Nathan's Famous completes $102-a-share cash merger

Each outstanding common share converted into a right to receive $102.00 in cash, without interest and less applicable withholding tax.

Rhea-AI Filing Summary

Nathan's Famous, Inc. completed its merger with Smithfield Foods, Inc. on October 26, 2026, and director Joanne Podell disposed of two stock-option positions at closing. Her 10,000 options with a $78.00 exercise price were cancelled in exchange for a right to receive $240,000; her 5,000 options with a $74.47 exercise price were cancelled in exchange for a right to receive $137,650.

Insider Trade Summary

Disposition: 15,000 shares

Disposition 2 txns

Insider Podell Joanne

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock options (right to buy) F1, F2	10,000	$102.00	$1.02M
Disposition	Stock Options (right to buy) F1, F3	5,000	$102.00	$510K

Holdings After Transaction: Stock options (right to buy) — 0 contracts (Direct)

Footnotes (3)

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 $240,000, 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. The Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal to $137,650, 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.

Key Figures

Options cancelled: 10,000 options Exercise price: $78.00 per option Cash payment right: $240,000 +4 more

7 metrics

Options cancelled 10,000 options Director Joanne Podell's options cancelled at closing on October 26, 2026

Exercise price $78.00 per option 10,000 options cancelled at closing on October 26, 2026

Cash payment right $240,000 For cancellation of the 10,000 options at closing on October 26, 2026

Options cancelled 5,000 options Director Joanne Podell's options cancelled at closing on October 26, 2026

Exercise price $74.47 per option 5,000 options cancelled at closing on October 26, 2026

Cash payment right $137,650 For cancellation of the 5,000 options at closing on October 26, 2026

Merger consideration $102.00 per common share Cash consideration, without interest and less applicable withholding tax

Key Terms

Agreement and Plan of Merger, exercise price, withholding tax

3 terms

Agreement and Plan of Merger regulatory

"that certain Agreement and Plan of Merger"

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.

exercise price financial

"difference between the exercise price of the Option and $102.00"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

withholding tax financial

"less any applicable withholding tax"

Withholding tax is a government-required portion of a payment—such as dividends, interest, or salary—that the payer keeps back and sends directly to tax authorities before the recipient receives the money. For investors it reduces the cash they actually get and changes the after-tax return on an investment; rates and refund or credit rules vary by country and can materially affect comparisons between similar investments, like a cashier holding part of a bill to cover taxes.

FAQ

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

What happened to Joanne Podell's NATH stock options?

Director Joanne Podell's 10,000 options at a $78.00 exercise price were cancelled for a right to receive $240,000, and her 5,000 options at a $74.47 exercise price were cancelled for a right to receive $137,650, at the October 26, 2026 closing. No Rule 10b5-1 plan is reported.

What did Nathan's Famous shareholders receive in the merger?

Each outstanding share of Nathan's Famous common stock converted into a right to receive $102.00 in cash, without interest and less any applicable withholding tax, under the merger terms.

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

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Available on EDGAR 10/26/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/26/2026 - 05:00 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
Estimated average burden
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^*

Podell Joanne

(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

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)	$78	10/26/2026		D			10,000	(1)(2)	08/11/2028	Common Stock, par value $0.01 per share	10,000	$102	0	D
Stock Options (right to buy)	$74.47	10/26/2026		D			5,000	(1)(3)	08/19/2029	Common Stock, par value $0.01 per share	5,000	$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 $240,000, 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. The Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal to $137,650, 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.

	/s/ Joanne Podell	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)