Item 2.02Results of Operations and Financial Condition

On October 12, 2022, Winmark Corporation (the "Company") announced in a press release its results of operations and financial condition for the third quarter ended September 24, 2022. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.01Regulation FD Disclosure

On October 12, 2022, the Company announced in a press release its results of operations and financial condition for the third quarter ended September 24, 2022. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

On October 12, 2022, 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 $0.70 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $3.00 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. The total amount of the special dividend payment will be approximately $10.3 million based on the current number of shares outstanding. Future regular or special dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report on Form 8-K.




Item 8.01Other Events

On October 12, 2022, 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 $0.70 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $3.00 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. The total amount of the special dividend payment will be approximately $10.3 million based on the current number of shares outstanding. Future special or regular dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report on Form 8-K.

Forward Looking Statements

Certain statements in this Current Report on Form 8-K are forward looking statements made under the safe harbor provision of the Private Securities Litigation Reform Act. Such statements are based on management's current expectations as of the date of this Report, but involve risks, uncertainties and other factors that may cause actual results to differ materially from those contemplated by such forward looking statements. Investors are cautioned to consider these forward looking statements in light of important factors which may result in material variations between results contemplated by such forward looking statements and actual results and conditions. More detailed information about these factors is contained under the headings "Forward Looking Statements" and "Risk Factors" in the Company's periodic reports filed with the SEC, including the Company's most recent Annual Report on Form 10-K for the fiscal year ended December 25, 2021 and Quarterly Report on Form 10-Q for the third quarter ended September 24, 2022. We caution investors to not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Item 9.01Financial Statements and Exhibits

(d)Exhibits



c
99.1     Third Quarter Results Press Release dated October 12, 2022
99.2     Quarterly Cash Dividend and Special Dividend Press Release dated
       October 12, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL
       Document and incorporated as Exhibit 101)

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