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

April 22, 2025

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. ¨

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On April 22, 2025, after more than seven years of service, Anna Fieler informed the Board of Directors (the “Board”) of Shake Shack Inc. (the “Company”) of her intention to step down from the Board of the Company and as a Class I director, effective immediately prior to the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Ms. Fieler also will step down as a member of the Board’s Compensation Committee at the same time.

With Ms. Fieler’s resignation from the Board, the Board has determined to reduce the size of the Board from ten (10) to nine (9) directors, effective immediately prior to the 2025 Annual Meeting.

Following the departure of Ms. Fieler from the Board, the Board will consist of three Class I directors, three Class II Directors, and three Class III directors.

Ms. Fieler’s decision to step down from the Board is not the result of any dispute or disagreement with the Company or its Board.

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.