Nathan's Famous: Petrocelli shares convert at $102

The merger terms provide a right to $102.00 in cash per outstanding common share and a $412,950 payment right for the cancelled options.

Rhea-AI Filing Summary

Attilio Petrocelli reported disposition transactions in this Form 4 filing. Nathan's Famous, Inc. (NATH) completed its merger transaction on October 26, 2026. Director Attilio Petrocelli reported that 50,000 common shares were cancelled and converted into the right to receive $102.00 per share in cash; his reported common-stock holdings afterward were zero. His 15,000 stock options, with a $74.47 exercise price, were cancelled in exchange for the right to receive a $412,950 cash payment; the transaction row reports zero underlying shares afterward.

Insider Trade Summary

Disposition: 65,000 shares

Disposition 2 txns

Insider PETROCELLI ATTILIO

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options (right to buy) F2	15,000	$102.00	$1.53M
Disposition	Common Stock F1	50,000	--	--

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

Common shares disposed: 50,000 shares Cash consideration per common share: $102.00 per share Common shares following transaction: 0 shares +4 more

7 metrics

Common shares disposed 50,000 shares October 26, 2026

Cash consideration per common share $102.00 per share Merger terms

Common shares following transaction 0 shares Reported resulting position

Stock options cancelled 15,000 options October 26, 2026

Exercise price $74.47 per share Reported stock options

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

Underlying shares following option transaction 0 shares Reported resulting position

Key Terms

Agreement and Plan of Merger, exercise price, withholding tax

3 terms

Agreement and Plan of Merger regulatory

"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.

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 Attilio Petrocelli's NATH shares in the merger?

On October 26, 2026, 50,000 common shares were cancelled and converted into the right to receive $102.00 per share in cash. Petrocelli's reported common-stock holdings afterward were zero.

How were Attilio Petrocelli's NATH stock options treated?

At closing on October 26, 2026, 15,000 options were cancelled in exchange for the right to a $412,950 cash payment. The payment represents the difference between the $74.47 exercise price and $102.00, multiplied by the 15,000 underlying shares.

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

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Available on EDGAR 10/26/2026 - 05:00 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:59 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^*

PETROCELLI ATTILIO

(Last) (First) (Middle)

9 PARK PLACE

(Street)

GREAT NECK NEW YORK 11021

(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		50,000	D	(1)	0	D

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.

	/s/ Attilio Petrocelli	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)