605 Highway 169 North, Suite400, Minneapolis, MN 55441(Address of principal executive offices) (Zip Code) (763) 520-8500(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large acceleratedfiler☒Non-acceleratedfiler☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act). WINMARK CORPORATION AND SUBSIDIARIES INDEX PAGEPART I.FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)CONSOLIDATED CONDENSED BALANCE SHEETSJune 27, 2026 and December 27, 20253CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONSThree Months Ended June 27, 2026 and June 28, 2025Six Months Ended June 27, 2026 and June 28, 20254CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY(DEFICIT)Three Months Ended June 27, 2026 and June 28, 2025Six Months Ended June 27, 2026 and June 28, 20255CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWSSix Months Ended June 27, 2026 and June 28, 20256NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations12Item 3.Quantitative and Qualitative Disclosures About Market Risk17Item 4.Controls and Procedures17PART II. OTHER INFORMATION17Item 1.Legal Proceedings17Item 1A. Risk Factors17Item 2.Unregistered Sales of Equity Securities and Use of Proceeds18Item 3.Defaults Upon Senior Securities18Item 4.Mine Safety Disclosures18Item 5.Other Information18Item 6.Exhibits19SIGNATURES20 WINMARK CORPORATION AND SUBSIDIARIESCONSOLIDATED CONDENSED BALANCE SHEETS(Unaudited) WINMARK CORPORATION AND SUBSIDIARIESCONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS(Unaudited) WINMARK CORPORATION AND SUBSIDIARIESCONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)(Unaudited) WINMARK CORPORATION AND SUBSIDIARIESCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS(Unaudited) WINMARK CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS The accompanying consolidated condensed financial statements have been prepared by WinmarkCorporation and subsidiaries (the Company), without audit, pursuant to the rulesand regulations of theSecurities and Exchange Commission. The Company has a 52/53 week year which ends on the lastSaturday in December. The information in the consolidated condensed financial statements includesnormal recurring adjustments and reflects all adjustments which are, in the opinion of management,necessary for a fair presentation of such financial statements. The consolidated condensed financialstatements and notes are presented in accordance with accounting principles generally accepted in theUnited States of America for interim financial information and with the instructions for Form10-Q, andtherefore do not contain certain information included in the Company’s annual consolidated financialstatements and notes. This report should be read in conjunction with the audited consolidated financialstatements and the notes thereto included in the Company’s latest Annual Report on Form10-K. Revenues and operating results for the six months ended June 27, 2026 are not necessarily indicative of theresults to be expected for the full year. Reclassifications Certain reclassifications of previously reported amounts have been made to conform to the current yearpresentation. Such reclassifications did not impact net income or shareholders’ equity (deficit) aspreviously reported. Recently Issued Accounting Pronouncements Disaggregation–Income Statement Expenses–In November 2024, the Financial Accounting StandardsBoard (“FASB”) issued guidance requiring additional disclosure of the nature of expenses included in theincome statement in response to requests from investo