What changed in this filing

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Item 1. Financial Statements

2026-07-09 compared with 2026-04-09 · 123 added, 99 removed, 462 unchanged (32% of the section changed)

3 unchanged sentences

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

February 28, 2026 August 30, 2025

May 30, 2026 August 30, 2025

Current assets:

1 unchanged sentence

Accounts receivable, net 156,067 164,978

Inventories 189,780 167,217

Inventories, net 164,314 167,217

Prepaid expenses 4,432 7,209

21 unchanged sentences

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

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

Common stock, $0.01 par value, 600,000,000 shares authorized, 104,050,545 and 103,688,071 shares issued at May 30, 2026, and August 30, 2025, respectively 1,041 1,037

Treasury stock, 15,609,338 shares and 3,957,571 shares at cost at May 30, 2026, and August 30, 2025, respectively ( 344,670 ) ( 129,337 )

Additional paid-in-capital 1,358,758 1,346,687

7 unchanged sentences

(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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

May 30, 2026 May 31, 2025 May 30, 2026 May 31, 2025

Net sales $ 356,983 $ 380,956 $ 1,023,194 $ 1,081,879

31 unchanged sentences

(Unaudited, dollars in thousands)

Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025

Thirty-Nine Weeks Ended

May 30, 2026 May 31, 2025

Operating activities

13 unchanged sentences

Accounts receivable, net 9,270 ( 2,382 )

Inventories ( 25,401 ) ( 22,445 )

Inventories, net ( 864 ) ( 23,185 )

Prepaid expenses 2,753 ( 1,612 )

11 unchanged sentences

Net cash used in investing activities

( 10,090 ) ( 2,192 )

Financing activities

13 unchanged sentences

$ 123,884 $ 98,008

Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025

Thirty-Nine Weeks Ended

May 30, 2026 May 31, 2025

Supplemental disclosures of cash flow information

4 unchanged sentences

Non-cash investing and financing transactions

Operating lease right-of-use assets recognized in exchange for lease liabilities $ — $ 15,880

Non-cash credits for repayment of note receivable $ 426 $ 509

21 unchanged sentences

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

Net (loss) income — — — — — $ ( 51,972 ) — ( 51,972 )

Stock-based compensation — — — — 5,559 — — 5,559

Foreign currency translation adjustments — — — — — — 101 101

Repurchase of common stock — — 2,061,263 ( 25,273 ) — — — ( 25,273 )

Shares issued upon vesting of restricted stock units 17,370 1 — — ( 121 ) — — ( 120 )

Balance at May 30, 2026 104,050,545 $ 1,041 15,609,338 $ ( 344,670 ) $ 1,358,758 $ 404,478 $ ( 1,487 ) $ 1,418,120

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

13 unchanged sentences

Balance at March 1, 2025 103,415,302 $ 1,034 2,365,100 $ ( 78,451 ) $ 1,335,892 $ 562,134 $ ( 2,852 ) $ 1,817,757

Net income — — — — — 41,102 — 41,102

Stock-based compensation — — — — 4,602 — — 4,602

Foreign currency translation adjustments — — — — — — 309 309

Repurchase of common stock — — 693,375 ( 24,338 ) — — — ( 24,338 )

Shares issued upon vesting of restricted stock units 17,400 — — — ( 302 ) — — ( 302 )

Exercise of options to purchase common stock 151,000 2 — — 1,819 — — 1,821

Balance at May 31, 2025 103,583,702 $ 1,036 3,058,475 $ ( 102,789 ) $ 1,342,011 $ 603,236 $ ( 2,543 ) $ 1,840,951

See accompanying notes to the unaudited consolidated financial statements.

62 unchanged sentences

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands) May 30, 2026 May 31, 2025 May 30, 2026 May 31, 2025

North America (1)

6 unchanged sentences

(1) The North America geographic area consists of net sales substantially related to the United States and there is no individual foreign country to which more than 10% of the Company’s net sales are attributed or that is otherwise deemed individually material.

Charges related to credit losses on accounts receivable from transactions with external customers were immaterial 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.

Charges related to credit losses on accounts receivable from transactions with external customers were immaterial for the thirteen and thirty-nine weeks ended May 30, 2026.

Charges related to credit losses on accounts receivable from transactions with external customers were $ 0.1 million and $ 0.2 million for the thirteen and thirty-nine weeks ended May 31, 2025, respectively.

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

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.

Changes to Goodwill during the thirty-nine weeks ended May 30, 2026, were as follows:

(In thousands) Goodwill

Balance as of August 30, 2025 $ 589,974

Accumulated impairment ( 38,000 )

Balance as of May 30, 2026 $ 551,974

As a result of the sustained decline in the Company’s share price and declines in the Company’s market capitalization assessed during the third 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 third quarter, May 30, 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 less than its carrying value, resulting in a loss on impairment of $ 38.0 million for goodwill during the thirteen and thirty-nine weeks ended May 30, 2026.

There were no impairment charges related to goodwill during the thirty-nine weeks ended May 31, 2025.

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

17 unchanged sentences

$ 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.

Changes in Intangible assets, net during the thirty-nine weeks ended May 30, 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 $ 11.7 million for the thirteen and thirty-nine weeks ended May 30, 2026.

Amortization expense related to intangible assets was $ 3.7 million and $ 11.2 million for the thirteen and thirty-nine weeks ended May 31, 2025.

There were no impairment charges related to its finite-lived intangible assets during the thirty-nine weeks ended May 30, 2026, and May 31, 2025.

As a result of the sustained decline in the Company’s stock price and declines in the Company’s market capitalization assessed during the third 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 third quarter, May 30, 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 $ 13.0 million for OWYN and $ 31.0 million for Atkins during the thirteen weeks ended May 30, 2026.

Impairment charges were

$ 200.0 million for OWYN and $ 93.0 million for Atkins for the thirty-nine weeks ended May 30, 2026.

In addition, the Company included the Quest brand and trademark indefinite-lived intangible asset within the quantitative assessment;

utilizing an income approach to estimate the fair value of the intangible asset.

Based on testing, its fair value exceeded its carrying value, resulting in no impairment.

There were no impairment charges related to the Company’s indefinite-lived intangible assets during the thirty-nine weeks ended May 31, 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.

44 unchanged sentences

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

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

The Company was in compliance with all covenants as of May 30, 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)

(In thousands) May 30, 2026 August 30, 2025

Term Facility (effective rate of 5.7% at May 30, 2026)

$ 400,000 $ 250,000

1 unchanged sentence

Long-term debt, net of deferred financing fees $ 397,037 $ 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 Company is no t required to make principal payments on the Term Facility over the twelve months following the period ended May 30, 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.

As of May 30, 2026, the Company had letters of credit in the amount of $ 1.1 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.

No amounts were drawn against these letters of credit as of May 30, 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.

As of May 30, 2026, and August 30, 2025, the book value of the Company’s debt approximated fair value.

The estimated fair value of the Term Loan is valued based on observable inputs and classified as Level 2 in the fair value hierarchy.

6 unchanged sentences

These valuations require significant judgment.

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

Components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of May 30, 2026.

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

Thirty-Nine Weeks Ended

(In thousands) May 30, 2026 May 31, 2025

(Loss) income before income taxes $ ( 239,140 ) $ 151,395

1 unchanged sentence

Effective tax rate 22.1 % 23.4 %

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

The effective tax rate for the thirty-nine weeks ended May 30, 2026 was 1.3 % lower than the effective tax rate for the thirty-nine weeks ended May 31, 2025, which was primarily driven by a tax benefit related to the wind-down of operations at the Company’s legacy Canadian subsidiary and the tax effect related to the non-deductible goodwill impairment.

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.

As of May 30, 2026, the Company had no finance lease agreements.

Our leases have remaining lease terms up to 6 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

The Company’s lease costs recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss), respectively.

consist of the following:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands) Statements of Operations Caption May 30, 2026 May 31, 2025 May 30, 2026 May 31, 2025

Operating lease cost:

6 unchanged sentences

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

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

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

Operating lease right-of-use assets Other long-term assets $ 39,624 $ 44,118

3 unchanged sentences

Total lease liabilities $ 51,427 $ 55,361

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

Future maturities of lease liabilities as of May 30, 2026, were as follows:

(In thousands) Operating Leases

6 unchanged sentences

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

February 28, 2026 August 30, 2025

May 30, 2026 August 30, 2025

Weighted-average remaining lease term (in years)

3 unchanged sentences

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

Twenty-Six Weeks Ended

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

Thirty-Nine Weeks Ended

(In thousands) May 30, 2026 May 31, 2025

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

These contracts contain endorsement fees, which are expensed ratably over the life of the contract, and performance fees, that are recognized at the time of achievement.

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

Based on the terms of contracts in place and achievement of performance conditions as of May 30, 2026, the Company will be required to make payments of $ 0.2 million over the next year.

Stockholders’ Equity

1 unchanged sentence

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”).

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

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

1 unchanged sentence

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

During the thirteen weeks ended 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.

During the thirteen and thirty-nine weeks ended May 30, 2026, the Company repurchased 2,061,263 and 11,651,767 shares of common stock at an average price of $ 12.14 and $ 18.29 per share, respectively, inclusive of commissions and exclusive of accrued excise tax.

During the thirteen and thirty-nine weeks ended May 31, 2025, the Company repurchased 693,375 shares of common stock at an average price of $ 35.10 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 and twenty-six weeks ended March 1, 2025.

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

As of May 30, 2026, approximately $ 157.5 million remained available under the Current Authorization.

Earnings Per Share

2 unchanged sentences

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.

As the Company was in a net loss position for the thirteen and thirty-nine weeks ended May 30, 2026, 0.1 million and 0.2 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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(In thousands, except per share data) May 30, 2026 May 31, 2025 May 30, 2026 May 31, 2025

Basic (loss) earnings per share computation:

2 unchanged sentences

Basic (loss) earnings per share from net (loss) income $ ( 0.58 ) $ 0.41 $ ( 1.99 ) $ 1.15

Diluted earnings per share computation:

Diluted (loss) earnings per share computation:

Net (loss) income available for common stockholders $ ( 51,972 ) $ 41,102 $ ( 186,401 ) $ 115,971

5 unchanged sentences

Diluted (loss) earnings per share from net (loss) income $ ( 0.58 ) $ 0.40 $ ( 1.99 ) $ 1.14

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.

Diluted earnings per share calculations for the thirteen and thirty-nine week periods ended May 30, 2026, excluded 4.0 million and 2.5 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 thirty-nine week periods ended May 31, 2025, excluded 0.8 million and 0.7 million shares of common stock issuable upon exercise of stock options and non-vested Stock Units, respectively, that would have been anti-dilutive.

Omnibus Incentive Plan

2 unchanged sentences

Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where recipient’s other compensation is reported.

The Company recorded stock-based compensation expense of $ 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.

The Company recorded stock-based compensation expense of $ 5.6 million and $ 4.0 million in the thirteen weeks ended May 30, 2026, and May 31, 2025, respectively, and $ 13.2 million and $ 12.8 million during the thirty-nine weeks ended May 30, 2026, and May 31, 2025, respectively.

The thirty-nine weeks ended May 30, 2026 are inclusive of the recognition of $ 1.0 million of stock-based compensation expense in the second quarter of fiscal year 2026 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”).

6 unchanged sentences

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:

The following table summarizes stock option activity, inclusive of the CEO Stock Option Inducement Award, for the thirty-nine weeks ended May 30, 2026:

Shares underlying options Weighted average

4 unchanged sentences

Forfeited ( 17,974 ) 36.32

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.

Outstanding as of May 30, 2026 3,429,580 $ 23.02 6.22

Vested and expected to vest as of May 30, 2026 3,429,580 $ 23.02 6.22

Exercisable as of May 30, 2026 1,330,356 $ 25.86 3.85

As of May 30, 2026, the Company had $ 12.9 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.6 years.

During the thirty-nine weeks ended May 30, 2026, and May 31, 2025, the Company received $ 1.1 million and $ 12.0 million in cash from stock option exercises, respectively.

Restricted Stock Units

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

The following table summarizes restricted stock unit activity for the thirty-nine weeks ended May 30, 2026:

Units Weighted average

4 unchanged sentences

Forfeited ( 93,600 ) 31.54

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.

Non-vested as of May 30, 2026 1,121,300 $ 22.04

As of May 30, 2026, the Company had $ 16.6 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 2.1 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.

During the thirty-nine weeks ended May 30, 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.

9 unchanged sentences

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.

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:

The following table summarizes performance stock unit activity for the thirty-nine weeks ended May 30, 2026:

Units Weighted average

4 unchanged sentences

Forfeited ( 158,851 ) 37.37

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

Non-vested as of May 30, 2026 353,039 $ 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:

Twenty-Six Weeks Ended Twenty-Six Weeks Ended

February 28, 2026 March 1, 2025

Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended

May 30, 2026 May 31, 2025

Expected volatility 29.96 % 31.38 %

3 unchanged sentences

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.

As of May 30, 2026, the Company had $ 4.9 million of total unrecognized compensation cost related to performance stock units that will be recognized over an expected weighted average period of 2.0 years.

Stock Appreciation Rights

1 unchanged sentence

The SARs settle in shares of its common stock once the applicable vesting criteria have been met.

The SARs outstanding as of 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:

The SARs outstanding as of May 30, 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 thirty-nine weeks ended May 30, 2026:

Shares underlying SARs Weighted average

3 unchanged sentences

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;

Outstanding as of May 30, 2026 150,000 $ 37.67

Vested as of May 30, 2026 150,000 $ 37.67

Exercisable as of May 30, 2026 150,000 $ 37.67

The SARs outstanding as of the thirty-nine weeks ended May 30, 2026, are liability-classified;

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

Segment Information

The Company 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.

As of May 30, 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 May 31, 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”).

2 unchanged sentences

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:

Thirteen Weeks Ended Twenty-Six Weeks Ended

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

The following table summarizes our segment net sales, significant expenses, and net income for the thirteen and thirty-nine week periods ended May 30, 2026, and May 31, 2025:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

May 30, 2026 May 31, 2025 May 30, 2026 May 31, 2025

Net sales $ 356,983 $ 380,956 $ 1,023,194 $ 1,081,879

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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:

For the thirteen and thirty-nine week periods ended May 30, 2026, the Company incurred $ 13.5 million and $ 18.1 million of costs for restructuring activities, of which $ 6.2 million and $ 6.2 million have been included within Cost of goods sold, $ 1.1 million and $ 1.1 million have been included within Selling and Marketing , and $ 6.2 million and $ 10.8 million have been included within General and administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss), respectively.

Changes to the restructuring liability during thirty-nine weeks ended May 30, 2026 were as follows:

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

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Non-cash settlements or adjustments ( 1,985 ) ( 1,985 )

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.

Balance as of May 30, 2026 $ 12,150 $ 12,150

During the second quarter of fiscal year 2026, the Company announced certain 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 included workforce reductions, changes in management structure, actions to streamline its operations and other cost savings initiatives.

As of May 30, 2026, the Company expects to incur approximately $ 25.0 million, including the $ 18.1 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 the second quarter of fiscal year 2026 related to the separation of the Company’s prior President and Chief Executive Officer in January

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements