Winmark Corporation

Winmark Corporation_May 5, 2026

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): May 5, 2026

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 May 5, 2026, Lawrence A. Barbetta, a member of the Board of Directors (the “Board”) of Winmark Corporation (the “Company”) notified the Company that he will not stand for re-election at the Company’s Annual Meeting of Shareholders to be held on or about April 21, 2027, in accordance with the Company’s independent director term limits. Mr. Barbetta will continue to serve as a member of the Board until such meeting.

(d) Effective May 5, 2026, the Board increased the number of authorized directors of the company from seven to eight and elected Stephanie S. Hoppe to serve on the Company’s Board.

Pursuant to the Company’s 2020 Stock Option Plan, in connection with her election to the Board, Ms. Hoppe received an option to purchase 3,400 shares of the Company’s Common Stock.

A copy of the press release announcing Mr. Barbetta’s decision not to run for re-election to the Board and Ms. Hoppe’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 May 6, 2026

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: May 6, 2026	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 (May 6, 2026) - Winmark Corporation (Nasdaq: WINA) announced today that Lawrence A. Barbetta has informed the company of his decision not to stand for re-election to the Winmark Board of Directors at its next Annual Meeting of Shareholders in April 2027, in accordance with the Company’s independent director term limits. Mr. Barbetta was elected to Winmark’s Board of Directors in 2012 and currently serves as a member of the Audit Committee.

“Larry Barbetta’s service to Winmark since joining our Board has been significant and impactful. He has brought an important perspective to our Board and Audit Committee discussions, grounded in his experience building and leading technology and analytics businesses,” stated Brett D. Heffes, Chair and Chief Executive Officer. “On behalf of our shareholders, I want to personally thank Larry for his dedication, insight and contributions to Winmark.”

Additionally, the Company announced that it has appointed Stephanie S. Hoppe to its Board of Directors and to the Compensation and Nominating Committees. Ms. Hoppe brings more than 20 years of senior marketing and brand leadership experience across consumer, franchise, and multi-unit retail businesses, with deep expertise in omnichannel strategy, digital marketing, brand positioning, and consumer insights. She currently serves as Vice President of Omnichannel Marketing at Casey’s General Stores, Inc. (Nasdaq: CASY), a leading convenience store retailer operating in nineteen states across the Midwest and Southern United States. Prior to joining Casey’s, Ms. Hoppe held senior marketing roles with major multi-unit retailers and franchisors, including Cicis Pizza and 7-Eleven.

“I am thrilled that Ms. Hoppe will be joining our Board of Directors,” stated Mr. Heffes. “Steph’s background in consumer engagement, data-driven marketing, omnichannel growth, and customer loyalty will be invaluable to Winmark and our franchisees. She has a proven track record of enabling data-driven consumer marketing strategies across both franchise and multi-unit retail environments. I look forward to working with her to support our franchisees and to accelerate our mission to provide Resale for Everyone®.”

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 March 28, 2026, there were 1,383 franchises in operation and over 2,800 available territories. An additional 79 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 results may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.