Wingstop Inc 10-Q for FY2026 Q3
Wingstop Inc. (WING)
10-Q
2026-10-28
For: 2026-09-26
View Original
Added on
October 28, 2026
About this 10-Q
Wingstop Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 26, 2026 (FY2026 Q3).
Wingstop reported fiscal third quarter 2026 revenue of $185.1 million, up 5.3%; domestic same store sales decreased 5.4%, while net income increased 2.2% to $29.1 million. AI summary
Headline figures
Quarter ended September 26, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $185.13M
- up 5.3% from $175.74M a year earlier
- Net income
- $29.1M
- up 2.2% from net income of $28.48M a year earlier
- Diluted EPS
- $1.07
- up 4.9% from $1.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 26, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____ to _____
Commission File No. 001-37425
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(972 ) 686-6500
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
On October 27, 2026 there were 27,053,133 shares of common stock outstanding.
TABLE OF CONTENTS
| Page | ||||||||
PART I | ||||||||
| Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WINGSTOP INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(amounts in thousands, except share and par value amounts)
| September 26, 2026 | December 27, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Advertising fund assets, restricted | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Trademarks | |||||||||||
| Investments | |||||||||||
| Other non-current assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' deficit | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Current portion of operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Advertising fund liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred revenues, net of current | |||||||||||
| Deferred income tax liabilities, net | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (see Note 7) | |||||||||||
| Stockholders' deficit | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | |||||||||||
| Total stockholders' deficit | ( | ( | |||||||||
| Total liabilities and stockholders' deficit | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
4
WINGSTOP INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(amounts in thousands, except per share data)
(Unaudited)
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Royalty revenue, franchise fees and other | $ | $ | $ | $ | |||||||||||||||||||
| Advertising fees | |||||||||||||||||||||||
| Company-owned restaurant sales | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of sales (1) | |||||||||||||||||||||||
| Advertising expenses | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Loss on disposal of assets | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Investment (income) expense | ( | ||||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Currency translation adjustment | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
(1) Cost of sales includes all operating expenses of company-owned restaurants, including advertising expenses, and excludes depreciation and amortization, which are presented separately.
See accompanying notes to consolidated financial statements.
5
WINGSTOP INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Deficit
For the Thirty-Nine Weeks Ended September 26, 2026
(amounts in thousands, except share data)
(Unaudited)
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||
| Balance at December 27, 2025 | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock plans | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Tax payments for restricted stock upon vesting | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock and equivalents | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance at March 28, 2026 | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Tax payments for restricted stock upon vesting | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock and equivalents | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance at June 27, 2026 | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Tax payments for restricted stock upon vesting | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock and equivalents | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance at September 26, 2026 | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
6
WINGSTOP INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Deficit
For the Thirty-Nine Weeks Ended September 27, 2025
(amounts in thousands, except share data)
(Unaudited)
| Common Stock | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||
| Balance at December 28, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Shares issued under stock plans | ( | — | — | ||||||||||||||||||||||||||||||||
| Purchases of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Tax payments for restricted stock upon vesting | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends declared on common stock and equivalents | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | — | ||||||||||||||||||||||||||||||||
| Tax payments for restricted stock upon vesting | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends declared on common stock and equivalents | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | — | ||||||||||||||||||||||||||||||||
| Purchases of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Tax payments for restricted stock upon vesting | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends declared on common stock and equivalents | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
WINGSTOP INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)
| Thirty-Nine Weeks Ended | |||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | |||||||||||
| Stock-based compensation expense | |||||||||||
| Non-cash investment income | ( | ( | |||||||||
| Loss on disposal of assets | |||||||||||
| Gain on sale of investment | ( | ||||||||||
| Amortization of debt issuance costs | |||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Advertising fund assets and liabilities, net | ( | ||||||||||
| Accounts payable and other current liabilities | ( | ||||||||||
| Deferred revenue | |||||||||||
| Other non-current liabilities | ( | ||||||||||
| Cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Acquisition of restaurants from franchisees | ( | ( | |||||||||
| Proceeds from sales of assets | |||||||||||
| Payments for investments | ( | ||||||||||
| Proceeds from sale of investments | |||||||||||
| Cash (used in) provided by investing activities | ( | ||||||||||
| Financing activities | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Purchases of common stock | ( | ( | |||||||||
| Tax payments for restricted stock upon vesting | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Cash used in financing activities | ( | ( | |||||||||
| Net change in cash, cash equivalents, and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
| Supplemental information: | |||||||||||
| Accrued capital expenditures | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
8
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation and Update to Significant Accounting Policies
Nature of operations. 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 26, 2026, the Company had a total of 3,331 restaurants system-wide. The Company’s restaurant base is approximately 98 % franchised, with 3,260 franchised locations (including 544 restaurants in international locations and U.S. territories) and 71 company-owned restaurants as of September 26, 2026.
Basis of presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. 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 26, 2026 and December 27, 2025, and operating results are for the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025.
Certain reclassifications have been made to the financial statements and accompanying footnotes to conform to the Company’s current period presentation.
Fiscal year. The Company uses a 52- or 53-week fiscal year that ends on the last Saturday of the calendar year. Fiscal years 2026 and 2025 each have 52 weeks.
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 26, 2026 and December 27, 2025 were as follows (in thousands):
| September 26, 2026 | December 27, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Restricted cash, included in Advertising fund assets, restricted | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
Recently issued accounting pronouncements. We reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements. There have been no changes to the recently issued accounting pronouncements not yet adopted that were previously disclosed in the Annual Report.
(2) Earnings per Share
Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities convertible into, or other contracts to issue, common stock were exercised or converted into common stock. For the calculation of diluted earnings per share, the basic weighted average number of shares is increased by the dilutive effect of the exercise and vesting of stock options and service-based and performance-based restricted stock units, respectively, as determined using the treasury stock method.
9
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
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 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
| Dilutive shares | |||||||||||||||||||||||
| Diluted weighted average shares outstanding | |||||||||||||||||||||||
For the thirteen weeks ended September 26, 2026 and September 27, 2025, equity awards representing approximately 183,000 and 1,000 shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.
(3) Stockholders’ Deficit
Dividends
In connection with the Company’s regular dividend program, our Board of Directors declared a quarterly dividend of $0.33 per share of common stock in the third quarter of 2026.
Subsequent to the third quarter, on October 27, 2026, our Board of Directors declared a regular quarterly dividend of $0.33 per share of common stock for stockholders of record as of November 13, 2026. The regular quarterly dividend is to be paid on December 4, 2026, totaling approximately $9.0 million.
Share Repurchase Program
The following table summarizes shares repurchased and retired, and the average price per share, during the periods presented:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||
# of shares | Weighted average price per share | # of shares | Weighted average price per share | ||||||||||||||||||||||||||||||||
| 2023 & 2024 ASR Agreements | $ | $ | |||||||||||||||||||||||||||||||||
| Share repurchases | |||||||||||||||||||||||||||||||||||
| Total share repurchases | $ | $ | |||||||||||||||||||||||||||||||||
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. Pursuant to the terms of the ASR Agreement, the Company paid the financial institution $250.0 million and, on December 9, 2024, the Company received and retired 551,325 shares of its common stock. The final settlement under the ASR Agreement occurred on February 20, 2025, and the Company received and retired an additional 317,202 shares of common stock. In connection with the ASR Agreement, the Company received and retired a total of 868,527 shares of common stock at an average price of $287.84 per share. 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 26, 2026, the Company repurchased and retired 565,012 shares of its common stock at an average price of $182.10 per share. As of September 26, 2026, $288.4 million remained available under the Share Repurchase Program.
10
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(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.
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. 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 $100 million. The carrying value of the investment as of September 26, 2026 was $91.5 million, net of an allowance for credit losses of $5.5 million.
The carrying value and estimated fair value of debt and the investment in debt securities are summarized as follows (in thousands):
Fair Value Hierarchy | September 26, 2026 | December 27, 2025 | |||||||||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||||||
| Securitized Financing Facility: | |||||||||||||||||||||||||||||
2020-1 Class A-2 Senior Secured Notes (1) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
2022-1 Class A-2 Senior Secured Notes (1) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
2024-1 Class A-2 Senior Secured Notes (1) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
Investment in preference shares of LPH (2) | Level 3 | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) The fair values of the 2020-1, 2022-1, and 2024-1 Class A-2 Senior Secured Notes were estimated using available market information.
(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.
The fair value of the assets and liabilities of the Company that are required to be measured at fair value on a recurring basis were not significant at September 26, 2026 or December 27, 2025. The Company also measures certain non-financial assets (primarily long-lived assets, intangible assets, and goodwill) at fair value on a non-recurring basis in connection with its periodic evaluations of such assets for potential impairment.
(5) Income Taxes
Income tax expense and the effective tax rate were $10.9 million and 27.3 %, respectively, for the thirteen weeks ended September 26, 2026, and $11.2 million and 28.1 %, respectively, for the thirteen weeks ended September 27, 2025. Income tax expense and the effective tax rate were $35.0 million and 27.9 %, respectively, for the thirty-nine weeks ended September 26, 2026, and $52.1 million and 26.1 %, respectively, for the thirty-nine weeks ended September 27, 2025. The change in the effective tax rate was primarily due to a change in state income taxes and other non-deductible items. The decrease in total tax expense for the thirty-nine weeks ended September 26, 2026 is primarily related to the taxable gain on the sale of our non-controlling interest in LPH during the first fiscal quarter of 2025.
11
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(6) Debt Obligations
Long-term debt consisted of the following components (in thousands):
| September 26, 2026 | December 27, 2025 | ||||||||||
| 2020-1 Class A-2 Senior Secured Notes | $ | $ | |||||||||
| 2022-1 Class A-2 Senior Secured Notes | |||||||||||
| 2024-1 Class A-2 Senior Secured Notes | |||||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Total debt | |||||||||||
The Company’s outstanding debt was issued by Wingstop Funding LLC, a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary of Wingstop Inc. 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.
As of September 26, 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 as the repayment date is more than one year from September 26, 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.
(7) Commitments and Contingencies
The Company is subject to legal proceedings, claims, and liabilities, including claims and actions resulting from employment-related and franchise-related matters, which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of ultimate liability with respect to such actions is not likely to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.
(8) Stock-Based Compensation
During the thirty-nine weeks ended September 26, 2026, the Company granted 68,872 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 $188.60 per unit.
In addition, the Company granted 54,326 performance stock units (“PSUs”) to certain employees during the thirty-nine weeks ended September 26, 2026. Of the total PSUs granted, 37,122 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.
An additional 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 awards.
12
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
The remaining 12,893 PSUs granted are subject to a service condition and performance vesting conditions based on the Company’s net new unit growth and Adjusted EBITDA growth, and include a same store sales growth modifier, over a three-year performance period (“Growth PSUs”). The Growth 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 Growth PSUs is 200 % based on the level of performance achieved for the awards.
The PSUs had a weighted-average grant-date fair value of $189.67 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.
(9) Investments
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 are 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 an additional provision for credit losses of $0.5 million in Investment (income) expense on the Consolidated Statements of Comprehensive Income during the third fiscal quarter of 2026.
The Company’s 18.75 % ownership interest in ordinary shares is accounted for using the equity method, and 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 26, 2026 and September 27, 2025 (in thousands):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Royalty revenue | $ | $ | $ | $ | |||||||||||||||||||
| Franchise fees and other | |||||||||||||||||||||||
| Royalty revenue, franchise fees and other | |||||||||||||||||||||||
| Advertising fees | |||||||||||||||||||||||
| Company-owned restaurant sales | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
Franchise fee, development fee, and international territory fee payments received by the Company are recorded as deferred revenue on the Consolidated Balance Sheets, which represents a contract liability. 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 14.2 million and $13.6 million of deferred revenue as of September 26, 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 26, 2026.
13
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
On May 27, 2026, the Company launched Club Wingstop, its first customer loyalty program. The program allows customers to earn loyalty points redeemable for future purchases of the Company’s products. The loyalty points represent a material right and therefore a separate performance obligation. When an enrolled customer purchases Wingstop products, a portion of the transaction price is deferred as a contract liability until points are redeemed or expire. Points expire twelve months after issuance. The contract liability recorded for the loyalty program is immaterial to the Company’s financial statements for the thirteen and thirty-nine weeks ended September 26, 2026.
(11) Restaurant Transactions
The Company acquired thirteen existing restaurants from two franchisees during the thirty-nine weeks ended September 26, 2026 and three existing restaurants from a franchisee during the thirty-nine weeks ended September 27, 2025. None of these acquisitions were individually significant to our consolidated financial statements. Accordingly, the preliminary purchase price allocations have been presented on an aggregated basis. The total purchase prices are reflected in the table below and were all funded by cash flows 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 | ||||||||
| September 26, 2026 | September 27, 2025 | |||||||
| Working capital | $ | $ | ||||||
| Property and equipment | ||||||||
| Leasehold improvements | ||||||||
| Reacquired franchise rights | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Operating lease liabilities | ( | |||||||
| Other liabilities | ( | |||||||
| Total purchase price | $ | $ | ||||||
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 acquisitions is expected to be deductible for federal income tax purposes. The purchase price allocation remains preliminary for the 2026 acquisitions and reflects management’s current estimates, including preliminary work performed by third-party valuation specialists, as applicable. The Company is continuing to obtain information necessary to finalize the fair values of assets acquired and liabilities assumed during the measurement period.
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. Additionally, post-acquisition revenue and earnings of the acquired stores are not material in the current period.
The fair value measurement of tangible and intangible assets and liabilities as of the acquisition date is based on significant inputs not observed in the market and thus represents a Level 3 fair value measurement. Fair value measurements for reacquired franchise rights were determined using the income approach. Fair value measurements for property and equipment and other tangible assets and liabilities were determined using the cost approach.
14
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(12) Segment Information
The Company has one reportable segment, and the measure of restaurant segment assets is reported as Total assets on the Consolidated Balance Sheets.
Financial information for the Company’s reportable segment is as follows (in thousands):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Royalty revenue, franchise fees and other | $ | $ | $ | $ | |||||||||||||||||||||||||
| Advertising fees | |||||||||||||||||||||||||||||
| Company-owned restaurant sales | |||||||||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Food, beverage and packaging costs | |||||||||||||||||||||||||||||
| Labor | |||||||||||||||||||||||||||||
| Other operating costs | |||||||||||||||||||||||||||||
| Vendor rebates | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||||||||
| Advertising expenses | |||||||||||||||||||||||||||||
| Selling, general & administrative: | |||||||||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||||||||
| System implementation costs | |||||||||||||||||||||||||||||
| Amortization of capitalized system implementation costs | |||||||||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
Other segment expense (1) | |||||||||||||||||||||||||||||
| Total selling, general and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Loss on disposal of assets | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Investment (income) expense | ( | ||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Wingstop Inc. (collectively with its direct and indirect subsidiaries on a consolidated basis, “Wingstop,” the “Company,” “we,” “our,” or “us”) should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025 (our “Annual Report”). The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Special Note Regarding Forward-Looking Statements,” below and “Risk Factors” beginning on page 11 of our Annual Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
We operate on a 52- or 53-week fiscal year ending on the last Saturday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53-week year, which contains 14 weeks. Fiscal years 2026 and 2025 each contain 52 weeks.
Overview
Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world, with over 3,300 locations worldwide. We are dedicated to serving the world flavor through an unparalleled guest experience and offering of classic wings, boneless wings, tenders, and chicken sandwiches, always cooked to order and hand-sauced-and-tossed in 12 bold, distinctive flavors.
The Company is primarily a franchisor, with approximately 98% of Wingstop’s restaurants currently owned and operated by independent franchisees. We believe our asset-light, highly-franchised business model generates strong operating margins and requires low capital expenditures, creating stockholder value through strong and consistent free cash flow and capital-efficient growth.
Highlights for the fiscal third quarter 2026 compared to the fiscal third quarter 2025:
•System-wide sales increased 6.0% to $1.4 billion;
•76 net new openings in the fiscal third quarter 2026;
•Domestic same store sales decreased 5.4%;
•Total revenue increased 5.3% to $185.1 million;
•Net income increased 2.2% to $29.1 million, or $1.07 per diluted share;
•Adjusted net income and adjusted earnings per diluted share, both non-GAAP measures, decreased 3.5% to $29.3 million, or $1.08 per diluted share; and
•Adjusted EBITDA, a non-GAAP measure, increased 0.5% to $64.0 million.
Highlights for the year-to-date third quarter of 2026 compared to the year-to-date third quarter of 2025:
•System-wide sales increased 5.7% to $4.2 billion;
•275 net new openings in the year-to-date third quarter of 2026;
•Domestic same store sales decreased 7.2% over the prior fiscal year-to-date period;
•Total revenue increased 6.4% to $554.4 million over the prior fiscal year-to-date period;
•Net income decreased 38.8% to $90.3 million, or $3.30 per diluted share;
•Adjusted net income and adjusted earnings per diluted share, both non-GAAP measures, increased 8.4% to $93.9 million, or $3.44 per diluted share; and
•Adjusted EBITDA, a non-GAAP measure, increased 7.5% to $196.0 million.
16
Key Performance Indicators
Key measures that we use in evaluating our restaurants and assessing our business include the following:
Number of restaurants. Management reviews the number of new restaurants, the number of closed restaurants, and the number of acquisitions and divestitures of restaurants to assess net new restaurant growth.
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Domestic Franchised Activity: | |||||||||||||||||||||||
| Beginning of period | 2,671 | 2,357 | 2,529 | 2,154 | |||||||||||||||||||
| Openings | 59 | 93 | 202 | 299 | |||||||||||||||||||
| Closures | (1) | — | (2) | — | |||||||||||||||||||
| Acquired by Company | (13) | — | (13) | (3) | |||||||||||||||||||
| Restaurants end of period | 2,716 | 2,450 | 2,716 | 2,450 | |||||||||||||||||||
| Domestic Company-Owned Activity: | |||||||||||||||||||||||
| Beginning of period | 57 | 54 | 57 | 50 | |||||||||||||||||||
| Openings | 1 | 1 | 1 | 3 | |||||||||||||||||||
| Closures | — | — | — | (1) | |||||||||||||||||||
| Acquired by Company | 13 | — | 13 | 3 | |||||||||||||||||||
| Restaurants end of period | 71 | 55 | 71 | 55 | |||||||||||||||||||
| Total Domestic Restaurants | 2,787 | 2,505 | 2,787 | 2,505 | |||||||||||||||||||
International Franchised Activity (1): | |||||||||||||||||||||||
| Beginning of period | 527 | 407 | 470 | 359 | |||||||||||||||||||
| Openings | 21 | 22 | 84 | 73 | |||||||||||||||||||
| Closures | (4) | (2) | (10) | (5) | |||||||||||||||||||
| Restaurants end of period | 544 | 427 | 544 | 427 | |||||||||||||||||||
| Total System-wide Restaurants | 3,331 | 2,932 | 3,331 | 2,932 | |||||||||||||||||||
(1) Including U.S. territories.
System-wide sales. System-wide sales represents net sales for all of our company-owned and franchised restaurants, as reported by franchisees. This measure allows management to better assess changes in our royalty revenue, our overall store performance, the health of our brand, and the strength of our market position relative to competitors. Our system-wide sales growth is driven by new restaurant openings as well as increases in same store sales.
Domestic average unit volume (“AUV”). Domestic AUV consists of the average annual sales of all restaurants that have been open for a trailing 52-week period or longer. This measure is calculated by dividing sales during the applicable period for all restaurants being measured by the number of restaurants being measured. Domestic AUV includes revenue from both company-owned and franchised restaurants. Domestic AUV allows management to assess our domestic company-owned and franchised restaurant economics. Changes in domestic AUV are primarily driven by changes in same store sales and are also influenced by opening new restaurants.
Domestic same store sales. Domestic same store sales reflects the change in year-over-year sales for the same store restaurant base. We define the same store restaurant base to include those restaurants open for at least 52 full weeks. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and permanent closures. We review same store sales for domestic company-owned restaurants as well as system-wide domestic restaurants. Domestic same store sales growth is driven by increases in transactions and average transaction size. Transaction size increases are driven by price increases or favorable mix shift from either an increase in items purchased or shifts into higher priced items.
17
EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization, with further adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, certain system implementation costs, gains and losses on non-recurring transactions, certain restructuring charges, and stock-based compensation expense. Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in methods of calculation. For a reconciliation of net income to EBITDA and Adjusted EBITDA and for further discussion of EBITDA and Adjusted EBITDA as non-GAAP measures and how we utilize them, see footnote 2 below.
Adjusted Net Income and Adjusted Earnings Per Diluted Share. We define Adjusted net income as net income adjusted for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on non-recurring transactions, certain system implementation costs, certain restructuring charges, and related tax adjustments that management believes are not indicative of the Company’s core operating results or business outlook over the long term. We define Adjusted earnings per diluted share as Adjusted net income divided by weighted average diluted share count. For a reconciliation of net income to Adjusted net income and for further discussion of Adjusted net income and Adjusted earnings per diluted share as non-GAAP measures and how we utilize them, see footnote 3 below.
The following table sets forth our key performance indicators for the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025 (in thousands, except unit data):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Number of system-wide restaurants open at end of period | 3,331 | 2,932 | 3,331 | 2,932 | |||||||||||||||||||
System-wide sales (1) | $ | 1,437,285 | $ | 1,356,361 | $ | 4,225,134 | $ | 3,996,419 | |||||||||||||||
| Domestic restaurant AUV | $ | 1,848 | $ | 2,061 | $ | 1,848 | $ | 2,061 | |||||||||||||||
| Domestic same store sales growth | (5.4) | % | (5.6) | % | (7.2) | % | (2.4) | % | |||||||||||||||
| Company-owned domestic same store sales growth | (2.7) | % | 3.8 | % | (2.5) | % | 3.0 | % | |||||||||||||||
| Total revenue | $ | 185,131 | $ | 175,736 | $ | 554,420 | $ | 521,159 | |||||||||||||||
| Net income | $ | 29,104 | $ | 28,478 | $ | 90,275 | $ | 147,506 | |||||||||||||||
Adjusted EBITDA (2) | $ | 63,999 | $ | 63,658 | $ | 196,029 | $ | 182,362 | |||||||||||||||
Adjusted net income (3) | $ | 29,340 | $ | 30,393 | $ | 93,902 | $ | 86,640 | |||||||||||||||
(1) The percentage of system-wide sales attributable to company-owned restaurants was 2.4% for the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025. The remainder was generated by franchised restaurants, as reported by our franchisees.
(2) EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity.
We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations on a period-over-period basis and would ordinarily add back non-cash expenses such as depreciation and amortization, as well as items that are not part of normal day-to-day operations of our business.
18
Management uses EBITDA and Adjusted EBITDA:
•as a measurement of operating performance because we believe they assist us in comparing the operating performance of our restaurants on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
•for planning purposes, including the preparation of our internal annual operating budget and financial projections;
•to evaluate the performance and effectiveness of our operational strategies;
•to evaluate our capacity to fund capital expenditures and expand our business; and
•to calculate incentive compensation payments for our employees, including assessing performance under our annual incentive compensation plan.
By providing these non-GAAP financial measures, together with a reconciliation to the most comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:
•such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•such measures do not reflect changes in, or cash requirements for, our working capital needs;
•such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
•such measures do not reflect our tax expense or the cash requirements to pay our taxes;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and
•other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.
Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only as performance measures and supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, certain system implementation costs, gains and losses on non-recurring transactions, certain restructuring charges, and stock-based compensation expense. We believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our restaurants, and complicate comparisons of our internal operating results and operating results of other restaurant companies over time. The adjustments described in this paragraph and in the reconciliation table below help management measure our core operating performance over time by removing items that are not related to day-to-day operations.
19
The following table reconciles net income to EBITDA and Adjusted EBITDA for the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025 (in thousands):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Net income | $ | 29,104 | $ | 28,478 | $ | 90,275 | $ | 147,506 | |||||||||||||||
| Interest expense, net | 10,576 | 9,201 | 30,153 | 26,580 | |||||||||||||||||||
| Income tax expense | 10,921 | 11,154 | 34,973 | 52,081 | |||||||||||||||||||
| Depreciation and amortization | 9,005 | 6,233 | 23,058 | 18,681 | |||||||||||||||||||
| EBITDA | $ | 59,606 | $ | 55,066 | $ | 178,459 | $ | 244,848 | |||||||||||||||
| Additional adjustments: | |||||||||||||||||||||||
Transaction costs (a) | — | — | — | 497 | |||||||||||||||||||
Loss on disposal of building (b) | — | — | — | 6,535 | |||||||||||||||||||
Gain on sale of investment (c) | — | — | — | (92,485) | |||||||||||||||||||
System implementation costs (d) | — | 2,063 | 1,060 | 4,909 | |||||||||||||||||||
Amortization of capitalized system implementation costs (e) | 311 | 457 | 1,245 | 457 | |||||||||||||||||||
Restructuring charges (f) | — | — | 2,467 | — | |||||||||||||||||||
Stock-based compensation expense (g) | 4,082 | 6,072 | 12,798 | 17,601 | |||||||||||||||||||
| Adjusted EBITDA | $ | 63,999 | $ | 63,658 | $ | 196,029 | $ | 182,362 | |||||||||||||||
(a) Represents non-recurring transaction costs that are not part of our ongoing operations and were incurred to execute the sale and subsequent reinvestment of the Company’s unconsolidated equity method investment in LPH, the Company’s United Kingdom master franchisee, during the fiscal first quarter 2025; all transaction costs are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(b) Represents a non-recurring loss on the sale of an office building during the fiscal first quarter 2025, which was included in Loss on disposal of assets on the Consolidated Statements of Comprehensive Income.
(c) Represents a non-recurring gain related to the sale of the Company’s unconsolidated equity method investment in LPH during the fiscal first quarter 2025, which was included in Investment (income) expense on the Consolidated Statements of Comprehensive Income. Refer to Note 9 in the Consolidated Financial Statements for additional information.
(d) System implementation costs represent non-recurring expenses incurred related to the development and implementation of new enterprise resource planning, human capital management, and global development technology, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(e) Represents amortization associated with capitalized cloud computing costs related to our system implementation, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(f) Represents certain restructuring charges related to corporate realignment announced on January 13, 2026.
(g) Includes non-cash, stock-based compensation, net of forfeitures.
(3) Adjusted net income and adjusted earnings per diluted share are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as determined by GAAP. These measures have not been prepared in accordance with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company believes the use of adjusted net income allows investors and analysts to better understand the results of the operations of the Company, by excluding certain items that have a disproportionate impact on the Company’s results for a particular period. Additionally, management believes adjusted net income and adjusted earnings per diluted share supplement GAAP measures and enable management to more effectively evaluate the Company’s performance period-over-period and relative to competitors.
20
The following table reconciles net income to Adjusted net income and calculates adjusted earnings per diluted share for the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025 (in thousands):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||||||||
| Net income | $ | 29,104 | $ | 28,478 | $ | 90,275 | $ | 147,506 | |||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
Transaction costs (a) | — | — | — | 497 | |||||||||||||||||||||||||||||||
Loss on disposal of building (b) | — | — | — | 6,535 | |||||||||||||||||||||||||||||||
Gain on sale of investment (c) | — | — | — | (92,485) | |||||||||||||||||||||||||||||||
System implementation costs (d) | — | 2,063 | 1,060 | 4,909 | |||||||||||||||||||||||||||||||
Amortization of capitalized system implementation costs (e) | 311 | 457 | 1,245 | 457 | |||||||||||||||||||||||||||||||
Restructuring charges (f) | — | — | 2,467 | — | |||||||||||||||||||||||||||||||
Tax effect of adjustments (g) | (75) | (605) | (1,145) | 19,221 | |||||||||||||||||||||||||||||||
| Adjusted net income | $ | 29,340 | $ | 30,393 | $ | 93,902 | $ | 86,640 | |||||||||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding - diluted | 27,137 | 27,991 | 27,331 | 28,169 | |||||||||||||||||||||||||||||||
| Adjusted earnings per diluted share | $ | 1.08 | $ | 1.09 | $ | 3.44 | $ | 3.08 | |||||||||||||||||||||||||||
(a) Represents non-recurring transaction costs that are not part of our ongoing operations and were incurred to execute the sale and subsequent reinvestment of the Company’s unconsolidated equity method investment in LPH, the Company’s United Kingdom master franchisee, during the fiscal first quarter 2025; all transaction costs are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(b) Represents a non-recurring loss on the sale of an office building during the fiscal first quarter 2025, which was included in Loss on disposal of assets on the Consolidated Statements of Comprehensive Income.
(c) Represents a non-recurring gain related to the sale of the Company’s unconsolidated equity method investment in LPH during the fiscal first quarter 2025, which was included in Investment (income) expense on the Consolidated Statements of Comprehensive Income. Refer to Note 9 in the Consolidated Financial Statements for additional information.
(d) System implementation costs represent non-recurring expenses incurred related to the development and implementation of new enterprise resource planning, human capital management, and global development technology, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(e) Represents amortization associated with capitalized cloud computing costs related to our system implementation, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(f) Represents certain restructuring charges related to corporate realignment announced on January 13, 2026.
(g) Represents the tax effect of the aforementioned adjustments to reflect corporate income taxes at an assumed effective tax rate of 24% for the thirteen and thirty-nine weeks ended September 26, 2026, which includes provisions for U.S. federal income taxes, and assumes the respective statutory rates for applicable state and local jurisdictions.
21
Results of Operations
Thirteen Weeks Ended September 26, 2026 compared to Thirteen Weeks Ended September 27, 2025
The following table sets forth our results of operations for the thirteen weeks ended September 26, 2026 and September 27, 2025 (dollars in thousands):
| Thirteen Weeks Ended | Increase / (Decrease) | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | $ | % | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Royalty revenue, franchise fees and other | $ | 86,301 | $ | 81,187 | $ | 5,114 | 6.3 | % | |||||||||||||||
| Advertising fees | 64,050 | 62,018 | 2,032 | 3.3 | % | ||||||||||||||||||
| Company-owned restaurant sales | 34,780 | 32,531 | 2,249 | 6.9 | % | ||||||||||||||||||
| Total revenue | 185,131 | 175,736 | 9,395 | 5.3 | % | ||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of sales (1) | 27,209 | 24,342 | 2,867 | 11.8 | % | ||||||||||||||||||
| Advertising expenses | 67,748 | 65,541 | 2,207 | 3.4 | % | ||||||||||||||||||
| Selling, general and administrative | 30,474 | 30,659 | (185) | (0.6) | % | ||||||||||||||||||
| Depreciation and amortization | 9,005 | 6,233 | 2,772 | 44.5 | % | ||||||||||||||||||
| Total costs and expenses | 134,436 | 126,775 | 7,661 | 6.0 | % | ||||||||||||||||||
| Operating income | 50,695 | 48,961 | 1,734 | 3.5 | % | ||||||||||||||||||
| Interest expense, net | 10,576 | 9,201 | 1,375 | 14.9 | % | ||||||||||||||||||
| Investment (income) expense | 94 | 128 | (34) | (26.6) | % | ||||||||||||||||||
| Income before income tax expense | 40,025 | 39,632 | 393 | 1.0 | % | ||||||||||||||||||
| Income tax expense | 10,921 | 11,154 | (233) | (2.1) | % | ||||||||||||||||||
| Net income | $ | 29,104 | $ | 28,478 | $ | 626 | 2.2 | % | |||||||||||||||
(1) Cost of sales includes all operating expenses of company-owned restaurants, including advertising expenses, but excludes depreciation and amortization, which are presented separately.
*Not meaningful.
Revenue
During the thirteen weeks ended September 26, 2026, total revenue was $185.1 million, an increase of $9.4 million, or 5.3%, compared to $175.7 million in the comparable period in 2025.
Royalty revenue, franchise fees and other increased $5.1 million, primarily driven by $8.6 million from net new franchise restaurant development, partially offset by a $3.6 million decrease attributable to a 5.4% decline in domestic same store sales.
Advertising fees increased $2.0 million due to a 6.0% increase in system-wide sales during the thirteen weeks ended September 26, 2026.
Company-owned restaurant sales increased $2.2 million, primarily due to the sixteen corporate stores opened or acquired since the comparable period in 2025, including the thirteen stores acquired during the thirteen weeks ended September 26, 2026, as previously disclosed.
22
Cost of sales
The table below presents the major components of cost of sales (dollars in thousands):
| Thirteen Weeks Ended | |||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||
| In dollars | As a % of company-owned restaurant sales | In dollars | As a % of company-owned restaurant sales | ||||||||||||||||||||
| Food, beverage and packaging costs | $ | 12,838 | 36.9 | % | $ | 11,782 | 36.2 | % | |||||||||||||||
| Labor costs | 8,606 | 24.7 | % | 7,502 | 23.1 | % | |||||||||||||||||
| Other restaurant operating expenses | 6,755 | 19.4 | % | 5,828 | 17.9 | % | |||||||||||||||||
| Vendor rebates | (990) | (2.8) | % | (770) | (2.4) | % | |||||||||||||||||
| Total cost of sales | $ | 27,209 | 78.2 | % | $ | 24,342 | 74.8 | % | |||||||||||||||
Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 36.9% in the thirteen weeks ended September 26, 2026, compared to 36.2% in the comparable period in 2025. This increase as a percentage of company-owned restaurant sales was primarily due to a combination of increases in fries and packaging costs as compared to the prior year period.
Labor costs as a percentage of company-owned restaurant sales were 24.7% for the thirteen weeks ended September 26, 2026, compared to 23.1% in the comparable period in 2025. This increase as a percentage of company-owned restaurant sales was primarily due to the increase in headcount-related costs associated with the acquisitions during the period and the impact of lower sales on fixed labor costs.
Other restaurant operating expenses as a percentage of company-owned restaurant sales were 19.4% for the thirteen weeks ended September 26, 2026, compared to 17.9% for the comparable period in 2025. This increase as a percentage of company-owned restaurant sales was primarily due increased rent and repair and maintenance expenses related to the acquisitions during the period and the impact of lower sales on other operating expenses.
Advertising expenses
During the thirteen weeks ended September 26, 2026, advertising expenses were $67.7 million, an increase of $2.2 million compared to $65.5 million in the comparable period in 2025. Advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to the actual timing of the related advertising spend.
Selling, general and administrative (“SG&A”)
During the thirteen weeks ended September 26, 2026, SG&A expense was $30.5 million, a decrease of $0.2 million compared to $30.7 million in the comparable period in 2025. The decrease in SG&A expense was primarily driven by $2.0 million in reduced stock compensation expense due to forfeitures recognized in the current period which was partially offset by a $1.5 million increase in headcount related costs.
Depreciation and amortization
During the thirteen weeks ended September 26, 2026, depreciation and amortization was $9.0 million, an increase of $2.8 million compared to $6.2 million in the comparable period in 2025. The increase in depreciation and amortization was primarily due to capital expenditures placed in service subsequent to the comparable period in 2025 related to our technology investments.
Interest expense, net
During the thirteen weeks ended September 26, 2026, interest expense, net increased to $10.6 million from $9.2 million in the prior year period, primarily driven by a $1.2 million decline in interest income due to lower average cash balances.
Income tax expense
During the thirteen weeks ended September 26, 2026, we recognized income tax expense of $10.9 million, yielding an effective tax rate of 27.3%, compared to an effective tax rate of 28.1% in the prior year period. The decrease in the effective tax rate was primarily due to a decrease in state income taxes and other non-deductible items.
23
Thirty-Nine Weeks Ended September 26, 2026 compared to Thirty-Nine Weeks Ended September 27, 2025
The following table sets forth our results of operations for the thirty-nine weeks ended September 26, 2026 and September 27, 2025 (dollars in thousands):
| Thirty-Nine Weeks Ended | Increase / (Decrease) | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | $ | % | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Royalty revenue, franchise fees and other | $ | 260,615 | $ | 239,851 | $ | 20,764 | 8.7 | % | |||||||||||||||
| Advertising fees | 191,855 | 186,252 | 5,603 | 3.0 | % | ||||||||||||||||||
| Company-owned restaurant sales | 101,950 | 95,056 | 6,894 | 7.3 | % | ||||||||||||||||||
| Total revenue | 554,420 | 521,159 | 33,261 | 6.4 | % | ||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of sales (1) | 76,993 | 71,582 | 5,411 | 7.6 | % | ||||||||||||||||||
| Advertising expenses | 203,476 | 196,869 | 6,607 | 3.4 | % | ||||||||||||||||||
| Selling, general and administrative | 95,159 | 95,036 | 123 | 0.1 | % | ||||||||||||||||||
| Depreciation and amortization | 23,058 | 18,681 | 4,377 | 23.4 | % | ||||||||||||||||||
| Loss on disposal of assets | — | 6,535 | (6,535) | 100.0 | % | ||||||||||||||||||
| Total costs and expenses | 398,686 | 388,703 | 9,983 | 2.6 | % | ||||||||||||||||||
| Operating income | 155,734 | 132,456 | 23,278 | 17.6 | % | ||||||||||||||||||
| Interest expense, net | 30,153 | 26,580 | 3,573 | 13.4 | % | ||||||||||||||||||
| Investment (income) expense | 333 | (93,711) | 94,044 | (100.4) | % | ||||||||||||||||||
| Income before income tax expense | 125,248 | 199,587 | (74,339) | (37.2) | % | ||||||||||||||||||
| Income tax expense | 34,973 | 52,081 | (17,108) | (32.8) | % | ||||||||||||||||||
| Net income | $ | 90,275 | $ | 147,506 | $ | (57,231) | (38.8) | % | |||||||||||||||
(1) Cost of sales includes all operating expenses of company-owned restaurants, including advertising expenses, and excludes depreciation and amortization, which are presented separately.
*Not meaningful.
Revenue
During the thirty-nine weeks ended September 26, 2026, total revenue was $554.4 million, an increase of $33.3 million, or 6.4%, compared to $521.2 million in the comparable period in 2025.
Royalty revenue, franchise fees and other increased $20.8 million, of which $28.7 million was due to net new franchise restaurant development and a $4.7 million increase in vendor rebates, partially offset by a decrease of $14.3 million due to a decline in domestic same store sales of 7.2%.
Advertising fees increased $5.6 million due to a 5.7% increase in system-wide sales during the thirty-nine weeks ended September 26, 2026.
Company-owned restaurant sales increased $6.9 million, primarily due to the sixteen corporate stores opened or acquired since the comparable period in 2025, including the thirteen stores acquired during the thirty-nine weeks ended September 26, 2026, as previously disclosed.
24
Cost of sales
The table below presents the major components of cost of sales (dollars in thousands):
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||
| In dollars | As a % of company-owned restaurant sales | In dollars | As a % of company-owned restaurant sales | ||||||||||||||||||||
| Food, beverage and packaging costs | $ | 36,672 | 36.0 | % | $ | 34,960 | 36.8 | % | |||||||||||||||
| Labor costs | 24,259 | 23.8 | % | 22,096 | 23.2 | % | |||||||||||||||||
| Other restaurant operating expenses | 18,804 | 18.4 | % | 16,840 | 17.7 | % | |||||||||||||||||
| Vendor rebates | (2,742) | (2.7) | % | (2,314) | (2.4) | % | |||||||||||||||||
| Total cost of sales | $ | 76,993 | 75.5 | % | $ | 71,582 | 75.3 | % | |||||||||||||||
Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 36.0% in the thirty-nine weeks ended September 26, 2026, compared to 36.8% in the comparable period in 2025. The decrease as a percentage of company-owned restaurant sales was primarily due to an 8.3% decrease in the cost of bone-in chicken wings, which favorably impacted margins, as compared to the prior year period. This was partially offset by increases in fries and packaging costs during the period.
Labor costs as a percentage of company-owned restaurant sales were 23.8% for the thirty-nine weeks ended September 26, 2026, compared to 23.2% in the comparable period in 2025. This increase as a percentage of company-owned restaurant sales was primarily due to increased headcount-related costs associated to the acquisitions during the period and the impact of lower sales on fixed labor costs.
Other restaurant operating expenses as a percentage of company-owned restaurant sales were 18.4% for the thirty-nine weeks ended September 26, 2026, compared to 17.7% in the comparable period in 2025. The increase as a percentage of company-owned restaurant sales was primarily due to increased rent and repair and maintenance expenses related to the acquisitions during the period, as well as the impact of lower sales on other operating expenses..
Advertising expenses
During the thirty-nine weeks ended September 26, 2026, advertising expenses were $203.5 million, an increase of $6.6 million compared to $196.9 million in the comparable period in 2025. Advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to the actual timing of the related advertising spend.
Selling, general and administrative (“SG&A”)
During the thirty-nine weeks ended September 26, 2026, SG&A expense was $95.2 million, an increase of $0.1 million compared to $95.0 million in the comparable period in 2025. The increase was primarily driven by an increase in professional fees of $2.9 million, IT service agreement costs of $2.6 million and headcount-related costs of $1.6 million. These increases were substantially offset by a $4.8 million reduction in stock-based compensation expense due to forfeitures recognized in the current period and a $2.2 million reduction in project fees related to IT projects completed in the prior year.
Depreciation and amortization
During the thirty-nine weeks ended September 26, 2026, depreciation and amortization was $23.1 million, an increase of $4.4 million compared to $18.7 million in the comparable period in 2025. The increase in depreciation and amortization was primarily due to capital expenditures placed in service subsequent to the comparable period in 2025 related to our technology investments.
Interest expense, net
During the thirty-nine weeks ended September 26, 2026, interest expense, net was $30.2 million, an increase of $3.6 million compared to $26.6 million in the comparable period in 2025. The increase was primarily driven by a $2.8 million decline in interest income due to lower average cash balances and $0.7 million of additional interest expense.
25
Investment (income) expense
During the thirty-nine weeks ended September 26, 2026, investment (income) expense was $0.3 million, a decrease of $94.0 million compared to $(93.7) million in the comparable period in 2025. The decrease was driven almost entirely by a non-recurring gain recorded on the sale of the Company’s unconsolidated equity method investment in its United Kingdom franchisee during the fiscal first quarter 2025.
Income tax expense
During the thirty-nine weeks ended September 26, 2026, we recognized income tax expense of $35.0 million yielding an effective tax rate of 27.9%, compared to an effective tax rate of 26.1% in the prior year period. The increase in the effective tax rate was primarily due to an increase in state income taxes and other non-deductible items.
Liquidity and Capital Resources
General. Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents on hand, and borrowings available under our securitized financing facility. Our primary requirements for liquidity and capital are working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements and dividend payments. We generally utilize available cash flows from operations to invest in our business, service our debt obligations, pay dividends, and execute our share repurchase program. As of September 26, 2026, the Company had $141.2 million of cash, cash equivalents, and restricted cash.
Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility, including our Variable Funding Notes, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future.
The following table shows summary cash flows information for the thirty-nine weeks ended September 26, 2026 and September 27, 2025 (in thousands):
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||||||||||||||
| Operating activities | $ | 129,634 | $ | 95,750 | |||||||||||||||||||||||||
| Investing activities | (79,531) | 14,695 | |||||||||||||||||||||||||||
| Financing activities | (137,320) | (197,399) | |||||||||||||||||||||||||||
| Net change in cash, cash equivalents, and restricted cash | $ | (87,217) | $ | (86,954) | |||||||||||||||||||||||||
Operating activities. Our cash flows from operating activities are principally driven by sales at both franchise restaurants and company-owned restaurants, as well as franchise and development fees. We collect franchise royalties from our franchise owners on a weekly basis. Restaurant-level operating costs at our company-owned restaurants, unearned franchise and development fees, and corporate overhead costs also impact our cash flow from operating activities.
Net cash provided by operating activities was $129.6 million in the thirty-nine weeks ended September 26, 2026, an increase of $33.9 million from net cash provided by operating activities of $95.8 million in the thirty-nine weeks ended September 27, 2025, primarily related to the changes in accounts payable and other current liabilities, directly related to the timing of payments for expenses, as well as changes in working capital.
Investing activities. Our net cash used in investing activities was $79.5 million in the thirty-nine weeks ended September 26, 2026, a change of $94.2 million from net cash provided by investing activities of $14.7 million in the thirty-nine weeks ended September 27, 2025. The increase in capital expenditures primarily relates to our investments in technology and equipment as well as the acquired thirteen restaurants that were made during the period. The prior year period included proceeds of $107.7 million from the sale of our non-controlling interest in LPH, partially offset by reinvestment in the newly formed entity of $75.4 million, as well as proceeds from the sale of an office building of $17.3 million in the prior year period.
Financing activities. Our net cash used in financing activities was $137.3 million in the thirty-nine weeks ended September 26, 2026, a decrease of $60.1 million from net cash used in financing activities of $197.4 million in the thirty-nine weeks ended
26
September 27, 2025. The decrease is primarily related to an additional $57 million in common stock repurchased under our share repurchase program in the prior year period compared to the current year period.
Securitized financing facility. On December 3, 2024, the Company completed a securitized financing transaction, in which Wingstop Funding LLC, a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company (the “Issuer”), issued $500 million of its Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2024 Class A-2 Notes”). The Issuer also increased the capacity of its revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”) from $200 million to $300 million. Following the increase, borrowing capacity under the Variable Funding Notes permits borrowings of up to a maximum principal amount of $300 million, a portion of which may be used to issue letters of credit. The 2024 Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “2024 Notes.” The proceeds from the securitized financing transaction were used to pay related transaction fees and expenses, strengthen the Company's liquidity position and for general corporate purposes, including the repurchase of shares of the Company’s common stock.
In addition to the 2024 Notes, the Company’s outstanding debt consists of its existing Series 2022-1 3.734% Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Class A-2 Notes”) and Series 2020-1 2.84% Fixed Rate Senior Secured Notes, Class A-2 (the “2020 Class A-2 Notes”).
During the fiscal third quarter of 2026, the Company continued to have a leverage ratio under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and 2024 Class A-2 Notes of less than 5.0x. 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 5.0x. Accordingly, the Company elected to suspend payments, and the entire outstanding balance 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.
Dividends. We paid a quarterly cash dividend of $0.30 per share of common stock in each of the first two quarters of 2026, and a quarterly dividend of $0.33 in the third quarter of 2026, resulting in aggregate declared dividends of $25.6 million during the thirty-nine weeks ended September 26, 2026. On October 27, 2026 the Company’s Board of Directors declared a dividend of $0.33 per share, to be paid on December 4, 2026 to stockholders of record as of November 13, 2026, totaling approximately $9.0 million.
We do not currently expect the restrictions in our debt instruments to impact our ability to make regular quarterly dividends pursuant to our quarterly dividend program. However, any future declarations of dividends, as well as the amount and timing of such dividends, are subject to capital availability and the discretion of our Board of Directors, which must evaluate, among other things, whether cash dividends are in the best interest of the Company and our stockholders.
Share Repurchase Program. On March 5, 2026, the Company’s Board of Directors authorized the repurchase of up to an additional $300.0 million of its outstanding shares of common stock under its existing share repurchase program (the “Share Repurchase Program”). During the thirty-nine weeks ended September 26, 2026, the Company repurchased and retired 565,012 shares of its common stock at an average price of $182.10 per share. As of September 26, 2026, $288.4 million remained available under the Share Repurchase Program. The authorization for the repurchase continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Company’s Board of Directors.
Critical Accounting Policies and Estimates
Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting estimates are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our critical accounting policies and estimates are identified and described in our annual consolidated financial statements and the related notes included in our Annual Report, and there have been no material changes since the filing of our Annual Report.
Recent Accounting Pronouncements
Refer to Note 1, Basis of Presentation, of the notes to the consolidated financial statements.
27
Special Note Regarding Forward-Looking Statements
This report includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of our business strategies and our expectations concerning future operations, margins, profitability, trends, liquidity and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “may,” “will,” “should,” “expect,” “intend,” “plan,” “outlook,” “anticipate,” “believe,” “think,” “estimate,” “seek,” “predict,” “can,” “could,” “project,” “potential” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties, risks, and factors relating to our operations and business environments, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by these forward-looking statements.
Such risks and other factors include those listed below and elsewhere in this report and our Annual Report, that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements:
•our ability to effectively implement our growth strategy;
•our relationships with, and the performance of, our existing and new franchises and franchisees, as well as actions by franchisees that could harm our business;
•our ability to identify, recruit and contract with a sufficient number of qualified franchisees;
•risks associated with food safety, food-borne illness and other health concerns;
•our ability to successfully expand into new and existing markets;
•our ability to effectively compete within our industry;
•risks associated with changes in food and supply costs;
•risks associated with interruptions in our supply chain, including availability of food products;
•risks associated with data privacy, cybersecurity and the use and implementation of information technology, including heightened risks that may arise upon increased adoption of artificial intelligence technologies;
•risks associated with our increasing dependence on digital commerce platforms and third-party delivery service providers;
•uncertainty in the law with respect to the assignment or allocation of liabilities in the franchise business model;
•risks associated with litigation against us or our franchisees;
•risks associated with the availability and cost of labor;
•our ability to successfully advertise and market our business;
•risks associated with changes in customer preferences, perceptions and eating habits;
•risks associated with our future performance and operating results falling below the expectations of securities analysts and investors;
•risks associated with the geographic concentration of our business;
•the impact on our business from unexpected events such as changes in trade relations and policies, including tariffs, retaliatory tariffs and other trade barriers, international conflict or war and related sanctions, acts of terrorism, civil unrest, epidemics and pandemics and severe weather;
•our ability to comply with laws and government regulations, including those relating to food products, employment and franchising, advertising and consumer protection, or increased costs associated with new or changing regulations;
•our ability to maintain adequate insurance coverage for our business;
•risks associated with damage to our reputation or lack of acceptance of our brand in existing or new markets;
•risks associated with our expansion into international markets and foreign government restrictions on operations;
28
•our ability to attract and retain our executive officers and other key employees;
•our ability to protect our intellectual property, including trademarks, trade secrets and other proprietary rights;
•the impact on our business from environmental, social and corporate governance matters; and
•our ability to comply with the terms of our securitized debt financing and generate sufficient cash flows to satisfy our significant debt service obligations thereunder.
The above list of factors is not exhaustive. Some of these and other factors are discussed in more detail under “Risk Factors” in our Annual Report. When considering forward-looking statements in this report or that we make in other reports or statements, you should keep in mind the cautionary statements in this report and future reports we file with the SEC. Any forward-looking statements made in this report speak only as of the date of the report, unless specified otherwise. New risks and uncertainties arise from time to time, and we cannot predict when they may arise or how they may affect us. Except as required by law, we assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
29
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk. We are exposed to market risks from changes in commodity prices. Many of the food products purchased by us are affected by weather, production, availability and other factors outside of our control, including inflation as compared to the prior year period. Although we enter into arrangements in an effort to mitigate the price volatility of food costs, there are no established fixed price markets for fresh bone-in chicken wings, so we may be subject to prevailing market conditions. Bone-in chicken wings accounted for approximately 19.0% and 20.5% of our company-owned restaurant cost of sales during the thirty-nine weeks ended September 26, 2026 and September 27, 2025, respectively. A hypothetical 10% increase in the bone-in chicken wing costs would have increased costs of sales by approximately $1.5 million during the thirty-nine weeks ended September 26, 2026. We do not engage in speculative financial transactions nor do we hold or issue financial instruments for trading purposes.
Interest Rate Risk. Our long-term debt, including current portion, consisted entirely of the $1.2 billion incurred under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes as of September 26, 2026 (excluding unamortized debt issuance costs). The Company’s predominantly fixed-rate debt structure has reduced its exposure to interest rate increases that could adversely affect its earnings and cash flows, but the Company remains exposed to changes in market interest rates reflected in the fair value of the debt and to the risk that the Company may need to refinance maturing debt with new debt at a higher rate. The Company is exposed to interest rate increases under the Variable Funding Notes; however, the Company had no outstanding borrowings under its Variable Funding Notes as of September 26, 2026.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 26, 2026, pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 26, 2026, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are currently involved in various claims and legal actions that arise in the ordinary course of business, including claims and actions resulting from employment-related and franchise-related matters. None of these matters, some of which are covered by insurance, has had a material effect on us, and, as of the date of this report, we are not party to any pending legal proceedings that we believe would have a material adverse effect on our business, financial condition, results of operations or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, results of operations or cash flows.
Item 1A. Risk Factors
A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | |||||||||||||||||||
| December 28, 2025 - January 24, 2026 | — | $ | — | — | $ | 91,341,201 | |||||||||||||||||
| January 25, 2026 - February 21, 2026 | 56,136 | 225.82 | 56,136 | 78,663,009 | |||||||||||||||||||
| February 22, 2026 - March 28, 2026 | 318,188 | 204.94 | 318,188 | 313,445,915 | |||||||||||||||||||
| March 29, 2026 - April 25, 2026 | — | — | — | 313,445,915 | |||||||||||||||||||
| April 26, 2026 - May 23, 2026 | — | — | — | 313,445,915 | |||||||||||||||||||
| May 24, 2026 - June 27, 2026 | — | — | — | 313,445,915 | |||||||||||||||||||
| June 28, 2026 - July 25, 2026 | — | — | — | 313,445,915 | |||||||||||||||||||
| July 26, 2026 - August 22, 2026 | 190,688 | 131.12 | 190,688 | 288,442,103 | |||||||||||||||||||
| August 23, 2026 - September 26, 2026 | — | — | — | 288,442,103 | |||||||||||||||||||
| Total | 565,012 | $ | 182.10 | 565,012 | $ | 288,442,103 | |||||||||||||||||
(1) 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 repurchase of up to an additional $500.0 million of its outstanding shares of common stock under the Share Repurchase Program. On March 5, 2026, the Company’s Board of Directors authorized the repurchase of up to an additional $300.0 million of its outstanding shares of common stock under the Share Repurchase Program. The authorization for the repurchase continues until all such shares have been repurchased or the Share Repurchase Program is terminated by action of the Company’s Board of Directors. Since the inception of the Share Repurchase Program in August 2023, we have repurchased and retired 3,150,161 shares of our common stock at an average price of $241.75 per share. As of September 26, 2026, $288.4 million remained available under the Share Repurchase Program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the thirteen weeks ended September 26, 2026, no director or officer of the Company adopted terminated
32
Item 6. Exhibits
Index to Exhibits
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 10.1* | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1** | |||||
| 32.2** | |||||
| 101 INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101 SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101 CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101 DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101 LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101 PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101) | ||||
* Filed herewith.
** Furnished, not filed.
33
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 thereunto duly authorized.
| Wingstop Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | October 28, 2026 | By: | /s/ Michael J. Skipworth | |||||||||||
| President and Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
| Date: | October 28, 2026 | By: | /s/ Alex R. Kaleida | |||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
34
WINGSTOP GLOBAL SUPPORT CENTER 2801 N Central Expressway Dallas, TX 75204 Page 1 of 6 July 2, 2026 Delivered via Email Jonathan Truppman Dear Jonathan, On behalf of Wingstop Restaurants Inc. (“WRI” or “Company”), I am pleased to offer you the position of Chief Legal Officer & Corporate Secretary, subject to the terms and conditions set forth in this letter. At Wingstop, we pride ourselves in knowing that our success is possible because our team, at every level within the organization, never hesitates to go the extra mile and then some. Therefore, we are excited to invite you to be a part of our unique culture and continued success. In this role you will work at the Global Support Center and will report directly to Michael Skipworth, President and CEO. This letter sets forth the terms and conditions of your employment, should you accept this offer. We would like to have your response by July 2, 2026. Accordingly, this offer will expire at midnight on July 2, 2026, if it is not accepted before then. Upon acceptance of this offer, you will receive the onboarding documentation necessary to complete the employment process prior to your start date. 1. Commencement Date: If you accept this offer, your anticipated full-time employment with WRI will begin on August 24, 2026, or such other date as mutually agreed by you and the Company. If this date changes, your benefit eligibility may be affected in accordance with the terms of the applicable benefit plans. 2. Base Salary: Your starting annual base salary will be $550,000 (paid bi-weekly at a rate of $21,153.85), less applicable withholdings for FICA, federal, state and local taxes. Your salary will be reviewed on an annual basis in the first quarter of each year consistent with our annual executive compensation review. 3. Bonus: You will be eligible to participate in the Company’s Executive Officer 2026 Short-Term Cash Incentive Plan (the “2026 Executive Bonus Plan”). Notwithstanding the terms of the 2026 Executive Bonus Plan, you will receive a minimum guaranteed bonus of $375,000 for the Company’s 2026 fiscal year, provided you remain employed through the applicable payment date. If the bonus payout under the 2026 Executive Bonus Plan, as approved by the Compensation Committee, exceeds $375,000 based on the Company’s actual performance, you will receive the higher approved amount. Bonuses for the 2026 fiscal year are expected to be paid in the first fiscal quarter of 2027, subject to your continued employment through the payment date. Beginning with the Company’s 2027 fiscal year, you will be eligible to participate in the Company’s Executive Officer 2027 Short-Term Cash Incentive Plan (the “2027 Executive Bonus Plan”) with a target bonus opportunity of $375,000. Your bonus opportunity range is from zero to 200% of your target based on the performance of the Company against the metrics to be outlined in the 2027 Executive Bonus Plan. Bonuses for the 2027 fiscal year are expected to be paid in the first fiscal quarter of 2028 based on actual performance in fiscal year 2027. *** Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***.
Page 2 of 6 All bonus determinations, calculations, interpretations, and payouts remain subject to the final approval and discretion of the Compensation Committee, except that your bonus for fiscal year 2026 will not be less than $375,000, subject to continued employment through the applicable payment date. All bonus payments are subject to applicable tax withholdings. Your bonus opportunity will be reviewed on an annual basis consistent with our annual executive compensation review. 4. Long-Term Incentive: You will be eligible to participate in the Company’s annual long-term incentive program for executive officers, with a target grant-date value of $800,000 for 2026, consisting of 60% performance-based restricted stock units (“PRSUs”) and 40% service-based restricted stock units (“RSUs”), with the number of units to be determined based on the closing price of the Company’s common stock on the applicable grant date. The PRSUs will be subject to a three-year performance period and will be eligible to vest from zero to 250% of target based on the achievement of performance goals established by the Compensation Committee, subject to your continued employment through the applicable vesting date. The RSUs will vest ratably over a three-year period beginning on the first anniversary of the grant date, subject to your continued employment through each applicable vesting date. The Company currently anticipates presenting this award for approval at the Compensation Committee’s August 2026 meeting. The long-term incentive award is subject to (i) approval by the Compensation Committee of the Board of Directors, (ii) the Wingstop Inc. 2024 Omnibus Incentive Plan (or any successor plan), and (iii) the applicable award agreements, which shall govern the terms, conditions, restrictions, performance criteria, vesting requirements, and treatment upon termination of employment. In the event of any conflict between this letter and the governing plan documents or award agreements, the plan documents and award agreements shall control. While employed by the Company, you will remain eligible for future long-term incentive awards as determined by the Compensation Committee in its discretion. The design, performance metrics, award mix, timing, and target values associated with future long-term incentive awards are reviewed by the Compensation Committee and may be modified from time to time. No future awards are guaranteed. 5. Sign-On Equity Award: In connection with your appointment as Chief Legal Officer, and subject to approval by the Compensation Committee, you will be granted a one-time equity award with a target grant-date value of $500,000, consisting of 40% RSUs and 60% PRSUs, with the number of units determined based on the closing price of the Company’s common stock on the applicable grant date. The Company currently anticipates presenting this award for approval at the Compensation Committee’s August 2026 meeting. The RSUs will vest ratably over a three-year period beginning on the first anniversary of the grant date, subject to your continued employment through each applicable vesting date. The PRSUs will be subject to a three-year performance period and will be eligible to vest based on the achievement of performance goals established by the Compensation Committee, subject to your continued employment through the applicable vesting date. The award will be governed by the Wingstop Inc. 2024 Omnibus Incentive Plan (or any successor plan) and the applicable award agreements. RSUs and PRSUs may have significant tax consequences. The Company will satisfy applicable withholding obligations in accordance with the terms of the applicable award agreements and Company policy. You are encouraged to consult your personal tax advisor regarding the tax consequences of the award. Except as otherwise provided in the applicable award agreements or governing plan documents, continued employment through the applicable vesting date is required for vesting. Any unvested
Page 3 of 6 portion of the award may be forfeited upon termination of employment in accordance with the terms of the applicable award agreements. 6. Relocation: The Company will provide a relocation payment of $120,000, which amount is intended to be tax grossed-up and will be paid subject to applicable payroll tax withholding and reporting requirements. If you are no longer employed with the Company prior to the first anniversary of your commencement date, you will repay the relocation payment in full to the Company within five (5) business days following your separation from employment. You hereby agree that WRI may, to the fullest extent permitted by applicable law, offset any amounts owed under this Section against compensation or other amounts payable to you. If the amount offset is insufficient to repay the entire amount owed, you will remain responsible for promptly repaying the remaining balance. During the period between the Commencement Date and your Relocation, the Company will reimburse you for reasonable travel expenses (including airfare, lodging and ground transportation) in accordance with the Company’s standard expense policies. Such reimbursement shall include up to two (2) house-hunting trips to the DFW Metroplex area for your family. WRI expects you to relocate to the DFW Metroplex no later than November 23, 2026. If your relocation cannot be completed by this deadline, please discuss an extension with Human Resources, which may be granted in the Company’s discretion. If you do not relocate to the DFW Metroplex by the agreed-upon deadline, you will need to repay the relocation payment in full to WRI within five (5) business days following the Company’s written demand for repayment. Notwithstanding the foregoing, no repayment shall be required if your employment is terminated by the Company without Cause, due to your death or Disability, or if otherwise provided under a Company-approved severance arrangement. 7. Insurance Benefits: As a full-time team member of our Company, you will be eligible for coverage on the first day of the month following thirty (30) days of employment. You will be provided with a copy of the insurance booklets which outline our benefits programs. Our benefit plans are subject to change from time to time at the Company’s discretion. Voluntary Benefits Comprehensive health plan: Medical, Rx, Dental and Vision Supplemental dependent life insurance and long-term disability plan Health or Flexible Spending accounts Dependent Flexible Spending account Company Paid Benefits Life insurance at two times your annual salary (up to $500,000) Short-Term Disability insurance Long-Term Disability insurance Additionally, as a Wingstop Executive, Wingstop will cover up to $15,000 annually towards a Platinum membership with the Cooper Clinic or another executive physical exam or concierge program. You will be provided more details following your start date. 8. HR Policies. During your employment with the Company, you will be subject to the Company’s Human Resources policies, as may be amended from time to time. In addition, all compensation and benefits described in this letter are subject to the Company’s compensation recovery (clawback) policies, as amended from time to time, and any applicable law, stock exchange requirement, or SEC rule.
Page 4 of 6 Please note that any plans described in this letter are subject to the specific terms and provisions of the legal documents governing these plans. Any conflict between the summary set forth in this letter and the plan documents will be resolved in favor of the plan documents. Additionally, the Company reserves the right to modify, amend, or delete any Company policy or benefit at any time, with or without notice. 9. 401(k): After six (6) months of employment and attainment of age 21, you will be automatically enrolled in the 401(k) Retirement Savings Plan at 2% of eligible compensation. The 401(k) plan has safe harbor provisions and the current employer match is 100% on the first 3% of compensation and then 50% for 4% through 5% of compensation. The Company match is immediately vested at 100%. Annual contributions are subject to established IRS limits. 10. Paid Time Off: After completing three (3) months of full-time employment, you will be eligible for the following: a. Unlimited flexible paid time off in accordance with Company policy, as amended from time to time; b. 1 volunteer day; and c. 10 Company holidays. 11. Regular Expenses: The Company will reimburse you for reasonable and ordinary expenses associated with the conduct of your employment incurred in compliance with the Company’s policies. 12. Executive Severance Plan: You will be eligible to participate in the Wingstop Inc. Executive Severance Plan (the “Executive Severance Plan”), subject to the terms and conditions of the Executive Severance Plan and your execution of the applicable Participation Agreement. You will receive a copy of the Executive Severance Plan and Participation Agreement following the commencement of your employment. Should you elect to participate, you must execute and return the Participation Agreement as soon as reasonably practicable. In the event of any conflict between this letter and the Executive Severance Plan or Participation Agreement, the terms of the Executive Severance Plan and Participation Agreement shall control. For the avoidance of doubt, subject to the terms and conditions of the Executive Severance Plan and your Participation Agreement, you will participate in the Executive Severance Plan at the level applicable to officers who report directly to the Chief Executive Officer. 13. Indemnification Agreement: Following commencement of your employment, the Company will enter into its standard form of indemnification agreement for executive officers. 14. Employment at Will: You understand and agree that any employment relationship you enter into with WRI is of an “at will” nature. This means that you and WRI are free to end your employment with WRI at any time, with or without cause, and with or without advance notice. Nothing contained in this letter or in any Company benefit or policy is intended, nor should it be construed, as altering the at-will relationship that the Company and its employees maintain with one another. WRI may modify any aspect, term, or condition of your employment (e.g., job duties, title, compensation, hours, benefits, job location, and policies – except for the “at will” nature of the employment relationship) at any time. Nothing in this letter shall be construed as creating a contract of employment for any specified term. 15. Board Interviews and Other Conditions: This offer, your appointment as Chief Legal Officer, and the compensation arrangements described in this letter are contingent upon: (i) completion of discussions with select members of the Company’s Board of Directors; (ii) satisfactory results of reference checks and background screening; and (iii) your timely presentation of documentation establishing your identity and authorization to work in the United States, as required by applicable law. Upon commencement of employment with the Company, you will be
Page 5 of 6 designated as an “executive officer” for purposes of Section 16 of the Securities Exchange Act of 1934. Following your acceptance of this offer, you will be asked to meet with select members of the Company’s Board of Directors as part of the Company’s executive onboarding process. Notwithstanding any provision of this letter to the contrary, this offer shall not become final or effective unless and until those discussions have been completed and the Chief Executive Officer (the “CEO”) of the Company, in his sole discretion, has determined to finalize your appointment. If any of the foregoing conditions are not satisfied, or if the CEO determines not to finalize your appointment, the Company reserves the right to withdraw or rescind this offer, and neither party shall have any further obligations under this letter. If the CEO determines to finalize your appointment, the Company will provide you with written notice confirming your appointment (the “Confirmation Notice”). As a condition of employment, you will be required to complete Form I-9 and satisfy all employment eligibility verification requirements within three (3) business days following your employment start date. 16. Section 409A Compliance: This letter shall be interpreted and administered to comply with Section 409A of the Internal Revenue Code, to the extent applicable. Notwithstanding any provision of this letter to the contrary, the Company makes no representation regarding the tax consequences of any compensation or benefits provided hereunder. This offer of employment is also contingent upon your ability to work for the Company without restrictions from any previous employer. By accepting this offer, you confirm and represent that you are under no obligation or arrangement (including any restrictive covenants with any prior employer or any other entity) that would prevent you from becoming an employee of the Company or that would adversely impact your ability to perform the expected services on behalf of the Company. You also confirm and represent that you have not taken (or failed to return) in an unauthorized manner any confidential, proprietary, or trade secret information belonging to a prior employer or any other entity, and that you will never use or disclose such information to the Company (or any of its employees, agents or affiliates) or attempt to induce the Company (or any of its employees, agents or affiliates) to use such information. Jonathan, we look forward to a mutually rewarding relationship as you assume your new responsibilities with WRI. This is a great opportunity for you to be a major contributor in this most exciting, rapidly growing concept. This offer letter, together with the plans, agreements, and policies expressly referenced herein, contains the entire understanding of the parties regarding the subject matter addressed herein and supersedes any and all prior representations regarding such matters. If you agree and accept the terms of this employment offer, please sign below and return this letter to our office. The acknowledged document will be placed in your personnel file, and we request you retain a copy for your employment records. Sincerely, Elu Lawrence, ACCEPTED AND AGREED: /s/ Jonathan Truppman
Page 6 of 6 Jonathan Truppman Date: 7/2/2026
Exhibit 31.1
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Skipworth, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Wingstop Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 28, 2026 | ||||
| By: | /s/ Michael J. Skipworth | ||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Alex R. Kaleida, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Wingstop Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 28, 2026 | ||||
| By: | /s/ Alex R. Kaleida | ||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ended September 26, 2026 of Wingstop Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Skipworth, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 28, 2026 | ||||
| By: | /s/ Michael J. Skipworth | ||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ended September 26, 2026 of Wingstop Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alex R. Kaleida, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 28, 2026 | ||||
| By: | /s/ Alex R. Kaleida | ||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||