Nathans Famous SEC Filings

Nathan’s Famous, Inc. filed its annual report outlining its hot dog–focused foodservice business and a pending sale to Smithfield Foods. Nathan’s plans a merger where a Smithfield subsidiary will combine into Nathan’s, which will then become a wholly owned subsidiary and cease to be publicly traded, subject to stockholder approval and CFIUS clearance.

The company earns revenue from company-owned restaurants, franchising, a Branded Product Program, and high‑margin licensing. In fiscal 2026, licensing agreements produced $37,417,000 of revenue, including $33,589,000 from Smithfield Foods. The Branded Product Program generated $105,768,000, while company-owned restaurants and franchise operations contributed $12,508,000 and $4,317,000, respectively.

As of September 26, 2025, non‑affiliate equity market value was about $310,117,000, and as of June 5, 2026 there were 4,094,405 common shares outstanding. The 2026 year ran from March 31, 2025 to March 29, 2026. Nathan’s reports ongoing inflation in beef costs and highlights concentration risks tied to key licensees and Branded Product customers, as well as detailed risks and uncertainties around completing the Smithfield merger.

Nathan’s Famous, Inc. reported results for its fiscal year and fourth quarter ended March 29, 2026 and declared a quarterly cash dividend. The Board approved a cash dividend of $0.50 per share for fiscal 2027, payable on June 30, 2026 to shareholders of record on June 22, 2026.

For the quarter, total revenues were $35,066,000 with net income of $2,809,000, or $0.68 diluted EPS. For the full year, total revenues were $162,063,000 and net income was $20,020,000, or $4.85 diluted EPS. Full-year EBITDA was $31,972,000 and Adjusted EBITDA was $36,314,000, reflecting transaction costs tied to its pending merger.

The company reiterated its Agreement and Plan of Merger under which Smithfield Foods, Inc. will acquire Nathan’s for $102.00 in cash per share, implying an enterprise value of approximately $450 million. Closing remains subject to stockholder approval, CFIUS clearance and other conditions, and is now expected in the second half of 2026.

Gabelli-affiliated investment entities report beneficial ownership of 481,086 shares of Nathans Famous common stock, representing 11.75% of the 4,094,405 shares outstanding as reported in the issuer’s Form 10‑Q for the quarter ended December 28, 2025.

The stake consists of 285,086 shares (6.96%) held by GAMCO Asset Management Inc., 187,000 shares (4.57%) held by Gabelli Funds LLC, and 9,000 shares (0.22%) held by Teton Advisors LLC. Other named Gabelli-related entities, including GAMCO Investors, Inc., GGCP, Inc., Associated Capital Group, Inc., and Mario Gabelli, report zero direct beneficial ownership.

Each investment adviser has sole voting and dispositive power over the shares it manages, generally for the benefit of advisory clients or funds. The group files a long-form Schedule 13D to align ongoing communications with Nathans Famous management with their disclosure obligations under the Exchange Act.

Nathan’s Famous, Inc. is asking stockholders to approve a merger under an Agreement and Plan of Merger dated January 20, 2026. If approved and completed, each outstanding share of Common Stock will be converted into the right to receive $102.00 in cash per share, less any applicable withholding tax.

The merger would make Nathan’s a wholly‑owned subsidiary of Smithfield Foods, Inc.; upon closing Nathan’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act. The transaction is not subject to a financing condition and Parent expects to fund the approximately $485 million purchase price from cash on hand. The board recommends that stockholders vote FOR the merger, the advisory executive compensation proposal and the adjournment proposal.

Nathan’s Famous, Inc. reported higher sales but lower profits for the 39 weeks ended December 28, 2025 while also agreeing to be acquired. Total revenues rose to $126,997,000 from $117,395,000, driven mainly by Branded Products and steady licensing income.

Net income declined to $17,211,000 from $19,791,000 as cost of sales, general and administrative expenses, and higher effective tax rates offset revenue gains. Cash from operations was strong at $15,692,000, supporting $16,358,000 of dividends and $1,800,000 of term-loan repayments.

Subsequent to quarter-end, Nathan’s entered a Merger Agreement under which shareholders will receive $102.00 in cash per share, and the company will become a wholly owned subsidiary of Smithfield Foods, Inc., ceasing to be publicly traded once the deal closes, subject to shareholder and regulatory approvals.

Nathan’s Famous, Inc. filed a current report stating that on February 5, 2026 it issued a press release announcing financial results for its third fiscal quarter ended December 28, 2025. The full text of this earnings press release is included as Exhibit 99.1 and incorporated by reference.

Nathan's Famous, Inc. insider Howard M. Lorber filed an amended ownership report showing he beneficially owns 989,841 shares of common stock, or 24.2% of the company’s outstanding shares as of January 20, 2026. These holdings include shares he owns directly and through Lorber Alpha II LP and Lorber Gamma LP, over which he has sole voting and dispositive power, and exclude 22,550 shares held by Lorber Charitable Fund and 20,000 unvested restricted stock units.

The amendment details years of option exercises, tax‑related share withholdings, gifts and contributions to affiliated partnerships, as well as recent vesting of restricted stock units. It also discloses that on January 20, 2026, Nathan’s Famous agreed to be acquired through a merger with a subsidiary of Smithfield Foods, Inc., and Lorber and his affiliated partnerships entered into a Voting Agreement committing their shares to support approval of the merger and to oppose competing acquisition proposals, subject to customary termination conditions and transfer restrictions.

Nathan’s Famous, Inc. agreed to be acquired by Smithfield Foods through a cash merger at $102.00 per share, after which Nathan’s will become a wholly owned subsidiary and its stock will stop trading publicly. Each outstanding share (other than certain excluded and appraisal shares) will be converted into the right to receive the cash payment, and company stock options and RSUs will be cashed out based on this price, with RSUs vesting in full at target levels.

The deal requires approval from Nathan’s stockholders, antitrust clearance under the HSR Act, and CFIUS clearance, and it is subject to customary closing conditions and absence of a material adverse effect. A voting agreement covers about 29.9% of shares in favor of the merger, and Nathan’s may continue up to two regular quarterly cash dividends of $0.50 per share. The merger agreement includes a company termination fee of $10,581,814 in specified circumstances and a reverse termination fee of $7,407,270 payable by the buyer tied mainly to CFIUS-related outcomes. The CEO and CFO also entered retention agreements providing cash bonuses of $3,250,000.00 and $1,050,000.00, respectively, if the merger closes.

Nathan’s Famous (NATH) reported Q2 FY2026 results with total revenues of $45,687,000, up 11% year over year. Net income was $5,199,000 and diluted EPS was $1.26. Income from operations declined to $7,502,000 as higher commodity costs lifted cost of sales by 24%.

Branded Products revenue rose 18% to $29,047,000 on 7% higher hot dog volume and an 11% higher average selling price. Company-owned restaurant sales increased 5% to $5,624,000, while license royalties decreased 3% to $9,227,000 as retail volume fell 18% but was partly offset by pricing. Interest expense improved to $739,000 from $1,441,000.

Cash and cash equivalents were $32,175,000, and long-term debt (net) was $46,909,000. The Board declared a third quarterly cash dividend of $0.50 per share and a special dividend of $2.50 per share (approximately $10,224) payable December 5, 2025 to holders of record on November 24, 2025. Shares outstanding were 4,089,510 as of November 3, 2025.