What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-10 compared with 2025-04-09 · 96 added, 80 removed, 498 unchanged (26% of the section changed)

3 unchanged sentences

(Unaudited, dollars in thousands, except share and per share data)

March 1, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Current assets:

37 unchanged sentences

Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued

Common stock, $0.01 par value, 600,000,000 shares authorized, 103,415,302 and 102,515,315 shares issued at March 1, 2025, and August 31, 2024, respectively 1,034 1,025

Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at March 1, 2025, and August 31, 2024, respectively ( 78,451 ) ( 78,451 )

Common stock, $0.01 par value, 600,000,000 shares authorized, 103,583,702 and 102,515,315 shares issued at May 31, 2025, and August 31, 2024, respectively 1,036 1,025

Treasury stock, 3,058,475 shares and 2,365,100 shares at cost at May 31, 2025, and August 31, 2024, respectively ( 102,789 ) ( 78,451 )

Additional paid-in-capital

11 unchanged sentences

(Unaudited, dollars in thousands, except share and per share data)

Thirteen Weeks Ended Twenty-Six Weeks Ended

March 1, 2025 February 24, 2024 March 1, 2025 February 24, 2024

Thirteen Weeks Ended Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024 May 31, 2025 May 25, 2024

Net sales $ 380,956 $ 334,757 $ 1,081,879 $ 955,634

30 unchanged sentences

(Unaudited, dollars in thousands)

Twenty-Six Weeks Ended

March 1, 2025 February 24, 2024

Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024

Operating activities

25 unchanged sentences

Net cash used in investing activities

( 2,192 ) ( 2,345 )

Financing activities

3 unchanged sentences

Cash received on repayment of note receivable — 2,100

Repurchase of common stock ( 24,338 ) —

Principal payments of long-term debt ( 150,000 ) ( 45,000 )

7 unchanged sentences

$ 98,008 $ 208,681

Twenty-Six Weeks Ended

March 1, 2025 February 24, 2024

Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024

Supplemental disclosures of cash flow information

4 unchanged sentences

Non-cash investing and financing transactions

Operating lease right-of-use assets recognized in exchange for lease liabilities $ 15,880 $ —

Non-cash credits for repayment of note receivable $ 509 $ 564

20 unchanged sentences

Balance at March 1, 2025 103,415,302 $ 1,034 2,365,100 $ ( 78,451 ) $ 1,335,892 $ 562,134 $ ( 2,852 ) $ 1,817,757

Net income — — — — — $ 41,102 — 41,102

Stock-based compensation — — — — 4,602 — — 4,602

Foreign currency translation adjustments — — — — — — 309 309

Repurchase of common stock — — 693,375 ( 24,338 ) — — — ( 24,338 )

Shares issued upon vesting of restricted stock units 17,400 — — — ( 302 ) — — ( 302 )

Exercise of options to purchase common stock 151,000 2 — — 1,819 — — 1,821

Balance at May 31, 2025 103,583,702 $ 1,036 3,058,475 $ ( 102,789 ) $ 1,342,011 $ 603,236 $ ( 2,543 ) $ 1,840,951

Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total

12 unchanged sentences

Balance at February 24, 2024 102,353,618 $ 1,024 2,365,100 $ ( 78,451 ) $ 1,310,605 $ 416,640 $ ( 2,336 ) $ 1,647,482

Net income — — — — — 41,334 — 41,334

Stock-based compensation — — — — 4,193 — — 4,193

Foreign currency translation adjustments — — — — — — 95 95

Shares issued upon vesting of restricted stock units 63,553 — — — ( 1,070 ) — — ( 1,070 )

Exercise of options to purchase common stock 83,779 1 — — 1,277 — — 1,278

Balance at May 25, 2024 102,500,950 $ 1,025 2,365,100 $ ( 78,451 ) $ 1,315,005 $ 457,974 $ ( 2,241 ) $ 1,693,312

See accompanying notes to the unaudited consolidated financial statements.

4 unchanged sentences

The Simply Good Foods Company (“Simply Good Foods” or the “Company”) is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements, and other product offerings.

The product portfolio the Company develops, markets and sells consists primarily of protein bars, ready-to-drink (“RTD”) shakes, sweet and salty snacks and confectionery products marketed under the Quest, Atkins, and OWYN brand names.

The product portfolio the Company develops, markets and sells consists primarily of protein bars, ready-to-drink (“RTD”) beverages, sweet and salty snacks and confectionery products marketed under the Quest, Atkins, and OWYN brand names.

Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space.

55 unchanged sentences

The OWYN Acquisition was funded through a combination of incremental borrowings under our outstanding Term Facility, as defined below, totaling $ 250.0 million and cash on hand.

During the thirteen weeks ended March 1, 2025, the Company received a post-closing release from escrow of approximately $ 1.7 million related to net working capital adjustments, resulting in a total net consideration paid of $ 280.2 million as of March 1, 2025.

Business transaction costs within the Consolidated Statements of Operations and Comprehensive Income for the twenty-six weeks ended March 1, 2025, were $ 0.8 million, which consisted of legal, accounting, and other costs.

In the second fiscal quarter of 2025, the Company received a post-closing release from escrow of approximately $ 1.7 million related to net working capital adjustments, resulting in a total net consideration paid of $ 280.2 million as of May 31, 2025.

Business transaction costs within the Consolidated Statements of Operations and Comprehensive Income for the thirty-nine weeks ended May 31, 2025, were $ 0.8 million, which consisted of legal, accounting, and other costs.

The OWYN Acquisition was accounted for as a business combination under ASC 805, Business Combinations (“ASC 805”), which requires, among other things, assets acquired and liabilities assumed to be measured at their acquisition date fair value.

35 unchanged sentences

Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date.

During the thirteen weeks ended March 1, 2025, a measurement period adjustment of $ 1.7 million was recorded to goodwill.

In the second fiscal quarter of 2025, a measurement period adjustment of $ 1.7 million was recorded to goodwill.

The final fair value determination of the assets acquired and liabilities assumed will be completed prior to one year from the transaction completion, consistent with ASC 805.

2 unchanged sentences

The following table provides net sales from the acquired OWYN business included in the Company’s results:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands) March 1, 2025 March 1, 2025

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands) May 31, 2025 May 31, 2025

Net sales $ 33,551 $ 99,611

6 unchanged sentences

The following unaudited pro forma combined financial information presents combined results of the Company assuming the OWYN Acquisition occurred at the beginning of fiscal year 2024:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands) February 24, 2024 February 24, 2024

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands) May 25, 2024 May 25, 2024

Net sales $ 364,606 $ 1,034,114

3 unchanged sentences

The following is a summary of revenue disaggregated by geographic area and brands:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands) March 1, 2025 February 24, 2024 March 1, 2025 February 24, 2024

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands) May 31, 2025 May 25, 2024 May 31, 2025 May 25, 2024

North America (1)

6 unchanged sentences

(1) The North America geographic area consists of net sales substantially related to the United States and there is no individual foreign country to which more than 10% of the Company’s net sales are attributed or that is otherwise deemed individually material.

Charges related to credit losses on accounts receivable from transactions with external customers were $( 0.6 ) million and $ 0.1 million for the thirteen and twenty-six weeks ended March 1, 2025, respectively.

Charges related to credit losses on accounts receivable from transactions with external customers were $( 0.2 ) million and $( 0.1 ) million for the thirteen and twenty-six weeks ended February 24, 2024, respectively.

As of March 1, 2025, and August 31, 2024, the allowance for credit losses related to accounts receivable were $ 1.2 million and $ 0.7 million, respectively.

Charges related to credit losses on accounts receivable from transactions with external customers were $ 0.1 million and $ 0.2 million for the thirteen and thirty-nine weeks ended May 31, 2025, respectively.

Charges related to credit losses on accounts receivable from transactions with external customers were immaterial and $( 0.2 ) million for the thirteen and thirty-nine weeks ended May 25, 2024, respectively.

As of May 31, 2025, and August 31, 2024, the allowance for credit losses related to accounts receivable were $ 1.6 million and $ 0.7 million, respectively.

Goodwill and Intangibles

Changes to Goodwill during the twenty-six weeks ended March 1, 2025, were as follows:

Changes to Goodwill during the thirty-nine weeks ended May 31, 2025, were as follows:

(In thousands) Goodwill

1 unchanged sentence

Acquisition of business ( 1,713 )

Balance as of March 1, 2025 $ 589,974

The change in the Company's Goodwill from August 31, 2024, to March 1, 2025, is the result of the acquisition method of accounting related to the OWYN Acquisition, as described in Note 3.

There were no impairment charges related to goodwill during the thirteen and twenty-six weeks ended March 1, 2025, or since the inception of the Company.

Balance as of May 31, 2025 $ 589,974

The change in the Company's Goodwill from August 31, 2024, to May 31, 2025, is the result of the acquisition method of accounting related to the OWYN Acquisition, as described in Note 3.

There were no impairment charges related to goodwill during the thirteen and thirty-nine weeks ended May 31, 2025, or since the inception of the Company.

Intangible assets, net in the Consolidated Balance Sheets consists of the following:

March 1, 2025

(In thousands) Useful life Gross carrying amount Accumulated amortization Net carrying

19 unchanged sentences

$ 1,425,973 $ 89,507 $ 1,336,466

Changes in Intangible assets, net during the twenty-six weeks ended March 1, 2025, were primarily related to recurring amortization expense.

Amortization expense related to intangible assets was $ 3.7 million and $ 3.8 million for the thirteen weeks ended March 1, 2025, and February 24, 2024, respectively, and $ 7.5 million and $ 7.7 million for the twenty-six weeks ended March 1, 2025, and February 24, 2024, respectively.

There were no impairment charges related to its finite-lived intangible assets during the thirteen and twenty-six weeks ended March 1, 2025, and February 24, 2024.

Changes in Intangible assets, net during the thirty-nine weeks ended May 31, 2025, were primarily related to recurring amortization expense.

Amortization expense related to intangible assets was $ 3.7 million for the thirteen weeks ended May 31, 2025, and May 25, 2024, and $ 11.2 million and $ 11.4 million for the thirty-nine weeks ended May 31, 2025, and May 25, 2024, respectively.

There were no impairment charges related to its finite-lived intangible assets during the thirteen and thirty-nine weeks ended May 31, 2025, and May 25, 2024.

Estimated future amortization for each of the next five fiscal years and thereafter is as follows:

4 unchanged sentences

Long-Term Debt and Line of Credit

On July 7, 2017, the Company (through certain of its subsidiaries) entered into the Credit Agreement.

On July 7, 2017, the Company (through certain of its subsidiaries) entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”).

The Credit Agreement at that time provided for (i) a term facility of $ 200.0 million (“Term Facility”) with a seven -year maturity and (ii) a revolving credit facility of up to $ 75.0 million (the “Revolving Credit Facility”) with a five -year maturity.

30 unchanged sentences

Any failure to comply with the restrictions of the credit facilities may result in an event of default.

The Company was in compliance with all covenants as of March 1, 2025, and August 31, 2024, respectively.

The Company was in compliance with all covenants as of May 31, 2025, and August 31, 2024, respectively.

Long-term debt consists of the following:

(In thousands) March 1, 2025 August 31, 2024

Term Facility (effective rate of 6.3% at March 1, 2025)

(In thousands) May 31, 2025 August 31, 2024

Term Facility (effective rate of 6.3% at May 31, 2025)

$ 250,000 $ 400,000

1 unchanged sentence

Long-term debt, net of deferred financing fees $ 248,920 $ 397,485

The Company is no t required to make principal payments on the Term Facility over the twelve months following the period ended March 1, 2025.

The Company is no t required to make principal payments on the Term Facility over the twelve months following the period ended May 31, 2025.

The outstanding balance of the Term Facility is due upon its maturity in March 2027.

As of March 1, 2025, the Company had letters of credit in the amount of $ 0.9 million outstanding.

As of May 31, 2025, the Company had letters of credit in the amount of $ 0.9 million outstanding.

These letters of credit offset against the $ 75.0 million availability of the Revolving Credit Facility and exist to support two of the Company’s leased buildings.

No amounts were drawn against these letters of credit as of March 1, 2025.

No amounts were drawn against these letters of credit as of May 31, 2025.

The Company utilizes market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates.

The Company carries debt at historical cost and discloses fair value.

As of March 1, 2025, and August 31, 2024, the book value of the Company’s debt approximated fair value.

As of May 31, 2025, and August 31, 2024, the book value of the Company’s debt approximated fair value.

The estimated fair value of the Term Loan is valued based on observable inputs and classified as Level 2 in the fair value hierarchy.

6 unchanged sentences

These valuations require significant judgment.

Components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of March 1, 2025.

Components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of May 31, 2025.

The tax expense and the effective tax rate resulting from operations were as follows:

Twenty-Six Weeks Ended

(In thousands) March 1, 2025 February 24, 2024

Thirty-Nine Weeks Ended

(In thousands) May 31, 2025 May 25, 2024

Income before income taxes $ 151,395 $ 145,213

1 unchanged sentence

Effective tax rate 23.4 % 24.2 %

The effective tax rate for the twenty-six weeks ended March 1, 2025, was 1.6 % lower than the effective tax rate for the twenty-six weeks ended February 24, 2024, which was primarily driven by permanent differences, principally stock-based compensation.

The effective tax rate for the thirty-nine weeks ended May 31, 2025, was 0.8 % lower than the effective tax rate for the thirty-nine weeks ended May 25, 2024, which was primarily driven by permanent differences, principally stock-based compensation.

The components of lease expense were as follows:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands) Statements of Operations Caption March 1, 2025 February 24, 2024 March 1, 2025 February 24, 2024

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands) Statements of Operations Caption May 31, 2025 May 25, 2024 May 31, 2025 May 25, 2024

Operating lease cost:

10 unchanged sentences

The right-of-use assets and corresponding liabilities related to both operating and finance leases are as follows:

(In thousands) Balance Sheets Caption March 1, 2025 August 31, 2024

(In thousands) Balance Sheets Caption May 31, 2025 August 31, 2024

Operating lease right-of-use assets Other long-term assets $ 45,785 $ 35,097

3 unchanged sentences

Total lease liabilities $ 55,813 $ 39,824

Future maturities of lease liabilities as of March 1, 2025, were as follows:

Future maturities of lease liabilities as of May 31, 2025, were as follows:

(In thousands) Operating Leases

6 unchanged sentences

The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases were as follows:

March 1, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Weighted-average remaining lease term (in years)

3 unchanged sentences

Supplemental and other information related to leases was as follows:

Twenty-Six Weeks Ended

(In thousands) March 1, 2025 February 24, 2024

Thirty-Nine Weeks Ended

(In thousands) May 31, 2025 May 25, 2024

Cash paid for amounts included in the measurement of lease liabilities

8 unchanged sentences

These contracts contain endorsement fees, which are expensed ratably over the life of the contract, and performance fees, that are recognized at the time of achievement.

Based on the terms of contracts in place and achievement of performance conditions as of March 1, 2025, the Company will be required to make payments of $ 1.8 million over the next year.

Based on the terms of contracts in place and achievement of performance conditions as of May 31, 2025, the Company will be required to make payments of $ 1.8 million over the next year.

Stockholders’ Equity

5 unchanged sentences

The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.

The Company did not repurchase any shares of common stock during the twenty-six weeks ended March 1, 2025, or the twenty-six weeks ended February 24, 2024.

As of March 1, 2025, approximately $ 71.5 million remained available under the stock repurchase program.

During the thirteen and thirty-nine weeks ended May 31, 2025, the Company repurchased 693,375 shares of common stock at an average share price of $ 35.10 per share.

The Company did not repurchase any shares of common stock during the thirteen and thirty-nine weeks ended May 25, 2024.

As of May 31, 2025, approximately $ 47.2 million remained available under the stock repurchase program.

Earnings Per Share

3 unchanged sentences

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands, except per share data) March 1, 2025 February 24, 2024 March 1, 2025 February 24, 2024

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands, except per share data) May 31, 2025 May 25, 2024 May 31, 2025 May 25, 2024

Basic earnings per share computation:

10 unchanged sentences

Diluted earnings per share from net income $ 0.40 $ 0.41 $ 1.14 $ 1.09

Diluted earnings per share calculations for the thirteen and twenty-six week periods ended March 1, 2025, excluded 0.4 million and 0.7 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive.

Diluted earnings per share calculations for the thirteen and twenty-six week periods ended February 24, 2024, excluded 0.6 million and 0.8 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive.

Diluted earnings per share calculations for the thirteen and twenty-six week periods ended March 1, 2025, excluded an immaterial number of non-vested stock units that would have been anti-dilutive.

Diluted earnings per share calculations for the thirteen and twenty-six week periods ended February 24, 2024, excluded an immaterial number of non-vested stock units that would have been anti-dilutive.

Diluted earnings per share calculations for the thirteen and thirty-nine week periods ended May 31, 2025, both excluded 0.7 million shares of common stock issuable upon exercise of stock options that would have been anti-dilutive.

Diluted earnings per share calculations for the thirteen and thirty-nine week periods ended May 25, 2024, both excluded 0.8 million shares of common stock issuable upon exercise of stock options that would have been anti-dilutive.

Diluted earnings per share calculations for the thirteen and thirty-nine week periods ended May 31, 2025, and May 25, 2024, both excluded an immaterial number of non-vested stock units that would have been anti-dilutive, respectively.

Omnibus Incentive Plan

2 unchanged sentences

Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where recipient’s other compensation is reported.

The Company recorded stock-based compensation expense of $ 4.9 million and $ 4.6 million in the thirteen weeks ended March 1, 2025, and February 24, 2024, respectively, and $ 8.8 million and $ 8.7 million in the twenty-six weeks ended March 1, 2025, and February 24, 2024, respectively.

The Company recorded stock-based compensation expense of $ 4.0 million and $ 4.5 million in the thirteen weeks ended May 31, 2025, and May 25, 2024, respectively, and $ 12.8 million and $ 13.2 million in the thirty-nine weeks ended May 31, 2025, and May 25, 2024, respectively.

Stock Options

The following table summarizes stock option activity for the twenty-six weeks ended March 1, 2025:

The following table summarizes stock option activity for the thirty-nine weeks ended May 31, 2025:

Shares underlying options Weighted average

1 unchanged sentence

Outstanding as of August 31, 2024 2,410,567 $ 20.75 4.39

Granted 34,035 36.49

Exercised ( 868,665 ) 13.76

Forfeited ( 19,694 ) 40.07

Outstanding as of March 1, 2025 1,673,208 $ 23.36 4.66

Vested and expected to vest as of March 1, 2025 1,673,208 $ 23.36 4.66

Exercisable as of March 1, 2025 1,476,609 $ 21.55 4.21

As of March 1, 2025, the Company had $ 1.4 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.1 years.

During the twenty-six weeks ended March 1, 2025, and February 24, 2024, the Company received $ 10.1 million and $ 3.0 million in cash from stock option exercises, respectively.

Outstanding as of May 31, 2025 1,556,243 $ 24.75 4.75

Vested and expected to vest as of May 31, 2025 1,556,243 $ 24.75 4.75

Exercisable as of May 31, 2025 1,325,609 $ 22.63 4.16

As of May 31, 2025, the Company had $ 1.6 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.1 years.

During the thirty-nine weeks ended May 31, 2025, and May 25, 2024, the Company received $ 12.0 million and $ 4.3 million in cash from stock option exercises, respectively.

Restricted Stock Units

The following table summarizes restricted stock unit activity for the twenty-six weeks ended March 1, 2025:

The following table summarizes restricted stock unit activity for the thirty-nine weeks ended May 31, 2025:

Units Weighted average

4 unchanged sentences

Forfeited ( 20,365 ) 37.64

Non-vested as of March 1, 2025 612,836 $ 36.34

As of March 1, 2025, the Company had $ 16.7 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 1.9 years.

Non-vested as of May 31, 2025 661,747 $ 36.27

As of May 31, 2025, the Company had $ 16.6 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 1.8 years.

Performance Stock Units

During the twenty-six weeks ended March 1, 2025, the Board of Directors granted performance stock units under the Company’s 2017 Omnibus Incentive Plan.

During the thirty-nine weeks ended May 31, 2025, the Board of Directors granted performance stock units under the Company’s 2017 Omnibus Incentive Plan.

The number of shares issuable as a result of grants of performance stock units is determined based on market-based criteria, performance-based criteria, or a combination of market-based criteria and performance-based criteria.

11 unchanged sentences

These units are valued using a Monte Carlo simulation.

The following table summarizes performance stock unit activity for the twenty-six weeks ended March 1, 2025:

The following table summarizes performance stock unit activity for the thirty-nine weeks ended May 31, 2025:

Units Weighted average

4 unchanged sentences

Forfeited ( 42,373 ) 60.39

Non-vested as of March 1, 2025 280,101 $ 52.55

Non-vested as of May 31, 2025 279,332 $ 52.60

Performance stock units are generally granted to employees as a part of the annual grant in November of the associated fiscal year, although the Board of Directors reserves the right to administer mid-year grants from time to time as they see fit.

The fair value of each performance stock unit grant with a market-based TSR component is estimated on the date of grant using a Monte-Carlo simulation based on the following assumptions presented below which are associated with each year’s annual grant:

Twenty-Six Weeks Ended Twenty-Six Weeks Ended

March 1, 2025 February 24, 2024

Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024

Expected volatility 31.38 % 33.96 %

3 unchanged sentences

Fair value $ 54.41 $ 57.43

As of March 1, 2025, the Company had $ 7.8 million of total unrecognized compensation cost related to performance stock units that will be recognized over an expected weighted average period of 1.7 years.

As of May 31, 2025, the Company had $ 6.4 million of total unrecognized compensation cost related to performance stock units that will be recognized over an expected weighted average period of 1.5 years.

Stock Appreciation Rights

1 unchanged sentence

The SARs settle in shares of its common stock once the applicable vesting criteria have been met.

The SARs outstanding as of March 1, 2025, cliff vested two years from the date of grant and must be exercised within five years from the date of grant.

The following table summarizes SARs activity for the twenty-six weeks ended March 1, 2025:

The SARs outstanding as of May 31, 2025, cliff vested two years from the date of grant and must be exercised within five years from the date of grant.

The following table summarizes SARs activity for the thirty-nine weeks ended May 31, 2025:

Shares underlying SARs Weighted average

3 unchanged sentences

Forfeited — —

Outstanding as of March 1, 2025 150,000 $ 37.67

Vested as of March 1, 2025 150,000 $ 37.67

Exercisable as of March 1, 2025 150,000 $ 37.67

The SARs outstanding as of the twenty-six weeks ended March 1, 2025, are liability-classified;

Outstanding as of May 31, 2025 150,000 $ 37.67

Vested as of May 31, 2025 150,000 $ 37.67

Exercisable as of May 31, 2025 150,000 $ 37.67

The SARs outstanding as of the thirty-nine weeks ended May 31, 2025, are liability-classified;

therefore, the related stock-based compensation expense is based on the vesting provisions and the fair value of the awards.

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