Form 4: Winmark Director Receives New Stock Option Grant
Insider Transaction Report
Winmark Corp. Director Philip Irving Smith was granted 256 non-employee stock options with an exercise price of $444.54, vesting over four years.
Summary
- Philip Irving Smith, a Director at Winmark Corp. (WINA), was granted 256 non-employee stock options on December 15, 2025.
- The exercise price for these newly granted options is $444.54 per share.
- These options will vest at a rate of 25% per year over four years, with the first exercisable date being December 15, 2026, and an expiration date of December 15, 2035.
- Following this transaction, Philip Irving Smith beneficially owns a total of 6,256 derivative securities in the form of non-employee stock options, including previously granted options with exercise prices ranging from $291.01 to $446.68.
Sentiment
Score: 6
Explanation: The sentiment is slightly positive as the grant of stock options to a director generally aligns management's interests with shareholders, promoting long-term value creation. However, it is a routine compensation event and not indicative of significant operational or financial news.
Positives
- The grant of stock options aligns the director's financial interests with those of the shareholders, incentivizing long-term company performance.
- The vesting schedule encourages continued service and commitment from the director.
Risks
- The value of the stock options is dependent on the future market price of Winmark Corp. common stock exceeding the respective exercise prices.
- Unvested options may be forfeited if the director's service terminates before the vesting conditions are met.
Future Outlook
This filing does not contain forward-looking statements or guidance regarding the company's financial performance or strategic outlook.
Industry Context
The grant of stock options to directors is a common practice across various industries to incentivize leadership and align their interests with long-term shareholder value creation. This transaction is consistent with typical executive and director compensation structures.
Related Party Transactions
- The grant of 256 non-employee stock options to Philip Irving Smith, a Director of Winmark Corp., constitutes a related party transaction as it involves compensation provided to a member of the company's board.
Stakeholder Impact
- Shareholders: The option grant aligns the director's incentives with shareholder interests, potentially leading to decisions that enhance long-term stock value.
- Employees: No direct impact on general employees is indicated by this filing.
Next Steps
- The newly granted options will vest at 25% per year over the next four years, starting from December 15, 2026.
Key Dates
| Date | Description |
|---|---|
| 03/01/2024 | Date exercisable for 4,500 non-employee stock options with an exercise price of $291.01. |
| 06/01/2024 | Date exercisable for 380 non-employee stock options with an exercise price of $325.99. |
| 12/11/2024 | Date exercisable for 240 non-employee stock options with an exercise price of $446.68. |
| 06/01/2025 | Date exercisable for 300 non-employee stock options with an exercise price of $355.90. |
| 12/09/2025 | Date exercisable for 300 non-employee stock options with an exercise price of $400.97. |
| 12/15/2025 | Transaction date for the acquisition of 256 non-employee stock options with an exercise price of $444.54. |
| 12/15/2026 | Date exercisable for the first 25% tranche of the 256 options granted on 12/15/2025. |
| 03/01/2033 | Expiration date for 4,500 non-employee stock options with an exercise price of $291.01. |
| 06/01/2033 | Expiration date for 380 non-employee stock options with an exercise price of $325.99. |
| 12/11/2033 | Expiration date for 240 non-employee stock options with an exercise price of $446.68. |
| 06/01/2034 | Expiration date for 300 non-employee stock options with an exercise price of $355.90. |
| 12/09/2034 | Expiration date for 300 non-employee stock options with an exercise price of $400.97. |
| 06/01/2035 | Expiration date for 280 non-employee stock options with an exercise price of $424.82. |
| 12/15/2035 | Expiration date for the 256 options granted on 12/15/2025. |
Keywords
Winmark Corp, WINA, Stock Options, Director Compensation, SEC Form 4, Equity Grant, Insider Transaction, Executive Compensation
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