03/04/2026 | Press release | Distributed by Public on 03/04/2026 16:40
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Shake Shack Inc. C/O SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NY 10014 |
Corporate Controller | |||
| /s/ Ronald Palmese, Jr. Esq., Attorney-in-Fact for Peter Herpich | 03/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of Class A common stock ("Class A Stock") of Shake Shack Inc. (the "Issuer") underlying restricted stock units acquired by Mr. Herpich. On March 1, 2026, pursuant to the Issuer's 2025 Incentive Award Plan, Mr. Herpich was awarded restricted stock units representing the right to receive Class A Stock of the Issuer. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 3 equal installments on each of March 1, 2027, March 1, 2028, and March 1, 2029. |
| (2) | Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by Mr. Herpich on March 1, 2025 pursuant to the Issuer's 2025 Incentive Award Plan. |
| (3) | Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by Mr. Herpich on March 1, 2024 pursuant to the Issuer's 2015 Incentive Award Plan, as amended. |
| (4) | Represents shares of Class A Stock of the Issuer underlying restricted stock units acquired by Mr. Herpich upon the Issuer's achievement of certain performance targets for certain performance criteria for fiscal year 2024. On March 1, 2025, pursuant to the Issuer's 2025 Incentive Award Plan, Mr. Herpich was awarded performance stock units that issue into restricted stock units representing the right to receive Class A Stock of the Issuer. The restricted stock units representing the right to receive Class A Stock of the Issuer vest in 4 equal installments on each of March 1, 2025, March 1, 2026, March 1, 2027, and March 1, 2028. |
| (5) | Represents shares of Class A Stock of the Issuer withheld for taxes upon the vesting of restricted stock units that were previously acquired by Mr. Herpich upon the Issuer's achievement of certain performance criteria measured over a 1 year period for fiscal 2024. |