Nathan's Famous director due $413K as option canceled

The $412,950 cash payment right reflects the gap between the merger’s $102.00 per-share value and the option’s $74.47 exercise price.

Rhea-AI Filing Summary

Wayne Norbitz reported disposition transactions in this Form 4 filing. Nathan's Famous, Inc. (NATH) director Wayne Norbitz's directly held option covering 15,000 shares was cancelled at the merger closing on October 26, 2026. In exchange, he became entitled to a $412,950 cash payment, calculated as the $102.00 per-share merger consideration less the option's $74.47 exercise price, multiplied by 15,000 shares. The option's expiration date was August 19, 2029; no Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 15,000 shares

Disposition 1 txn

Insider NORBITZ WAYNE

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options (right to buy) F1, F2	15,000	$102.00	$1.53M

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

Footnotes (2)

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.

Key Figures

Shares underlying option: 15,000 shares Cash payment right: $412,950 Merger consideration: $102.00 per share +2 more

5 metrics

Shares underlying option 15,000 shares Shares issuable upon exercise of the cancelled option

Cash payment right $412,950 Payment due in exchange for cancellation of the option

Merger consideration $102.00 per share Cash consideration for each outstanding common share

Exercise price $74.47 per share Exercise price of the cancelled option

Option expiration date August 19, 2029 Expiration date shown for the option

Key Terms

exercise price, Agreement and Plan of Merger, Closing

3 terms

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.

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.

Closing technical

"Upon the Closing, each outstanding share"

FAQ

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

How much was Wayne Norbitz entitled to receive for his NATH option cancellation?

At the October 26, 2026 merger closing, Wayne Norbitz's option covering 15,000 shares was cancelled for the right to receive $412,950 in cash. The amount represented the $102.00 per-share merger consideration less the $74.47 exercise price, multiplied by 15,000 shares.

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

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Available on EDGAR 10/26/2026 - 04:58 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:58 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^*

NORBITZ WAYNE

(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)	$74.47	10/26/2026		D			15,000	(1)(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.

	/s/ Wayne Norbitz	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)