The following documents are filed as a part of this Report:
- Financial Statements
The financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements on page 18.
- Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted as not required or not applicable, or the information required has been included elsewhere by reference in the consolidated financial statements and related items.
- Exhibits
Exhibits that are not filed herewith have been previously filed with the Securities and Exchange Commission and are incorporated herein by reference.
| ExhibitNumber | | Description |
| 3.1 | | Articles of Incorporation, as amended (Exhibit 3.1)(1) |
| 3.2 | | By-laws, as amended and restated to date (Exhibit 3.2)(2) |
| 4.1 | | Description of the Company’s Common Stock (Exhibit 4.1) (18) |
| 10.1 | | Amended and Restated Stock Option Plan for Nonemployee Directors (Exhibit 10.3)(3)(4) |
| 10.2 | | Multi-Tenant Office Lease with Utah State Retirement Investment Fund for Corporate Headquarters dated September 28, 2008 (Exhibit 10.1)(5) |
| 10.3 | | 2010 Stock Option Plan, including forms of stock option agreements (Exhibit 10.18)(3) (6) |
| 10.4 | | Credit Agreement, dated July 13, 2010, among Winmark Corporation and its subsidiaries and CIBC Bank USA (formerly known as The PrivateBank and Trust Company) (Exhibit 10.2)(7) |
| 10.5 | | Amendment No. 1 to Credit Agreement, among Winmark Corporation and its subsidiaries, CIBC Bank USA (formerly known as The PrivateBank and Trust Company), and BMO Harris Bank N.A., dated January 30, 2012 (Exhibit 10.1)(8) |
| 10.6 | | Amendment No. 2 to Credit Agreement, among Winmark Corporation and its subsidiaries, CIBC Bank USA (formerly known as The PrivateBank and Trust Company), and BMO Harris Bank N.A., dated February 29, 2012 (Exhibit 10.1)(9) |
| 10.7 | | Lease Amending Agreement No. 1 to Multi-Tenant Office Lease by and between Winmark Corporation and AX Waterford L.P. dated October 21, 2013 (Exhibit 10.1)(10) |
| 10.8 | | Amendment No. 3 to Credit Agreement, among Winmark Corporation and its subsidiaries, CIBC Bank USA (formerly known as The PrivateBank and Trust Company), and BMO Harris Bank N.A., dated February 21, 2014 (Exhibit 10.1)(11) |
| 10.9 | | First Amendment to the 2010 Stock Option Plan (Exhibit 10.1)(3)(12) |
| 10.10 | | First Amendment to the Amended and Restated Stock Option Plan for Nonemployee Directors (Exhibit 10.2)(3)(12) |
| 10.11 | | Amendment No. 4 to Credit Agreement, among Winmark Corporation and its subsidiaries, CIBC Bank USA (formerly known as The PrivateBank and Trust Company), and BMO Harris Bank N.A., dated April 14, 2015 (Exhibit (b)(2))(13) |
| 10.12 | | Amended and Restated Security Agreements, dated May 14, 2015, among Winmark Corporation, each of its subsidiaries and CIBC Bank USA (formerly known as The PrivateBank and Trust Company) (Exhibit 10.4)(14) |
| 10.13 | | Amended and Restated Pledge Agreement, dated May 14, 2015, among Winmark Corporation and CIBC Bank USA (formerly known as The PrivateBank and Trust Company) (Exhibit 10.5)(14) |
| 10.14 | | Trademark Security Agreement, dated May 14, 2015, among Winmark Corporation and its subsidiaries and CIBC Bank USA (formerly known as The PrivateBank and Trust Company) (Exhibit 10.6)(14) |
| 10.15 | | Intercreditor and Collateral Agency Agreement, dated May 14, 2015, among CIBC Bank USA (formerly known as The PrivateBank and Trust Company), BMO Harris Bank N.A. and Prudential Investment Management, Inc., its affiliates and managed accounts (Exhibit 10.7)(14) |
| 10.16 | | Note Agreement, dated May 14, 2015, among Winmark Corporation and its subsidiaries and Prudential Investment Management, Inc., its affiliates and managed accounts (Exhibit 10.8)(14) |
| 10.17 | | Amendment No. 5 to Credit Agreement, among Winmark Corporation and its subsidiaries, CIBC Bank USA (formerly known as The PrivateBank and Trust Company), and BMO Harris Bank N.A., dated July 18, 2017 (Exhibit (b)(7)) (15) |
| 10.18 | | Amendment No. 1 to Note Agreement dated July 19, 2017 among Winmark Corporation and its subsidiaries and Prudential Investment Management, Inc., its affiliates and managed accounts (Exhibit (b)(8))(15) |
| ExhibitNumber | | Description |
| 10.19 | | Amendment No. 1 to Intercreditor and Collateral Agency Agreement dated July 19, 2017 (Exhibit (b)(9))(15) |
| 10.20 | | Second Amendment to the 2010 Stock Option Plan (Exhibit (d)(7))(3)(15) |
| 10.21 | | Lease Amending Agreement No. 2 dated May 17, 2018 between Winmark Corporation and G&I VIII 605 Waterford LLC (Exhibit 10.1)(16) |
| 10.22 | | Amendment No. 6 to Credit Agreement, among Winmark Corporation and its subsidiaries, CIBC Bank USA (formerly known as The PrivateBank and Trust Company), and BMO Harris Bank N.A., dated December 16, 2019 (Exhibit (b)(6))(17) |
| 10.23 | | Amendment No. 2 to Note Agreement dated December 16, 2019 among Winmark Corporation and its subsidiaries and Prudential Investment Management, Inc., its affiliates and managed accounts (Exhibit (b)(7))(17) |
| 10.24 | | 2020 Stock Option Plan, including forms of stock option agreements (Exhibit 10.34) (3) (18) |
| 10.25 | | Amendment No.7 to Credit Agreement, among Winmark Corporation and its subsidiaries, CIBC Bank USA (formerly known as The PrivateBank and Trust Company), and BMO Harris Bank N.A., dated September 2, 2020 (Exhibit 10.1) (19) |
| 10.26 | | Amendment No.3 to Note Agreement dated September 2, 2020, among Winmark Corporation and its subsidiaries and Prudential Investment Management, Inc. its affiliates and managed accounts (Exhibit 10.3) (19) |
| 10.27 | | Amendment No.2 to Intercreditor and Collateral Agency Agreement, dated September 2, 2020 (Exhibit 10.5) (19) |
| 10.28 | | Amendment No. 8 to Credit Agreement, among Winmark Corporation and its subsidiaries and CIBC Bank USA (formerly known as The PrivateBank and Trust Company), dated October 14, 2020 (Exhibit 10.1) (20) |
| 10.29 | | Consent and Amendment No. 4 to Note Agreement dated October 14, 2020 among Winmark Corporation and its subsidiaries and Prudential Investment Management, Inc., its affiliates and managed accounts (Exhibit 10.3) (20) |
| 10.30 | | Amendment No. 9 to Credit Agreement, among Winmark Corporation and its subsidiaries and CIBC Bank USA, dated September 10, 2021 (Exhibit 10.1) (21) |
| 10.31 | | Amendment No. 5 to Note Agreement dated September 10, 2021 among Winmark Corporation and its subsidiaries and PGIM, Inc. (formerly Prudential Investment Management, Inc.) its affiliates and managed accounts (exhibit 10.3) (21) |
| 10.32 | | Amendment No. 3 to Intercredit and Collateral Agency Agreement dated September 10, 2021 (exhibit 10.5) (21) |
| 10.33 | | Amendment No. 10 to Credit Agreement dated April 12, 2022 (Exhibit 10.1) (22) |
| 10.34 | | Private Shelf Agreement dated April 12, 2022, among Winmark Corporation and its subsidiaries and PGIM, Inc., its subsidiaries and managed accounts (Exhibit 10.3) (22) |
| 10.35 | | Amendment No. 6 to Note Agreement dated April 12, 2022 (Exhibit 10.4) (22) |
| 10.36 | | Amended and Restated Intercreditor and Collateral Agency Agreement dated April 12, 2022 (Exhibit 10.6) (22) |
| 10.37 | | Omnibus Amendment to Collateral Documents dated April 12, 2022 (Exhibit 10.7) (22) |
| 21.1 | | Subsidiaries: Grow Biz Games, Inc., a Minnesota corporation; Winmark Capital Corporation, a Minnesota corporation and Wirth Business Credit, Inc., a Minnesota corporation |
| 23.1* | | Consent of GRANT THORNTON LLP; Independent Registered Public Accounting Firm |
| 31.1* | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | | Winmark Corporation Policy For the Recovery of Erroneously Awarded Compensation |
| ExhibitNumber | | Description |
| 101 | | Interactive Data Files Pursuant to Rule 405 of Regulation S-T: Financial statements from the Annual Report on Form 10-K of Winmark Corporation and Subsidiaries for the year ended December 30, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. |
| 104 | | The Cover page from the Annual Report on Form 10-K of Winmark Corporation and subsidiaries for the year ended December 30, 2023; formatted in Inline XBRL (contained in Exhibit 101). |
| (1) | Incorporated by reference to the specified exhibit to the Registration Statement on Form S-1, effective August 24, 1993 (Reg. No. 33-65108). |
| (2) | Incorporated by reference to the specified exhibit to the Annual Report on Form 10-K for the fiscal year ended December 30, 2006. |
| (3) | Indicates management contracts, compensation plans or arrangements required to be filed as exhibits. |
| (4) | Incorporated by reference to the specified exhibit to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2009. |
| (5) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on October 2, 2008. |
| (6) | Incorporated by reference to the specified exhibit to the Annual Report on Form 10-K for the fiscal year ended December 26, 2009. |
| (7) | Incorporated by reference to the specified exhibit to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2010. |
| (8) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on January 31, 2012. |
| (9) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on March 1, 2012. |
| (10) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on October 23, 2013. |
| (11) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on February 21, 2014. |
| (12) | Incorporated by reference to the specified exhibit to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014. |
| (13) | Incorporated by reference to the specified exhibit to the Schedule TO filed on April 15, 2015. |
| (14) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on May 18, 2015. |
| (15) | Incorporated by reference to the specified exhibit to the Schedule TO filed on July 19, 2017. |
| (16) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on May 18, 2018. |
| (17) | Incorporated by reference to the specified exhibit to the Schedule TO filed on December 17, 2019. |
| (18) | Incorporated by reference to the specified exhibit to the Annual Report on Form 10-K for the fiscal year ended December 28, 2019. |
| (19) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on September 2, 2020. |
| (20) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on October 14, 2020. |
| (21) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on September 10, 2021. |
| (22) | Incorporated by reference to the specified exhibit to the Current Report on Form 8-K filed on April 13, 2022. |
