Every material Form 8-K NATHANS FAMOUS, INC. has filed with the SEC since August 07, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Nathan's Famous completed its merger with Smithfield Foods, Inc. on October 26, 2026, and is now a wholly-owned subsidiary of the parent company. Each share of common stock was converted into the right to receive the merger consideration, which the filing does not state in dollar terms, and the shares will no longer be listed on Nasdaq. Shareholders no longer hold an equity stake in the company, and it plans to end its SEC reporting obligations.
Merger completed October 26, 2026; Merger Sub merged into Nathan's Famous, which continues as the surviving corporation and a wholly-owned subsidiary of the parent under the Merger Agreement dated January 20, 2026
Common stock converted into the right to receive the Merger Consideration; the filing does not state the per-share amount in this document
Company asked Nasdaq to suspend trading and remove the common stock from listing, and intends to file Form 15 to deregister
Ten directors left the board at the Effective Time; C. Shane Smith became sole director of the surviving corporation, and the Company Credit Agreement dated July 10, 2024 was terminated and paid in full
Nathan's Famous said it is voluntarily supplementing its definitive proxy statement for the proposed $102.00-per-share merger with Smithfield Foods, after two stockholder lawsuits and fifteen demand letters challenged the proxy's disclosures. The company and its board deny the claims, but say the supplements aim to moot the disclosure claims and reduce litigation costs and risks before the October 23, 2026 special meeting of stockholders.
Two lawsuits were filed September 30, 2026, in the Supreme Court of the State of New York against the company and its board, and seek to enjoin the merger.
Purported stockholders delivered fifteen demand letters and two Section 220 books-and-records demands under Delaware law.
The supplemental disclosures cover executive retention discussions with the buyer and Jefferies LLC's selected companies analysis.
The special meeting of stockholders is scheduled for October 23, 2026; the merger consideration is $102.00 per share.
Nathan's Famous reported first-quarter fiscal 2027 revenue of $54.1 million, up from $47.0 million a year earlier, but net income fell to $8.8 million from $8.9 million and diluted EPS fell to $2.14 from $2.16. The company is being acquired by Smithfield Foods for $102.00 per share in cash, and the company expects the deal to close in the second half of 2026.
Revenue was $54,062,000 versus $46,998,000 in the prior-year quarter.
Net income was $8,829,000 versus $8,928,000; diluted EPS was $2.14 versus $2.16.
Branded Product Program income from operations fell to $1,330,000 from $2,276,000, due primarily to a 22% increase in the cost of beef and beef trimmings.
Smithfield Foods merger agreement, signed January 20, 2026, provides for $102.00 per share in cash.
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