What changed in this filing

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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-19 · 48 added, 42 removed, 398 unchanged (18% of the section changed)

16 unchanged sentences

As we continue to grow, our existing systems and processes and personnel may not be adequate to support our continued growth.

We may need to upgrade and expand our infrastructure and information systems, automate more processes and hire, train and retain restaurant employees and corporate support staff, all of which may result in increased costs and inefficiencies.

Although we have made significant investments to date, we may have a continued need to upgrade and expand our infrastructure and information systems, automate more processes and hire, train and retain restaurant employees and corporate support staff, all of which may result in increased costs and inefficiencies.

Our success depends in significant part on the future performance of existing and new franchise restaurants, and we are subject to a variety of additional risks associated with our franchisees.

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The failure of our franchisees to comply with applicable laws could negatively impact our reputation or results of operations.

For example, our franchisees are solely responsible for making their own hiring, firing and disciplinary decisions, scheduling hours and establishing compensation.

Any failure by our franchisees to comply with applicable employment laws could negatively impact our reputation and our ability to hire and/or retain employees.

Furthermore, if one of our key franchisees

were to become insolvent or otherwise were unable or unwilling to pay us royalties, Ad Fund contributions, or other amounts owed, our business, financial condition, and results of operations could be adversely affected.

For example, our franchisees are solely responsible for making their own hiring, firing and disciplinary decisions, scheduling hours and funding compensation.

Any failure by our franchisees to comply with applicable employment laws could negatively

impact our reputation and our ability to hire and/or retain employees.

Furthermore, if one of our key franchisees were to become insolvent or otherwise were unable or unwilling to pay us royalties, Ad Fund contributions, or other amounts owed, our business, financial condition, and results of operations could be adversely affected.

In a franchisee bankruptcy, the bankruptcy trustee may reject its franchise agreements under the applicable bankruptcy code, in which case there would be no further royalty payments from such franchisee.

20 unchanged sentences

Even instances of food-borne illness or food safety issues occurring solely at our competitors’ restaurants could result in negative publicity about the food service industry or fast casual restaurants generally and adversely impact our restaurants.

In addition, our reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control and that multiple restaurants could be affected rather than a single restaurant.

In addition, our reliance on third-party food suppliers and distributors increases the risks that food-borne illness incidents could be caused by factors outside of our control and that multiple restaurants could be affected rather than a single restaurant.

We cannot ensure that all food items are properly maintained during transport throughout the supply chain or that our employees and our franchisees and their employees will identify all products that may be spoiled and should not be used.

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If our customers become ill from food-borne illnesses or injured from food tampering, we could also be forced to temporarily close some restaurants.

Moreover, any instances of food contamination, whether or not at our restaurants, could subject our restaurants or our suppliers to a food recall pursuant to the Food and Drug Administration Food Safety Modernization Act.

Our expansion into new and existing markets may present increased risks.

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Advances in computer and software capabilities, technology, new tools or social engineering tactics, and other developments may increase the risk of such a breach.

If a person is able to circumvent the security measures of our business, our franchisees’ businesses or those of other third parties, he or she could destroy or steal valuable information or disrupt the operations of our business.

If a person is able to circumvent the security measures of our business, our franchisees’ businesses or those of other third parties, he or she could destroy or steal valuable or personal information or disrupt the operations of our business.

In addition, our franchisees, contractors or third parties with whom we do business or to whom we outsource business operations may attempt to circumvent our security measures in order to misappropriate confidential information and may purposefully or inadvertently cause a breach involving such information.

The costs to us to eliminate any of the foregoing cybersecurity vulnerabilities or to address a cyber incident could be significant and have a material adverse impact on our business, financial condition, and results of operations.

The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by making

cyber incidents more difficult to detect, contain, and mitigate for us, our franchisees, contractors, and third parties with whom we do business.

If we, our employees, franchisees, or vendors fail to comply with applicable laws, regulations, or contract terms, and covered information is obtained by unauthorized persons, used inappropriately, or destroyed, it could adversely affect our reputation, disrupt our operations and result in costly litigation, judgments, or penalties resulting from violation of laws and payment card industry regulations.

The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by

making cyber incidents more difficult to detect, contain, and mitigate for us, our franchisees, contractors, and third parties with whom we do business.

If we, our employees, franchisees, or vendors fail to comply with applicable laws, regulations, or contract terms, and confidential or sensitive information is obtained by unauthorized persons, used inappropriately, or destroyed, it could adversely affect our reputation, disrupt our operations and result in costly litigation, judgments, or penalties resulting from violation of laws and payment card industry regulations.

Any such claim or proceeding could cause us to incur significant unplanned expenses and significantly harm our reputation, which could have a material adverse impact on our business, financial condition, and results of operations.

A cyber incident could also require us to provide notifications, result in adverse publicity, loss of sales and profits, increase fees payable to third parties, and result in penalties or remediation and other costs that could materially adversely affect the operation of our business, financial condition, and results of operations.

In addition, our cyber liability coverage may be inadequate or may not be available in the future on acceptable terms, or at all, and defending a suit, regardless of its merit, could be costly and divert management’s attention.

In addition, our cyber liability insurance coverage may be inadequate or may not be available in the future on acceptable terms, or at all, and defending a suit, regardless of its merit, could be costly and divert management’s attention.

See “Item 1C.

15 unchanged sentences

Compliance with the CCPA, CPRA, and other laws relating to the protection of personal information involve significant costs and could result in significant liability in the event we allow an unauthorized disclosure of personal information.

In the European Union, this includes the General Data Protection Regulation (the “GDPR”).

In the European Union, the General Data Protection Regulation (the “GDPR”) generally governs the use of certain categories of personal information.

We may need to take measures to comply with requirements contained in the GDPR (or similar legislation implemented in the United Kingdom), such as implementing appropriate mechanisms for the cross-border transfer of personal data, follow mandatory data breach notification requirements, and provide robust rights for data subjects.

3 unchanged sentences

In addition, the FTC and other state and federal agencies have been increasing their scrutiny of the ways in which companies use personally identifiable information for marketing and analytics, as well as the circumstances under which companies share such data with other companies, including social media companies, for such purposes.

We may need to continue to make adjustments as updated guidance becomes available, or other privacy,

information security or data protection laws and regulations take effect in jurisdictions in which we currently operate or may in the future operate.

The legal framework around privacy issues is rapidly evolving, as various federal and state government bodies are considering adopting new privacy laws and regulations.

We may need to continue to make

adjustments as updated guidance becomes available, or other privacy, information security or data protection laws and regulations take effect in jurisdictions in which we currently operate or may in the future operate.

The legal framework around privacy issues is rapidly evolving, as various federal, state, and international government bodies are considering adopting new privacy laws and regulations.

These emerging laws and regulations have resulted and will likely continue to result in significant limitations on or changes to the ways in which we can collect, use, host, store, or transmit personal information and other data.

19 unchanged sentences

Customers are increasingly using e-commerce websites and apps, both domestically and internationally, like www.wingstop.com, our mobile ordering application, and third-party delivery apps, to order and pay for our products and select optional delivery and curbside services.

In the fourth quarter of 2024, digital sales accounted for 70.3% of our domestic sales.

In the fourth quarter of 2025, digital sales accounted for 73.2% of system-wide sales.

As a result, we and our franchisees are increasingly reliant on digital ordering and payment for such sales, and portions of our digital commerce platforms depend on third-party services, including cloud-based technologies and platforms.

26 unchanged sentences

We also incur additional costs associated with delivery orders, and it is possible that these orders could reduce more profitable carry-out or in-restaurant orders.

Uncertainty in the law with respect to the assignment or allocation of liabilities in the franchise business model could materially adversely impact our profitability.

One of the legal foundations fundamental to the franchise business model has been that, absent special circumstances, a franchisor is generally not responsible for the acts, omissions, or liabilities of its franchisees, whether with respect to the franchisees’ employees or otherwise.

In the last several years, this principle has been the subject of differing and inconsistent interpretations at the National Labor Relations Board (“NLRB”) and in the courts, and the question of whether a franchisor can be held liable for the actions or liabilities of a franchisee under a vicarious liability theory, sometimes called “joint employer,” has become highly fact dependent and generally uncertain.

In March 2024, a federal court blocked the enforcement of the NLRB’s amended 2023 regulation on joint employment, leaving the NLRB’s previous 2020 regulation on joint employment in effect.

However, it is possible that the NLRB or another government agency will attempt to restore the proposed 2023 standard through new rulemaking or alternative methods and legislation has been proposed from time to time to require franchisors to be responsible for ensuring franchisee compliance with certain laws.

A regulatory, judicial or legislative determination that we are a “joint employer” with our franchisees or that our franchisees are part of one unified system subject to joint and several

liability could subject us and/or our franchisees to liability for employment-related, health and safety related and other liabilities of our franchisees and could cause us to incur other costs that have a material adverse effect on our profitability, which would adversely impact our business, financial condition, and results of operations.

Our business activities subject us and our franchisees to litigation risk that could subject us to significant money damages and other remedies or by increasing our and our franchisees’ litigation expense.

19 unchanged sentences

Increased labor costs due to factors such as competition for workers, labor shortages, labor market pressures, increased minimum wage requirements, paid sick leave or vacation accrual mandates, or other legal or regulatory changes, such as predictive scheduling, may adversely impact operating costs for us and our franchisees.

Additional taxes or requirements to incur additional employee benefit costs, including the requirements of the Patient Protection and Affordable Care Act or any new or replacement healthcare requirements, could also adversely impact our operating costs.

From time to time, legislation increases the minimum wage at the federal, state and local level, or creates a council that could, among other things, increase minimum wages and impose additional minimum working or operating standards.

9 unchanged sentences

The lack of continued financial support for our advertising activities could hinder our marketing efforts, which may materially adversely affect our business, financial condition, and operating results.

While we maintain control over advertising and marketing materials and can mandate certain strategic initiatives pursuant to our franchise agreements, we need the active support of our franchisees if the implementation of these initiatives is to be successful.

While we maintain control over advertising and marketing materials and can mandate certain strategic initiatives pursuant to

our franchise agreements, we need the active support of our franchisees if the implementation of these initiatives is to be successful.

If our initiatives are not successful, resulting in expenses incurred without the benefit of higher revenue, our business, financial condition and results of operations could be materially adversely affected.

21 unchanged sentences

• legal and regulatory changes;

• costs associated with litigation;

• costs associated with litigation or arbitration;

• increases in infrastructure costs;

3 unchanged sentences

In that event, the price of our common stock would likely decrease.

Uncertainty in the law with respect to the assignment or allocation of liabilities in the franchise business model could materially adversely impact our profitability.

In the last several years, this principle has been the subject of differing and inconsistent

interpretations at the National Labor Relations Board (“NLRB”) and in the courts, and the question of whether a franchisor can be held liable for the actions or liabilities of a franchisee under a vicarious liability theory, sometimes called “joint employer,” has become highly fact dependent and generally uncertain.

In March 2024, a federal court blocked the enforcement of the NLRB’s amended 2023 regulation on joint employment, leaving the NLRB’s previous 2020 regulation on joint employment in effect.

It is possible that the NLRB or another government agency may attempt to restore the proposed 2023 standard through new rulemaking or alternative methods although federal legislation has been proposed to set a clear standard;

legislation has been proposed from time to time to require franchisors to be responsible for ensuring franchisee compliance with certain laws.

A regulatory, judicial or legislative determination that we are a “joint employer” with our franchisees or that our franchisees are part of one unified system subject to joint and several liability could subject us and/or our franchisees to liability for employment-related, health and safety related and other liabilities of our franchisees and could cause us to incur other costs that have a material adverse effect on our profitability, which would adversely impact our business, financial condition, and results of operations.

Because many of our restaurants are concentrated in certain geographic areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in these areas.

1 unchanged sentence

Given our geographic concentrations, economic conditions and other unforeseen events, including but not limited to negative publicity, local strikes, terrorist attacks, increases in energy prices, natural or man-made disasters, adverse weather conditions, or the enactment of more stringent state and local laws and regulations in these geographic areas, could have a disproportionate adverse effect on our business, financial condition, and results of operations.

Economic conditions have adversely affected and could continue to adversely affect our business, financial condition, and results of operations.

Our business, financial condition, and results of operations have been, and could continue to be, adversely affected by changes in macroeconomic conditions beyond our control, which have impacted consumer behavior, including consumers’ ability or willingness to spend discretionary income on dining away from home.

As a restaurant company dependent on consumer discretionary spending, our business and financial results are sensitive to changes in, or uncertainty about, macroeconomic conditions.

An economic slowdown or recession may cause consumers to reduce dining frequency, limit or reduce overall spending, or shift toward lower-priced alternatives.

Consumer discretionary spending may be adversely affected by factors such as changes in income, job losses, inflation, changes in interest rates, reduced access to credit, changes in economic policy, or geopolitical instability.

If adverse economic conditions or uncertainty persist or worsen, consumers may make longer-lasting changes to their discretionary purchasing behavior, including dining out less frequently.

These and other macroeconomic factors could adversely affect restaurant sales, growth, franchisee profitability, and our development plans, which could harm our business, financial condition, and results of operations.

Unexpected events have impacted and may in the future impact our business, financial condition and results of operations.

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Also, reduced margins of franchisees could make it more difficult to sell franchises.

If menu prices are increased by us and our franchisees to cover increased labor

costs, the higher prices could adversely affect transactions which could lower sales and thereby reduce our margins and the royalties that we receive from franchisees.

If menu prices are increased by us and our franchisees to cover increased labor costs, the higher prices could adversely affect transactions which could lower sales and thereby reduce our margins and the royalties that we receive from franchisees.

Although we require all workers in our company-owned restaurants and in our corporate support office to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers.

3 unchanged sentences

Unauthorized workers may subject us to fines or penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that negatively impacts our brand and it may be more difficult to hire and keep qualified employees.

We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state employment eligibility or immigration compliance laws.

We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal, state, and international employment eligibility or immigration compliance laws.

Failure by our franchisees to comply with employment eligibility or immigration laws may also result in adverse publicity and reputational harm to our brand and could subject them to fines, penalties and other costs.

15 unchanged sentences

Further, a franchisee’s failure to comply with health and safety regulations, including requirements relating to food quality or preparation, could subject them, and possibly us, to litigation.

Any litigation, including the imposition of fines or damage awards, could exceed or be excluded from insurance coverage, and, as a result, adversely affect the ability of a franchisee to make royalty payments or could generate negative publicity or otherwise adversely affect us.

Any litigation, including the imposition of fines or damage awards, could exceed or be excluded

from insurance coverage, and, as a result, adversely affect the ability of a franchisee to make royalty payments or could generate negative publicity or otherwise adversely affect us.

Damage to our reputation could negatively impact our business, financial condition, and results of operations.

4 unchanged sentences

We may be adversely affected by news reports or other negative publicity, regardless of their accuracy, regarding food quality issues, public health concerns, illness, safety, injury, security breaches or intrusions with respect to confidential guest or employee information, employee related claims relating to alleged employment discrimination, wage and hour violation, labor standards or health care and benefit issues, or government or industry findings concerning our restaurants, restaurants operated by other food service providers, or others across the food industry supply chain.

The risks associated with such negative

publicity cannot be eliminated or completely mitigated and may materially affect our business, financial condition, and results of operations.

The risks associated with such negative publicity cannot be eliminated or completely mitigated and may materially affect our business, financial condition, and results of operations.

The availability of information on social media platforms is virtually immediate as is its impact.

6 unchanged sentences

Our expansion into international markets exposes us to a number of risks that may differ in each country where we have franchise restaurants.

As of December 28, 2024, we have franchised restaurants in eleven international countries and U.S.

As of December 27, 2025, we have franchised restaurants in 18 international countries and U.S.

territories and plan to accelerate our growth internationally.

26 unchanged sentences

We also place a large amount of importance on our culture, which we believe has been an important contributor to our success, and as we continue to grow, it may be increasingly difficult to maintain our culture.

If we are unable to recruit,

retain and motivate employees sufficiently to maintain our current business and support our projected growth, our business, financial condition, and operating results may be adversely affected.

If we are unable to recruit, retain and motivate employees sufficiently to maintain our current business and support our projected growth, our business, financial condition, and operating results may be adversely affected.

Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.

6 unchanged sentences

Environmental, social and corporate governance (ESG) matters may impact our business and reputation.

There is increasing focus, public interest, and legislative pressure related to public companies’ ESG practices.

Legislative, regulatory or other efforts, including those of the SEC and multiple states and countries, to combat ESG concerns could result in new or more stringent forms of oversight and expand mandatory and voluntary reporting, diligence and disclosure, which could increase costs and require resources dedicated toward the collection and disclosure of data (such as information regarding potential risks of climate change or greenhouse gas emissions), and bring additional focus on and further impact our business, results of operations, and financial condition.

There is continued focus, public interest, and legislative pressure related to public companies’ ESG practices.

Legislative, regulatory or other efforts, including those of the SEC and multiple states and countries, to address ESG concerns could result in new or more stringent forms of oversight and expand mandatory and voluntary reporting, diligence and disclosure, which could increase costs and require resources dedicated toward the collection and disclosure of data (such as information regarding potential risks of climate change or greenhouse gas emissions), and bring additional focus on and further impact our business, results of operations, and financial condition.

Further, if our ESG practices fail to meet investor, customer, consumer or employees’ evolving expectations and standards for responsible corporate citizenship in areas including environmental stewardship (including climate change, greenhouse gas emissions, packaging and waste), animal welfare, diversity, human capital management, and corporate governance and transparency, our reputation, brand, appeal to current and potential customers and investors, and employee retention may be negatively impacted, which could have a material adverse effect on our business, financial condition, and results of operations.

3 unchanged sentences

Unless and until we repay all outstanding borrowings under our securitized debt facility, we will remain subject to the restrictive terms of these borrowings.

The securitized debt facility, under which certain of our wholly-owned subsidiaries issued and guaranteed fixed rate notes and variable funding notes, contain a number of covenants, with the most significant financial covenant being a debt service coverage calculation.

covenant being a debt service coverage calculation.

These covenants limit our ability and the ability of certain of our subsidiaries to, among other things:

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If a rapid amortization event occurs under the indenture governing the securitized debt (including, without limitation, upon an event of default under the indenture or the failure to repay the securitized debt at the end of the applicable term), the funds available to us would be reduced or eliminated, which would in turn reduce our ability to operate or grow our business and materially adversely affect our financial condition or results of operations.

If we are unable to refinance or repay amounts under the securitized debt facility prior to the expiration of the applicable term, our cash flow would be directed to the repayment of the securitized debt and, other than management fees sufficient to cover

minimal selling, general and administrative expenses, would not be available for operating our business.

No assurance can be given that any refinancing or additional financing will be possible when needed or that we will be able to negotiate acceptable terms.

28 unchanged sentences

• establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

• establish that our board of directors is divided into three classes, with each class serving staggered three-year terms;

• prohibit cumulative voting in the election of directors.

10 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-K

Item 1A. Risk Factors