8-K
Shake Shack Inc. (SHAK)
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
July 31, 2025
Date of Report (Date of earliest event reported)
SHAKE SHACK INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36823 | 47-1941186 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | 225 Varick Street | ||||
| --- | --- | --- | --- | ||||
| Suite 301 | |||||||
| New York, | New York | 10014 | |||||
| (Address of principal executive offices) | (Zip Code) |
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 | SHAK | New York Stock Exchange |
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 31, 2025, Shake Shack Inc. (the “Company”) issued a press release and shareholder letter announcing its financial results for the fiscal second quarter ended June 25, 2025. The full text of the press release and shareholder letter are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On July 31, 2025, in addition to issuing a press release, the Company issued a shareholder letter for its fiscal second quarter ended June 25, 2025 on its website at investor.shakeshack.com. The shareholder letter is furnished as Exhibit 99.2 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>Number | Exhibit Description |
|---|---|
| 99.1 | Press release dated July 31, 2025 announcing financial results for the fiscal second quarter ended June 25, 2025. (furnished only) |
| 99.2 | Shareholder letter dated July 31, 2025. (furnished only) |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
| Shake Shack Inc. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Katherine I. Fogertey | |
| Katherine I. Fogertey | ||
| Date: July 31, 2025 | Chief Financial Officer |
Document
Exhibit 99.1
Shake Shack Announces Second Quarter 2025 Financial Results
▪Total revenue of $356.5 million, up 12.6% versus 2024, including $343.2 million of Shack sales and $13.3 million of Licensing revenue.
▪System-wide sales of $549.9 million, up 13.7% versus 2024.
▪Same-Shack sales up 1.8% versus 2024.
▪Operating income of $22.4 million versus operating income of $10.8 million in 2024.
•Restaurant-level profit(1) of $82.2 million, or 23.9% of Shack sales.
▪Net income of $18.5 million versus net income of $10.4 million in 2024.
•Adjusted EBITDA(1) of $58.9 million, up 24.8% versus 2024.
▪Net income attributable to Shake Shack Inc. of $17.1 million, or earnings of $0.41 per diluted share.
•Adjusted pro forma net income(1) of $19.5 million, or earnings of $0.44 per fully exchanged and diluted share.
▪Opened 13 new Company-operated Shacks, including two drive-thrus. Opened nine new licensed Shacks.
NEW YORK, NY (Business Wire) — July 31, 2025 — Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK) has posted its results for the second quarter of 2025 in a Shareholder Letter in the Quarterly Results section of the Company's Investor Relations website, which can be found here: Q22025 Shake Shack Shareholder Letter.
Shake Shack will host a conference call at 8:00 a.m. ET. Hosting the call will be Robert Lynch, Chief Executive Officer, and Katherine Fogertey, Chief Financial Officer. The conference call can be accessed live over the phone by dialing (877) 407-0792, or for international callers by dialing (201) 689-8263. A replay of the call will be available until August 7, 2025 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13753940.
The live audio webcast of the conference call will be accessible in the Events & Presentations section of the Company's Investor Relations website at investor.shakeshack.com. An archived replay of the webcast will also be available shortly after the live event has concluded.
(1)Restaurant-level profit, Adjusted EBITDA and Adjusted pro forma net income are non-GAAP measures. A reconciliation to the most directly comparable financial measures presented in accordance with GAAP is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures” below.
Exhibit 99.1
About Shake Shack
Shake Shack serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development, to its inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the Company has expanded to over 600 locations system-wide, including over 390 in 34 U.S. States and the District of Columbia, and over 210 international locations across London, Hong Kong, Shanghai, Singapore, Mexico City, Istanbul, Dubai, Tokyo, Seoul and more.
Skip the line with the Shack App, a mobile ordering app that lets you save time by ordering ahead! Guests can select their location, pick their food, choose a pickup time and their meal will be cooked-to-order and timed to arrival. Available on iOS and Android.
Media:
Meg Davis, Shake Shack
mcastranova@shakeshack.com
Investor Relations:
Melissa Calandruccio, ICR
Michelle Michalski, ICR
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com
Definitions
The following definitions apply to these terms as used in this release:
"Shack sales" is defined as the aggregate sales of food, beverages, gift card breakage income and Shake Shack branded merchandise at Company-operated Shacks and excludes sales from licensed Shacks.
“System-wide sales” is an operating measure and consists of sales from Company-operated Shacks and licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from licensed Shacks, as well as certain up-front fees, such as territory fees and opening fees.
"Same-Shack sales" represents Shack sales for the comparable Shack base, which is defined as the number of Company-operated Shacks open for 24 full fiscal months or longer. For consecutive days that Shacks were temporarily closed, the comparative period was also adjusted.
"Restaurant-level profit," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.
"Restaurant-level profit margin," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses as a percentage of Shack sales.
“EBITDA,” a non-GAAP measure, is defined as Net income before interest expense (net of interest income), Income tax expense, and Depreciation and amortization expense.
“Adjusted EBITDA,” a non-GAAP measure, is defined as EBITDA (as defined above), excluding equity-based compensation expense, Impairments, loss on disposal of assets, and Shack closures, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.
"Adjusted pro forma net income," a non-GAAP measure, represents Net income attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that the Company does not believe are directly reflected to its core operations and may not be indicative of its recurring business operations.
Exhibit 99.1
SHAKE SHACK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
| June 25<br>2025 | December 25<br>2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| $ | 336,804 | $ | 320,714 | |
| 21,201 | 19,687 | |||
| 6,028 | 6,014 | |||
| 26,810 | 21,801 | |||
| 390,843 | 368,216 | |||
| Property and equipment, net of accumulated depreciation of 506,081 and 457,186, respectively. | 577,054 | 551,600 | ||
| Operating lease assets | 453,844 | 424,611 | ||
| Deferred income taxes, net | 340,897 | 341,586 | ||
| Other assets | 12,395 | 10,958 | ||
| TOTAL ASSETS | $ | 1,775,033 | $ | 1,696,971 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| $ | 20,662 | $ | 23,609 | |
| 79,741 | 63,005 | |||
| 23,294 | 25,422 | |||
| 59,133 | 55,739 | |||
| 21,220 | 19,538 | |||
| 204,050 | 187,313 | |||
| Long-term debt | 247,207 | 246,683 | ||
| Long-term operating lease liabilities | 525,998 | 494,499 | ||
| Liabilities under tax receivable agreement, net of current portion | 247,625 | 247,017 | ||
| Other long-term liabilities | 31,089 | 27,833 | ||
| Total liabilities | 1,255,969 | 1,203,345 | ||
| Commitments and contingencies | ||||
| Stockholders' equity: | ||||
| — | — | |||
| 40 | 40 | |||
| 2 | 2 | |||
| 445,682 | 442,993 | |||
| 48,377 | 26,984 | |||
| (4) | (1) | |||
| 494,097 | 470,018 | |||
| Non-controlling interests | 24,967 | 23,608 | ||
| Total equity | 519,064 | 493,626 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,775,033 | $ | 1,696,971 |
All values are in US Dollars.
Exhibit 99.1
SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except per share amounts)
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 25<br>2025 | June 26<br>2024 | June 25<br>2025 | June 26<br>2024 | ||||||||||||||
| Shack sales | $ | 343,224 | 96.3 | % | $ | 305,480 | 96.5 | % | $ | 653,062 | 96.4 | % | $ | 586,032 | 96.5 | % | |
| Licensing revenue | 13,242 | 3.7 | % | 11,016 | 3.5 | % | 24,302 | 3.6 | % | 20,968 | 3.5 | % | |||||
| TOTAL REVENUE | 356,466 | 100.0 | % | 316,496 | 100.0 | % | 677,364 | 100.0 | % | 607,000 | 100.0 | % | |||||
| Shack-level operating expenses(1): | |||||||||||||||||
| Food and paper costs | 96,621 | 28.2 | % | 85,053 | 27.8 | % | 182,658 | 28.0 | % | 165,306 | 28.2 | % | |||||
| Labor and related expenses | 88,058 | 25.7 | % | 86,614 | 28.4 | % | 174,726 | 26.8 | % | 168,123 | 28.7 | % | |||||
| Other operating expenses | 50,768 | 14.8 | % | 43,953 | 14.4 | % | 99,030 | 15.2 | % | 85,809 | 14.6 | % | |||||
| Occupancy and related expenses | 25,593 | 7.5 | % | 23,226 | 7.6 | % | 50,224 | 7.7 | % | 45,414 | 7.7 | % | |||||
| General and administrative expenses | 40,671 | 11.4 | % | 36,313 | 11.5 | % | 81,311 | 12.0 | % | 72,257 | 11.9 | % | |||||
| Depreciation and amortization expense | 26,545 | 7.4 | % | 25,496 | 8.1 | % | 53,088 | 7.8 | % | 50,937 | 8.4 | % | |||||
| Pre-opening costs | 4,955 | 1.4 | % | 4,014 | 1.3 | % | 8,173 | 1.2 | % | 6,767 | 1.1 | % | |||||
| Impairments, loss on disposal of assets, and Shack closures | 881 | 0.2 | % | 1,045 | 0.3 | % | 2,938 | 0.4 | % | 1,571 | 0.3 | % | |||||
| TOTAL EXPENSES | 334,092 | 93.7 | % | 305,714 | 96.6 | % | 652,148 | 96.3 | % | 596,184 | 98.2 | % | |||||
| INCOME FROM OPERATIONS | 22,374 | 6.3 | % | 10,782 | 3.4 | % | 25,216 | 3.7 | % | 10,816 | 1.8 | % | |||||
| Other income, net | 2,850 | 0.8 | % | 3,300 | 1.0 | % | 5,821 | 0.9 | % | 6,506 | 1.1 | % | |||||
| Interest expense | (548) | (0.2) | % | (527) | (0.2) | % | (1,111) | (0.2) | % | (1,035) | (0.2) | % | |||||
| INCOME BEFORE INCOME TAXES | 24,676 | 6.9 | % | 13,555 | 4.3 | % | 29,926 | 4.4 | % | 16,287 | 2.7 | % | |||||
| Income tax expense | 6,193 | 1.7 | % | 3,173 | 1.0 | % | 6,930 | 1.0 | % | 3,691 | 0.6 | % | |||||
| NET INCOME | 18,483 | 5.2 | % | 10,382 | 3.3 | % | 22,996 | 3.4 | % | 12,596 | 2.1 | % | |||||
| Less: Net income attributable to non-controlling interests | 1,335 | 0.4 | % | 714 | 0.2 | % | 1,603 | 0.2 | % | 888 | 0.1 | % | |||||
| NET INCOME ATTRIBUTABLE TO SHAKE SHACK INC. | $ | 17,148 | 4.8 | % | $ | 9,668 | 3.1 | % | $ | 21,393 | 3.2 | % | $ | 11,708 | 1.9 | % | |
| Earnings per share of Class A common stock: | |||||||||||||||||
| Basic | $ | 0.43 | $ | 0.24 | $ | 0.53 | $ | 0.30 | |||||||||
| Diluted | $ | 0.41 | $ | 0.23 | $ | 0.51 | $ | 0.28 | |||||||||
| Weighted-average shares of Class A common stock outstanding: | |||||||||||||||||
| Basic | 40,226 | 39,750 | 40,173 | 39,632 | |||||||||||||
| Diluted | 41,819 | 41,480 | 41,842 | 41,369 |
(1)As a percentage of Shack sales.
Exhibit 99.1
SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| Twenty-Six Weeks Ended | ||||||
|---|---|---|---|---|---|---|
| June 25<br>2025 | June 26<br>2024 | |||||
| OPERATING ACTIVITIES | ||||||
| Net income (including amounts attributable to non-controlling interests) | $ | 22,996 | $ | 12,596 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization expense | 53,088 | 50,937 | ||||
| Amortization of debt issuance costs | 524 | 524 | ||||
| Amortization of cloud computing assets | 1,166 | 1,048 | ||||
| Non-cash operating lease cost | 42,250 | 37,655 | ||||
| Equity-based compensation | 9,750 | 7,381 | ||||
| Deferred income taxes | 3,785 | 1,311 | ||||
| Non-cash interest | 46 | (128) | ||||
| Net amortization of discount on held-to-maturity securities | — | (434) | ||||
| Impairments, loss on disposal of assets, and Shack closures | 2,938 | 1,571 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (1,514) | 933 | ||||
| Inventories | (14) | 210 | ||||
| Prepaid expenses and other current assets | (2,162) | (864) | ||||
| Other assets | (3,978) | (1,219) | ||||
| Accounts payable | (2,164) | (1,084) | ||||
| Accrued expenses | 12,947 | 4,409 | ||||
| Accrued wages and related liabilities | (2,128) | 1,639 | ||||
| Other current liabilities | (343) | (732) | ||||
| Operating lease liabilities | (44,356) | (32,553) | ||||
| Other long-term liabilities | 3,389 | 1,010 | ||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 96,220 | 84,210 | ||||
| INVESTING ACTIVITIES | ||||||
| Purchases of property and equipment | (67,438) | (65,992) | ||||
| Maturities of held-to-maturity marketable securities | — | 66,420 | ||||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (67,438) | 428 | ||||
| FINANCING ACTIVITIES | ||||||
| Payments on principal of finance leases | (2,631) | (1,918) | ||||
| Distributions paid to non-controlling interest holders | (857) | (145) | ||||
| Payments under tax receivable agreement | (24) | — | ||||
| Net proceeds from stock option exercises | 123 | 552 | ||||
| Employee withholding taxes related to net settled equity awards | (9,300) | (5,941) | ||||
| NET CASH USED IN FINANCING ACTIVITIES | (12,689) | (7,452) | ||||
| Effect of exchange rate changes on cash and cash equivalents | (3) | (1) | ||||
| INCREASE IN CASH AND CASH EQUIVALENTS | 16,090 | 77,185 | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 320,714 | 224,653 | ||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 336,804 | $ | 301,838 |
Exhibit 99.1
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses the following non-GAAP financial measures: Restaurant-level profit, Restaurant-level profit margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share (collectively the "non-GAAP financial measures").
Restaurant-Level Profit
Restaurant-level profit is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.
How This Measure Is Useful
When used in conjunction with GAAP financial measures, Restaurant-level profit and Restaurant-level profit margin are supplemental measures of operating performance that the Company believes are useful measures to evaluate the performance and profitability of its Shacks. Additionally, Restaurant-level profit and Restaurant-level profit margin are key metrics used internally by management to develop internal budgets and forecasts, as well as assess the performance of its Shacks relative to budget and against prior periods. It is also used to evaluate employee compensation as it serves as a metric in certain performance-based employee bonus arrangements. The Company believes presentation of Restaurant-level profit and Restaurant-level profit margin provides investors with a supplemental view of its operating performance that can provide meaningful insights to the underlying operating performance of the Shacks, as these measures depict the operating results that are directly impacted by the Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of the Shacks. It may also assist investors to evaluate the Company's performance relative to peers of various sizes and maturities and provides greater transparency with respect to how management evaluates the business, as well as the financial and operational decision-making.
Limitations of the Usefulness of this Measure
Restaurant-level profit and Restaurant-level profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Restaurant-level profit and Restaurant-level profit margin is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Restaurant-level profit excludes certain costs, such as General and administrative expenses and Pre-opening costs, which are considered normal, recurring cash operating expenses and are essential to support the operation and development of the Company's Shacks. Therefore, this measure may not provide a complete understanding of the Company's operating results as a whole and Restaurant-level profit and Restaurant-level profit margin should be reviewed in conjunction with the Company's GAAP financial results.
Exhibit 99.1
A reconciliation of Restaurant-level profit to Income from Operations, the most directly comparable GAAP financial measure, is set forth below.
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in thousands) | June 25<br>2025 | June 26<br>2024 | June 25<br>2025 | June 26<br>2024 | |||||||||
| Income from operations | $ | 22,374 | $ | 10,782 | $ | 25,216 | $ | 10,816 | |||||
| Less: | |||||||||||||
| Licensing revenue | 13,242 | 11,016 | 24,302 | 20,968 | |||||||||
| Add: | |||||||||||||
| General and administrative expenses | 40,671 | 36,313 | 81,311 | 72,257 | |||||||||
| Depreciation and amortization expense | 26,545 | 25,496 | 53,088 | 50,937 | |||||||||
| Pre-opening costs | 4,955 | 4,014 | 8,173 | 6,767 | |||||||||
| Impairments, loss on disposal of assets, and Shack closures | 881 | 1,045 | 2,938 | 1,571 | |||||||||
| Adjustment: | |||||||||||||
| Employee benefit charges(1) | — | 445 | — | 445 | |||||||||
| Restaurant-level profit | $ | 82,184 | $ | 67,079 | $ | 146,424 | $ | 121,825 | |||||
| Total revenue | $ | 356,466 | $ | 316,496 | $ | 677,364 | $ | 607,000 | |||||
| Less: Licensing revenue | 13,242 | 11,016 | 24,302 | 20,968 | |||||||||
| Shack sales | $ | 343,224 | $ | 305,480 | $ | 653,062 | $ | 586,032 | |||||
| Restaurant-level profit margin(2) | 23.9 | % | 22.0 | % | 22.4 | % | 20.8 | % |
(1)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(2)As a percentage of Shack sales.
Exhibit 99.1
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
EBITDA and Adjusted EBITDA
EBITDA, a non-GAAP measure, is defined as Net income before interest expense (net of interest income), Income tax expense and Depreciation and amortization expense. Adjusted EBITDA, a non-GAAP measure, is defined as EBITDA excluding equity-based compensation expense, Impairments, loss on the disposal of assets, and Shack closures, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.
How These Measures Are Useful
When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that the Company believes are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by management to develop internal budgets and forecasts and also serves as a metric in its performance-based equity incentive programs and certain bonus arrangements. The Company believes presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of the Company's operating performance that facilitates analysis and comparisons of its ongoing business operations because they exclude items that may not be indicative of the Company's ongoing operating performance.
Limitations of the Usefulness of These Measures
EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the GAAP financial measures.
Exhibit 99.1
A reconciliation of EBITDA and adjusted EBITDA to Net income, the most directly comparable GAAP measure, is set forth below.
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (dollar amounts in thousands) | June 25<br>2025 | June 26<br>2024 | June 25<br>2025 | June 26<br>2024 | ||||
| Net income | $ | 18,483 | $ | 10,382 | $ | 22,996 | $ | 12,596 |
| Depreciation and amortization expense | 26,545 | 25,496 | 53,088 | 50,937 | ||||
| Interest expense, net | 500 | 395 | 1,023 | 368 | ||||
| Income tax expense | 6,193 | 3,173 | 6,930 | 3,691 | ||||
| EBITDA | $ | 51,721 | $ | 39,446 | $ | 84,037 | $ | 67,592 |
| Equity-based compensation | 5,209 | 3,739 | 9,750 | 7,381 | ||||
| Amortization of cloud-based software implementation costs | 560 | 530 | 1,166 | 1,048 | ||||
| Impairments, loss on disposal of assets, and Shack closures | 881 | 1,045 | 2,938 | 1,571 | ||||
| Restatement costs(1) | 100 | 208 | 354 | 1,599 | ||||
| Legal settlements(2) | — | — | 983 | — | ||||
| CEO transition costs | 35 | 109 | 35 | 588 | ||||
| Severance | 379 | — | 379 | — | ||||
| Employee benefit charges(3) | — | 445 | — | 445 | ||||
| Other(4) | 15 | 1,687 | 3 | 2,870 | ||||
| Adjusted EBITDA | $ | 58,900 | $ | 47,209 | $ | 99,645 | $ | 83,094 |
| Adjusted EBITDA margin(5) | 16.5% | 14.9% | 14.7% | 13.7% |
(1)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.
(2)Expenses incurred to establish accruals related to the settlements of legal matters.
(3)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(4)Expenses incurred for professional fees related to non-recurring matters.
(5)Calculated as a percentage of Total revenue, which was $356.5 million and $677.4 million for the thirteen and twenty-six weeks ended June 25, 2025, respectively, and $316.5 million and $607.0 million for the thirteen and twenty-six weeks ended June 26, 2024, respectively.
Exhibit 99.1
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
Adjusted Pro Forma Net Income and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share
Adjusted pro forma net income represents Net income attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that the Company does not believe are directly related to its core operations and may not be indicative of recurring business operations. Adjusted pro forma earnings per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income by the weighted-average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Interests, after giving effect to the dilutive effect of outstanding equity-based awards.
How These Measures Are Useful
When used in conjunction with GAAP financial measures, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share are supplemental measures of operating performance that the Company believes are useful measures to evaluate performance period over period and relative to its competitors. By assuming the full exchange of all outstanding LLC Interests, the Company believes these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in Net income attributable to Shake Shack Inc. driven by increases in its ownership of SSE Holdings, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of ongoing operating performance.
Limitations of the Usefulness of These Measures
Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should not be considered alternatives to Net income and earnings per share, as determined under GAAP. While these measures are useful in evaluating the Company's performance, it does not account for the earnings attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the Net income attributable to Shake Shack Inc. Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should be evaluated in conjunction with GAAP financial results.
Exhibit 99.1
A reconciliation of adjusted pro forma net income to Net income attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully exchanged and diluted share are set forth below.
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | June 25<br>2025 | June 26<br>2024 | June 25<br>2025 | June 26<br>2024 | ||||||
| Numerator: | ||||||||||
| Net income attributable to Shake Shack Inc. | $ | 17,148 | $ | 9,668 | $ | 21,393 | $ | 11,708 | ||
| Adjustments: | ||||||||||
| Reallocation of Net income attributable to non-controlling interests from the assumed exchange of LLC Interests(1) | 1,335 | 714 | 1,603 | 888 | ||||||
| Impairment charge and Shack closures(2) | 295 | — | 1,948 | — | ||||||
| Restatement costs(3) | 100 | 208 | 354 | 1,599 | ||||||
| Employee benefit charges(4) | — | 445 | — | 445 | ||||||
| Legal settlements(5) | — | — | 983 | — | ||||||
| Severance | 379 | — | 379 | — | ||||||
| CEO transition costs | 35 | 109 | 35 | 588 | ||||||
| Other(6) | 15 | 1,687 | 3 | 2,870 | ||||||
| Tax impact of above adjustments(7) | 169 | (685) | (824) | (329) | ||||||
| Adjusted pro forma net income | $ | 19,476 | $ | 12,146 | $ | 25,874 | $ | 17,769 | ||
| Denominator: | ||||||||||
| Weighted average shares of Class A common stock outstanding—diluted | 41,819 | 41,480 | 41,842 | 41,369 | ||||||
| Adjustments: | ||||||||||
| Assumed exchange of weighted average LLC Interests for shares of Class A common stock(1) | 2,445 | 2,693 | 2,446 | 2,761 | ||||||
| Adjusted pro forma fully exchanged weighted average shares of Class A common stock outstanding—diluted | 44,264 | 44,173 | 44,288 | 44,130 | ||||||
| Adjusted pro forma earnings per fully exchanged share—diluted | $ | 0.44 | $ | 0.27 | $ | 0.58 | $ | 0.40 | ||
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| June 25<br>2025 | June 26<br>2024 | June 25<br>2025 | June 26<br>2024 | |||||||
| Earnings per share of Class A common stock—diluted | $ | 0.41 | $ | 0.23 | $ | 0.51 | $ | 0.28 | ||
| Assumed exchange of weighted average LLC Interests for shares of Class A common stock(1) | 0.01 | 0.01 | 0.01 | 0.01 | ||||||
| Non-GAAP adjustments(8) | 0.02 | 0.03 | 0.06 | 0.11 | ||||||
| Adjusted pro forma earnings per fully exchanged share—diluted | $ | 0.44 | $ | 0.27 | $ | 0.58 | $ | 0.40 |
(1)Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interest and recognition of the net income attributable to non-controlling interests.
(2)Expenses incurred related to Shack closures during fiscal 2024.
(3)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.
(4)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(5)Expenses incurred to establish accruals related to the settlements of legal matters.
(6)Expenses incurred for professional fees related to non-recurring matters.
(7)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 23.6% and 23.1% for the thirteen and twenty-six weeks ended June 25, 2025, respectively, and 24.1% and 18.4% for the thirteen and twenty-six weeks ended June 26, 2024, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.
(8)Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted pro forma net income above, for additional information.
a2q25shareholderletter
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• • • •
• • • • • • • • • • • • • • (2) OPTIMIZE RESTAURANT OPERATIONS (6) INVEST IN OUR FUTURE & LONG-TERM STRATEGIC CAPABILITIES (5) ACCELERATE OUR LICENSED BUSINESS (4) BUILD AND OPERATE OUR SHACKS WITH BEST-IN-CLASS RETURNS (3) DRIVE COMP SALES BY INCREASING GUEST FREQUENCY (1) BUILD A CULTURE OF LEADERS
• • • •
Location Type Opening Date Vancouver, WA — Fishers Landing Company-operated 4/15/2025 Antalya, Turkey — Antalya Airport Licensed 4/17/2025 Queens, NY — John F.Kennedy International Airport, Terminal 8 Licensed 4/23/2025 Istanbul, Turkey — Tema World Licensed 4/25/2025 Goodyear, AZ — Goodyear Company-operated 4/29/2025 Seoul, South Korea — Seoungsu Licensed 5/1/2025 Brick, NJ — Brick Company-operated 5/7/2025 Gainesville, VA — Gainesville Company-operated 5/15/2025 Surprise, AZ — Surprise Company-operated 5/20/2025 Buffalo, NY — The Boulevard Company-operated 5/20/2025 Charlotte, NC — Charlotte Premium Outlets Company-operated 5/20/2025 Singapore, Singapore — One Fullerton Licensed 5/21/2025 Toluca, Mexico — Galerias Metepec Licensed 5/22/2025 Chicago, IL — Elston & Logan Company-operated 5/28/2025 Hillsboro, OR — Reeds Crossing Company-operated 6/10/2025 Salt Lake City, UT — City Creek Center Company-operated 6/12/2025 Cambridge, United Kingdom — Cambridge Licensed 6/12/2025 Salt Lake City, UT — Foothill Village Company-operated 6/17/2025 St. Louis, MO — Sunset Hills Company-operated 6/17/2025 Incheon, South Korea — Incheon Airport T2 Licensed 6/21/2025 Chiba, Japan — Mitsui Outlet Park Kisarazu Licensed 6/23/2025 Yonkers, NY — Ridge Hill Company-operated 6/24/2025 June 25, 2025 June 26, 2024 Shacks in the comparable base 257 228 Shack counts (at the end of the period) System-wide total 610 547 Company-operated 346 311 Licensed total 264 236 Domestic Licensed 46 40 International Licensed 218 196 Thirteen Weeks Ended
June 25, December 25, 2025 2024 ASSETS Current assets: Cash and cash equivalents 336,804$ 320,714$ Accounts receivable, net 21,201 19,687 Inventories 6,028 6,014 Prepaid expenses and other current assets 26,810 21,801 Total current assets 390,843 368,216 Property and equipment, net of accumulated depreciation of $506,081 and $457,186 respectively. 577,054 551,600 Operating lease assets 453,844 424,611 Deferred income taxes, net 340,897 341,586 Other assets 12,395 10,958 TOTAL ASSETS 1,775,033$ 1,696,971$ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 20,662$ 23,609$ Accrued expenses 79,741 63,005 Accrued wages and related liabilities 23,294 25,422 Operating lease liabilities, current 59,133 55,739 Other current liabilities 21,220 19,538 Total current liabilities 204,050 187,313 Long-term debt 247,207 246,683 Long-term operating lease liabilities 525,998 494,499 Liabilities under tax receivable agreement, net of current portion 247,625 247,017 Other long-term liabilities 31,089 27,833 Total liabilities 1,255,969 1,203,345 Commitments and contingencies Stockholders' equity: Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of June 25, 2025 and December 25, 2024. - - Class A common stock, $0.001 par value—200,000,000 shares authorized; 40,243,981 and 40,068,068 shares issued and outstanding as of June 25, 2025 and December 25, 2024, respectively. 40 40 Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,439,789 and 2,455,713 shares issued and outstanding as of June 25, 2025 and December 25, 2024, respectively. 2 2 Additional paid-in capital 445,682 442,993 Retained earnings 48,377 26,984 Accumulated other comprehensive loss (4) (1) Total stockholders' equity attributable to Shake Shack, Inc. 494,097 470,018 Non-controlling interests 24,967 23,608 Total equity 519,064 493,626 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,775,033$ 1,696,971$ (in thousands, except share and per share amounts)
Shack sales 343,224$ 96.3% 305,480$ 96.5% 653,062$ 96.4% 586,032$ 96.5% Licensing revenue 13,242 3.7% 11,016 3.5% 24,302 3.6% 20,968 3.5% TOTAL REVENUE 356,466 100.0% 316,496 100.0% 677,364 100.0% 607,000 100.0% Shack-level operating expenses (1) : Food and paper costs 96,621 28.2% 85,053 27.8% 182,658 28.0% 165,306 28.2% Labor and related expenses 88,058 25.7% 86,614 28.4% 174,726 26.8% 168,123 28.7% Other operating expenses 50,768 14.8% 43,953 14.4% 99,030 15.2% 85,809 14.6% Occupancy and related expenses 25,593 7.5% 23,226 7.6% 50,224 7.7% 45,414 7.7% General and administrative expenses 40,671 11.4% 36,313 11.5% 81,311 12.0% 72,257 11.9% Depreciation and amortization expense 26,545 7.4% 25,496 8.1% 53,088 7.8% 50,937 8.4% Pre-opening costs 4,955 1.4% 4,014 1.3% 8,173 1.2% 6,767 1.1% Impairments, loss on disposal of assets, and Shack closures 881 0.2% 1,045 0.3% 2,938 0.4% 1,571 0.3% TOTAL EXPENSES 334,092 93.7% 305,714 96.6% 652,148 96.3% 596,184 98.2% INCOME FROM OPERATIONS 22,374 6.3% 10,782 3.4% 25,216 3.7% 10,816 1.8% Other income, net 2,850 0.8% 3,300 1.0% 5,821 0.9% 6,506 1.1% Interest expense (548) (0.2)% (527) (0.2)% (1,111) (0.2)% (1,035) (0.2)% INCOME BEFORE INCOME TAXES 24,676 6.9% 13,555 4.3% 29,926 4.4% 16,287 2.7% Income tax expense 6,193 1.7% 3,173 1.0% 6,930 1.0% 3,691 0.6% NET INCOME 18,483 5.2% 10,382 3.3% 22,996 3.4% 12,596 2.1% Less: Net income attributable to non-controlling interests 1,335 0.4% 714 0.2% 1,603 0.2% 888 0.1% NET INCOME ATTRIBUTABLE TO SHAKE SHACK INC. 17,148$ 4.8% 9,668$ 3.1% 21,393$ 3.2% 11,708$ 1.9% Earnings per share of Class A common stock: Basic $ 0.43 $ 0.24 $ 0.53 $ 0.30 Diluted $ 0.41 $ 0.23 $ 0.51 $ 0.28 Weighted-average shares of Class A common stock outstanding: Basic 40,226 39,750 40,173 39,632 Diluted 41,819 41,480 41,842 41,369 _______________ June 26, June 26, Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands, except per share amounts) 2025 2024 2025 2024 (1) As a percentage of Shack sales. June 25, June 25,
June 25, June 26, 2025 2024 OPERATING ACTIVITIES Net income (including amounts attributable to non-controlling interests) 22,996$ 12,596$ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 53,088 50,937 Amortization of debt issuance costs 524 524 Amortization of cloud computing assets 1,166 1,048 Non-cash operating lease cost 42,250 37,655 Equity-based compensation 9,750 7,381 Deferred income taxes 3,785 1,311 Non-cash interest 46 (128) Net amortization of discount on held-to-maturity securities - (434) Impairment, loss on disposal of assets, and Shack closures 2,938 1,571 Changes in operating assets and liabilities: Accounts receivable (1,514) 933 Inventories (14) 210 Prepaid expenses and other current assets (2,162) (864) Other assets (3,978) (1,219) Accounts payable (2,164) (1,084) Accrued expenses 12,947 4,409 Accrued wages and related liabilities (2,128) 1,639 Other current liabilities (343) (732) Operating lease liabilities (44,356) (32,553) Other long-term liabilities 3,389 1,010 NET CASH PROVIDED BY OPERATING ACTIVITIES 96,220 84,210 INVESTING ACTIVITIES Purchases of property and equipment (67,438) (65,992) Maturities of held-to-maturity marketable securities — 66,420 NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (67,438) 428 FINANCING ACTIVITIES Payments on principal of financing leases (2,631) (1,918) Distributions paid to non-controlling interest holders (857) (145) Payments under Tax Receivable Agreement (24) — Net proceeds from stock option exercises 123 552 Employee withholding taxes related to net settled equity awards (9,300) (5,941) NET CASH USED IN FINANCING ACTIVITIES (12,689) (7,452) Effect of exchange rate changes on cash and cash equivalents (3) (1) INCREASE IN CASH AND CASH EQUIVALENTS 16,090 77,185 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 320,714 224,653 CASH AND CASH EQUIVALENTS AT END OF PERIOD 336,804$ 301,838$ Twenty-Six Weeks Ended
(dollar amounts in thousands) June 25, 2025 June 26, 2024 June 25, 2025 June 26, 2024 Income from operations 22,374$ 10,782$ 25,216$ 10,816$ Less: Licensing revenue 13,242 11,016 24,302 20,968 Add: General and administrative expenses 40,671 36,313 81,311 72,257 Depreciation and amortization expense 26,545 25,496 53,088 50,937 Pre-opening costs 4,955 4,014 8,173 6,767 Impairments, loss on disposal of assets, and Shack closures 881 1,045 2,938 1,571 Adjustment: Employee benefit charges (1) - 445 - 445 Restaurant-level profit 82,184$ 67,079$ 146,424$ 121,825$ Total revenue 356,466$ 316,496$ 677,364$ 607,000$ Less: Licensing revenue 13,242 11,016 24,302 20,968 Shack sales 343,224$ 305,480$ 653,062$ 586,032$ Restaurant-level profit margin (1) 23.9% 22.0% 22.4% 20.8% (1) (2) As a percentage of Shack sales. Thirteen Weeks Ended Twenty-Six Weeks Ended Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(dollar amounts in thousands) June 25, 2025 June 26, 2024 June 25, 2025 June 26, 2024 Net income 18,483$ 10,382$ 22,996$ 12,596$ Depreciation and amortization expense 26,545 25,496 53,088 50,937 Interest expense, net 500 395 1,023 368 Income tax expense 6,193 3,173 6,930 3,691 EBITDA 51,721$ 39,446$ 84,037$ 67,592$ Equity-based compensation 5,209 3,739 9,750 7,381 Amortization of cloud-based software implementation costs 560 530 1,166 1,048 Impairments, loss on disposal of assets, and Shack closures 881 1,045 2,938 1,571 Restatement costs (1) 100 208 354 1,599 Legal settlements (2) - - 983 - CEO transition costs 35 109 35 588 Severance 379 - 379 - Employee benefit charges (3) - 445 - 445 Other (4) 15 1,687 3 2,870 Adjusted EBITDA 58,900$ 47,209$ 99,645$ 83,094$ Adjusted EBITDA margin(5) 16.5% 14.9% 14.7% 13.7% (1) (2) (3) (4) (5) Calculated as a percentage of Total revenue, which was $356.5 million and $677.4 million for the thirteen and twenty-six weeks ended June 25, 2025, respectively, and $316.5 million and $607.0 million for the thirteen and twenty-six weeks ended June 26, 2024, respectively. Expenses incurred for professional fees related to non-recurring matters. Thirteen Weeks Ended Twenty-Six Weeks Ended Expenses incurred to establish accruals related to the settlements of legal matters. Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K. Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(in thousands, except per share amounts) June 25, 2025 June 26, 2024 June 25, 2025 June 26, 2024 Numerator: Net income attributable to Shake Shack Inc. 17,148$ 9,668$ 21,393$ 11,708$ Adjustments: Reallocation of Net income attributable to non-controlling interests from the assumed exchange of LLC Interests (1) 1,335 714 1,603 888 Impairment charge and Shack closures (2) 295 - 1,948 - Restatement costs (3) 100 208 354 1,599 Employee benefit charges (4) - 445 - 445 Legal settlements (5) - - 983 - Severance 379 - 379 - CEO transition costs 35 109 35 588 Other (6) 15 1,687 3 2,870 Tax impact of above adjustments (7) 169 (685) (824) (329) Adjusted pro forma net income 19,476$ 12,146$ 25,874$ 17,769$ Denominator: Weighted-average shares of Class A common stock outstanding—diluted 41,819 41,480 41,842 41,369 Adjustments: Assumed exchange of weighted average LLC Interests for shares of Class A common stock (1) 2,445 2,693 2,446 2,761 44,264 44,173 44,288 44,130 Adjusted pro forma earnings per fully exchanged share—diluted 0.44$ 0.27$ 0.58$ 0.40$ June 25, 2025 June 26, 2024 June 25, 2025 June 26, 2024 Earnings per share of Class A common stock—diluted 0.41$ 0.23$ 0.51$ 0.28$ Assumed exchange of weighted average LLC Interests for shares of Class A common stock (1) 0.01 0.01 0.01 0.01 Non-GAAP adjustments (8) 0.02 0.03 0.06 0.11 Adjusted pro forma earnings per fully exchanged share—diluted 0.44$ 0.27$ 0.58$ 0.40$ (1) (2) (3) (4) (5) (6) (7) (8) Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 23.6% and 23.1% for the thirteen and twenty-six weeks ended June 25, 2025, respectively, and 24.1% and 18.4% for the thirteen and twenty-six weeks ended June 26, 2024, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction. Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K. Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted pro forma net income above, for additional information. Thirteen Weeks Ended Twenty-Six Weeks Ended Expenses incurred for professional fees related to non-recurring matters. Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interest and recognition of the net income attributable to non-controlling interests. Thirteen Weeks Ended Twenty-Six Weeks Ended Expenses incurred related to Shack closures during fiscal 2024. Expenses incurred to establish accruals related to the settlements of legal matters. Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(dollar amounts in thousands) Income Tax Expense (Benefit) Income (Loss) Before Income Taxes Effective Tax Rate Income Tax Expense (Benefit) Income Before Income Taxes Effective Tax Rate As reported 6,193$ 24,676$ 25.1% 6,930$ 29,926$ 23.2% Non-GAAP adjustments (before tax): Legal settlements - - - - 983 - Severance - 379 - - 379 - Impairment charge and Shack closures - 295 - - 1,948 - CEO transition costs - 35 - - 35 - Restatement costs - 100 - - 354 - Other Adjustments - 15 - - 3 - Tax effect of non-GAAP adjustments and assumed exchange of outstanding LLC Interests (169) - - 824 - - Adjusted pro forma 6,024$ 25,500$ 23.6% 7,754$ 33,628$ 23.1% Less: Net tax impact from stock-based compensation 253 - - 524 - - Adjusted pro forma (excluding windfall tax benefits) 6,277$ 25,500$ 24.6% 8,278$ 33,628$ 24.6% Thirteen Weeks Ended Twenty-Six Weeks Ended June 25, 2025 June 25, 2025 (dollar amounts in thousands) Income Tax Expense (Benefit) Income (Loss) Before Income Taxes Effective Tax Rate Income Tax Expense (Benefit) Income (Loss) Before Income Taxes Effective Tax Rate As reported 3,173$ 13,555$ 23.4% 3,691$ 16,287$ 22.7% Non-GAAP adjustments (before tax): CEO transition costs - 109 - - 588 - Restatement costs - 208 - - 1,599 - Employee benefit charges - 445 - - 445 - Other Adjustments - 1,687 - - 2,870 - Tax effect of non-GAAP adjustments and assumed exchange of outstanding LLC Interests 685 - - 329 - - Adjusted pro forma 3,858$ 16,004$ 24.1% 4,020$ 21,789$ 18.4% Less: Net tax impact from stock-based compensation (227) - - 947 - - Adjusted pro forma (excluding windfall tax benefits) 3,631$ 16,004$ 22.7% 4,967$ 21,789$ 22.8% June 26, 2024 June 26, 2024 Thirteen Weeks Ended Twenty-Six Weeks Ended
