What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-08 compared with 2025-07-10 · 85 added, 145 removed, 159 unchanged (59% of the section changed)

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All rights are reserved.

The Simply Good Foods 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 we develop, market and sell 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.

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

To that end, in June 2024, we completed the acquisition of OWYN, a plant-based protein food company, for a cash purchase price of approximately $280.0 million (subject to customary adjustments).

For more information, please see “ Liquidity and Capital Resources-OWYN Acquisition ”.

The Simply Good Foods 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:

Quest for consumers seeking a variety of protein-rich foods and beverages that also limit sugars and simple carbohydrates, Atkins for those following a low-carbohydrate lifestyle or seeking to manage weight or blood sugar levels, and OWYN for consumers seeking protein-rich beverages that are plant-based and tested for the top nine allergens that also limit sugars and simple carbohydrates.

We distribute our products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, as well as through e-commerce, convenience, specialty, and other channels.

We distribute our products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, and through e-commerce, convenience, specialty, and other channels.

Our portfolio of nutritious snacking brands gives us a strong platform with which to introduce new products, expand distribution, and attract new consumers to our products.

The Simply Good Foods Company (“Simply Good Foods”) was formed in March 2017, to acquire NCP-ATK Holdings, Inc.

(“Atkins”), which was completed in July 2017.

As part of Simply Good Foods’ strategy to become an industry leading snacking platform, we acquired Quest Nutrition, LLC (“Quest”) in November 2019 and we acquired Only What You Need, Inc in June 2024.

We refer to the acquisition of Quest Nutrition, LLC as the “Quest Acquisition” and the acquisition of Only What You Need, Inc.

as the “OWYN Acquisition”.

Business Trends

During the thirteen and thirty-nine weeks ended May 31, 2025, our business performance improved principally due to the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins.

We expect fiscal year 2025 organic sales growth to be driven primarily by volume and have strong advertising and marketing plans in place, as well as innovation, merchandising and promotions that we believe should enable us to achieve our objectives.

During the thirteen weeks ended November 29, 2025, our results of operations were primarily driven by continued distribution-related declines for Atkins and modest declines for OWYN, which were partially offset by Quest volume-driven growth.

In recent periods, retail distribution for the Atkins brand has been under pressure.

The Atkins brand has had, and continues to have, a large retail presence on-shelf, which is being reduced in the current fiscal year and could be reduced in future periods.

In response, during the current fiscal year, we are taking actions to bolster the highest performing Atkins products and simultaneously working with retailers to replace lower performing Atkins products with higher performing Quest and OWYN products.

The Company’s gross margin was affected by the unfavorable effects of higher commodity expenses and tariffs compared to the prior year, with productivity a modest offset in the quarter.

Margins are expected to remain under pressure until the Company realizes the benefits expected from recently implemented pricing actions, productivity initiatives and other mitigating actions, which are expected to build as the fiscal year progresses.

We continue to monitor macroeconomic trends and uncertainties such as consumer and economic uncertainty, key ingredient inflation, supply chain challenges, and the effects of tariffs, which may have adverse effects on net sales and profitability.

Based on analysis of the potential effects of these factors, our net sales and profitability are in line with expectations for fiscal year 2025.

We are continuing to evaluate these factors and our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts for fiscal year 2026.

continuing to evaluate these factors and our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts.

Economic pressures on customers and consumers, including the challenges of high inflation and the effects of tariffs, may negatively affect our net sales and profitability in the future.

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• General and administrative.

General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support our business, including employee compensation, employee stock-based compensation, professional services, executive transition costs, integration costs, restructuring costs, insurance and other general corporate expenses.

General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support our business, including employee compensation, stock-based compensation, professional services, executive transition costs, integration expense, restructuring costs, insurance and other general corporate expenses.

• Depreciation and amortization.

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Results of Operations

During the thirteen weeks ended May 31, 2025, our net sales increased 13.8% to $381.0 million compared to $334.8 million for the thirteen weeks ended May 25, 2024, driven primarily by the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins.

Gross profit increased during the quarter, driven by higher sales volumes, while gross margin decreased 350 basis points primarily as a result of unfavorable commodity expenses compared to the prior year period and the inclusion of OWYN.

We expect to see continued growth during fiscal year 2025 by building on our existing capabilities and strengthening the position of our brands in the marketplace.

We will continue to invest in our business and improve our operating efficiencies as well as continuing the integration of OWYN.

During the thirteen weeks ended November 29, 2025, our net sales decreased 0.3% to $340.2 million compared to $341.3 million for the thirteen weeks ended November 30, 2024, driven by distribution-related declines for Atkins and modest declines for OWYN, which were partially offset by Quest volume-driven growth.

Gross profit decreased and gross profit margin decreased 590 basis points, primarily as a result of unfavorable commodity expenses and tariffs compared to the prior period.

We expect to continue building on our existing capabilities and strengthening the position of our brands in the marketplace, and will continue to invest in our business and improve our operating efficiencies.

In assessing the performance of our business, we consider a number of key performance indicators used by management and typically used by our competitors, including the non-GAAP measures EBITDA and Adjusted EBITDA.

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See “ Reconciliation of EBITDA and Adjusted EBITDA ” below for a reconciliation of EBITDA and Adjusted EBITDA to net income for each applicable period.

Comparison of Unaudited Results for the Thirteen Weeks Ended May 31, 2025, and the Thirteen Weeks Ended May 25, 2024

Comparison of Unaudited Results for the Thirteen Weeks Ended November 29, 2025, and the Thirteen Weeks Ended November 30, 2024

The following unaudited table presents, for the periods indicated, selected information from our Consolidated Statements of Operations and Comprehensive Income, including information presented as a percentage of net sales:

Thirteen Weeks Ended Thirteen Weeks Ended

(In thousands) May 31, 2025 % of Net Sales May 25, 2024 % of Net Sales

Net sales $ 380,956 100.0 % $ 334,757 100.0 %

Cost of goods sold 242,437 63.6 % 201,131 60.1 %

Gross profit 138,519 36.4 % 133,626 39.9 %

Operating expenses:

Selling and marketing 33,799 8.9 % 36,464 10.9 %

General and administrative 41,229 10.8 % 31,543 9.4 %

Depreciation and amortization 4,171 1.1 % 4,142 1.2 %

Business transaction costs — — % 2,703 0.8 %

Total operating expenses 79,199 20.8 % 74,852 22.4 %

Income from operations 59,320 15.6 % 58,774 17.6 %

Other income (expense):

Interest income 673 0.2 % 881 0.3 %

Interest expense (4,900) (1.3) % (5,028) (1.5) %

Loss on foreign currency transactions (337) (0.1) % (12) — %

Other income (14) — % 102 — %

Total other income (expense) (4,578) (1.2) % (4,057) (1.2) %

Income before income taxes 54,742 14.4 % 54,717 16.3 %

Income tax expense 13,640 3.6 % 13,383 4.0 %

Net income $ 41,102 10.8 % $ 41,334 12.3 %

Other financial data:

Adjusted EBITDA (1)

$ 73,854 19.4 % $ 71,874 21.5 %

(1) Adjusted EBITDA is a non-GAAP financial metric.

See “Reconciliation of EBITDA and Adjusted EBITDA” below for a reconciliation of net income to EBITDA and Adjusted EBITDA for each applicable period.

Net sales were $381.0 million for the thirteen weeks ended May 31, 2025, compared to $334.8 million for the thirteen weeks ended May 25, 2024, representing an increase of $46.2 million, or 13.8%, driven primarily by the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins.

North America net sales increased 14.3% in the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, and International net sales decreased $0.7 million during the same period.

Cost of goods sold .

Cost of goods sold increased $41.3 million, or 20.5%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024.

The cost of goods sold increase was driven by higher sales volumes, primarily as a result of the OWYN Acquisition and growth for Quest, and higher ingredient and packaging costs compared to the prior year period.

Gross profit.

Gross profit increased $4.9 million, or 3.7%, to $138.5 million for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024.

Gross profit margin was 36.4% of net sales for the thirteen weeks ended May 31, 2025, a decrease of 350 basis points from 39.9% of net sales for the thirteen weeks ended May 25, 2024.

The decrease in gross profit margin was primarily driven by unfavorable commodity expenses compared to the prior year period and lower gross profit margins of the OWYN business.

Operating expenses .

Operating expenses increased $4.3 million, or 5.8%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, due to the following:

• Selling and marketing.

Selling and marketing expenses decreased $2.7 million, or 7.3%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, driven primarily by a decrease in marketing spend on the legacy business and partially offset by the OWYN Acquisition.

• General and administrative.

General and administrative expenses increased $9.7 million, or 30.7%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024.

The increase in general and administrative expenses was driven by an increase of $5.2 million in integration costs and $3.2 million in employee-related costs primarily attributable to OWYN, and higher corporate expenses.

• Depreciation and amortization.

Depreciation and amortization expense was $4.2 million for the thirteen weeks ended May 31, 2025, and $4.1 million for the thirteen weeks ended May 25, 2024, respectively.

• Business transaction costs.

Business transaction costs were zero for the thirteen weeks ended May 31, 2025, compared to $2.7 million for the thirteen weeks ended May 25, 2024, and were comprised of expenses related to the OWYN Acquisition.

Interest income.

Interest income decreased $0.2 million for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024.

Interest expense .

Interest expense decreased $0.1 million for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, primarily due to principal payments reducing the outstanding balance of the Term Facility (as defined below) to $250.0 million subsequent to the incremental borrowing associated with the OWYN Acquisition on June 13, 2024.

Loss on foreign currency transactions.

Foreign currency transactions resulted in a $0.3 million loss and an immaterial loss for the thirteen weeks ended May 31, 2025, and May 25, 2024, respectively.

The variance is attributable to changes in foreign currency rates related to our international operations.

Income tax expense.

Income tax expense was $13.6 million for the thirteen weeks ended May 31, 2025, compared to $13.4 million during the thirteen weeks ended May 25, 2024.

The increase in our income tax expense was primarily driven by changes in permanent differences.

Net income was $41.1 million for the thirteen weeks ended May 31, 2025, a decrease of $0.2 million, compared to net income of $41.3 million for the thirteen weeks ended May 25, 2024.

Net income was benefited by higher income from operations and was offset by higher other expense and income tax expense.

Adjusted EBITDA.

Adjusted EBITDA increased $2.0 million, or 2.8%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, driven primarily by higher gross profit.

For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.

Comparison of Unaudited Results for the Thirty-Nine Weeks Ended May 31, 2025, and the Thirty-Nine Weeks Ended May 25, 2024

Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended

(In thousands) May 31, 2025 % of Net Sales May 25, 2024 % of Net Sales

(In thousands) November 29, 2025 % of Net Sales November 30, 2024 % of Net Sales

Net sales $ 340,198 100.0 % $ 341,268 100.0 %

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See “Reconciliation of EBITDA and Adjusted EBITDA” below for a reconciliation of net income to EBITDA and Adjusted EBITDA for each applicable period.

Net sales were $1,081.9 million for the thirty-nine weeks ended May 31, 2025, compared to $955.6 million for the thirty-nine weeks ended May 25, 2024, representing an increase of $126.2 million, or 13.2%, driven primarily by the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins.

North America net sales increased 13.7% in the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, and International net sales decreased $1.6 million during the same period.

Net sales were $340.2 million for the thirteen weeks ended November 29, 2025, compared to $341.3 million for the thirteen weeks ended November 30, 2024, representing an decrease of $1.1 million, or 0.3%, driven by distribution-related declines for Atkins and modest declines for OWYN, which were partially offset by Quest volume-driven growth.

Cost of goods sold .

Cost of goods sold increased $92.7 million, or 15.7%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024.

The cost of goods sold increase was driven by higher sales volumes, primarily as a result of the OWYN Acquisition and growth for Quest, and the effect of the non-cash $1.4 million inventory step-up charge related to the OWYN Acquisition, which were partially offset by lower ingredient and packaging costs compared to the prior year to date period.

Cost of goods sold increased $19.5 million, or 9.3%, for the thirteen weeks ended November 29, 2025, compared to the thirteen weeks ended November 30, 2024.

The cost of goods sold increase was driven primarily by higher ingredient and packaging costs compared to the prior year period.

Gross profit.

Gross profit increased $33.5 million, or 9.2%, to $399.1 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024.

Gross profit margin was 36.9% of net sales for the thirty-nine weeks ended May 31, 2025, a decrease of 140 basis points from 38.3% of net sales for the thirty-nine weeks ended May 25, 2024.

The decrease in gross profit margin was primarily driven by lower gross profit margins of the OWYN business, partially offset by favorable commodity expenses compared to the prior year to date period, and is inclusive of the non-cash $1.4 million inventory step-up charge related to the OWYN Acquisition.

Gross profit decreased $20.6 million, or 15.8%, to $109.9 million for the thirteen weeks ended November 29, 2025, compared to the thirteen weeks ended November 30, 2024.

Gross profit margin was 32.3% of net sales for the thirteen weeks ended November 29, 2025, a decrease of 590 basis points from 38.2% of net sales for the thirteen weeks ended November 30, 2024.

The decrease in gross profit margin was primarily driven by unfavorable commodity expenses compared to the prior year period and lower gross profit margins of the OWYN business.

Operating expenses .

Operating expenses increased $23.5 million, or 11.4%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, due to the following:

Operating expenses decreased $3.5 million, or 4.7%, for the thirteen weeks ended November 29, 2025, compared to the thirteen weeks ended November 30, 2024, due to the following:

• Selling and marketing.

Selling and marketing expenses decreased $1.2 million, or 1.2%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, driven primarily by a decrease in marketing spend on the legacy business and partially offset by the OWYN Acquisition.

Selling and marketing expenses decreased $3.3 million, or 10.1%, for the thirteen weeks ended November 29, 2025, compared to the thirteen weeks ended November 30, 2024.

The decrease was primarily related to a planned decrease in Atkins marketing spend partially offset by increases for Quest and OWYN.

• General and administrative.

General and administrative expenses increased $26.9 million, or 30.4%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024.

The increase in general and administrative expense was driven by an increase of $12.1 million in integration costs and $9.2 million in employee-related costs primarily attributable to OWYN, and higher corporate expenses.

General and administrative expenses decreased $0.1 million, or 0.2%, for the thirteen weeks ended

November 29, 2025, compared to the thirteen weeks ended November 30, 2024.

The decrease was primarily attributable to a decrease of $1.7 million in integration expenses related to the OWYN Acquisition, a decrease of $0.8 million in stock based compensation, and a decrease of $0.2 million in employee-related costs, partially offset by an increase of $2.8 million in term loan transaction fees related to the 2026 Incremental Facility Amendment.

• Depreciation and amortization.

Depreciation and amortization expense was $12.5 million and $12.7 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, respectively.

Depreciation and amortization expense was $4.6 million for the thirteen weeks ended November 29, 2025, and $4.2 million for the thirteen weeks ended November 30, 2024, respectively.

• Business transaction costs.

Business transaction costs were $0.8 million for the thirty-nine weeks ended May 31, 2025, compared to $2.7 million for the thirty-nine weeks ended May 25, 2024, and were comprised of expenses related to the OWYN Acquisition.

Business transaction costs were zero for the thirteen weeks ended November 29, 2025, compared to $0.6 million for the thirteen weeks ended November 30, 2024, and were comprised of expenses related to the OWYN Acquisition.

Interest income.

Interest income decreased by $0.7 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, due to lower cash balances and the decrease of interest rates.

Interest income of $0.5 million decreased $0.3 million for the thirteen weeks ended November 29, 2025, compared to the thirteen weeks ended November 30, 2024.

Interest expense .

Interest expense increased $2.4 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, primarily due to the effect of the incremental borrowing associated with the OWYN Acquisition on June 13, 2024, and principal payments reducing the outstanding balance of the Term Facility (as defined below) to $250.0 million subsequent to the borrowing as of May 31, 2025.

Interest expense of $4.3 million decreased $3.6 million for the thirteen weeks ended November 29, 2025, compared to the thirteen weeks ended November 30, 2024, primarily due to the effect of principal payments reducing the outstanding balance of the Term Facility (as defined below), prior to the incremental borrowing on November 19, 2025, which increased the outstanding balance to $400.0 million as of the thirteen weeks ended November 29, 2025.

(Loss) gain on foreign currency transactions.

Foreign currency transactions resulted in a $0.3 million loss and a $0.2 million gain for the thirty-nine weeks ended May 31, 2025, and May 25, 2024, respectively.

The variance is attributable to changes in foreign currency rates related to our international operations.

Foreign currency transactions resulted in a $0.1 million loss for the thirteen weeks ended November 29, 2025, and a $0.1 million gain for the thirteen weeks ended November 30, 2024.

Income tax expense.

Income tax expense was $35.4 million for the thirty-nine weeks ended May 31, 2025, compared to $35.2 million during the thirty-nine weeks ended May 25, 2024.

The increase in our income tax expense was primarily driven by higher income from operations and changes in permanent differences.

Net income was $116.0 million for the thirty-nine weeks ended May 31, 2025, an increase of $6.0 million compared to net income of $110.0 million for the thirty-nine weeks ended May 25, 2024.

Net income was benefited by higher gross profit and income from operations and was partially offset by higher interest expense.

Income tax expense was $8.5 million for the thirteen weeks ended November 29, 2025, compared to $9.6 million during the thirteen weeks ended November 30, 2024.

The decrease in our income tax expense was primarily driven by a decrease in income before taxes.

Net income was $25.3 million for the thirteen weeks ended November 29, 2025, a decrease of $12.9 million, compared to net income of $38.1 million for the thirteen weeks ended November 30, 2024.

Net income was affected by lower income from operations, partially offset by lower other expense and income tax expense.

Adjusted EBITDA.

Adjusted EBITDA increased $20.2 million, or 10.6% for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, driven primarily by higher gross profit.

Adjusted EBITDA decreased $14.4 million, or 20.6%, for the thirteen weeks ended November 29, 2025, compared to the thirteen weeks ended November 30, 2024, driven primarily by lower gross profit.

For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.

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The Company defines EBITDA as net income or loss before interest income, interest expense, income tax expense, depreciation and amortization, and Adjusted EBITDA as further adjusted to exclude the following items:

stock-based compensation expense, executive transition costs, business transaction costs, purchase price accounting inventory step-up, integration costs, term loan transaction fees, and other non-core expenses.

stock-based compensation expense, business transaction costs, purchase price accounting inventory step-up, integration expenses, term loan transaction fees, and other non-core expenses.

The Company believes that EBITDA and Adjusted EBITDA, when used in conjunction with net income, are useful to provide additional information to investors.

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EBITDA and Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in the non-GAAP calculation.

The following unaudited table provides a reconciliation of EBITDA and Adjusted EBITDA to its most directly comparable GAAP measure, which is net income, for the thirteen and thirty-nine weeks ended May 31, 2025, and May 25, 2024:

(In thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended

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

The following unaudited table provides a reconciliation of EBITDA and Adjusted EBITDA to its most directly comparable GAAP measure, which is net income, for the thirteen weeks ended November 29, 2025, and November 30, 2024:

(In thousands) Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Net income $ 25,269 $ 38,122

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Stock-based compensation expense 3,083 3,844

Executive transition costs — 355 — 721

Business transaction costs — 643

Inventory step-up — 974

Integration of OWYN 5,226 — 12,112 —

Integration expense 5,918 4,931

Term loan transaction fees 2,828 —

287 400 221 199

Adjusted EBITDA $ 55,624 $ 70,068

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Our principal uses of cash have been working capital, debt service, repurchases of our common stock, and acquisition opportunities.

We had $98.0 million in cash as of May 31, 2025.

We had $194.1 million in cash as of November 29, 2025.

We believe our sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next twelve months.

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We make no assurance that we can issue and sell such securities on acceptable terms or at all.

Our material future cash requirements from contractual and other obligations relate primarily to our principal and interest payments for our Term Facility, as defined and discussed below, and our operating and finance leases.

Refer to Note 5, Long-Term Debt and Line of Credit, and Note 8, Leases, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to the expected timing and amount of payments related to our contractual and other obligations.

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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.

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

We were in compliance with all covenants as of May 31, 2025, and August 31, 2024, respectively.

At May 31, 2025, the outstanding balance of the Term Facility was $250.0 million.

We are not required to make principal payments on the Term Facility over the twelve months following the period ended May 31, 2025.

We were in compliance with all covenants as of November 29, 2025, and August 30, 2025, respectively.

At November 29, 2025, the outstanding balance of the Term Facility was $400.0 million.

We are not 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, there were no amounts drawn against the Revolving Credit Facility.

OWYN Acquisition

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.

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.

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, 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 associated with the OWYN Acquisition 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.

As of November 29, 2025, there were no amounts drawn against the Revolving Credit Facility.

Stock Repurchase Program

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.

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 for repurchases under our $150.0 million stock repurchase program.

On October 21, 2025, the Company’s Board of Directors approved the addition of $150.0 million to our stock repurchase program, resulting in authorized stock repurchases of up to an aggregate amount of $300.0 million.

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 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 for repurchases under our $300.0 million stock repurchase program.

Refer to Note 10, Stockholders’ Equity, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to our 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 of 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.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

Thirty-Nine Weeks Ended

May 31, 2025 May 25, 2024

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Net cash provided by operating activities

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$ (2,096) $ (669)

Net cash used in financing activities

Net cash provided by (used in) financing activities

$ 47,619 $ (42,331)

Operating activities.

Our net cash provided by operating activities decreased $33.7 million to $133.1 million for the thirty-nine weeks ended May 31, 2025, compared to $166.8 million for the thirty-nine weeks ended May 25, 2024.

The decrease in cash provided by operating activities was primarily attributable to changes in working capital for the thirty-nine weeks ended May 31, 2025, as compared to the thirty-nine weeks ended May 25, 2024.

Changes in working capital, comprised of changes in accounts receivable, net, inventories, prepaid expenses, other current assets, accounts payable, accrued interest, accrued expenses and other current liabilities, and other assets and liabilities, were driven by the timing of payments and receipts, the OWYN Acquisition and the building of inventory, which consumed cash of $29.9 million in the thirty-nine weeks ended May 31, 2025, compared to $6.8 million of cash provided in the thirty-nine weeks ended May 25, 2024, a difference of $36.7 million.

Income from operations increased by $10.0 million to $168.7 million for the thirty-nine weeks ended May 31, 2025, as compared to $158.7 million for the thirty-nine weeks ended May 25, 2024.

Additionally, cash paid for interest was $18.0 million in the thirty-nine weeks ended May 31, 2025, which was an increase of $2.0 million as compared to the $16.0 million paid for interest in the thirty-nine weeks ended May 25, 2024.

Our net cash provided by operating activities increased $18.1 million to $50.1 million for the thirteen weeks ended November 29, 2025, compared to $32.0 million for the thirteen weeks ended November 30, 2024.

The increase in cash provided by operating activities was primarily attributable to changes in working capital for the thirteen weeks ended November 29, 2025, as compared to the thirteen weeks ended November 30, 2024.

Changes in working capital, comprised of changes in accounts receivable, net, inventories, prepaid expenses, other current assets, accounts payable, accrued interest, accrued expenses and other current liabilities, and other assets and liabilities, were driven by the timing of payments and receipts, which provided cash of $10.6 million in the thirteen weeks ended November 29, 2025, compared to $20.8 million of cash used in the thirteen weeks ended November 30, 2024, a difference of $31.4 million.

Income from operations decreased by $17.0 million to $37.6 million for the thirteen weeks ended November 29, 2025, as compared to $54.6 million for the thirteen weeks ended November 30, 2024.

Additionally, cash paid for interest was $4.1 million in the thirteen weeks ended November 29, 2025, which was a decrease of $3.4 million as compared to the $7.5 million paid for interest in the thirteen weeks ended November 30, 2024.

Investing activities .

Our net cash used in investing activities was $2.2 million for the thirty-nine weeks ended May 31, 2025, compared to $2.3 million for the thirty-nine weeks ended May 25, 2024.

Our net cash used in investing activities for the thirty-nine weeks ended May 31, 2025, was primarily comprised of $2.5 million of purchases of property and equipment and $1.4 million of investments in intangible and other assets, and was offset by $1.7 million of cash proceeds received from escrow related to net working capital adjustments related to the OWYN Acquisition.

The $2.3 million of net cash used in investing activities for the thirty-nine weeks ended May 25, 2024, was primarily comprised of $1.8 million of purchases of property and equipment.

Our net cash used in investing activities was $2.1 million for the thirteen weeks ended November 29, 2025, compared to $0.7 million for the thirteen weeks ended November 30, 2024.

Our net cash used in investing activities for the thirteen weeks ended November 29, 2025, was primarily comprised of $2.1 million of purchases of property and equipment.

The $0.7 million of net cash used in investing activities for the thirteen weeks ended November 30, 2024, was primarily comprised of $0.3 million of purchases of property and equipment and $0.4 million of investments in intangible and other assets.

Financing activities .

Our net cash used in financing activities was $165.2 million for the thirty-nine weeks ended May 31, 2025, compared to $43.6 million for the thirty-nine weeks ended May 25, 2024.

Net cash used in financing activities for the thirty-nine weeks ended May 31, 2025, primarily consisted of $150.0 million in principal payments on the Term Facility, $24.3 million in repurchases of common stock, and $2.8 million in tax payments related to the issuance of restricted stock units and performance stock units, partially offset by $12.0 million of cash proceeds received from option exercises.

Net cash used in financing activities for the thirty-nine weeks ended May 25, 2024, primarily consisted of $45.0 million in principal payments on the Term Facility, and $4.8 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $2.1 million of cash received on repayment of a note receivable and $4.3 million of cash proceeds received from option exercises.

Our net cash provided by financing activities was $47.6 million for the thirteen weeks ended November 29, 2025, compared to $42.3 million of cash used in financing activities for the thirteen weeks ended November 30, 2024.

Net cash provided by financing activities for the thirteen weeks ended November 29, 2025, primarily consisted of $150.0 million in proceeds from issuance of long-term debt and $1.1 million of cash proceeds received from option exercises, partially offset by $99.6 million in repurchases of common stock, inclusive of commissions and exclusive of accrued excise tax, and $1.2 million in tax payments related to the issuance of restricted stock units and performance stock units.

Net cash used in financing activities for the thirteen weeks ended November 30, 2024, primarily consisted of $50.0 million in principal payments on the Term Facility, and $2.3 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $10.0 million of cash proceeds received from option exercises.

New Accounting Pronouncements

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Quantitative and Qualitative Disclosures about Market Risk

There were no material changes in our market risk exposure during the thirteen-week period ended May 31, 2025.

There were no material changes in our market risk exposure during the thirteen-week period ended November 29, 2025.

For a discussion of our market risks, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report.

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 2. Management’s Discussion and Analysis