What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-04-30 · 98 added, 60 removed, 273 unchanged (37% of the section changed)

36 unchanged sentences

100,000,000 shares authorized;

27,902,888 and 28,662,614 shares issued and outstanding as of March 29, 2025 and December 28, 2024, respectively

27,923,753 and 28,662,614 shares issued and outstanding as of June 28, 2025 and December 28, 2024, respectively

Additional paid-in-capital 3,791 1,568

Retained deficit ( 697,557 ) ( 676,940 )

Accumulated other comprehensive loss 2,758 ( 501 )

Accumulated other comprehensive income (loss) 7,489 ( 501 )

Total stockholders' deficit ( 685,998 ) ( 675,586 )

5 unchanged sentences

(amounts in thousands, except per share data)

Thirteen Weeks Ended

2025 March 30,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2025 June 29,

2024 June 28,

2025 June 29,

Royalty revenue, franchise fees and other $ 79,889 $ 71,160 $ 158,664 $ 138,257

28 unchanged sentences

Consolidated Statements of Stockholders' Deficit

For the Thirteen Weeks Ended March 30, 2024 and March 29, 2025

For the Twenty-Six Weeks Ended June 29, 2024

(amounts in thousands, except share data)

1 unchanged sentence

Paid-In Capital

Retained Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Deficit

Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Deficit

Balance at December 30, 2023 29,337,920 $ 293 $ 2,676 $ ( 459,994 ) $ ( 341 ) $ ( 457,366 )

6 unchanged sentences

Balance at March 30, 2024 29,369,978 294 918 ( 435,226 ) ( 365 ) ( 434,379 )

Net income — — — 27,485 — 27,485

Shares issued under stock plans 11,323 — 546 — — 546

Purchases of common stock ( 75,862 ) ( 1 ) ( 4,304 ) ( 24,915 ) ( 29,220 )

Tax payments for restricted stock upon vesting ( 1,038 ) — — ( 401 ) — ( 401 )

Stock-based compensation expense, net of forfeitures — — 4,926 — — 4,926

Dividends declared on common stock and equivalents — — ( 217 ) ( 6,269 ) — ( 6,486 )

Currency translation adjustment — — — — ( 12 ) ( 12 )

Balance at June 29, 2024 29,304,401 $ 293 $ 1,869 $ ( 439,326 ) $ ( 377 ) $ ( 437,541 )

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

Paid-In Capital Retained Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Deficit

Paid-In Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Deficit

Balance at December 28, 2024 28,662,614 $ 287 $ 1,568 $ ( 676,940 ) $ ( 501 ) $ ( 675,586 )

7 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

2025 March 30,

Twenty-Six Weeks Ended

2025 June 29,

Operating activities

17 unchanged sentences

Purchases of property and equipment ( 22,381 ) ( 21,459 )

Acquisition of restaurants from franchisee ( 9,221 ) ( 3,292 )

Proceeds from sales of assets 17,330 —

8 unchanged sentences

Cash used in financing activities ( 149,152 ) ( 45,161 )

Net increase in cash, cash equivalents, and restricted cash ( 74,626 ) 23,386

Net change in cash, cash equivalents, and restricted cash ( 100,361 ) 10,425

Cash, cash equivalents, and restricted cash at beginning of period 359,574 119,676

9 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 29, 2025, the Company had a total of 2,689 restaurants system-wide.

As of June 28, 2025, the Company had a total of 2,818 restaurants system-wide.

The Company’s restaurant base is approximately 98 % franchised, with 2,764 franchised locations (including 407 restaurants in international locations and U.S.

territories) and 51 company-owned restaurants as of March 29, 2025.

territories) and 54 company-owned restaurants as of June 28, 2025.

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 29, 2025 and December 28, 2024, and operating results are for the thirteen weeks ended March 29, 2025 and March 30, 2024.

Balance sheet amounts are as of June 28, 2025 and December 28, 2024, and operating results are for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024.

Certain prior period information on the Consolidated Balance Sheets have been reclassified to conform to the current 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 29, 2025 and December 28, 2024 were as follows (in thousands):

March 29, 2025 December 28, 2024

Cash, cash equivalents, and restricted cash within the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows as of June 28, 2025 and December 28, 2024 were as follows (in thousands):

June 28, 2025 December 28, 2024

Cash and cash equivalents $ 227,943 $ 315,910

13 unchanged sentences

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

Thirteen Weeks Ended

2025 March 30,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2025 June 29,

2024 June 28,

2025 June 29,

Basic weighted average shares outstanding 27,912 29,343 28,149 29,346

1 unchanged sentence

Diluted weighted average shares outstanding 27,997 29,457 28,255 29,468

For the thirteen weeks ended March 29, 2025 and March 30, 2024, equity awards representing approximately 8,000 and 12,000 shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

We had approximately 15,000 shares pursuant to equity awards outstanding during the thirteen weeks ended June 28, 2025, and approximately 4,000 and 28,000 shares pursuant to equity awards outstanding during the twenty-six weeks ended June 28, 2025 and June 29, 2024, respectively, that were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

No shares pursuant to equity awards were excluded from the dilutive earnings per share calculation during the thirteen weeks ended June 29, 2024.

(3) Stockholders’ Deficit

In connection with the Company’s regular dividend program, our Board of Directors declared a quarterly dividend of $ 0.27 per share of common stock in the first quarter of 2025, resulting in a total dividend payment of approximately $ 7.6 million.

Subsequent to the first quarter, on April 29, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.27 per share of common stock for stockholders of record as of May 16, 2025.

The regular quarterly dividend is to be paid on June 6, 2025, totaling approximately $ 7.5 million.

In connection with the Company’s regular dividend program, our Board of Directors declared a quarterly dividend of $ 0.27 per share of common stock in the second quarter of 2025, resulting in a total dividend payment of approximately $ 7.5 million.

Subsequent to the second quarter, on July 29, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.30 per share of common stock for stockholders of record as of August 15, 2025.

The regular quarterly dividend is to be paid on September 5, 2025, totaling approximately $ 8.4 million.

Share Repurchase Program

In August 2023, the Company initially announced a share repurchase program, authorizing the repurchase of up to $ 250.0 million of its outstanding shares of common stock.

On December 5, 2024, the Company’s Board of Directors authorized the purchase of an additional $ 500.0 million of its outstanding shares of common stock under (collectively, the “Share Repurchase Program”), following the substantial completion of repurchases under the original share repurchase program.

In August 2023, the Company announced a share repurchase program (the “Share Repurchase Program”), authorizing the repurchase of up to $ 250.0 million of its outstanding shares of common stock.

On December 5, 2024, the Company’s Board of Directors authorized the purchase of an additional $ 500.0 million of its outstanding shares of common stock under the Share Repurchase Program.

On December 9, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase $ 250.0 million of the Company’s common stock under its Share Repurchase Program.

3 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 29, 2025, in addition to the settlement of the ASR Agreement, the Company repurchased and retired 512,810 shares of its common stock at an average price of $ 233.54 per share.

As of March 29, 2025, $ 191.3 million remained available under the Share Repurchase Program.

During the twenty-six weeks ended June 28, 2025, in addition to the settlement of the ASR agreement, the Company repurchased and retired 512,810 shares of its common stock at an average price of $ 233.54 per share.

As of June 28, 2025, $ 191.3 million remained available under the Share Repurchase Program.

(4) Fair Value Measurements

3 unchanged sentences

Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data.

Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.

WINGSTOP INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.

The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their short-term nature.

Fair value of debt and the investment in bonds issued by the Company’s United Kingdom master franchisee, Lemon Pepper Holdings Ltd.

Fair value of debt and the investment in debt securities of the Company’s United Kingdom master franchisee, Lemon Pepper Holdings Ltd.

(“LPH”), are determined on a non-recurring basis, which results are summarized as follows (in thousands):

March 29, 2025 December 28, 2024

June 28, 2025 December 28, 2024

Fair Value Carrying

8 unchanged sentences

Level 3 $ 87,239 $ 87,239 $ 3,699 $ 4,560

(1) The fair value of the 2020-1, 2022-1, and 2024-1 Class A-2 Senior Secured Notes was estimated using available market information.

(1) The fair values of the 2020-1, 2022-1, and 2024-1 Class A-2 Senior Secured Notes were estimated using available market information.

(2) The fair value approximates discounted cash flows using current market rates for debt investments with similar maturities and credit risk.

2 unchanged sentences

(5) Income Taxes

Income tax expense and the effective tax rate were $ 30.9 million and 25.1 %, respectively, for the thirteen weeks ended March 29, 2025, and $ 9.8 million and 25.3 %, respectively, for the thirteen weeks ended March 30, 2024.

The current period effective tax rate was comparable to the prior fiscal year period.

The increase in total tax expense is primarily related to the increase in Investment income, net as a result of the gain on sale of our investment in LPH during the fiscal first quarter 2025.

Income tax expense and the effective tax rate were $ 10.0 million and 27.2 %, respectively, for the thirteen weeks ended June 28, 2025, and $ 9.0 million and 24.7 %, respectively, for the thirteen weeks ended June 29, 2024.

Income tax expense and the effective tax rate were $ 40.9 million and 25.6 %, respectively, for the twenty-six weeks ended June 28, 2025, and $ 18.8 million and 25.0 %, respectively, for the twenty-six weeks ended June 29, 2024.

The increase in the effective tax rate is primarily due to the impact of nondeductible expenses for executive compensation as compared to the prior year period.

The increase in total tax expense for the twenty-six weeks ended June 28, 2025 is primarily related to the increase in Investment income, net as a result of the gain on sale of our investment in LPH during the fiscal first quarter 2025.

WINGSTOP INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(6) Debt Obligations

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

March 29, 2025 December 28, 2024

June 28, 2025 December 28, 2024

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 29, 2025 and December 28, 2024.

As of March 29, 2025, the Company’s leverage ratio under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and 2024 Class A-2 Notes was less than 5.0 x.

No borrowings were outstanding under the Variable Funding Notes as of June 28, 2025 and December 28, 2024.

As of June 28, 2025, 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 due after fiscal year 2026.

WINGSTOP INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 29, 2025, the Company granted 45,791 restricted stock units (“RSUs”) to certain employees.

During the twenty-six weeks ended June 28, 2025, the Company granted 46,650 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 $ 224.43 per unit.

In addition, the Company granted 46,591 performance stock units (“PSUs”) to certain employees during the thirteen weeks ended March 29, 2025.

In addition, the Company granted 46,591 performance stock units (“PSUs”) to certain employees during the twenty-six weeks ended June 28, 2025.

Of the total PSUs granted, 41,510 PSUs are subject to a service condition and a performance vesting condition based on return on incremental invested capital (“ROIIC PSUs”).

4 unchanged sentences

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 $ 5.3 million and $ 3.8 million for the thirteen weeks ended March 29, 2025 and March 30, 2024, respectively, and was included in Selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Comprehensive Income.

WINGSTOP INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Total compensation expense related to all share-based awards, net of forfeitures recognized, was $ 11.5 million and $ 8.7 million for the twenty-six weeks ended June 28, 2025 and June 29, 2024, respectively, and was included in Selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Comprehensive Income.

(9) Investments

1 unchanged sentence

The Company received proceeds of $ 107.7 million in the fiscal first quarter 2025 and recognized a gain of $ 97.2 million in “Investment income, net” on the Consolidated Statements of Comprehensive Income.

The Company reinvested $ 75.4 million in the newly formed entity for an 18.75 % non-controlling equity interest.

The Company reinvested $ 75.4 million in a newly formed entity for an 18.75 % non-controlling equity interest.

Substantially all of the reinvestment in the newly formed entity consisted of preference shares, which will be accounted for as held-to-maturity debt securities, recorded on an amortized cost basis.

5 unchanged sentences

In addition, the Company received 18.75 % of the outstanding common shares, which will be accounted for using the equity method of accounting, under which the Company’s share of the income of the investee will be recorded in “Investment income” on the Consolidated Statements of Comprehensive Income.

WINGSTOP INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(10) Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers for the thirteen weeks ended March 29, 2025 and March 30, 2024 (in thousands):

Thirteen Weeks Ended

March 29, 2025 March 30, 2024

The following table represents a disaggregation of revenue from contracts with customers for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 (in thousands):

Thirteen Weeks Ended Twenty-Six Weeks Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Royalty revenue $ 72,905 $ 64,201 $ 144,853 $ 125,393

3 unchanged sentences

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 29, 2025 was included in the deferred revenue balance as of December 28, 2024.

Approximately $ 13.7 million and $ 13.5 million of deferred revenue as of March 29, 2025 and December 28, 2024, 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 fee revenue recognized in the thirteen and twenty-six weeks ended June 28, 2025 was included in the deferred revenue balance as of December 28, 2024.

Approximately $ 12.7 million and $ 13.5 million of deferred revenue as of June 28, 2025 and December 28, 2024, 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 29, 2025.

The Company did not have any material contract assets as of June 28, 2025.

WINGSTOP INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

(11) Acquisitions of Company-owned Restaurants

The Company acquired three existing restaurants from a franchisee during the twenty-six weeks ended June 28, 2025.

The aggregate purchase price was $ 9.2 million and was funded by cash flow from operations.

The following table summarizes the allocations of the purchase price to the estimated fair value of assets acquired and liabilities assumed at the date of the acquisition (in thousands):

Purchase Price Allocation

Working capital $ 36

Property and equipment 102

Reacquired franchise rights 4,590

Goodwill 4,493

Total purchase price $ 9,221

The excess of the purchase price over the aggregate fair value of assets acquired was allocated to goodwill and is attributable to the benefits expected as a result of the acquisition, including sales and unit growth opportunities.

All of the goodwill from the acquisition is expected to be deductible for federal income tax purposes.

Pro-forma financial information of the combined entities is not presented due to the immaterial impact of the financial results of the acquisition on our consolidated financial statements.

WINGSTOP INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(12) Segment Information

1 unchanged sentence

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

Thirteen Weeks Ended

2025 March 30,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2025 June 29,

2024 June 28,

2025 June 29,

Royalty revenue, franchise fees and other $ 79,889 $ 71,160 $ 158,664 $ 138,257

23 unchanged sentences

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

(12) Subsequent Event

Subsequent to the end of the fiscal first quarter 2025, the Company acquired three existing restaurants from a franchisee.

The total purchase price was $ 9.3 million, funded by cash on hand.

The restaurant acquisitions are accounted for as a business combination.

The Company is still determining the estimated fair value of assets acquired and liabilities assumed.

The excess of the purchase price over the aggregate fair value of assets acquired will be allocated to goodwill.

The results of operations of these locations will be included in our Consolidated Statements of Comprehensive Income as of the date of acquisition.

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