Simply Good Foods Co 10-Q

Item 1. Financial Statements (Unaudited) The Simply Good Foods Company and Subsidiaries Consolidated Balance Sheets (Unaudited, dollars in thousands, except share and per share data) February 28, 2026 August 30, 2025 Assets Current assets: Cash $ 107,444 $ 98,468 Accounts receivable, net 123,517 164,978 Inventories 189,780 167,217 Prepaid expenses 5,310 7,209 Other current assets 13,292 15,812 Total current assets 439,343 453,684 Long-term assets: Property and equipment, net 42,694 39,738 Intangible assets, net 1,004,763 1,261,603 Goodwill 589,974 589,974 Other long-term assets 48,930 51,046 Total assets $ 2,125,704 $ 2,396,045 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 66,518 $ 78,298 Accrued interest 63 44 Accrued expenses and other current liabilities 20,297 46,219 Total current liabilities 86,878 124,561 Long-term liabilities: Long-term debt, less current maturities 396,866 249,066 Deferred income taxes 106,629 166,091 Other long-term liabilities 45,506 49,494 Total liabilities 635,879 589,212 See commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued — — 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 Retained earnings 456,450 590,879 Accumulated other comprehensive loss ( 1,588 ) ( 2,433 ) Total stockholders’ equity 1,489,825 1,806,833 Total liabilities and stockholders’ equity $ 2,125,704 $ 2,396,045 See accompanying notes to the unaudited consolidated financial statements. 3 Table of Contents The Simply Good Foods Company and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited, dollars in thousands, except share and per share data) 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 Cost of goods sold 222,980 229,518 453,278 440,300 Gross profit 103,033 130,137 212,933 260,623 Operating expenses: Selling and marketing 28,167 35,078 57,844 68,072 General and administrative 34,875 36,013 72,881 74,077 Depreciation and amortization 4,309 4,148 8,942 8,308 Business transaction costs — 177 — 820 Loss on impairment 249,000 — 249,000 — Total operating expenses 316,351 75,416 388,667 151,277 (Loss) income from operations ( 213,318 ) 54,721 ( 175,734 ) 109,346 Other income (expense): Interest income 880 701 1,379 1,477 Interest expense ( 5,833 ) ( 6,338 ) ( 10,119 ) ( 14,199 ) Gain (loss) on foreign currency transactions 190 ( 125 ) 133 ( 5 ) Other income 60 19 136 34 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 (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 Diluted $ ( 1.73 ) $ 0.36 $ ( 1.41 ) $ 0.74 Weighted average shares outstanding: Basic 92,343,383 101,040,501 95,546,361 100,724,155 Diluted 92,343,383 101,821,229 95,546,361 101,674,934 See accompanying notes to the unaudited consolidated financial statements. 4 Table of Contents The Simply Good Foods Company and Subsidiaries Consolidated Statements of Cash Flows (Unaudited, dollars in thousands) Twenty-Six Weeks Ended February 28, 2026 March 1, 2025 Operating activities Net (loss) income $ ( 134,429 ) $ 74,869 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 12,069 10,135 Amortization of deferred financing costs and debt discount 319 951 Stock compensation expense 7,627 8,792 Loss on impairment 249,000 — Estimated credit losses 65 101 Unrealized (gain) loss on foreign currency transactions ( 133 ) 5 Deferred income taxes ( 59,462 ) 6,440 Amortization of operating lease right-of-use asset 2,978 3,369 Other 3,187 168 Changes in operating assets and liabilities: Accounts receivable, net 41,744 ( 7,028 ) Inventories ( 25,401 ) ( 22,445 ) Prepaid expenses 1,868 ( 4,189 ) Other current assets 2,577 ( 987 ) Accounts payable ( 11,200 ) 16,566 Accrued interest 19 ( 206 ) Accrued expenses and other current liabilities ( 28,454 ) ( 19,470 ) Other assets and liabilities ( 4,180 ) ( 3,804 ) Net cash provided by operating activities 58,194 63,267 Investing activities 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 ( 7,633 ) — Financing activities Proceeds from option exercises 1,056 10,136 Tax payments related to issuance of restricted stock units and performance stock units ( 2,047 ) ( 2,522 ) Repurchase of common stock ( 188,181 ) — Principal payments of long-term debt — ( 100,000 ) Proceeds from issuance of long-term debt 150,000 — Deferred financing costs ( 2,632 ) — Net cash used in financing activities ( 41,804 ) ( 92,386 ) Cash and cash equivalents Net increase (decrease) in cash 8,757 ( 29,119 ) Effect of exchange rate on cash 219 271 Cash at beginning of period 98,468 132,530 Cash and cash equivalents at end of period $ 107,444 $ 103,682 5 Table of Contents Twenty-Six Weeks Ended February 28, 2026 March 1, 2025 Supplemental disclosures of cash flow information Cash paid for interest $ 9,781 $ 13,454 Cash paid for taxes $ 13,244 $ 19,122 Non-cash investing and financing transactions Non-cash credits for repayment of note receivable $ 140 $ 353 Non-cash additions to property and equipment $ 263 $ — Non-cash additions to intangible assets $ — $ 32 See accompanying notes to the unaudited consolidated financial statements. 6 Table of Contents The Simply Good Foods Company and Subsidiaries Consolidated Statements of Stockholders’ Equity (Unaudited, dollars in thousands, except share data) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shares Amount Shares Amount Balance at August 30, 2025 103,688,071 $ 1,037 3,957,571 $ ( 129,337 ) $ 1,346,687 $ 590,879 $ ( 2,433 ) $ 1,806,833 Net income — — — — — 25,269 — 25,269 Stock-based compensation — — — — 3,083 — — 3,083 Foreign currency translation adjustments — — — — — — ( 222 ) ( 222 ) Repurchase of common stock — — 4,983,514 ( 100,689 ) — — — ( 100,689 ) Shares issued upon vesting of restricted stock units and performance stock units 164,184 1 — — ( 1,215 ) — — ( 1,214 ) Exercise of options to purchase common stock 88,000 1 — — 1,055 — — 1,056 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 Shares Amount Shares Amount Balance at August 31, 2024 102,515,315 $ 1,025 2,365,100 $ ( 78,451 ) $ 1,319,686 $ 487,265 $ ( 2,039 ) $ 1,727,486 Net income — — — — — 38,122 — 38,122 Stock-based compensation — — — — 3,654 — — 3,654 Foreign currency translation adjustments — — — — — — ( 387 ) ( 387 ) Shares issued upon vesting of restricted stock units and performance stock units 164,093 2 — — ( 2,317 ) — — ( 2,315 ) Exercise of options to purchase common stock 713,751 7 — — 9,977 — — 9,984 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. 7 Table of Contents Notes to Unaudited Consolidated Financial Statements (Unaudited, dollars in thousands, except for share and per share data) 1. Nature of Operations and Principles of Consolidation Description of Business The Simply Good Foods Company (“Simply Good Foods” or the “Company”), headquartered in Denver, Colorado, is a consumer packaged food and beverage company with ambitious goals to raise the bar on what food can be with trusted brands and innovative nutritious snacking products. Within our portfolio of trusted brands (Quest, Atkins, and OWYN), we offer a wide variety of nutritional snacks and beverages, including high protein chips, bars, ready-to-drink (RTD) shakes, and powders, and low sugar, low carb sweets and baked goods. We are a leader of the nutritious snacking movement, poised to expand our healthy lifestyle platform through innovation-driven organic growth and external investment opportunities. Our nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends: 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. 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 common stock of Simply Good Foods is listed on the Nasdaq Capital Market under the symbol “SMPL.” Unaudited Interim Consolidated Financial Statements The unaudited interim consolidated financial statements include the accounts of Simply Good Foods and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Simply Good Foods and its subsidiaries. In context, “Quest” may also refer to the Quest brand, “Atkins” may also refer to the Atkins brand, and “OWYN” may also refer to the OWYN brand. Atkins, Atkins Endulge, Quest, OWYN, and the Simply Good logo are either registered trademarks or trademarks of the Company’s wholly owned subsidiary Simply Good Foods USA, Inc. or one of its affiliates in the United States and elsewhere. All rights are reserved. The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in August. The interim consolidated financial statements and related notes of the Company and its subsidiaries are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited interim consolidated financial statements reflect all adjustments and disclosures which are, in the Company’s opinion, necessary for a fair presentation of the results of operations, financial position and cash flows for the indicated periods. All such adjustments were of a normal and recurring nature unless otherwise disclosed. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted. The results reported in these unaudited interim consolidated financial statements are not necessarily indicative of the results that may be reported for the entire fiscal year and should be read in conjunction with the Company’s consolidated financial statements for the fiscal year ended August 30, 2025, included in the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the SEC on October 28, 2025. 2. Summary of Significant Accounting Policies Refer to Note 2, Summary of Significant Accounting Policies , to the consolidated financial statements included in the Annual Report for a description of significant accounting policies. Recently Issued and Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”), which updates disclosures required in the footnotes to the financial statements to further aid investors in understanding how to analyze income tax reporting. The amendments are effective for fiscal years beginning after December 15, 2024. 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, 8 Table of Contents however, retrospective application is permitted. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which will improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, SG&A, and R&D. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued or made available. The amendments should be applied on either (1) prospectively to financial statements issued for reporting periods after the effective date, or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal Use Software (“ASU 2025-06”), which will improve disclosures surrounding internal-use software and the timing of capitalization when companies use the incremental and iterative development method. The amendments are effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied through (1) a prospective transition approach, (2) a retrospective transition approach, or (3) a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements. 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. 3. Revenue Recognition Revenue from transactions with external customers for each of the Company’s products would be impracticable to disclose and management does not view its business by product line. The following is a summary of revenue disaggregated by geographic area and brands: Thirteen Weeks Ended Twenty-Six Weeks Ended (In thousands) February 28, 2026 March 1, 2025 February 28, 2026 March 1, 2025 North America (1) Atkins $ 79,717 $ 108,650 $ 169,987 $ 216,818 Quest 211,442 210,771 421,785 402,708 OWYN 28,135 33,806 59,317 66,060 Total North America 319,294 353,227 651,089 685,586 International 6,719 6,428 15,122 15,337 Total net sales $ 326,013 $ 359,655 $ 666,211 $ 700,923 (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 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. 9 Table of Contents 4. Goodwill and Intangibles 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: February 28, 2026 (In thousands) Useful life Gross carrying amount Accumulated amortization Net carrying amount Intangible assets with indefinite life: Brands and trademarks Indefinite life $ 893,000 $ — $ 893,000 Intangible assets with finite lives: Customer relationships 15 years 194,500 84,621 109,879 Licensing agreements 10 years 16,072 15,195 877 Proprietary recipes and formulas 7 years 7,000 7,000 — Software and website development costs 3 - 5 years 6,641 5,634 1,007 $ 1,117,213 $ 112,450 $ 1,004,763 August 30, 2025 (In thousands) Useful life Gross carrying amount Accumulated amortization Net carrying amount Intangible assets with indefinite life: Brands and trademarks Indefinite life $ 1,142,000 $ — $ 1,142,000 Intangible assets with finite lives: Customer relationships 15 years 194,500 78,138 116,362 Licensing agreements 10 years 16,072 14,319 1,753 Proprietary recipes and formulas 7 years 7,000 7,000 — Software and website development costs 3 - 5 years 6,641 5,153 1,488 $ 1,366,213 $ 104,610 $ 1,261,603 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. 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. 10 Table of Contents Estimated future amortization for each of the next five fiscal years and thereafter is as follows: (In thousands) Amortization Remainder of 2026 $ 7,759 2027 13,575 2028 12,967 2029 12,967 2030 12,967 2031 and thereafter 51,528 Total $ 111,763 5. Long-Term Debt and Line of Credit On July 7, 2017, the Company (through certain of its subsidiaries) entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”). The Credit Agreement at that time provided for (i) a term facility of $ 200.0 million (“Term Facility”) with a seven -year maturity and (ii) a revolving credit facility of up to $ 75.0 million (the “Revolving Credit Facility”) with a five -year maturity. Substantially concurrent with the consummation of the business combination which formed the Company between Conyers Park Acquisition Corp. and NCP-ATK Holdings, Inc. on July 7, 2017, the full $ 200.0 million of the Term Facility (the “Term Loan”) was drawn. On November 7, 2019, the Company entered into a second amendment (the “Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $ 460.0 million. The Term Facility together with the incremental borrowing make up the Initial Term Loans (as defined in the Incremental Facility Amendment). The Incremental Facility Amendment was executed to partially finance the acquisition of Quest Nutrition, LLC on November 7, 2019. No amounts under the Term Facility were repaid as a result of the execution of the Incremental Facility Amendment. Effective as of December 16, 2021, the Company entered into a third amendment (the “Extension Amendment”) to the Credit Agreement. The Extension Amendment provided for an extension of the stated maturity date of the Revolving Commitments and Revolving Loans (each as defined in the Credit Agreement) from July 7, 2022, to the earlier of (i) 91 days prior to the then-effective maturity date of the Initial Term Loans and (ii) December 16, 2026. On January 21, 2022, the Company entered into the “2022 Repricing Amendment” to the Credit Agreement. The 2022 Repricing Amendment, among other things, (i) reduced the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effective date of the 2022 Repricing Amendment, (ii) reset the prepayment premium for the existing Initial Term Loans to apply to Repricing Transactions (as defined in the Credit Agreement) that occur within six months after the effective date of the 2022 Repricing Amendment, and (iii) implemented SOFR and related replacement provisions for LIBOR. On April 25, 2023, the Company entered into the “2023 Repricing Amendment” to the Credit Agreement. The 2023 Repricing Amendment, (i) reduced the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to April 25, 2023, and (ii) provided for an extension of the maturity date of the Initial Term Loans from July 7, 2024, to March 17, 2027. On June 13, 2024, the Company entered into a sixth amendment (the “2024 Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $ 250.0 million. The terms of the incremental borrowing are the same as the terms of the outstanding borrowings under the Term Facility. The 2024 Incremental Facility Amendment was executed to partially finance the OWYN Acquisition. No amounts under the Term Facility were repaid as a result of the execution of the 2024 Incremental Facility Amendment. 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. 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. 11 Table of Contents Effective as of the 2026 Incremental Facility Amendment, the interest rate per annum for the Initial Term Loans is based on either: i. 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; or ii. 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 $ 2.7 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. 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. All guarantors other than Quest Nutrition, LLC and Only What You Need, Inc. are holding companies with no assets other than their investments in their respective subsidiaries. The Credit Agreement contains certain financial and other covenants that limit the Company’s ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders, and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. The Revolving Credit Facility has a maximum total net leverage ratio equal to or less than 6.00 :1.00 contingent on credit extensions in excess of 30 % of the total amount of commitments available under the Revolving Credit Facility. 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 February 28, 2026, and August 30, 2025, respectively. Long-term debt consists of the following: (In thousands) February 28, 2026 August 30, 2025 Term Facility (effective rate of 5.7% at February 28, 2026) $ 400,000 $ 250,000 Less: Deferred financing fees 3,134 934 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 February 28, 2026. The outstanding balance of the Term Facility is due upon its maturity in March 2030. 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 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 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is used: Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. 12 Table of Contents Components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of February 28, 2026. 7. Income Taxes The tax expense and the effective tax rate resulting from operations were as follows: 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 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. 8. Leases The Company generally leases office space and distribution centers in the United States through operating 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 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: Lease cost Cost of goods sold and General and administrative $ 2,304 $ 2,210 $ 4,608 $ 4,419 Variable lease cost (1) Cost of goods sold and General and administrative 1,100 1,200 2,374 2,058 Total operating lease cost 3,404 3,410 6,982 6,477 Total lease cost $ 3,404 $ 3,410 $ 6,982 $ 6,477 (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. The right-of-use assets and corresponding liabilities related to operating are as follows: (In thousands) Balance Sheets Caption February 28, 2026 August 30, 2025 Assets Operating lease right-of-use assets Other long-term assets $ 41,140 $ 44,118 Total lease assets $ 41,140 $ 44,118 Liabilities Current: Operating lease liabilities Accrued expenses and other current liabilities $ 7,474 $ 5,867 Long-term: Operating lease liabilities Other long-term liabilities 45,506 49,494 Total lease liabilities $ 52,980 $ 55,361 13 Table of Contents Future maturities of lease liabilities as of February 28, 2026, were as follows: (In thousands) Operating Leases Fiscal year ending: Remainder of 2026 $ 5,037 2027 10,927 2028 10,388 2029 10,438 2030 10,549 Thereafter 16,146 Total lease payments 63,485 Less: Interest ( 10,505 ) Present value of lease liabilities $ 52,980 The weighted-average remaining lease terms and weighted-average discount rates for operating leases were as follows: February 28, 2026 August 30, 2025 Weighted-average remaining lease term (in years) Operating leases 5.82 6.31 Weighted-average discount rate Operating leases 6.0 % 6.0 % Supplemental and other information related to operating leases was as follows: Twenty-Six Weeks Ended (In thousands) February 28, 2026 March 1, 2025 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,314 $ 5,101 9. Commitments and Contingencies Litigation The Company is a party to certain litigation and claims that are considered normal to the operations of the business. From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any litigation that it believes to be material, and the Company is not aware of any pending or threatened litigation against it that its management believes could have a material adverse effect on its business, operating results, financial condition or cash flows. Other The Company enters into endorsement contracts with certain celebrity figures and social media influencers to promote and endorse the Quest, Atkins, and OWYN brands and product lines. 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 February 28, 2026, the Company will be required to make payments of $ 0.1 million over the next year. 14 Table of Contents 10. Stockholders’ Equity Stock Repurchase Program 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. The U.S. 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 and twenty-six weeks ended March 1, 2025. As of February 28, 2026, approximately $ 182.5 million remained available under the Current Authorization. 11. 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 (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 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: Numerator: Net (loss) income available to common stockholders $ ( 159,698 ) $ 36,747 $ ( 134,429 ) $ 74,869 Denominator: Weighted average common shares outstanding - basic 92,343,383 101,040,501 95,546,361 100,724,155 Basic (loss) earnings per share from net (loss) income $ ( 1.73 ) $ 0.36 $ ( 1.41 ) $ 0.74 Diluted earnings per share computation: Numerator: 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 Denominator: Weighted average common shares outstanding - basic 92,343,383 101,040,501 95,546,361 100,724,155 Employee stock options — 643,584 — 777,751 Non-vested stock units — 137,144 — 173,028 Weighted average common shares - diluted 92,343,383 101,821,229 95,546,361 101,674,934 Diluted (loss) earnings per share from net (loss) income $ ( 1.73 ) $ 0.36 $ ( 1.41 ) $ 0.74 15 Table of Contents 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. 12. Omnibus Incentive Plan Stock-based compensation includes stock options, restricted stock units, performance stock unit awards, and stock appreciation rights, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on their grant date fair value. Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where recipient’s other compensation is reported. The Company recorded stock-based compensation expense of $ 4.5 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, inclusive of the CEO Stock Option Inducement Award, for the twenty-six weeks ended February 28, 2026: Shares underlying options Weighted average exercise price Weighted average remaining contractual life (years) 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 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. 16 Table of Contents Restricted Stock Units The following table summarizes restricted stock unit activity for the twenty-six weeks ended February 28, 2026: Units Weighted average grant-date fair value Non-vested as of August 30, 2025 639,015 $ 36.14 Granted 557,554 20.29 Vested ( 301,786 ) 32.63 Forfeited ( 87,211 ) 31.56 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 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. The number of shares may be increased or decreased based on the results of these metrics in accordance with the terms established at the date of grant. For market-based criteria awards, the Company’s relative total shareholder return, or relative TSR, is measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the applicable three -year performance period. The percentile rank of the Company’s TSR relative to that of the peer group determines the percent of the target award earned, ranging between 0 % and 200 %. The related compensation expense is recognized ratably over the term regardless of whether or not the market condition is satisfied, provided the requisite service is rendered. These units are valued using a Monte Carlo simulation. For Company financial performance-based criteria awards, we estimate the probability that the Company’s internally established performance criteria will be achieved at each reporting period and adjust compensation expense accordingly. The performance metrics achieved determines the percent of the target award earned, ranging between 0% and 200%. These units are valued using the closing market price of the Company’s common stock on the date of grant. For market-based criteria and Company financial performance-based criteria awards, the Company’s TSR within the peer group and the performance metrics achieved determines the percent of the target award earned, ranging between 0% and 275%. We estimate the probability that the performance criteria will be achieved at each reporting period and adjust compensation expense accordingly. Should the performance-based criteria not be probable of being achieved, the compensation expense for the value of the award incorporating the market-based criteria is recognized ratably over the term, provided the requisite service is rendered. These units are valued using a Monte Carlo simulation. The following table summarizes performance stock unit activity for the twenty-six weeks ended February 28, 2026: Units Weighted average grant-date fair value Non-vested as of August 30, 2025 278,193 $ 52.66 Granted 290,348 23.92 Vested ( 56,651 ) 62.55 Forfeited ( 158,294 ) 37.37 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: 17 Table of Contents Twenty-Six Weeks Ended Twenty-Six Weeks Ended February 28, 2026 March 1, 2025 Expected volatility 29.96 % 31.38 % Expected dividend yield — % — % Expected performance term 2.93 2.93 Risk-free rate of return 3.54 % 4.14 % Fair value $ 22.22 $ 54.41 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 Stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the Company’s common stock price and are awarded to non-employee consultants of the Company. The SARs settle in shares of its common stock once the applicable vesting criteria have been met. 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 exercise price Outstanding as of August 30, 2025 150,000 $ 37.67 Granted — — Exercised — — Forfeited — — 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. 13. Segment Information 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. The CODM uses net income as the measure of profitability to assess segment performance and allocate resources. The accounting policies of the segment are the same as those described in Note 2, Summary of Significant Accounting Policies. The following table summarizes our segment net sales, significant expenses, and net income for the thirteen and twenty-six week periods ended February 28, 2026, and March 1, 2025: 18 Table of Contents 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 Cost of goods sold 222,980 229,518 453,278 440,300 Operating expenses: Selling and marketing 28,167 35,078 57,844 68,072 General and administrative 34,875 36,013 72,881 74,077 Depreciation and amortization 4,309 4,148 8,942 8,308 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 (benefit) expense ( 58,323 ) 12,231 ( 49,776 ) 21,784 Net (loss) income $ ( 159,698 ) $ 36,747 $ ( 134,429 ) $ 74,869 14. 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. 19 Table of Contents