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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 13, 2026

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)


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

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

(Address of Principal Executive Offices) (Zip Code)

(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 2.02Results of Operations and Financial Condition

On October 14, 2026, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the third quarter ended September 26, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01Regulation FD Disclosure

On October 14, 2026, the Company announced in a press release its results of operations and financial condition for the third quarter ended September 26, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On October 14, 2026, the Company also announced in a press release that its Board of Directors approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $1.02 per share will be paid on December 1, 2026, to shareholders of record at the close of business on November 11, 2026. Additionally, the Board of Directors approved the payment of a special dividend to its shareholders. The special dividend of $4.00 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. The total amount of the special dividend will be approximately $14.2 million based on the current number of shares outstanding. Future dividends will be subject to Board approval. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01Other Events

On October 14, 2026, the Company announced in a press release that its Board of Directors approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $1.02 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. Additionally, the Board of Directors approved the payment of a special dividend to its shareholders. The special dividend of $4.00 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. The total amount of the special dividend will be approximately $14.2 million based on the current number of shares outstanding. Future dividends will be subject to Board approval. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

On October 13, 2026, the Company also announced to its franchisee network the implementation of separate North American Ad Funds (“Ad Funds”) for its Once Upon A Child® and Play It Again Sports® brands.

Pursuant to the Company’s franchise agreements and system standards, franchisees operating Once Upon A Child and Play It Again Sports locations will be required to contribute an amount equal to 2% of sales to the applicable Ad Fund, commencing on January 31, 2027. As a result of this implementation, Once Upon A Child and Play It Again Sports franchisees will be required to spend 6% (up from 5%) of their sales on marketing, of which 2% will be contributed to the applicable Ad Fund. Contributions to the Ad Funds will be used to develop brand-specific creative and working media and to make marketing infrastructure improvements to increase brand visibility. If the Ad Funds had been in place during fiscal 2025, contributions to the Once Upon A Child and Play It Again Sports Ad Funds would have been approximately $10.9 million and $7.0 million, respectively.

A portion of the Ad Funds’ proceeds will cover reasonable costs incurred by the Company in administering the Ad Funds, including investments in personnel or contractors and continued corporate investment in marketing activities.

The implementation of each Ad Fund is consistent with the Company’s existing franchise agreements, system standards, and franchise disclosure documents and does not amend the terms of any of the Company’s franchise agreements.

The Company anticipates that the primary impact on its financial statements from implementing the Ad Funds will be an increase in revenues and a corresponding increase in expenses.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

c
99.1		Third Quarter Results Press Release dated October 14, 2026
99.2		Quarterly Cash Dividend and Special Dividend Press Release dated October 14, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhibit 101)

SIGNATURES

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

co
	WINMARK CORPORATION

Date: October 14, 2026	By:	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

EX-99.1 2 wina-ex99d1.htm EX-99.1 2020 2nd Qtr Results (00022559).DOCX

Exhibit 99.1

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

THIRD QUARTER RESULTS

Minneapolis, MN (October 14, 2026) - Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended September 26, 2026 of $11,818,100 or $3.21 per share diluted compared to net income of $11,136,500 or $3.02 per share diluted in 2025. For the nine months ended September 26, 2026, net income was $31,467,700 or $8.51 per share diluted compared to net income of $31,694,200 or $8.61 per share diluted for the same period last year. 2025 year-to-date results included $2.2 million of leasing income from the settlement of customer litigation.

“During the quarter, Winmark launched the North American Advertising Fund for Plato’s Closet and recently delivered a point-of-sale pilot at one of our franchised locations. Additionally, we have announced North American Advertising Funds for our Once Upon A Child and Play It Again Sports brands for campaigns starting in 2027,” stated Brett D. Heffes, Chair and Chief Executive Officer. “For many years Winmark and our franchisees have underinvested in the marketing necessary to consistently amplify our message across North America. We are taking the appropriate steps to expand awareness of our brands.”

Winmark - the Resale Company®, is a nationally recognized franchisor focused on sustainability and small business formation. We champion and guide entrepreneurs interested in operating one of our award winning resale franchises: Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®. At September 26, 2026, there were 1,398 franchises in operation and over 2,800 available territories. An additional 79 franchises have been awarded but are not open.

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to future events or the future financial performance of the Company. Such forward-looking statements are only predictions or statements of intention subject to risks and uncertainties and actual events or results could differ materially from those anticipated. Because actual results may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

WINMARK CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)


	September 26, 2026		December 27, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	27,964,200	$	10,295,700
Restricted cash		150,000		165,000
Receivables, net		2,253,300		1,483,500
Income tax receivable		—		463,600
Inventories		789,200		362,500
Prepaid expenses		1,447,200		1,325,700
Total current assets		32,603,900		14,096,000

Property and equipment, net		1,214,400		1,219,000
Operating lease right of use asset		1,482,300		1,761,500
Intangible assets, net		2,020,800		2,286,300
Capitalized software		2,272,400		—
Goodwill		607,500		607,500
Other assets		528,500		506,400
Deferred income taxes		4,304,900		4,407,400
	$	45,034,700	$	24,884,100

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	1,824,800	$	1,673,900
Income tax payable		100,200		—
Accrued liabilities		6,612,500		2,324,800
Deferred revenue		1,666,900		1,667,300
Total current liabilities		10,204,400		5,666,000
Long-Term Liabilities:
Line of credit/Term loan		30,000,000		30,000,000
Notes payable, net		29,974,700		29,961,000
Deferred revenue		8,447,400		8,350,100
Operating lease liabilities		1,869,500		2,414,200
Other liabilities		1,936,000		2,175,200
Total long-term liabilities		72,227,600		72,900,500
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,559,195 and 3,571,861 shares issued and outstanding		15,181,700		19,612,800
Retained earnings (accumulated deficit)		(52,579,000)		(73,295,200)
Total shareholders’ equity (deficit)		(37,397,300)		(53,682,400)
	$	45,034,700	$	24,884,100

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 26, 2026		September 27, 2025		September 26, 2026		September 27, 2025
Revenue:
Royalties	$	21,707,800	$	20,911,300	$	61,087,600	$	57,348,000
North American advertising fund		3,825,300		—		3,825,300		—
Software		497,100		93,100		678,900		278,900
Franchise fees		330,100		417,600		1,092,500		1,088,100
Merchandise sales		1,031,500		693,600		2,544,700		2,438,500
Leasing income		—		46,600		—		2,401,100
Other		498,700		470,700		1,477,200		1,414,800
Total revenue		27,890,500		22,632,900		70,706,200		64,969,400
North American advertising fund expense		3,825,300		—		3,825,300		—
Cost of merchandise sold		947,300		663,300		2,384,200		2,318,100
Selling, general and administrative expenses		7,332,100		7,046,400		22,708,200		21,070,500
Income from operations		15,785,800		14,923,200		41,788,500		41,580,800
Interest expense		(610,300)		(610,300)		(1,834,000)		(1,833,900)
Interest and other income		242,100		310,300		516,500		714,800
Income before income taxes		15,417,600		14,623,200		40,471,000		40,461,700
Provision for income taxes		(3,599,500)		(3,486,700)		(9,003,300)		(8,767,500)
Net income	$	11,818,100	$	11,136,500	$	31,467,700	$	31,694,200
Earnings per share - basic	$	3.29	$	3.13	$	8.79	$	8.94
Earnings per share - diluted	$	3.21	$	3.02	$	8.51	$	8.61
Weighted average shares outstanding - basic		3,588,328		3,553,211		3,581,906		3,543,766
Weighted average shares outstanding - diluted		3,685,668		3,693,154		3,697,251		3,679,745

Winmark Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended
		September 26, 2026		September 27, 2025
OPERATING ACTIVITIES:
Net income		$	31,467,700	$	31,694,200
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment			281,300		295,500
Amortization of intangible assets			265,500		265,500
Compensation expense related to stock options			1,917,200		1,666,900
Deferred income taxes			102,600		160,100
Operating lease right of use asset amortization			279,200		252,700
Tax benefits on exercised stock options			898,800		1,091,900
Change in operating assets and liabilities:
Receivables			(769,800)		(316,500)
Income tax receivable/payable			(335,000)		(998,500)
Inventories			(426,700)		113,900
Prepaid expenses			(121,600)		(44,500)
Other assets			(22,100)		(5,000)
Accounts payable			150,900		(188,800)
Accrued and other liabilities			1,763,500		2,054,900
Deferred revenue			96,900		331,500
Net cash provided by operating activities			35,548,400		36,373,800
INVESTING ACTIVITIES:
Capitalized software			(2,272,400)		—
Purchase of property and equipment			(276,700)		(172,700)
Net cash used for investing activities			(2,549,100)		(172,700)
FINANCING ACTIVITIES:
Repurchases of common stock			(8,091,600)		(2,418,700)
Proceeds from exercises of stock options			3,497,200		3,754,000
Dividends paid			(10,751,400)		(9,991,400)
Net cash used for financing activities			(15,345,800)		(8,656,100)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			17,653,500		27,545,000
Cash, cash equivalents and restricted cash, beginning of period			10,460,700		12,329,800
Cash, cash equivalents and restricted cash, end of period		$	28,114,200	$	39,874,800

SUPPLEMENTAL DISCLOSURES:
Cash paid for interest		$	1,802,900	$	1,815,500
Cash paid for income taxes		$	8,210,800	$	8,514,100

SUPPLEMENTAL NONCASH FINANCING ACTIVITIES
During the nine months ended September 26, 2026, the Company repurchased $9.85 million of its common stock under its share repurchase program. At September 26, 2026, $1.75 million of such repurchases was included in Accrued liabilities within the Condensed Balance Sheets. Cash payments for repurchased shares during the quarter totaled $8.10 million.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Balance Sheets to the total of the same amounts shown above:
		Nine Months Ended
		September 26, 2026		September 27, 2025
Cash and cash equivalents		$	27,964,200	$	39,734,800
Restricted cash			150,000		140,000
Total cash, cash equivalents and restricted cash		$	28,114,200	$	39,874,800

EX-99.2 3 wina-ex99d2.htm EX-99.2 Ex_99.1_2017_2nd_Qtr_Dividend.DOCX

Exhibit 99.2

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

QUARTERLY CASH DIVIDEND AND SPECIAL DIVIDEND

Minneapolis, MN (October 14, 2026) - Winmark Corporation (Nasdaq: WINA) announced today that its Board of Directors approved the payment of a quarterly cash dividend to shareholders. The quarterly dividend of $1.02 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. Future dividends will be subject to Board approval.

Additionally, the Board of Directors approved the payment of a special dividend to shareholders. The special dividend of $4.00 per share will be paid on December 1, 2026 to shareholders of record at the close of business on November 11, 2026. The total amount of the special dividend will be approximately $14.2 million based on the current number of shares outstanding. It is anticipated that Winmark will use cash on hand to finance the special dividend. Future dividends will be subject to board approval.

“We are retaining higher levels of cash than in recent years to provide additional flexibility with respect to share repurchases as well as the upcoming maturity of $60 million of debt over the next thirty months. We believe this is the appropriate move for our capital structure,” stated Brett D. Heffes, Chair and Chief Executive Officer.