What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-09 compared with 2026-01-08 · 179 added, 76 removed, 168 unchanged (60% of the section changed)

27 unchanged sentences

(“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.

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.

1 unchanged sentence

Business Trends

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.

During the twenty-six weeks ended February 28, 2026, our results of operations were primarily driven by continued distribution-related declines for Atkins and recent velocity-related 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.

In the second quarter of fiscal year 2026, OWYN experienced poor velocities, including on newly expanded distribution, which will result in distribution-related declines in the current fiscal year and could continue to be reduced in future periods.

In response, the Company is taking actions to increase consumer demand to restore velocities and growth for the brand.

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.

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.

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.

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.

The ongoing conflict in Iran and geopolitical tensions in the region could lead to significant disruption of global energy supplies and increases in global energy prices, adversely affect global supply chains, heighten inflationary pressures on our input costs and supply chain, and adversely affect consumer spending patterns.

We are continuing to evaluate the evolving macroeconomic environment, however at this time we do not expect these factors to result in a material negative effect on our business, financial condition and results of operations.

Intangible Assets

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.

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.

Refer to Note 4, Goodwill and Intangibles, of our Notes to Unaudited Consolidated Financial Statements in this Report for additional information regarding the Company’s impairment assessments.

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).

As of February 28, 2026, the outstanding restructuring liability was $1.1 million.

Refer to Note 14, Restructuring and Other, of our Notes to Unaudited Consolidated Financial Statements in this Report for additional information regarding restructuring and other activities.

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.

Key Financial Definitions

10 unchanged sentences

• General and administrative.

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.

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, integration expense, restructuring costs, insurance and other general corporate expenses.

• Depreciation and amortization.

2 unchanged sentences

Business transaction costs are comprised of transaction advisory fees, non-deferrable debt issuance costs, legal, due diligence, consulting, and accounting expenses associated with the OWYN Acquisition.

• Loss on impairment.

Loss on impairment is comprised of impairment charges related to our brands and trademarks indefinite-lived intangible asset.

Results of Operations

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.

During the thirteen weeks ended February 28, 2026, our net sales decreased 9.4% to $326.0 million compared to $359.7 million for the thirteen weeks ended March 1, 2025, driven by distribution-related declines for Atkins and velocity-related declines for OWYN.

Gross profit decreased and gross profit margin decreased 460 basis points, primarily as a result of unfavorable commodity expenses and tariffs compared to the prior period.

3 unchanged sentences

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 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:

Comparison of Unaudited Results for the Thirteen Weeks Ended February 28, 2026, and the Thirteen Weeks Ended March 1, 2025

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

Thirteen Weeks Ended Thirteen Weeks Ended

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

(In thousands) February 28, 2026 % of Net Sales March 1, 2025 % of Net Sales

Net sales $ 326,013 100.0 % $ 359,655 100.0 %

6 unchanged sentences

Business transaction costs — — % 177 — %

Loss on impairment 249,000 76.4 % — — %

Total operating expenses 316,351 97.0 % 75,416 21.0 %

Income from operations 37,584 11.0 % 54,625 16.0 %

(Loss) income from operations (213,318) (65.4) % 54,721 15.2 %

Other income (expense):

1 unchanged sentence

Interest expense (5,833) (1.8) % (6,338) (1.8) %

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

Gain (loss) on foreign currency transactions 190 0.1 % (125) — %

Other income 60 — % 19 — %

Total other income (expense) (3,768) (1.1) % (6,950) (2.0) %

Total other (expense) (4,703) (1.4) % (5,743) (1.6) %

(Loss) income before income taxes (218,021) (66.9) % 48,978 13.6 %

Income tax (benefit) expense (58,323) (17.9) % 12,231 3.4 %

Net (loss) income $ (159,698) (49.0) % $ 36,747 10.2 %

Other financial data:

Adjusted EBITDA (1)

$ 55,510 17.0 % $ 68,001 18.9 %

(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 $326.0 million for the thirteen weeks ended February 28, 2026, compared to $359.7 million for the thirteen weeks ended March 1, 2025, representing a decrease of $33.6 million, or 9.4%, driven by distribution-related declines for Atkins and velocity-related declines for OWYN.

Cost of goods sold .

Cost of goods sold decreased $6.5 million, or 2.8%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025.

The cost of goods sold decrease was driven primarily by the decrease of net sales compared to the prior year period.

Gross profit.

Gross profit decreased $27.1 million, or 20.8%, to $103.0 million for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025.

Gross profit margin was 31.6% of net sales for the thirteen weeks ended February 28, 2026, a decrease of 460 basis points from 36.2% of net sales for the thirteen weeks ended March 1, 2025.

The decrease in gross profit margin was primarily driven by unfavorable commodity expenses compared to the prior year period.

Operating expenses .

Operating expenses increased $240.9 million, or 319.5%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025, due to the following:

• Selling and marketing.

Selling and marketing expenses decreased $6.9 million, or 19.7%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025.

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

• General and administrative.

General and administrative expenses decreased $1.1 million, or 3.2%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025.

The decrease was primarily attributable to a decrease of $3.8 million in employee-related costs, a decrease of $1.2 million in integration expenses related to the OWYN Acquisition, and a decrease of $0.5 million in term loan transaction fees, partially offset by an increase of $4.5 million in restructuring costs primarily related to the separation of the Company’s prior President and Chief Executive Officer.

• Depreciation and amortization.

Depreciation and amortization expense was $4.3 million for the thirteen weeks ended February 28, 2026, and $4.1 million for the thirteen weeks ended March 1, 2025, respectively.

• Business transaction costs.

Business transaction costs were zero for the thirteen weeks ended February 28, 2026, compared to $0.2 million for the thirteen weeks ended March 1, 2025, and were comprised of expenses related to the OWYN Acquisition.

• Loss on impairment.

Loss on impairment charges were $249.0 million for the thirteen weeks ended February 28, 2026 and zero for the thirteen weeks ended March 1, 2025.

Refer to Note 4, Goodwill and Intangibles, for additional information regarding the Company’s impairment assessments.

Interest income.

Interest income of $0.9 million increased $0.2 million for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025.

Interest expense .

Interest expense of $5.8 million decreased $0.5 million for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025, primarily due to the decrease in interest rates on our Term Facility to 5.7% as of February 28, 2026 from 6.3% as of March 1, 2025.

Gain (loss) on foreign currency transactions.

Foreign currency transactions resulted in a $0.2 million gain for the thirteen weeks ended February 28, 2026, and a $0.1 million loss for the thirteen weeks ended March 1, 2025.

Income tax (benefit) expense.

Income tax benefit was $58.3 million for the thirteen weeks ended February 28, 2026, compared to income tax expense of $12.2 million during the thirteen weeks ended March 1, 2025.

The change in our income tax (benefit) expense was primarily driven by lower income from operations, primarily the loss on impairment.

Net (loss) income .

Net loss was $159.7 million for the thirteen weeks ended February 28, 2026, a decrease of $196.4 million, compared to net income of $36.7 million for the thirteen weeks ended March 1, 2025.

Net loss was primarily driven by higher operating expenses, primarily the loss on impairment, and was partially offset by lower income tax (benefit) expense and other expense.

Adjusted EBITDA.

Adjusted EBITDA decreased $12.5 million, or 18.4%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025, 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.

Comparison of Unaudited Results for the Twenty-Six Weeks Ended February 28, 2026, and the Twenty-Six Weeks Ended March 1, 2025

Twenty-Six Weeks Ended Twenty-Six Weeks Ended

(In thousands) February 28, 2026 % of Net Sales March 1, 2025 % of Net Sales

Net sales $ 666,211 100.0 % $ 700,923 100.0 %

Cost of goods sold 453,278 68.0 % 440,300 62.8 %

Gross profit 212,933 32.0 % 260,623 37.2 %

Operating expenses:

Selling and marketing 57,844 8.7 % 68,072 9.7 %

General and administrative 72,881 10.9 % 74,077 10.6 %

Depreciation and amortization 8,942 1.3 % 8,308 1.2 %

Business transaction costs — — % 820 0.1 %

Loss on impairment 249,000 37.4 % — — %

Total operating expenses 388,667 58.3 % 151,277 21.6 %

(Loss) income from operations (175,734) (26.4) % 109,346 15.6 %

Other income (expense):

Interest income 1,379 0.2 % 1,477 0.2 %

Interest expense (10,119) (1.5) % (14,199) (2.0) %

Gain (loss) on foreign currency transactions 133 — % (5) — %

Other income 136 — % 34 — %

Total other (expense) (8,471) (1.3) % (12,693) (1.8) %

Income before income taxes (184,205) (27.6) % 96,653 13.8 %

Income tax expense 8,547 2.5 % 9,553 2.8 %

Net income $ 25,269 7.4 % $ 38,122 11.2 %

Income tax (benefit) expense (49,776) (7.5) % 21,784 3.1 %

Net (loss) income $ (134,429) (20.2) % $ 74,869 10.7 %

Other financial data:

3 unchanged sentences

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 $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.

Net sales were $666.2 million for the twenty-six weeks ended February 28, 2026, compared to $700.9 million for the twenty-six weeks ended March 1, 2025, representing a decrease of $34.7 million, or 5.0%, driven by the distribution-related declines for Atkins and velocity-related declines for OWYN, which were partially offset by Quest volume-driven growth.

Cost of goods sold .

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.

Cost of goods sold increased $13.0 million, or 2.9%, for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025.

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 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.

Gross profit decreased $47.7 million, or 18.3%, to $212.9 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025.

Gross profit margin was 32.0% of net sales for the twenty-six weeks ended February 28, 2026, a decline of 520 basis points from 37.2% of net sales for the twenty-six weeks ended March 1, 2025.

The decline in gross profit margin was primarily driven by unfavorable commodity expenses compared to the prior year period.

Operating expenses .

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:

Operating expenses increased $237.4 million, or 156.9%, for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025, due to the following:

• Selling and marketing.

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.

Selling and marketing expenses decreased $10.2 million, or 15.0%, for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025 The decrease was primarily related to a planned decrease in Atkins marketing spend partially offset by increases for Quest.

• General and administrative.

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.

General and administrative expenses decreased $1.2 million, or 1.6%, for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025.

The decrease was primarily attributable to a decrease of $3.6 million in employee-related costs, a decrease of $2.8 million in integration expenses related to the OWYN Acquisition, and lower general corporate expenses, partially offset by an increase of $4.5 million in restructuring costs primarily related to the separation of the Company’s prior President and Chief Executive Officer, and an increase of $2.3 million in term loan transaction fees.

• Depreciation and amortization.

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.

Depreciation and amortization expense was $8.9 million and $8.3 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025, respectively.

• Business transaction costs.

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.

Business transaction costs were zero for the twenty-six weeks ended February 28, 2026, compared to $0.8 million for the twenty-six weeks ended March 1, 2025, and were comprised of expenses related to the OWYN Acquisition.

• Loss on impairment.

Loss on impairment charges were $249.0 million for the twenty-six weeks ended February 28, 2026 and zero for the twenty-six weeks ended March 1, 2025.

Refer to Note 4, Goodwill and Intangibles, for additional information regarding the Company’s impairment assessments.

Interest income.

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 income of $1.4 million decreased $0.1 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025.

Interest expense .

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 $0.1 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 $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.

Interest expense of $10.1 million decreased $4.1 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025, primarily due to the decrease in interest rates on our Term Facility to 5.7% as of February 28, 2026 from 6.3% as of March 1, 2025.

Gain (loss) on foreign currency transactions.

Foreign currency transactions resulted in a $0.1 million gain and an immaterial loss for the twenty-six weeks ended February 28, 2026, and March 1, 2025, respectively.

Income tax (benefit) expense.

Income tax benefit was $49.8 million for the twenty-six weeks ended February 28, 2026, compared to income tax expense of $21.8 million during the twenty-six weeks ended March 1, 2025.

The change in our income tax (benefit) expense was primarily driven by lower income from operations, primarily the loss on impairment.

Net (loss) income .

Net loss was $134.4 million for the twenty-six weeks ended February 28, 2026, a decrease of $209.3 million compared to net income of $74.9 million for the twenty-six weeks ended March 1, 2025.

Net loss was primarily driven by higher operating expenses, primarily the loss on impairment, and was partially offset by lower income tax (benefit) expense and other expense.

Adjusted EBITDA.

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.

Adjusted EBITDA decreased $26.9 million, or 19.5% for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025, 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.

1 unchanged sentence

EBITDA and Adjusted EBITDA are non-GAAP financial measures commonly used in our industry and should not be construed as alternatives to net income as an indicator of operating performance or as alternatives to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP).

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

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

loss on impairment, stock-based compensation expense, business transaction costs, purchase price accounting inventory step-up, integration expenses, term loan transaction fees, restructuring, 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.

2 unchanged sentences

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 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

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 twenty-six weeks ended February 28, 2026, and March 1, 2025:

(In thousands) Thirteen Weeks Ended Twenty-Six Weeks Ended

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

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

Interest income (880) (701) (1,379) (1,477)

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

Income tax expense 8,547 9,553

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

Depreciation and amortization 5,864 5,088 12,069 10,135

EBITDA (207,204) 59,703 (163,396) 119,510

Loss on impairment 249,000 — 249,000 —

Stock-based compensation expense 4,544 4,948 7,627 8,792

2 unchanged sentences

Integration expense (1)

4,703 1,955 10,621 6,886

Term loan transaction fees 202 715 3,030 715

Restructuring and other costs 4,524 — 4,524 —

(259) 65 (272) (66)

Adjusted EBITDA $ 55,510 $ 68,001 $ 111,134 $ 138,069

(1) Includes one-time effects from actions taken to mitigate OWYN product quality issues.

(2) Other items consist principally of exchange impact of foreign currency transactions and other expenses.

2 unchanged sentences

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

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

We had $107.4 million in cash as of February 28, 2026.

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.

25 unchanged sentences

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 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.

3 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.

7 unchanged sentences

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 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.

We were in compliance with all covenants as of February 28, 2026, and August 30, 2025, respectively.

As of February 28, 2026, 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 February 28, 2026.

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

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

As of February 28, 2026, there were no amounts drawn against the Revolving Credit Facility.

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.

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.

The stock repurchase program does not obligate the Company to acquire any specific number of shares or acquire shares over any specific period of time.

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 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 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 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.

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

Thirteen Weeks Ended

November 29, 2025 November 30, 2024

Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025

Net cash provided by operating activities

2 unchanged sentences

$ (7,633) $ —

Net cash provided by (used in) financing activities

Net cash used in financing activities

$ (41,804) $ (92,386)

Operating activities.

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.

Our net cash provided by operating activities decreased $5.1 million to $58.2 million for the twenty-six weeks ended February 28, 2026, compared to $63.3 million for the twenty-six weeks ended March 1, 2025.

The decrease in cash provided by operating activities was primarily attributable to changes in working capital for the twenty-six weeks ended February 28, 2026, as compared to the twenty-six weeks ended March 1, 2025.

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 $23.0 million in the twenty-six weeks ended February 28, 2026, compared to $41.6 million of cash used in the twenty-six weeks ended March 1, 2025, a difference of $18.5 million.

Loss from operations was $175.7 million for the twenty-six weeks ended February 28, 2026, as compared to income from operations of $109.3 million for the twenty-six weeks ended March 1, 2025.

The decrease was driven by higher operating expenses, primarily the loss on impairment.

Additionally, cash paid for interest was $9.8 million in the twenty-six weeks ended February 28, 2026, which was a decrease of $3.7 million as compared to the $13.5 million paid for interest in the twenty-six weeks ended March 1, 2025.

Investing activities .

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.

Our net cash used in investing activities was $7.6 million for the twenty-six weeks ended February 28, 2026, compared to an immaterial amount for the twenty-six weeks ended March 1, 2025.

Our net cash used in investing activities for the twenty-six weeks ended February 28, 2026, was primarily comprised of $7.6 million of purchases of property and equipment.

The immaterial amount of net cash used in investing activities for the twenty-six weeks ended March 1, 2025, was primarily comprised of $0.8 million of purchases of property and equipment and $0.9 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.

Financing activities .

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.

Our net cash used in financing activities was $41.8 million for the twenty-six weeks ended February 28, 2026, compared to $92.4 million for the twenty-six weeks ended March 1, 2025.

Net cash used in financing activities for the twenty-six weeks ended February 28, 2026, primarily consisted of $188.2 million in repurchases of common stock, inclusive of commissions and exclusive of accrued excise tax, and $2.0 million in tax payments related to the issuance of restricted stock units and performance stock units, partially offset by $150.0 million in proceeds from issuance of long-term debt and $1.1 million of cash proceeds received from option exercises.

Net cash used in financing activities for the twenty-six weeks ended March 1, 2025, primarily consisted of $100.0 million in principal payments on the Term Facility, and $2.5 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $10.1 million of cash proceeds received from option exercises.

New Accounting Pronouncements

2 unchanged sentences

Quantitative and Qualitative Disclosures about Market Risk

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

There were no material changes in our market risk exposure during the thirteen-week period ended February 28, 2026.

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