What changed in this filing

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Item 1. Business

2026-06-09 compared with 2025-06-10 · 60 added, 55 removed, 376 unchanged (23% of the section changed)

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References to a year are to our fiscal year, unless the context requires otherwise.

Our 2025 year commenced on April 1, 2024 and ended on March 30, 2025;

and our 2024 year commenced on March 27, 2023 and ended on March 31, 2024.

Our 2026 year commenced on March 31, 2025 and ended on March 29, 2026;

and our 2025 year commenced on April 1, 2024 and ended on March 30, 2025.

We are a leading branded licensor, wholesaler and retailer of products marketed under our Nathan’s Famous brand, including our popular Nathan’s World Famous Beef Hot Dogs.

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Our innovative business model seeks to maximize the points of distribution for and the consumption of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries and our other products across a wide-range of grocery retail and foodservice formats.

Our products are currently marketed for sale in approximately 79,000 locations, including supermarkets, mass merchandisers and club stores, selected foodservice locations and our Company-owned and franchised restaurants throughout the United States and in twenty foreign countries.

Our products are currently marketed for sale in thousands of locations, including supermarkets, mass merchandisers and club stores, selected foodservice locations and our Company-owned and franchised restaurants throughout the United States and in twenty foreign countries.

The Company considers itself to be in the foodservice industry and has pursued co-branding initiatives within other foodservice environments.

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Our licensing program contracts with certain third parties to manufacture, distribute, market and sell a broad variety of Nathan’s Famous branded products including our hot dogs, frozen crinkle-cut French fries and additional products through supermarkets, grocery channels and club stores throughout the United States.

As of March 30, 2025, packaged Nathan’s World Famous Beef Hot Dogs continued to be sold in supermarkets, mass merchandisers and club stores including Walmart, Kroger, Ahold, Publix, Albertsons, Safeway, ShopRite, Target, Sam’s Club, Costco and BJ’s Wholesale Club located in all 50 states.

As of March 29, 2026, packaged Nathan’s World Famous Beef Hot Dogs continued to be sold in supermarkets, mass merchandisers and club stores including Walmart, Kroger, Ahold, Publix, Albertsons, Safeway, ShopRite, Target, Costco and BJ’s Wholesale Club located in all 50 states.

We earn revenue through royalties on products sold by our licensees.

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We use the Arthur Treacher’s Fish & Chips brand, products and trademarks as a branded seafood menu-line extension for inclusion in certain Nathan’s Famous restaurants, as well as online platforms for third party delivery, such as UberEats, GrubHub and DoorDash.

Merger with Smithfield Foods, Inc.

On January 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Smithfield Foods, Inc., a Virginia corporation (“Buyer” or “Smithfield Foods”) and Boardwalk Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof and in accordance with the General Corporation Law of the State of Delaware, Merger Sub shall merge with and into the Company (the “Merger,” and the effective time of the Merger, the “Effective Time”).

As a result of the Merger, at the Effective Time, the separate corporate existence of Merger Sub shall cease, the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and the Surviving Corporation shall become a wholly owned subsidiary of Buyer.

After the Merger, the Company shall cease to be publicly traded.

Completion of the transaction remains contingent upon meeting several conditions specified in the Merger Agreement.

These include securing approval from the holders of a majority of Nathan’s outstanding stock, obtaining clearance from the Committee on Foreign Investment in the United States (CFIUS), and fulfilling other closing requirements.

However, given the impact of the partial government shutdown on statutory deadlines for CFIUS’s review process, our anticipated closing timeline has shifted, and we now expect the transaction to close in the second half of 2026.

See NOTE N – MERGER to the accompanying Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Our Competitive Strengths

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We earn stable and high-margin revenue through multiple licensing programs.

Through licensing programs with such companies as Smithfield Foods, Inc., and Lamb Weston, Inc., over fifteen Nathan’s Famous branded SKUs are sold through grocery retail channels.

Through licensing programs with such companies as Smithfield Foods, and Lamb Weston, Inc., over fifteen Nathan’s Famous branded SKUs are sold through grocery retail channels.

All of our licensing agreements combined produced $37,417,000 and $37,418,000 of high margin revenue for fiscal 2026 and 2025, respectively.

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Our highly visible brand and reputation for high quality products have allowed us to expand our food offerings beyond our signature hot dogs and command a premium price across our portfolio of products.

Nathan’s Famous continues to receive recognition for being a fan and industry favorite, and was named to Restaurant Business’ Top 500 Chain Restaurants in 2024.

Retail licensing – We expect that our retail licensing program may continue to grow, centered around our licensing program with Smithfield Foods, Inc.

Smithfield Foods, Inc.

brings superior sales and marketing resources to our brand through its national scale, broad distribution platform, strong retail relationships and research and development infrastructure capable of developing and introducing new products.

As a result of our partnership with Smithfield Foods, Inc., we expect Nathan’s Famous products to continue penetrating the grocery, mass merchandising and club channels by expanding points of distribution in targeted, underpenetrated regions and through the development of new products.

We believe Smithfield Foods, Inc.

expects to continue to leverage this relationship with continued full-scale marketing efforts, both inside and outside of stores, highlighted by exciting customer events and brand representation and support of our Nathan’s Famous International Hot Dog Eating Contests.

Retail licensing – We expect that our retail licensing program may continue to grow, centered around our licensing program with Smithfield Foods.

Smithfield Foods brings superior sales and marketing resources to our brand through its national scale, broad distribution platform, strong retail relationships and research and development infrastructure capable of developing and introducing new products.

As a result of our partnership with Smithfield Foods, we expect Nathan’s Famous products to continue penetrating the grocery, mass merchandising and club channels by expanding points of distribution in targeted, underpenetrated regions and through the development of new products.

We believe Smithfield Foods expects to continue to leverage this relationship with continued full-scale marketing efforts, both inside and outside of stores, highlighted by exciting customer events and brand representation and support of our Nathan’s Famous International Hot Dog Eating Contests.

We may offer the licensing of other signature products to other qualified manufacturers.

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Franchising – We expect to continue to market our franchise program and Branded Menu Program to large, experienced and successful operators with the financial and business capability to develop multiple franchise locations, as well as to individual-owner operators with evidence of restaurant management experience, net worth and sufficient capital.

We also expect to continue developing master franchise programs in foreign countries.

We may continue developing master franchise programs in foreign countries.

Company-owned restaurants – We may selectively consider opening new Company-owned restaurants on an opportunistic basis.

We may also consider new opportunities in both traditional and captive market settings.

Improve Company-owned restaurant profitability – In fiscal 2024 and fiscal 2025, our Company-owned restaurants were impacted by commodity and labor inflation.

Improve Company-owned restaurant profitability – In fiscal 2026, our Company-owned restaurants were impacted by commodity and labor inflation.

Additionally, on January 1, 2026, the minimum hourly wage in New York City, Long Island and Westchester increased from $16.50 to $17.00 impacting all of our Company-owned restaurants.

Further, beginning in 2027, the minimum wage across New York State will increase annually according to the Consumer Price Index.

We continue to focus on managing our expenses in the operation of our Company-owned restaurants, with a particular emphasis on cost of goods sold, including food costs, paper costs and labor costs while not sacrificing on overall quality and service that our customers expect.

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We believe that menu innovation supported with new and creative advertising materials may drive increased guest frequency and enhance the customer experience.

Product development – The Company collaborates with its licensees on potential new product offerings.

New products can increase revenue by expanding our customer base and continuing to build brand awareness.

Product development – The Company continues to research and to develop new menu items to keep our offerings relevant, as well as introduce fresh takes on classic favorites.

The Company believes new products can increase revenue by expanding our customer base and continuing to build brand awareness.

Corporate History

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Our fiscal year ends on the last Sunday in March, which will result in a 52 or 53 week year.

The fiscal year ended March 30, 2025 was on the basis of a 52 week reporting period and the fiscal year ended March 31, 2024 was on the basis of a 53 week reporting period.

The fiscal years ended March 29, 2026 and March 30, 2025 were on the basis of a 52 week reporting period.

Restaurant Operations

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The average check at our Company-owned restaurants during the fiscal 2026 period increased by approximately 1.3% over the fiscal 2025 period.

Our Coney Island flagship location has been open for over 100 years and is the home of the annual Nathan’s International Hot Dog Eating Contest, which has been broadcast on ESPN each 4 th of July since 2004 and achieved more than one million viewers in fiscal 2025.

We continue to focus on digital and social media initiatives, as well as direct mail and point of purchase materials to enhance the customer experience;

In fiscal 2026, the live ESPN broadcast averaged 1.6 million viewers, an increase from the prior year and the second largest audience we have had in our 20+ years of partnering with ESPN.

We continue to focus on targeted digital and social media initiatives, as well as email campaigns and point of purchase materials to enhance the customer experience;

to increase customer traffic;

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During the fiscal 2026 period, no single franchisee accounted for over 10% of our consolidated revenue.

At March 30, 2025, Applegreen USA Welcome Centers, LLC operated seven franchised locations within highway travel plazas and HMS Host operated four franchised locations, including three units at airports, and one unit within a mall.

At March 29, 2026, Applegreen USA Welcome Centers, LLC operated eight franchised locations within highway travel plazas and HMS Host operated three franchised locations, including two units at airports, and one unit within a mall.

Additionally, 37 mobile carts were registered to operate in New York, NY.

Nine Bruster’s Real Ice Cream shops were selling Nathan’s products under our Branded Menu Program.

Six Bruster’s Real Ice Cream shops were selling Nathan’s products under our Branded Menu Program.

During the fiscal 2026 period, 23 franchised locations opened, including 2 Branded Menu Program locations.

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We believe the majority of sales in our Company-owned restaurants consist of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries and beverages.

Nathan’s restaurants supplement their core menu items with a variety of other quality menu choices including our fresh angus hamburgers and our hand-dipped chicken.

Nathan’s restaurants supplement their core menu items with a variety of other quality menu choices including our fresh angus hamburgers and our hand-battered chicken.

We have historically used the Arthur Treacher’s Fish & Chips brand, products and trademarks as a branded seafood menu-line extension for inclusion in certain Nathan’s Famous restaurants.

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Arthur Treacher ’ s Fish & Chips

Arthur Treacher’s Fish-n-Chips, Inc.

Arthur Treacher’s Fish & Chips, Inc.

was originally founded in 1969.

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As of March 29, 2026, Arthur Treacher’s, as a co-brand, was included within 28 Nathan’s Famous restaurants.

Additionally, there are four Arthur Treacher’s BMP locations.

Additionally, there are five Arthur Treacher’s BMP locations.

International Development

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We continue to pursue international expansion opportunities.

During fiscal 2025, we opened five franchised locations in Brazil.

We may seek to continue granting exclusive territorial rights for franchising and for the manufacturing and distribution rights in foreign countries, and we expect to require that an exclusivity fee be conveyed for these rights.

We plan to develop the restaurant franchising system internationally through the use of master franchising agreements based upon individual or combined use of our existing restaurant concepts and for the distribution of Nathan’s products.

During fiscal 2026, we opened three franchised locations in Brazil.

Subject to the terms of the Merger Agreement, we may seek to continue granting exclusive territorial rights for franchising and for the manufacturing and distribution rights in foreign countries, and we expect to require that an exclusivity fee be conveyed for these rights.

Subject to the terms of the Merger Agreement, we plan to develop the restaurant franchising system internationally through the use of master franchising agreements based upon individual or combined use of our existing restaurant concepts and for the distribution of Nathan’s products.

The following table is a summary of our international operations for the fiscal years ended March 29, 2026 and March 30, 2025:

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Massachusetts

New Hampshire

North Carolina

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United Arab Emirates

United Kingdom

International Subtotal

Units operating pursuant to our Branded Product Program and our virtual kitchens are excluded.

Two locations are temporarily closed due to construction.

Branded Product Program

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and golf courses and country clubs.

The Branded Product Program also distributes product in professional sports arenas with Nathan’s World Famous Beef Hot Dogs being served in stadiums and arenas that host the New York Yankees, New York Mets, Tampa Bay Rays, Brooklyn Nets, Dallas Cowboys, and Green Bay Packers.

Additionally, our products are offered in numerous other foodservice operations including business office cafeterias, snack bars and vending machines located in many different types of foodservice outlets and venues, including airports, highway travel plazas, colleges and universities, gas and convenience stores, military installations, and Veterans Administration hospitals throughout the United States.

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Licensing Program

Pursuant to an agreement expiring in March 2032, Smithfield Foods, Inc., has been granted, among other things, (i) the exclusive right and obligation to manufacture, distribute, market and sell “Nathan’s Famous” branded hot dogs, and sausages in refrigerated consumer packages to be resold through retail channels (e.g., supermarkets, groceries, mass merchandisers and club stores) within the United States, (ii) a right of first offer to license any other “Nathan’s Famous” branded refrigerated meat products in consumer packages to be resold through retail channels within the United States, on terms to be negotiated in good faith, (iii) the right and obligation to manufacture “Nathan’s Famous” branded hot dog and sausage products in bulk for use in the food service industry within the United States, and (iv) the non-exclusive right and obligation to supply “Nathan’s Famous” natural casing and skinless hot dogs in bulk for use in the “Nathan’s Famous” restaurant system within the United States.

Pursuant to an agreement expiring in March 2032, Smithfield Foods, has been granted, among other things, (i) the exclusive right and obligation to manufacture, distribute, market and sell “Nathan’s Famous” branded hot dogs, and sausages in refrigerated consumer packages to be resold through retail channels (e.g., supermarkets, groceries, mass merchandisers and club stores) within the United States, (ii) a right of first offer to license any other “Nathan’s Famous” branded refrigerated meat products in consumer packages to be resold through retail channels within the United States, on terms to be negotiated in good faith, (iii) the right and obligation to manufacture “Nathan’s Famous” branded hot dog and sausage products in bulk for use in the food service industry within the United States, and (iv) the non-exclusive right and obligation to supply “Nathan’s Famous” natural casing and skinless hot dogs in bulk for use in the “Nathan’s Famous” restaurant system within the United States.

The agreement provides for royalties on packaged products sold to supermarkets, club stores and grocery stores, payable on a monthly basis to the Company equal to 10.8% of net sales, subject to minimum annual guaranteed royalties.

Pursuant to this agreement, Nathan’s earned royalties of approximately $31,893,000 in fiscal 2026 and $31,869,000 in fiscal 2025 representing approximately 20% and 22% of total revenues, respectively.

We believe our future operating results will continue to be substantially impacted by the terms and conditions of the agreement with Smithfield Foods, Inc., but there can be no assurance thereof (See Item 1A - “Risk Factors”).

Smithfield Foods, Inc.

has also licensed from us the right to manufacture and sell branded hot dogs and sausages to select foodservice accounts.

We believe our future operating results will continue to be substantially impacted by the terms and conditions of the agreement with Smithfield Foods, but there can be no assurance thereof (See Item 1A - “Risk Factors”).

Smithfield Foods has also licensed from us the right to manufacture and sell branded hot dogs and sausages to select foodservice accounts.

Pursuant to this arrangement, we earned royalties of $1,696,000 and $1,720,000 during the fiscal 2026 and 2025 periods, respectively.

The majority of these royalties were earned from one company.

We believe that the overall exposure of the brand and opportunity for consumers to enjoy the Nathan’s World Famous Beef Hot Dog in their homes helps promote “Nathan’s Famous” restaurant patronage.

Royalties earned under the retail agreement, including the foodservice program, were approximately 90% of our fiscal 2026 period license revenues.

We license the manufacture of the proprietary spices which are used to produce Nathan’s World Famous Beef Hot Dogs to Saratoga Specialties, Inc., a wholly-owned subsidiary of Solina.

We license the manufacture of the proprietary spices which are used to produce Nathan’s World Famous Beef Hot Dogs to Solina.

During fiscal 2026 and 2025, we earned royalties of $1,561,000 and $1,559,000, respectively, from this license.

Through this agreement, we control the manufacture of all “Nathan’s Famous” branded hot dogs.

During fiscal 2025, our licensee, Lamb Weston Holdings, Inc., continued to produce and distribute Nathan’s Famous frozen crinkle-cut French fries and onion rings.

During fiscal 2026, our licensee, Lamb Weston, Inc., continued to produce and distribute Nathan’s Famous frozen crinkle-cut French fries and onion rings.

These products were distributed within 41 states during fiscal 2026.

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During fiscal 2026 and 2025, we earned royalties of $255,000 and $271,000, respectively, under this agreement.

During fiscal 2026, our licensee, Lake Street Provisions, Inc.

began to sell Nathan’s Famous meat sticks and meat jerky snacks.

The products made their debut at the Company’s International Hot Dog Eating Contest held on July 4, 2025.

During fiscal 2026, we earned royalties of $75,000 under this agreement.

Provisions and Supplies

Nathan’s World Famous Beef Hot Dogs are primarily manufactured by Smithfield Foods, Inc.

for sale at retail, for our Branded Product Program and for our restaurant system.

Smithfield Foods, Inc.

and another hot dog manufacturer supply the hot dogs for our Company-owned and franchised restaurants.

Nathan’s World Famous Beef Hot Dogs are primarily manufactured by Smithfield Foods for sale at retail, for our Branded Product Program and for our restaurant system.

Smithfield Foods and another hot dog manufacturer supply the hot dogs for our Company-owned and franchised restaurants.

All hot dogs are manufactured in accordance with Nathan’s recipes, quality standards and proprietary spice formulations.

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(See Item 1A- “Risk Factors”).

Saratoga Specialties, Inc,.

a wholly-owned subsidiary of Solina, produces Nathan’s proprietary spice formulations.

Solina produces Nathan’s proprietary spice formulations.

In the past, we engaged Newly Weds Foods, Inc.

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The strategic distribution partners under this agreement include:

DiCarlo Distributors, Inc., Tapia Brothers Company and Feesers, Inc.

DiCarlo Distributors, Inc., Tapia Brothers Company, Cheney Brothers and Feesers, Inc.

Our branded products are delivered to our ultimate customers throughout the country by numerous distributors, including US Foodservice, Inc., SYSCO Corporation, Performance Food Group Company, McLane Company, Inc.

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The Nathan’s Famous brand continues to enjoy tremendous exposure and awareness from our Nathan’s Famous International Hot Dog Eating Contests.

In 2024, we held regional contests in Grand Rapids, Michigan;

Cleveland, Ohio;

San Francisco, California, and Washington D.C.

We also held our first international contest in Selsey, England.

In 2025, we expect to hold regional contests in Hershey Park, Pennsylvania;

In 2025, we held regional contests in Hershey Park, Pennsylvania;

Lake Compounce, Connecticut;

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and Washington, D.C.

These regional contests culminate on July 4 th as the regional champions meet at our flagship restaurant in Coney Island for the international championship.

In 2026, we expect to hold regional contests in Hershey Park, Pennsylvania and Lake Compounce, Connecticut.

These regional contests culminate on July 4 th as the regional and world-ranked champions meet at our flagship restaurant in Coney Island for the international championship.

Nathan’s Famous continues to look to sports sponsorships as a strategic marketing opportunity to further brand recognition.

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Citi Field – New York Mets;

Tropicana Field – Tampa Bay Rays (temporarily relocated to Steinbrenner Field due to damage sustained by Hurricane Milton in October 2024);

and Tropicana Field – Tampa Bay Rays

The Barclays Center – Brooklyn Nets;

and Fiserv Forum – Milwaukee Bucks

AT&T Stadium – Dallas Cowboys

Lambeau Field – Green Bay Packers.

We believe that the Company’s overall sales and exposure have been complemented by the sales of Nathan’s World Famous Beef Hot Dogs and other Nathan’s products through the publicity generated by our International Hot Dog Eating Contests and our affiliation with a number of high profile sports arenas.

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In fiscal 2026, Nathan’s marketing efforts were largely focused on the annual July 4 th International Hot Dog Eating Contest and its sports sponsorships, as well as digital and social media to promote the brand, to drive awareness of menu offerings, and to generate traffic.

This past year there was an increased emphasis on point of purchase materials and updating menu boards to showcase new and existing menu items.

This past year there was a continued emphasis on point of purchase materials and updating menu boards to showcase new and existing menu items.

Nathan’s marketing efforts include employing an “always on” social media strategy to support the brand and franchise operations through our centralized brand presence.

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Food service employees at two Company-owned restaurants are currently represented by Local 1102 RWSDU UFCW AFL-CIO, CLC, Retail, Wholesale and Department Store Union, under an agreement that expires on June 30, 2026.

The Company expects to negotiate and enter into a new agreement and has historically maintained a productive relationship with its union.

Employees at a third Company-owned restaurant are represented by the same union pursuant to a different agreement that expires on November 30, 2028.

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These laws in the United States and overseas have not precluded us from enforcing the terms of our franchise agreements, and we do not believe that these laws are likely to significantly affect our operations.

We do not believe that current geopolitical events (including the Russia-Ukraine conflict and the Israel-Hamas conflict) have had or will have a serious impact on our operations.

We do not believe that current geopolitical events (including the Russia-Ukraine conflict, the United States and Iran conflict, and other hostilities in the Middle East) have had or will have a serious impact on our operations.

We are not aware of any pending franchise legislation in the United States that we believe is likely to significantly affect our operations.

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(1) Branded Product Program, (2) Product licensing, and (3) Restaurant operations.

Refer to Footnote I, Segment Information , in the notes to our consolidated financial statements for more information.

Refer to NOTE I – SEGMENT INFORMATION to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business