What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-09 compared with 2025-06-10 · 241 added, 165 removed, 1076 unchanged (27% of the section changed)

19 unchanged sentences

Other Information.

As disclosed in this Annual Report on Form 10-K, the Company’s Board of Directors has declared a $0.50 per share dividend payable on July 1, 2025 to shareholders of record at the close of business on June 23 , 2025.

As disclosed in this Annual Report on Form 10-K, the Company’s Board of Directors has declared a $0.50 per share dividend payable on June 30, 2026 to shareholders of record at the close of business on June 22 , 2026.

After the payment of the June 2026 Regular Cash Dividend, the Company is no longer permitted to declare and pay any further dividends under the Merger Agreement.

During the quarter ended March 29, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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New York New York

June 10, 2025

Directors, Executive Officers and Corporate Governance.

The information required in response to this Item is incorporated herein by reference from the discussions under the captions Proposal 1 – Election of Directors, Corporate Governance Management and Security Ownership in our proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Report.

The information required in response to this Item is true from the discussions under the captions Proposal 1 – Election of Directors, Corporate Governance Management and Security Ownership in our proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Report.

Our Board of Directors has adopted a Financial Officer Code of Ethics applicable to the Company’s Chief Executive Officer, Chief Financial Officer and all other members of the Company’s Finance Department.

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Executive Compensation.

The information required in response to this Item is incorporated herein by reference from the discussion under the caption Executive Compensation , including the Summary Compensation and other tables, Non-Qualified Deferred Compensation, Risk Consideration in our Compensation Programs and 2025 Director Compensation in our proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than

120 days after the end of the fiscal year covered by this Report.

The information required in response to this Item is incorporated herein by reference from the discussion under the caption Executive Compensation , including the Summary Compensation and other tables, Non-Qualified Deferred Compensation, Risk Consideration in our Compensation Programs and 2026 Director Compensation in our proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Report.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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We were billed by CBIZ CPAs P.C.

the aggregate amount of approximately $454,000 for fiscal 2026 for fees for professional services rendered for the audit of our annual financial statements and the effectiveness of our internal control over financial reporting, as well as the review of our financial statements included in our Form 10-Q.

We were billed by CBIZ CPAs P.C.

and Marcum LLP the aggregate amount of approximately $327,000 and $70,000 for fiscal 2025 for fees for professional services rendered for the audit of our annual financial statements and the effectiveness of our internal control over financial reporting, as well as the review of our financial statements included in our Form 10-Q.

We were billed by Marcum LLP the aggregate amount of approximately $381,000 for fiscal 2024 for fees for professional services rendered for the audit of our annual financial statements and the effectiveness of our internal control over financial reporting, as well as the review of our financial statements included in our Form 10-Q.

Audit-Related Fees

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Certain of the following exhibits were previously filed as exhibits to other reports or registration statements filed by the Registrant under the Securities Act of 1933 or under the Securities Exchange Act of 1934 and are therefrom incorporated by reference.

Agreement and Plan of Merger dated as of January 20, 2026, by and among Nathan’s Famous, Inc., a Delaware corporation, Smithfield Foods, Inc., a Virginia corporation, and Boardwalk Merger Sub Inc.

a Delaware corporation and wholly owned subsidiary of Smithfield Foods, Inc.

(Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 21, 2026.)*+

Voting Agreement dated as of January 20, 2026, by and among Nathan’s Famous, Inc., a Delaware corporation, Smithfield Foods, Inc., a Virginia corporation, Boardwalk Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Smithfield Foods, Inc., and the stockholders party thereto.

(Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated January 21, 2026.)+

Certificate of Incorporation.

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Credit Agreement, dated as of July 10, 2024, among Nathan’s Famous, Inc., as the Borrower, the Subsidiaries of the Borrower Party hereto, as Guarantors, and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party hereto (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K dated July 10, 2024.)

Letter Agreement dated as of January 20, 2026, by and between Nathan’s Famous, Inc., a Delaware corporation, and Eric Gatoff.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 21, 2026.)++

Letter Agreement dated as of January 20, 2026, by and between Nathan’s Famous, Inc., a Delaware corporation, and Robert Steinberg.

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 21, 2026.)++

Letter of Grant Thornton LLP, dated July 6, 2018.

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dated June 9, 2026.

(1) Consent of Marcum LLP dated June 10, 2025.

(1) Certification by Eric Gatoff, Chief Executive Officer, pursuant to Rule 13a - 14(a).

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(1) Filed herewith.

*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish a copy of any omitted schedule to the SEC upon request.

**Filed with confidential portions omitted pursuant to request for confidential treatment.

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*** Indicates a management plan or arrangement.

+Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

++Compensatory plan or arrangement.

Form 10-K Summary.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Nathan’s Famous, Inc.

and Subsidiaries (the “Company”) as of March 30, 2025, the related consolidated statements of earnings, changes in stockholders’ deficit and cash flows for the fifty-two week period ended March 30, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 30, 2025, and the results of its operations and its cash flows for the fifty-two week period ended March 30, 2025, in conformity with accounting principles generally accepted in the United States of America .

We have audited the accompanying consolidated balance sheets of Nathan’s Famous, Inc.

and Subsidiaries (the “Company”) as of March 29, 2026 and March 30, 2025, the related consolidated statements of earnings, changes in stockholders’ deficit and cash flows for the fifty-two week periods ended March 29, 2026 and March 30, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 29, 2026 and March 30, 2025, and the results of its operations and its cash flows for the fifty-two week periods ended March 29, 2026 and March 30, 2025, in conformity with accounting principles generally accepted in the United States of America .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of March 29, 2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated June 9, 2026 , expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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effective November 1, 2024.)

June 10, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Nathan’s Famous, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Nathan’s Famous, Inc.

and Subsidiaries (the “Company”) as of March 31, 2024, the related consolidated statements of earnings, changes in stockholders’ deficit and cash flows for the fifty-three week period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its operations and its cash flows for the fifty-three week period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor from 2018 through 2025.

June 12, 2024

New York, New York

Nathan’s Famous, Inc.

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Property and equipment, net of accumulated depreciation of $ 12,225 and $ 12,295 , respectively (Note F)

Operating lease right-of-use assets (Note K)

Operating lease right-of-use assets, net (Note K)

Intangible asset, net

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Additional paid-in capital

Retained earnings (Accumulated deficit)

Retained earnings

Stockholders’ equity before treasury stock

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

Fifty-two weeks ended March 30, 2025 and the Fifty-three weeks ended March 31, 2024

Fifty-two weeks ended March 29, 2026 and the Fifty-two weeks ended March 30, 2025

(in thousands, except share and per share amounts)

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Balance, March 31, 2024

Cumulative effect of adoption of ASU 2016-13

Shares issued in connection with share-based compensation plans

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

Fifty-two weeks ended March 30, 2025 and the Fifty-three weeks ended March 31, 2024

Fifty-two weeks ended March 29, 2026 and the Fifty-two weeks ended March 30, 2025

(in thousands, except share and per share amounts)

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Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of year

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At March 29, 2026, the Company’s restaurant system included four Company-owned restaurants (including one seasonal unit) in the New York City metropolitan area and 221 franchised units, located in 19 states and 11 foreign countries.

Pending 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”), and Boardwalk Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”).

Pursuant to the Merger Agreement, and subject to the satisfaction of the conditions thereof, 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 the 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 the Buyer.

See NOTE N – MERGER for additional information.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and all of its wholly owned subsidiaries.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission and include the accounts of the Company and all of its wholly owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

The Company’s fiscal year ends on the last Sunday in March, which results in a 52 or 53 week reporting period.

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.

All references to years and quarters relate to fiscal periods rather than calendar periods.

Nathan’s Famous, Inc.

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reclassifications

Certain prior year amounts have been reclassified in operating activities within the Consolidated Statements of Cash Flows to conform with the current year presentation.

This reclassification does not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash Flows.

The Company’s fiscal year ends on the last Sunday in March, which results in a 52 or 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.

All references to years and quarters relate to fiscal periods rather than calendar periods.

Use of Estimates

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and (ii) trademarks, and the trade name and other intellectual property of $ 348 in connection with the Arthur Treacher’s brand.

Goodwill is not amortized, but is tested for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.

Goodwill is not amortized, but is tested for impairment annually as of the last day of our fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.

As of March 29, 2026 and March 30, 2025 the Company performed its annual quantitative impairment test of goodwill and has determined no impairment is deemed to exist.

Based upon the review of the current Arthur Treacher’s co-branding agreements, the Company determined that the remaining useful lives of these agreements is three years concluding in fiscal year 2028, and the intangible asset is subject to annual amortization.

The Company has recorded amortization expense of $ 173 for the fiscal year ending March 30, 2025 and estimates that our annual amortization expense will approximate $ 173 for each of the next three fiscal years.

Based upon the review of the current Arthur Treacher’s co-branding agreements, the Company determined that the remaining useful lives of these agreements is two years concluding in fiscal year 2028, and the intangible asset is subject to annual amortization.

The Company has recorded amortization expense of $ 174 for the fiscal year ended March 29, 2026 and estimates that our annual amortization expense will approximate $ 174 for each of the next two fiscal years.

The Company’s definite-lived intangible asset is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

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The Company generally considers a history of restaurant operating losses to be its primary indicator of potential impairment for individual restaurant locations.

The Company tests for recoverability based on the projected undiscounted cash flows to be derived from such assets.

If the projected undiscounted future cash flows are less than the carrying value of the assets, the Company will record on a restaurant-by-restaurant basis, an impairment loss, if any, based on the difference between the estimated fair value and the carrying value of the assets.

The Company generally measures fair value by considering discounted estimated future cash flows from such assets.

The Company tests for recoverability based on the projected undiscounted cash flows to be derived from such asset groups.

If the projected undiscounted future cash flows are less than the carrying value of the asset groups, the Company will record on a restaurant-by-restaurant basis, an impairment loss, if any, based on the difference between the estimated fair value and the carrying value of the asset groups .

The Company generally measures fair value by considering discounted estimated future cash flows from such asset groups.

Cash flow projections and fair value estimates require significant estimates and assumptions by management.

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The excess of the Straight-Line Rent over the minimum rents received is recorded as a deferred lease asset and is included in “Other Assets” where the Company is a lessor.

The Company recorded $ 15 and $ 22 in Other Assets at March 30, 2025 and March 31, 2024, respectively.

There was no deferred lease asset recorded at March 29, 2026.

The Company recorded $ 15 in Other Assets at March 30, 2025.

Certain leases contain provisions, referred to as contingent rent (“Contingent Rent”), that require additional rental payments based upon restaurant sales volume.

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(1) rental expense related to leases for Company-owned restaurants is recorded to “Restaurant operating expenses,” (2) rental expense for leased properties that are subsequently subleased to franchisees is recorded to “Other income, net” and (3) rental expense related to leases for corporate offices and equipment is recorded to “General and administrative expenses.”

Rental income for operating leases on properties subleased to franchisees is recorded net of associated lease costs to “Other income, net.” At March 30, 2025, the Company leases one site which it in turn subleases to a franchisee, which expires in April 2027 exclusive of renewal options.

The Company remains liable for all lease costs when property is subleased to a franchisee.

Rental income for operating leases on properties subleased to franchisees is recorded net of associated lease costs to “Other income, net.” The Company previously leased and sub-leased one property;

this arrangement was terminated in November 2025.

In connection with the termination, the Company received $ 84 in settlement income which is included in Other income, net on the Consolidated Statement of Earnings.

Nathan’s Famous, Inc.

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The carrying amount of our long-term debt (see NOTE J – LONG TERM DEBT) also approximates fair value since such borrowings bear interest at variable market rates and is categorized as Level 2.

The face and fair value of the 6.625 % Senior Secured Notes due 2025 (“2025 Notes”) as of March 31, 2024 was $ 60,000 and $ 59,903 , respectively, and was based upon review of observable pricing in secondary markets as of March 31, 2024.

Accordingly, the Company classified it as Level 2.

Nathan’s Famous, Inc.

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The revenue, expenses and cash flows of the Advertising Fund are fully consolidated into the Company’s Consolidated Statements of Earnings and Statements of Cash Flows.

While this treatment impacts the gross amount of reported advertising fund revenue and related expenses, the impact is expected to approximately offset the increase to both revenue and expense, with minimal impact to income from operations or net income because the Company attempts to manage the Advertising Fund to breakeven over the course of the fiscal year.

However, any surplus or deficit in the Advertising Fund will impact income from operations and net income.

Nathan’s Famous, Inc.

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

However, any surplus or deficit in the Advertising Fund will impact income from operations and net income.

Business Concentrations and Geographical Information

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The Company’s primary supplier of hot dogs represented 97 % and 96 % of product purchases for each of the fiscal years ended March 29, 2026 and March 30, 2025, respectively.

The Company’s primary distributor of products to its Company-owned restaurants represented 3 % of product purchases for each of the fiscal years ended March 30, 2025 and March 31, 2024.

The Company’s primary distributor of products to its Company-owned restaurants represented 2 % and 3 % of product purchases for each of the fiscal years ended March 29, 2026 and March 30, 2025, respectively.

If a disruption of service from a primary supplier or distributor was to occur, we could experience short-term increases in our costs while supply or distribution channels were adjusted.

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Total revenues

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s revenues for the fiscal years ended March 29, 2026 and March 30, 2025 were derived from the following:

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Total revenues

Nathan ’ s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 30, 2025 and March 31, 2024

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company administers an Advertising Fund on behalf of its restaurant system to coordinate the marketing efforts of the Company.

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The Company recognizes compensation cost for unvested stock awards on a straight-line basis over the requisite vesting period.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Classification of Operating Expenses

Cost of sales consists of the following:

The cost of food and other products sold by Company-owned restaurants, through the

Branded Product Program and through other distribution channels.

The cost of food and other products sold by Company-owned restaurants, through the Branded Product Program and through other distribution channels.

The cost of labor and associated costs of Company-owned restaurants.

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Insurance costs directly related to Company-owned restaurants.

General and administrative expenses consist of the following:

Payroll and related benefits, incentive compensation expense and share-based compensation.

Travel expense, marketing, trade show expense and certain other overhead expenses of the various departments that support our operations.

Corporate administrative functions such as executive management, finance, information technology, legal and professional fees, insurance, corporate rent and certain other overhead expenses of our Corporate office.

Nathan’s Famous, Inc.

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

General and administrative expenses consist of the following:

Payroll and related benefits, incentive compensation expense and share-based compensation.

Travel expense, marketing, trade show expense and certain other overhead expenses of the various departments that support our operations.

The Company’s current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes.

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Adoption of New Accounting Standard

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ” , which provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements.

The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

The Company adopted ASU 2023-07 during the fourth quarter of fiscal year 2025.

The adoption did not have a material impact on our consolidated financial statements.

Refer to NOTE I – SEGMENT INFORMATION for the expanded reportable segment disclosures added as a result of the adoption of ASU 2023-07.

New Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

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All entities are required to apply the guidance prospectively, with the option to apply it retrospectively.

The guidance is effective for fiscal years beginning after December 15, 2024, which for us is our fiscal year 2026 beginning on March 31, 2025.

Early adoption is permitted.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

The Company adopted ASU 2023-09 on a retrospective basis during the fourth quarter of fiscal year 2026.

The adoption did not have a material impact on our consolidated financial statements.

Refer to NOTE H – INCOME TAXES for further details.

New Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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The amendments in this Update should be applied either (1) prospectively to financial statements for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements.

For the Company, annual reporting requirements will be effective for our fiscal year 2028 beginning on March 29, 2027 and interim reporting requirements will be effective beginning with our first quarter of fiscal year 2029.

The Company is currently evaluating the impact that the new guidance will have on our consolidated financial statements.

Nathan’s Famous, Inc.

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In July 2025, the FASB issued ASU 2025-05, “ Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ” which provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating credit losses for current accounts receivable and current contract assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, which for us is our fiscal year 2027 beginning on March 30, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

Based on our preliminary evaluation, we do not anticipate a material effect on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “ Interim Reporting (Topic 270):

Narrow-Scope Improvements, ” which clarifies the applicability of the interim reporting guidance and provides a comprehensive list of required interim disclosures.

The Update also incorporates a disclosure principle that requires entities to disclose events that occur since the end of the last annual reporting period that have a material impact on the entity.

The Update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Update should be applied either (1) prospectively to financial statements for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements.

For the Company, interim reporting requirements will be effective with our first quarter of fiscal year 2029.

The Company is currently evaluating the impact that the new guidance will have on our consolidated financial statements.

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Diluted net income per common share gives effect to all potentially dilutive common shares that were outstanding during the period.

Dilutive common shares used in the computation of diluted income per common share result from the assumed exercise of stock options as determined using the treasury stock method and restricted stock unit awards.

Dilutive common shares used in the computation of diluted net income per common share result from the assumed exercise of stock options as determined using the treasury stock method and restricted stock unit awards.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE C – NET INCOME PER SHARE (continued)

The following chart provides a reconciliation of information used in calculating the per-share amounts for the fiscal years ended March 29, 2026 and March 30, 2025, respectively:

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Net income per share:

Anti-dilutive share-based awards

Nathan ’ s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 30, 2025 and March 31, 2024

There were no anti-dilutive share-based awards for the fiscal years ended March 29, 2026 and March 30, 2025.

NOTE D - ACCOUNTS AND OTHER RECEIVABLES, NET

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Accounts that are outstanding longer than the contractual payment terms are generally considered past due.

An allowance for credit losses is determined by pooling the Company’s trade accounts receivable based on similar risk characteristics and delinquency status under an aging method at the measurement date.

The Company considers both qualitative and quantitative information when developing the estimate including assessments of collectability based on historical trends, the financial condition of the Company’s franchisees, licensees and Branded Product Program customers, including any known or anticipated bankruptcies, and an evaluation of current economic conditions, as well as the Company’s expectations of conditions in the future.

The Company provides for expected credit losses through a charge to earnings.

After the Company has used reasonable collection efforts, it writes off accounts receivable through a charge to the allowance for credit losses.

Nathan’s Famous, Inc.

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NOTE D - ACCOUNTS AND OTHER RECEIVABLES, NET (continued)

The Company provides for expected credit losses through a charge to earnings.

After the Company has used reasonable collection efforts, it writes off accounts receivable through a charge to the allowance for credit losses.

Changes in the Company’s allowance for credit losses for the fiscal years ended March 29, 2026 and March 30, 2025 are as follows:

Beginning balance

Cumulative effect of adoption of ASU 2016-13

Provision for expected credit losses

Write offs and other

Write offs and recoveries

Ending balance

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Total prepaid expenses and other current assets

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE F - PROPERTY AND EQUIPMENT, NET

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Property and equipment, net

Nathan ’ s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 30, 2025 and March 31, 2024

NOTE F - PROPERTY AND EQUIPMENT, NET (continued)

Depreciation and amortization expense related to property and equipment was $ 751 and $ 784 for each of the fiscal years ended March 29, 2026 and March 30, 2025, respectively.

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Total accrued expenses and other current liabilities

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE H – INCOME TAXES

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, ” which requires public business entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid.

The Company adopted ASU 2023-09 on a retrospective basis for the years ended March 29, 2026 and March 30, 2025 for comparability and consistency purposes.

The income tax provision consists of the following for the fiscal years ended March 29, 2026 and March 30, 2025:

4 unchanged sentences

The income tax provisions for the fiscal years ended March 29, 2026 and March 30, 2025 reflect effective tax rates of 28.9 % and 26.7 %, respectively.

Nathan ’ s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 30, 2025 and March 31, 2024

NOTE H – INCOME TAXES (continued)

The total income tax provision for the fiscal years ended March 29, 2026 and March 30, 2025 differs from the amounts computed by applying the United States Federal income tax rate of 21 % to income before income taxes as a result of the following:

3 unchanged sentences

Federal income tax benefit

Effect of cross-border tax laws

Foreign derived intangible income

Nontaxable and nondeductible items

Executive compensation

Change in uncertain tax positions, net

Nondeductible meals and entertainment and other

Nondeductible executive compensation

Other adjustments

Total provision for income taxes

For the fiscal years ended March 29, 2026 and March 30, 2025, state and local income taxes in New York, New Jersey and California comprised the majority (greater than 50%) of the tax effect in the state and local income taxes, net of federal income tax effect category.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE H – INCOME TAXES (continued)

The income taxes paid (net of refunds) by jurisdictions are set forth below:

State and local

Total income taxes paid, net

New York State (including MTA & NYC)

No individual state jurisdiction equaled or exceeded 5% of total income taxes paid (net of refunds) for the fiscal year ended March 29, 2026.

New York State, which includes MTA & NYC, exceeded the 5% threshold for the fiscal year ended March 30, 2025.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

30 unchanged sentences

During the fiscal year ending March 28, 2027, we believe it is reasonably possible the amount of unrecognized tax benefits, excluding the related accrued interest and penalties, could be reduced by up to $ 50 , due primarily to the lapse of statutes of limitations which would favorably impact Nathan’s effective tax rate, although no assurances can be given in this regard.

On August 16, 2022 the United States enacted the Inflation Reduction Act.

Among other provisions, this law imposes a 1% excise tax on stock buybacks made after December 31, 2022, with certain exceptions including stock repurchases of less than $1,000 within a tax year.

We do not expect this law to have a material impact on our consolidated financial statements.

The American Rescue Plan Act (“ARPA”), among other things, includes provisions to expand the IRC Section 162(m) disallowance for deduction of certain compensation paid by publicly held corporations.

7 unchanged sentences

NOTE H – INCOME TAXES (continued)

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, and the business interest expense limitation.

The OBBBA did not have a material impact to our provision for income taxes on our consolidated financial statements for the fiscal year ending March 29, 2026.

The earliest tax years that are subject to examination by taxing authorities by major jurisdictions are as follows:

10 unchanged sentences

Branded Product Program – This segment derives revenue principally from the sale of hot dog products either directly to foodservice operators or to various foodservice distributors who resell the products to foodservice operators.

Product licensing – This segment derives revenue, primarily in the form of royalties, from licensing a broad variety of Nathan’s Famous branded products, including our hot dogs, frozen crinkle-cut French fries and additional products through retail supermarkets, grocery channels and club stores throughout the United States.

Nathan’s Famous, Inc.

4 unchanged sentences

NOTE I – SEGMENT INFORMATION (continued)

Restaurant operations – This segment derives revenue from the sale of our products at Company-owned restaurants and earns fees and royalties from its franchised restaurants, including its virtual kitchens.

13 unchanged sentences

Interest expense

Loss on debt extinguishment

Interest and dividend income

33 unchanged sentences

Long-term debt consists of the following:

6.625 % Senior Secured Notes due 2025

SOFR Term Loan Borrowings with an effective interest rate of 5.825 %

SOFR Term Loan Borrowings with an effective interest rate of 5.175 % and 5.825 % at March 29, 2026 and March 30, 2025, respectively

unamortized debt issuance costs

19 unchanged sentences

As of March 29, 2026, there were no outstanding borrowings under the Revolving Loan.

In connection with the refinancing, the Company recorded a loss on extinguishment of debt of $ 334 that reflected the write-off of the remainder of the debt issuance costs on the 2025 Notes.

In connection with the refinancing, the Company recorded a loss on extinguishment of debt of $ 334 in fiscal 2025 that reflected the write-off of the remainder of the debt issuance costs on the 2025 Notes.

Additionally, in connection with the refinancing, the Company incurred $ 431 of debt issuance costs on the Term Loan borrowings that were capitalized and will be amortized over the term of the Credit Agreement.

During fiscal 2025, the Company made a voluntary prepayment of $ 8,000 of its Term Loan borrowings and incurred a loss on debt extinguishment of $ 55 related to the write off of a portion of previously recorded debt issuance costs on the Term Loan borrowings.

Term Loan and Revolving Loan borrowings under the Credit Agreement will bear interest at a rate per annum, at the Company’s option, of (a) for Base Rate Loans, the Base Rate plus the Applicable Rate of 0.00 % or (b) for Term SOFR Loans, Term SOFR plus the Applicable Rate of 1.40 % for one (1), three (3) or six (6) month periods, as selected by the Company in its Loan Notice.

The Company will be subject to a commitment fee of 0.20 % per annum on the daily amount of the undrawn portion of the Revolving Committed Amount.

The Company is subject to a commitment fee of 0.20 % per annum on the daily amount of the undrawn portion of the Revolving Committed Amount.

The interest rate on the Term Loan borrowings at March 29, 2026 was 5.175 %.

1 unchanged sentence

The Company was in compliance with the covenants of the Credit Agreement at March 29, 2026.

The outstanding Term Loan borrowings under the Credit Agreement are payable quarterly in equal installments of 1.0 % of the original principal amount of the Term Loan, or $ 600 , beginning September 30, 2024, with the balance payable on the final maturity date.

The Company made mandatory principal repayments on the Term Loan of $ 1,200 during fiscal 2025.

Nathan’s Famous, Inc.

4 unchanged sentences

NOTE J – LONG-TERM DEBT (continued)

The outstanding Term Loan borrowings under the Credit Agreement are payable quarterly in equal installments of 1.0 % of the original principal amount of the Term Loan, or $ 600 , which began on September 30, 2024, with the balance payable on the final maturity date.

The Company made mandatory principal repayments on the Term Loan of $ 2,400 during fiscal 2026 and $ 1,200 during fiscal 2025.

Subsequent to the year ending March 29, 2026, on March 31, 2026, the Company paid its next quarterly mandatory debt principal repayment of $ 600 .

The outstanding Term Loan borrowings and the Revolving Loan borrowings under the Credit Agreement are voluntarily prepayable by the Company without penalty or premium, provided, that each of the following shall require a mandatory prepayment of outstanding Term Loan borrowings and Revolving Loan borrowings by the Company as follows:

(i) 100 % of any Net Cash Proceeds in excess of $ 2,000 individually or in the aggregate over the term of the Credit Agreement in respect of any Extraordinary Receipt provided that the Company shall be permitted to reinvest such Net Cash Proceeds in accordance with the Credit Agreement, (ii) 100 % of any Net Cash Proceeds of an Equity Issuance, (iii) 100 % of any Net Cash Proceeds from a Debt Issuance and (iv) 100 % of any Net Cash Proceeds from the Disposition of certain assets individually, or in the aggregate, in excess of $ 2,000 in any fiscal year provided that the Company shall be permitted to reinvest such Net Cash Proceeds in accordance with the Credit Agreement.

On October 10, 2024, the Company made a voluntary principal prepayment of $ 8,000 of its Term Loan borrowings and incurred a loss on debt extinguishment of $ 55 related to the write-off of a portion of previously recorded debt issuance costs on the Term Loan borrowings.

The Company’s obligations under the Credit Agreement are fully and unconditionally guaranteed by all of the Company’s wholly-owned subsidiaries.

1 unchanged sentence

Such an Event of Default entitles the Lenders to, among other things, cause all outstanding debt obligations under the Credit Agreement to become immediately due and payable.

The Company had $ 80,000 principal amount of 6.625 % Senior Secured Notes outstanding at March 26, 2023 due November 1, 2025.

During fiscal 2024, the Company completed the partial redemption of $ 20,000 of the 2025 Notes by paying cash of $ 20,177 , inclusive of accrued interest of $ 177 , and recognized a loss on early extinguishment of $ 169 that reflected the write-off of a portion of previously recorded debt issuance costs.

NOTE K – LEASES

The Company is party as lessee to various leases for its Company-owned restaurants and lessee/sublessor to one franchised location property, including land and buildings, as well as leases for its corporate office and certain office equipment.

As previously announced, on January 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Smithfield Foods, Inc., a Virginia corporation (“Buyer”) 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 (“DGCL”), Merger Sub shall merge with and into the Company (the “Merger,” and the effective time of the Merger, the “Effective Time”).

Pursuant to the Merger Agreement, the Buyer at the Effective Time shall pay all outstanding obligations under the Credit Facility.

Nathan’s Famous, Inc.

3 unchanged sentences

March 29, 2026 and March 30, 2025

NOTE K – LEASES (continued)

NOTE K – LEASES

The Company is party as lessee to various leases for land, buildings and certain office equipment for its Company-owned restaurants and corporate office.

The Company previously leased and subleased one property;

this arrangement was terminated on November 4, 2025.

In connection with the termination, the Company received $ 84 in settlement income which is included in Other income, net, on the Consolidated Statement of Earnings.

Company as lessee

35 unchanged sentences

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

The Company paid dividends on common stock of $ 2.00 per share during each of the fiscal years ended March 30, 2025 and March 31, 2024.

Effective June 10, 2025, the Board declared its first quarterly cash dividend of $ 0.50 per share for fiscal year 2026, which is payable on July 1, 2025 to stockholders of record as of the close of business on June 23, 2025.

Our ability to pay future dividends is limited by the terms of our Credit Agreement.

In addition to the terms of our Credit Agreement, the declaration and payment of any cash dividends in the future are subject to final determination of the Board and will be dependent upon our earnings and financial requirements.

On July 1, 2025, September 5, 2025, December 5, 2025 and February 27, 2026, the Company paid quarterly dividends of $ 0.50 per share.

Additionally, the Company paid a special cash dividend of $ 2.50 per share on December 5, 2025.

For the year ending March 29, 2026, the Company paid dividends aggregating $ 18,403 .

Our ability to pay future dividends is limited by the terms of our Merger Agreement (as defined in NOTE N – MERGER).

Pursuant to the Merger Agreement, the Company is permitted to declare and pay two regular quarterly cash dividends each in the amount of $ 0.50 per share of the Company’s common stock during the period pending the closing of the proposed transaction with Smithfield Foods, Inc.

Effective June 9 , 2026, as permitted under the Merger Agreement, the Board declared its first quarterly cash dividend of $ 0.50 per share for fiscal year 2027, which is payable on June 30, 2026 to stockholders of record as of the close of business on June 22, 2026.

Stock Incentive Plan

8 unchanged sentences

As of March 29, 2026, there were up to 38,584 shares available to be issued for future option grants or up to 134,808 shares of restricted stock to be granted under the 2019 Plan.

In general, options granted under the Company’s stock incentive plans have terms of five or ten years and vest over periods of between three and five years.

The Company has historically issued new shares of common stock for options that have been exercised and used the Black-Scholes option valuation model to determine the fair value of options granted at the grant date.

Nathan’s Famous, Inc.

4 unchanged sentences

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

In general, options granted under the Company’s stock incentive plans have terms of five or ten years and vest over periods of between three and five years.

Share-based compensation:

6 unchanged sentences

Stock options:

During the fiscal year ended March 29, 2026, there were no new options granted.

During the fiscal year ended March 30, 2025, the Company granted options to purchase 110,000 shares at an exercise price of $ 74.47 per share, all of which expire five years from the date of grant.

All such options vest ratable over a four -year period commencing August 19, 2024.

During the fiscal year ended March 31, 2024, the Company granted options to purchase 10,000 shares at an exercise price of $ 78.00 per share, all of which expire five years from the date of grant.

All such options vest ratably over a four year period commencing August 11, 2023.

The weighted average option fair values, as determined using the Black-Scholes option valuation model, and the assumptions used to estimate these values for stock options granted during the fiscal years ended March 30, 2025 and March 31, 2024 were as follows:

Weighted-average option fair values

Expected life (years)

Interest rate

Dividend yield

Nathan’s Famous, Inc.

4 unchanged sentences

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

Weighted-average option fair values

Expected life (years)

Interest rate

Dividend yield

The expected dividend yield is based on historical and projected dividend yields.

8 unchanged sentences

Options exercisable - end of year

March 31, 2024

Options outstanding – beginning of year

Options outstanding - end of year

Options exercisable - end of year

Nathan’s Famous, Inc.

4 unchanged sentences

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

March 30, 2025

Options outstanding – beginning of year

Options outstanding - end of year

Options exercisable - end of year

Restricted stock units:

6 unchanged sentences

Unvested restricted stock units – end of year

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

The aggregate fair value of restricted stock units vested for the fiscal years ended March 29, 2026 and March 30, 2025 was $ 899 and $ 856 , respectively.

7 unchanged sentences

There is no set time limit on the repurchases.

Nathan ’ s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 30, 2025 and March 31, 2024

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

Employment Agreements

16 unchanged sentences

Lorber is subject to certain confidentiality, non-solicitation and non-competition provisions in favor of the Company.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

In the event that Mr.

6 unchanged sentences

Lorber with a tax gross-up payment to cover any excise tax due.

Nathan ’ s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 30, 2025 and March 31, 2024

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

In the event of termination due to Mr.

11 unchanged sentences

Each employment agreement terminates upon death or voluntary termination by the respective employee or may be terminated by the Company on up to 30-days’ prior written notice by the Company in the event of disability or “cause,” as defined in each agreement.

Defined Contribution and Union Pension Plans

The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code covering all nonunion employees over age 21, who have been employed by the Company for at least one year.

Employees may contribute to the plan, on a tax-deferred basis, up to 20 % of their total annual salary.

Historically, the Company has matched contributions at a rate of $.25 per dollar contributed by the employee on up to a maximum of 3 % of the employee’s total annual salary.

Employer contributions for the fiscal years ended March 30, 2025 and March 31, 2024 were $ 34 and $ 38 and are included in general and administrative expenses on the Consolidated Statements of Earnings.

Nathan’s Famous, Inc.

4 unchanged sentences

NOTE L – STOCKHOLDERS ’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS (continued)

Defined Contribution and Union Pension Plans

Employees may contribute to the plan, on a tax-deferred basis, up to 20 % of their total annual salary.

Historically, the Company has matched contributions at a rate of $ .25 per dollar contributed by the employee on up to a maximum of 3 % of the employee’s total annual salary.

Employer contributions for each of the fiscal years ended March 29, 2026 and March 30, 2025 were $ 34 and are included in general and administrative expenses on the Consolidated Statements of Earnings.

The Company participates in a noncontributory, multi-employer, defined benefit pension plan (the “Union Plan”) covering substantially all of the Company’s union-represented employees.

10 unchanged sentences

The Company does not provide medical benefits to retirees.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE M – COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

An unfavorable ruling could include money damages and, in such event, could result in a material adverse impact on the Company’s results of operations for the period in which the ruling occurs.

NOTE N - RELATED PARTY TRANSACTIONS

A firm to which the Company’s Executive Chairman of the Board is as an investor, and the firm’s affiliates, received ordinary and customary insurance commissions aggregating approximately $ 11 for the fiscal year ended March 31, 2024.

Service Provider Agreement

The Company engaged a financial advisor in connection with the Merger Agreement as defined and disclosed in NOTE N – MERGER to assist the Company and to provide certain advisory services.

In connection with this arrangement, the Company may be required to pay such financial advisor certain contingent fees related to their services to the extent that certain conditions are met.

The contingent fees related to this arrangement are based on (i) a fixed fee that was due and paid upon the delivery of a fairness opinion in January 2026 and (ii) a percentage fee based upon the aggregate transaction value net of the fixed fee in (i) above payable upon the closing of the transaction contemplated by the Merger Agreement.

NOTE N – MERGER

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

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 will cease to be publicly traded.

Nathan’s Famous, Inc.

3 unchanged sentences

March 29, 2026 and March 30, 2025

NOTE N – MERGER (continued)

At the Effective Time, as a result of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of any of the following securities:

(i) each share of common stock of the Company, par value $ 0.01 per share (“Company Shares”), issued and outstanding immediately prior to the Effective Time, other than shares to be cancelled in accordance with the terms of the Merger Agreement and shares owned by holders that have exercised their appraisal rights under the DGCL, shall be converted into the right to receive cash in an amount equal to $ 102.00 without interest (the “Per Share Merger Consideration”), less any applicable withholding tax, payable to the holder in accordance with the terms of the Merger Agreement, (ii) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid, non-assessable share of common stock, par value $ 0.01 per share, of the Surviving Corporation, and (iii) any Company Shares owned or held in treasury by the Company and any Company Shares owned by Buyer, Merger Sub or any of their respective affiliates immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist and no consideration shall be delivered in exchange for such cancellation or retirement.

From and after the Effective Time, all Company Shares converted into the right to receive the Per Share Merger Consideration shall no longer be issued and outstanding and shall automatically be cancelled and cease to exist.

Immediately prior to the Effective Time, (i) each option to purchase Company Shares outstanding under a Company Stock Plan (each a “Company Stock Option”), whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the Effective Time, shall be automatically converted into the right to receive from Buyer or the Surviving Corporation an amount in cash (subject to applicable withholding taxes) equal to the product obtained by multiplying (A) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Stock Option, by (B) the aggregate number of Company Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time and (ii) each restricted stock unit of the Company granted and outstanding pursuant to a Company Stock Plan (each a “Company RSU”) shall be deemed to have been earned and become fully vested (in the case of any performance based award, with the applicable performance metrics at the target level), shall be canceled and extinguished as of the Effective Time and, in exchange, each former holder of any such Company RSU shall have the right to receive from Buyer or the Surviving Corporation an amount in cash equal to the product obtained by multiplying (A) the number of Company Shares subject to such Company RSU by (B) the Per Share Merger Consideration (such amount, the “RSU Award Payment”).

Any dividend equivalents earned prior to the Effective Time will be paid in cash as soon as administratively practicable following settlement of the Company RSUs.

From and after the Effective Time, each Company RSU shall no longer represent the right to receive Company Shares by the former holder thereof, but shall only entitle such holder to the payment of the RSU Award Payment.

The Compensation Committee of the Company Board will adopt resolutions to provide that all Company Stock Options and Company RSUs shall terminate conditioned upon, and effective immediately prior to, the Effective Time and the holders thereof will be entitled only to the amount, if any, specified herein in respect thereof.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE N – MERGER (continued)

The Company has also agreed not to, among other things, (i) solicit, initiate, knowingly encourage or knowingly facilitate any alternative competing transaction, (ii) participate in any discussions or negotiations with any third party with respect to any alternative competing transaction, (iii) approve or recommend any alternative competing transaction, (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement relating to an alternative competing transaction or (v) propose or agree to do any of the foregoing.

Notwithstanding the foregoing customary “no-shop” restrictions, if prior to obtaining the Company Stockholder Approval (as defined in the Merger Agreement) the Company receives an unsolicited written Acquisition Proposal (as defined in the Merger Agreement) from a third party and the Company Board determines in good faith that (x) such Acquisition Proposal constitutes or could be reasonably expected to result in a Superior Proposal (as defined in the Merger Agreement) and (y) the failure to take the actions set forth in clauses (i) and (ii) of this paragraph would be inconsistent with its fiduciary duties under law, the Company may, in response to such Acquisition Proposal, (i) furnish Company information and access to the third party making such Acquisition Proposal and (ii) participate in discussions or negotiations with such third party with respect to such Acquisition Proposal, or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations.

The consummation of the Merger is subject to certain closing conditions, including but not limited to (a) receipt of the Company Stockholder Approval, (b) that no law or governmental order prohibits, restrains, enjoins or makes illegal the consummation of the Merger, (c) that any waiting period (and any extension thereof) applicable to the Merger and the other transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have terminated or expired and (d) that the parties have obtained CFIUS Clearance (as defined in the Merger Agreement) for the Merger.

Each of Buyer’s, Merger Sub’s, and the Company’s obligation to consummate the Merger is also subject to certain additional conditions, including (i) subject to certain materiality standards, the accuracy of the representations and warranties of the other party or parties, (ii) performance in all material respects by the other party or parties of its or their obligations under the Merger Agreement and (iii) with respect to Buyer’s and Merger Sub’s obligations to consummate the Merger, the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) with respect to the Company.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE N – MERGER (continued)

The Merger Agreement also contains certain termination provisions for the Company and Buyer, including the right of the Company, in certain circumstances, to terminate the Merger Agreement and accept a Superior Proposal.

The Company will be required to pay Buyer a termination fee in cash equal to $ 10,581,814 if the Merger Agreement is terminated (a) by Buyer because the Company Board changed its recommendation of the Merger, (b) by Buyer or the Company if the approval of the Company’s stockholders is not obtained at the Stockholders’ Meeting and the Company Board previously changed its recommendation of the Merger or (c) (i) by Buyer or the Company following June 22, 2026, subject to extension to October 20, 2026 in accordance with the Merger Agreement (the “End Date”), (ii) by Buyer or the Company because of failure to obtain the approval of the stockholders at the Stockholders’ Meeting or (iii) by Buyer because of certain breaches of the Merger Agreement by the Company, only if, in the case of clauses (i) to (iii), an Acquisition Proposal has been made publicly and within nine (9) months of the termination date the Company consummates or enters into a definitive agreement for an Acquisition Proposal.

Upon the election of the Company, the Company and Smithfield Packaged Meats Corp., an affiliate of Buyer (“SPMC”), will enter into an amendment to the licensing and supply letter agreement, dated as of December 5, 2012 (the “Licensing Agreement”), by and between Nathan’s Famous Systems, Inc., a subsidiary of the Company, and SPMC, which will extend the term of the Licensing Agreement for an additional four years to March 2, 2036 from the current expiration date of March 2, 2032, and Buyer will be required to pay the Company a termination fee in cash equal to $ 7,407,270 if the Merger Agreement is terminated (a) because of a CFIUS Turndown (as defined in the Merger Agreement) and the Company is not in material breach of the Merger Agreement at the time of termination or (b) following the End Date if, at such time, (i) a government order or other government action would have prevented the consummation of the Merger (solely as it relates to CFIUS) or the parties have not received CFIUS Clearance, (ii) certain other closing conditions have been satisfied, (iii) the Company's breach of the provisions of the Merger Agreement to obtain certain consents and approvals is not the primary cause of a government order or other government action that would prevent the consummation of the Merger and (iv) the Company is not in material breach of the Merger Agreement at the time of termination.

On January 20, 2026, the Company entered into letter agreements (each a “Retention Agreement”) with each of Eric Gatoff, Chief Executive Officer of the Company and Robert Steinberg, the Chief Financial Officer of the Company.

Under the Retention Agreements, each such individual is entitled to a cash retention bonus payment if (1) such individual is actively employed by the Company or a subsidiary as of closing under the Merger Agreement and has not given notice of his intent to resign or (2) the individual is terminated by the Company for any reason and closing under the Merger Agreement later occurs.

The retention bonus payment amount is $ 3,250,000 for Mr.

Gatoff and $ 1,050,000 for Mr.

As consideration for the retention bonus payment, Mr.

Gatoff agreed to non-competition provisions that apply for one (1) year following the termination of his employment by the Company for any reason.

Nathan’s Famous, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

March 29, 2026 and March 30, 2025

NOTE N – MERGER (continued)

The Company incurred approximately $ 3,210 in legal, accounting and advisory fees in connection with the proposed Merger during the fiscal year ended March 29, 2026, included within “General and administrative expenses” on the Consolidated Statement of Earnings.

Additional information regarding the Merger Agreement and the proposed Merger is included in the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2026.

NOTE O – SUBSEQUENT EVENTS

3 unchanged sentences

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 9A. Controls and Procedures