Nathans Famous, Inc 10-K for FY2026

Nathans Famous, Inc. (NATH)

10-K 2026-06-09 For: 2026-03-29

Added on June 09, 2026

About this 10-K

Nathans Famous, Inc filed this 10-K on June 9, 2026, covering the fiscal year ended March 29, 2026 (FY2026).

Headline figures

Fiscal year ended March 29, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $162.06M; up 9.4% from $148.18M a year earlier
Net income: $20.02M; down 16.7% from net income of $24.03M a year earlier
Diluted EPS: $4.85; down 17.4% from $5.87 a year earlier

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Delaware			11-3166443
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

One Jericho Plaza, Jericho, New York			11753
(Address of principal executive offices)			(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		NATH		The NASDAQ Global Market

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

PART I		Page

Item 1.	Business.	4
Item 1A.	Risk Factors.	20
Item 1B.	Unresolved Staff Comments.	35
Item 1C.	Cybersecurity.	35
Item 2.	Properties.	36
Item 3.	Legal Proceedings.	37
Item 4.	Mine Safety Disclosures.	37

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	38
Item 6.	Reserved.	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	39
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	50
Item 8.	Financial Statements and Supplementary Data.	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	51
Item 9A.	Controls and Procedures.	51
Item 9B.	Other Information.	52
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	52

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	54
Item 11.	Executive Compensation.	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	54
Item 14.	Principal Accountant Fees and Services.	54

PART IV

Item 15.	Exhibits and Financial Statement Schedules.	56
Item 16.	Form 10-K Summary.	58

Signatures

Index to Financial Statements		F-1

	March 29,		March 30,
	2026		2025
Total revenue	$	3,443,000	$	3,864,000
Gross profit (a)	$	1,009,000	$	1,136,000

Domestic Locations	Company		Franchise (1)		Total (1)
Arizona		-		1		1
Connecticut		-		6		6
Florida		-		20		20
Georgia		-		2		2
Indiana		-		1		1
Kentucky		-		1		1
Maine		-		1		1
Maryland		-		1		1
Massachusetts		-		2		2
Nevada		-		7		7
New Hampshire		-		2		2
New Jersey		-		18		18
New York		4		77		81
North Carolina		-		4		4
Ohio		-		1		1
Pennsylvania		-		6		6
Rhode Island		-		3		3
South Carolina		-		2		2
Virginia		-		1		1
Domestic Subtotal		4		156		160

International Locations	Company		Franchise (1)		Total (1)
Brazil		-		10		10
Dominican Republic		-		6		6
Egypt		-		3		3
France		-		8		8
Kazakhstan		-		1		1
Mexico		-		2		2
Panama		-		2		2
Philippines		-		3		3
Spain		-		1		1
Ukraine		-		27		27
United Arab Emirates		-		2		2
International Subtotal		-		65		65
Grand Total		4		221		225

Nathan’s Restaurants	Location	Current Lease Expiration Date	Approximate Square Footage
Coney Island	Brooklyn, NY	December 2027		10,000
Coney Island Boardwalk (a)	Brooklyn, NY	November 2027		3,800
Long Beach Road	Oceanside, NY	April 2030		4,100
Central Park Avenue	Yonkers, NY	December 2028		3,500

	March 29, 2026			March 30, 2025
Beginning balance		230			230
Opened		23			25
Closed		(32	)		(25	)
Ending balance (a)		221			230

	Fiscal Year
(In thousands)	2026		2025

Net income	$	20,020	$	24,026
Interest expense		2,857		4,106
Provision for income taxes		8,170		8,735
Depreciation and amortization		925		957
EBITDA		31,972		37,824

Loss on debt extinguishment		-		389
Share-based compensation		1,132		993
Transaction costs (1)		3,210		-
ADJUSTED EBITDA	$	36,314	$	39,206

Exhibit No.	Exhibit

2.1	Agreement and Plan of Merger dated as of January 20, 2026, by and among Nathan’s Famous, Inc., a Delaware corporation, Smithfield Foods, Inc., a Virginia corporation, and Boardwalk Merger Sub Inc. a Delaware corporation and wholly owned subsidiary of Smithfield Foods, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 21, 2026.)*+
2.2	Voting Agreement dated as of January 20, 2026, by and among Nathan’s Famous, Inc., a Delaware corporation, Smithfield Foods, Inc., a Virginia corporation, Boardwalk Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Smithfield Foods, Inc., and the stockholders party thereto. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated January 21, 2026.)+
3.1	Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 No. 33- 56976.)
3.2	Amendment to the Certificate of Incorporation, filed December 15, 1992. (Incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 No. 33-56976.)
3.3	By-Laws, as amended. (Incorporated by reference to Exhibit 3.1 to Form 8-K dated November 1, 2006.)
3.4	First Amendment to By-Laws (Incorporated by reference to Exhibit 3.1 to Form 8-K dated July 6, 2023.)
4.1	Specimen Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1 No. 33-56976.)
4.2	Indenture, dated as of November 1, 2017, by and among Nathan’s Famous, Inc., certain of its wholly owned subsidiaries, as guarantors, and U.S. Bank Trust Company, National Association (formerly U.S. Bank National Association), as trustee and collateral trustee (including the form of Note (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report filed on Form 8-K dated November 1, 2017.)
4.3	Description of Common Stock (incorporated by reference to Exhibit 4.5 to Form 10-K for the year ended March 29, 2020.)
10.1	Leases for premises at Coney Island, New York, as follows: (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1 No. 33-56976.)
	a) Lease, dated November 22, 1967, between Nathan’s Realty Associates and the Company.
	b) Lease, dated November 22, 1967, between Ida’s Realty Associates and the Company.
10.2	Form of Standard Franchise Agreement. (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-1 No. 33-56976.)
10.3	***Employment Agreement with Howard M. Lorber, dated as of December 15, 2006. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 15, 2006.)

10.4	***Employment Agreement with Eric Gatoff, dated as of December 15, 2006. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 15, 2006.)
10.5	***Amendment to Employment Agreement with Eric Gatoff dated August 3, 2010. (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 27, 2010.)
10.6	Agreement of Lease between One-Two Jericho Plaza Owner LLC and Nathan’s Famous Services, Inc. dated September 11, 2009, (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 27, 2009.)
10.7	Guaranty by Nathan’s Famous, Inc. of Agreement of Lease with One-Two Jericho Plaza Owner LLC dated September 11, 2009, (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended September 27, 2009.)
10.8	***2010 Stock Incentive Plan (Incorporated by reference to Exhibit A to Proxy Statement on Schedule 14A dated July 23, 2010).
10.9	***Amendment to 2010 Stock Incentive Plan (Incorporated by reference to Exhibit A to Proxy Statement on Schedule 14A dated July 23, 2012).
10.10	***Amendment to Employment Agreement with Howard M. Lorber, dated November 1, 2012. (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 23, 2012).
10.11	***Amendment Number 2, dated December 7, 2017 to Employment Agreement with Howard M. Lorber (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 6, 2017).
10.12	**Letter agreement dated December 5, 2012 between Nathan’s Famous Systems, Inc. and John Morrell & Co. (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 23, 2012).
10.13	First Amendment to Licensing and Supply Agreement, dated September 22, 2016 between Nathan’s Famous Systems, Inc. and John Morrell & Co. (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 24, 2017).
10.14	Second Amendment to Licensing and Supply Agreement, dated June 29, 2017 between Nathan’s Famous Systems, Inc. and John Morrell & Co. (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 24, 2017).
10.15	***Restricted Stock Agreement with Eric Gatoff, dated June 4, 2013. (Incorporated by reference to Exhibit 10.27 to Form 10-K for the year ended March 31, 2013.)
10.16	Parity Lien Security Agreement dated as of November 1, 2017, by and among Nathan’s Famous, Inc. and Other Assignors Identified therein and U.S. Bank Trust Company, National Association (formerly U.S. Bank National Association), as Collateral Trustee. (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended December 24, 2017.)
10.17	***2019 Management Incentive Plan for the Fiscal Year ending March 29, 2020 (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 24, 2018).
10.18	***Nathan’s Famous, Inc. Code Section 162(m) Bonus Plan (Incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on July 28, 2016).
10.19	Agreement of Sale between Nathan’s Famous Operating Corp. and 660 86 LLC dated September 8, 2017. (Incorporated by reference to Exhibit 10.20 to Form 10-K for the year ended March 25, 2018.)
10.20	Amendment to Agreement of Sale between Nathan’s Famous Operating Corp. and 660 86 LLC dated March 6, 2018. (Incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended March 25, 2018.)
10.21	Amendment to Agreement of Sale between Nathan’s Famous Operating Corp. and 660 86 LLC dated July 15, 2018. (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended June 24, 2018.)
10.22	First Amendment to Lease, dated April 1, 2019 by and between Jericho Plaza, LLC and Nathan’s Famous Services, Inc. (Incorporated by reference to Exhibit 10.22 to Form 10-K for the year ended March 31, 2019.)
10.23	***2019 Stock Incentive Plan. (Incorporated by reference to Annex A to Proxy Statement on Schedule 14A dated July 26, 2019.)
10.24	***Amendment No. 3 to Employment Agreement dated as of December 8, 2022 between Nathan’s Famous, Inc. and Howard M. Lorber (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 9, 2022.)
10.25	Credit Agreement, dated as of July 10, 2024, among Nathan’s Famous, Inc., as the Borrower, the Subsidiaries of the Borrower Party hereto, as Guarantors, and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party hereto (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K dated July 10, 2024.)

10.26	Letter Agreement dated as of January 20, 2026, by and between Nathan’s Famous, Inc., a Delaware corporation, and Eric Gatoff. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 21, 2026.)++
10.27	Letter Agreement dated as of January 20, 2026, by and between Nathan’s Famous, Inc., a Delaware corporation, and Robert Steinberg. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 21, 2026.)++
16.1	Letter of Grant Thornton LLP, dated July 6, 2018. (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated July 6, 2018.)
16.2	Letter from Marcum LLP dated February 20, 2025 (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated February 20, 2025.)
19.1	Policy on Insider Trading (Incorporated by reference to Exhibit 19.1 to Form 10-K for the year ended March 26, 2023.)
19.2	Policy on Trading Procedures for Covered Individuals (Incorporated by reference to Exhibit 19.2 to Form 10-K for the year ended March 26, 2023.)
21	(1) List of Subsidiaries of the Registrant.

23.1	(1) Consent of CBIZ CPAs P.C. dated June 9, 2026.
31.1	(1) Certification by Eric Gatoff, Chief Executive Officer, pursuant to Rule 13a - 14(a).
31.2	(1) Certification by Robert Steinberg, Chief Financial Officer, pursuant to Rule 13a - 14(a).
32.1	(1) Certification by Eric Gatoff, Chief Executive Officer of Nathan’s Famous, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	(1) Certification by Robert Steinberg, Chief Financial Officer of Nathan’s Famous, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1	Nathan’s Famous, Inc. Clawback Policy (Incorporated by reference to Exhibit 97.1 to Form 10-K for the year ended March 31, 2024.)
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Date File (embedded within the Inline XBRL and contained in Exhibit 101)

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 199)	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Earnings	F-4

Consolidated Statements of Changes in Stockholders’ Deficit	F-5– F-6

Consolidated Statements of Cash Flows	F-7

Notes to Consolidated Financial Statements	F-8

(In thousands)	Fiscal year
	2026			2025

Net cash provided by operating activities	$	18,234		$	25,240
Net cash used in investing activities		(370	)		(225	)
Net cash used in financing activities		(21,262	)		(18,240	)
Net (decrease) increase in cash and cash equivalents	$	(3,398	)	$	6,775

	March 29, 2026			March 30, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	24,404		$	27,802
Accounts and other receivables, net (Note D)		19,841			14,064
Inventories		891			1,221
Prepaid expenses and other current assets (Note E)		1,984			2,048
Total current assets		47,120			45,135

Property and equipment, net of accumulated depreciation of $12,225 and $12,295, respectively (Note F)		1,733			2,114
Operating lease right-of-use assets, net (Note K)		3,672			4,987
Goodwill		95			95
Intangible asset, net		348			522
Deferred income taxes (Note H)		598			510
Other assets		85			113

Total assets	$	53,651		$	53,476

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Current portion of long-term debt (Note J)	$	2,400		$	2,400
Accounts payable		7,904			6,163
Accrued expenses and other current liabilities (Note G)		6,466			5,969
Current portion of operating lease liabilities (Note K)		1,940			1,923
Deferred franchise fees		192			309
Total current liabilities		18,902			16,764

Long-term debt, net of unamortized debt issuance costs of $257 and $327, respectively (Note J)		45,743			48,073
Long-term portion of operating lease liabilities (Note K)		2,003			3,528
Other liabilities		717			927
Deferred franchise fees		509			697

Total liabilities		67,874			69,989

COMMITMENTS AND CONTINGENCIES (Note M)

STOCKHOLDERS’ DEFICIT
Common stock, $.01 par value; 30,000,000 shares authorized; 9,383,920 and 9,379,025 shares issued; and 4,094,405 and 4,089,510 shares outstanding at March 29, 2026 and March 30, 2025, respectively		94			94
Additional paid-in capital		64,165			63,492
Retained earnings		8,180			6,563
Stockholders’ equity before treasury stock		72,439			70,149

Treasury stock, at cost, 5,289,515 shares at March 29, 2026 and March 30, 2025		(86,662	)		(86,662	)
Total stockholders’ deficit		(14,223	)		(16,513	)

Total liabilities and stockholders’ deficit	$	53,651		$	53,476

	Fifty-Two			Fifty-Two
	weeks ended			weeks ended
	March 29, 2026			March 30, 2025
REVENUES
Branded Products	$	105,768		$	91,828
Company-owned restaurants		12,508			12,714
License royalties		37,417			37,418
Franchise fees and royalties		4,317			4,148
Advertising fund revenue		2,053			2,074
Total revenues		162,063			148,182

COSTS AND EXPENSES
Cost of sales		106,519			89,707
Restaurant operating expenses		4,417			4,379
Depreciation and amortization		925			957
General and administrative expenses		17,903			14,530
Advertising fund expense		2,197			2,112
Total costs and expenses		131,961			111,685

Income from operations		30,102			36,497

Interest expense		(2,857	)		(4,106	)
Loss on debt extinguishment (NOTE J)		-			(389	)
Interest and dividend income		780			672
Other income, net		165			87

Income before provision for income taxes		28,190			32,761
Provision for income taxes		8,170			8,735
Net income	$	20,020		$	24,026

PER SHARE INFORMATION
Weighted average shares used in computing net income per share:
Basic		4,091,000			4,086,000
Diluted		4,124,000			4,095,000

Net income per share:
Basic	$	4.89		$	5.88
Diluted	$	4.85		$	5.87

								Retained
					Additional			Earnings								Total
	Common		Common		Paid-in			(Accumulated			Treasury Stock, at Cost					Stockholders’
	Shares		Stock		Capital			Deficit)			Shares		Amount			Deficit

Balance, March 31, 2024		9,374,130	$	94	$	62,936		$	(9,291	)		5,289,515	$	(86,662	)	$	(32,923	)

Shares issued in connection with share-based compensation plans		4,895		-		-			-			-		-			-

Withholding tax on net share settlement of share-based compensation plans		-		-		(437	)		-			-		-			(437	)

Dividends on common stock ($2.00 per share)		-		-		-			(8,172	)		-		-			(8,172	)

Share-based compensation		-		-		993			-			-		-			993

Net income		-		-		-			24,026			-		-			24,026
Balance, March 30, 2025		9,379,025	$	94	$	63,492		$	6,563			5,289,515	$	(86,662	)	$	(16,513	)

Building and improvements (years)	5	-	25
Machinery, equipment, furniture and fixtures (years)	3	-	15
Leasehold improvements (years)	5	-	20

	Estimate for fiscal year
2027	$	192
2028		105
2029		76
2030		57
2031		39
Thereafter		232
Total	$	701

	March 29, 2026		March 30, 2025

United States	$	158,620	$	144,318
International		3,443		3,864
Total revenues	$	162,063	$	148,182

	March 29, 2026			March 30, 2025

Unrecognized tax benefits, beginning of year	$	532		$	465
Decreases of tax positions taken in prior years		(205	)		(60	)
Increases based on tax positions taken in current year		35			127
Unrecognized tax benefits, end of year	$	362		$	532

Jurisdiction	Fiscal Year
Federal	2023
New York State	2023
New York City	2023
New Jersey	2022
California	2022

March 30, 2025	Branded Product Program		Product Licensing		Restaurant Operations		Corporate			Total

Revenues		91,828		37,418		16,862		2,074			148,182
Less:
Cost of sales		82,461		-		7,246		-			89,707
Segment gross profit		9,367		37,418		9,616		2,074			58,475
Less (1):
Restaurant operating expenses (2)		-		-		4,379		-			4,379
Department expenses (3)		956		182		713		410			2,261
Other general and administration expenses (4)		-		-		-		6,204			6,204
Payroll expense		1,127		-		1,457		3,481			6,065
Depreciation and amortization		148		-		636		173			957
Advertising fund expense		-		-		-		2,112			2,112
Income from operations		7,136		37,236		2,431		(10,306	)		36,497
Interest expense		-		-		-		(4,106	)		(4,106	)
Loss on debt extinguishment		-		-		-		(389	)		(389	)
Interest and dividend income		-		-		-		672			672
Other income, net		-		-		87		-			87
Income before provision for income taxes		7,136		37,236		2,518		(14,129	)		32,761

	Payments			Receipts
	Operating Leases			Subleases		Net Leases

Fiscal year:
2027		1,940			112		1,828
2028		1,790			115		1,675
2029		440			-		440
2030		171			-		171
Total lease commitments	$	4,341		$	227	$	4,114
Less: Amount representing interest		(398	)
Present value of lease liabilities (a)	$	3,943

	March 30, 2025
Weighted-average option fair values	$	14.67
Expected life (years)		4.4
Interest rate		3.75	%
Volatility		24.50	%
Dividend yield		2.69	%

March 30, 2025					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
	Shares		Price		Life		Value
Options outstanding – beginning of year		20,000	$	73.25		3.36	$	23

Granted		110,000	$	74.47		4.39		-

Options outstanding - end of year		130,000	$	74.28		4.08	$	2,667

Options exercisable - end of year		10,000	$	70.88		1.86	$	239

March 29, 2026				Weighted
				Average
				Grant-date Fair value
	Shares			Per share

Unvested restricted stock units – beginning of year		30,000		$	67.59

Vested		(10,000	)	$	67.59

Unvested restricted stock units – end of year		20,000		$	67.59

	State of
Company Name	Incorporation

Nathan's Famous Operating Corp.	Delaware
Nathan's Famous Systems, Inc.	Delaware
Nathan's Famous Services, Inc.	Delaware
Nathan's Famous of Times Square, Inc.	New York
Nathan's Famous of New Jersey, Inc.	New Jersey
Nathan's Roadside Rest, Inc.	New York
Nathan's Famous of Yonkers, Inc.	New York
Nathan's Famous of Kings Plaza, Inc.	New York
Nathan's Famous of Farmingdale, Inc.	New York
Namasil Realty Corp.	New York
Nathan's Famous of Lynbrook, Inc.	Delaware
NF Treachers Corp.	Delaware
6300 NW 31st Avenue Corp.	Florida
Nathan’s Famous of Central Park Avenue, Inc.	Delaware
Nathan’s Famous Systems of Russia, Inc.	Delaware
Nathan's Famous of 2807 Long Beach Road, Inc.	Delaware
Nathan’s Famous of Pennsylvania, Inc.	Pennsylvania
Nathan’s Real Property, LLC	Delaware
Nathan’s Services, LLC	Delaware

Date: June 9, 2026	/s/ ERIC GATOFF
	Eric Gatoff
	Chief Executive Officer
	(Principal Executive Officer)