Nathan's Famous: Levine disposes of 3,256 shares

Nathan's Famous, Inc. director Andrew M. Levine reported the disposition of 3,256 directly held common shares on October 26, 2026, when the merger converted each outstanding share into a right to receive $102 in cash.

Rhea-AI Filing Summary

Nathan's Famous, Inc. director Andrew M. Levine reported the disposition of 3,256 directly held common shares on October 26, 2026, when the merger converted each outstanding share into a right to receive $102 in cash. His reported direct common-stock holding afterward was 0. Options covering 15,000 shares were canceled at closing for a stated $412,950 cash payment; their exercise price was $74.47. The reported common-stock amount excludes 250,000 shares held by Lorber Alpha II LP, for which Levine was a co-trustee of the beneficial owner and had no pecuniary interest.

Insider Trade Summary

Disposition: 18,256 shares

Disposition 2 txns

Insider Levine Andrew M

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	3,256	--	--

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

Key Figures

Common shares disposed: 3,256 shares Merger cash consideration: $102 per share Underlying shares subject to canceled options: 15,000 shares +4 more

7 metrics

Common shares disposed 3,256 shares Directly held shares reported for October 26, 2026

Merger cash consideration $102 per share Right to receive cash for each outstanding common share

Underlying shares subject to canceled options 15,000 shares Options canceled upon closing

Option cancellation payment $412,950 Cash payment right upon cancellation of the options

Option exercise price $74.47 per share Exercise price of the canceled options

Direct common shares following transaction 0 shares Reported position after the October 26, 2026 transaction

Shares excluded from reported amount 250,000 shares Held by Lorber Alpha II LP

Key Terms

Merger Agreement, pecuniary interest, exercise price

3 terms

Merger Agreement regulatory

"transactions contemplated by that certain Agreement and Plan of Merger"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

pecuniary interest financial

"does not have a pecuniary interest in the shares"

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.

FAQ

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

How many NATH shares did director Andrew M. Levine dispose of?

Levine reported the disposition of 3,256 directly held common shares on October 26, 2026. Under the merger, each outstanding common share was converted into a right to receive $102 in cash.

What happened to Andrew M. Levine's NATH stock options?

Options covering 15,000 shares were canceled at closing in exchange for the right to receive a $412,950 cash payment. The options had an exercise price of $74.47.

Were 250,000 NATH shares attributed to Andrew M. Levine?

No. The reported amount excludes 250,000 shares held by Lorber Alpha II LP. Levine was a co-trustee of the beneficial owner and 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 - 04:57 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:56 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^*

Levine Andrew M

(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		3,256(3)	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.

3. Excludes 250,000 shares held 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.

	/s/ Andrew Levine	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)