Form 8-K 2017 2nd Qtr.DOCX (00015283).DOCX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 6, 2025

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)


000-22012	41-1622691
(Commission File Number)	(I.R.S. Employer Identification Number)

605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441

(Address of Principal Executive Offices) (Zip Code)

(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, no par value per share	WINA	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 6, 2025, Jenele C. Grassle, a member of the Board of Directors (the “Board”) of Winmark Corporation (the “Company”) notified the Company that she will not stand for re-election at the Company’s Annual Meeting of Shareholders to be held on or about April 22, 2026. Ms. Grassle will continue to serve as a member of the Board until such meeting.

(d) Effective August 7, 2025, the Board increased the number of authorized directors of the company from seven to eight and elected Keith Credendino to serve on the Company’s Board.

Pursuant to the Company’s 2020 Stock Option Plan, in connection with his election to the Board, Mr. Credendino received an option to purchase 3,000 shares of the Company’s Common Stock.

A copy of the press release announcing Ms. Grassle’s decision not to run for re-election to the Board and Mr. Credendino’s election to the Board is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1

Press Release dated August 7, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WINMARK CORPORATION

Date: August 7, 2025	By:	/s/Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

Ex. 99.1

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES GOVERNANCE CHANGES

Minneapolis, MN (August 7, 2025) - Winmark Corporation (Nasdaq: WINA) announced today that Jenele C. Grassle has informed the company of her decision not to stand for re-election to the Winmark Board of Directors at its next Annual Meeting of Shareholders in April 2026. Ms. Grassle was elected to Winmark’s Board of Directors in 2001 and currently serves as a member of both the Compensation and Nominating Committees.

“Jenele’s contributions to Winmark over the past twenty-four years have been significant and meaningful. Over the course of her Board tenure, Jenele has been a key contributor and has led the effort to enhance the governance structure of the company by adding term limits. She has actively identified and recruited many of our current Board of Directors as well.” noted Brett D. Heffes, Chair and Chief Executive Officer. “I want to personally thank Jenele for her service on behalf of our shareholders and her dedication to helping us over the years. Her leadership has been exceptional, and I thank her for that.”

Additionally, the Company announced that it has named Keith Credendino to its Board of Directors and Audit Committee. Mr. Credendino has over 25 years of successful executive and technology leadership experience. Currently, Mr. Credendino is Chief Information and Technology Officer at Macy’s, Inc. (NYSE: M), a trusted source for quality brands through their iconic nameplates – Macy’s, Bloomingdale’s and Bluemercury. Prior to joining Macy’s, Mr. Credendino was Senior Vice President of Digital Technology & Enterprise Data at Inspire Brands, a multi-brand global restaurant company, and previously served as a technology executive at several enterprise organizations, including The Home Depot, InterContinental Hotels Group (IHG), and Cox Enterprises.

“I am thrilled that Keith will be joining our Board of Directors. His expertise in delivering technology solutions across a variety of retail and franchise companies will be invaluable to Winmark and our franchisees as we enhance our technology offerings and seek to fulfill our mission to provide Resale for Everyone®,” stated Mr. Heffes.

Winmark - the Resale Company®, is a nationally recognized franchisor focused on sustainability and small business formation. We champion and guide entrepreneurs interested in operating one of our award winning resale franchises: Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®. At June 28, 2025, there were 1,371 franchises in operation and over 2,800 available territories. An additional 77 franchises have been awarded but are not open.

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to future events or the future financial performance of the Company. Such forward-looking statements are only

predictions or statements of intention subject to risks and uncertainties and actual events or results could differ materially from those anticipated. Because actual result may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.