false
0000069733
0000069733
2026-10-14
2026-10-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) October 14, 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. ¨
Explanatory Note
As previously disclosed, on January 20,
2026, Nathan’s Famous Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with Smithfield Foods, Inc., a Virginia corporation (“Buyer”) and
Boardwalk Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”).
Pursuant to the Merger Agreement, and upon the
terms and subject to the conditions thereof, Merger Sub shall merge with and into the Company (the “Merger,” and the
effective time of the Merger, the “Effective Time”). As a result of the Merger, at the Effective Time, the separate
corporate existence of Merger Sub shall cease, the Company shall continue as the surviving corporation in the Merger (the “Surviving
Corporation”) and the Surviving Corporation shall become a wholly owned subsidiary of Buyer. After the Merger, the Company
will cease to be publicly traded. Pursuant to the Merger Agreement, the Company filed a Preliminary Proxy Statement on Schedule 14A with
the United States Securities and Exchange Commission (the “SEC”) on March 6, 2026 (the “Preliminary
Proxy Statement”) and a Definitive Proxy Statement on Schedule 14A with the SEC on September 24, 2026 (the “Proxy
Statement”).
Demand Letters and Litigation Related to the
Merger
As of the date of this Form 8-K, purported stockholders
of the Company have filed lawsuits and delivered demand letters to the Company as described below.
On September 30, 2026, two lawsuits were
filed in the Supreme Court of the State of New York by purported stockholders of the Company against the Company and members of the Company’s
Board of Directors (the “Board”) captioned, (i) Robert Jones v. Nathan’s Famous, Inc., et al,
No 655555/2026 (N.Y.S.), and (ii) William Johnson v. Nathan’s Famous, Inc., et al, No. 655519/2026 (N.Y.S.)
(collectively, the “Actions”). The Actions include claims for negligent misrepresentation, concealment, and negligence
under New York common law and allege, among other things, that the Proxy Statement filed in connection with the Merger was false and
misleading in violation of the defendants’ obligation to disclose all material information relevant to stockholders and necessary
to permit an informed decision on whether to vote in favor of the Merger. The Actions name as defendants the Company and the Board and
seek, among other forms of requested relief, an order enjoining the consummation of the Merger, rescission of the Merger in the event
the Merger is consummated, damages in an unspecified amount, and attorneys’ fees and costs.
Purported stockholders of the Company have delivered
fifteen demand letters to the Company (collectively, the “Demand Letters”),
including one that attaches a draft complaint, alleging that the disclosures contained in the Preliminary Proxy Statement or the Proxy
Statement are deficient and requesting that the Company supplement such disclosures prior to the special meeting of the Company’s
stockholders to be held on October 23, 2026. Certain of the Demand Letters also threaten the Company with lawsuits in the event that the
alleged deficiencies in the Proxy Statement are not addressed.
The Company has also received two demands from
purported stockholders under Section 220 of the Delaware General Corporation Law seeking inspection of certain of the Company’s
books and records related to the Merger.
It is possible that additional complaints may
be filed, the Actions described above may be amended or that additional demand letters will be received by the Company. If this occurs,
the Company does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint
unless required by law.
The Company and the Board believe that the claims
asserted in the Actions and the Demand Letters are without merit. However, in order to moot the unmeritorious disclosure claims, alleviate
the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, the Company has determined
to voluntarily supplement the Proxy Statement as described in this Form 8-K. Nothing in this Form 8-K shall be deemed an admission
of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company
and the Board specifically deny all allegations set forth in the Actions and the Demand Letters that any additional disclosure in the
Proxy Statement was or is required. The Company believes that the disclosures set forth in the Proxy Statement comply fully with applicable
law and nothing in the below supplemental disclosure or otherwise shall be deemed an admission of the legal necessity or materiality
under applicable law of any of the disclosures set forth herein.
Supplemental Disclosures to the Proxy Statement
The supplemental disclosures should be read in
conjunction with the Proxy Statement, which should be read in its entirety. To the extent information set forth herein differs from or
updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement. All page references
in the information below are to pages in the Proxy Statement. Paragraph references used herein refer to the Proxy Statement before
any additions or deletions resulting from the supplemental disclosures. Newly added text within restated paragraphs from the Proxy Statement
is identified by bold, underlined text, and deleted text within restated paragraphs from the Proxy Statement
is identified by strikethrough text.
| 1. | The disclosure in the Proxy Statement in the section “Other
Arrangements” beginning on page 58 is hereby supplemented by adding the bolded and underlined
disclosure to and deleting the struck-through disclosure from the paragraph on page 58 of the Proxy
Statement as follows: |
No proposals or indications
of interest received from Parent discussed the retention of the Company's executive officers in the Surviving Corporation following the
consummation of the Merger. As of the date of this proxy statement, none of the Company's executive officers have (i) reached an
understanding on potential employment, equity participation or other retention terms with the Surviving Corporation or with Parent or
Merger Sub (or any of their respective affiliates), (ii) entered into any definitive agreements or arrangements regarding employment,
equity participation or other retention with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates)
to be effective following the consummation of the Merger, or (iii) otherwise discussed, communicated or negotiated with Parent regarding
employment, compensation, equity participation, directorships or benefits of the Company's executive officers and directors following
the consummation of the Merger. However, Pprior to the Effective Time, the Company, Parent, or their
respective affiliates may, in their discretion, continue or initiate, as applicable, discussions regarding agreements, arrangements,
and understandings with one or more of the Company’s named executive officers regarding their employment or other future services,
compensation or benefits, or co-investment opportunities and may enter into definitive agreements with such individuals regarding the
foregoing (including the terms of any participation in a post-closing equity compensation program), subject, in the case of the Company,
to the interim operating covenants set forth in the Merger Agreement and applicable restrictions therein. In addition, the Company, in
consultation with Parent, may engage in certain mitigation strategies prior to the Merger to reduce the potential impact of Section 280G
and Section 4999 of the Code.
| 2. | The disclosure under the heading “THE MERGER –
Opinion of Jefferies LLC” is hereby supplemented by adding the bolded and underlined disclosure
to and deleting the struck-through disclosure that begins with the first full paragraph on page 44
underneath the section titled “Selected Public Companies Analysis” and ends with
“Selected Transactions Analysis” on page 45 of the Proxy Statement as follows: |
Selected Public Companies Analysis
Jefferies reviewed publicly
available financial, stock market and operating information of Nathan’s and the following eleven selected publicly
traded companies in the branded protein, foodservice, small-cap quick service and casual restaurant industries that have financial and
operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which
are collectively referred to as the “selected companies”.
Branded Protein and Foodservice
| · | Conagra
Brands, Inc. |
| · | Hormel
Foods Corporation |
| · | J&J
Snack Foods Corp. |
| · | Lamb
Weston Holdings, Inc. |
| · | Premium
Brands Holdings Corporation |
| · | Smithfield
Foods, Inc. |
| · | Tyson
Foods, Inc. |
Small Cap QSR and Casual Restaurant
| · | Dine
Brands Global, Inc. |
| · | El
Pollo Loco Holdings, Inc. |
| · | MTY
Food Group Inc. |
| · | Portillo’s
Inc. |
Jefferies reviewed, among
other information and to the extent publicly available, enterprise values (“EVs”) of the selected companies, calculated as
fully diluted equity values based on closing stock prices on January 16, 2026, plus total debt, capital leases and non-controlling
interests, minus cash and cash equivalents, as a multiple of each company’s estimated earnings before interest, taxes, depreciation
and amortization, as applicable (“Adjusted EBITDA”) for the calendar years 2025 and 2026, which Jefferies refers to as CY
2025E and CY 2026E, respectively. Financial data of the selected companies were based on publicly available research analysts’
estimates, public filings and other publicly available information.
The selected companies and the
financial data reviewed included the following:
Selected Public Companies Analysis
| Company |
EV / CY 2025E
Adjusted EBITDA |
EV / CY 2026E
Adjusted EBITDA |
| Branded
Protein and Foodservice |
|
|
| Conagra
Brands, Inc. |
8.2x |
9.0x |
| Hormel
Foods Corporation |
12.2x |
10.8x |
| J&J
Snack Foods Corp. |
9.7x |
9.2x |
| Lamb
Weston Holdings, Inc. |
8.1x |
9.0x |
| Premium
Brands Holdings Corporation |
8.8x |
7.5x |
| Smithfield
Foods, Inc. |
6.7x |
6.7x |
| Tyson
Foods, Inc. |
8.2x |
8.3x |
| Small-Cap
QSR and Casual Restaurant |
|
|
| Dine
Brands Global, Inc. |
7.8x |
7.3x |
| El
Pollo Loco Holdings, Inc. |
6.2x |
6.0x |
| MTY
Food Group Inc. |
7.8x |
7.9x |
| Portillo’s
Inc. |
8.1x |
8.1x |
| Financial
Metric |
Low |
Median |
High |
| Branded
Protein and Foodservice |
|
|
|
| EV
/ CY 2025E Adjusted EBITDA |
6.7x |
8.2x |
12.2x |
| EV
/ CY 2026E Adjusted EBITDA |
6.7x |
9.0x |
10.8x |
| Small-Cap
QSR and Casual Restaurant |
|
|
|
| EV
/ CY 2025E Adjusted EBITDA |
6.2x |
7.8x |
8.1x |
| EV
/ CY 2026E Adjusted EBITDA |
6.0x |
7.6x |
8.1x |
Jefferies applied a selected
range of enterprise value to estimated Adjusted EBITDA multiples of 7.5x to 10.0x and 7.0x to 9.5x to corresponding data of Nathan’s
based on the Nathan’s Financial Projections for estimated Adjusted EBITDA for CY 2025E and CY 2026E, respectively, to determine
ranges of implied enterprise values for Nathan’s. Jefferies then subtracted Nathan’s estimated net debt of $24.5 million
as of December 28, 2025 to calculate a range of implied equity values, and divided the result by the number of fully diluted shares
of Common Stock outstanding of approximately 4.155 million, each as provided by Nathan’s management, to calculate
a range of implied per share equity values for Nathan’s. This analysis indicated the reference ranges of implied per share equity
values set forth in the table below (rounded to the nearest $0.05), in each case as compared to the Merger Consideration of $102.00 per
share.
Selected Public Companies Analysis
| Financial
Metric |
Selected
Multiple Range |
Implied
Per Share Equity Value
Reference Range |
| EV
/ CY 2025E Adjusted EBITDA |
7.5x
– 10.0x |
$57.55
– $78.60 |
| EV
/ CY 2026E Adjusted EBITDA |
7.0x
– 9.5x |
$65.70
– $90.80 |
No company utilized in the
selected public companies analysis is identical to Nathan’s. In evaluating the selected public companies, Jefferies made judgments
and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many
of which are beyond Nathan’s and Jefferies’ control.
| 3. | The disclosure under the heading "THE MERGER - Opinion
of Jefferies LLC" is hereby supplemented by adding the bolded and underlined disclosure
to and deleting the struck-through disclosure that begins with the first full paragraph on page 45
underneath the section titled "Selected Transactions Analysis" and ends with "Discounted
Cash Flow Analysis" on page 47 of the Proxy Statement as follows: |
Selected Transactions Analysis
Jefferies reviewed publicly
available financial, stock market and operating information of Nathan’s and company filings, definitive proxy statements, press
releases and Wall Street research relating to the following thirty-three historical M&A transactions, announced
since May 2013, involving companies in the branded protein, foodservice, small-cap quick service and casual restaurant industries
that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes
of its analysis, which are collectively referred to as the “selected transactions”.
The selected transactions and the
financial data reviewed included the following:
Selected Transactions Analysis
| Announcement
Date |
Target |
Acquiror |
EV
/ LTM
Adjusted EBITDA |
| Branded
Protein and Foodservice |
|
|
|
| December 2025 |
Stampede
Culinary Partners, Inc. |
Premium
Brands Holdings Corporation |
9.7x |
| August 2021 |
Sanderson
Farms, Inc. |
Cargill
/ Continental Grain Company |
10.8x |
| June 2021 |
Kerry
Consumer Foods
(Meats and Meals Business) |
Pilgrim’s
Pride Corporation |
8.5x |
| November 2019 |
National
Beef Packing Company, LLC |
Marfrig
Global Foods S.A. |
4.4x |
| September 2017 |
Moy
Park
(JBS S.A.) |
Pilgrim’s
Pride Corporation |
9.6x |
| August 2017 |
Fontanini
Italian Meats and Sausages |
Hormel
Foods Corporation |
12.0x |
| May 2017 |
Rubicon
Resources, LLC |
High
Liner Foods Incorporated |
6.7x |
| April 2017 |
AdvancePierre
Foods Holdings, Inc. |
Tyson
Foods, Inc. |
13.5x |
| August 2015 |
American
Seafoods |
Bregal-
Partners |
7.7x |
| June 2015 |
Moy
Park Ltd
(Marfrig Global Foods S.A.) |
JBS
S.A. |
7.9x |
| June 2015 |
Campofrio
Food Group |
Sigma
Alimentos, S.A. of C.V. |
7.1x |
| May 2015 |
Applegate
Farms, LLC |
Hormel
Foods Corporation |
16.9x |
| May 2013 |
Smithfield
Foods, Inc. |
WH
Group Limited |
9.2x |
| Small-Cap
QSR and Casual Restaurant |
|
|
|
| November 2025 |
Denny’s
Corporation |
TriArtisan
Capital Advisors LLC |
8.0x |
| September 2025 |
Potbelly
Corporation |
Racetrac, Inc. |
19.9x |
| July 2025 |
Sizzling
Platter, LLC |
Bain
Capital North American Private Equity |
7.3x |
| January 2024 |
Carrols
Restaurant Group, Inc. |
Restaurant
Brands International Inc. |
7.1x |
| August 2023 |
Fiesta
Restaurant Group, Inc., |
Authentic
Restaurant Brands
(Garnett Station Partners, LLC) |
8.2x |
| December 2022 |
Fuzzy’s
Taco Shop |
Dine
Brands Global, Inc. |
12.2x |
| September 2022 |
Recipe
Unlimited Corporation |
Fairfax
Financial Holdings Limited |
9.1x |
| December 2021 |
Del
Taco Restaurants, Inc. |
Jack
in the Box Inc. |
10.5x |
| November 2021 |
Firehouse
Restaurant Group Inc. |
Restaurant Brands International Inc. |
20.0x |
| July 2021 |
Taco
Cabana
(Fiesta Restaurant Group) |
Yadav
Enterprises, Inc. |
7.0x |
| June 2021 |
Global
Franchise Group |
FAT
Brands Inc. |
11.1x |
| January 2020 |
The
Habit Restaurants, Inc. |
Yum!
Brands, Inc. |
11.8x |
| April 2019 |
Pap
Murphy’s Holdings Inc. |
MTY
Food Group Inc. |
8.4x |
| November 2018 |
Diversified
Restaurant Holdings, Inc. |
ICV
Partners, LLC |
7.3x |
| November 2018 |
Bojangles’
Inc. |
Durational
Capital Management LP |
10.8x |
| August 2018 |
Jamba, Inc. |
Roark
(Focus Brands Inc.) |
15.1x |
| August 2018 |
Zoe’s
Kitchen, Inc. |
CAVA
Group Inc. |
14.8x |
| December 2017 |
Qdoba
Restaurant Corp. |
Apollo
Global Management LLC |
6.4x |
| March 2017 |
Checkers
Drive-In Restaurants, Inc. |
Oak
Hill Capital Partners |
10.4x |
| April 2015 |
Del
Taco Holdings Inc. |
Levy
Acquisition Corp. |
8.5x |
Selected Transactions Analysis
| Financial
Metric |
Low |
Median |
High |
| Branded
Protein and Foodservice |
|
|
|
| EV
/ LTM Adjusted EBITDA |
4.4x
|
9.2x |
16.9x |
| Small-Cap
QSR and Casual Restaurant |
|
|
|
| EV
/ LTM Adjusted EBITDA |
6.4x |
9.7x |
20.0x |
Jefferies applied a selected
range of enterprise value to the last twelve months (“LTM”) Adjusted EBITDA multiples derived from the selected transactions
analysis of 8.0x to 11.0x to the estimated LTM Adjusted EBITDA of Nathan’s for the twelve months ended December 28, 2025,
to determine a range of implied enterprise values for Nathan’s. Jefferies then subtracted Nathan’s estimated net debt of
$24.5 million as of December 28, 2025, to calculate a range of implied equity values, and divided the result by the number
of fully diluted shares of Common Stock outstanding of approximately 4.155 million, each as provided by Nathan’s
management, to calculate a range of implied per share equity values. This analysis indicated the reference ranges of implied per share
equity values set forth in the table below (rounded to the nearest $0.05), in each case as compared to the Merger Consideration of $102.00
per share.
Selected Transactions Analysis
| Financial
Metric |
Selected
Multiple Range |
Implied
Per Share Equity Value
Reference Range |
| EV
/ LTM Adjusted EBITDA |
8.0x
– 11.0x |
$61.80
– $86.80 |
No transaction utilized
as a comparison in the selected transactions analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments
and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters,
many of which are beyond the control of Nathan’s and Jefferies.
| 4. | The disclosure under the heading “THE MERGER –
Opinion of Jefferies LLC” is hereby supplemented by adding the bolded and underlined disclosure
to the disclosure that begins with “Discounted Cash Flow Analysis” on page 47
and ends with “Miscellaneous” on page 47 of the Proxy Statement as follows: |
Discounted Cash Flow Analysis
Jefferies performed a discounted
cash flow analysis of Nathan’s by calculating the estimated present value of the stand-alone unlevered free cashflows that Nathan’s
was forecasted to generate during the fourth fiscal quarter of 2026 and the fiscal years ending March 31, 2027, through March 31,
2030, based on the Nathan’s Financial Projections. The terminal values of Nathan’s were calculated by applying a selected
range of perpetuity growth rates of 2.0% to 3.0% to Nathan’s estimated terminal year unlevered free cashflows, based on the Nathan’s
Financial Projections and per management guidance. The present values of the unlevered free cash flows and terminal values of Nathan’s
were then calculated using a selected discount rate range of 9.0% to 10.0%, based on an estimate of Nathan’s weighted average cost
of capital, to determine a range of implied enterprise values for Nathan’s. Jefferies then subtracted Nathan’s estimated
net debt of $24.5 million as of December 28, 2025, to calculate a range of implied equity values, and divided the
result by the number of fully diluted shares of Common Stock outstanding of approximately 4.155 million, each as provided
by Nathan’s management, to calculate a range of implied per share equity values for Nathan’s. This analysis indicated a reference
range of implied per share equity values of $95.35 to $124.60 per share (rounded to the nearest $0.05), as compared to the Merger Consideration
of $102.00 per share (or $103.00 per share, assuming that, prior to the Effective Time and as permitted under the Merger Agreement, Nathan’s
declares and pays two regular quarterly dividends from Nathan’s cash balance and cash flows reflected within the reference range
above).
Forward-Looking Statements
This Current Report on Form 8-K includes statements
that are forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed acquisition of the Company,
stockholder approvals and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties
that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include,
but are not limited to: failure to obtain the required vote of the Company’s stockholders in connection with the proposed transaction;
the timing to consummate the proposed transaction and the risk that the proposed transaction may not be completed at all or the occurrence
of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the conditions
to closing of the proposed transaction may not be satisfied or waived; the risk that a governmental or regulatory approval that may be
required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; potential litigation
relating to, or other unexpected costs resulting from, the proposed transaction; legislative, regulatory and economic developments; and
the diversion of management’s time on transaction-related issues. The Company can give no assurance that the conditions to
the proposed transaction will be satisfied, or that it will close within the anticipated time period.
All statements, other than statements of historical
fact, should be considered forward-looking statements made in good faith by the Company and are intended to qualify for the safe harbor
from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, or any
other documents, words such as “believe,” “positioned,” “estimate,” “project,” “plan,”
“goal,” “target,” “assumption,” “continue,” “intend,” “expect,”
“future,” “anticipate,” and similar expressions are intended to identify forward-looking statements. These forward-looking
statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain.
Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could
cause the Company’s actual results to differ materially from those expressed in the forward-looking statements, are described in
greater detail under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal
year ended March 29, 2026 filed with the SEC and in any other SEC filings made by the Company. The Company cautions that these risks
and factors are not exclusive. Additional factors that may cause actual results to differ materially from any forward-looking statements
regarding the proposed transaction include, but are not limited to: 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 the Company’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, 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 and 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 the Company’s businesses, the amount 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 the Company's common stock and/or on its financial performance. Management cautions
against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior
earnings levels. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company does not undertake
any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Additional Information Regarding the Proposed Transaction and Where
to Find It
In connection with the proposed transaction and
with the solicitation of proxies for the special meeting of stockholders, the Company has filed the Proxy Statement with the SEC, and
the Company may file other relevant materials with the SEC. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND DOCUMENTS INCORPORATED THEREIN, FILED
OR THAT WILL BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive Proxy Statement
has been sent to the Company’s stockholders. Investors and securityholders will be able to obtain the Proxy Statement free of charge
from the SEC’s website or from the Company. The documents filed by the Company with the SEC may be obtained free of charge on the
Company’s website at the Investor Relations section of www.nathansfamous.com or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from the Company by requesting them from Investor Relations in writing from us at
the following address: Nathan’s Famous, Inc. One Jericho Plaza Second Floor — Wing A Jericho, New York 11753,
or by telephone at 516-338-8500. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and its directors and executive officers
and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information about the Company’s directors and executive officers is available in the Company’s Annual Report
on Form 10-K for the fiscal year ended March 29, 2026, which was filed with the SEC on June 9, 2026, and was amended by
the Company’s Annual Report on Form 10-K/A (Amendment No. 1) filed with the SEC on July 24, 2026 and in other filings
with the SEC, including any statements of beneficial ownership on Form 3, Form 4 or Form 5. Other information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
are contained in the Proxy Statement and other relevant materials filed or to be filed with the SEC regarding the transaction. Investors
should read the Proxy Statement and any other such materials carefully before making any voting or investment decisions. You may obtain
free copies of these documents from the Company as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
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: October 14, 2026 |
NATHAN’S FAMOUS, INC. |
| |
|
| |
By: |
/s/
Eric Gatoff |
| |
|
Name: |
Eric Gatoff |
| |
|
Title: |
Chief Executive Officer |
