Winmark Corp 8-K, filed Oct 14, 2026
Winmark Corp (WINA)
About this 8-K
Winmark Corp filed this 8-K on October 14, 2026, reporting on events of October 13, 2026.
Winmark Corporation reported net income of $11,818,100, or $3.21 per diluted share, for the quarter ended September 26, 2026. Its board approved a $1.02 quarterly dividend and $4.00 special dividend per share, both payable December 1, 2026. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(
(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:
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: |
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 2.02Results of Operations and Financial Condition
On October 14, 2026, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the third quarter ended September 26, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01Regulation FD Disclosure
On October 14, 2026, the Company announced in a press release its results of operations and financial condition for the third quarter ended September 26, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On October 14, 2026, the Company also announced in a press release that its Board of Directors approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $1.02 per share will be paid on December 1, 2026, to shareholders of record at the close of business on November 11, 2026. Additionally, the Board of Directors approved the payment of a special dividend to its shareholders. The special dividend of $4.00 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. The total amount of the special dividend will be approximately $14.2 million based on the current number of shares outstanding. Future dividends will be subject to Board approval. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 8.01Other Events
On October 14, 2026, the Company announced in a press release that its Board of Directors approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $1.02 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. Additionally, the Board of Directors approved the payment of a special dividend to its shareholders. The special dividend of $4.00 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. The total amount of the special dividend will be approximately $14.2 million based on the current number of shares outstanding. Future dividends will be subject to Board approval. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
On October 13, 2026, the Company also announced to its franchisee network the implementation of separate North American Ad Funds (“Ad Funds”) for its Once Upon A Child® and Play It Again Sports® brands.
Pursuant to the Company’s franchise agreements and system standards, franchisees operating Once Upon A Child and Play It Again Sports locations will be required to contribute an amount equal to 2% of sales to the applicable Ad Fund, commencing on January 31, 2027. As a result of this implementation, Once Upon A Child and Play It Again Sports franchisees will be required to spend 6% (up from 5%) of their sales on marketing, of which 2% will be contributed to the applicable Ad Fund. Contributions to the Ad Funds will be used to develop brand-specific creative and working media and to make marketing infrastructure improvements to increase brand visibility. If the Ad Funds had been in place during fiscal 2025, contributions to the Once Upon A Child and Play It Again Sports Ad Funds would have been approximately $10.9 million and $7.0 million, respectively.
A portion of the Ad Funds’ proceeds will cover reasonable costs incurred by the Company in administering the Ad Funds, including investments in personnel or contractors and continued corporate investment in marketing activities.
The implementation of each Ad Fund is consistent with the Company’s existing franchise agreements, system standards, and franchise disclosure documents and does not amend the terms of any of the Company’s franchise agreements.
The Company anticipates that the primary impact on its financial statements from implementing the Ad Funds will be an increase in revenues and a corresponding increase in expenses.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
99.1 | | |
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: October 14, 2026 | By: | /s/ Anthony D. Ishaug |
| Anthony D. Ishaug | |
| Chief Financial Officer and Treasurer | |
Exhibit 99.1
Contact:Anthony D. Ishaug
763/520-8500
FOR IMMEDIATE RELEASE
WINMARK CORPORATION ANNOUNCES
THIRD QUARTER RESULTS
Minneapolis, MN (October 14, 2026) - Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended September 26, 2026 of $11,818,100 or $3.21 per share diluted compared to net income of $11,136,500 or $3.02 per share diluted in 2025. For the nine months ended September 26, 2026, net income was $31,467,700 or $8.51 per share diluted compared to net income of $31,694,200 or $8.61 per share diluted for the same period last year. 2025 year-to-date results included $2.2 million of leasing income from the settlement of customer litigation.
“During the quarter, Winmark launched the North American Advertising Fund for Plato’s Closet and recently delivered a point-of-sale pilot at one of our franchised locations. Additionally, we have announced North American Advertising Funds for our Once Upon A Child and Play It Again Sports brands for campaigns starting in 2027,” stated Brett D. Heffes, Chair and Chief Executive Officer. “For many years Winmark and our franchisees have underinvested in the marketing necessary to consistently amplify our message across North America. We are taking the appropriate steps to expand awareness of our brands.”
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 September 26, 2026, there were 1,398 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.
WINMARK CORPORATION
CONDENSED BALANCE SHEETS
(Unaudited)
| | September 26, 2026 | | December 27, 2025 | ||
ASSETS | ||||||
Current Assets: | | | | | | |
Cash and cash equivalents | | $ | 27,964,200 | | $ | 10,295,700 |
Restricted cash | | | 150,000 | | | 165,000 |
Receivables, net | | | 2,253,300 | | | 1,483,500 |
Income tax receivable | | | — | | | 463,600 |
Inventories | | | 789,200 | | | 362,500 |
Prepaid expenses | | | 1,447,200 | | | 1,325,700 |
Total current assets | | | 32,603,900 | | | 14,096,000 |
| | | | | | |
Property and equipment, net | | | 1,214,400 | | | 1,219,000 |
Operating lease right of use asset | | | 1,482,300 | | | 1,761,500 |
Intangible assets, net | | | 2,020,800 | | | 2,286,300 |
Capitalized software | | | 2,272,400 | | | — |
Goodwill | | | 607,500 | | | 607,500 |
Other assets | | | 528,500 | | | 506,400 |
Deferred income taxes | | | 4,304,900 | | | 4,407,400 |
| | $ | 45,034,700 | | $ | 24,884,100 |
| | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||
Current Liabilities: | | | | | | |
Accounts payable | | $ | 1,824,800 | | $ | 1,673,900 |
Income tax payable | | | 100,200 | | | — |
Accrued liabilities | | | 6,612,500 | | | 2,324,800 |
Deferred revenue | | | 1,666,900 | | | 1,667,300 |
Total current liabilities | | | 10,204,400 | | | 5,666,000 |
Long-Term Liabilities: | | | | | | |
Line of credit/Term loan | | | 30,000,000 | | | 30,000,000 |
Notes payable, net | | | 29,974,700 | | | 29,961,000 |
Deferred revenue | | | 8,447,400 | | | 8,350,100 |
Operating lease liabilities | | | 1,869,500 | | | 2,414,200 |
Other liabilities | | | 1,936,000 | | | 2,175,200 |
Total long-term liabilities | | | 72,227,600 | | | 72,900,500 |
Shareholders’ Equity (Deficit): | | | | | | |
Common stock, no par, 10,000,000 shares authorized, 3,559,195 and | | | 15,181,700 | | | 19,612,800 |
Retained earnings (accumulated deficit) | | | (52,579,000) | | | (73,295,200) |
Total shareholders’ equity (deficit) | | | (37,397,300) | | | (53,682,400) |
| | $ | 45,034,700 | | $ | 24,884,100 |
2
Winmark Corporation
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 26, 2026 | | September 27, 2025 | | September 26, 2026 | | September 27, 2025 | | ||||
Revenue: | | | | | | | | | | | | | |
Royalties | | $ | 21,707,800 | | $ | 20,911,300 | | $ | 61,087,600 | | $ | 57,348,000 | |
North American advertising fund | | | 3,825,300 | | | — | | | 3,825,300 | | | — | |
Software | | | 497,100 | | | 93,100 | | | 678,900 | | | 278,900 | |
Franchise fees | | | 330,100 | | | 417,600 | | | 1,092,500 | | | 1,088,100 | |
Merchandise sales | | | 1,031,500 | | | 693,600 | | | 2,544,700 | | | 2,438,500 | |
Leasing income | | | — | | | 46,600 | | | — | | | 2,401,100 | |
Other | | | 498,700 | | | 470,700 | | | 1,477,200 | | | 1,414,800 | |
Total revenue | | | 27,890,500 | | | 22,632,900 | | | 70,706,200 | | | 64,969,400 | |
North American advertising fund expense | | | 3,825,300 | | | — | | | 3,825,300 | | | — | |
Cost of merchandise sold | | | 947,300 | | | 663,300 | | | 2,384,200 | | | 2,318,100 | |
Selling, general and administrative expenses | | | 7,332,100 | | | 7,046,400 | | | 22,708,200 | | | 21,070,500 | |
Income from operations | | | 15,785,800 | | | 14,923,200 | | | 41,788,500 | | | 41,580,800 | |
Interest expense | | | (610,300) | | | (610,300) | | | (1,834,000) | | | (1,833,900) | |
Interest and other income | | | 242,100 | | | 310,300 | | | 516,500 | | | 714,800 | |
Income before income taxes | | | 15,417,600 | | | 14,623,200 | | | 40,471,000 | | | 40,461,700 | |
Provision for income taxes | | | (3,599,500) | | | (3,486,700) | | | (9,003,300) | | | (8,767,500) | |
Net income | | $ | 11,818,100 | | $ | 11,136,500 | | $ | 31,467,700 | | $ | 31,694,200 | |
Earnings per share - basic | | $ | 3.29 | | $ | 3.13 | | $ | 8.79 | | $ | 8.94 | |
Earnings per share - diluted | | $ | 3.21 | | $ | 3.02 | | $ | 8.51 | | $ | 8.61 | |
Weighted average shares outstanding - basic | | | 3,588,328 | | | 3,553,211 | | | 3,581,906 | | | 3,543,766 | |
Weighted average shares outstanding - diluted | | | 3,685,668 | | | 3,693,154 | | | 3,697,251 | | | 3,679,745 | |
3
Winmark Corporation
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| | Nine Months Ended | | ||||
| | September 26, 2026 | | September 27, 2025 | | ||
OPERATING ACTIVITIES: | | | | | | | |
Net income | | $ | 31,467,700 | | $ | 31,694,200 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
Depreciation of property and equipment | |
| 281,300 | |
| 295,500 | |
Amortization of intangible assets | | | 265,500 | | | 265,500 | |
Compensation expense related to stock options | |
| 1,917,200 | |
| 1,666,900 | |
Deferred income taxes | |
| 102,600 | |
| 160,100 | |
Operating lease right of use asset amortization | | | 279,200 | | | 252,700 | |
Tax benefits on exercised stock options | |
| 898,800 | |
| 1,091,900 | |
Change in operating assets and liabilities: | | | | | | | |
Receivables | |
| (769,800) | |
| (316,500) | |
Income tax receivable/payable | |
| (335,000) | |
| (998,500) | |
Inventories | |
| (426,700) | |
| 113,900 | |
Prepaid expenses | |
| (121,600) | |
| (44,500) | |
Other assets | | | (22,100) | | | (5,000) | |
Accounts payable | |
| 150,900 | |
| (188,800) | |
Accrued and other liabilities | |
| 1,763,500 | |
| 2,054,900 | |
Deferred revenue | |
| 96,900 | |
| 331,500 | |
Net cash provided by operating activities | |
| 35,548,400 | |
| 36,373,800 | |
INVESTING ACTIVITIES: | | | | | | | |
Capitalized software | | | (2,272,400) | | | — | |
Purchase of property and equipment | |
| (276,700) | |
| (172,700) | |
Net cash used for investing activities | |
| (2,549,100) | |
| (172,700) | |
FINANCING ACTIVITIES: | | | | | | | |
Repurchases of common stock | |
| (8,091,600) | |
| (2,418,700) | |
Proceeds from exercises of stock options | |
| 3,497,200 | |
| 3,754,000 | |
Dividends paid | |
| (10,751,400) | |
| (9,991,400) | |
Net cash used for financing activities | |
| (15,345,800) | |
| (8,656,100) | |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
| 17,653,500 | |
| 27,545,000 | |
Cash, cash equivalents and restricted cash, beginning of period | |
| 10,460,700 | |
| 12,329,800 | |
Cash, cash equivalents and restricted cash, end of period | | $ | 28,114,200 | | $ | 39,874,800 | |
| | | | | | | |
SUPPLEMENTAL DISCLOSURES: | | | | | | | |
Cash paid for interest | | $ | 1,802,900 | | $ | 1,815,500 | |
Cash paid for income taxes | | $ | 8,210,800 | | $ | 8,514,100 | |
| | | | | | | |
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES | | | | | | | |
During the nine months ended September 26, 2026, the Company repurchased $9.85 million of its common stock under its share repurchase program. At September 26, 2026, $1.75 million of such repurchases was included in Accrued liabilities within the Condensed Balance Sheets. Cash payments for repurchased shares during the quarter totaled $8.10 million. | | ||||||
| | | | | | | |
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Balance Sheets to the total of the same amounts shown above: | |||||||
| | Nine Months Ended | | ||||
| | September 26, 2026 | | September 27, 2025 | | ||
Cash and cash equivalents | | $ | 27,964,200 | | $ | 39,734,800 | |
Restricted cash | |
| 150,000 | |
| 140,000 | |
Total cash, cash equivalents and restricted cash | | $ | 28,114,200 | | $ | 39,874,800 | |
4
Exhibit 99.2
Contact:Anthony D. Ishaug
763/520-8500
FOR IMMEDIATE RELEASE
WINMARK CORPORATION ANNOUNCES
QUARTERLY CASH DIVIDEND AND SPECIAL DIVIDEND
Minneapolis, MN (October 14, 2026) - Winmark Corporation (Nasdaq: WINA) announced today that its Board of Directors approved the payment of a quarterly cash dividend to shareholders. The quarterly dividend of $1.02 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. Future dividends will be subject to Board approval.
Additionally, the Board of Directors approved the payment of a special dividend to shareholders. The special dividend of $4.00 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. The total amount of the special dividend will be approximately $14.2 million based on the current number of shares outstanding. It is anticipated that Winmark will use cash on hand to finance the special dividend. Future dividends will be subject to board approval.
“We are retaining higher levels of cash than in recent years to provide additional flexibility with respect to share repurchases as well as the upcoming maturity of $60 million of debt over the next thirty months. We believe this is the appropriate move for our capital structure,” stated Brett D. Heffes, Chair and Chief Executive Officer.
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 September 26, 2026, there were 1,398 franchises in operation and over 2,800 available territories. An additional 79 franchises have been awarded but are not open.