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The Simply Good Foods Company Reports CEO Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

(Neutral)
(Very Positive)
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The Simply Good Foods Company (NASDAQ: SMPL) announced that Joseph E. Scalzo joined as President and Chief Executive Officer effective January 19, 2026. In connection with his appointment, the company granted Mr. Scalzo a stock option to purchase 2,000,000 shares of common stock at an exercise price equal to fair market value on the grant date. The option has an 8-year term and vests over a three-year period with ~one-third vesting annually on the anniversary of his start date, subject to continued employment or certain termination events that may allow continued vesting and exercisability. The grant was made as an inducement material to his commencing employment and is disclosed under Nasdaq Listing Rule 5635(c)(4).

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Positive

  • CEO appointment effective Jan 19, 2026
  • Equity package: 2,000,000 share option grant
  • Option term of 8 years provides long-term retention
  • Vesting structure: 3-year schedule with ~one-third annually

Negative

  • Potential shareholder dilution from 2,000,000 share option
  • Continued vesting on certain termination events may retain option value

News Market Reaction – SMPL

-2.97%
-2.97% Session close to close

In the Jan 23 session, SMPL declined 2.97%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement documents an inducement stock option grant of 2,000,000 shares to the returning CE...
Analysis

This announcement documents an inducement stock option grant of 2,000,000 shares to the returning CEO under Nasdaq Listing Rule 5635(c)(4), following the leadership change disclosed on Jan 20. The option carries an 8‑year term and vests over three years, reinforcing long‑term alignment. In context of recent results showing pressured profitability and ongoing buybacks, investors may monitor how leadership incentives translate into growth, margin recovery and capital allocation decisions over time.

Key Figures

CEO option grant: 2,000,000 shares Option term: 8 years Vesting period: 3 years +2 more
5 metrics
CEO option grant 2,000,000 shares Inducement stock option to purchase common stock
Option term 8 years CEO inducement stock option duration
Vesting period 3 years Option vests over three-year period
Annual vesting rate Approximately one-third Portion of option vesting each anniversary date
Listing rule Nasdaq Rule 5635(c)(4) Basis for inducement grant disclosure

Historical Context

5 past events · Latest: Jan 20 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jan 20 CEO appointment Positive +0.4% Reappointment of former CEO Joe Scalzo with focus on growth and profitability.
Jan 15 Brand partnership Positive +0.8% Atkins and Heather Gay partnership highlighting GLP‑1 nutrition pilot trial results.
Jan 08 Earnings release Negative +6.6% Q1 2026 flat sales but notably lower income, margins and EBITDA versus prior year.
Jan 05 Product launch Positive -3.7% Quest Protein Chips new flavors and expanded distribution across major retailers.
Dec 17 Earnings date notice Neutral +2.9% Announcement of upcoming Q1 FY26 results release and conference call logistics.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news, including leadership and product updates, often saw modest price moves, with earnings-related news sometimes moving counter to headline fundamentals.

Recent Company History

Recent SMPL news featured leadership changes, product launches and flat-to-soft fundamentals. The Jan 8 fiscal Q1 results showed declining profitability yet the stock rose 6.61%, while a positive Quest product launch on Jan 5 saw a -3.68% move. CEO transition news on Jan 20 and a GLP‑1-focused Atkins partnership on Jan 15 produced smaller positive reactions of 0.38% and 0.76%. Today’s inducement grant ties directly to the leadership change already disclosed.

Key Terms

nasdaq listing rule 5635(c)(4), stock option
2 terms
nasdaq listing rule 5635(c)(4) regulatory
"provided pursuant to the requirements of Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
stock option financial
"the Company granted to Mr. Scalzo an option to purchase 2,000,000 shares"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DENVER, Jan. 23, 2026 (GLOBE NEWSWIRE) -- On January 20, 2026, The Simply Good Foods Company (NASDAQ: SMPL) (“Simply Good Foods” or the “Company”) announced that Joseph E. Scalzo joined the Company in the role of President and Chief Executive Officer, effective January 19, 2026. Pursuant to the terms of his employment agreement, on January 19, 2026 and in connection with Mr. Scalzo’s appointment, the Company granted to Mr. Scalzo an option to purchase 2,000,000 shares of the Company's common stock, with an exercise price equal to the fair market value of a share of the Company’s common stock on the date of grant. The stock option has an 8-year term and vests over a three-year period, with approximately one-third vesting each year on the anniversary date of his start date, subject to Mr. Scalzo’s continued employment on the scheduled vesting dates or the occurrence of certain termination of employment events, in which case, the terms of his employment agreement provide for continued vesting and exercisability of the stock option.

The stock option grant was awarded as an inducement material to Mr. Scalzo’s commencing employment with the Company, and this information is being provided pursuant to the requirements of Nasdaq Listing Rule 5635(c)(4).

About The Simply Good Foods Company
The Simply Good Foods Company (Nasdaq: SMPL), headquartered in Denver, Colorado, is a consumer-packaged food and beverage company with ambitious goals to raise the bar on what food can be with trusted brands and innovative nutritious snacking products. Within our portfolio of trusted brands (Quest™, Atkins™, and OWYN™), we offer a wide variety of nutritional snacks and beverages, including high protein chips, bars, ready-to-drink (RTD) shakes, and powders, and low sugar, low carb sweets and baked goods. We are a leader of the nutritious snacking movement, poised to expand our healthy lifestyle platform through innovation-driven organic growth and external investment opportunities. To learn more, visit www.thesimplygoodfoodscompany.com.

Investor Contact
Joshua Levine
Vice President, Investor Relations and Treasury
The Simply Good Foods Company
jlevine@simplygoodfoodsco.com


FAQ

When did The Simply Good Foods Company appoint Joseph E. Scalzo as CEO (SMPL)?

Joseph E. Scalzo joined as President and CEO effective January 19, 2026.

How many shares were included in Joseph Scalzo's inducement option grant for SMPL?

The company granted a stock option to purchase 2,000,000 shares of common stock.

What are the key terms of the SMPL option grant to the new CEO?

The option has an 8-year term, vests over three years, and vests ~one-third each anniversary.

What is the exercise price for the SMPL option granted to Joseph Scalzo?

The exercise price equals the fair market value per share on the date of grant.

Why did SMPL disclose the CEO option grant under Nasdaq Listing Rule 5635(c)(4)?

The grant was an inducement material to his commencing employment, requiring disclosure under the rule.