8-K

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): April 15, 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 April 15, 2026, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the first quarter ended March 28, 2026. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.01Regulation FD Disclosure

On April 15, 2026, the Company announced in a press release its results of operations and financial condition for the first quarter ended March 28, 2026. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

On April 15, 2026, the Company announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders. The quarterly dividend of $1.02 per share will be paid on June 1, 2026 to shareholders of record on the close of business on May 13, 2026. Future dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report of Form 8-K.

Item 8.01Other Events

On April 15, 2026, the Company announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders. The quarterly dividend of $1.02 per share will be paid on June 1, 2026 to shareholders of record on the close of business on May 13, 2026. Future dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report of Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

c
99.1	First Quarter Results Press Release dated April 15, 2026
99.2	Quarterly Cash Dividend Press Release dated April 15, 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: April 15, 2026	By:	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

FIRST QUARTER RESULTS

Minneapolis, MN (April 15, 2026)  -  Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended March 28, 2026 of $9,254,700 or $2.50 per share diluted compared to net income of $9,956,400 or $2.71 per share diluted in 2025. First quarter 2025 results included $2.2 million of leasing income from the settlement of customer litigation.

“During the quarter we introduced two significant enhancements to our business model in partnership with our franchisees,” noted Brett D. Heffes, Chair and Chief Executive Officer. “We are launching a North American Ad Fund for Plato’s Closet as well as modernizing the point-of-sale offering for our franchisees. These two improvements are intended to provide permanent vehicles to fund ongoing reinvestment in marketing, technology and innovation initiatives on behalf of our franchisees.” For additional details on these announcements, please refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2026.

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 March 28, 2026, there were 1,383 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 result may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

WINMARK CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)

	March 28, 2026		December 27, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	19,828,300	$	10,295,700
Restricted cash		100,000		165,000
Receivables, net		2,002,500		1,483,500
Income tax receivable		—		463,600
Inventories		421,400		362,500
Prepaid expenses		2,698,800		1,325,700
Total current assets		25,051,000		14,096,000
Property and equipment, net		1,138,400		1,219,000
Operating lease right of use asset		1,670,700		1,761,500
Intangible assets, net		2,197,800		2,286,300
Goodwill		607,500		607,500
Other assets		525,400		506,400
Deferred income taxes		4,407,400		4,407,400
	$	35,598,200	$	24,884,100
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	1,057,500	$	1,673,900
Income tax payable		1,919,100		—
Accrued liabilities		4,496,800		2,324,800
Deferred revenue		1,654,700		1,667,300
Total current liabilities		9,128,100		5,666,000
Long-Term Liabilities:
Line of credit/Term loan		30,000,000		30,000,000
Notes payable, net		29,965,600		29,961,000
Deferred revenue		8,307,000		8,350,100
Operating lease liabilities		2,235,800		2,414,200
Other liabilities		2,170,400		2,175,200
Total long-term liabilities		72,678,800		72,900,500
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,577,671 and 3,571,861 shares issued and outstanding		21,260,800		19,612,800
Retained earnings (accumulated deficit)		(67,469,500)		(73,295,200)
Total shareholders’ equity (deficit)		(46,208,700)		(53,682,400)
	$	35,598,200	$	24,884,100

2

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 28, 2026		March 29, 2025
Revenue:
Royalties	$	19,262,800	$	17,774,700
Leasing income		—		2,307,800
Merchandise sales		653,900		941,300
Franchise fees		342,900		332,100
Other		590,100		563,800
Total revenue		20,849,700		21,919,700
Cost of merchandise sold		618,500		888,300
Selling, general and administrative expenses		7,869,600		7,434,800
Income from operations		12,361,600		13,596,600
Interest expense		(613,900)		(613,900)
Interest and other income		118,700		149,900
Income before income taxes		11,866,400		13,132,600
Provision for income taxes		(2,611,700)		(3,176,200)
Net income	$	9,254,700	$	9,956,400
Earnings per share - basic	$	2.59	$	2.81
Earnings per share - diluted	$	2.50	$	2.71
Weighted average shares outstanding - basic		3,573,767		3,538,647
Weighted average shares outstanding - diluted		3,708,538		3,672,943

3

Winmark Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 28, 2026		March 29, 2025
OPERATING ACTIVITIES:
Net income	$	9,254,700	$	9,956,400
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		95,200		97,200
Amortization of intangible assets		88,500		88,500
Compensation expense related to stock options		614,100		536,600
Operating lease right of use asset amortization		90,800		82,200
Tax benefits on exercised stock options		302,800		—
Change in operating assets and liabilities:
Receivables		(519,000)		(1,250,000)
Income tax receivable/payable		2,079,900		2,980,000
Inventories		(58,900)		59,400
Prepaid expenses		(1,373,100)		323,700
Other assets		(19,000)		(25,200)
Accounts payable		(616,400)		(18,000)
Accrued and other liabilities		1,993,500		2,018,300
Deferred revenue		(55,800)		229,300
Net cash provided by operating activities		11,877,300		15,078,400
INVESTING ACTIVITIES:
Purchase of property and equipment		(14,600)		(51,200)
Net cash used for investing activities		(14,600)		(51,200)
FINANCING ACTIVITIES:
Repurchases of common stock		—		(2,249,900)
Proceeds from exercises of stock options		1,033,900		47,700
Dividends paid		(3,429,000)		(3,186,000)
Net cash used for financing activities		(2,395,100)		(5,388,200)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		9,467,600		9,639,000
Cash, cash equivalents and restricted cash, beginning of period		10,460,700		12,329,800
Cash, cash equivalents and restricted cash, end of period	$	19,928,300	$	21,968,800
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	604,000	$	604,000
Cash paid for income taxes	$	207,600	$	196,200
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Condensed Balance Sheets to the total of the same amounts shown above:
	Three Months Ended
	March 27, 2026		March 29, 2025
Cash and cash equivalents	$	19,828,300	$	21,828,800
Restricted cash		100,000		140,000
Total cash, cash equivalents and restricted cash	$	19,928,300	$	21,968,800

4

EX-99.2

Exhibit 99.2

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

QUARTERLY CASH DIVIDEND

Minneapolis, MN (April 15, 2026)  -  Winmark Corporation (Nasdaq: WINA) announced today that its Board of Directors has approved the payment of a quarterly cash dividend to shareholders. The quarterly dividend of $1.02 per share will be paid on June 1, 2026 to shareholders of record on the close of business on May 13, 2026. Future dividends will be subject to Board approval.

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 March 28, 2026, there were 1,383 franchises in operation and over 2,800 available territories.  An additional 79 franchises have been awarded but are not open.  

XML

Document and Entity Information	Apr. 15, 2026
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Apr. 15, 2026
Entity File Number	000-22012
Entity Registrant Name	Winmark Corporation
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-1622691
Entity Address, Address Line One	605 Highway 169 North
Entity Address, Adress Line Two	Suite 400
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55441
City Area Code	763
Local Phone Number	520-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	WINA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000908315
Amendment Flag	false