UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
99.1 | ||
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.
WINMARK CORPORATION | ||
Date: October 14, 2026 | By: | /s/ Anthony D. Ishaug |
Anthony D. Ishaug | ||
Chief Financial Officer and Treasurer | ||