Form 4: Winmark CFO Anthony Ishaug Exercises Stock Options, Sells Shares for Tax and Exercise Costs

Sentiment:

Insider Transaction Report 2 June 2025 4:47 PM

Winmark Corp's Chief Financial Officer, Anthony D. Ishaug, exercised 6,800 employee stock options and subsequently sold 4,000 shares to cover the exercise price and associated taxes, resulting in a net increase of 2,800 shares in his direct beneficial ownership.

Summary

Anthony D. Ishaug, Chief Financial Officer of Winmark Corp (WINA), engaged in transactions involving the company's common stock on May 30, 2025.
Mr. Ishaug exercised employee stock options to acquire 6,800 shares of common stock at an exercise price of $90.99 per share.
Concurrently, he sold a total of 4,000 shares of common stock across five separate transactions.
These sales were conducted at average prices ranging from $420.60 to $428.14 per share.
The stated purpose of these sales was to cover a portion of the exercise price and taxes due on the option exercises.
Following these transactions, Mr. Ishaug's direct beneficial ownership of Winmark Corp common stock stands at 56,683 shares.
A new employee stock option for 1,888 shares at an exercise price of $424.82 was acquired on June 1, 2025, which will be exercisable from June 1, 2026, and expires on June 1, 2035.
Mr. Ishaug continues to hold a significant number of unexercised employee stock options with various exercise prices and expiration dates, generally vesting at 25% per year over four years.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While there are sales, they are explicitly for tax and exercise cost coverage, which is a neutral event. The underlying action is the exercise of options, indicating the CFO is realizing value from long-held options, and there's a net increase in beneficial ownership, which is positive for alignment with shareholders.

Positives

The CFO exercised a significant number of employee stock options (6,800 shares), indicating a realization of value from his compensation at an exercise price of $90.99, which is substantially below the current market prices at which shares were sold.
The net effect of the transactions is an increase of 2,800 shares in the CFO's direct beneficial ownership (6,800 acquired minus 4,000 sold), which generally aligns management's interests with those of shareholders.
The sales were explicitly for covering exercise costs and taxes, which is a common and expected practice for option exercises, rather than a discretionary sale that might signal a lack of confidence.
The acquisition of new employee stock options (1,888 shares) further aligns management incentives with the company's future performance.

Negatives

The sale of 4,000 shares, even if for tax purposes, represents a reduction in the CFO's direct holdings from the peak immediately after the option exercise.

Future Outlook

The document does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is a regulatory filing focused on insider transactions.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation, specifically the exercise of employee stock options and subsequent 'sell-to-cover' sales for tax purposes. Such transactions are common across industries as a mechanism for executives to realize value from their equity compensation while managing tax obligations. It does not provide broader insights into Winmark Corp's industry trends or competitive landscape.

Stakeholder Impact

Shareholders: The net increase in the CFO's direct beneficial ownership (2,800 shares) through option exercise and subsequent 'sell-to-cover' sales aligns management's interests with shareholders, potentially signaling confidence in the company's long-term prospects. The sales themselves are not discretionary and are a routine part of executive compensation.
Employees: The document highlights the ongoing use of employee stock options as part of executive compensation, which is a common practice that can motivate and retain key personnel.

Key Dates

Date	Description
12/14/2016	Date exercisable for 6,800 employee stock options with exercise price $90.99.
06/01/2017	Date exercisable for 5,783 employee stock options with exercise price $98.25.
12/12/2017	Date exercisable for 6,800 employee stock options with exercise price $125.50.
06/01/2018	Date exercisable for 4,184 employee stock options with exercise price $122.50.
12/11/2018	Date exercisable for 5,000 employee stock options with exercise price $134.25.
06/01/2019	Date exercisable for 4,302 employee stock options with exercise price $143.20.
12/11/2019	Date exercisable for 5,000 employee stock options with exercise price $156.00.
06/01/2020	Date exercisable for 3,394 employee stock options with exercise price $164.84.
12/16/2020	Date exercisable for 4,000 employee stock options with exercise price $176.20.
06/01/2021	Date exercisable for 3,305 employee stock options with exercise price $143.87.
12/14/2021	Date exercisable for 4,000 employee stock options with exercise price $183.87.
06/01/2022	Date exercisable for 4,000 employee stock options with exercise price $195.82.
12/13/2022	Date exercisable for 5,700 employee stock options with exercise price $261.32.
06/01/2023	Date exercisable for 5,920 employee stock options with exercise price $197.80.
12/12/2023	Date exercisable for 3,780 employee stock options with exercise price $238.60.
06/01/2024	Date exercisable for 2,600 employee stock options with exercise price $325.99.
05/30/2025	Date of earliest transaction, including exercise of 6,800 options and sale of 4,000 shares.
06/01/2025	Date of acquisition of 1,888 new employee stock options with exercise price $424.82.
06/02/2025	Signature date of the reporting person for the Form 4 filing.
12/14/2025	Expiration date for 6,800 employee stock options with exercise price $90.99 (exercised on 05/30/2025).
06/01/2026	Date exercisable for 1,888 new employee stock options with exercise price $424.82; also expiration date for 5,783 employee stock options with exercise price $98.25.
12/12/2026	Expiration date for 6,800 employee stock options with exercise price $125.50.
06/06/2027	Expiration date for 4,184 employee stock options with exercise price $122.50.
12/11/2027	Expiration date for 5,000 employee stock options with exercise price $134.25.
06/01/2028	Expiration date for 4,302 employee stock options with exercise price $143.20.
12/11/2028	Expiration date for 5,000 employee stock options with exercise price $156.00.
06/01/2029	Expiration date for 3,394 employee stock options with exercise price $164.84.
12/16/2029	Expiration date for 4,000 employee stock options with exercise price $176.20.
06/01/2030	Expiration date for 3,305 employee stock options with exercise price $143.87.
12/14/2030	Expiration date for 4,000 employee stock options with exercise price $183.87.
06/01/2031	Expiration date for 4,000 employee stock options with exercise price $195.82.
12/13/2031	Expiration date for 5,700 employee stock options with exercise price $261.32.
06/01/2032	Expiration date for 5,920 employee stock options with exercise price $197.80.
12/12/2032	Expiration date for 3,780 employee stock options with exercise price $238.60.
06/01/2033	Expiration date for 2,600 employee stock options with exercise price $325.99.
06/01/2034	Expiration date for 2,260 employee stock options with exercise price $355.90.
12/09/2034	Expiration date for 2,060 employee stock options with exercise price $400.97.
06/01/2035	Expiration date for 1,888 new employee stock options with exercise price $424.82.

Recommendation

hold

Keywords

Winmark Corp, WINA, SEC Form 4, Insider Trading, Stock Options, Employee Stock Option, CFO, Anthony D. Ishaug, Share Sale, Option Exercise, Beneficial Ownership, Executive Compensation

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