Item 1. Financial Statements
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)
May 30, 2026 August 30, 2025
Assets
Current assets:
Cash $ 123,884 $ 98,468
Accounts receivable, net 156,067 164,978
Inventories, net 164,314 167,217
Prepaid expenses 4,432 7,209
Other current assets 15,441 15,812
Total current assets 464,138 453,684
Long-term assets:
Property and equipment, net 42,334 39,738
Intangible assets, net 956,883 1,261,603
Goodwill 551,974 589,974
Other long-term assets 47,115 51,046
Total assets $ 2,062,444 $ 2,396,045
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 57,025 $ 78,298
Accrued interest 63 44
Accrued expenses and other current liabilities 39,690 46,219
Total current liabilities 96,778 124,561
Long-term liabilities:
Long-term debt, less current maturities 397,037 249,066
Deferred income taxes 107,057 166,091
Other long-term liabilities 43,452 49,494
Total liabilities 644,324 589,212
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, 104,050,545 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
Retained earnings 404,478 590,879
Accumulated other comprehensive loss ( 1,487 ) ( 2,433 )
Total stockholders’ equity 1,418,120 1,806,833
Total liabilities and stockholders’ equity $ 2,062,444 $ 2,396,045
See accompanying notes to the unaudited consolidated financial statements.
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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 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
Cost of goods sold 240,884 242,437 694,162 682,737
Gross profit 116,099 138,519 329,032 399,142
Operating expenses:
Selling and marketing 39,173 33,799 97,017 101,871
General and administrative 40,453 41,229 113,334 115,306
Depreciation and amortization 4,337 4,171 13,279 12,479
Business transaction costs — — — 820
Loss on impairment 82,000 — 331,000 —
Total operating expenses 165,963 79,199 554,630 230,476
(Loss) income from operations ( 49,864 ) 59,320 ( 225,598 ) 168,666
Other income (expense):
Interest income 689 673 2,068 2,150
Interest expense ( 5,776 ) ( 4,900 ) ( 15,895 ) ( 19,099 )
Gain (loss) on foreign currency transactions 1 ( 337 ) 134 ( 342 )
Other income 15 ( 14 ) 151 20
Total other (expense) ( 5,071 ) ( 4,578 ) ( 13,542 ) ( 17,271 )
(Loss) income before income taxes ( 54,935 ) 54,742 ( 239,140 ) 151,395
Income tax (benefit) expense ( 2,963 ) 13,640 ( 52,739 ) 35,424
Net (loss) income $ ( 51,972 ) $ 41,102 $ ( 186,401 ) $ 115,971
Other comprehensive income:
Foreign currency translation, net of reclassification adjustments 101 309 946 ( 504 )
Comprehensive (loss) income $ ( 51,871 ) $ 41,411 $ ( 185,455 ) $ 115,467
(Loss) earnings per share from net (loss) income:
Basic $ ( 0.58 ) $ 0.41 $ ( 1.99 ) $ 1.15
Diluted $ ( 0.58 ) $ 0.40 $ ( 1.99 ) $ 1.14
Weighted average shares outstanding:
Basic 89,940,680 100,923,690 93,677,801 100,787,087
Diluted 89,940,680 101,635,521 93,677,801 101,669,998
See accompanying notes to the unaudited consolidated financial statements.
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The Simply Good Foods Company and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)
Thirty-Nine Weeks Ended
May 30, 2026 May 31, 2025
Operating activities
Net (loss) income
$ ( 186,401 ) $ 115,971
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 18,096 15,480
Amortization of deferred financing costs and debt discount 491 1,334
Stock compensation expense 13,186 12,819
Loss on impairment 331,000
—
Estimated credit losses 19 231
Unrealized (gain) loss on foreign currency transactions ( 134 ) 342
Deferred income taxes ( 59,034 ) 10,583
Amortization of operating lease right-of-use asset 4,494 5,192
Other 4,864 1,063
Changes in operating assets and liabilities:
Accounts receivable, net 9,270 ( 2,382 )
Inventories, net ( 864 ) ( 23,185 )
Prepaid expenses 2,753 ( 1,612 )
Other current assets 434 ( 783 )
Accounts payable ( 21,009 ) 12,887
Accrued interest 19 ( 221 )
Accrued expenses and other current liabilities ( 9,854 ) ( 10,788 )
Other assets and liabilities ( 5,160 ) ( 3,844 )
Net cash provided by operating activities
102,170 133,087
Investing activities
Purchases of property and equipment ( 10,090 ) ( 2,516 )
Acquisition of business, net of cash acquired — 1,713
Investments in intangible and other assets — ( 1,389 )
Net cash used in investing activities
( 10,090 ) ( 2,192 )
Financing activities
Proceeds from option exercises 1,056 11,956
Tax payments related to issuance of restricted stock units and performance stock units ( 2,167 ) ( 2,824 )
Repurchase of common stock ( 213,204 ) ( 24,338 )
Principal payments of long-term debt — ( 150,000 )
Proceeds from issuance of long-term debt 150,000 —
Deferred financing costs
( 2,632 ) —
Net cash used in financing activities
( 66,947 ) ( 165,206 )
Cash and cash equivalents
Net increase (decrease) in cash 25,133 ( 34,311 )
Effect of exchange rate on cash 283 ( 211 )
Cash at beginning of period 98,468 132,530
Cash and cash equivalents at end of period
$ 123,884 $ 98,008
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Thirty-Nine Weeks Ended
May 30, 2026 May 31, 2025
Supplemental disclosures of cash flow information
Cash paid for interest
$ 15,385 $ 17,986
Cash paid for taxes
$ 14,387 $ 29,112
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
Non-cash additions to property and equipment $ 432 $ 1,226
Non-cash additions to intangible assets $ — $ 223
See accompanying notes to the unaudited consolidated financial statements.
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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
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
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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
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.
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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,
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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 Thirty-Nine Weeks Ended
(In thousands) May 30, 2026 May 31, 2025 May 30, 2026 May 31, 2025
North America (1)
Atkins $ 84,649 $ 112,287 $ 254,636 $ 329,105
Quest 230,260 227,737 652,045 630,445
OWYN 34,774 33,551 94,091 99,611
Total North America 349,683 373,575 1,000,772 1,059,161
International 7,300 7,381 22,422 22,718
Total net sales $ 356,983 $ 380,956 $ 1,023,194 $ 1,081,879
(1) The North America geographic area consists of net sales substantially related to the United States and there is no individual foreign country to which more than 10% of the Company’s net sales are attributed or that is otherwise deemed individually material.
Charges related to credit losses on accounts receivable from transactions with external customers were immaterial for the thirteen 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.
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4. Goodwill and Intangibles
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:
May 30, 2026
(In thousands) Useful life Gross carrying amount Accumulated amortization Net carrying
amount
Intangible assets with indefinite life:
Brands and trademarks Indefinite life $ 849,000 $ — $ 849,000
Intangible assets with finite lives:
Customer relationships 15 years 194,500 87,863 106,637
Licensing agreements 10 years 16,072 15,634 438
Proprietary recipes and formulas 7 years 7,000 7,000 —
Software and website development costs 3 - 5 years 6,641 5,833 808
$ 1,073,213 $ 116,330 $ 956,883
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 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
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$ 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. 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.
Estimated future amortization for each of the next five fiscal years and thereafter is as follows:
(In thousands) Amortization
Remainder of 2026 $ 3,879
2027 13,575
2028 12,967
2029 12,967
2030 12,967
2031 and thereafter 51,528
Total $ 107,883
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.
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On January 31, 2025, the Company entered into a seventh amendment (the “2025 Repricing Amendment”) to the Credit Agreement to reduce the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effective date of the 2025 Repricing Amendment.
On November 19, 2025, the Company entered into an eighth amendment (the “2026 Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $ 150.0 million and provided for an extension of the maturity date from March 17, 2027 to March 17, 2030. The 2026 Incremental Facility Amendment also provided for an extension of the stated maturity date of the Revolving Commitments and Revolving Loans (each as defined in the Credit Agreement) from December 16, 2026, to the earlier of (i) 91 days prior to the then-effective maturity date of the Term Facility and (ii) December 16, 2029. The terms of the incremental borrowing are substantially the same as the terms of the outstanding borrowings under the Term Facility. No amounts of the Term Facility were repaid as a result of the execution of the 2026 Incremental Facility Amendment.
Effective as of the 2026 Incremental Facility Amendment, the interest rate per annum for the Initial Term Loans is based on either:
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 May 30, 2026, and August 30, 2025, respectively.
Long-term debt consists of the following:
(In thousands) May 30, 2026 August 30, 2025
Term Facility (effective rate of 5.7% at May 30, 2026)
$ 400,000 $ 250,000
Less: Deferred financing fees ( 2,963 ) ( 934 )
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 May 30, 2026. The outstanding balance of the Term Facility is due upon its maturity in March 2030.
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 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 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.
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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.
Components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of May 30, 2026.
7. Income Taxes
The tax expense and the effective tax rate resulting from operations were as follows:
Thirty-Nine Weeks Ended
(In thousands) May 30, 2026 May 31, 2025
(Loss) income before income taxes $ ( 239,140 ) $ 151,395
(Benefit) provision for income taxes $ ( 52,739 ) $ 35,424
Effective tax rate 22.1 % 23.4 %
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.
8. Leases
The Company generally leases office space and distribution centers in the United States through operating 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 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:
Lease cost Cost of goods sold and General and administrative $ 2,305 $ 2,504 $ 6,913 $ 6,923
Variable lease cost (1)
Cost of goods sold and General and administrative 1,027 912 3,401 2,970
Total operating lease cost 3,332 3,416 10,314 9,893
Total lease cost $ 3,332 $ 3,416 $ 10,314 $ 9,893
(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.
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The right-of-use assets and corresponding liabilities related to operating are as follows:
(In thousands) Balance Sheets Caption May 30, 2026 August 30, 2025
Assets
Operating lease right-of-use assets Other long-term assets $ 39,624 $ 44,118
Total lease assets $ 39,624 $ 44,118
Liabilities
Current:
Operating lease liabilities Accrued expenses and other current liabilities $ 7,975 $ 5,867
Long-term:
Operating lease liabilities Other long-term liabilities 43,452 49,494
Total lease liabilities $ 51,427 $ 55,361
Future maturities of lease liabilities as of May 30, 2026, were as follows:
(In thousands) Operating Leases
Fiscal year ending:
Remainder of 2026 $ 2,696
2027 10,927
2028 10,388
2029 10,438
2030 10,549
Thereafter 16,146
Total lease payments 61,144
Less: Interest ( 9,717 )
Present value of lease liabilities $ 51,427
The weighted-average remaining lease terms and weighted-average discount rates for operating leases were as follows:
May 30, 2026 August 30, 2025
Weighted-average remaining lease term (in years)
Operating leases 5.59 6.31
Weighted-average discount rate
Operating leases 6.0 % 6.0 %
Supplemental and other information related to operating leases was as follows:
Thirty-Nine Weeks Ended
(In thousands) May 30, 2026 May 31, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 8,185 $ 7,925
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.
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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 May 30, 2026, the Company will be required to make payments of $ 0.2 million over the next year.
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 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. 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 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. The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on the net amount of share repurchases. As of May 30, 2026, approximately $ 157.5 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 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.
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The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:
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:
Numerator:
Net (loss) income available to common stockholders $ ( 51,972 ) $ 41,102 $ ( 186,401 ) $ 115,971
Denominator:
Weighted average common shares outstanding - basic 89,940,680 100,923,690 93,677,801 100,787,087
Basic (loss) earnings per share from net (loss) income $ ( 0.58 ) $ 0.41 $ ( 1.99 ) $ 1.15
Diluted (loss) earnings per share computation:
Numerator:
Net (loss) income available for common stockholders $ ( 51,972 ) $ 41,102 $ ( 186,401 ) $ 115,971
Numerator for diluted (loss) earnings per share $ ( 51,972 ) $ 41,102 $ ( 186,401 ) $ 115,971
Denominator:
Weighted average common shares outstanding - basic 89,940,680 100,923,690 93,677,801 100,787,087
Employee stock options — 548,926 — 700,710
Non-vested stock units — 162,905 — 182,201
Weighted average common shares - diluted 89,940,680 101,635,521 93,677,801 101,669,998
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 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.
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 $ 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”). 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.
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Stock Options
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
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 ( 17,974 ) 36.32
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 thirty-nine weeks ended May 30, 2026:
Units Weighted average
grant-date fair value
Non-vested as of August 30, 2025 639,015 $ 36.14
Granted 904,045 17.00
Vested ( 328,160 ) 32.88
Forfeited ( 93,600 ) 31.54
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 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. 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-
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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 thirty-nine weeks ended May 30, 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 ( 158,851 ) 37.37
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:
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
May 30, 2026 May 31, 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 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
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 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
exercise price
Outstanding as of August 30, 2025 150,000 $ 37.67
Granted — —
Exercised — —
Forfeited — —
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.
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13. Segment Information
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”). 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 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
Cost of goods sold 240,884 242,437 694,162 682,737
Operating expenses:
Selling and marketing 39,173 33,799 97,017 101,871
General and administrative 40,453 41,229 113,334 115,306
Depreciation and amortization 4,337 4,171 13,279 12,479
Business transaction costs — — — 820
Loss on impairment 82,000 — 331,000 —
Other income (expense) ( 5,071 ) ( 4,578 ) ( 13,542 ) ( 17,271 )
Income tax (benefit) expense ( 2,963 ) 13,640 ( 52,739 ) 35,424
Net (loss) income $ ( 51,972 ) $ 41,102 $ ( 186,401 ) $ 115,971
14. Restructuring and Other
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
Balance as of August 30, 2025 $ — $ —
Charges 18,073 18,073
Cash payments ( 3,938 ) ( 3,938 )
Non-cash settlements or adjustments ( 1,985 ) ( 1,985 )
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
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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 Postemployment 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.