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Item 1. Financial Statements

2026-08-07 compared with 2026-02-05 · 138 added, 227 removed, 383 unchanged (49% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

December 28, 2025 and March 30, 2025

June 28, 2026 and March 29, 2026

(in thousands, except share and per share amounts)

June 28, 2026

March 29, 2026

CURRENT ASSETS

25 unchanged sentences

9,387,176 and 9,383,920 shares issued;

and 4,094,405 and 4,089,510 shares outstanding at December 28, 2025 and March 30, 2025, respectively

and 4,097,661 and 4,094,405 shares outstanding at June 28, 2026 and March 29, 2026, respectively

Additional paid-in capital

1 unchanged sentence

Stockholders’ equity before treasury stock

Treasury stock, at cost, 5,289,515 shares at December 28, 2025 and March 30, 2025, respectively

Treasury stock, at cost, 5,289,515 shares at June 28, 2026 and March 29, 2026

Total stockholders’ deficit

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

Thirteen and Thirty-nine weeks ended December 28, 2025 and December 29, 2024

Thirteen weeks ended June 28, 2026 and June 29, 2025

(in thousands, except per share amounts)

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

Branded Products

13 unchanged sentences

Interest expense

Loss on debt extinguishment (Note P)

Interest and dividend income

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

Thirteen weeks ended December 28, 2025 and December 29, 2024

(in thousands, except share and per share amounts)

Treasury Stock, at Cost

Stockholders’

Balance, September 28, 2025

Shares issued in connection with share-based compensation plans

Withholding tax on net share settlement of share-based compensation plans

Dividends on common stock ($ 3.00 per share)

Share-based compensation

Balance, December 28, 2025

Treasury Stock, at Cost

Stockholders’

Balance, September 29, 2024

Shares issued in connection with share-based compensation plans

Withholding tax on net share settlement of share-based compensation plans

Dividends on common stock ($ 0.50 per share)

Share-based compensation

Balance, December 29, 2024

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Nathan ’ s Famous, Inc.

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

Thirty-nine weeks ended December 28, 2025 and December 29, 2024

Thirteen weeks ended June 28, 2026 and June 29, 2025

(in thousands, except share and per share amounts)

3 unchanged sentences

Shares issued in connection with share-based compensation plans

Withholding tax on net share settlement of share-based compensation plans

Dividends on common stock ($ 0.50 per share)

Share-based compensation

Balance, December 28, 2025

Retained Earnings

Balance, June 28, 2026

Treasury Stock, at Cost

1 unchanged sentence

Balance, March 30, 2025

Shares issued in connection with share-based compensation plans

Withholding tax on net share settlement of share-based compensation plans

Dividends on common stock ($ 0.50 per share)

Share-based compensation

Balance, December 29, 2024

Balance, June 29, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Thirty-nine weeks ended December 28, 2025 and December 29, 2024

(in thousands)

Thirteen weeks ended June 28, 2026 and June 29, 2025

(in thousands, except per share amounts)

June 28, 2026

June 29, 2025

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Loss on debt extinguishment

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

10 unchanged sentences

Other liabilities

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

2 unchanged sentences

Cash flows from financing activities:

Proceeds from Credit Facility

Repayment of Senior Secured Notes

Repayment of Credit Facility

Debt issuance costs

Dividends paid to stockholders

Payments of withholding tax on net share settlement of share-based compensation plans

Net cash used in financing activities

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

1 unchanged sentence

Cash paid during the period for:

See Note S for supplemental cash flow information.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 28, 2025

June 28, 2026

(in thousands, except share and per share amounts)

1 unchanged sentence

The accompanying condensed consolidated financial statements of Nathan's Famous, Inc.

and subsidiaries (collectively “Nathan’s,” the “Company,” “we,” “us” or “our”) as of and for the thirteen and thirty-nine week periods ended December 28, 2025 and December 29, 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

and subsidiaries (collectively “Nathan’s,” the “Company,” “we,” “us” or “our”) as of and for the thirteen week periods ended June 28, 2026 and June 29, 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of financial condition, results of operations and cash flows for the periods presented.

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A summary of the Company’s significant accounting policies is identified in Note B of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2026.

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 T – MERGER for additional information.

NOTE B – NEW ACCOUNTING STANDARDS NOT YET ADOPTED

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

Improvements to Income Tax Disclosures ” , which updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation table and disaggregation of income taxes paid, net of refunds, by jurisdiction.

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.

The adoption of ASU 2023-09 is expected to impact disclosures only and not have an impact on our consolidated financial statements.

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

Disaggregation of Income Statement Expenses ”, which requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the statement of earnings.

Additionally, in January 2025, the FASB issued ASU 2025-01, “ Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40):

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

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):

8 unchanged sentences

NOTE C – REVENUES

The Company’s disaggregated revenues for the thirteen and thirty-nine weeks ended December 28, 2025 and December 29, 2024 are as follows (in thousands):

The Company’s disaggregated revenues for the thirteen weeks ended June 28, 2026 and June 29, 2025 are as follows (in thousands):

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

Branded Products

7 unchanged sentences

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

United States

3 unchanged sentences

The following table provides information about contract liabilities from contracts with customers (in thousands):

December 28, 2025

June 28, 2026

March 29, 2026

Deferred franchise fees (a)

Deferred revenues, which are included in

“Accrued expenses and other current liabilities” (b)

Deferred franchise fees of $ 216 and $ 557 as of December 28, 2025 and $ 309 and $ 697 as of March 30, 2025 are included in Deferred franchise fees – current and long term, respectively.

Includes $ 250 of deferred advertising fund revenue as of December 28, 2025 and $ 892 of deferred license royalties and $ 500 of deferred advertising fund revenue as of March 30, 2025.

Deferred revenues, which are included in “Accrued expenses and other current liabilities” (b)

Deferred franchise fees of $ 179 and 496 as of June 28, 2026 and $ 192 and $ 509 as of March 29, 2026 are included in Deferred franchise fees – current and long term, respectively.

Includes $ 358 of deferred license royalties and $ 250 of deferred advertising fund revenue as of June 28, 2026 and $ 815 of deferred license royalties and $ 500 of deferred advertising fund revenue as of March 29, 2026.

Significant changes in deferred franchise fees are as follows (in thousands):

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

Thirteen weeks ended

June 28, 2026

June 29, 2025

Deferred franchise fees at beginning of period

3 unchanged sentences

Significant changes in deferred revenues are as follows (in thousands):

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

Thirteen weeks ended

June 28, 2026

June 29, 2025

Deferred revenues at beginning of period

6 unchanged sentences

Represents franchise fees expected to be recognized for the remainder of the 2027 fiscal year, which includes international development fees expected to be recognized over the duration of one year or less.

Amount does not include $ 327 of franchise fee revenue recognized for the thirty-nine weeks ended December 28, 2025.

We have applied the optional exemption, as provided for under ASC Topic 606 “ Revenues from Contracts with Customers ,” which allows us to not disclose the transaction price allocated to unsatisfied performance obligations when the transaction price is a sales-based royalty.

Amount does not include $ 54 of franchise fee revenue recognized for the thirteen weeks ended June 28, 2026.

We have applied the optional exemption, as provided for under Topic 606 “ Revenues from Contracts with Customers, ” which allows us to not disclose the transaction price allocated to unsatisfied performance obligations when the transaction price is a sales-based royalty.

NOTE D – INCOME PER SHARE

2 unchanged sentences

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.

The following chart provides a reconciliation of information used in calculating the per-share amounts for the thirteen and thirty-nine week periods ended December 28, 2025 and December 29, 2024, respectively.

Thirteen weeks ended

Thirty-nine weeks ended

The following chart provides a reconciliation of information used in calculating the per-share amounts for the thirteen week periods ended June 28, 2026 and June 29, 2025, respectively (in thousands, except share and per share amounts):

June 28, 2026

June 29, 2025

Common Stock:

3 unchanged sentences

Net income per share:

Anti-dilutive share-based awards

There were no anti-dilutive share-based awards for the thirteen week periods ended June 28, 2026 and June 29, 2025.

NOTE E – CASH AND CASH EQUIVALENTS

1 unchanged sentence

The Company considers money market accounts and money market funds to be cash equivalents.

Cash equivalents were $ 16,280 and $ 19,400 at December 28, 2025 and March 30, 2025, respectively.

At December 28, 2025 and March 30, 2025, substantially all of the Company’s cash balances are in excess of insurance limits of the Federal Deposit Insurance Corporation or the FDIC.

Cash equivalents were $ 17,087 and $ 17,703 at June 28, 2026 and March 29, 2026, respectively.

At June 28, 2026 and March 29, 2026, substantially all of the Company’s cash balances are in excess of insurance limits of the Federal Deposit Insurance Corporation, or the FDIC.

The Company has not experienced any losses in such accounts.

10 unchanged sentences

that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when evidence of impairment exists.

At December 28, 2025, no fair value adjustment or material fair value measurements were required for non-financial assets or liabilities.

At June 28, 2026, no fair value adjustment or material fair value measurements were required for non-financial assets or liabilities.

NOTE G – ACCOUNTS AND OTHER RECEIVABLES, NET

12 unchanged sentences

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 thirty-nine week period ended December 28, 2025 and the fiscal year ended March 30, 2025 are as follows (in thousands):

Changes in the Company’s allowance for credit losses for the thirteen week period ended June 28, 2026 and the fiscal year ended March 29, 2026 are as follows (in thousands):

Beginning balance

Provision for expected credit losses

Write offs and other

Write offs and recoveries

Ending balance

5 unchanged sentences

The Company’s definite-lived intangible asset consists of trademarks, and the trade name and other intellectual property in connection with its Arthur Treacher’s co-branding agreements.

Based upon 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.

Based upon 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 performs an annual impairment test, or more frequently if events or changes in circumstances indicate that the intangible asset may be impaired.

2 unchanged sentences

Should the estimates and assumptions prove to be incorrect, the Company may be required to record an impairment charge in future periods and such impairment could be material.

There have been no significant events or changes in circumstances during the thirteen and thirty-nine week periods ended December 28, 2025 that would indicate that the carrying amount of the Company’s intangible asset may be impaired as of December 28, 2025.

There have been no significant events or changes in circumstances during the thirteen weeks ended June 28, 2026 that would indicate that the carrying amount of the Company’s intangible asset may be impaired as of June 28, 2026.

NOTE J - LONG LIVED ASSETS

8 unchanged sentences

Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairment charges in future periods and such impairments could be material.

There have been no significant events or changes in circumstances during the thirteen and thirty-nine week periods ended December 28, 2025 that would indicate that the carrying amount of the Company’s long-lived assets may be impaired as of December 28, 2025.

There have been no significant events or changes in circumstances during the thirteen weeks ended June 28, 2026 that would indicate that the carrying amount of the Company’s long-lived assets may be impaired as of June 28, 2026.

NOTE K – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

Dividend payable

Payroll and other benefits

7 unchanged sentences

NOTE L – INCOME TAXES

The effective income tax rates for the thirteen weeks ended December 28, 2025 and December 29, 2024 were 35.0 % and 26.0 %, respectively.

The effective income tax rate for the thirteen weeks ended December 28, 2025 reflected $ 1,664 of income tax expense recorded on $ 4,748 of pre-tax income.

The effective income tax rate for the thirteen weeks ended December 29, 2024 reflected $ 1,575 of income tax expense recorded on $ 6,059 of pre-tax income.

The effective income tax rates for the thirty-nine weeks ended December 28, 2025 and December 29, 2024 were 28.4 % and 26.5 %, respectively.

The effective income tax rate for the thirty-nine weeks ended December 28, 2025 reflected $ 6,815 of income tax expense recorded on $ 24,026 of pre-tax income.

The effective income tax rate for the thirty-nine weeks ended December 29, 2024 reflected $ 7,151 of income tax expense recorded on $ 26,942 of pre-tax income.

The effective income tax rates for the thirteen weeks ended June 28, 2026 and June 29, 2025 were 27.4 % and 27.2 %, respectively.

The effective income tax rate for the thirteen weeks ended June 28, 2026 reflected $ 3,334 of income tax expense recorded on $ 12,163 of pre-tax income.

The effective income tax rate for the thirteen weeks ended June 29, 2025 reflected $ 3,329 of income tax expense recorded on $ 12,257 of pre-tax income.

The effective tax rates are higher than the United States Federal statutory rates primarily due to state and local taxes, as well as non-deductible compensation under the Internal Revenue Code Section 162(m).

The effective income tax rates for the thirteen and thirty-nine weeks ended December 28, 2025 included unfavorable discrete tax adjustments of 5.3 % and 1.0 %, respectively, for non-deductible transaction costs.

The amount of unrecognized tax benefits included in Other liabilities at December 28, 2025 and March 30, 2025 was $ 491 and $ 532 , respectively, all of which would impact the Company’s effective tax rate, if recognized.

As of December 28, 2025 and March 30, 2025, the Company had approximately $ 438 and $ 395 , respectively, of accrued interest and penalties in connection with unrecognized tax benefits.

The effective income tax rate for the thirteen weeks ended June 28, 2026 included an unfavorable discrete tax adjustment of 0.6 % for non-deductible transaction costs offset, in part, by a favorable discrete tax adjustment of 0.4 % for stock compensation activity.

The amount of unrecognized tax benefits included in Other liabilities at June 28, 2026 and March 29, 2026 was $ 375 and $ 362 , respectively, all of which would impact the Company’s effective rate, if recognized.

As of June 28, 2026 and March 29, 2026, the Company had approximately $ 372 and $ 355 , respectively, of accrued interest and penalties in connection with unrecognized tax benefits.

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.

Effective tax years starting after December 31, 2026 (March 29, 2027 for the Company), ARPA expands the limitation to cover the next five most highly compensated employees.

We continue to evaluate the potential impact ARPA may have on our operations and consolidated financial statements in future periods.

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

1 unchanged sentence

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 for the thirteen and thirty-nine weeks ended December 28, 2025.

The OBBBA did not have a material impact to our provision for income taxes for the thirteen weeks ended June 28, 2026.

The Company is continuing to evaluate the full year impact of the OBBBA and, based on our preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the fiscal year ending March 28, 2027.

13 unchanged sentences

Revenues from operating segments are from transactions with unaffiliated third parties and do not include any intersegment revenues.

Interest expense, loss on debt extinguishment and interest and dividend income are managed centrally at the corporate level, and, accordingly, such items are not presented by segment since they are excluded from the measure of profitability reviewed by the CODM.

The following tables summarize segment information and reconcile our segment results to our consolidated results as reported on our Condensed Consolidated Statement of Earnings (in thousands):

Thirteen weeks ended

December 28, 2025

Cost of sales

Segment gross profit

Restaurant operating expenses (2)

Department expenses (3)

Other general and administration expenses (4)

Payroll expense

Depreciation and amortization

Advertising fund expense

Income (loss) from operations

Interest expense

Interest and dividend income

Other income, net

Income (loss) before provision for income taxes

Thirteen weeks ended

December 29, 2024

Cost of sales

Segment gross profit

Restaurant operating expenses (2)

Department expenses (3)

Other general and administration expenses (4)

Payroll expense

Depreciation and amortization

Advertising fund expense

Income (loss) from operations

Interest expense

Loss on debt extinguishment

Interest and dividend income

Other income, net

Income (loss) before provision for income taxes

Thirty-nine weeks ended

December 28, 2025

Interest expense, interest and dividend income, and other income, net are managed centrally at the corporate level, and, accordingly, such items are not presented by segment since they are excluded from the measure of profitability reviewed by the CODM.

The following tables summarize segment information and reconcile our segment results to our consolidated results as reported on our Condensed Consolidated Statements of Earnings (in thousands):

June 28, 2026

Cost of sales

6 unchanged sentences

Advertising fund expense

Income (loss) from operations

Income from operations

Interest expense

1 unchanged sentence

Other income, net

Income (loss) before provision for income taxes

Thirty-nine weeks ended

December 29, 2024

Income before provision for income taxes

June 29, 2025

Cost of sales

6 unchanged sentences

Advertising fund expense

Income (loss) from operations

Income from operations

Interest expense

Loss on debt extinguishment

Interest and dividend income

Other income, net

Income (loss) before provision for income taxes

Income before provision for income taxes

The significant expense categories and amounts align with segment-level information that is regularly provided to the CODM.

3 unchanged sentences

NOTE N – SHARE-BASED COMPENSATION

Total share-based compensation during the thirteen and thirty-nine week periods ended December 28, 2025 and December 29, 2024 was $ 280 and $ 288 , and $ 852 and $ 705 , respectively.

Total share-based compensation is included in general and administrative expenses in our accompanying Condensed Consolidated Statements of Earnings.

As of December 28, 2025, there was $ 2,429 of unamortized compensation expense related to share-based awards.

We expect to recognize this expense over approximately thirty months, which represents the weighted average remaining requisite service periods for such awards.

The Company recognizes compensation cost for unvested share-based awards on a straight-line basis over the requisite service period.

Compensation expense under all share-based awards is as follows (in thousands):

Total share-based compensation expense during the thirteen week periods ended June 28, 2026 and June 29, 2025 was $ 280 and $ 288 , respectively.

Total share-based compensation expense is included in general and administrative expenses in our accompanying Condensed Consolidated Statements of Earnings.

As of June 28, 2026, there was $ 1,869 of unamortized compensation expense related to share-based awards.

We expect to recognize this expense over approximately 24 months, which represents the weighted average remaining requisite service periods for such awards.

The Company recognizes compensation expense for unvested share-based awards on a straight-line basis over the requisite service period.

Compensation expense recognized under all share-based awards is as follows (in thousands):

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

Stock options

Restricted stock units

Total share-based compensation expense

There were no new share-based awards granted during the thirty-nine week period ended December 28, 2025.

Total compensation cost

Stock options:

Transactions with respect to stock options for the thirty-nine weeks ended December 28, 2025 are as follows:

There were no new share-based awards granted during the thirteen week period ended June 28, 2026.

Transactions with respect to stock options for the thirteen weeks ended June 28, 2026 are as follows:

Contractual Life

1 unchanged sentence

Options outstanding at March 29, 2026

Options outstanding at December 28, 2025

Options exercisable at December 28, 2025

Options outstanding at June 28, 2026

Options exercisable at June 28, 2026

Restricted stock units:

Transactions with respect to restricted stock units for the thirty-nine weeks ended December 28, 2025 are as follows:

Transactions with respect to restricted stock units for the thirteen weeks ended June 28, 2026 are as follows:

Unvested restricted stock units at March 29, 2026

Unvested restricted stock units at December 28, 2025

Unvested restricted stock units at June 28, 2026

NOTE O – STOCKHOLDERS’ EQUITY

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

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

Through December 28, 2025, the Company paid dividends aggregating $ 16,358 .

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

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 February 5, 2026, as permitted under the Merger Agreement, the Board of Directors (the “Board”) declared its fourth quarterly cash dividend of $ 0.50 per share for fiscal 2026 payable on February 27, 2026 to stockholders of record as of the close of business on February 17, 2026.

Stock Repurchase Program

Effective June 9, 2026, as permitted under the Merger Agreement, the Board of Directors (the “Board”) declared its regular quarterly cash dividend of $ 0.50 per share for fiscal 2027, which was paid on June 30, 2026 to stockholders of record as of the close of business on June 22, 2026 (the “June 2026 Regular Cash Dividend”).

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.

Stock Repurchase Programs

In 2016, the Board authorized increases to the sixth stock repurchase plan for the purchase of up to 1,200,000 shares of its common stock on behalf of the Company.

As of December 28, 2025, Nathan’s had repurchased 1,101,884 shares at a cost of $ 39,000 under the sixth stock repurchase plan.

At December 28, 2025 there were 98,116 shares remaining to be repurchased pursuant to the sixth stock repurchase plan.

As of June 28, 2026, Nathan’s had repurchased 1,101,884 shares at a cost of $ 39,000 under the sixth stock repurchase plan.

At June 28, 2026 there were 98,116 shares remaining to be repurchased pursuant to the sixth stock repurchase plan.

The plan does not have a set expiration date.

3 unchanged sentences

Long-term debt consists of the following (in thousands):

SOFR Term Loan Borrowings with an effective interest rate of 5.234 % and 5.825 % at December 28, 2025 and March 30, 2025, respectively

June 28, 2026

March 29, 2026

SOFR Term Loan Borrowings with an effective interest rate of 5.152 % and 5.175 % at June 28, 2026 and March 29, 2026, respectively

unamortized debt issuance costs

2 unchanged sentences

Long-term debt, net

The Company’s mandatory debt principal repayments as of December 28, 2025 were as follows (in thousands):

The Company’s mandatory debt principal repayments as of June 28, 2026 were as follows (in thousands):

Remainder of 2027

Total debt repayments through 2030 exceed the total carrying amount of the Company’s debt as of December 28, 2025 because the carrying amount reflects the unamortized portion of debt issuance costs.

Total debt repayments through 2030 exceed the total carrying amount of the Company’s debt as of June 28, 2026 because the carrying amount reflects the unamortized portion of debt issuance costs.

On July 10, 2024 (the “Effective Date”), the Company entered into a five -year unsecured Credit Agreement (the “Credit Agreement”) among the Company, as borrower, direct and indirect subsidiaries of the Company, as guarantors, the lenders from time to time party thereto (the “Lenders”) and Citibank, N.A., as administrative agent, swing line lender, L/C issuer and a Lender (capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement).

2 unchanged sentences

The Credit Agreement matures on July 10, 2029.

The Company borrowed $ 60,000 in Term Loan borrowings on the Effective Date to refinance and redeem its outstanding 6.625 % Senior Secured Notes due 2025.

The Company borrowed $ 60,000 in Term Loan borrowings on the Effective Date to refinance and redeem its outstanding 2025 Notes.

The Company will use any Revolving Loan borrowings under the Credit Agreement for working capital and general corporate purposes.

As of December 28, 2025, 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 in fiscal 2025 that reflected the write-off of the remainder of the debt issuance costs on the Company’s 6.625 % Secured Notes due 2025.

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 the third quarter of 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 cost 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.

As of June 28, 2026, there were no outstanding borrowings under the Revolving Loan.

Term Loan and Revolving Loan borrowings under the Credit Agreement 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 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 December 28, 2025 was 5.234 %.

The interest rate on the Term Loan borrowings at June 28, 2026 was 5.152 %.

The Credit Agreement contains customary affirmative covenants and negative covenants and requires the Company to maintain a Consolidated Fixed Charge Ratio not to exceed 1.20 to 1.00 and a Consolidated Net Leverage Ratio not to exceed 3.00 to 1.00, in each case, as of the end of each fiscal quarter.

The Company was in compliance with the covenants of the Credit Agreement at December 28, 2025.

The Company was in compliance with the covenants of the Credit Agreement at June 28, 2026.

The outstanding Term Loan borrowings under the Credit Agreement are payable in equal quarterly 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 $ 600 during fiscal 2027 and $ 2,400 during fiscal 2026.

Subsequent to the quarter ending December 28, 2025, on December 31, 2025, the Company paid its next quarterly mandatory debt principal repayment of $ 600 .

Subsequent to the quarter ending June 28, 2026, on June 30, 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:

3 unchanged sentences

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.

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”).

As previously announced, on January 20, 2026, the Company entered into the Merger Agreement, by and among the Company, the Buyer and Merger Sub.

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

3 unchanged sentences

this arrangement was terminated on November 4, 2025.

In connection with the termination, the Company received $ 84,000 in settlement income which is included in Other income, net on the Condensed Consolidated Statements of Earnings.

Company as lessee

The components of the net lease cost for the thirteen and thirty-nine week periods ended December 28, 2025 and December 29, 2024 were as follows (in thousands):

The components of the net lease cost for the thirteen week periods ended June 28, 2026 and June 29, 2025 were as follows (in thousands):

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

Operating lease cost

2 unchanged sentences

Total net lease cost

The components of the net lease cost are included in the Condensed Consolidated Statements of Earnings for the thirteen and thirty-nine week periods ended December 28, 2025 and December 29, 2024 as follows (in thousands):

The components of the net lease cost are included in the Condensed Consolidated Statement of Earnings for the thirteen week periods ended June 28, 2026 and June 29, 2025 as follows (in thousands):

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

Restaurant operating expenses

2 unchanged sentences

Total net lease cost

Cash paid for amounts included in the measurement of lease liabilities for the thirteen and thirty-nine week periods ended December 28, 2025 and December 29, 2024 were as follows (in thousands):

Cash paid for amounts included in the measurement of lease liabilities for the thirteen week periods ended June 28, 2026 and June 29, 2025 were as follows (in thousands):

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

Operating cash flows from operating leases

The weighted average remaining lease term and weighted average discount rate for operating leases as of December 28, 2025 were as

The weighted average remaining lease term and weighted average discount rate for operating leases as of June 28, 2026 were as follows:

Weighted average remaining lease term (years):

Weighted average discount rate:

Future lease commitments to be paid and received by the Company as of December 28, 2025 were as follows (in thousands):

Future lease commitments to be paid and received by the Company as of June 28, 2026 were as follows (in thousands):

Operating Leases

3 unchanged sentences

Represents future lease commitments to be paid and received by the Company for the remainder of the 2027 fiscal year.

Amount does not include $ 1,302 of lease commitments paid and received by the Company for the thirty-nine week period ended December 28, 2025.

Amount does not include $ 520 of lease commitments paid and received by the Company for the thirteen week period ended June 28, 2026.

The present value of minimum operating lease payments of $ 1,944 and $ 1,510 are included in “Current portion of operating lease liabilities” and “Long-term portion of operating lease liabilities,” respectively, on the Condensed Consolidated Balance Sheet.

Company as lessor

The components of net lease income for the thirteen and thirty-nine week periods ended December 28, 2025 and December 29, 2024 were as follows (in thousands):

The components of lease income for the thirteen week periods ended June 28, 2026 and June 29, 2025 were as follows (in thousands):

Thirteen weeks ended

Thirty-nine weeks ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

June 28, 2026

June 29, 2025

Operating lease income, net

6 unchanged sentences

Service Provider Agreement

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

The Company engaged a financial advisor in connection with the Merger Agreement as defined and disclosed in NOTE T – 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 the arrangement are based on (i) a fixed fee that is due upon the delivery of a fairness opinion 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.

For the thirteen and thirty-nine weeks ended December 28, 2025, the Company did not record any advisory fee.

NOTE S – SUBSEQUENT EVENTS

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.

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 S – SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash financing activities

Dividends declared but not yet paid of $ 2,048 are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet at June 28, 2026 which were paid on June 30, 2026.

During the thirteen week period ended June 28, 2026, we issued 3,256 shares of common stock upon the exercise of 10,000 stock options by net share settlement.

NOTE T – MERGER

On January 20, 2026, the Company entered into the Merger Agreement, by and among the Company, the Buyer and Merger Sub.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof and in accordance with the DGCL, Merger Sub shall merge with and into the Company.

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 and the Surviving Corporation shall become a wholly owned subsidiary of Buyer.

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

19 unchanged sentences

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

The Company incurred approximately $ 275,000 in legal fees in connection with the proposed Merger during the thirteen weeks ended June 28, 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 U – SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date the condensed consolidated financial statements were issued and filed with the SEC.

There were no subsequent events that required recognition or disclosure.

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-Q

Item 1. Financial Statements