Nathan's Famous, Inc. filings document financial results, public-company governance, and capital-structure matters for the NASDAQ-listed operator and licensor of Nathan's Famous branded food products and restaurants. Form 8-K reports include results of operations, press-release exhibits, material definitive agreements, shareholder-vote outcomes, and Inline XBRL cover data.
Proxy materials describe annual-meeting proposals, director elections, auditor ratification, board and corporate-governance information, and stockholder voting mechanics. The filings also identify the company's common stock, par value $.01 per share, traded under NATH on The NASDAQ Global Market.
NATHANS FAMOUS, INC. is asking stockholders to approve its proposed merger with Smithfield Foods, Inc., the buyer named as Parent in the agreement; if completed, Nathan’s would become a wholly owned subsidiary of Smithfield Foods. Eligible holders would receive $102.00 in cash per share, without interest and less applicable withholding, except for shares with properly exercised appraisal rights. Outstanding stock options and restricted stock units are also subject to cash treatment under the agreement.
The virtual special meeting is scheduled for October 23, 2026, with votes on merger adoption, a non-binding advisory proposal on merger-related executive compensation, and adjournment. Approval of the merger requires affirmative votes from holders of a majority of the 4,097,661 shares outstanding and entitled to vote as of September 22, 2026. The board recommends “FOR” all three proposals. The HSR waiting period expired February 23, 2026, and CFIUS Clearance was obtained September 17, 2026; closing remains subject to stockholder approval and other conditions. The merger has no financing condition; approximately $485 million is needed, and Parent expects to fund it from cash on hand.
NATHANS FAMOUS, INC. (NATH) is the subject of this Amendment No. 18 to a Schedule 13D filed by a group of Gabelli- and GAMCO-affiliated entities. The reporting group states beneficial ownership of 440,561 common shares, representing 10.75% of the issuer’s 4,097,661 shares outstanding as of June 28, 2026.
The filing attributes 261,361 shares (6.38%) to GAMCO Asset Management Inc., 176,700 shares (4.31%) to Gabelli Funds LLC, and 2,500 shares (0.06%) to Teton Advisors, LLC, each with sole voting and dispositive power over its reported shares. Several other related entities and Mario Gabelli are listed with 0 shares. The group explains it is using the long-form Schedule 13D, rather than the short-form Schedule 13G, because the reporting persons may regularly communicate with Nathans Famous’ management and want those interactions to remain compliant with Exchange Act reporting obligations.
Nathan’s Famous, Inc. reported results for the thirteen weeks ended June 28, 2026, with total revenues of 54,062 (in thousands), up approximately 15% from the prior-year period. Growth was led by the Branded Product Program, where sales rose about 20% to 35,039 (in thousands) on roughly 8% higher hot dog volume and a 17% increase in average selling price, and by a 10% increase in license royalties to 13,587 (in thousands). Company-owned restaurant sales and franchise fees and royalties were modestly lower.
Income from operations was 12,668 (in thousands), essentially flat versus last year, as cost of sales increased about 24% amid higher beef and beef trimming costs, reducing gross profit on branded and restaurant sales. Net income was 8,829 (in thousands) with diluted EPS of $2.14, slightly below the prior year. EBITDA was 13,040 (in thousands) and Adjusted EBITDA, adding back 295 (in thousands) of merger-related transaction costs and 280 (in thousands) of share-based compensation, was 13,615 (in thousands), slightly above the prior-year Adjusted EBITDA.
Cash provided by operating activities was 949 (in thousands), ending cash and cash equivalents were 24,686 (in thousands), and total debt net of issuance costs was 47,561 (in thousands) under a SOFR-based term loan; there were no revolver borrowings and all covenants were met. The company paid a regular cash dividend of $0.50 per share (aggregate 2,048 (in thousands)) in June 2026 and, under its merger agreement, may not declare further dividends. Nathan’s has agreed to be acquired by Smithfield Foods, Inc. for $102.00 per share in cash, with options and RSUs to be cashed out based on that price. The transaction remains subject to stockholder approval, antitrust waiting-period expiration, CFIUS Clearance, and other conditions; the company states it expects closing in the second half of 2026 and recorded approximately 275 (in thousands) of legal fees related to the merger in this period.
Nathan’s Famous, Inc. reported results for the first fiscal quarter (thirteen weeks ended June 28, 2026). Total revenues were $54,062,000, compared with $46,998,000 for the same period in 2025. Net income was $8,829,000, or $2.16 basic and $2.14 diluted earnings per share, versus $8,928,000, or $2.18 basic and $2.16 diluted, a year earlier.
By segment, branded product program revenue was $35,039,000 and product licensing revenue was $13,587,000, while restaurant operations contributed $5,025,000 and advertising fund revenue $411,000. EBITDA was $13,040,000 and Adjusted EBITDA, which excludes transaction costs and share-based compensation, was $13,615,000, compared with $13,243,000 and $13,531,000, respectively, in the prior-year quarter.
The company also highlighted its previously announced agreement under which Smithfield Foods, Inc. will acquire Nathan’s for $102.00 in cash per share, implying a total enterprise value of approximately $450 million. Closing remains subject to approval by holders of a majority of Nathan’s outstanding stock, CFIUS clearance and other conditions, and is expected in the second half of 2026.
Nathan’s Famous, Inc. filed an amendment to its annual report to add detailed Part III disclosures on directors, executive compensation, ownership, related‑party policies and auditor fees, instead of filing a separate proxy statement.
The company has entered into a Merger Agreement to be acquired by Smithfield Foods. Completion requires approval by a majority of Nathan’s stockholders, clearance from the Committee on Foreign Investment in the United States and satisfaction of other conditions. A Voting Agreement covers about 29.9% of outstanding shares. If the merger is completed, Nathan’s will have no public stockholders.
The 10‑member board includes eight directors the company deems independent and an audit committee that draws on a financially expert director, though he is not formally designated as its "audit committee financial expert." In fiscal 2026, the CEO earned total compensation of $1.69 million, the CFO $0.55 million, and the Executive Chairman $1.02 million, primarily from salary and cash bonuses. New retention agreements tied to the merger provide potential cash payments of $3.25 million for the CEO and $1.05 million for the CFO if specified employment and closing conditions are met, alongside separate change‑in‑control severance protections.
NATHANS FAMOUS, INC. director Andrew M. Levine exercised stock options and had shares withheld to cover taxes. He exercised options for 10,000 shares of common stock at $68.50 per share, eliminating this option grant. To satisfy tax obligations, 6,744 shares of common stock were disposed of at a value of $101.58 per share. Following these transactions, Levine directly holds 3,256 shares of NATHANS FAMOUS common stock.
Nathan’s Famous, Inc. filed its annual report outlining its hot dog–focused foodservice business and a pending sale to Smithfield Foods. Nathan’s plans a merger where a Smithfield subsidiary will combine into Nathan’s, which will then become a wholly owned subsidiary and cease to be publicly traded, subject to stockholder approval and CFIUS clearance.
The company earns revenue from company-owned restaurants, franchising, a Branded Product Program, and high‑margin licensing. In fiscal 2026, licensing agreements produced $37,417,000 of revenue, including $33,589,000 from Smithfield Foods. The Branded Product Program generated $105,768,000, while company-owned restaurants and franchise operations contributed $12,508,000 and $4,317,000, respectively.
As of September 26, 2025, non‑affiliate equity market value was about $310,117,000, and as of June 5, 2026 there were 4,094,405 common shares outstanding. The 2026 year ran from March 31, 2025 to March 29, 2026. Nathan’s reports ongoing inflation in beef costs and highlights concentration risks tied to key licensees and Branded Product customers, as well as detailed risks and uncertainties around completing the Smithfield merger.
Nathan’s Famous, Inc. reported results for its fiscal year and fourth quarter ended March 29, 2026 and declared a quarterly cash dividend. The Board approved a cash dividend of $0.50 per share for fiscal 2027, payable on June 30, 2026 to shareholders of record on June 22, 2026.
For the quarter, total revenues were $35,066,000 with net income of $2,809,000, or $0.68 diluted EPS. For the full year, total revenues were $162,063,000 and net income was $20,020,000, or $4.85 diluted EPS. Full-year EBITDA was $31,972,000 and Adjusted EBITDA was $36,314,000, reflecting transaction costs tied to its pending merger.
The company reiterated its Agreement and Plan of Merger under which Smithfield Foods, Inc. will acquire Nathan’s for $102.00 in cash per share, implying an enterprise value of approximately $450 million. Closing remains subject to stockholder approval, CFIUS clearance and other conditions, and is now expected in the second half of 2026.
Gabelli-affiliated investment entities report beneficial ownership of 481,086 shares of Nathans Famous common stock, representing 11.75% of the 4,094,405 shares outstanding as reported in the issuer’s Form 10‑Q for the quarter ended December 28, 2025.
The stake consists of 285,086 shares (6.96%) held by GAMCO Asset Management Inc., 187,000 shares (4.57%) held by Gabelli Funds LLC, and 9,000 shares (0.22%) held by Teton Advisors LLC. Other named Gabelli-related entities, including GAMCO Investors, Inc., GGCP, Inc., Associated Capital Group, Inc., and Mario Gabelli, report zero direct beneficial ownership.
Each investment adviser has sole voting and dispositive power over the shares it manages, generally for the benefit of advisory clients or funds. The group files a long-form Schedule 13D to align ongoing communications with Nathans Famous management with their disclosure obligations under the Exchange Act.
Nathan’s Famous, Inc. is asking stockholders to approve a merger under an Agreement and Plan of Merger dated January 20, 2026. If approved and completed, each outstanding share of Common Stock will be converted into the right to receive $102.00 in cash per share, less any applicable withholding tax.
The merger would make Nathan’s a wholly‑owned subsidiary of Smithfield Foods, Inc.; upon closing Nathan’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act. The transaction is not subject to a financing condition and Parent expects to fund the approximately $485 million purchase price from cash on hand. The board recommends that stockholders vote FOR the merger, the advisory executive compensation proposal and the adjournment proposal.