NATH — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-06-09

• On January 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Smithfield Foods, Inc., a Virginia corporation (“Buyer” or “Smithfield Foods”) and Boardwalk Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”). Pursu…

• Product development – The Company continues to research and to develop new menu items to keep our offerings relevant, as well as introduce fresh takes on classic favorites. The Company believes new products can increase revenue by expanding our customer base and continuing to build brand awareness.

• During fiscal 2026, our licensee, Lake Street Provisions, Inc. began to sell Nathan’s Famous meat sticks and meat jerky snacks. The products made their debut at the Company’s International Hot Dog Eating Contest held on July 4, 2025. During fiscal 2026, we earned royalties of $75,000 under this agre…

• Nathan’s World Famous Beef Hot Dogs are primarily manufactured by Smithfield Foods for sale at retail, for our Branded Product Program and for our restaurant system. Smithfield Foods and another hot dog manufacturer supply the hot dogs for our Company-owned and franchised restaurants. All hot dogs a…

• Baseball: Yankee Stadium – New York Yankees; Citi Field – New York Mets; and Tropicana Field – Tampa Bay Rays

Text removed vs the prior filing · source: 10-K · 2025-06-10

• Product development – The Company collaborates with its licensees on potential new product offerings. New products can increase revenue by expanding our customer base and continuing to build brand awareness.

• Nathan’s World Famous Beef Hot Dogs are primarily manufactured by Smithfield Foods, Inc. for sale at retail, for our Branded Product Program and for our restaurant system. Smithfield Foods, Inc. and another hot dog manufacturer supply the hot dogs for our Company-owned and franchised restaurants. Al…

• Baseball: Yankee Stadium – New York Yankees; Citi Field – New York Mets; Tropicana Field – Tampa Bay Rays (temporarily relocated to Steinbrenner Field due to damage sustained by Hurricane Milton in October 2024); and

• Football: AT&T Stadium – Dallas Cowboys; Lambeau Field – Green Bay Packers.

Text added vs the prior filing · source: 10-K · 2026-06-09

• The announcement and pendency of the proposed Merger with Smithfield Foods may adversely affect our business, financial condition and results of operations.

• There are material uncertainties and risks associated with the proposed Merger, including the timing of the consummation of the Merger, which may adversely affect our business and ongoing operations, financial condition and results of operations, employees, customers, stockholders, other parties and…

• Failure to complete the Merger could negatively impact the price of our common stock, as well as our future business and financial results.

• The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Merger, including stockholder approval and regulatory approval. We cannot assure you that all of the conditions to the Merger will be satisfied or waived on a timely basis. If the con…

• If the Merger is not completed, our ongoing business may be adversely affected as follows: (i) we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock; (ii) some of management’s attention will have been directed to the Merge…

Text removed vs the prior filing · source: 10-K · 2025-06-10

• Our results of operations could be adversely affected by disease epidemics, public health concerns or other catastrophic events.

• A recurrence of coronavirus (“COVID-19”) or the emergence of other health epidemics or pandemics could substantially impact customer traffic at our Company-owned and franchised restaurants, as well as sales to our Branded Product Program customers and royalties earned from our licensing activities.

• The Company cannot predict if new variants of COVID-19 will be discovered, other health epidemics or pandemics may arise, what restrictions may be enacted by local, state and the federal government, to what extent it can maintain off-premises sales volumes, whether it can maintain sufficient staffin…

• Additionally, unforeseen or other catastrophic events including natural disasters, military conflicts, terrorism, labor unrest and other political unrest could have an adverse impact on our operations, disrupt the operations of franchisees, suppliers or customers. These events could negatively impac…

• Additionally, there is no assurance that any supplemental sources of supply would be capable of meeting our specifications and quality standards on a timely and consistent basis or that the financial terms of such supply arrangement will be comparable to our present terms.

Text added vs the prior filing · source: 10-K · 2026-06-09

• Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to facilitate an understanding of our business and results of operations. This MD&A should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes to Consolid…

• The following section generally discusses fiscal year 2026 and fiscal year 2025 items and year-to-date comparisons between 2026 and 2025.

• On January 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Smithfield Foods, Inc., a Virginia corporation (“Buyer” or “Smithfield Foods”) and Boardwalk Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”). Pursua…

• Inflationary pressures negatively impacted our consolidated results of operations during fiscal 2026, most notably within our Branded Product Program segment, due primarily to commodity prices on beef and beef trimmings. We anticipate continued inflationary pressures on commodity prices, including b…

• Uncertainty in the current macroeconomic environment, including the impact of inflation, may have an adverse impact on our sales or increase our cost of goods sold.

Text removed vs the prior filing · source: 10-K · 2025-06-10

• Inflationary pressures impacted our consolidated results of operations during fiscal 2025, and we anticipate continued inflationary pressures on commodity prices, including beef and beef trimmings, as well as labor inflation during fiscal 2026. In general, we have been able to offset some of these c…

• Uncertainty in the current macroeconomic environment, including the impact of tariffs, may have an adverse impact on our sales or increase our cost of goods sold.

• On July 10, 2024, the Company entered into a five-year unsecured Credit Agreement (the “Credit Agreement”) with Citibank, N.A. and borrowed $60,000,000 in Term Loan borrowings to refinance and redeem our outstanding 6.625% Senior Secured Notes due 2025 (the “2025 Notes”). See NOTE J – LONG TERM DEBT…

• As described in Item 1A. “Risk Factors” and other sections in this Annual Report on Form 10-K for the year ended March 30, 2025, our future results could be impacted by many developments including the impact of the inflationary pressures on our business, as well as our dependence on Smithfield Foods…

• Fiscal year ended March 30, 2025 compared to fiscal year ended March 31, 2024

Text removed vs the prior filing · source: 10-K · 2025-06-10

• A short-term increase or decrease of 10% in the cost of our food and paper products for the year ended March 30, 2025 would have increased or decreased our cost of sales by approximately $8,338,000.