What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-01-08 compared with 2025-07-10 · 134 added, 223 removed, 371 unchanged (49% of the section changed)

3 unchanged sentences

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

May 31, 2025 August 31, 2024

November 29, 2025 August 30, 2025

Current assets:

1 unchanged sentence

Accounts receivable, net 129,178 164,978

152,580 150,721

164,464 142,107

Inventories 181,148 167,217

Prepaid expenses 4,398 7,209

1 unchanged sentence

Total current assets 513,839 453,684

436,939 440,280

Long-term assets:

Property and equipment, net 38,851 39,738

24,102 24,830

Intangible assets, net 1,257,642 1,261,603

1,325,953 1,336,466

589,974 591,687

Goodwill 589,974 589,974

Other long-term assets 50,321 51,046

53,420 42,881

$ 2,430,388 $ 2,436,144

Total assets $ 2,450,627 $ 2,396,045

Liabilities and stockholders’ equity

1 unchanged sentence

Accounts payable $ 75,486 $ 78,298

$ 73,012 $ 58,559

Accrued interest 66 44

Accrued expenses and other current liabilities 27,069 46,219

37,664 49,791

Total current liabilities 102,621 124,561

110,720 108,615

Long-term liabilities:

Long-term debt, less current maturities 396,744 249,066

248,920 397,485

Deferred income taxes 169,627 166,091

176,695 166,012

Other long-term liabilities 47,519 49,494

53,102 36,546

Total liabilities 716,511 589,212

589,437 708,658

See commitments and contingencies (Note 9)

1 unchanged sentence

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

Common stock, $0.01 par value, 600,000,000 shares authorized, 103,583,702 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 )

Common stock, $0.01 par value, 600,000,000 shares authorized, 103,940,255 and 103,688,071 shares issued at November 29, 2025, and August 30, 2025, respectively 1,039 1,037

Treasury stock, 8,941,085 shares and 3,957,571 shares at cost at November 29, 2025, and August 30, 2025, respectively ( 230,026 ) ( 129,337 )

Additional paid-in-capital 1,349,610 1,346,687

1,342,011 1,319,686

Retained earnings 616,148 590,879

603,236 487,265

Accumulated other comprehensive loss ( 2,655 ) ( 2,433 )

( 2,543 ) ( 2,039 )

Total stockholders’ equity 1,734,116 1,806,833

1,840,951 1,727,486

Total liabilities and stockholders’ equity $ 2,450,627 $ 2,396,045

3 unchanged sentences

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

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

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Net sales $ 340,198 $ 341,268

30 unchanged sentences

(Unaudited, dollars in thousands)

Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Operating activities

4 unchanged sentences

Stock compensation expense 3,083 3,844

Estimated credit losses (gains) 231 ( 167 )

Unrealized gain (loss) on foreign currency transactions 342 ( 191 )

Estimated credit losses 20 750

Unrealized loss (gain) on foreign currency transactions 57 ( 120 )

Deferred income taxes 3,536 3,374

14 unchanged sentences

Purchases of property and equipment ( 2,096 ) ( 307 )

Acquisition of business, net of cash acquired 1,713 —

Investments in intangible and other assets — ( 362 )

4 unchanged sentences

Tax payments related to issuance of restricted stock units and performance stock units ( 1,214 ) ( 2,315 )

Payments on finance lease obligations — ( 143 )

Cash received on repayment of note receivable — 2,100

Repurchase of common stock ( 99,638 ) —

Principal payments of long-term debt — ( 50,000 )

Net cash used in financing activities

Proceeds from issuance of long-term debt

Deferred financing costs

Net cash provided by (used in) financing activities

47,619 ( 42,331 )

Cash and cash equivalents

Net (decrease) increase in cash ( 34,311 ) 120,841

Net increase (decrease) in cash 95,617 ( 10,979 )

Effect of exchange rate on cash ( 34 ) 208

2 unchanged sentences

$ 194,051 $ 121,759

Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Supplemental disclosures of cash flow information

2 unchanged sentences

Cash paid for taxes

$ 29,112 $ 23,801

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 $ 49 $ 200

11 unchanged sentences

Foreign currency translation adjustments — — — — — — ( 222 ) ( 222 )

Repurchase of common stock — — 4,983,514 ( 100,689 ) — — — ( 100,689 )

Shares issued upon vesting of restricted stock units and performance stock units 164,184 1 — — ( 1,215 ) — — ( 1,214 )

1 unchanged sentence

Balance at November 29, 2025 103,940,255 $ 1,039 8,941,085 $ ( 230,026 ) $ 1,349,610 $ 616,148 $ ( 2,655 ) $ 1,734,116

Net income — — — — — 36,747 — 36,747

Stock-based compensation — — — — 4,947 — — 4,947

Foreign currency translation adjustments — — — — — — ( 426 ) ( 426 )

Shares issued upon vesting of restricted stock units 18,229 — — — ( 207 ) — — ( 207 )

Exercise of options to purchase common stock 3,914 — — — 152 — — 152

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

5 unchanged sentences

Shares issued upon vesting of restricted stock units and performance stock units 164,093 2 — — ( 2,317 ) — — ( 2,315 )

Balance at November 25, 2023 102,175,233 $ 1,022 2,365,100 $ ( 78,451 ) $ 1,303,411 $ 383,517 $ ( 2,321 ) $ 1,607,178

Net income — — — — — 33,123 — 33,123

Stock-based compensation — — — — 4,288 — — 4,288

Foreign currency translation adjustments — — — — — — ( 15 ) ( 15 )

Shares issued upon vesting of restricted stock units 5,285 — — — ( 107 ) — — ( 107 )

Exercise of options to purchase common stock 713,751 7 — — 9,977 — — 9,984

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

Balance at November 30, 2024 103,393,159 $ 1,034 2,365,100 $ ( 78,451 ) $ 1,331,000 $ 525,387 $ ( 2,426 ) $ 1,776,544

See accompanying notes to the unaudited consolidated financial statements.

3 unchanged sentences

Description of Business

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”) 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.

On April 29, 2024, the Company entered into a stock purchase agreement (the “Purchase Agreement”) to acquire Only What You Need, Inc.

(“OWYN”), a plant-based protein food company (the “OWYN Acquisition”), for approximately $ 280.0 million.

On June 13, 2024, pursuant to the Purchase Agreement, the Company completed the OWYN Acquisition by acquiring 100% of the equity interests for a cash purchase price at closing of $ 281.9 million, subject to certain customary post-closing adjustments.

The Simply Good Foods Company (“Simply Good Foods” or the “Company”), headquartered in Denver, Colorado, is a consumer packaged food and beverage company with ambitious goals to raise the bar on what food can be with trusted brands and innovative nutritious snacking products.

Within our portfolio of trusted brands (Quest, Atkins, and OWYN), we offer a wide variety of nutritional snacks and beverages, including high protein chips, bars, ready-to-drink (RTD) shakes, and powders, and low sugar, low carb sweets and baked goods.

We are a leader of the nutritious snacking movement, poised to expand our healthy lifestyle platform through innovation-driven organic growth and external investment opportunities.

Our nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends:

11 unchanged sentences

All rights are reserved.

The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in August of each year.

The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in August.

The interim consolidated financial statements and related notes of the Company and its subsidiaries are unaudited.

9 unchanged sentences

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

In December 2023, the FASB issued ASU No.

2 unchanged sentences

Early adoption is permitted for annual financial statements that have not yet been issued or made available.

The amendments should be applied on a prospective basis;

however, retrospective application is permitted.

The amendments should be applied on a prospective basis, however, retrospective application is permitted.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

6 unchanged sentences

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal Use Software (“ASU 2025-06”), which will improve disclosures surrounding internal-use software and the timing of capitalization when companies use the incremental and iterative development method.

The amendments are effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years.

Early adoption is permitted.

The amendments should be applied through (1) a prospective transition approach, (2) a retrospective transition approach, or (3) a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company’s consolidated financial statements.

Business Combination

On April 29, 2024 , the Company’s wholly owned subsidiary, Simply Good Foods, USA, Inc.

entered into a Purchase Agreement to acquire OWYN, a plant-based protein food company, for approximately $ 280.0 million.

We acquired OWYN as a part of our vision 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 that will now offer plant-based products to a wider market of consumers.

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.

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.

The following table sets forth the preliminary purchase price allocation of the OWYN Acquisition to the estimated fair value of the net assets acquired at the date of the Acquisition, in thousands.

The preliminary purchase price allocation may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assets acquired and liabilities assumed;

including, but not limited to, certain customary post-closing adjustments such as the finalization of working capital, tax return finalization, and other adjustments.

The preliminary June 13, 2024, fair value is as follows:

Assets acquired:

Cash and cash equivalents $ 1,476

Accounts receivable, net 14,214

Inventories (1)

Prepaid assets 563

Property and equipment, net 136

Intangible assets, net (2)

Other long-term assets 6

Liabilities assumed:

Accounts payable 20,378

Other current liabilities 3,753

Deferred tax liability (3)

Total identifiable net assets 233,332

Total assets acquired and liabilities assumed $ 280,172

(1) Inventory was estimated using the comparative sales method, which quantifies the fair value of inventory based on the expected sales price of the subject inventory, reduced for:

(i) all costs expected to be incurred in its completion/disposition efforts;

and (ii) a profit on those costs.

(2) Intangible assets were recorded at fair value consistent with ASC 820 as a result of the OWYN Acquisition.

Intangible assets consisted of $ 223.0 million of brand and $ 20.5 million of customer relationships.

The useful lives of the intangible assets are disclosed in Note 5 of the Consolidated Financial Statements.

The fair value measurement of the assets and liabilities was based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy.

Level 3 fair market values were determined using a variety of information, including estimated future cash flows and market comparable data and companies.

The fair value of the indefinite-lived brand asset was estimated using the multi-period excess earnings method of the income approach, wherein the net earnings attributable to the asset are isolated from other “contributory assets” in order to estimate the cash flows solely attributable to the asset over its remaining economic life.

The fair value of the customer relationship intangible asset was estimated using the with/without method of the income approach, wherein the value is estimated by comparing the overall business cash flows with the customer relationships in place to the cash flows in a hypothetical scenario where the customer relationships are not in place.

The significant assumptions used in estimating the fair value under the with/without method include the time to recreate the asset, profitability under both scenarios, and the estimated discount rate.

(3) Primarily as a result of the fair value attributable to the identifiable intangible assets, the deferred income tax liability was $ 41.5 million.

(4) Goodwill was recorded at fair value consistent with ASC 820 as a result of the OWYN Acquisition.

Amounts recorded for goodwill created in an acquisition structured as a stock purchase for tax are generally not expected to be deductible for tax purposes.

As such, the acquired goodwill is not expected to be deductible for tax purposes.

Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The final determination of the fair value of the assets acquired and liabilities assumed is expected to be completed in the fourth fiscal quarter of 2025.

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.

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.

The results of OWYN’s operations have been included in the Simply Good Foods’ Consolidated Financial Statements since the acquisition date.

The Company has not disclosed earnings from the acquired OWYN business as they are immaterial.

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

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

Net sales $ 33,551 $ 99,611

Unaudited Pro Forma Financial Information

Pro forma financial information is not intended to represent or be indicative of the actual results of operations of the combined business that would have been reported had the OWYN Acquisition been completed at the beginning of the fiscal year 2024, nor is it representative of future operating results of the Company.

This unaudited pro forma combined financial information is prepared based on ASC 805 period end guidance.

The Company and the legacy OWYN entity have different fiscal year ends, with Simply Good Foods’ fiscal year being the last Saturday of August while the legacy OWYN business fiscal year was December 31.

Because the year ends differ by more than 93 days, OWYN’s financial information is required to be adjusted to a period within 93 days of Simply Good Foods’ fiscal period end.

In addition to these period end adjustments, the pro forma results include certain nonrecurring adjustments that were directly related to the business combination, including business transaction costs, as disclosed above.

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 Thirty-Nine Weeks Ended

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

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

Net income $ 38,887 $ 96,060

Revenue Recognition

1 unchanged sentence

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

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

Thirteen Weeks Ended

(In thousands) November 29, 2025 November 30, 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 $ 0.1 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.

Charges related to credit losses on accounts receivable from transactions with external customers were immaterial for the thirteen weeks ended November 29, 2025, and $ 0.8 million for the thirteen weeks ended November 30, 2024.

As of both November 29, 2025, and August 30, 2025, the allowance for credit losses related to accounts receivable were $ 0.9 million.

Goodwill and Intangibles

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

(In thousands) Goodwill

Balance as of August 31, 2024 $ 591,687

Acquisition of business ( 1,713 )

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.

As of November 29, 2025, and August 30, 2025, Goodwill in the Consolidated Balance Sheets was $ 590.0 million.

There were no impairment charges related to goodwill during the thirteen weeks ended November 29, 2025, or since the inception of the Company.

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

November 29, 2025

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

6 unchanged sentences

Software and website development costs 3 - 5 years 6,641 5,434 1,207

Intangible assets in progress 3 - 5 years 1,115 — 1,115

$ 1,366,213 $ 108,571 $ 1,257,642

8 unchanged sentences

Software and website development costs 3 - 5 years 6,641 5,153 1,488

Intangible assets in progress 3 - 5 years 439 — 439

$ 1,366,213 $ 104,610 $ 1,261,603

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.

Changes in Intangible assets, net during the thirteen weeks ended November 29, 2025, were primarily related to recurring amortization expense.

Amortization expense related to intangible assets was $ 4.0 million for the thirteen weeks ended November 29, 2025, and $ 3.7 million for the thirteen weeks ended November 30, 2024.

There were no impairment charges related to its indefinite-lived or finite-lived intangible assets during the thirteen weeks ended November 29, 2025, and November 30, 2024.

We believe the estimates and assumptions utilized in our impairment assessments are reasonable and are comparable to those that would be used by other marketplace participants.

However, actual events and results could differ substantially from those utilized in our initial valuations.

Significant declines of future revenue projections or changes of other assumptions used in estimating fair values versus those utilized at the time of the initial valuations could result in impairment charges that could materially affect the consolidated financial statements.

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

24 unchanged sentences

On January 31, 2025, the Company entered into a seventh amendment (the “2025 Repricing Amendment”) to the Credit Agreement to reduce the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effective date of the 2025 Repricing Amendment.

Effective as of the 2025 Repricing Amendment, the interest rate per annum for the Initial Term Loans is based on either:

On November 19, 2025, the Company entered into an eighth amendment (the “2026 Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $ 150.0 million and provided for an extension of the maturity date from March 17, 2027 to March 17, 2030.

The 2026 Incremental Facility Amendment also provided for an extension of the stated maturity date of the Revolving Commitments and Revolving Loans (each as defined in the Credit Agreement) from December 16, 2026, to the earlier of (i) 91 days prior to the then-effective maturity date of the Term Facility and (ii) December 16, 2029.

The terms of the incremental borrowing are substantially the same as the terms of the outstanding borrowings under the Term Facility.

No amounts of the Term Facility were repaid as a result of the execution of the 2026 Incremental Facility Amendment.

Effective as of the 2026 Incremental Facility Amendment, the interest rate per annum for the Initial Term Loans is based on either:

A base rate equaling the higher of (a) the “prime rate,” (b) the federal funds effective rate plus 0.50 %, or (c) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) applicable for an interest period of one month plus 1.00 % plus (x) 1.00 % margin for the Term Loan or (y) 1.00 % margin for the Revolving Credit Facility;

SOFR, subject to a floor of 0.00 %, plus (x) 2.00 % margin for the Term Loan or (y) 2.00 % margin for the Revolving Credit Facility.

In connection with the closing of the 2025 Repricing Amendment, the Company expensed $ 0.7 million of non-deferrable third-party costs through General and administrative .

In connection with the closing of the 2026 Incremental Facility Amendment, the Company expensed $ 2.5 million of non-deferrable third-party costs through General and administrative within the Consolidated Statements of Operations and Comprehensive Income and capitalized $ 2.6 million of upfront lender fees (original issue discount) and third-party financing costs.

The Simply Good Foods Company is not a borrower under the Credit Agreement and has not provided a guarantee of the Credit Agreement.

Simply Good Foods USA, Inc., is the administrative borrower and certain other subsidiary holding companies are co-borrowers under the Credit Agreement.

Each of the Company’s domestic subsidiaries that is not a named borrower under the Credit Agreement has provided a guarantee on a secured basis.

Each of the Company’s domestic subsidiaries that are not a named borrower under the Credit Agreement has

provided a guarantee on a secured basis.

As security for the payment or performance of the debt under the Credit Agreement, the borrowers and the guarantors have pledged certain equity interests in their respective subsidiaries and granted the lenders a security interest in substantially all of their domestic assets.

4 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 May 31, 2025, and August 31, 2024, respectively.

The Company was in compliance with all covenants as of November 29, 2025, and August 30, 2025, respectively.

Long-term debt consists of the following:

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

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

(In thousands) November 29, 2025 August 30, 2025

Term Facility (effective rate of 5.9% at November 29, 2025)

$ 400,000 $ 250,000

1 unchanged sentence

Long-term debt, net of deferred financing fees $ 396,744 $ 249,066

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 Company is no t required to make principal payments on the Term Facility over the twelve months following the period ended November 29, 2025.

The outstanding balance of the Term Facility is due upon its maturity in March 2030.

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

As of November 29, 2025, the Company had letters of credit in the amount of $ 0.8 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 May 31, 2025.

No amounts were drawn against these letters of credit as of November 29, 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 May 31, 2025, and August 31, 2024, the book value of the Company’s debt approximated fair value.

As of November 29, 2025, and August 30, 2025, 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 May 31, 2025.

Components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of November 29, 2025.

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

Thirty-Nine Weeks Ended

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

Thirteen Weeks Ended

(In thousands) November 29, 2025 November 30, 2024

Income before income taxes $ 33,816 $ 47,675

1 unchanged sentence

Effective tax rate 25.3 % 20.0 %

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 Thirty-Nine Weeks Ended

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

The effective tax rate for the thirteen weeks ended November 29, 2025 was 5.3 % higher than the effective tax rate for the thirteen weeks ended November 30, 2024, which was primarily due to the absence of excess tax benefits from stock option exercises recognized in the prior-year period.

The Company generally leases office space and distribution centers in the United States through operating lease agreements.

As of the thirteen weeks ended November 29, 2025, the Company had no finance lease agreements.

Our leases have remaining lease terms up to 7 years and most include an option to renew for additional terms.

The Company’s lease costs recognized in the Consolidated Statement of Operations consist of the following:

Thirteen Weeks Ended

(In thousands) Statements of Operations Caption November 29, 2025 November 30, 2024

Operating lease cost:

3 unchanged sentences

Total operating lease cost 3,578 3,067

Finance lease cost:

Amortization of right-of-use assets Cost of goods sold — 18 — 123

Interest on lease liabilities Interest expense — — — 2

Total finance lease cost — 18 — 125

Total lease cost $ 3,578 $ 3,067

(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

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

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

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

(In thousands) Balance Sheets Caption November 29, 2025 August 30, 2025

Operating lease right-of-use assets Other long-term assets $ 42,638 $ 44,118

3 unchanged sentences

Total lease liabilities $ 54,342 $ 55,361

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

Future maturities of lease liabilities as of November 29, 2025, were as follows:

(In thousands) Operating Leases

5 unchanged sentences

Present value of lease liabilities $ 54,342

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

May 31, 2025 August 31, 2024

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

November 29, 2025 August 30, 2025

Weighted-average remaining lease term (in years)

2 unchanged sentences

Operating leases 6.0 % 6.0 %

Supplemental and other information related to leases was as follows:

Thirty-Nine Weeks Ended

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

Supplemental and other information related to operating leases was as follows:

Thirteen Weeks Ended

(In thousands) November 29, 2025 November 30, 2024

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases $ 2,566 $ 2,510

Operating cash flows from finance leases $ — $ 539

Financing cash flows from finance leases $ — $ 143

Commitments and Contingencies

4 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 May 31, 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 November 29, 2025, the Company will be required to make payments of $ 0.1 million over the next year.

Stockholders’ Equity

1 unchanged sentence

The Company adopted a $ 50.0 million stock repurchase program on November 13, 2018.

On April 13, 2022, and October 21, 2022, the Company announced that its Board of Directors had approved the addition of $ 50.0 million and $ 50.0 million, respectively, to its stock repurchase program, resulting in authorized stock repurchases of up to an aggregate of $ 150.0 million.

On April 13, 2022, October 21, 2022, and October 21, 2025, the Company announced that its Board of Directors had approved the addition of $ 50.0 million, $ 50.0 million, and $150.0 million, respectively, to its stock repurchase program, resulting in authorized stock repurchases of up to an aggregate of $ 300.0 million.

Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated transactions.

1 unchanged sentence

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

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.

During the thirteen weeks ended November 29, 2025, the Company repurchased 4,983,514 shares of common stock at an average price of $ 19.99 per share, inclusive of commissions and exclusive of accrued excise tax.

Inflation Reduction Act of 2022 requires a 1% excise tax on the net amount of share repurchases.

The Company did not repurchase any shares of common stock during the thirteen weeks ended November 30, 2024.

As of November 29, 2025, approximately $ 71.0 million remained available under the stock repurchase program.

In January 2026, the Company's Board of Directors approved a $200 million increase to its existing stock repurchase program.

Subsequent to the thirteen weeks ended November 29, 2025, and through January 6, 2026, the Company repurchased 2,430,028 shares of common stock at an average price of $19.34 per share, inclusive of commissions and exclusive of accrued excise tax.

As of January 6, 2026, the Company has approximately $224.0 million available under its revised 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 Thirty-Nine Weeks Ended

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

Thirteen Weeks Ended

(In thousands, except per share data) November 29, 2025 November 30, 2024

Basic earnings per share computation:

10 unchanged sentences

Diluted earnings per share from net income $ 0.26 $ 0.38

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.

Diluted earnings per share calculations for the thirteen weeks ended November 29, 2025, November 30, 2024, excluded 0.9 million and 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 weeks ended November 29, 2025, and November 30, 2024, excluded 0.4 million and an immaterial number of non-vested stock units that would have been anti-dilutive.

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 $ 4.0 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.

The Company recorded stock-based compensation expense of $ 3.1 million and $ 3.8 million in the thirteen weeks ended November 29, 2025, and November 30, 2024, respectively.

Stock Options

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

The following table summarizes stock option activity for the thirteen weeks ended November 29, 2025:

Shares underlying options Weighted average

1 unchanged sentence

Outstanding as of August 30, 2025 1,476,243 $ 25.44 4.61

Granted 34,035 36.49

Exercised ( 88,000 ) 12.00

Forfeited ( 928 ) 38.61

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.

Outstanding as of November 29, 2025 1,387,315 $ 26.28 4.49

Vested and expected to vest as of November 29, 2025 1,387,315 $ 26.28 4.49

Exercisable as of November 29, 2025 1,197,402 $ 24.62 3.98

As of November 29, 2025, the Company had $ 0.8 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 0.7 years.

During the thirteen weeks ended November 29, 2025, and November 30, 2024, the Company received $ 1.1 million and $ 10.0 million in cash from stock option exercises, respectively.

Restricted Stock Units

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

The following table summarizes restricted stock unit activity for the thirteen weeks ended November 29, 2025:

Units Weighted average

4 unchanged sentences

Forfeited ( 14,715 ) 35.32

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.

Non-vested as of November 29, 2025 908,289 $ 28.37

As of November 29, 2025, the Company had $ 20.5 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 2.2 years.

Performance Stock Units

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.

During the thirteen weeks ended November 29, 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 thirty-nine weeks ended May 31, 2025:

The following table summarizes performance stock unit activity for the thirteen weeks ended November 29, 2025:

Units Weighted average

4 unchanged sentences

Forfeited ( 17,977 ) 42.84

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

Non-vested as of November 29, 2025 493,913 $ 34.99

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:

Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024

Thirteen Weeks Ended Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Expected volatility 29.96 % 31.38 %

3 unchanged sentences

Fair value $ 22.22 $ 54.41

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.

As of November 29, 2025, the Company had $ 10.0 million of total unrecognized compensation cost related to performance stock units that will be recognized over an expected weighted average period of 2.4 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 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:

The SARs outstanding as of November 29, 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 thirteen weeks ended November 29, 2025:

Shares underlying SARs Weighted average

3 unchanged sentences

Forfeited — —

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;

Outstanding as of November 29, 2025 150,000 $ 37.67

Vested as of November 29, 2025 150,000 $ 37.67

Exercisable as of November 29, 2025 150,000 $ 37.67

The SARs outstanding as of the thirteen weeks ended November 29, 2025, are liability-classified;

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

Segment Information

The Company substantially completed its efforts to fully integrate its operations and organizational structure after the OWYN Acquisition.

The Company aligned the nature of its production processes and methods used to distribute products to customers and its organizational structure to support entity-wide business functions across brands, products, customers, and geographic regions.

As a result, as of the thirteen weeks ended November 29, 2025, the Company determined its operations are organized into one consolidated operating segment and reportable segment, represented by the Company’s consolidated financial statements.

Previously, as of November 30, 2024, the Company’s operations were organized into two operating segments, Quest and Atkins, and OWYN, which were aggregated into one reportable segment due to similar financial, economic and operating characteristics.

The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”).

The CODM regularly reviews consolidated segment performance including net sales, significant expenses, net income, Adjusted EBITDA, budget to actual variance analysis, as well as other key metrics.

The CODM uses net income as the measure of profitability to assess segment performance and allocate resources.

The accounting policies of the segment are the same as those described in Note 2, Summary of Significant Accounting Policies.

The following table summarizes our segment net sales, significant expenses, and net income for the thirteen weeks ended November 29, 2025, and November 30, 2024:

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Net sales $ 340,198 $ 341,268

Cost of goods sold 230,298 210,782

Operating expenses:

Selling and marketing 29,677 32,994

General and administrative 38,006 38,064

Depreciation and amortization 4,633 4,160

Business transaction costs — 643

Other income (expense) ( 3,768 ) ( 6,950 )

Income tax expense 8,547 9,553

Net income $ 25,269 $ 38,122

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