Nathan's Famous: Lorber shares canceled at $102

The agreement, dated January 20, 2026, was among Nathan's Famous, Inc., Smithfield Foods, Inc. and Boardwalk Merger Sub Inc., Smithfield's wholly owned subsidiary.

Rhea-AI Filing Summary

Nathan's Famous, Inc. Executive Chairman Howard M. Lorber reported dispositions on October 26, 2026, when the merger closed: 20,000 restricted stock units, 719,521 directly held common shares, 20,320 shares held by Lorber Gamma LP, and 250,000 shares held by Lorber Alpha II LP. Each outstanding common share was canceled and converted into a right to receive $102.00 in cash, without interest and less any applicable withholding tax; each RSU was canceled in exchange for cash based on its underlying shares and the merger consideration. Each reported position following the dispositions was zero.

Insider Trade Summary

Disposition: 1,009,841 shares

Disposition 4 txns

Insider LORBER HOWARD M

Role Executive Chairman

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units F1, F2	20,000	$102.00	$2.04M
Disposition	Common Stock F1	719,521	--	--
Disposition	Common Stock F1, F3	20,320	--	--
Disposition	Common Stock F1, F4	250,000	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Lorber Gamma LP); Common Stock — 0 shares (Indirect, Lorber Alpha II LP)

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 (the "Merger Consideration").
2. F2. Pursuant to the Merger Agreement, immediately prior to the Closing, each outstanding restricted stock unit ("RSUs") award was deemed to have been earned and became fully vested, and was canceled and extinguished as of the Closing and, in exchange, each former holder of any such Company RSU had the right to receive from Parent or the Surviving Corporation an amount in cash equal to the product obtained by multiplying the number of shares of Common Stock subject to such Company RSU by the Merger Consideration.
3. F3. Represents shares owned by the Lorber Gamma LP (the "Lorber LP"). Mr. Lorber serves as the Managing Member of the Lorber LP's general partner and as such has voting and dispositive power with respect to such shares.
4. F4. Represents shares owned by the Lorber Alpha II LP (the "Lorber II LP"). Mr. Lorber serves as the Managing Member of the Lorber II LP's general partner and as such has voting and dispositive power with respect to such shares.

Key Figures

Restricted stock units disposed: 20,000 restricted stock units Directly held common shares disposed: 719,521 shares Lorber Gamma LP common shares disposed: 20,320 shares +2 more

5 metrics

Restricted stock units disposed 20,000 restricted stock units Reported by Howard M. Lorber on October 26, 2026.

Directly held common shares disposed 719,521 shares Reported by Howard M. Lorber on October 26, 2026.

Lorber Gamma LP common shares disposed 20,320 shares Shares owned by Lorber Gamma LP; reported on October 26, 2026.

Lorber Alpha II LP common shares disposed 250,000 shares Shares owned by Lorber Alpha II LP; reported on October 26, 2026.

Merger consideration $102.00 in cash per common share Without interest and less any applicable withholding tax.

Key Terms

Merger Consideration, restricted stock units, fully vested, voting and dispositive power

4 terms

Merger Consideration financial

"the "Merger Consideration""

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock units technical

"each outstanding restricted stock unit ("RSUs") award"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

fully vested technical

"became fully vested"

voting and dispositive power technical

"has voting and dispositive power with respect to such shares"

FAQ

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

How many NATH shares did Howard M. Lorber dispose of in the merger?

On October 26, 2026, Howard M. Lorber reported disposition of 719,521 directly held common shares, plus 20,320 shares held by Lorber Gamma LP and 250,000 shares held by Lorber Alpha II LP. He also reported disposition of 20,000 restricted stock units.

What did NATH common shareholders receive in the merger?

Each outstanding common share was canceled and converted into the right to receive $102.00 in cash, without interest and less any applicable withholding tax. Each restricted stock unit was canceled in exchange for cash from Parent or the Surviving Corporation equal to the number of shares subject to the unit multiplied by the merger consideration.

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 - 04:57 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^*

LORBER HOWARD M

(Last) (First) (Middle)

C/O NATHAN'S FAMOUS, INC.

ONE JERICHO PLAZA

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

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		719,521	D	(1)	0	D
Common Stock	10/26/2026		D		20,320	D	(1)	0	I(3)	Lorber Gamma LP
Common Stock	10/26/2026		D		250,000	D	(1)	0	I(4)	Lorber Alpha II LP

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
Restricted Stock Units	(1)(2)	10/26/2026		D			20,000	(2)	(2)	Common Stock	20,000	$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 (the "Merger Consideration").

2. Pursuant to the Merger Agreement, immediately prior to the Closing, each outstanding restricted stock unit ("RSUs") award was deemed to have been earned and became fully vested, and was canceled and extinguished as of the Closing and, in exchange, each former holder of any such Company RSU had the right to receive from Parent or the Surviving Corporation an amount in cash equal to the product obtained by multiplying the number of shares of Common Stock subject to such Company RSU by the Merger Consideration.

3. Represents shares owned by the Lorber Gamma LP (the "Lorber LP"). Mr. Lorber serves as the Managing Member of the Lorber LP's general partner and as such has voting and dispositive power with respect to such shares.

4. Represents shares owned by the Lorber Alpha II LP (the "Lorber II LP"). Mr. Lorber serves as the Managing Member of the Lorber II LP's general partner and as such has voting and dispositive power with respect to such shares.

	/s/ Howard M. Lorber	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)