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What changed in Wingstop Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Wingstop Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+152 added−155 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-19)

Top changes in Wingstop Inc.'s 2025 10-K

152 paragraphs added · 155 removed · 128 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe require our franchisees’ electronic information systems, including POS systems, to comply with and be maintained in accordance with established network security standards, including applicable Payment Card Industry and data privacy standards. Human Capital Resources As of December 28, 2024, we employed 1,335 employees, affectionately referred to as “team members,” of whom 325 were full-time corporate-based and regional personnel.
Biggest changeHuman Capital Resources As of December 27, 2025, we employed 1,367 employees, affectionately referred to as “team members,” of whom 345 were full-time corporate-based and regional personnel. The remainder were part-time or restaurant-level team members.
We offer our guests fresh, cooked-to-order wings, tenders, and chicken sandwiches with bold, layered flavors that touch all of the senses, and we complement our wings, tenders, and chicken sandwiches with fresh-cut, seasoned fries and fresh, hand-cut carrots and celery. We round out the flavor experience with ranch and bleu cheese dips that are made in-house daily.
We offer our guests fresh, cooked-to-order wings, tenders, and chicken sandwiches with bold, layered flavors that touch all of the senses, and we complement our wings, tenders, and chicken sandwiches with seasoned fries and fresh, hand-cut carrots and celery. We round out the flavor experience with ranch and bleu cheese dips that are made in-house daily.
We are also committed to providing competitive pay to compensate and reward our team members. All corporate management and staff and restaurant management positions for company-owned restaurants, including hourly assistant managers and shift leaders, are eligible for performance-based cash incentives. Our incentive plan reinforces and rewards individuals for achievement of specific company and/or restaurant business goals.
We are committed to providing competitive pay to compensate and reward our team members. All corporate management and staff and restaurant management positions for company-owned restaurants, including hourly assistant managers and shift leaders, are eligible for performance-based cash incentives. Our incentive plan reinforces and rewards individuals for achievement of specific company and/or restaurant business goals.
In addition to seeking to acquire new talent in the marketplace that share our values and goals, we recognize and support the growth and development of our team members 8 and offer opportunities to participate in regular talent and development planning reviews to assist us with growing our internal restaurant teams.
In addition to seeking to acquire new talent in the marketplace that share our values and goals, we recognize and support the growth and development of our team members and offer opportunities to participate in regular talent and development planning reviews to assist us with growing our internal restaurant teams.
Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act, and various other federal and state laws governing matters such as minimum wage requirements, overtime, fringe benefits, workplace safety and other working conditions and citizenship requirements.
Immigration Reform and Control Act of 1986, the 8 Occupational Safety and Health Act, and various other federal and state laws governing matters such as minimum wage requirements, overtime, fringe benefits, workplace safety and other working conditions and citizenship requirements.
Our domestic operating model provides for a low average initial investment of approximately $535,000, excluding real estate purchase or lease costs and pre-opening expenses. In year two of operation of a new restaurant, we target a franchisee unlevered cash-on-cash return of approximately 70%+.
Our domestic operating model provides for a low average initial investment of approximately $580,000, excluding real estate purchase or lease costs and pre-opening expenses. In year two of operation of a new restaurant, we target a franchisee unlevered cash-on-cash return of approximately 70%+.
Under our current standard franchise agreement, each franchisee is required to pay us a royalty of 6% of their gross sales net of discounts. Each restaurant also contributes 5.3% of gross sales net of discounts to the Ad Fund to fund national marketing and advertising campaigns.
Under our current standard franchise agreement, each franchisee is required to pay us a royalty of 6.0% of their gross sales net of discounts. Each restaurant also contributes 5.5% of gross sales net of discounts to the Ad Fund to fund national marketing and advertising campaigns.
All food items and packaging goods for Wingstop restaurants in the U.S. are currently supplied through one distributor. Currently, there are 21 geographically diverse distribution centers, which carry all products required for a Wingstop restaurant and service all of Wingstop’s domestic restaurants.
All food items and packaging goods for Wingstop restaurants in the U.S. are currently supplied through one distributor. Currently, there are 23 geographically diverse distribution centers, which carry all products required for a Wingstop restaurant and service all of Wingstop’s domestic restaurants.
We have a broad and diversified domestic franchisee base. Since 2014, the number of franchisees who own ten or more restaurants has more than doubled. This increase is consistent with our strategy to grow with our existing franchisees.
We have a broad and diversified domestic franchisee base. Since 2014, the number of franchisees who own 10 or more restaurants has more than doubled. This increase is consistent with our strategy to grow with our existing franchisees.
However, increased focus on environmental matters by legislative, governmental or other authorities may lead to new regulatory initiatives, particularly in the area of climate 9 change. We cannot predict the effect of possible future environmental legislation or regulations (including those related to climate change). During the 2024 fiscal year, we had no material environmental compliance-related capital expenditures.
However, increased focus on environmental matters by legislative, governmental or other authorities may lead to new regulatory initiatives, particularly in the area of climate change. We cannot predict the effect of possible future environmental legislation or regulations (including those related to climate change). During the 2025 fiscal year, we had no material environmental compliance-related capital expenditures.
Domestic franchisees are required to contribute 5.3% of gross sales to the Ad Fund.
Domestic franchisees are required to contribute 5.5% of gross sales to the Ad Fund.
Item 1. Business Throughout this report, unless the context indicates otherwise, Wingstop Inc. (NASDAQ: WING) and its consolidated subsidiaries are referred to as the “Company,” “Wingstop,” or in the first-person notations of “we,” “us,” and “our.” General Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world, with more than 2,550 locations worldwide.
Item 1. Business Throughout this report, unless the context indicates otherwise, Wingstop Inc. (NASDAQ: WING) and its consolidated subsidiaries are referred to as the “Company,” “Wingstop,” or in the first-person notations of “we,” “us,” and “our.” General Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world, with more than 3,050 locations worldwide.
Therefore, chicken is our largest product cost item and represented approximately 57.6% of all purchases for the 2024 fiscal year. Company-owned and franchised restaurants purchase their bone-in and boneless chicken wings, chicken tenders, and chicken fillets from suppliers that we designate and approve.
Therefore, chicken is our largest product cost item and represented approximately 57.2% of all purchases for the 2025 fiscal year. Company-owned and franchised restaurants purchase their bone-in and boneless chicken wings, chicken tenders, and chicken fillets from suppliers that we designate and approve.
Information / Technology Systems We have core information systems in place that, together with focused investments we are making in technology (including our proprietary digital platform), we believe are designed to scale and support our future growth plans.
Information / Technology Systems We have core information systems in place that, together with focused investments we have made and continue to make in technology (including our proprietary digital platform), we believe are designed to scale and support our future growth plans.
Our domestic market expansion strategy focuses on maximizing our brand market share and visibility in key priority markets. We have a robust development pipeline with approximately 90% of our domestic commitments as of December 28, 2024 from existing franchisees, supporting the strength of our restaurant business model and our positive franchisor-franchisee relationships.
Our domestic market expansion strategy focuses on maximizing our brand market share and visibility in key priority markets. We have a robust development pipeline with 100% of our domestic commitments as of December 27, 2025 from existing franchisees, supporting the strength of our restaurant business model and our positive franchisor-franchisee relationships.
Existing franchisees accounted for more than 90% of franchised restaurants opened in each of 2023 and 2024, which we believe further underscores our restaurant model’s financial appeal. Upon the opening of a new restaurant, its sales volume generally builds year after year. Our domestic average unit volume (“AUV”) has grown consistently, approximating $2.1 million during fiscal year 2024.
Existing franchisees accounted for more than 90% of franchised restaurants opened in each of 2024 and 2025, which we believe further underscores our restaurant model’s financial appeal. Upon the opening of a new restaurant, its sales volume generally builds year after year. Our domestic average unit volume (“AUV”) was approximately $2.0 million during fiscal year 2025.
As of December 28, 2024, our domestic franchise base of 196 franchisees had an average restaurant ownership of approximately eleven restaurants per franchisee and an average tenure of ten years. U.S. Franchise Agreements We enter into area development agreements with U.S. franchisees, pursuant to which they are granted the right to develop restaurants in a defined market area.
As of December 27, 2025, our domestic franchise base of 186 franchisees had an average restaurant ownership of approximately 14 restaurants per franchisee and an average tenure of 16 years. U.S. Franchise Agreements We enter into area development agreements with U.S. franchisees, pursuant to which they are granted the right to develop restaurants in a defined market area.
We also believe that there is a significant opportunity to grow our business internationally. In fiscal year 2024, we opened 71 net new international restaurants, and as of December 28, 2024, we had 359 international restaurants located in 11 countries and U.S. territories, all of which were franchised.
We also believe that there is a significant opportunity to grow our business internationally. In fiscal year 2025, we opened 111 net new international restaurants, and as of December 27, 2025, we had 470 international restaurants located in 18 countries and U.S. territories, all of which were franchised.
Available Information We make available, free of charge, through our internet website www.wingstop.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
To learn more about how Wingstop Charities is making an impact in our local communities, visit www.wingstopcharities.org. 9 Available Information We make available, free of charge, through our internet website www.wingstop.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Our Franchise Franchise Overview Our franchisees operated a total of 2,513 restaurants in 45 states and 12 countries and U.S. territories as of December 28, 2024. We have rigorous qualification criteria and training programs for our franchisees and require them to adhere to strict operating standards.
Our Franchise Franchise Overview Our franchisees operated a total of 2,999 restaurants in 47 states and 18 countries and U.S. territories as of December 27, 2025. We have rigorous qualification criteria and training programs for our franchisees and require them to adhere to strict operating standards.
We have a proprietary online ordering platform and mobile ordering applications that integrate with third party delivery providers and our POS system, which makes it easy for our guests to order-ahead, and which we believe leads to higher check averages.
We have a proprietary online ordering platform and mobile ordering applications that integrate with third party delivery providers and our POS system, which makes it easy for our guests to order-ahead, and which we believe leads to higher check averages. During the year, we implemented Wingstop Smart Kitchen, our proprietary kitchen operating platform, in all domestic restaurants.
Under our current standard master franchise agreement, each master franchisee is also required to pay a continuing royalty fee as a percentage of sales, which varies among international markets, but is currently set at 6%.
The master franchisee is generally required to pay an initial, upfront development fee for the territory as well as a franchise fee for each restaurant opened. Under our current standard master franchise agreement, each master franchisee is also required to pay a continuing royalty fee as a percentage of sales, which varies among international markets.
The national advertising fund contribution rate increased to 5.3% from 5%, effective the first day of the fiscal second quarter 2024. These funds are managed by the Ad Fund and are primarily used to create advertising content and purchase digital and television advertising on a national level, as well as to support digital and technology-related costs.
These funds are managed by the Ad Fund and are primarily used to create advertising content and purchase digital and television advertising on a national level, as well as to support digital and technology-enabled marketing strategies.
Since its inception, Wingstop Charities has awarded more than 300 grants and contributed more than $6 million across three key programs: Community Grants, Team Member Assistance, and the Morrison Family Scholarship Program. To learn more about how Wingstop Charities is making an impact in our local communities, visit www.wingstopcharities.org.
Since its inception, Wingstop Charities has awarded more than 700 grants and contributed more than $7.0 million across three key programs: Community Grants, Team Member Assistance, and the Morrison Family Scholarship Program.
The remainder were part-time or restaurant-level team members. None of our team members are represented by a labor union or covered by a collective bargaining agreement, and we believe that we have good relations with our team members.
None of our team members are represented by a labor union or covered by a collective bargaining agreement, and we believe that we have good relations with our team members. Our franchise owners are independent business owners, so they and their employees are not considered our team members and are therefore not included in our team member count.
Beginning the fiscal first quarter of 2025, the advertising fund contribution rate will increase to 5.5% to support digital and technology-related costs. International Franchise Agreements Our markets outside of the United States are operated by master franchisees with franchise and distribution rights for entire regions or countries.
International Franchise Agreements Our markets outside of the United States are operated by master franchisees with franchise and distribution rights for entire regions or countries. The master franchise agreement typically requires the franchisees to open a minimum number of restaurants within a specified period.
Our franchise owners are independent business owners, so they and their employees are not considered our team members and are therefore not included in our team member count. Our human capital objectives include attracting, retaining, and accelerating the growth of our team members.
Our human capital objectives include attracting, retaining, and accelerating the growth of our team members.
Removed
The master franchise agreement typically requires the franchisees to open a minimum number of restaurants within a specified period. The master franchisee is generally required to pay an initial, upfront development fee for the territory as well as a franchise fee for each restaurant opened.
Added
The national advertising fund contribution rate increased to 5.5% from 5.3% effective the first day of fiscal year 2025, following a prior increase from 5.0% to 5.3% effective the first day of the fiscal second quarter of 2024, to support our digital and marketing technology tools and capabilities.
Removed
Diversity, Equity, and Inclusion We are committed to fostering an environment of diversity, equity, and inclusion, including among our board of directors, and having diverse representation across all levels of our workforce.
Added
This platform is designed to improve kitchen efficiency, including meaningful reductions in ticket times, while enhancing product quality and supporting the team member and guest experience. We require our franchisees’ electronic information systems, including POS systems, to comply with and be maintained in accordance with established network security standards, including applicable Payment Card Industry and data privacy standards.
Removed
Examples of some of our recent efforts and metrics include: • diversity and inclusion education training was offered to team members throughout the year; • 65% of our franchisees and 50% of our board of directors identify as diverse; • 90% of our team members identify as diverse; and • we are a member of the Women’s Foodservice Forum and the Multicultural Foodservice & Hospitality Alliance Group.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRegardless of whether any claim brought against us or a franchisee in the future is valid or whether we or they are liable, such a claim would be expensive to defend and may divert time, money and other valuable resources away from our or their operations and, thereby, hurt our business.
Biggest changeLitigation against a franchisee or its affiliates by third parties or regulatory agencies, whether in the ordinary course of business or otherwise, may also include claims against us by virtue of our relationship with the defendant-franchisee, whether under vicarious liability, joint employer, or other theories. 17 Regardless of whether any claim brought against us or a franchisee in the future is valid or whether we or they are liable, such a claim would be expensive to defend and may divert time, money and other valuable resources away from our or their operations and, thereby, hurt our business.
The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by making 14 cyber incidents more difficult to detect, contain, and mitigate for us, our franchisees, contractors, and third parties with whom we do business.
The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by 14 making cyber incidents more difficult to detect, contain, and mitigate for us, our franchisees, contractors, and third parties with whom we do business.
We may need to continue to make adjustments as updated guidance becomes available, or other privacy, 15 information security or data protection laws and regulations take effect in jurisdictions in which we currently operate or may in the future operate.
We may need to continue to make 15 adjustments as updated guidance becomes available, or other privacy, information security or data protection laws and regulations take effect in jurisdictions in which we currently operate or may in the future operate.
A regulatory, judicial or legislative determination that we are a “joint employer” with our franchisees or that our franchisees are part of one unified system subject to joint and several 17 liability could subject us and/or our franchisees to liability for employment-related, health and safety related and other liabilities of our franchisees and could cause us to incur other costs that have a material adverse effect on our profitability, which would adversely impact our business, financial condition, and results of operations.
A regulatory, judicial or legislative determination that we are a “joint employer” with our franchisees or that our franchisees are part of one unified system subject to joint and several liability could subject us and/or our franchisees to liability for employment-related, health and safety related and other liabilities of our franchisees and could cause us to incur other costs that have a material adverse effect on our profitability, which would adversely impact our business, financial condition, and results of operations.
In the last several years, this principle has been the subject of differing and inconsistent interpretations at the National Labor Relations Board (“NLRB”) and in the courts, and the question of whether a franchisor can be held liable for the actions or liabilities of a franchisee under a vicarious liability theory, sometimes called “joint employer,” has become highly fact dependent and generally uncertain.
In the last several years, this principle has been the subject of differing and inconsistent 19 interpretations at the National Labor Relations Board (“NLRB”) and in the courts, and the question of whether a franchisor can be held liable for the actions or liabilities of a franchisee under a vicarious liability theory, sometimes called “joint employer,” has become highly fact dependent and generally uncertain.
In addition, our cyber liability coverage may be inadequate or may not be available in the future on acceptable terms, or at all, and defending a suit, regardless of its merit, could be costly and divert management’s attention. See “Item 1C. Cybersecurity” for more information about the Company’s cybersecurity risk management and governance.
In addition, our cyber liability insurance coverage may be inadequate or may not be available in the future on acceptable terms, or at all, and defending a suit, regardless of its merit, could be costly and divert management’s attention. See “Item 1C. Cybersecurity” for more information about the Company’s cybersecurity risk management and governance.
Any litigation, including the imposition of fines or damage awards, could exceed or be excluded from insurance coverage, and, as a result, adversely affect the ability of a franchisee to make royalty payments or could generate negative publicity or otherwise adversely affect us. Damage to our reputation could negatively impact our business, financial condition, and results of operations.
Any litigation, including the imposition of fines or damage awards, could exceed or be excluded 21 from insurance coverage, and, as a result, adversely affect the ability of a franchisee to make royalty payments or could generate negative publicity or otherwise adversely affect us. Damage to our reputation could negatively impact our business, financial condition, and results of operations.
If we are unable to refinance or repay amounts under the securitized debt facility prior to the expiration of the applicable term, our cash flow would be directed to the repayment of the securitized debt and, other than management fees sufficient to cover 23 minimal selling, general and administrative expenses, would not be available for operating our business.
If we are unable to refinance or repay amounts under the securitized debt facility prior to the expiration of the applicable term, our cash flow would be directed to the repayment of the securitized debt and, other than management fees sufficient to cover minimal selling, general and administrative expenses, would not be available for operating our business.
If we are unable to recruit, 22 retain and motivate employees sufficiently to maintain our current business and support our projected growth, our business, financial condition, and operating results may be adversely affected. Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.
If we are unable to recruit, retain and motivate employees sufficiently to maintain our current business and support our projected growth, our business, financial condition, and operating results may be adversely affected. Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.
Also, reduced margins of franchisees could make it more difficult to sell franchises. If menu prices are increased by us and our franchisees to cover increased labor 20 costs, the higher prices could adversely affect transactions which could lower sales and thereby reduce our margins and the royalties that we receive from franchisees.
Also, reduced margins of franchisees could make it more difficult to sell franchises. If menu prices are increased by us and our franchisees to cover increased labor costs, the higher prices could adversely affect transactions which could lower sales and thereby reduce our margins and the royalties that we receive from franchisees.
The establishment of such laws in one state may have a ripple effect in other states, substantially increase labor costs and negatively impact our operating costs. 18 Our success depends in part upon effective advertising and marketing campaigns, which may not be successful, and franchisee support of such advertising and marketing campaigns.
The establishment of such laws in one state may have a ripple effect in other states, substantially increase labor costs and negatively impact our operating costs. Our success depends in part upon effective advertising and marketing campaigns, which may not be successful, and franchisee support of such advertising and marketing campaigns.
Negotiated incentives or discounts provided in connection with the opening of new markets may result in lower cash flows and profits than existing international markets. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local economic and market conditions.
Negotiated incentives or discounts provided in connection with the opening of new markets may result in lower cash flows and profits than existing international markets. 22 Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local economic and market conditions.
The risks associated with such negative 21 publicity cannot be eliminated or completely mitigated and may materially affect our business, financial condition, and results of operations. The availability of information on social media platforms is virtually immediate as is its impact.
The risks associated with such negative publicity cannot be eliminated or completely mitigated and may materially affect our business, financial condition, and results of operations. The availability of information on social media platforms is virtually immediate as is its impact.
Furthermore, if one of our key franchisees 11 were to become insolvent or otherwise were unable or unwilling to pay us royalties, Ad Fund contributions, or other amounts owed, our business, financial condition, and results of operations could be adversely affected.
Furthermore, if one of our key franchisees were to become insolvent or otherwise were unable or unwilling to pay us royalties, Ad Fund contributions, or other amounts owed, our business, financial condition, and results of operations could be adversely affected.
The securitized debt facility, under which certain of our wholly-owned subsidiaries issued and guaranteed fixed rate notes and variable funding notes, contain a number of covenants, with the most significant financial covenant being a debt service coverage calculation.
The securitized debt facility, under which certain of our wholly-owned subsidiaries issued and guaranteed fixed rate notes and variable funding notes, contain a number of covenants, with the most significant financial 23 covenant being a debt service coverage calculation.
Legislative, regulatory or other efforts, including those of the SEC and multiple states and countries, to combat ESG concerns could result in new or more stringent forms of oversight and expand mandatory and voluntary reporting, diligence and disclosure, which could increase costs and require resources dedicated toward the collection and disclosure of data (such as information regarding potential risks of climate change or greenhouse gas emissions), and bring additional focus on and further impact our business, results of operations, and financial condition.
Legislative, regulatory or other efforts, including those of the SEC and multiple states and countries, to address ESG concerns could result in new or more stringent forms of oversight and expand mandatory and voluntary reporting, diligence and disclosure, which could increase costs and require resources dedicated toward the collection and disclosure of data (such as information regarding potential risks of climate change or greenhouse gas emissions), and bring additional focus on and further impact our business, results of operations, and financial condition.
While we maintain control over advertising and marketing materials and can mandate certain strategic initiatives pursuant to our franchise agreements, we need the active support of our franchisees if the implementation of these initiatives is to be successful.
While we maintain control over advertising and marketing materials and can mandate certain strategic initiatives pursuant to 18 our franchise agreements, we need the active support of our franchisees if the implementation of these initiatives is to be successful.
We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state employment eligibility or immigration compliance laws.
We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal, state, and international employment eligibility or immigration compliance laws.
If a person is able to circumvent the security measures of our business, our franchisees’ businesses or those of other third parties, he or she could destroy or steal valuable information or disrupt the operations of our business.
If a person is able to circumvent the security measures of our business, our franchisees’ businesses or those of other third parties, he or she could destroy or steal valuable or personal information or disrupt the operations of our business.
Additional taxes or requirements to incur additional employee benefit costs, including the requirements of the Patient Protection and Affordable Care Act or any new or replacement healthcare requirements, could also adversely impact our operating costs.
Additional taxes or requirements to incur additional employee benefit costs, including the requirements of the Patient Protection and Affordable Care Act or any new or replacement healthcare requirements, could also adversely impact our and our franchisees’ operating costs.
The legal framework around privacy issues is rapidly evolving, as various federal and state government bodies are considering adopting new privacy laws and regulations.
The legal framework around privacy issues is rapidly evolving, as various federal, state, and international government bodies are considering adopting new privacy laws and regulations.
Our operating results may fluctuate significantly because of a number of factors, including: • the timing of new restaurant openings; • profitability of our restaurants, especially in new markets; • inflationary pressures and changes in interest rates; • increases and decreases in average weekly sales and same store sales, including due to the timing and popularity of sporting and other events; • macroeconomic and geopolitical conditions, globally, nationally and locally; • changes in consumer discretionary spending, consumer preferences and competitive conditions; 19 • legal and regulatory changes; • costs associated with litigation; • increases in infrastructure costs; and • fluctuations in commodity prices.
Our operating results may fluctuate significantly because of a number of factors, including: • the timing of new restaurant openings; • profitability of our restaurants, especially in new markets; • inflationary pressures and changes in interest rates; • increases and decreases in average weekly sales and same store sales, including due to the timing and popularity of sporting and other events; • macroeconomic and geopolitical conditions, globally, nationally and locally; • changes in consumer discretionary spending, consumer preferences and competitive conditions; • legal and regulatory changes; • costs associated with litigation or arbitration; • increases in infrastructure costs; and • fluctuations in commodity prices.
As a result, any such claim could have a material adverse effect on our business, results of operations, and financial condition. Environmental, social and corporate governance (ESG) matters may impact our business and reputation. There is increasing focus, public interest, and legislative pressure related to public companies’ ESG practices.
As a result, any such claim could have a material adverse effect on our business, results of operations, and financial condition. Environmental, social and corporate governance (ESG) matters may impact our business and reputation. There is continued focus, public interest, and legislative pressure related to public companies’ ESG practices.
Moreover, any instances of food contamination, whether or not at our restaurants, could subject our restaurants or our suppliers to a food recall pursuant to the Food and Drug Administration Food Safety Modernization Act. 12 Our expansion into new and existing markets may present increased risks.
Moreover, any instances of food contamination, whether or not at our restaurants, could subject our restaurants or our suppliers to a food recall pursuant to the Food and Drug Administration Food Safety Modernization Act or the Federal Food, Drug, and Cosmetic Act. 12 Our expansion into new and existing markets may present increased risks.
Currently, all food items and packaging goods for Wingstop restaurants are currently sourced through one distributor with 21 geographically diverse distribution centers. In this regard, we and our franchisees depend on a group of suppliers and our distributor for food ingredients, beverages, paper goods, and distribution.
Currently, all food items and packaging goods for Wingstop restaurants are currently sourced through one distributor with 23 geographically diverse distribution centers. In this regard, we and our franchisees depend on a group of suppliers and our distributor for food ingredients, beverages, paper goods, and distribution.
In addition, our reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control and that multiple restaurants could be affected rather than a single restaurant.
In addition, our reliance on third-party food suppliers and distributors increases the risks that food-borne illness incidents could be caused by factors outside of our control and that multiple restaurants could be affected rather than a single restaurant.
If we, our employees, franchisees, or vendors fail to comply with applicable laws, regulations, or contract terms, and covered information is obtained by unauthorized persons, used inappropriately, or destroyed, it could adversely affect our reputation, disrupt our operations and result in costly litigation, judgments, or penalties resulting from violation of laws and payment card industry regulations.
If we, our employees, franchisees, or vendors fail to comply with applicable laws, regulations, or contract terms, and confidential or sensitive information is obtained by unauthorized persons, used inappropriately, or destroyed, it could adversely affect our reputation, disrupt our operations and result in costly litigation, judgments, or penalties resulting from violation of laws and payment card industry regulations.
For example, our franchisees are solely responsible for making their own hiring, firing and disciplinary decisions, scheduling hours and establishing compensation. Any failure by our franchisees to comply with applicable employment laws could negatively impact our reputation and our ability to hire and/or retain employees.
For example, our franchisees are solely responsible for making their own hiring, firing and disciplinary decisions, scheduling hours and funding compensation. Any failure by our franchisees to comply with applicable employment laws could negatively 11 impact our reputation and our ability to hire and/or retain employees.
Any failure by us or our third-party delivery providers to provide timely and reliable delivery services may materially adversely affect our business and reputation. As of December 28, 2024, delivery services were available at all Wingstop restaurants throughout the United States. Interruptions or failures in our delivery services could prevent the timely or successful delivery of our products.
Any failure by us or our third-party delivery providers to provide timely and reliable delivery services may materially adversely affect our business and reputation. As of December 27, 2025, delivery services were available at all Wingstop restaurants throughout the United States. Interruptions or failures in our delivery services could prevent the timely or successful delivery of our products.
Our success depends in significant part on the future performance of existing and new franchise restaurants, and we are subject to a variety of additional risks associated with our franchisees. As of December 28, 2024, approximately 98% of our restaurants were operated by franchisees.
Our success depends in significant part on the future performance of existing and new franchise restaurants, and we are subject to a variety of additional risks associated with our franchisees. As of December 27, 2025, approximately 98% of our restaurants were operated by franchisees.
The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including those described under “Risks Related to Our Business and Our Industry” and the following: • potential fluctuation in our annual or quarterly operating results; • changes in capital market conditions that could affect valuations of restaurant companies in general or our goodwill in particular or other adverse economic conditions; • changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock; • downgrades by any securities analysts who follow our common stock; • changes in our dividend policy or any share repurchase program; • future sales of our common stock by our officers, directors and significant stockholders; • global economic, legal, and regulatory factors unrelated to our performance; • investors’ perceptions of our prospects; • announcements by us or our competitors of significant contracts, acquisitions, joint ventures, or capital commitments; and • investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives.
The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including those described under “Risks Related to Our Business and Our Industry” and the following: • potential fluctuation in our annual or quarterly operating results; • changes in capital market conditions that could affect valuations of restaurant companies in general or our goodwill in particular or other adverse economic conditions; • changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock; • downgrades by any securities analysts who follow our common stock; • changes in our dividend policy or any share repurchase program; • future sales of our common stock by our officers, directors and significant stockholders; • global economic, legal, and regulatory factors unrelated to our performance; • investors’ perceptions of our prospects; • announcements by us or our competitors of significant contracts, acquisitions, joint ventures, or capital commitments; and • investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives. 24 In addition, the stock markets, and in particular Nasdaq, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many food service companies.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, up to 15,000,000 shares of undesignated preferred stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; 24 • specify that special meetings of our stockholders can be called only upon the request of a majority of our board of directors or by the chairman of the board of directors; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving staggered three-year terms; and • prohibit cumulative voting in the election of directors.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, up to 15,000,000 shares of undesignated preferred stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only upon the request of a majority of our board of directors or by the chairman of the board of directors; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; and • prohibit cumulative voting in the election of directors.
As of December 28, 2024, we have franchised restaurants in eleven international countries and U.S. territories and plan to accelerate our growth internationally. Expansion in international markets may be affected by local economic, market, and cultural conditions.
As of December 27, 2025, we have franchised restaurants in 18 international countries and U.S. territories and plan to accelerate our growth internationally. Expansion in international markets may be affected by local economic, market, and cultural conditions.
Compliance with the CCPA, CPRA, and other laws relating to the protection of personal information involve significant costs and could result in significant liability in the event we allow an unauthorized disclosure of personal information. In the European Union, this includes the General Data Protection Regulation (the “GDPR”).
Compliance with the CCPA, CPRA, and other laws relating to the protection of personal information involve significant costs and could result in significant liability in the event we allow an unauthorized disclosure of personal information. In the European Union, the General Data Protection Regulation (the “GDPR”) generally governs the use of certain categories of personal information.
However, it is possible that the NLRB or another government agency will attempt to restore the proposed 2023 standard through new rulemaking or alternative methods and legislation has been proposed from time to time to require franchisors to be responsible for ensuring franchisee compliance with certain laws.
It is possible that the NLRB or another government agency may attempt to restore the proposed 2023 standard through new rulemaking or alternative methods although federal legislation has been proposed to set a clear standard; legislation has been proposed from time to time to require franchisors to be responsible for ensuring franchisee compliance with certain laws.
In the fourth quarter of 2024, digital sales accounted for 70.3% of our domestic sales. 16 As a result, we and our franchisees are increasingly reliant on digital ordering and payment for such sales, and portions of our digital commerce platforms depend on third-party services, including cloud-based technologies and platforms.
In the fourth quarter of 2025, digital sales accounted for 73.2% of system-wide sales. 16 As a result, we and our franchisees are increasingly reliant on digital ordering and payment for such sales, and portions of our digital commerce platforms depend on third-party services, including cloud-based technologies and platforms.
We may need to upgrade and expand our infrastructure and information systems, automate more processes and hire, train and retain restaurant employees and corporate support staff, all of which may result in increased costs and inefficiencies.
Although we have made significant investments to date, we may have a continued need to upgrade and expand our infrastructure and information systems, automate more processes and hire, train and retain restaurant employees and corporate support staff, all of which may result in increased costs and inefficiencies.
These factors may materially adversely impact our sales and our brand reputation. We also incur additional costs associated with delivery orders, and it is possible that these orders could reduce more profitable carry-out or in-restaurant orders. Uncertainty in the law with respect to the assignment or allocation of liabilities in the franchise business model could materially adversely impact our profitability.
These factors may materially adversely impact our sales and our brand reputation. We also incur additional costs associated with delivery orders, and it is possible that these orders could reduce more profitable carry-out or in-restaurant orders.
If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.
In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.
We and our franchisees are subject to various existing U.S. federal, state, local, and foreign laws affecting the operation of restaurants and the sale of food and alcoholic beverages, including various sales tax laws, license and permit requirements, health, sanitation, fire, and safety standards.
Noncompliance with applicable laws, regulatory requirements and governmental guidelines regulating franchising could reduce anticipated royalty income, which in turn could materially adversely affect our business, financial condition, and results of operations. 20 We and our franchisees are subject to various existing U.S. federal, state, local, and foreign laws affecting the operation of restaurants and the sale of food and alcoholic beverages, including various sales tax laws, license and permit requirements, health, sanitation, fire, and safety standards.
Unexpected events have impacted and may in the future impact our business, financial condition and results of operations.
These and other macroeconomic factors could adversely affect restaurant sales, growth, franchisee profitability, and our development plans, which could harm our business, financial condition, and results of operations. Unexpected events have impacted and may in the future impact our business, financial condition and results of operations.
In that event, the price of our common stock would likely decrease. Because many of our restaurants are concentrated in certain geographic areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in these areas.
Because many of our restaurants are concentrated in certain geographic areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in these areas. As of December 27, 2025, 48% of our 2,586 domestic restaurants were spread across Texas (18%), California (18%), Florida (7%), and Illinois (5%).
Removed
Litigation against a franchisee or its affiliates by third parties or regulatory agencies, whether in the ordinary course of business or otherwise, may also include claims against us by virtue of our relationship with the defendant-franchisee, whether under vicarious liability, joint employer, or other theories.
Added
In that event, the price of our common stock would likely decrease. Uncertainty in the law with respect to the assignment or allocation of liabilities in the franchise business model could materially adversely impact our profitability.
Removed
As of December 28, 2024, 52% of our 2,204 domestic restaurants were spread across Texas (21%), California (19%), Florida (6%), and Illinois (6%).
Added
Economic conditions have adversely affected and could continue to adversely affect our business, financial condition, and results of operations.
Removed
Noncompliance with applicable laws, regulatory requirements and governmental guidelines regulating franchising could reduce anticipated royalty income, which in turn could materially adversely affect our business, financial condition, and results of operations.
Added
Our business, financial condition, and results of operations have been, and could continue to be, adversely affected by changes in macroeconomic conditions beyond our control, which have impacted consumer behavior, including consumers’ ability or willingness to spend discretionary income on dining away from home.
Removed
In addition, the stock markets, and in particular Nasdaq, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many food service companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility.
Added
As a restaurant company dependent on consumer discretionary spending, our business and financial results are sensitive to changes in, or uncertainty about, macroeconomic conditions. An economic slowdown or recession may cause consumers to reduce dining frequency, limit or reduce overall spending, or shift toward lower-priced alternatives.
Added
Consumer discretionary spending may be adversely affected by factors such as changes in income, job losses, inflation, changes in interest rates, reduced access to credit, changes in economic policy, or geopolitical instability. If adverse economic conditions or uncertainty persist or worsen, consumers may make longer-lasting changes to their discretionary purchasing behavior, including dining out less frequently.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Technology Committee oversees these risks in conjunction with the Audit Committee, which also consists entirely of independent directors, and, as necessary, participates in joint meetings with the Audit Committee to discuss these matters. 26 Our Vice President of Information Security and Enterprise Information Technology (“CISO”), who reports to our Senior Vice President, Chief Information Officer (“CIO”), oversees our information security program and matters of risk relating to cybersecurity.
Biggest changeThe Technology Committee oversees these risks in conjunction with the Audit Committee, which also consists entirely of independent directors, and, as necessary, participates in joint meetings with the Audit Committee to discuss these matters. 26 Our Vice President of Information Security and Enterprise Information Technology (who serves as our Chief Information Security Officer, “CISO”), who reports to our Senior Vice President, Chief Information Officer (“CIO”), oversees our information security program and matters of risk relating to cybersecurity.
In 2024, the Company has continued to make strategic investments in both its technical and organizational measures to further enhance its security capabilities and planning for detecting, preventing, and responding to cybersecurity attacks.
The Company continues to make strategic investments in both its technical and organizational measures to further enhance its security capabilities and planning for detecting, preventing, and responding to cybersecurity attacks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties The Company leases an office building in Dallas, Texas containing approximately 112,200 square feet, which we use as our corporate headquarters and global support center. We also own a 78,000 square foot office building in Addison, Texas, which we are currently evaluating for future use, and which has not been leased, rented, or currently utilized.
Biggest changeItem 2. Properties The Company leases an office building in Dallas, Texas containing approximately 112,200 square feet, which we use as our corporate headquarters and global support center.
As of December 28, 2024, we and our franchisees operated 2,563 restaurants in 45 states and 12 countries and U.S. territories.
As of December 27, 2025, we and our franchisees operated 3,056 restaurants in 47 states and 18 countries and U.S. territories.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 28 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. Reserved 30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 28 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. Reserved 29 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.
Removed
Financial Statements and Supplementary Data 39 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 39 Item 9A. Controls and Procedures 40 Item 9B. Other Information 42

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table sets forth information on our share repurchases of our common stock during the fourth quarter of 2024: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) September 29, 2024 - October 26, 2024 — $ — — $ 61,082,928 October 27, 2024 - November 30, 2024 — — — 61,082,928 December 1, 2024 - December 28, 2024 551,325 $ 328.54 551,325 311,082,928 Total 551,325 $ 328.54 551,325 $ 311,082,928 (1) On December 9, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase $250.0 million of the Company’s common stock under its Share Repurchase Program (as defined in note (2) below).
Biggest changeIssuer Purchases of Equity Securities The following table sets forth information on our share repurchases of our common stock during the fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) September 28, 2025 - October 25, 2025 — $ — — $ 151,343,555 October 26, 2025 - November 22, 2025 143,485 243.93 143,485 116,341,049 November 23, 2025 - December 27, 2025 104,793 238.54 104,793 91,341,201 Total 248,278 $ 241.65 248,278 $ 91,341,201 (1) Shares were repurchased pursuant to repurchase authorization of up to $500.0 million announced on December 5, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the NASDAQ Global Select Market under the symbol “WING”. As of February 18, 2025, there were 144 stockholders of record of our common stock. This number excludes stockholders whose stock is held in nominee or street name by brokers.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the NASDAQ Global Select Market under the symbol “WING”. As of February 17, 2026, there were 157 stockholders of record of our common stock. This number excludes stockholders whose stock is held in nominee or street name by brokers.
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the fiscal year ended December 28, 2024 that were not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the fiscal year ended December 27, 2025 that were not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
This graph assumes a $100 investment in our common stock and in each of the foregoing indices on December 28, 2019, and assumes the reinvestment of dividends, if any. The indices are included for comparative purposes only.
This graph assumes a $100 investment in our common stock and in each of the foregoing indices on December 26, 2020, and assumes the reinvestment of dividends, if any. The indices are included for comparative purposes only.
As of December 28, 2024, $311.1 million remained available under the Share Repurchase Program. 29 Performance Graph The following performance graph compares the dollar change in the cumulative stockholder return on our common stock with the cumulative total returns of the NASDAQ Composite Index and the Standard & Poor’s 400 Restaurant Index (the “S&P 400 Restaurant Index”).
As of December 27, 2025, $91.3 million remained available under the Share Repurchase Program. Performance Graph The following performance graph compares the dollar change in the cumulative stockholder return on our common stock with the cumulative total returns of the NASDAQ Composite Index and the Standard & Poor’s 400 Restaurant Index (the “S&P 400 Restaurant Index”).
Dividends on Common Stock On February 18, 2025, the Company’s board of directors declared a quarterly dividend of $0.27 per share of common stock, to be paid on March 28, 2025 to stockholders of record as of March 7, 2025, totaling approximately $7.7 million.
Dividends on Common Stock On February 17, 2026, the Company’s board of directors declared a quarterly dividend of $0.30 per share of common stock, to be paid on March 27, 2026 to stockholders of record as of March 6, 2026, totaling approximately $8.3 million.
Removed
Pursuant to the terms of the ASR Agreement, during the fiscal fourth quarter of 2024 the Company made an initial payment to the financial institution of $250.0 million in cash and received and retired 551,325 shares of its common stock, representing an estimated 75% of the total shares expected to be delivered under the ASR Agreement, based on the closing price on the date of initial delivery of $328.54.
Removed
The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR Agreement, which is scheduled to occur in the fiscal first quarter of 2025.
Removed
(2) On December 5, 2024, the Company’s board of directors authorized the repurchase of up to an additional $500.0 million of its outstanding shares of common stock under its existing share repurchase program (the “Share Repurchase Program”).
Removed
The authorization for the repurchase continues until all such shares have been repurchased or the repurchase plan is terminated by action of our board of directors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

43 edited+17 added−15 removed36 unchanged
Biggest change(d) Includes non-cash, stock-based compensation, net of forfeitures. 34 Results of Operations Year ended December 28, 2024 compared to year ended December 30, 2023 The following table sets forth certain income and expense items included in the Consolidated Statements of Comprehensive Income for fiscal year 2024 and fiscal year 2023 (in thousands, except for percentages): Year ended Increase / (Decrease) December 28, 2024 December 30, 2023 $ % Revenue: Royalty revenue, franchise fees and other $ 288,354 $ 207,077 $ 81,277 39.2 % Advertising fees 217,630 157,138 60,492 38.5 % Company-owned restaurant sales 119,823 95,840 23,983 25.0 % Total revenue 625,807 460,055 165,752 36.0 % Costs and expenses: Cost of sales (1) 91,632 70,646 20,986 29.7 % Advertising expenses 233,306 166,583 66,723 40.1 % Selling, general and administrative 116,801 96,898 19,903 20.5 % Depreciation and amortization 19,490 13,239 6,251 47.2 % (Gain) loss on disposal of assets (1,038) 95 (1,133) NM* Total costs and expenses 460,191 347,461 112,730 32.4 % Operating income 165,616 112,594 53,022 47.1 % Interest expense, net 21,292 18,227 3,065 16.8 % Other (income) expense (2,866) 57 (2,923) NM* Income before income tax expense 147,190 94,310 52,880 56.1 % Income tax expense 38,473 24,135 14,338 59.4 % Net income $ 108,717 $ 70,175 $ 38,542 54.9 % * Not meaningful.
Biggest change(f) Represents the tax effect of the aforementioned adjustments to reflect corporate income taxes at an assumed effective tax rate of 24% for the year ended December 27, 2025, which includes provisions for U.S. federal income taxes, and assumes the respective statutory rates for applicable state and local jurisdictions. 34 Results of Operations Year ended December 27, 2025 compared to year ended December 28, 2024 The following table sets forth certain income and expense items included in the Consolidated Statements of Comprehensive Income for fiscal year 2025 and fiscal year 2024 (in thousands, except for percentages): Year ended Increase / (Decrease) December 27, 2025 December 28, 2024 $ % Revenue: Royalty revenue, franchise fees and other $ 321,782 $ 288,354 $ 33,428 11.6 % Advertising fees 247,619 217,630 29,989 13.8 % Company-owned restaurant sales 127,452 119,823 7,629 6.4 % Total revenue 696,853 625,807 71,046 11.4 % Costs and expenses: Cost of sales (1) 96,058 91,632 4,426 4.8 % Advertising expenses 261,545 233,306 28,239 12.1 % Selling, general and administrative 128,356 116,801 11,555 9.9 % Depreciation and amortization 25,068 19,490 5,578 28.6 % (Gain) loss on disposal of assets 6,535 (1,038) 7,573 NM* Total costs and expenses 517,562 460,191 57,371 12.5 % Operating income 179,291 165,616 13,675 8.3 % Interest expense, net 35,784 21,292 14,492 68.1 % Investment (income) expense (93,682) (2,866) (90,816) NM* Income before income tax expense 237,189 147,190 89,999 61.1 % Income tax expense 62,922 38,473 24,449 63.5 % Net income $ 174,267 $ 108,717 $ 65,550 60.3 % * Not meaningful.
These estimates may require application of management’s most 38 difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions.
These estimates may require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions.
The 2024 Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “2024 Notes.” The proceeds from the securitized financing transaction were used to pay related transaction fees and expenses, strengthen the Company's liquidity position and for general corporate purposes, including the repurchase of shares of the Company’s common stock.
The 2024 Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “2024 Notes.” The proceeds from the securitized financing transaction were used to pay related transaction fees and expenses, strengthen our liquidity position and for general corporate purposes, including the repurchase of shares of the Company’s common stock.
Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents on hand, and borrowings available under our securitized financing facility. Our primary requirements for liquidity and capital are working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, 36 and dividend payments.
Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents on hand, and borrowings available under our securitized financing facility. Our primary requirements for liquidity and capital are working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, and dividend payments.
Some of the limitations are: • such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; • such measures do not reflect changes in, or cash requirements for, our working capital needs; • such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; 33 • such measures do not reflect our tax expense or the cash requirements to pay our taxes; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and • other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.
Some of the limitations are: • such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; • such measures do not reflect changes in, or cash requirements for, our working capital needs; • such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; 32 • such measures do not reflect our tax expense or the cash requirements to pay our taxes; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and • other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.
The Company's performance obligations under its franchise agreements consist of (a) a franchise license, (b) pre-opening services, such as training, and (c) ongoing services, such as management of Ad Fund contributions, development of training materials and menu items, and restaurant monitoring.
The Company's performance obligations under its 38 franchise agreements consist of (a) a franchise license, (b) pre-opening services, such as training, and (c) ongoing services, such as management of Ad Fund contributions, development of training materials and menu items, and restaurant monitoring.
The Issuer also increased the capacity of its revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”) from $200 million to $300 million.
The Issuer also increased the capacity of its revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”) from $200.0 million to $300.0 million.
On December 3, 2024, the Company completed a securitized financing transaction, in which Wingstop Funding LLC, a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company (the “Issuer”), issued $500 million of its Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2024 Class A-2 Notes”).
On December 3, 2024, we completed a securitized financing transaction, in which Wingstop Funding LLC, a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company (the “Issuer”), issued $500.0 million of its Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2024 Class A-2 Notes”).
Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility including our Variable Funding Notes, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future.
Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility including our Variable Funding Notes (as defined below), will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future.
Following the increase, borrowing capacity under the Variable Funding Notes permits borrowings of up to a maximum principal amount of $300 million, a portion of which may be used to issue letters of credit.
Following the increase, borrowing capacity under the 37 Variable Funding Notes permits borrowings of up to a maximum principal amount of $300.0 million, of which a portion may be used to issue letters of credit.
We operate on a 52- or 53-week fiscal year ending on the last Saturday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53-week year, which contains 14 weeks. Fiscal years 2024 and 2023 each contain 52 weeks, while fiscal year 2022 contains 53 weeks.
We operate on a 52- or 53-week fiscal year ending on the last Saturday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53-week year, which contains 14 weeks. Fiscal years 2025, 2024 and 2023 each contain 52 weeks.
(c) System implementation costs represent non-recurring expenses incurred related to the development and implementation of new enterprise resource planning and human capital management technology, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(d) System implementation costs represent non-recurring expenses incurred related to the development and implementation of new enterprise resource planning, human capital management, and global development technology, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
As noted in the table below, Adjusted EBITDA includes adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, system implementation costs, and stock-based compensation expense.
As noted in the table below, Adjusted EBITDA includes adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, certain system implementation costs, gains and losses on non-recurring transactions, and stock-based compensation expense.
A comparison of our results of operations and cash flows for fiscal year 2023 compared to fiscal year 2022 can be found under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 21, 2024.
A comparison of our results of operations and cash flows for fiscal year 2024 compared to fiscal year 2023 can be found under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 19, 2025.
In addition to the 2024 Notes, the Company’s outstanding debt consists of its existing Series 2022-1 3.734% Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Notes”) and Series 2020-1 2.84% Fixed Rate Senior Secured Notes, Class A-2 (the “2020 Notes”). No borrowings were outstanding under the Variable Funding Notes as of December 28, 2024. 37 Dividends .
As of December 27, 2025, no borrowings were outstanding under the Variable Funding Notes. In addition to the 2024 Notes, our outstanding debt consists of its existing Series 2022-1 3.734% Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Notes”) and Series 2020-1 2.84% Fixed Rate Senior Secured Notes, Class A-2 (the “2020 Notes”). Dividends .
(1) Cost of sales includes all operating expenses of company-owned restaurants, including advertising expenses, but excludes depreciation and amortization, which are presented separately. Revenue During fiscal year 2024, total revenue was $625.8 million, an increase of $165.8 million, or 36.0%, compared to $460.1 million in the prior fiscal year.
(1) Cost of sales includes all operating expenses of company-owned restaurants, including advertising expenses, but excludes depreciation and amortization, which are presented separately. Revenue During fiscal year 2025, total revenue was $696.9 million, an increase of $71.0 million, or 11.4%, compared to $625.8 million in the prior fiscal year.
We paid quarterly cash dividends of $0.22 per share of common stock in each of the first two quarters of 2024, and quarterly cash dividends of $0.27 per share of common stock in both the third and fourth quarters of 2024, resulting in aggregate quarterly dividend payments of $28.7 million in fiscal year 2024.
We paid quarterly cash dividends of $0.27 per share of common stock in each of the first two quarters of 2025, and quarterly cash dividends of $0.30 per share of common stock in both the third and fourth quarters of 2025, resulting in aggregate quarterly dividend payments of $31.8 million in fiscal year 2025.
Advertising expenses Advertising expenses were $233.3 million, an increase of $66.7 million, compared to $166.6 million in fiscal year 2023. Advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to the actual timing of the related advertising spend.
Advertising expenses Advertising expenses were $261.5 million, an increase of $28.2 million, compared to $233.3 million in fiscal year 2024. Advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to the actual timing of the related advertising spend.
The increase is primarily due to an increase in operating income, as well as changes in Ad Fund cash and cash equivalents, directly related to the timing of payments for expenses incurred for national advertising. Investing activities .
The decrease is primarily due to changes in Ad Fund cash and cash equivalents, directly related to the timing of payments for expenses incurred for national advertising, partially offset by higher operating income. Investing activities .
For a reconciliation of net income to EBITDA and Adjusted EBITDA and for further discussion of EBITDA and Adjusted EBITDA as non-GAAP measures and how we utilize them, see footnote 2 below. 32 The following table sets forth our key performance indicators for the fiscal years ended December 28, 2024 and December 30, 2023 (in thousands, except unit data): Year ended December 28, 2024 December 30, 2023 Number of system-wide restaurants at period end 2,563 2,214 System-wide sales (1) $ 4,765,233 $ 3,482,370 Domestic AUV $ 2,138 $ 1,827 Domestic same store sales growth 19.9 % 18.3 % Company-owned domestic same store sales growth 7.7 % 8.2 % Total revenue $ 625,807 $ 460,055 Net income $ 108,717 $ 70,175 Adjusted EBITDA (2) $ 212,061 $ 146,484 (1) The percentage of system-wide sales attributable to company-owned restaurants was 2.5% and 2.8% for the fiscal years ended December 28, 2024 and December 30, 2023, respectively.
For a reconciliation of net income to EBITDA and Adjusted EBITDA and for further discussion of EBITDA and Adjusted EBITDA as non-GAAP measures and how we utilize them, see footnote 2 below. 31 The following table sets forth our key performance indicators for the fiscal years ended December 27, 2025 and December 28, 2024 (in thousands, except unit data): Year ended December 27, 2025 December 28, 2024 Number of system-wide restaurants at period end 3,056 2,563 System-wide sales (1) $ 5,343,089 $ 4,765,233 Domestic AUV $ 2,000 $ 2,138 Domestic same store sales growth (3.3) % 19.9 % Company-owned domestic same store sales growth 2.6 % 7.7 % Total revenue $ 696,853 $ 625,807 Net income $ 174,267 $ 108,717 Adjusted EBITDA (2) $ 244,238 $ 212,061 (1) The percentage of system-wide sales attributable to company-owned restaurants was 2.4% and 2.5% for the fiscal years ended December 27, 2025 and December 28, 2024, respectively.
Overview Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world and has demonstrated strong, consistent growth. As of December 28, 2024, we had a total of 2,563 restaurants in our system. Our restaurant base is 98% franchised, with 2,513 franchised locations (including 359 international locations) and 50 company-owned restaurants as of December 28, 2024.
Overview Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world and has demonstrated strong, consistent growth. As of December 27, 2025, we had a total of 3,056 restaurants in our system. Our restaurant base is approximately 98% franchised, with 2,999 franchised locations (including 470 international locations) and 57 company-owned restaurants as of December 27, 2025.
Company-owned restaurant sales increased $24.0 million, of which $16.0 million was related to company-owned same store sales growth of 7.7%, driven primarily by an increase in transactions, and $8.0 million was primarily related to company-owned restaurants opened and acquired during fiscal year 2024. 35 Cost of sales Year ended As a % of company-owned restaurant sales Year ended As a % of company-owned restaurant sales December 28, 2024 December 30, 2023 Food, beverage and packaging costs $ 43,371 36.2 % $ 31,697 33.1 % Labor costs 28,317 23.6 % 22,963 24.0 % Other restaurant operating expenses 23,025 19.2 % 18,314 19.1 % Vendor rebates (3,081) (2.6) % (2,328) (2.4) % Total cost of sales $ 91,632 76.5 % $ 70,646 73.7 % Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 36.2% in fiscal year 2024 compared to 33.1% in the prior fiscal year.
Company-owned restaurant sales increased $7.6 million, of which $6.4 million was primarily related to company-owned restaurants opened and acquired during fiscal year 2025, and $1.2 million was related to company-owned same store sales growth of 2.6%, driven primarily by an increase in transactions. 35 Cost of sales Year ended As a % of company-owned restaurant sales Year ended As a % of company-owned restaurant sales December 27, 2025 December 28, 2024 Food, beverage and packaging costs $ 46,893 36.8 % $ 43,371 36.2 % Labor costs 29,576 23.2 % 28,317 23.6 % Other restaurant operating expenses 22,751 17.9 % 23,025 19.2 % Vendor rebates (3,162) (2.5) % (3,081) (2.6) % Total cost of sales $ 96,058 75.4 % $ 91,632 76.5 % Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 36.8% in fiscal year 2025 compared to 36.2% in the prior fiscal year.
The following table shows summary cash flows information for fiscal years 2024 and 2023 (in thousands): Year ended December 28, 2024 December 30, 2023 Net cash provided by (used in): Operating activities $ 157,610 $ 121,601 Investing activities (62,477) (52,153) Financing activities 144,765 (155,487) Net change in cash, cash equivalents and restricted cash $ 239,898 $ (86,039) Operating activities .
The following table shows summary cash flows information for fiscal years 2025 and 2024 (in thousands): Year ended December 27, 2025 December 28, 2024 Net cash provided by (used in): Operating activities $ 153,065 $ 157,610 Investing activities (17,456) (62,477) Financing activities (266,730) 144,765 Net change in cash, cash equivalents and restricted cash $ (131,121) $ 239,898 Operating activities .
Selling, general and administrative (“SG&A”) SG&A was $116.8 million in fiscal year 2024, an increase of $19.9 million, or 20.5%, compared to $96.9 million in the prior fiscal year.
Selling, general and administrative (“SG&A”) SG&A was $128.4 million in fiscal year 2025, an increase of $11.6 million, or 9.9%, compared to $116.8 million in the prior fiscal year.
On February 18, 2025, the Company’s board of directors approved a dividend of $0.27 per share, to be paid on March 28, 2025 to stockholders of record as of March 7, 2025, totaling approximately $7.7 million.
On February 17, 2026, the Company’s board of directors approved a dividend of $0.30 per share, to be paid on March 27, 2026 to stockholders of record as of March 6, 2026, totaling approximately $8.3 million.
Highlights for Fiscal Year 2024 Compared to Fiscal Year 2023 • System-wide sales increased 36.8% over the prior fiscal year to $4.8 billion; • System-wide restaurant count increased 15.8% over the prior fiscal year to a total of 2,563 worldwide locations, driven by 349 net unit openings; • Domestic same store sales increased 19.9% over the prior fiscal year; • Company-owned domestic same store sales increased 7.7% over the prior fiscal year; • Digital sales increased to 70.3% of system-wide sales; • Domestic AUV increased to $2.1 million; • Total revenue increased 36.0% over the prior fiscal year to $625.8 million; • Net income increased 54.9% over the prior fiscal year to $108.7 million, or $3.70 per diluted share, compared to $70.2 million, or $2.35 per diluted share in the prior fiscal year; and • Adjusted EBITDA, a non-GAAP measure, increased 44.8% to $212.1 million, compared to adjusted EBITDA of $146.5 million in the prior fiscal year. 31 Key Performance Indicators Key measures that we use in evaluating our restaurants and assessing our business include the following: Number of restaurants.
Highlights for Fiscal Year 2025 • System-wide sales increased 12.1% over the prior fiscal year to approximately $5.3 billion; • System-wide restaurant count increased 19.2% over the prior fiscal year to a total of 3,056 worldwide locations, driven by 493 net unit openings; • Domestic same store sales decreased 3.3% over the prior fiscal year; • Company-owned domestic same store sales increased 2.6% over the prior fiscal year; • Digital sales increased to 73.2% of system-wide sales; • Domestic AUV of $2.0 million; • Total revenue increased 11.4% over the prior fiscal year to $696.9 million; • Net income increased 60.3% over the prior fiscal year to $174.3 million, or $6.21 per diluted share, compared to $108.7 million, or $3.70 per diluted share in the prior fiscal year; • Adjusted net income and adjusted earnings per diluted share, both non-GAAP measures, were $114.5 million, or $4.08 per diluted share, compared to $110.3 million, or $3.75 per diluted share, in the prior fiscal year; and • Adjusted EBITDA, a non-GAAP measure, increased 15.2% to $244.2 million, compared to $212.1 million in the prior fiscal year. 30 Key Performance Indicators Key measures that we use in evaluating our restaurants and assessing our business include the following: Number of restaurants.
Domestic Company-owned Domestic Franchised International Franchised (1) System-wide Restaurant count at December 31, 2022 43 1,678 238 1,959 Openings 4 202 59 265 Closures — (1) (9) (10) Net purchase from (sold by) franchisees 2 (2) — — Restaurant count at December 30, 2023 49 1,877 288 2,214 Openings 4 274 77 355 Closures — — (6) (6) Net purchased from (sold by) franchisees (3) 3 — — Restaurant count at December 28, 2024 50 2,154 359 2,563 (1) Includes U.S. territories.
Domestic Company-owned Domestic Franchised International Franchised (1) System-wide Restaurant count at December 30, 2023 49 1,877 288 2,214 Openings 4 274 77 355 Closures — — (6) (6) Net purchase from (sold by) franchisees (3) 3 — — Restaurant count at December 28, 2024 50 2,154 359 2,563 Openings 3 384 122 509 Closures (1) (4) (11) (16) Net purchased from (sold by) franchisees 5 (5) — — Restaurant count at December 27, 2025 57 2,529 470 3,056 (1) Includes U.S. territories.
Advertising fees increased $60.5 million, of which $51.0 million was due to a 36.8% increase in system-wide sales during fiscal year 2024, and $9.5 million was due to an increase in the national advertising fund contribution rate to 5.3% from 5.0% effective the first day of the fiscal second quarter 2024.
Advertising fees increased $30.0 million, of which $19.5 million was due to a 12.1% increase in system-wide sales during fiscal year 2025, and $10.5 million was due to an increase in the national advertising fund contribution rate to 5.5% effective the first day of fiscal year 2025.
The increase in SG&A expense was driven by an increase in headcount-related expenses of $10.2 million to support the growth in our business, an increase in performance-based stock compensation and incentive compensation expense of $7.6 million related primarily to the Company’s performance, and an increase in professional and consulting fees of $1.2 million associated with the Company’s strategic initiatives, including system implementation costs.
The increase in SG&A expense was driven by an increase in headcount-related expenses of $8.8 million to support the growth in our business and an increase of $2.2 million associated with the Company’s strategic initiatives, including system implementation costs and amortization of cloud computing arrangements.
Historically, we have operated with minimal positive working capital or with negative working capital. We generally utilize available cash flows from operations to invest in our business, service our debt obligations, and pay dividends. As of December 28, 2024, the Company had $359.6 million of cash and cash equivalents on its balance sheet, including advertising fund cash and cash equivalents.
We generally utilize available cash flows from operations to invest in our business, service our debt obligations, pay dividends, and execute our share repurchase program. As of December 27, 2025, the Company had $228.5 million of cash, cash equivalents, and restricted cash on its balance sheet, including Ad Fund cash and cash equivalents.
Income tax expense The effective tax rate in fiscal year 2024 was 26.1%, compared to an effective tax rate of 25.6% in the prior fiscal year. The increase in the effective tax rate was primarily due to an increase in non-deductible expenses. Liquidity and Capital Resources General.
See Note 10 of the Consolidated Financial Statements for further discussion. Income tax expense The effective tax rate in fiscal year 2025 was 26.5%, compared to an effective tax rate of 26.1% in the prior fiscal year. The increase in the effective tax rate was primarily due to an increase in state income taxes. Liquidity and Capital Resources General.
Net cash provided by operating activities was $157.6 million in fiscal year 2024, an increase of $36.0 million from cash provided by operating activities of $121.6 million in the prior fiscal year.
Net cash provided by operating activities was $153.1 million in fiscal year 2025, a decrease of $4.5 million from cash provided by operating activities of $157.6 million in the prior fiscal year.
Our net cash used in investing activities was $62.5 million in fiscal year 2024, an increase of $10.3 million, from $52.2 million in fiscal year 2023.
Our net cash used in investing activities was $17.5 million in fiscal year 2025, a decrease of $45.0 million, from $62.5 million in fiscal year 2024.
Royalty revenue, franchise fees and other increased $81.3 million, of which $36.1 million was due to domestic same store sales growth of 19.9%, and $29.9 million was due to net new franchise development since December 30, 2023. Other revenue increased by $7.2 million primarily due to an increase in vendor rebates.
Royalty revenue, franchise fees and other increased $33.4 million, of which $22.6 million was due to net new franchise development and $19.1 million related to an increase in royalty fees since December 28, 2024, partially offset by a decrease of $8.3 million contributed by the 3.3% decline in domestic same store sales growth.
Domestic same store sales have increased for 21 consecutive years beginning in 2004, which includes 3-year cumulative domestic same stores sales growth of 41.6% since the beginning of fiscal year 2022. We believe our asset-light, highly-franchised business model generates strong operating margins and requires low capital expenditures, creating shareholder value through strong and consistent operating cash flow and capital-efficient growth.
We have added over 1,000 net new units, representing a 56.0% increase in our system-wide footprint, and achieved system-wide sales growth of 95.1% since the beginning of fiscal year 2023. We believe our asset-light, highly-franchised business model generates strong operating margins and requires low capital expenditures, creating shareholder value through strong and consistent operating cash flow and capital-efficient growth.
The decrease is primarily due to sales leverage related to the company-owned domestic same store sales increase of 7.7%, offset by an increase in company-owned restaurant wages. Other restaurant operating expenses as a percentage of company-owned restaurant sales were 19.2% in fiscal year 2024 compared to 19.1% in the prior fiscal year.
Other restaurant operating expenses as a percentage of company-owned restaurant sales were 17.9% in fiscal year 2025 compared to 19.2% in the prior fiscal year. The decrease as a percentage of company-owned restaurant sales was primarily due to sales leverage from the sale of corporate restaurants in the New York market to an existing franchisee during the fourth quarter 2024.
The change is primarily related to the net cash provided by additional borrowings under our 2024 Class A-2 Notes (as defined below) of $500 million in fiscal year 2024, partially offset by an increase of $189.3 million in common stock repurchased under our share repurchase program as compared to the prior fiscal year. Securitized financing facility .
Cash provided by financing activities of $144.8 million in fiscal year 2024 was primarily attributable to the additional borrowings under our 2024 Class A-2 Notes (as defined below) of $500.0 million, partially offset by share repurchases of $314.7 million, dividend payments of $28.9 million, and tax payments of $4.4 million. Securitized financing facility .
As of December 28, 2024, $311.1 million remained available under the Share Repurchase Program. Since the inception of the Company’s share repurchase program in August 2023, the Company has repurchased and retired 1,366,756 shares of its common stock at an average price of $272.89 per share.
Since inception of our share repurchase program in August 2023, we have repurchased and retired an aggregate of 2,585,149 shares of common stock at an average price of $258.64 per share. As of December 27, 2025, approximately $91.3 million remained available for repurchase under our share repurchase program.
Depreciation and amortization Depreciation and amortization was $19.5 million in fiscal year 2024, an increase of $6.3 million, or 47.2%, compared to $13.2 million in the prior fiscal year. The increase in depreciation and amortization was primarily due to software assets placed into service during fiscal year 2024 that relate to the launch of our proprietary technology platform: MyWingstop.
Depreciation and amortization Depreciation and amortization was $25.1 million in fiscal year 2025, an increase of $5.6 million, or 28.6%, compared to $19.5 million in the prior fiscal year. The increase in depreciation and amortization was primarily due to capital expenditures related to our technology investments.
The following table reconciles net income to EBITDA and adjusted EBITDA for the fiscal years ended December 28, 2024 and December 30, 2023 (in thousands): Year ended December 28, 2024 December 30, 2023 Net income $ 108,717 $ 70,175 Interest expense, net 21,292 18,227 Income tax expense 38,473 24,135 Depreciation and amortization 19,490 13,239 EBITDA $ 187,972 $ 125,776 Additional adjustments: Transaction costs (a) 316 — Consulting fees (b) — 5,150 System implementation costs (c) 1,713 — Stock-based compensation expense (d) 22,060 15,558 Adjusted EBITDA $ 212,061 $ 146,484 (a) Represents costs and expenses related to our 2024 securitized financing facility; all transaction costs are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
The following table reconciles net income to EBITDA and adjusted EBITDA for the fiscal years ended December 27, 2025 and December 28, 2024 (in thousands): Year ended December 27, 2025 December 28, 2024 Net income $ 174,267 $ 108,717 Interest expense, net 35,784 21,292 Income tax expense 62,922 38,473 Depreciation and amortization 25,068 19,490 EBITDA $ 298,041 $ 187,972 Additional adjustments: Transaction costs (a) 497 316 Loss on disposal of building (b) 6,534 — Gain on sale of investment (c) (92,485) — System implementation costs (d) 5,839 1,713 Amortization of system implementation costs (e) 934 — Stock-based compensation expense (f) 24,878 22,060 Adjusted EBITDA $ 244,238 $ 212,061 (a) Represents non-recurring transaction costs that are not part of our ongoing operations and were incurred to facilitate the sale and subsequent reinvestment of the Company’s unconsolidated equity method investment in LPH, the Company’s United Kingdom master franchisee, during the fiscal first quarter 2025; all transaction costs are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
During fiscal year 2024, we were able to move the majority of our purchases of bone-in chicken wings away from the spot market to provide more predictable food cost. Labor costs as a percentage of company-owned restaurant sales were 23.6% in fiscal year 2024 compared to 24.0% in the prior fiscal year.
The increase as a percentage of company-owned restaurant sales was primarily due to an increase in other food costs during the year, partially offset by a decrease in the cost of bone-in chicken wings as compared to the prior fiscal period.
(b) Represents non-recurring consulting fees that are not part of our ongoing operations and are incurred to execute discrete, project-based strategic initiatives, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
(e) Represents amortization associated with capitalized cloud computing costs related to our system implementation, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
Interest expense, net Interest expense, net was $21.3 million in fiscal year 2024, an increase of $3.1 million, or 16.8%, compared to $18.2 million in the prior fiscal year. The increase was primarily driven by less interest income earned during fiscal year 2024 due to higher cash balances during fiscal year 2023.
(Gain) loss on disposal of assets (Gain) loss on disposal of assets was $6.5 million related to a loss on sale of an office building during the fiscal first quarter 2025. Interest expense, net Interest expense, net was $35.8 million in fiscal year 2025, an increase of $14.5 million, or 68.1%, compared to $21.3 million in the prior fiscal year.
Removed
Fiscal year 2023 includes approximately $5.2 million in consulting fees relating to a comprehensive review of our long-term growth strategy for our domestic business to explore potential future initiatives, and which review was completed in fiscal year 2023.
Added
(b) Represents a non-recurring loss on the sale of an office building during the fiscal first quarter 2025, which was included in Loss on disposal of assets on the Consolidated Statements of Comprehensive Income.
Removed
Given the magnitude and scope of this strategic review initiative that is not expected to recur in the foreseeable future, the Company considers the incremental consulting fees incurred with respect to the initiative not reflective of the ongoing costs to operate its business.
Added
(c) Represents a non-recurring gain related to the sale of the Company’s unconsolidated equity method investment in LPH during the fiscal first quarter 2025, which was included in Investment (income) expense on the Consolidated Statements of Comprehensive Income. Refer to Note 10 in the Consolidated Financial Statements for additional information.
Removed
The increase is primarily due to a 43.0% increase in the cost of bone-in chicken wings as compared to the prior year period. Our purchases in the prior fiscal year period were tied primarily to the spot market, which benefited from significant deflation in the cost of bone-in chicken wings.
Added
(f) Includes non-cash, stock-based compensation, net of forfeitures. 33 (3) Adjusted net income and adjusted earnings per diluted share are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as determined by GAAP.
Removed
The increase as a percentage of company-owned restaurant sales was primarily due to an increase in the national advertising fund contribution rate to 5.3% from 5.0% effective the first day of the fiscal second quarter 2024, partially offset by sales leverage related to the company-owned domestic same store sales increase of 7.7%.
Added
These measures have not been prepared in accordance with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Removed
The increase in cash used in investing activities was primarily due to an increase in capital expenditures related to our technology investments, as well as the impact of additional restaurants acquired from franchisees as compared to the prior fiscal year period, partially offset by the sale of seven company-owned restaurants to a franchisee in fiscal year 2024. Financing activities .
Added
The Company believes the use of adjusted net income allows investors and analysts to better understand the results of the operations of the Company, by excluding certain items that have a disproportionate impact on the Company’s results for a particular period.
Removed
Our net cash provided by financing activities was $144.8 million in fiscal year 2024, a change of $300.3 million, from net cash used in financing activities of $155.5 million in fiscal year 2023.
Added
Additionally, management believes adjusted net income and adjusted earnings per diluted share supplement GAAP measures and enable management to more effectively evaluate the Company’s performance period-over-period and relative to competitors.
Removed
On August 17, 2023, the Company’s board of directors approved a new share repurchase program with authorization to repurchase up to $250.0 million of its outstanding shares of common stock (the “August 2023 Authorization”).
Added
The following table reconciles net income to Adjusted net income and calculates adjusted earnings per diluted share for the year ended December 27, 2025 and December 28, 2024 (in thousands): Year Ended December 27, 2025 December 28, 2024 Numerator: Net income $ 174,267 $ 108,717 Adjustments: Transaction costs (a) 497 316 Loss on disposal of building (b) 6,534 — Gain on sale of investment (c) (92,485) — System implementation costs (d) 5,839 1,713 Amortization of capitalized system implementation costs (e) 934 — Tax effect of adjustments (f) 18,883 (487) Adjusted net income $ 114,469 $ 110,259 Denominator: Weighted-average shares outstanding - diluted 28,074 29,384 Adjusted earnings per diluted share $ 4.08 $ 3.75 (a) Represents non-recurring transaction costs that are not part of our ongoing operations and were incurred to execute the sale and subsequent reinvestment of the Company’s unconsolidated equity method investment in LPH, the Company’s United Kingdom master franchisee, during the fiscal first quarter 2025; all transaction costs are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
Removed
On August 23, 2023, the Company entered into an accelerated share repurchase agreement (the “2023 ASR Agreement”) with a third-party financial institution to repurchase $125.0 million of the Company’s common stock as part of the August 2023 Authorization.
Added
(b) Represents a non-recurring loss on the sale of an office building during the fiscal first quarter 2025, which was included in Loss on disposal of assets on the Consolidated Statements of Comprehensive Income.
Removed
Under the 2023 ASR Agreement, the Company paid the financial institution $125.0 million in cash and received and retired a total of 645,952 shares of common stock at an average share price of $193.51. Final settlement of the ASR Agreement occurred on December 21, 2023.
Added
(c) Represents a non-recurring gain related to the sale of the Company’s unconsolidated equity method investment in LPH during the fiscal first quarter 2025, which was included in Investment (income) expense on the Consolidated Statements of Comprehensive Income. Refer to Note 10 in the Consolidated Financial Statements for additional information.
Removed
On December 5, 2024, the Company’s board of directors authorized the purchase of up to an additional $500.0 million of its outstanding shares of common stock under its existing share repurchase program (the “December 2024 Authorization” and together with the August 2023 Authorization, the “Share Repurchase Program”), following the substantial completion of purchases of common stock under the August 2023 Authorization.
Added
(d) System implementation costs represent non-recurring expenses incurred related to the development and implementation of new enterprise resource planning, human capital management, and global development technology, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
Removed
On December 9, 2024, the Company entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with a third-party financial institution to repurchase $250.0 million of the Company’s common stock under its Share Repurchase Program.
Added
(e) Represents amortization associated with capitalized cloud computing costs related to our system implementation, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.
Removed
Pursuant to the ASR Agreement, during the fiscal fourth quarter of 2024 the Company made an initial payment to the financial institution of $250.0 million in cash and received and retired an initial delivery of 551,325 shares of common stock, representing an estimated 75% of the total shares expected to be delivered under the ASR Agreement, based on the closing price on the date of initial delivery of $328.54.
Added
Labor costs as a percentage of company-owned restaurant sales were 23.2% in fiscal year 2025 compared to 23.6% in the prior fiscal year. The decrease is primarily due to the sales leverage from the sale of corporate restaurants in the New York market to an existing franchisee during the fourth quarter 2024.
Removed
The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR Agreement, which is scheduled to occur in the fiscal first quarter of 2025.
Added
The increase was primarily driven by the securitized financing transaction completed on December 3, 2024, which increased our outstanding debt by $500.0 million, partially offset by additional interest income earned on our cash balances and interest earned on our investments as compared to the year ended December 28, 2024.
Removed
The number of shares to be delivered upon final settlement is based on the daily volume-weighted average share prices during the valuation period specified in the ASR Agreement, less a discount and subject to adjustments.
Added
Investment (income) expense Investment income was $93.7 million, an increase of $90.8 million compared to $2.9 million in the prior fiscal year. The increase was driven almost entirely by a gain recorded on the sale of the Company’s unconsolidated equity method investment 36 in its United Kingdom franchisee during the fiscal first quarter 2025.
Removed
During fiscal year 2024, the Company repurchased and retired 720,804 shares at an average share price of $339.95, inclusive of the shares repurchased under the 2024 ASR Agreement. During fiscal year 2023, the Company repurchased and retired 645,952 shares at an average share price of $193.51 under the 2023 ASR Agreement.
Added
The decrease in cash used in investing activities was primarily due to the net investments proceeds of $31.2 million from the sale of non-controlling interest in our equity investment in LPH, and $17.3 million of proceeds from the sale of an office building. Financing activities .
Added
Our net cash used in financing activities was $266.7 million in fiscal year 2025, primarily related to the repurchase of $221.9 million in common stock under our share repurchase program, dividend payments of $32.4 million, and tax payments of $13.9 million.
Added
We have returned capital to shareholders through share repurchases, which historically have been primarily funded with cash generated from our operations and the 2024 Class A-2 Notes described above. During fiscal years 2025, 2024, and 2023, we used approximately $221.9 million, $314.7 million, and $125.4 million, respectively, to repurchase and retire shares of our common stock.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed1 unchanged
Biggest changeOur long-term debt, including current portion, consisted entirely of the $1,220.9 million incurred under the 2024 Notes, 2022 Notes and 2020 Notes as of December 28, 2024 (excluding unamortized debt issuance costs).
Biggest changeOur long-term debt consisted entirely of the $1,209.1 million incurred under the 2024 Notes, 2022 Notes and 2020 Notes as of December 27, 2025 (excluding unamortized debt issuance costs).
Item 7A. Quantitative and Qualitative Disclosures of Market Risks Commodity Price Risk. We are exposed to market risks from changes in commodity prices. Many of the food products purchased by us are affected by weather, production, availability, and other factors outside our control.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Commodity Price Risk. We are exposed to market risks from changes in commodity prices. Many of the food products purchased by us are affected by weather, production, availability, and other factors outside our control.
A hypothetical 10.0% increase in the bone-in chicken wing costs in fiscal year 2024 would have increased company-owned restaurant costs of sales by approximately $1.8 million during the year. We do not engage in speculative financial transactions nor do we hold or issue financial instruments for trading purposes. Interest Rate Risk.
A hypothetical 10.0% increase in the bone-in chicken wing costs in fiscal year 2025 would have increased company-owned restaurant costs of sales by approximately $2.0 million during the year. We do not engage in speculative financial transactions nor do we hold or issue financial instruments for trading purposes. Interest Rate Risk.
Although we enter into arrangements in an effort to mitigate the price volatility of food costs, there are no established fixed price markets for fresh bone-in chicken wings, so we may be subject to prevailing market conditions. Bone-in chicken wings accounted for approximately 19.8% and 16.8% of our company-owned restaurant costs of sales in fiscal years 2024 and 2023.
Although we enter into arrangements in an effort to mitigate the price volatility of food costs, there are no established fixed price markets for fresh bone-in chicken wings, so we may be subject to prevailing market conditions. Bone-in chicken wings accounted for approximately 20.5% and 19.8% of our company-owned restaurant costs of sales in fiscal years 2025 and 2024, respectively.
The Company is exposed to interest rate increases under the Variable Funding Notes; however, the Company had no outstanding borrowings under its Variable Funding Notes as of December 28, 2024.
The Company is exposed to interest rate increases under the Variable Funding Notes; however, the Company had no outstanding borrowings under its Variable Funding Notes as of December 27, 2025.

Other WING 10-K year-over-year comparisons