What changed in this filing

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Item 9A. Controls and Procedures

2025-10-28 compared with 2024-10-29 · 21 added, 29 removed, 112 unchanged (31% of the section changed)

3 unchanged sentences

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 30, 2025, the Company’s disclosure controls and procedures were effective.

As discussed above, on June 13, 2024, we completed the OWYN Acquisition.

As such, the scope of our assessment of the effectiveness of our disclosure controls and procedures did not include the internal control over financial reporting of OWYN and its affiliated entities.

These exclusions are consistent with the SEC Staff’s guidance that an assessment of a recently acquired business may be omitted from the scope of our assessment of the effectiveness of disclosure controls and procedures that are also part of internal control over financial reporting in the 12 months following the acquisition.

OWYN and its affiliated entities accounted for 14% of our total assets and 2% of our total net sales as of and for the fifty-three weeks ended August 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for designing, implementing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S.

Management is responsible for designing, implementing and maintaining adequate internal control over financial reporting (“ICFR”), as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of August 31, 2024.

Management assessed the effectiveness of our ICFR as of August 30, 2025.

Management based its assessment on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment using this criteria, management has concluded that our internal control over financial reporting was effective as of August 31, 2024.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on the assessment using this criteria, management has concluded that our ICFR was effective as of August 30, 2025.

Because of its inherent limitations, ICFR may not prevent or detect misstatements.

All internal control systems, no matter how well designed, have inherent limitations.

1 unchanged sentence

Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of August 31, 2024, was audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report appearing below, which expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of August 31, 2024.

The effectiveness of our ICFR as of August 30, 2025, was audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report appearing below, which expressed an unqualified opinion on the effectiveness of our ICFR as of August 30, 2025.

Changes in Internal Control over Financial Reporting

As a result of the OWYN Acquisition, we have commenced a project to evaluate the processes and procedures of OWYN’s internal control over financial reporting and incorporate OWYN’s internal control over financial reporting into our internal control over financial reporting framework.

In addition, as a result of the OWYN Acquisition, we have implemented new processes and controls over accounting for an acquisition, including determining the fair value of the assets acquired and liabilities assumed.

Except as disclosed above, there were no changes in our internal control over financial reporting during the quarter ended August 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a result of the OWYN Acquisition, we have designed and implemented internal controls over financial reporting for OWYN processes and incorporated such controls into the Company’s ICFR framework.

Except as disclosed above, there were no changes in our ICFR during the quarter ended August 30, 2025, that have materially affected, or are reasonably likely to materially affect, our ICFR.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fifty-three weeks ended August 31, 2024, of the Company and our report dated October 29, 2024, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Only What You Need Inc.

(“OWYN”), which was acquired on June 13, 2024, and whose financial statements constitute 14% of total assets and 2% of net sales of the consolidated financial statement amounts as of and for the fifty-three weeks ended August 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at OWYN.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fifty-two weeks ended August 30, 2025, of the Company and our report dated October 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Other schedules have been omitted as they are not applicable or the required information is set forth in the consolidated financial statements or notes thereto.

Stock Purchase Agreement, dated as of April 29, 2024, by and among Simply Good Foods USA, Inc., a New York corporation, Only What You Need, Inc., a Delaware corporation, and Safe Brands, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 30, 2024).

S tock Purchase Agreement, dated as of April 29, 2024, by and among Simply Good Foods USA, Inc., a New York corporation, Only What You Need, Inc., a Delaware corporation, and Safe Brands, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 30, 2024).

Fourth Amended and Restated Certificate of Incorporation of The Simply Good Foods Company (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K/A filed on January 24, 2024).

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3 to our Registration Statement on Form S-4 filed on June 12, 2017).

4.2 Description of Securities

Investor Rights Agreement, dated July 7, 2017, between The Simply Good Foods Company and Conyers Park Sponsor LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on July 13, 2017).

Description of Securities ( incorporated by reference to E xhibit 4.2 to our Annual R eport on Form 10-K filed on October 29, 2024).

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Amendment No.

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3 to our Registration Statement on Form S-4 filed on June 12, 2017).

The Simply Good Foods Company Second Amended and Restated Executive Severance Compensation Plan, dated April 16, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 22, 2024).

The Simply Good Foods Company Third Amended and Restated Executive Severance Compensation Plan, Effective May 23, 2025, (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 28, 2025).

Credit Agreement, dated July 7, 2017, among Atkins Intermediate Holdings, LLC, Conyers Park Parent Merger Sub, Inc., Conyers Park Acquisition Corp., Conyers Park Merger Sub 1, Inc., Conyers Park Merger Sub 2, Inc., Conyers Park Merger Sub 3, Inc., Conyers Park Merger Sub 4, Inc., NCP-ATK Holdings, Inc., Atkins Nutritionals Holdings, Inc., Atkins Nutritional Holdings II, Inc., Atkins Nutritionals, Inc., the lenders party thereto and Barclays Bank PLC, as the administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 13, 2017).

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6 (Incremental Facility Amendment), dated as of June 13, 2024, among Atkins Intermediate Holdings, LLC, a Delaware limited liability company, Conyers Park Acquisition Corp., a Delaware corporation, Simply Good Foods USA, Inc., a Delaware corporation, Atkins Nutritionals Holdings, Inc., a Delaware corporation, Atkins Nutritionals Holdings II, Inc., a Delaware corporation, NCP-ATK Holdings, Inc., a Delaware corporation, the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on June 17, 2024).

Transition Agreement, dated January 27, 2023, between The Simply Good Foods Company and Joseph E.

Scalzo (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 30, 2023).

19.1 The Simply Good Foods Company Insider Trading Policy

Repricing Amendment, dated as of January 31, 2025, by and among Atkins Intermediate Holdings, LLC, a Delaware limited liability company, Conyers Park Acquisition Corp., a Delaware corporation, Simply Good Foods USA, Inc., a New York Corporation, Atkins Nutritionals Holdings, Inc., a Delaware corporation, Atkins Nutritionals Holdings II, Inc., a Delaware Corporation, NCP-ATK Holdings, Inc., a Delaware corporation, the financial institutions party thereto as Consenting Term Lenders and the Replacement Lender and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 3, 2025).

Investors Rights Agreement, dated July 7, 2017, between the Simply Good Foods Company and Conyers Park Sponsor LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on July 13, 2017).

The Simply Good Foods Company Insider Trading Policy (incorporated by reference to E xhibit 19.1 to our An nual Report on Form 10- K filed on October 29, 202 4 ).

21.1 Subsidiaries of The Simply Good Foods Company.

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32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act.

97.1 The Simply Good Foods Company Rule 10D-1 Incentive Compensation Recovery Policy

The Simply Good Foods Company Rule 10D-1 Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed on October 29, 2024).

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Tanner (Principal Executive Officer)

Mara Chief Financial Officer October 29, 2024

Mara (Principal Financial Officer)

/s/ Christopher J.

Bealer Chief Financial Officer October 28, 2025

Christopher J.

Bealer (Principal Financial Officer)

/s/ Timothy A.

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Director October 28, 2025

Ghez Director October 29, 2024

/s/ Romitha S.

Mally Director October 28, 2025

/s/ Michelle P.

4 unchanged sentences

Ritterbush Director October 28, 2025

/s/ Joseph E.

Scalzo Director October 29, 2024

/s/ Joseph J.

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