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Nathan's Famous, Inc. insider Howard M. Lorber filed an amended ownership report showing he beneficially owns 989,841 shares of common stock, or 24.2% of the company’s outstanding shares as of January 20, 2026. These holdings include shares he owns directly and through Lorber Alpha II LP and Lorber Gamma LP, over which he has sole voting and dispositive power, and exclude 22,550 shares held by Lorber Charitable Fund and 20,000 unvested restricted stock units.
The amendment details years of option exercises, tax‑related share withholdings, gifts and contributions to affiliated partnerships, as well as recent vesting of restricted stock units. It also discloses that on January 20, 2026, Nathan’s Famous agreed to be acquired through a merger with a subsidiary of Smithfield Foods, Inc., and Lorber and his affiliated partnerships entered into a Voting Agreement committing their shares to support approval of the merger and to oppose competing acquisition proposals, subject to customary termination conditions and transfer restrictions.
Nathan’s Famous, Inc. agreed to be acquired by Smithfield Foods through a cash merger at $102.00 per share, after which Nathan’s will become a wholly owned subsidiary and its stock will stop trading publicly. Each outstanding share (other than certain excluded and appraisal shares) will be converted into the right to receive the cash payment, and company stock options and RSUs will be cashed out based on this price, with RSUs vesting in full at target levels.
The deal requires approval from Nathan’s stockholders, antitrust clearance under the HSR Act, and CFIUS clearance, and it is subject to customary closing conditions and absence of a material adverse effect. A voting agreement covers about 29.9% of shares in favor of the merger, and Nathan’s may continue up to two regular quarterly cash dividends of $0.50 per share. The merger agreement includes a company termination fee of $10,581,814 in specified circumstances and a reverse termination fee of $7,407,270 payable by the buyer tied mainly to CFIUS-related outcomes. The CEO and CFO also entered retention agreements providing cash bonuses of $3,250,000.00 and $1,050,000.00, respectively, if the merger closes.
Nathan’s Famous (NATH) reported Q2 FY2026 results with total revenues of $45,687,000, up 11% year over year. Net income was $5,199,000 and diluted EPS was $1.26. Income from operations declined to $7,502,000 as higher commodity costs lifted cost of sales by 24%.
Branded Products revenue rose 18% to $29,047,000 on 7% higher hot dog volume and an 11% higher average selling price. Company-owned restaurant sales increased 5% to $5,624,000, while license royalties decreased 3% to $9,227,000 as retail volume fell 18% but was partly offset by pricing. Interest expense improved to $739,000 from $1,441,000.
Cash and cash equivalents were $32,175,000, and long-term debt (net) was $46,909,000. The Board declared a third quarterly cash dividend of $0.50 per share and a special dividend of $2.50 per share (approximately $10,224) payable December 5, 2025 to holders of record on November 24, 2025. Shares outstanding were 4,089,510 as of November 3, 2025.
Nathan’s Famous, Inc. filed a current report to share that it has released its financial results for the second fiscal quarter ended September 28, 2025. The company states that it issued a press release on November 6, 2025 describing these results.
The full text of this press release is included as Exhibit 99.1 to the report and is incorporated by reference, meaning it is treated as part of the disclosure. The filing is signed on behalf of Nathan’s Famous, Inc. by Chief Executive Officer Eric Gatoff.
At the company's Annual Meeting, stockholders voted on matters and the filing reports vote tallies for each named individual. The document lists raw vote totals adjacent to each name without labeling the columns; the reported figures for each person are presented in the order shown in the source. For example, Robert J. Eide: 2,655,914 315,190 378,148; Eric Gatoff: 2,948,306 22,798 378,148; and similar three-number entries are provided for Brian S. Genson, Barry Leistner, Andrew Levine, Howard M. Lorber, Wayne Norbitz, A.F. Petrocelli, Joanne Podell, and Charles Raich. The report is signed by Robert Steinberg in his capacity as Vice President Finance and Chief Financial Officer.
Nathan’s Famous (NATH) filed its Q1 FY-2026 10-Q for the 13 weeks ended 29-Jun-2025. Total revenue rose 5% year-on-year to $46.998 M, driven by an 11% jump in Branded Product Program sales to $29.075 M that offset a 5% decline in company-owned restaurant sales and a 4% fall in licensing royalties. Cost of sales climbed 13% as beef prices remained elevated, trimming consolidated gross profit to $18.6 M and lowering operating income 7% to $12.79 M.
Net income slipped 4% to $8.93 M; diluted EPS declined to $2.16 from $2.27. Interest expense fell 29% to $0.76 M after last year’s refinancing into a $60 M SOFR term loan (5.81% at quarter-end), helping mitigate margin pressure. Operating cash flow was a modest $0.22 M outflow as receivables expanded $12.3 M, mainly from higher branded product and royalty balances.
Nathan’s ended the quarter with $26.9 M in cash, $49.9 M of net term-loan debt and no revolver borrowings, producing net leverage well inside the 3.0× covenant. The stockholders’ deficit narrowed to $9.3 M from $16.5 M last year. A $0.50 quarterly dividend ($8.2 M annualized) was paid 1-Jul-2025 and another declared for 5-Sep-2025. Management continues to monitor beef cost inflation and expects ongoing seasonal strength in summer quarters.