What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-11-04 · 78 added, 141 removed, 261 unchanged (46% of the section changed)

4 unchanged sentences

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

September 27,

2026 December 27,

11 unchanged sentences

Investments 88,358 87,164

Other non-current assets 39,651 29,700

Other non-current assets, net 40,672 42,964

Total assets $ 648,886 $ 693,409

16 unchanged sentences

100,000,000 shares authorized;

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

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

Additional paid-in-capital 213 1,529

8 unchanged sentences

(amounts in thousands, except per share data)

Thirteen Weeks Ended Thirty-Nine Weeks Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Thirteen Weeks Ended

2026 March 29,

Royalty revenue, franchise fees and other $ 87,470 $ 78,775

28 unchanged sentences

Consolidated Statements of Stockholders' Deficit

For the Thirty-Nine Weeks Ended September 28, 2024

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

(amounts in thousands, except share data)

Shares Amount Additional

Paid-In Capital

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

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

Balance at December 27, 2025 27,540,619 $ 275 $ 1,529 $ ( 744,915 ) $ 6,349 $ ( 736,762 )

1 unchanged sentence

Shares issued under stock plans 101,952 1 ( 1 ) — — —

Tax payments for restricted stock upon vesting ( 10,860 ) — — ( 3,717 ) — ( 3,717 )

Stock-based compensation expense, net of forfeitures — — 3,812 — — 3,812

Dividends declared on common stock and equivalents — — ( 6,277 ) ( 262 ) — ( 6,539 )

Currency translation adjustment — — — — ( 24 ) ( 24 )

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 ( 374,324 ) ( 4 ) ( 6,034 ) ( 72,480 ) — ( 78,518 )

3 unchanged sentences

Currency translation adjustment — — — — ( 1,721 ) ( 1,721 )

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.

AND SUBSIDIARIES

Consolidated Statements of Stockholders' Deficit

For the Thirty-Nine Weeks Ended September 27, 2025

(amounts in thousands, except share data)

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

Shares Amount Additional

Paid-In Capital Retained Deficit Accumulated Other Comprehensive Income (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 )

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)

Thirty-Nine Weeks Ended

September 27,

2025 September 28,

Thirteen Weeks Ended

2026 March 29,

Operating activities

4 unchanged sentences

Stock-based compensation expense 4,823 5,312

Non cash investment income ( 2,406 ) ( 1,467 )

Loss on disposal of assets — 6,535

11 unchanged sentences

Purchases of property and equipment ( 17,725 ) ( 8,022 )

Acquisition of restaurants from franchisee ( 9,221 ) ( 14,048 )

Proceeds from sales of assets — 17,330

3 unchanged sentences

Financing activities

Proceeds from exercise of stock options 1,118 1,254

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

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

The Company’s restaurant base is approximately 98 % franchised, with 3,096 franchised locations (including 500 restaurants in international locations and U.S.

territories) and 55 company-owned restaurants as of September 27, 2025.

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

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.

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

In the Company’s opinion, all necessary adjustments have been made for the fair presentation of the results of the interim periods presented.

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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 September 27, 2025 and December 28, 2024 were as follows (in thousands):

September 27, 2025 December 28, 2024

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 and cash equivalents $ 128,816 $ 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 Thirty-Nine Weeks Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Thirteen Weeks Ended

2026 March 29,

Basic weighted average shares outstanding 27,481 28,385

1 unchanged sentence

Diluted weighted average shares outstanding 27,593 28,509

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.

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.

(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 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.

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.

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.

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

2023 & 2024 ASR Agreements

— $ — 317,202 $ 292.28

Share repurchases

374,324 208.08 901,191 243.81

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

On March 5, 2026, the Company’s Board of Directors authorized the purchase of up to an additional $ 300.0 million of the Company’s 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 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.

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 liability.

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

Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.

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

WINGSTOP INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

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

Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.

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

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 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):

September 27, 2025 December 28, 2024

Certain assets are measured at fair value on a non-recurring basis using Level 3 inputs.

The fair value of the Company’s preference share investment in the Company’s United Kingdom master franchisee, Lemon Pepper Holdings Ltd.

(“LPH”), which is accounted for as a held-to-maturity debt security, was estimated using a discounted cash flow model that incorporates unobservable inputs, including expected cash flows, discount rates, and an assumed maturity term of approximately five years.

Based on this valuation approach, the estimated fair value of the preference share investment was determined at $ 94.5 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

Fair Value Carrying

6 unchanged sentences

Level 2 $ 500,000 $ 507,715 $ 500,000 $ 514,500

Investments in debt securities (2)

Investment in preference shares of LPH (2)

Level 3 $ 86,527 $ 94,525 $ 85,597 $ 87,482

1 unchanged sentence

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

The preference shares are accounted for as held-to-maturity debt securities at amortized cost.

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

1 unchanged sentence

(5) Income Taxes

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 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.

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.

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.

WINGSTOP INC.

3 unchanged sentences

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

September 27, 2025 December 28, 2024

March 28, 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 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.

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.

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.

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 thirty-nine weeks ended September 27, 2025, the Company granted 94,093 restricted stock units (“RSUs”) to certain employees.

During the thirteen weeks ended March 28, 2026, the Company granted 38,984 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 $ 236.25 per unit.

In addition, the Company granted 92,096 performance stock units (“PSUs”) to certain employees during the thirty-nine weeks ended September 27, 2025.

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

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 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

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

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.

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.

(9) Investments

In the first fiscal quarter of 2025, LPH, which is an unconsolidated equity method investment of the Company, completed a transaction to sell all its outstanding equity to a third party.

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 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.

Interest income related to the securities will be recognized using the effective interest method in “Interest expense, net” on the Consolidated Statements of Comprehensive Income.

The fair value of the debt securities approximates the current carrying value and was determined using Level 3 inputs.

Held-to-maturity debt securities are evaluated for credit losses on a quarterly basis under the current expected credit loss (“CECL”) methodology with an allowance recorded in “Investments” on the Consolidated Balance Sheets for expected lifetime credit losses.

When evaluating an investment for its current expected credit losses, the Company reviews factors such as credit ratings, term and macroeconomic trends, including current conditions and forecasts to the extent they are reasonable and supportable.

In connection with the investment in preference shares during the fiscal first quarter 2025, the Company recorded a provision for credit losses of $ 4.7 million in “Investment income, net” on the Consolidated Statements of Comprehensive Income.

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.

In the first fiscal quarter of 2025, LPH, which was an unconsolidated equity method investment of the Company, completed a transaction to sell all its outstanding equity to a third party.

The Company received proceeds of $ 107.7 million and recognized a gain of $ 97.2 million in Investment (income) expense on the Consolidated Statements of Comprehensive Income.

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.

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.

(10) Revenue from Contracts with Customers

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

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

Royalty revenue $ 76,801 $ 71,947

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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 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.

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.

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 September 27, 2025.

WINGSTOP INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(11) Acquisitions of Company-owned Restaurants

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.

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.

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.

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

WINGSTOP INC.

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Thirteen Weeks Ended

2026 March 29,

Royalty revenue, franchise fees and other $ 87,470 $ 78,775

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Amortization of capitalized system implementation costs 467 —

Restructuring charges 2,390 —

Stock-based compensation expense 4,823 5,312

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Interest expense, net 9,764 8,910

Loss on debt extinguishment and financing transactions — — — —

Investment (income) expense 72 ( 93,839 )

3 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