8-K

UNITED

                                     STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

March 5, 2021

Date

of Report (Date of earliest event reported)

SHAKE

SHACK INC.

(Exact name of registrant as specified in its charter)

(646)

747-7200

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On March 5, 2021, SSE Holdings, LLC (the “Borrower”), a subsidiary of Shake Shack, Inc. (the “Company”), and certain of the Borrower’s subsidiaries as guarantors, entered into an amendment (the “Third Amendment”) to its revolving credit facility (the “Revolving Credit Facility”), dated as of August 2, 2019 (as amended from time to time, the “Credit Agreement”), with JPMorgan Chase Bank, N.A. (as successor agent to Wells Fargo Bank, National Association), as administrative agent, and the lenders party thereto. In addition, on March 5, 2021, Wells Fargo Bank resigned as administrative agent under the Credit Agreement and assigned its commitments thereunder to JPMorgan Bank, N.A. The Third Amendment appoints JPMorgan Bank, N.A. as administrative agent under the Credit Agreement. In addition, the Third Amendment, among other things, extends the maturity date of the Revolving Credit Facility from September 2022 to March 2026. The Company has no outstanding indebtedness under the Revolving Credit Facility.

The foregoing summary of the Third Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is expected to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending March 25, 2021.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.