the thirteen weeks ended June 27, 2026.

(11) Segment Information

1 unchanged sentence

Financial information for the Company’s reportable segment is as follows (in thousands):

Thirteen Weeks Ended

2026 March 29,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2026 June 28,

2025 June 27,

2026 June 28,

Royalty revenue, franchise fees and other $ 86,844 $ 79,889 $ 174,314 $ 158,664

25 unchanged sentences

(1) Other segment expense consists primarily of corporate related items such as headcount-related expenses, office rent expense, and other overhead costs.

WINGSTOP INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(12) Subsequent Event

Subsequent to the end of the fiscal second quarter 2026, the Company entered into 2 agreements to purchase 13 restaurants for an aggregate price of $ 32 million, anticipated to be funded by cash on hand.

The first transaction closed on July 27, 2026, and the second transaction is expected to close during the fiscal third quarter 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements