Nathan’s Famous cancels director options for $413K

At closing, each outstanding common share was cancelled and converted into a right to receive $102.00 in cash; the cancelled options carried a separate $412,950 payment.

Rhea-AI Filing Summary

Nathan’s Famous, Inc. director Robert J. Eide reported dispositions to the issuer on October 26, 2026, at the closing of its merger involving Smithfield Foods. His 15,987 directly held common shares and 138 shares held by Isagen, LLC were cancelled and converted into rights to receive $102.00 in cash per share. Eide was Isagen’s sole member.

Separately, 15,000 stock options were cancelled in exchange for a right to receive a $412,950 cash payment, based on the $74.47 exercise price and merger consideration. Reported holdings following each of the three transactions were zero.

Insider Trade Summary

Disposition: 31,125.1473 shares

Disposition 3 txns

Insider EIDE ROBERT J

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options (right to buy) F2	15,000	$102.00	$1.53M
Disposition	Common Stock F3, F1	15,987.1473	--	--
Disposition	Common Stock F1, F4	138	--	--

Holdings After Transaction: Stock Options (right to buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By: Isagen, LLC)

Footnotes (4)

1. F1. On October 26, 2026, Nathan's Famous Inc., a Delaware corporation (the "Company"), consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated January 20, 2026 (the "Merger Agreement"), by and among the Company, Smithfield Foods, Inc., a Virginia corporation ("Parent") and Boardwalk Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and automatically converted into the right to receive $102.00 in cash, without interest and less any applicable withholding tax, under the terms and subject to the conditions set forth in the Merger Agreement.
2. F2. The Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal to $412,950, representing the difference between the exercise price of the Option and $102.00, multiplied by the aggregate number of shares of Common Stock that were issuable upon exercise of the Option.
3. F3. Excludes 250,000 shares owned by Lorber Alpha II LP, for which the Reporting Person is a co-trustee of the beneficial owner of such entity. The Reporting Person does not have a pecuniary interest in the shares held by Lorber Alpha II LP.
4. F4. These shares are owned directly by Isagen, LLC, a limited liability company of which the Reporting Person is the sole member.

Key Figures

Direct common shares disposed: 15,987 shares Isagen, LLC shares disposed: 138 shares Options cancelled: 15,000 options +4 more

7 metrics

Direct common shares disposed 15,987 shares Directly held shares disposed to the issuer on October 26, 2026

Isagen, LLC shares disposed 138 shares Indirectly held shares disposed to the issuer on October 26, 2026

Options cancelled 15,000 options Cancelled at the merger closing

Option cancellation payment $412,950 Cash payment right for the cancelled options

Option exercise price $74.47 per share Exercise price for the cancelled options

Cash merger consideration $102.00 per share Right to receive cash for each outstanding common share

Reported post-transaction holdings 0 shares Reported following each of the three transactions

Key Terms

Agreement and Plan of Merger, pecuniary interest, par value

3 terms

Agreement and Plan of Merger technical

"Agreement and Plan of Merger, dated January 20, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

pecuniary interest financial

"does not have a pecuniary interest in the shares held by Lorber Alpha II LP"

par value financial

"Common Stock, par value $0.01 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What NATH shares and options did director Robert J. Eide dispose of?

Robert J. Eide reported disposition to the issuer of 15,987 directly held common shares and cancellation of 15,000 options; 138 shares held by Isagen, LLC were also disposed of. The common shares converted into rights to receive $102.00 cash per share, and the option cancellation carried a $412,950 payment. No Rule 10b5-1 plan is reported.

How was the $412,950 NATH option payment calculated?

The $412,950 payment represented the difference between the option exercise price and $102.00, multiplied by 15,000 shares issuable upon exercise. The exercise price was $74.47 per share, and the option was cancelled at the merger closing on October 26, 2026.

Who owned the 138 NATH shares disposed of through Isagen, LLC?

The 138 shares were owned directly by Isagen, LLC, a limited liability company of which Robert J. Eide was the sole member. The shares were disposed of to the issuer at the October 26, 2026 closing, and the reported post-transaction position was zero.

What did the NATH filing say about shares held by Lorber Alpha II LP?

A footnote says 250,000 shares were owned by Lorber Alpha II LP and identifies Robert J. Eide as a co-trustee of the beneficial owner of that entity. It also says Eide did not have a pecuniary interest in those shares.

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

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Available on EDGAR 10/26/2026 - 04:53 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:53 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EIDE ROBERT J

(Last) (First) (Middle)

C/O NATHAN'S FAMOUS, INC.,

ONE JERICHO PLAZA, SECOND FLOOR - WING A

(Street)

JERICHO NEW YORK 11753

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NATHANS FAMOUS, INC. [ NATH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/26/2026		D		15,987.1473(3)	D	(1)	0	D
Common Stock	10/26/2026		D		138	D	(1)	0	I	By: Isagen, LLC(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$74.47	10/26/2026		D			15,000	(2)	08/19/2029	Common Stock, par value $0.01 per share	15,000	$102	0	D

Explanation of Responses:

1. On October 26, 2026, Nathan's Famous Inc., a Delaware corporation (the "Company"), consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated January 20, 2026 (the "Merger Agreement"), by and among the Company, Smithfield Foods, Inc., a Virginia corporation ("Parent") and Boardwalk Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and automatically converted into the right to receive $102.00 in cash, without interest and less any applicable withholding tax, under the terms and subject to the conditions set forth in the Merger Agreement.

2. The Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal to $412,950, representing the difference between the exercise price of the Option and $102.00, multiplied by the aggregate number of shares of Common Stock that were issuable upon exercise of the Option.

3. Excludes 250,000 shares owned by Lorber Alpha II LP, for which the Reporting Person is a co-trustee of the beneficial owner of such entity. The Reporting Person does not have a pecuniary interest in the shares held by Lorber Alpha II LP.

4. These shares are owned directly by Isagen, LLC, a limited liability company of which the Reporting Person is the sole member.

	/s/ Robert J. Eide	10/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)