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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 31, 2024

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

000-22012

41-1622691

(Commission File Number)

(I.R.S. Employer Identification Number)

605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441

(Address of Principal Executive Offices) (Zip Code)

(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, no par value per share

WINA

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 7.01Regulation FD Disclosure

On January 31, 2024, Winmark Corporation (the “Company”) announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders.  The quarterly dividend of $0.80 per share will be paid on March 1, 2024 to shareholders of record on the close of business on February 14, 2024.  Future dividends will be subject to Board approval.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 8.01Other Events

On January 31, 2023, the Company announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders.  The quarterly dividend of $0.80 per share will be paid on March 1, 2024 to shareholders of record on the close of business on February 14, 2024.  Future dividends will be subject to Board approval.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1

Press Release dated January 31, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WINMARK CORPORATION

Date: January 31, 2024

By:

/s/Anthony D. Ishaug

Anthony D. Ishaug

Chief Financial Officer and Treasurer

Exhibit 99.1

Graphic

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

QUARTERLY CASH DIVIDEND

Minneapolis, MN (January 31, 2024)  -  Winmark Corporation (Nasdaq: WINA) announced today that its Board of Directors has approved the payment of a quarterly cash dividend to shareholders. The quarterly dividend of $0.80 per share will be paid March 1, 2024 to shareholders of record on the close of business on February 14, 2024.  Future dividends will be subject to Board approval.

Winmark - the Resale Company®, is a nationally recognized franchising business focused on sustainability and small business formation.  We champion and guide entrepreneurs interested in operating one of our award winning resale franchises: Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®.  At December 30, 2023, there were 1,319 franchises in operation and over 2,800 available territories.  An additional 71 franchises have been awarded but are not open.  


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Document and Entity Information
Jan. 31, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jan. 31, 2024
Entity File Number 000-22012
Entity Registrant Name Winmark Corporation
Entity Incorporation, State or Country Code MN
Entity Tax Identification Number 41-1622691
Entity Address, Address Line One 605 Highway 169 North
Entity Address, Adress Line Two Suite 400
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55441
City Area Code 763
Local Phone Number 520-8500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value per share
Trading Symbol WINA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000908315
Amendment Flag false

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