What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-07-30 · 82 added, 51 removed, 320 unchanged (29% of the section changed)

4 unchanged sentences

(amounts in thousands, except share and par value amounts)

September 27,

2025 December 28,

30 unchanged sentences

100,000,000 shares authorized;

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

27,786,742 and 28,662,614 shares issued and outstanding as of September 27, 2025 and December 28, 2024, respectively

Additional paid-in-capital 1,066 1,568

8 unchanged sentences

(amounts in thousands, except per share data)

Thirteen Weeks Ended Twenty-Six Weeks Ended

2025 June 29,

2024 June 28,

2025 June 29,

Thirteen Weeks Ended Thirty-Nine Weeks Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Royalty revenue, franchise fees and other $ 81,187 $ 74,395 $ 239,851 $ 212,652

12 unchanged sentences

Interest expense, net 9,201 5,130 26,580 14,874

Investment income, net — ( 471 ) ( 93,839 ) ( 774 )

Investment (income) expense 128 ( 800 ) ( 93,711 ) ( 1,574 )

Income before income tax expense 39,632 35,488 199,587 110,476

13 unchanged sentences

Consolidated Statements of Stockholders' Deficit

For the Twenty-Six Weeks Ended June 29, 2024

For the Thirty-Nine Weeks Ended September 28, 2024

(amounts in thousands, except share data)

18 unchanged sentences

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

Net income — — — 25,732 — 25,732

Shares issued under stock plans 1,850 — — — — —

Purchases of common stock ( 93,617 ) ( 1 ) ( 7,307 ) ( 27,887 ) — ( 35,195 )

Tax payments for restricted stock upon vesting ( 552 ) — — ( 230 ) — ( 230 )

Stock-based compensation expense, net of forfeitures — — 7,273 — — 7,273

Dividends declared on common stock and equivalents — — ( 320 ) ( 7,625 ) — ( 7,945 )

Currency translation adjustment — $ — $ — $ — $ 440 $ 440

Balance at September 28, 2024 29,212,082 $ 292 $ 1,515 $ ( 449,336 ) $ 63 $ ( 447,466 )

WINGSTOP INC.

1 unchanged sentence

Consolidated Statements of Stockholders' Deficit

For the Twenty-Six Weeks Ended June 28, 2025

For the Thirty-Nine Weeks Ended September 27, 2025

(amounts in thousands, except share data)

17 unchanged sentences

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

Net income — — — 28,478 — 28,478

Shares issued under stock plans 3,594 — 263 — — 263

Purchases of common stock ( 140,103 ) ( 1 ) ( 1,735 ) ( 39,348 ) — ( 41,084 )

Tax payments for restricted stock upon vesting ( 502 ) — — ( 155 ) — ( 155 )

Stock-based compensation expense, net of forfeitures — — 6,072 — — 6,072

Dividends declared on common stock and equivalents — — ( 7,325 ) ( 1,099 ) — ( 8,424 )

Currency translation adjustment — — — — ( 1,768 ) ( 1,768 )

Balance at September 27, 2025 27,786,742 $ 278 $ 1,066 $ ( 709,681 ) $ 5,721 $ ( 702,616 )

See accompanying notes to consolidated financial statements.

3 unchanged sentences

(amounts in thousands)

Twenty-Six Weeks Ended

2025 June 29,

Thirty-Nine Weeks Ended

September 27,

2025 September 28,

Operating activities

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

As of September 27, 2025, the Company had a total of 2,932 restaurants system-wide.

The Company’s restaurant base is approximately 98 % franchised, with 2,877 franchised locations (including 427 restaurants in international locations and U.S.

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

territories) and 55 company-owned restaurants as of September 27, 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 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.

Balance sheet amounts are as of September 27, 2025 and December 28, 2024, and operating results are for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 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 June 28, 2025 and December 28, 2024 were as follows (in thousands):

June 28, 2025 December 28, 2024

Cash, cash equivalents, and restricted cash within the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows as of September 27, 2025 and December 28, 2024 were as follows (in thousands):

September 27, 2025 December 28, 2024

Cash and cash equivalents $ 237,640 $ 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 Twenty-Six Weeks Ended

2025 June 29,

2024 June 28,

2025 June 29,

Thirteen Weeks Ended Thirty-Nine Weeks Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Basic weighted average shares outstanding 27,899 29,265 28,065 29,319

1 unchanged sentence

Diluted weighted average shares outstanding 27,991 29,383 28,169 29,441

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.

For the thirteen and thirty-nine weeks ended September 27, 2025, equity awards representing approximately 1,000 and 2,000 shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

No equity awards were excluded from the dilutive earnings per share calculation for the thirteen and thirty-nine weeks ended September 28, 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 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.

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 each of the first two quarters of 2025, and a quarterly dividend of $ 0.30 per share of common stock in the third quarter of 2025, resulting in aggregate declared dividends of $ 23.5 million, or $ 0.84 per share of common stock, during the thirty-nine weeks ended September 27, 2025.

Subsequent to the third quarter, on November 3, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.30 per share of common stock for stockholders of record as of November 21, 2025.

The regular quarterly dividend is to be paid on December 12, 2025, totaling approximately $ 8.3 million.

Share Repurchase Program

6 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 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.

During the thirty-nine weeks ended September 27, 2025, in addition to the settlement of the ASR agreement, the Company repurchased and retired 652,913 shares of its common stock at an average price of $ 244.64 per share.

As of September 27, 2025, $ 151.3 million remained available under the Share Repurchase Program.

(4) Fair Value Measurements

10 unchanged sentences

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

June 28, 2025 December 28, 2024

September 27, 2025 December 28, 2024

Fair Value Carrying

13 unchanged sentences

(5) Income Taxes

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.

Income tax expense and the effective tax rate were $ 11.2 million and 28.1 %, respectively, for the thirteen weeks ended September 27, 2025, and $ 9.8 million and 27.5 %, respectively, for the thirteen weeks ended September 28, 2024.

Income tax expense and the effective tax rate were $ 52.1 million and 26.1 %, respectively, for the thirty-nine weeks ended September 27, 2025, and $ 28.5 million and 25.8 %, respectively, for the thirty-nine weeks ended September 28, 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.

The increase in total tax expense for the thirty-nine weeks ended September 27, 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.

3 unchanged sentences

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

June 28, 2025 December 28, 2024

September 27, 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 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.

No borrowings were outstanding under the Variable Funding Notes as of September 27, 2025 and December 28, 2024.

As of September 27, 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.

5 unchanged sentences

(8) Stock-Based Compensation

During the twenty-six weeks ended June 28, 2025, the Company granted 46,650 restricted stock units (“RSUs”) to certain employees.

During the thirty-nine weeks ended September 27, 2025, the Company granted 94,093 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 $ 250.59 per unit.

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

In addition, the Company granted 92,096 performance stock units (“PSUs”) to certain employees during the thirty-nine weeks ended September 27, 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”).

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.

Additionally, 45,505 PSUs are subject to a service condition and a performance vesting condition based on system-wide sales (“SWS PSUs”).

The SWS PSUs are generally eligible to cliff-vest approximately five years from the grant date, and the maximum vesting percentage that could be realized for each of the SWS PSUs is 100 % based on the level of performance achieved for the awards.

The remaining 5,081 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 $ 219.62 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.

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

WINGSTOP INC.

1 unchanged sentence

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.

The PSUs had a weighted-average grant-date fair value of $ 246.84 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 $ 17.6 million and $ 16.0 million for the thirty-nine weeks ended September 27, 2025 and September 28, 2024, respectively, and was included in Selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Comprehensive Income.

(9) Investments

10 unchanged sentences

(10) Revenue from Contracts with Customers

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

The following table represents a disaggregation of revenue from contracts with customers for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 (in thousands):

Thirteen Weeks Ended Thirty-Nine Weeks Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Royalty revenue $ 73,908 $ 66,952 $ 218,760 $ 192,344

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 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.

As the term of the franchise license is typically ten years , substantially all of the franchise fee revenue recognized in the thirteen and thirty-nine weeks ended September 27, 2025 was included in the deferred revenue balance as of December 28, 2024.

Approximately $ 13.6 million and $ 13.5 million of deferred revenue as of September 27, 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 7.7 years.

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

The Company did not have any material contract assets as of September 27, 2025.

WINGSTOP INC.

2 unchanged sentences

(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 Company acquired three existing restaurants from a franchisee during the thirty-nine weeks ended September 27, 2025.

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

9 unchanged sentences

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.

Subsequent to the end of the fiscal third quarter 2025, the Company acquired two 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.

WINGSTOP INC.

4 unchanged sentences

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

Thirteen Weeks Ended Twenty-Six Weeks Ended

2025 June 29,

2024 June 28,

2025 June 29,

Thirteen Weeks Ended Thirty-Nine Weeks Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Royalty revenue, franchise fees and other $ 81,187 $ 74,395 $ 239,851 $ 212,652

12 unchanged sentences

System implementation costs 2,063 727 4,909 727

Amortization of capitalized system implementation costs 457 — 457 —

Stock-based compensation expense 6,072 7,273 17,601 16,011

5 unchanged sentences

Interest expense, net 9,201 5,130 26,580 14,874

Investment income, net — ( 471 ) ( 93,839 ) ( 774 )

Loss on debt extinguishment and financing transactions — — — —

Investment (income) expense 128 ( 800 ) ( 93,711 ) ( 1,574 )

Income tax expense 11,154 9,756 52,081 28,512

2 unchanged sentences

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