What changed in this filing

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Item 1. Financial Statements

2026-04-09 compared with 2026-01-08 · 166 added, 110 removed, 395 unchanged (41% of the section changed)

3 unchanged sentences

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

November 29, 2025 August 30, 2025

February 28, 2026 August 30, 2025

Current assets:

25 unchanged sentences

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

Common stock, $0.01 par value, 600,000,000 shares authorized, 103,940,255 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 )

Common stock, $0.01 par value, 600,000,000 shares authorized, 104,033,175 and 103,688,071 shares issued at February 28, 2026, and August 30, 2025, respectively 1,040 1,037

Treasury stock, 13,548,075 shares and 3,957,571 shares at cost at February 28, 2026, and August 30, 2025, respectively ( 319,397 ) ( 129,337 )

Additional paid-in-capital 1,353,320 1,346,687

5 unchanged sentences

The Simply Good Foods Company and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Operations and Comprehensive Income (Loss)

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

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Thirteen Weeks Ended Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025 February 28, 2026 March 1, 2025

Net sales $ 326,013 $ 359,655 $ 666,211 $ 700,923

6 unchanged sentences

Business transaction costs — 177 — 820

Loss on impairment 249,000 — 249,000 —

Total operating expenses 316,351 75,416 388,667 151,277

Income from operations 37,584 54,625

(Loss) income from operations ( 213,318 ) 54,721 ( 175,734 ) 109,346

Other income (expense):

1 unchanged sentence

Interest expense ( 5,833 ) ( 6,338 ) ( 10,119 ) ( 14,199 )

(Loss) gain on foreign currency transactions ( 57 ) 120

Gain (loss) on foreign currency transactions 190 ( 125 ) 133 ( 5 )

Other income 60 19 136 34

Total other income (expense) ( 3,768 ) ( 6,950 )

Income before income taxes 33,816 47,675

Income tax expense 8,547 9,553

Net income $ 25,269 $ 38,122

Total other (expense) ( 4,703 ) ( 5,743 ) ( 8,471 ) ( 12,693 )

(Loss) income before income taxes ( 218,021 ) 48,978 ( 184,205 ) 96,653

Income tax (benefit) expense ( 58,323 ) 12,231 ( 49,776 ) 21,784

Net (loss) income $ ( 159,698 ) $ 36,747 $ ( 134,429 ) $ 74,869

Other comprehensive income:

Foreign currency translation, net of reclassification adjustments 1,067 ( 426 ) 845 ( 813 )

Comprehensive income $ 25,047 $ 37,735

Earnings per share from net income:

Comprehensive (loss) income $ ( 158,631 ) $ 36,321 $ ( 133,584 ) $ 74,056

(Loss) earnings per share from net (loss) income:

Basic $ ( 1.73 ) $ 0.36 $ ( 1.41 ) $ 0.74

7 unchanged sentences

(Unaudited, dollars in thousands)

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025

Operating activities

Net (loss) income

$ ( 134,429 ) $ 74,869

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

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

Depreciation and amortization 12,069 10,135

1 unchanged sentence

Stock compensation expense 7,627 8,792

Loss on impairment 249,000

Estimated credit losses 65 101

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

Unrealized (gain) loss on foreign currency transactions ( 133 ) 5

Deferred income taxes ( 59,462 ) 6,440

14 unchanged sentences

Purchases of property and equipment ( 7,633 ) ( 802 )

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

Investments in intangible and other assets — ( 911 )

Net cash used in investing activities

( 2,096 ) ( 669 )

Financing activities

5 unchanged sentences

Deferred financing costs

Net cash provided by (used in) financing activities

Net cash used in financing activities

( 41,804 ) ( 92,386 )

5 unchanged sentences

$ 107,444 $ 103,682

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025

Supplemental disclosures of cash flow information

2 unchanged sentences

Cash paid for taxes

$ 13,244 $ 19,122

Non-cash investing and financing transactions

16 unchanged sentences

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 (loss) income — — — — — ( 159,698 ) — ( 159,698 )

Stock-based compensation — — — — 4,544 — — 4,544

Foreign currency translation adjustments — — — — — — 1,067 1,067

Repurchase of common stock — — 4,606,990 ( 89,371 ) — — — ( 89,371 )

Shares issued upon vesting of restricted stock units 92,920 1 — — ( 834 ) — — ( 833 )

Balance at February 28, 2026 104,033,175 $ 1,040 13,548,075 $ ( 319,397 ) $ 1,353,320 $ 456,450 $ ( 1,588 ) $ 1,489,825

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

7 unchanged sentences

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

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

See accompanying notes to the unaudited consolidated financial statements.

35 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.

12 unchanged sentences

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

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”), which improves the navigability of required interim disclosures, clarifies interim disclosure requirements, and requires entities to disclose events since the end of the last annual reporting period that have had a material effect on the entity.

The amendments are effective for interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments can be applied either (1) prospectively, or (2) retrospectively to any or all 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.

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.

2 unchanged sentences

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

Thirteen Weeks Ended

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

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands) February 28, 2026 March 1, 2025 February 28, 2026 March 1, 2025

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 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.

Charges related to credit losses on accounts receivable from transactions with external customers were immaterial and $ 0.1 million for the thirteen and twenty-six weeks ended February 28, 2026, respectively.

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

As of both February 28, 2026, and August 30, 2025, the allowance for credit losses related to accounts receivable were $ 0.9 million.

Goodwill and Intangibles

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.

As of February 28, 2026, and August 30, 2025, Goodwill in the Consolidated Balance Sheets was $ 590.0 million.

As a result of the sustained decline in the Company’s share price, declines in the Company’s market capitalization, and updated future revenue projections assessed during the second quarter of fiscal year 2026, the Company identified a triggering event indicating that it was more likely than not that the fair value of the goodwill reporting unit was less than its carrying amount.

The Company conducted a quantitative interim goodwill assessment as of the last day of its second quarter, February 28, 2026, utilizing a weighted combination of the discounted cash flow method under the income approach and the guideline public company method under the market approach to estimate the fair value of the equity of the Company.

Based on testing, the fair value was greater than its carrying value, resulting in no impairment charges related to goodwill during the thirteen and twenty-six weeks ended February 28, 2026, or since the inception of the Company.

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

November 29, 2025

February 28, 2026

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

17 unchanged sentences

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

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.

Changes in Intangible assets, net during the twenty-six weeks ended February 28, 2026, were primarily related to the impairment of both the OWYN and Atkins brands and trademarks indefinite-lived intangible assets, and recurring amortization expense.

Amortization expense related to intangible assets was $ 3.9 million and $ 7.8 million for the thirteen and twenty-six weeks ended February 28, 2026.

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

There were no impairment charges related to its finite-lived intangible assets during the twenty-six weeks ended February 28, 2026, and March 1, 2025.

As a result of the declines of net sales and future revenue projections assessed during the second quarter of fiscal year 2026, the Company identified a triggering event indicating that it was more likely than not that the fair value of both the OWYN and Atkins brands and trademarks indefinite-lived intangible assets were less than their respective carrying amounts.

The Company conducted a quantitative assessment as of the last day of its second quarter, February 28, 2026, utilizing an income approach to estimate the fair value of the intangible assets.

Based on testing, the respective assets carrying values exceeded their fair values, resulting in a loss on impairment of $ 187.0 million for OWYN and $ 62.0 million for Atkins during the thirteen weeks ended February 28, 2026.

There were no impairment charges related to the Company’s indefinite-lived intangible assets during the twenty-six weeks ended March 1, 2025.

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.

34 unchanged sentences

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 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.

In connection with the closing of the 2026 Incremental Facility Amendment, the Company expensed $ 2.7 million of non-deferrable third-party costs through General and administrative within the Consolidated Statements of Operations and Comprehensive Income (Loss) 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 are 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 November 29, 2025, and August 30, 2025, respectively.

The Company was in compliance with all covenants as of February 28, 2026, and August 30, 2025, respectively.

Long-term debt consists of the following:

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

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

(In thousands) February 28, 2026 August 30, 2025

Term Facility (effective rate of 5.7% at February 28, 2026)

$ 400,000 $ 250,000

1 unchanged sentence

Long-term debt, net of deferred financing fees $ 396,866 $ 249,066

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 Company is no t required to make principal payments on the Term Facility over the twelve months following the period ended February 28, 2026.

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

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

As of February 28, 2026, 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 November 29, 2025.

No amounts were drawn against these letters of credit as of February 28, 2026.

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 November 29, 2025, and August 30, 2025, the book value of the Company’s debt approximated fair value.

As of February 28, 2026, 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 November 29, 2025.

Components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of February 28, 2026.

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

Thirteen Weeks Ended

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

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

Provision for income taxes $ 8,547 $ 9,553

Twenty-Six Weeks Ended

(In thousands) February 28, 2026 March 1, 2025

(Loss) income before income taxes $ ( 184,205 ) $ 96,653

(Benefit) provision for income taxes $ ( 49,776 ) $ 21,784

Effective tax rate 27.0 % 22.5 %

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 effective tax rate for the twenty-six weeks ended February 28, 2026 was 4.5 % higher than the effective tax rate for the twenty-six weeks ended March 1, 2025, which was primarily due to the absence of excess tax benefits from stock option exercises recognized in the prior-year period and a tax benefit related to the wind-down of operations at the Company’s legacy Canadian subsidiary.

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.

As of February 28, 2026, 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

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands) Statements of Operations Caption February 28, 2026 March 1, 2025 February 28, 2026 March 1, 2025

Operating lease cost:

6 unchanged sentences

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

(In thousands) Balance Sheets Caption February 28, 2026 August 30, 2025

Operating lease right-of-use assets Other long-term assets $ 41,140 $ 44,118

3 unchanged sentences

Total lease liabilities $ 52,980 $ 55,361

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

Future maturities of lease liabilities as of February 28, 2026, were as follows:

(In thousands) Operating Leases

6 unchanged sentences

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

November 29, 2025 August 30, 2025

February 28, 2026 August 30, 2025

Weighted-average remaining lease term (in years)

3 unchanged sentences

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

Thirteen Weeks Ended

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

Twenty-Six Weeks Ended

(In thousands) February 28, 2026 March 1, 2025

Cash paid for amounts included in the measurement of lease liabilities

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

Based on the terms of contracts in place and achievement of performance conditions as of February 28, 2026, the Company will be required to make payments of $ 0.1 million over the next year.

Stockholders’ Equity

Stock Repurchase Program

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

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.

The Company adopted a stock repurchase program in November 2018.

On January 6, 2026, the Company announced that its Board of Directors approved a $ 200.0 million repurchase authorization under its stock repurchase program (the “Current Authorization”).

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 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.

During the thirteen weeks ended February 28, 2026, the Company repurchased 4,606,990 shares of common stock at an average price of $ 19.21 per share, inclusive of commissions and exclusive of accrued excise tax.

During the twenty-six weeks ended February 28, 2026, the Company repurchased 9,590,504 shares of common stock at an average price of $ 19.62 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.

The Company did not repurchase any shares of common stock during the thirteen and twenty-six weeks ended March 1, 2025.

As of February 28, 2026, approximately $ 182.5 million remained available under the Current Authorization.

Earnings Per Share

Basic earnings or loss per share is based on the weighted average number of common shares issued and outstanding.

In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive securities, including the Company’s employee stock options and non-vested stock units.

In periods in which the Company has a net loss, diluted loss per share is based on the weighted average number of common shares issued and outstanding as the effect of including common stock equivalents outstanding would be anti-dilutive.

In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive securities, including the Company’s (i) employee stock options and (ii) non-vested restricted stock units and performance stock units (collectively, the “Stock Units”).

In periods in which the Company has a net loss, diluted loss per share is based on the basis of basic weighted average number of common shares issued and outstanding as the effect of including common stock equivalents outstanding would be anti-dilutive.

As the Company was in a net loss position for the thirteen and twenty-six weeks ended February 28, 2026, 0.2 million and 0.3 million shares of common stock issuable upon exercise of stock options and non-vested Stock Units, respectively, were excluded from the diluted earnings per share computation.

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

Thirteen Weeks Ended

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

Basic earnings per share computation:

Net income available to common stockholders $ 25,269 $ 38,122

Thirteen Weeks Ended Twenty-Six Weeks Ended

(In thousands, except per share data) February 28, 2026 March 1, 2025 February 28, 2026 March 1, 2025

Basic (loss) earnings per share computation:

Net (loss) income available to common stockholders $ ( 159,698 ) $ 36,747 $ ( 134,429 ) $ 74,869

Weighted average common shares outstanding - basic 92,343,383 101,040,501 95,546,361 100,724,155

Basic earnings per share from net income $ 0.26 $ 0.38

Basic (loss) earnings per share from net (loss) income $ ( 1.73 ) $ 0.36 $ ( 1.41 ) $ 0.74

Diluted earnings per share computation:

Net income available for common stockholders $ 25,269 $ 38,122

Numerator for diluted earnings per share $ 25,269 $ 38,122

Net (loss) income available for common stockholders $ ( 159,698 ) $ 36,747 $ ( 134,429 ) $ 74,869

Numerator for diluted (loss) earnings per share $ ( 159,698 ) $ 36,747 $ ( 134,429 ) $ 74,869

Weighted average common shares outstanding - basic 92,343,383 101,040,501 95,546,361 100,724,155

2 unchanged sentences

Weighted average common shares - diluted 92,343,383 101,821,229 95,546,361 101,674,934

Diluted earnings per share from net income $ 0.26 $ 0.38

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.

Diluted (loss) earnings per share from net (loss) income $ ( 1.73 ) $ 0.36 $ ( 1.41 ) $ 0.74

Diluted earnings per share calculations for the thirteen and twenty-six week periods ended February 28, 2026, excluded 2.4 million and 1.7 million shares of common stock issuable upon exercise of stock options and non-vested Stock Units, respectively, that would have been anti-dilutive.

Diluted earnings per share calculations for the thirteen and twenty-six week periods ended March 1, 2025, excluded 0.4 million and 0.7 million shares of common stock issuable upon exercise of stock options and non-vested Stock Units, respectively, 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 $ 3.1 million and $ 3.8 million in the thirteen weeks ended November 29, 2025, and November 30, 2024, respectively.

The Company recorded stock-based compensation expense of $ 4.5 million and $ 4.9 million in the thirteen weeks ended February 28, 2026, and March 1, 2025, respectively, and $ 7.6 million and $ 8.8 million during the twenty-six weeks ended February 28, 2026, and March 1, 2025, respectively.

The thirteen and twenty-six weeks ended February 28, 2026 are inclusive of the recognition of $ 1.0 million of stock-based compensation expense in connection with the separation of the Company’s prior President and Chief Executive Officer in January 2026.

In January 2026, the Company’s stockholders approved The Simply Good Foods Company Incentive Plan (the “Incentive Plan”), which replaced the 2017 Omnibus Incentive Plan (the “Prior Plan”).

The purpose of the Incentive Plan is to assist the Company to attract, retain, and motivate officers and employees of, consultants to, and non-employee directors providing services to, the Company and to promote the success of the Company’s business by providing these participating individuals with a proprietary interest in the Company’s performance.

President and Chief Executive Officer Stock Inducement Award

In connection with the hiring of the Company’s President and Chief Executive Officer on January 19, 2026, the Board of Directors granted a stock option exercisable for the purchase of 2,000,000 shares of the Company’s common stock at an exercise price of $20.93 per share (the “CEO Stock Option Inducement Award”).

This stock option is considered an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares were authorized outside of the Incentive Plan and the Prior Plan in connection with the commencement of the new President and Chief Executive Officer’s employment.

The CEO Stock Option Inducement Grant has a term that expires on January 19, 2034, and vests in three substantially equal installments on the anniversary of the grant date beginning January 19, 2027.

The fair value of the Inducement Grant was $7.38 per share and was computed using the Black-Scholes Option Pricing Model.

Stock Options

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

The following table summarizes stock option activity, inclusive of the CEO Stock Option Inducement Award, for the twenty-six weeks ended February 28, 2026:

Shares underlying options Weighted average

1 unchanged sentence

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

Granted 2,059,311 20.93

Exercised ( 88,000 ) 12.00

Forfeited ( 8,632 ) 32.99

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.

Outstanding as of February 28, 2026 3,438,922 $ 23.06 6.45

Vested and expected to vest as of February 28, 2026 3,438,922 $ 23.06 6.45

Exercisable as of February 28, 2026 1,339,698 $ 25.96 4.07

As of February 28, 2026, the Company had $ 14.9 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.9 years.

During the twenty-six weeks ended February 28, 2026, and March 1, 2025, the Company received $ 1.1 million and $ 10.1 million in cash from stock option exercises, respectively.

Restricted Stock Units

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

The following table summarizes restricted stock unit activity for the twenty-six weeks ended February 28, 2026:

Units Weighted average

4 unchanged sentences

Forfeited ( 87,211 ) 31.56

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.

Non-vested as of February 28, 2026 807,572 $ 27.01

As of February 28, 2026, the Company had $ 15.7 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 2.0 years.

Performance Stock Units

During the thirteen weeks ended November 29, 2025, the Board of Directors granted performance stock units under the Company’s 2017 Omnibus Incentive Plan.

During the twenty-six weeks ended February 28, 2026, the Board of Directors granted performance stock units under the Company’s Incentive Plan and Prior 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 thirteen weeks ended November 29, 2025:

The following table summarizes performance stock unit activity for the twenty-six weeks ended February 28, 2026:

Units Weighted average

4 unchanged sentences

Forfeited ( 158,294 ) 37.37

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

Non-vested as of February 28, 2026 353,596 $ 34.32

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:

Thirteen Weeks Ended Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Twenty-Six Weeks Ended Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025

Expected volatility 29.96 % 31.38 %

3 unchanged sentences

Fair value $ 22.22 $ 54.41

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.

As of February 28, 2026, the Company had $ 5.6 million of total unrecognized compensation cost related to performance stock units that will be recognized over an expected weighted average period of 2.2 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 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:

The SARs outstanding as of February 28, 2026, cliff vested two years from the date of grant and must be exercised within five years from the date of grant.

The following table summarizes SARs activity for the twenty-six weeks ended February 28, 2026:

Shares underlying SARs Weighted average

3 unchanged sentences

Forfeited — —

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;

Outstanding as of February 28, 2026 150,000 $ 37.67

Vested as of February 28, 2026 150,000 $ 37.67

Exercisable as of February 28, 2026 150,000 $ 37.67

The SARs outstanding as of the twenty-six weeks ended February 28, 2026, 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 Company has completed its efforts to fully integrate its operations and organizational structure after the OWYN Acquisition.

As of February 28, 2026, 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 March 1, 2025, 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 President and 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.

1 unchanged sentence

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

The following table summarizes our segment net sales, significant expenses, and net income for the thirteen and twenty-six week periods ended February 28, 2026, and March 1, 2025:

Thirteen Weeks Ended Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025 February 28, 2026 March 1, 2025

Net sales $ 326,013 $ 359,655 $ 666,211 $ 700,923

5 unchanged sentences

Business transaction costs — 177 — 820

Loss on impairment 249,000 — 249,000 —

Other income (expense) ( 4,703 ) ( 5,743 ) ( 8,471 ) ( 12,693 )

Income tax expense 8,547 9,553

Net income $ 25,269 $ 38,122

Income tax (benefit) expense ( 58,323 ) 12,231 ( 49,776 ) 21,784

Net (loss) income $ ( 159,698 ) $ 36,747 $ ( 134,429 ) $ 74,869

Restructuring and Other

For the twenty-six weeks ended February 28, 2026, the Company incurred $ 4.5 million of costs for restructuring activities which have been included within General and administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Changes to the restructuring liability during twenty-six weeks ended February 28, 2026 were as follows:

(in thousands) Termination benefits, severance and other Total Liability

Balance as of August 30, 2025 $ — $ —

Charges 4,524 4,524

Cash payments ( 3,462 ) ( 3,462 )

Non-cash settlements or adjustments — —

Balance as of February 28, 2026 $ 1,062 $ 1,062

The Company has also announced certain future restructuring activities in conjunction with the implementation of the Company’s modified organization design and actions to streamline its operations, which will create a more efficient organization that will continue to support and build its business.

These restructuring plans primarily include workforce reductions, changes in management structure, actions to streamline its operations and other cost savings initiatives.

While early in the process, the Company expects to incur approximately $ 15.0 million, including the $ 4.5 million referenced above, in restructuring and other costs, which are to be paid throughout fiscal 2026 and fiscal 2027.

In connection with the restructuring activities the Company recorded incremental stock-based compensation expense of $ 1.0 million in connection with the separation of the Company’s prior President and Chief Executive Officer in January 2026.

Refer to Note 12, Omnibus Incentive Plan, of our Notes to Unaudited Consolidated Financial Statements in this Report for additional information.

The one-time termination benefits and employee severance costs to be incurred in relation to these restructuring activities are accounted for in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, and ASC Topic 712, Compensation-Nonretirement Post employment Benefits, respectively.

The Company recognizes a liability and the related expense for these restructuring costs when the liability is incurred and can be measured.

Restructuring accruals are based upon management estimates at the time and can change depending upon changes in facts and circumstances subsequent to the date the original liability was recorded.

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