What net income and earnings per share did NATH report for the quarter ended June 28, 2026?

For the quarter ended June 28, 2026, Nathan's Famous reported net income of $8,829,000 , or $2.16 basic and $2.14 diluted EPS . In the prior-year quarter, net income was $8,928,000, or $2.18 basic and $2.16 diluted per share.

Nathan's Famous (NASDAQ: NATH) Q1 results and $102 per share buyout

Q: What revenue did Nathan's Famous (NATH) report for the first quarter fiscal 2027?

Nathan's Famous reported revenue of $54,062,000 for the thirteen weeks ended June 28, 2026, compared with $46,998,000 for the comparable period in 2025, reflecting growth across its branded product program and product licensing segments.

Q: How did segment revenues for Nathan's Famous (NATH) break down in the first quarter fiscal 2027?

Segment revenues were led by the branded product program at $35,039,000 and product licensing at $13,587,000 . Restaurant operations generated $5,025,000 and advertising fund revenue was $411,000, together totaling $54,062,000 in quarterly revenues.

Q: What were Nathan's Famous (NATH) EBITDA and Adjusted EBITDA for the first quarter fiscal 2027?

Nathan's Famous reported EBITDA of $13,040,000 and Adjusted EBITDA of $13,615,000 for the thirteen weeks ended June 28, 2026. Adjusted EBITDA excludes non-recurring transaction costs related to the merger and share-based compensation to better reflect ongoing operating performance.

Q: What conditions must be satisfied before the Nathan's Famous (NATH) merger with Smithfield Foods can close?

Closing is contingent on approval by holders of a majority of Nathan's outstanding stock , clearance from the Committee on Foreign Investment in the United States (CFIUS) , and other specified closing conditions. The transaction is expected to close in the second half of 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

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8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total revenues Q1 FY2027: $54,062,000 Total revenues prior-year quarter: $46,998,000 Net income Q1 FY2027: $8,829,000 +5 more

8 metrics

Total revenues Q1 FY2027 $54,062,000 Thirteen weeks ended June 28, 2026

Total revenues prior-year quarter $46,998,000 Thirteen weeks ended June 29, 2025

Net income Q1 FY2027 $8,829,000 Thirteen weeks ended June 28, 2026

Basic EPS Q1 FY2027 $2.16 Net income per basic share, thirteen weeks ended June 28, 2026

EBITDA Q1 FY2027 $13,040,000 Thirteen weeks ended June 28, 2026

Adjusted EBITDA Q1 FY2027 $13,615,000 EBITDA adjusted for transaction costs and share-based compensation

Merger cash consideration per share $102.00 Cash per share Smithfield Foods will pay for Nathan’s common stock

Merger enterprise value $450 million Approximate total enterprise value of Nathan's in the Smithfield transaction

Key Terms

EBITDA, Adjusted EBITDA, enterprise value, Committee on Foreign Investment in the United States (CFIUS), +1 more

5 terms

EBITDA financial

"the Company is disclosing EBITDA, a non-GAAP financial measure"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

Adjusted EBITDA financial

"The Company is also disclosing Adjusted EBITDA, a non-GAAP financial measure"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

enterprise value financial

"for a total enterprise value of approximately $450 million"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

Committee on Foreign Investment in the United States (CFIUS) regulatory

"obtaining clearance from the Committee on Foreign Investment in the United States (CFIUS)"

A U.S. government panel that reviews foreign investments and acquisitions involving American companies to assess national security risks. Think of it as a safety inspector for big cross-border deals: it can approve, require changes, or block transactions, and its decisions can affect deal timing, price, and whether a transaction goes forward — making it a key risk factor for investors considering or financing such deals.

Merger Agreement regulatory

"entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Smithfield Foods"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Earnings Snapshot

Total revenues: $54,062,000

Thirteen weeks ended June 28, 2026 (first quarter fiscal 2027)

Total revenues $54,062,000 compared with $46,998,000 for the thirteen weeks ended June 29, 2025

Net income $8,829,000 compared with $8,928,000 for the same period in 2025

Diluted EPS $2.14 compared with $2.16 a year earlier

EBITDA $13,040,000 compared with $13,243,000 in the prior-year quarter

Adjusted EBITDA $13,615,000 compared with $13,531,000 in the prior-year quarter

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

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Understanding 8-K Material Events →

Available on EDGAR 08/07/2026 - 06:45 AM Accepted by SEC EDGAR 08/07/2026 - 06:45 AM

FAQ

What revenue did Nathan's Famous (NATH) report for the first quarter fiscal 2027?

Nathan's Famous reported revenue of $54,062,000 for the thirteen weeks ended June 28, 2026, compared with $46,998,000 for the comparable period in 2025, reflecting growth across its branded product program and product licensing segments.

How did segment revenues for Nathan's Famous (NATH) break down in the first quarter fiscal 2027?

Segment revenues were led by the branded product program at $35,039,000 and product licensing at $13,587,000. Restaurant operations generated $5,025,000 and advertising fund revenue was $411,000, together totaling $54,062,000 in quarterly revenues.

What were Nathan's Famous (NATH) EBITDA and Adjusted EBITDA for the first quarter fiscal 2027?

Nathan's Famous reported EBITDA of $13,040,000 and Adjusted EBITDA of $13,615,000 for the thirteen weeks ended June 28, 2026. Adjusted EBITDA excludes non-recurring transaction costs related to the merger and share-based compensation to better reflect ongoing operating performance.

What are the key terms of the Smithfield Foods acquisition of Nathan's Famous (NATH)?

Under the Merger Agreement, Smithfield Foods will acquire Nathan's Famous for $102.00 in cash per share, representing an approximate $450 million enterprise value. After completion, Nathan's will become a privately held company, pending satisfaction of defined closing conditions.

What conditions must be satisfied before the Nathan's Famous (NATH) merger with Smithfield Foods can close?

Closing is contingent on approval by holders of a majority of Nathan's outstanding stock, clearance from the Committee on Foreign Investment in the United States (CFIUS), and other specified closing conditions. The transaction is expected to close in the second half of 2026.

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

Date of Report (Date of earliest event reported) August 7, 2026

NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-35962	11-3166443
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Jericho Plaza, Jericho, New York		11753
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 338-8500

N/A

(Former Name or Former Address, If Changed Since Last Report)

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	NATH	The NASDAQ Global Market

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

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

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 August 7, 2026, Nathan's Famous, Inc. issued a press release announcing financial results for its first fiscal quarter ended June 28, 2026. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Nathan's Famous, Inc. Press Release, dated August 7, 2026
104 Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Dated: August 7, 2026	NATHAN’S FAMOUS, INC.


	By:	/s/ Eric Gatoff
		Name:	Eric Gatoff
		Title:	Chief Executive Officer

Exhibit 99.1

FOR: NATHAN'S FAMOUS, INC.

COMPANY Robert Steinberg, Vice President - Finance and CFO
CONTACT: (516) 338-8500 ext. 229

NATHAN'S FAMOUS, INC.
REPORTS FIRST QUARTER RESULTS

JERICHO, N.Y., August 7, 2026 -- Nathan's Famous, Inc. (“Nathan’s”, the “Company”, “we”, “us” or “our”) (NASDAQ:NATH) today reported results for its first fiscal quarter ended June 28, 2026.

For the thirteen-week period ended June 28, 2026 (“first quarter fiscal 2027”):

●

Revenues were $54,062,000 as compared to $46,998,000 during the thirteen weeks ended June 29, 2025;

●

Income from operations was $12,668,000 as compared to $12,791,000 during the thirteen weeks ended June 29, 2025;

●

Adjusted EBITDA¹, a non-GAAP financial measure, was $13,615,000 as compared to $13,531,000 during the thirteen weeks ended June 29, 2025;

●

Income before provision for income taxes was $12,163,000 as compared to $12,257,000 during the thirteen weeks ended June 29, 2025;

●

Net income was $8,829,000 as compared to $8,928,000 during the thirteen weeks ended June 29, 2025; and

●

Earnings per diluted share was $2.14 per share as compared to $2.16 per share during the thirteen weeks ended June 29, 2025.

The Company also reported the following:

●

License royalties increased to $13,587,000 during the first quarter fiscal 2027 as compared to $12,381,000 during the thirteen weeks ended June 29, 2025. During the first quarter fiscal 2027, royalties earned under the retail agreement, including the foodservice program, from Smithfield Foods, Inc., increased 10% to $12,617,000 as compared to $11,464,000 of royalties earned during the thirteen weeks ended June 29, 2025.

●

In the Branded Product Program, which features the sale of Nathan’s hot dogs to the foodservice industry, sales increased by $5,964,000 to $35,039,000 during the first quarter fiscal 2027 as compared to $29,075,000 during the thirteen weeks ended June 29, 2025. The volume of hot dogs sold by the Company increased by approximately 8%. Our average selling price, which is partially correlated to the beef markets, increased by approximately 17% as compared to the prior year period. Income from operations decreased by $946,000 to $1,330,000 during the first quarter fiscal 2027 as compared to $2,276,000 for the thirteen weeks ended June 29, 2025, due primarily to a 22% increase in the cost of beef and beef trimmings.

●	Sales from Company-owned restaurants were $3,951,000 during the first quarter fiscal 2027 as compared to $3,986,000 during the thirteen weeks ended June 29, 2025. Sales were primarily impacted by a 1% decline in average check.

¹ EBITDA and Adjusted EBITDA are non-GAAP financial measures. Please see the definitions of EBITDA and Adjusted EBITDA on page 2 of this release and the reconciliation of EBITDA and Adjusted EBITDA to net income in the table at the end of this release.

NATHAN’S REPORTS/2

●

Revenues from franchise operations were $1,074,000 during the first quarter fiscal 2027 as compared to $1,129,000 during the thirteen weeks ended June 29, 2025. Total royalties were $1,020,000 in the first quarter fiscal 2027 as compared to $1,001,000 during the thirteen weeks ended June 29, 2025. Franchise restaurant sales decreased by $240,000 to $18,204,000 as compared to $18,444,000 for the thirteen weeks ended June 29, 2025.² Total franchise fee income, including cancellation fees, was $54,000 during the first quarter fiscal 2027 as compared to $128,000 during the thirteen weeks ended June 29, 2025. Four franchised locations opened during the first quarter fiscal 2027.

●	During the first quarter fiscal 2027, the Company recorded Advertising Fund revenue and expense in the amount of $411,000 as compared to $427,000 during the thirteen weeks ended June 29, 2025.

●	On June 30, 2026, the Company paid the $0.50 per share regular cash dividend that was declared by the Board of Directors on June 9, 2026 to shareholders of record at the close of business on June 22, 2026.

As previously announced, on January 20, 2026, Nathan’s entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Smithfield Foods, Inc. (“Smithfield Foods”) and Boardwalk Merger Sub Inc. under which Smithfield Foods will acquire Nathan’s for $102.00 in cash per share of Nathan’s common stock for a total enterprise value of approximately $450 million, and Nathan’s will become a privately-held company. Completion of the transaction remains contingent upon meeting several conditions specified in the Merger Agreement which include securing approval from the holders of a majority of Nathan’s outstanding stock, obtaining clearance from the Committee on Foreign Investment in the United States (CFIUS), and fulfilling other closing requirements. We expect the transaction to close in the second half of 2026.

Certain Non-GAAP Financial Information:

In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP"), the Company is disclosing EBITDA, a non-GAAP financial measure which is defined as net income, excluding (i) interest expense; (ii) provision for income taxes and (iii) depreciation and amortization expense. The Company is also disclosing Adjusted EBITDA, a non-GAAP financial measure which is defined as EBITDA, excluding (i) non-recurring transaction costs consisting primarily of professional fees incurred in connection with the Merger Agreement, and (ii) share-based compensation that the Company believes will impact the comparability of its results of operations.

The Company believes that EBITDA and Adjusted EBITDA are useful to investors to assist in assessing and understanding the Company's operating performance and underlying trends in the Company's business because EBITDA and Adjusted EBITDA are (i) among the measures used by management in evaluating performance and (ii) are frequently used by securities analysts, investors and other interested parties as a common performance measure.

² Franchise restaurant sales are not revenues of the Company and are not included in the Company’s Condensed Consolidated Financial Statements.

NATHAN’S REPORTS/3

EBITDA and Adjusted EBITDA are not recognized terms under US GAAP and should not be viewed as alternatives to net income or other measures of financial performance or liquidity in conformity with US GAAP. Additionally, our definitions of EBITDA and Adjusted EBITDA may differ from other companies. Analysis of results and outlook on a non-US GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with US GAAP. Please see the table at the end of this press release for a reconciliation of EBITDA and Adjusted EBITDA to net income.

About Nathan’s Famous

Nathan’s is a Russell 2000 Company that currently distributes its products in 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, and twenty foreign countries through its restaurant system, foodservice sales programs and product licensing activities. For additional information about Nathan’s please visit our website at www.nathansfamous.com.

Except for historical information contained in this news release, the matters discussed are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, and similar expressions identify forward-looking statements, which are based on the current belief of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially include but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the failure to satisfy the closing conditions; the possibility that the consummation of the proposed transaction is delayed or does not occur, including the failure of Nathan’s stockholders to approve the proposed transaction; uncertainty as to whether the parties will be able to complete the proposed transaction on the terms set forth in the Merger Agreement; uncertainty regarding the timing of the receipt of required regulatory approvals for the proposed transaction and the possibility that the parties may be required to accept conditions that could reduce or eliminate the anticipated benefits of the proposed transaction as a condition to obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all; the outcome of any legal proceedings that have been or may be instituted against the parties or others following announcement of the transactions contemplated by the Merger Agreement; challenges, disruptions or costs of integrating and achieving anticipated synergies, or that such synergies will take longer to realize than expected, risks that the proposed transaction and other transactions contemplated by the Merger Agreement disrupt current plans and operations that may harm Nathan’s businesses; the amounts of any costs, fees, expenses, impairments and charges related to the proposed transaction, and uncertainty as to the effects of the announcement or pendency of the proposed transaction on the market price of Nathan’s common stock and/or on its financial performance; the impact of disease epidemics such as the COVID-19 pandemic; increases in the cost of food and paper products; the impact of price increases on customer visits; the status of our licensing and supply agreements, including our licensing revenue and overall profitability being substantially dependent on our agreement with Smithfield Foods; the impact of our debt service and repayment obligations under our credit facility, including the effect on our ability to fund working capital, operations and make new investments; economic (including inflationary pressures like those currently being experienced); weather (including the impact on sales at our restaurants particularly during the summer months), and change in the price of beef trimmings; our ability to pass on the cost of any price increases in beef and beef trimmings; legislative and business conditions; potential changes in U.S. income tax or tariff policies; the collectability of receivables; changes in consumer tastes; the continued viability of Coney Island as a destination location for visitors; the ability to attract franchisees; the impact of the minimum wage legislation on labor costs in New York State or other changes in labor laws, including regulations which could render a franchisor as a “joint employer” or the impact of our union contracts; our ability to attract competent restaurant and managerial personnel; the enforceability of international franchising agreements; the future effects of any food borne illness, such as bovine spongiform encephalopathy, BSE and e coli; and the risk factors reported from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update such forward-looking statements.

NATHAN’S REPORTS/4

Nathan's Famous, Inc. and Subsidiaries

(unaudited)

	Thirteen weeks ended
	June 28, 2026			June 29,2025
Financial Highlights
Total revenues	$	54,062,000		$	46,998,000

Income from operations (a)	$	12,668,000		$	12,791,000

Income before provision for income taxes	$	12,163,000		$	12,257,000

Net income	$	8,829,000		$	8,928,000

Net income per share:
Basic	$	2.16		$	2.18
Diluted	$	2.14		$	2.16

Weighted-average shares used in computing net income per share:
Basic		4,095,000			4,089,000
Diluted		4,129,000			4,124,000

Select Segment Information

Revenues
Branded product program	$	35,039,000		$	29,075,000
Product licensing		13,587,000			12,381,000
Restaurant operations		5,025,000			5,115,000
Advertising fund revenue		411,000			427,000
Revenues	$	54,062,000		$	46,998,000

Income from operations (b)
Branded product program	$	1,330,000		$	2,276,000
Product licensing		13,541,000			12,335,000
Restaurant operations		920,000			1,068,000
Corporate (c)		(3,123,000	)		(2,888,000	)
Income from operations (b)	$	12,668,000		$	12,791,000

(a)

Excludes interest expense, interest and dividend income, and other income, net.

(b)

Excludes interest expense, interest and dividend income and other income, net which are managed centrally at the corporate level, and, accordingly, such items are not presented by segment since they are excluded from the measure of profitability reviewed by the Chief Operating Decision Maker.

(c)

Consists principally of administrative expenses not allocated to the operating segments such as executive management, finance, information technology, legal, insurance, corporate office costs, incentive compensation, share-based compensation, compliance costs, transaction costs contemplated by the Merger Agreement, and the operating results of the Advertising Fund.

NATHAN’S REPORTS/5

Nathan's Famous, Inc. and Subsidiaries

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

(unaudited)

	Thirteen weeks ended
	June 28, 2026		June 29, 2025

EBITDA
Net Income	$	8,829,000	$	8,928,000

Interest Expense		638,000		758,000

Provision for income taxes		3,334,000		3,329,000

Depreciation and amortization		239,000		228,000

EBITDA	$	13,040,000	$	13,243,000



Adjusted EBITDA
EBITDA	$	13,040,000	$	13,243,000

Transaction costs³		295,000		-

Share-based compensation		280,000		288,000

Adjusted EBITDA	$	13,615,000	$	13,531,000

³ Consists principally of legal costs incurred in connection with the transaction contemplated by the Merger Agreement.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 167.7 KB