WINMARK CORP (Form: 8-K, Received: 02/18/2026 11:23:16)

0000908315false00009083152026-02-182026-02-18

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): February 18, 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 February 18, 2026, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the year ended December 27, 2025. 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 February 18, 2025, the Company announced in a press release its results of operations and financial condition for the year ended December 27, 2025. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1

Year End Results Press Release dated February 18, 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: February 18, 2026	By:	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

Exhibit 99.1

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

YEAR END RESULTS

Minneapolis, MN (February 18, 2026) - Winmark Corporation (Nasdaq: WINA) announced today net income for the year ended December 27, 2025 of $41,654,100 or $11.30 per share diluted compared to net income of $39,954,200 or $10.89 per share diluted in 2024. The fourth quarter 2025 net income was $9,959,900 or $2.69 per share diluted compared to net income of $9,583,100 or $2.60 per share diluted for the same period last year. Revenues for the year ended December 27, 2025 were $86,055,700, up from $81,289,100 in 2024.

“During the year, Winmark made significant investments in marketing, technology, and innovation. We will continue to build a strong foundation in these areas to support our franchisees and enhance our shared business model.” Commented Brett D. Heffes, Chair and Chief Executive Officer.

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 December 27, 2025, there were 1,378 franchises in operation and over 2,800 available territories. An additional 82 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)


	December 27, 2025		December 28, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	10,295,700	$	12,189,800
Restricted cash		165,000		140,000
Receivables, net		1,483,500		1,336,400
Income tax receivable		463,600		96,400
Inventories		362,500		397,600
Prepaid expenses		1,325,700		1,205,400
Total current assets		14,096,000		15,365,600

Property and equipment, net		1,219,000		1,419,400
Operating lease right of use asset		1,761,500		2,108,700
Intangible assets, net		2,286,300		2,640,300
Goodwill		607,500		607,500
Other assets		506,400		491,200
Deferred income taxes		4,407,400		4,211,800
	$	24,884,100	$	26,844,500

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	1,673,900	$	1,562,000
Accrued liabilities		2,324,800		1,866,200
Deferred revenue		1,667,300		1,659,700
Total current liabilities		5,666,000		5,087,900
Long-Term Liabilities:
Line of credit/Term loan		30,000,000		30,000,000
Notes payable, net		29,961,000		29,942,800
Deferred revenue		8,350,100		8,027,600
Operating lease liabilities		2,414,200		3,092,800
Other liabilities		2,175,200		1,739,500
Total long-term liabilities		72,900,500		72,802,700
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,571,861 and 3,539,744 shares issued and outstanding		19,612,800		14,790,500
Retained earnings (accumulated deficit)		(73,295,200)		(65,836,600)
Total shareholders’ equity (deficit)		(53,682,400)		(51,046,100)
	$	24,884,100	$	26,844,500

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Quarter Ended				Fiscal Year Ended
	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Revenue:
Royalties	$	19,004,800	$	17,642,800	$	76,352,800	$	72,198,500
Leasing income		230,700		134,500		2,631,800		1,811,800
Merchandise sales		844,300		862,900		3,282,800		3,601,300
Franchise fees		437,800		362,800		1,525,800		1,545,600
Other		568,700		545,100		2,262,500		2,131,900
Total revenue		21,086,300		19,548,100		86,055,700		81,289,100
Cost of merchandise sold		786,300		816,700		3,104,400		3,379,200
Leasing expense		—		—		—		36,600
Provision for credit losses		—		—		—		(1,500)
Selling, general and administrative expenses		7,286,900		5,965,200		28,357,400		24,944,200
Income from operations		13,013,100		12,766,200		54,593,900		52,930,600
Interest expense		(612,900)		(693,600)		(2,446,800)		(2,856,900)
Interest and other income		273,800		295,100		988,500		1,150,300
Income before income taxes		12,674,000		12,367,700		53,135,600		51,224,000
Provision for income taxes		(2,714,100)		(2,784,600)		(11,481,500)		(11,269,800)
Net income	$	9,959,900	$	9,583,100	$	41,654,100	$	39,954,200
Earnings per share - basic	$	2.79	$	2.71	$	11.73	$	11.36
Earnings per share - diluted	$	2.69	$	2.60	$	11.30	$	10.89
Weighted average shares outstanding - basic		3,567,717		3,533,107		3,549,753		3,516,122
Weighted average shares outstanding - diluted		3,702,597		3,679,992		3,685,457		3,667,479

Winmark Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


		Year Ended
		December 27, 2025		December 28, 2024
OPERATING ACTIVITIES:
Net income		$	41,654,100	$	39,954,200
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment			392,700		445,300
Amortization of intangible assets			354,000		354,000
Provision for credit losses			—		(1,500)
Compensation expense related to stock options			2,283,300		1,988,000
Deferred income taxes			(195,600)		(159,400)
Operating lease right of use asset amortization			347,300		317,100
Tax benefits on exercised stock options			1,619,000		1,307,700
Change in operating assets and liabilities:
Receivables			(147,100)		138,900
Principal collections on lease receivables			—		104,700
Income tax receivable/payable			(1,986,200)		(1,372,800)
Inventories			35,100		(11,500)
Prepaid expenses			(120,300)		186,700
Other assets			(15,200)		(19,900)
Accounts payable			111,700		(157,400)
Accrued and other liabilities			233,900		(1,251,900)
Rents received in advance and security deposits			—		(28,000)
Deferred revenue			330,100		363,700
Net cash provided by operating activities			44,896,800		42,157,900
INVESTING ACTIVITIES:
Purchase of property and equipment			(192,300)		(194,900)
Net cash used for investing activities			(192,300)		(194,900)
FINANCING ACTIVITIES:
Payments on notes payable			—		(9,187,500)
Repurchases of common stock			(2,418,700)		—
Proceeds from exercises of stock options			4,957,800		5,033,700
Dividends paid			(49,112,700)		(38,865,900)
Net cash used for financing activities			(46,573,600)		(43,019,700)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			(1,869,100)		(1,056,700)
Cash, cash equivalents and restricted cash, beginning of period			12,329,800		13,386,500
Cash, cash equivalents and restricted cash, end of period		$	10,460,700	$	12,329,800
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest		$	2,415,700	$	2,851,000
Cash paid for income taxes		$	11,814,700	$	11,168,700

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:
		Year Ended
		December 27, 2025		December 28, 2024
Cash and cash equivalents		$	10,295,700	$	12,189,800
Restricted cash			165,000		140,000
Total cash, cash equivalents and restricted cash		$	10,460,700	$	12,329,800