[10-Q] Shake Shack Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Shake Shack Inc. reported stronger quarterly results. Revenue rose to $367.4 million from $316.9 million, and the company posted net income of $13.7 million versus a prior-year loss. Operating income was $18.5 million, with diluted EPS of $0.30.

Same‑Shack sales increased 4.9%, driven by a 3.6% price/mix lift and 1.3% higher traffic. Average weekly sales reached $78,000. Digital sales were $124.2 million, representing 35.2% of Shack sales. System‑wide sales grew to $571.5 million for the quarter. Food and paper costs were 29.3% of Shack sales and labor 24.9%.

The company opened 13 new Company‑operated Shacks and 7 licensed Shacks in the quarter, bringing the system to 630 (359 Company‑operated, 271 licensed). Cash and cash equivalents were $357.8 million, long‑term debt was $247.5 million (0% Convertible Notes due 2028), and there were no borrowings under the $50 million revolver. Year‑to‑date operating cash flow was $159.2 million.

Insights

Restaurant equities analyst

Solid revenue growth and a clean swing to profitability, driven by comps and unit expansion.

Shake Shack delivered revenue of $367.4M with net income of $13.7M, a notable turnaround from last year’s loss. Same‑Shack sales rose 4.9% on both price/mix (3.6%) and traffic (1.3%), while average weekly sales hit $78k. Labor at 24.9% of Shack sales suggests operating leverage versus the prior period’s higher mix.

Digital contributed $124.2M (35.2% of Shack sales), supporting throughput and order mix. System‑wide sales reached $571.5M as the company opened 13 Company‑operated and 7 licensed locations, ending with 630 Shacks. Balance sheet liquidity is underpinned by $357.8M cash and no revolver borrowings; long‑term debt centers on 0% Convertible Notes due 2028.

Key dependencies include sustaining traffic gains and managing input costs (food and paper at 29.3%). Subsequent filings may detail unit economics for new openings and any changes to leverage or the credit facility.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 24, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission file number: 001-36823

SHAKE SHACK INC.

(Exact name of registrant as specified in its charter)

Delaware									47-1941186
(State or other jurisdiction of incorporation or organization)									(IRS Employer Identification No.)
225 Varick Street
Suite 301
			New York,			New York			10014
			(Address of principal executive offices)						(Zip Code)

(646) 747-7200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.001			SHAK			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule-405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

As of October 22, 2025, there were 40,253,589 shares of Class A common stock outstanding and 2,434,789 shares of Class B common stock outstanding.

SHAKE SHACK INC.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Information									1
Part I — Financial Information									2
			Item 1.			Financial Statements (Unaudited)			2
			Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			25
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			42
			Item 4.			Controls and Procedures			42
Part II — Other Information									44
			Item 1.			Legal Proceedings			44
			Item 1A.			Risk Factors			44
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			44
			Item 3.			Defaults Upon Senior Securities			44
			Item 5.			Other Information			44
			Item 6.			Exhibits			45
SIGNATURES									46

Table of Contents

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements, including, but not limited to, statements about our growth, including our long-term growth goals, strategic priorities and initiatives, and liquidity. Forward-looking statements discuss our current expectations, targets and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "likely," "outlook," "potential," "preliminary," "project," "projection," "plan," "seek," "targets," "may," "could," "would," "will," "should," "can," "can have," the negatives thereof and other similar expressions.

Forward-looking statements reflect our current views with respect to future events and are based on certain assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from trends, plans, or expectations set forth in the forward-looking statements, as set forth in this Form 10-Q. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Some of the factors which could cause results to differ materially from our expectations include our ability to develop and open new Shacks on a timely basis, increased costs or shortages or interruptions in the supply and delivery of products, increased labor costs or shortages, inflationary pressures, the impact of tariffs, the impact of Shack closures, our management of digital capabilities and expansion into delivery, as well as kiosk, drive-thru and multiple format investments, our ability to maintain and grow sales at existing Shacks, and risks relating to the restaurant industry generally. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024 as filed with the U.S. Securities and Exchange Commission ("SEC") and our other filings with the SEC.

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

			Page
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Income			4
Condensed Consolidated Statements of Comprehensive Income			5
Condensed Consolidated Statements of Stockholders' Equity			6
Condensed Consolidated Statements of Cash Flows			8
Notes to Condensed Consolidated Financial Statements			9

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)

									September 24 2025						December 25 2024
ASSETS
Current assets:
			Cash and cash equivalents						$	357,757					$	320,714
			Accounts receivable, net						20,612						19,687
			Inventories						6,311						6,014
			Prepaid expenses and other current assets						30,097						21,801
			Total current assets						414,777						368,216
Property and equipment, net of accumulated depreciation of $529,577 and $457,186, respectively.									598,092						551,600
Operating lease assets									468,087						424,611
Deferred income taxes, net									334,978						341,586
Other assets									11,251						10,958
TOTAL ASSETS									$	1,827,185					$	1,696,971
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
			Accounts payable						$	23,562					$	23,609
			Accrued expenses						93,945						63,005
			Accrued wages and related liabilities						25,946						25,422
			Operating lease liabilities, current						60,671						55,739
			Other current liabilities						21,226						19,538
			Total current liabilities						225,350						187,313
Long-term debt									247,469						246,683
Long-term operating lease liabilities									540,248						494,499
Liabilities under tax receivable agreement, net of current portion									247,825						247,017
Other long-term liabilities									31,056						27,833
Total liabilities									1,291,948						1,203,345
Commitments and contingencies (Note 13)
Stockholders' equity:
			Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of September 24, 2025 and December 25, 2024.						—						—
			Class A common stock, $0.001 par value—200,000,000 shares authorized; 40,253,444 and 40,068,068 shares issued and outstanding as of September 24, 2025 and December 25, 2024, respectively.						40						40
			Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,434,789 and 2,455,713 shares issued and outstanding as of September 24, 2025 and December 25, 2024, respectively.						2						2
			Additional paid-in capital						448,096						442,993
			Retained earnings						60,878						26,984
			Accumulated other comprehensive loss						(1)						(1)
			Total stockholders' equity attributable to Shake Shack Inc.						509,015						470,018
Non-controlling interests									26,222						23,608
Total equity									535,237						493,626
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY									$	1,827,185					$	1,696,971

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share amounts)

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Shack sales									$	352,846					$	304,897					$	1,005,908					$	890,929
Licensing revenue									14,565						12,027						38,867						32,995
TOTAL REVENUE									367,411						316,924						1,044,775						923,924
Shack-level operating expenses:
			Food and paper costs						103,461						86,056						286,119						251,362
			Labor and related expenses						88,033						85,523						262,759						253,646
			Other operating expenses						53,779						45,564						152,809						131,373
			Occupancy and related expenses						26,995						23,608						77,219						69,022
General and administrative expenses									44,381						35,691						125,692						107,948
Depreciation and amortization expense									27,079						25,722						80,167						76,659
Pre-opening costs									4,625						3,662						12,798						10,429
Impairments, loss on disposal of assets, and Shack closures									510						29,086						3,448						30,657
TOTAL EXPENSES									348,863						334,912						1,001,011						931,096
INCOME (LOSS) FROM OPERATIONS									18,548						(17,988)						43,764						(7,172)
Other income, net									3,103						3,504						8,924						10,010
Interest expense									(504)						(498)						(1,615)						(1,533)
INCOME (LOSS) BEFORE INCOME TAXES									21,147						(14,982)						51,073						1,305
Income tax expense (benefit)									7,436						(3,873)						14,366						(182)
NET INCOME (LOSS)									13,711						(11,109)						36,707						1,487
Less: Net income (loss) attributable to non-controlling interests									1,210						(898)						2,813						(10)
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.									$	12,501					$	(10,211)					$	33,894					$	1,497
Earnings (Loss) per share of Class A common stock:
			Basic						$	0.31					$	(0.26)					$	0.84					$	0.04
			Diluted						$	0.30					$	(0.26)					$	0.81					$	0.03
Weighted-average shares of Class A common stock outstanding:
			Basic						40,250						40,010						40,199						39,758
			Diluted						41,874						40,010						41,852						44,163

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Net income (loss)									$	13,711					$	(11,109)					$	36,707					$	1,487
Other comprehensive income, net of tax(1):
			Change in foreign currency translation adjustment						3						2						—						1
OTHER COMPREHENSIVE INCOME									3						2						—						1
COMPREHENSIVE INCOME (LOSS)									13,714						(11,107)						36,707						1,488
Less: Comprehensive income (loss) attributable to non-controlling interests									1,210						(898)						2,813						(10)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.									$	12,504					$	(10,209)					$	33,894					$	1,498

(1)Net of tax expense of $0 for the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024.

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(in thousands, except share amounts)

For the Thirteen Weeks Ended September 24, 2025 and September 25, 2024
						Class A Common Stock												Class B Common Stock												Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Non- Controlling Interest						Total Equity
						Shares						Amount						Shares						Amount
BALANCE, JUNE 25, 2025						40,243,981						$	40					2,439,789						$	2					$	445,682					$	48,377					$	(4)					$	24,967					$	519,064
			Net income			—						—						—						—						—						12,501						—						1,210						13,711
			Other comprehensive income:
			Net change in foreign currency translation adjustment			—						—						—						—						—						—						3						—						3
			Equity-based compensation			—						—						—						—						4,511						—						—						—						4,511
			Activity under stock compensation plans			4,463						—						—						—						(1,459)						—						—						974						(485)
			Redemption of LLC Interests			5,000						—						(5,000)						—						28						—						—						(28)						—
			Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis			—						—						—						—						(666)						—						—						—						(666)
			Distributions paid to non-controlling interest holders			—						—						—						—						—						—						—						(901)						(901)
BALANCE, SEPTEMBER 24, 2025						40,253,444						$	40					2,434,789						$	2					$	448,096					$	60,878					$	(1)					$	26,222					$	535,237
BALANCE, JUNE 26, 2024						39,966,973						$	40					2,487,936						$	2					$	433,877					$	28,485					$	(4)					$	23,965					$	486,365
			Net loss			—						—						—						—						—						(10,211)						—						(898)						(11,109)
			Other comprehensive income:
			Net change in foreign currency translation adjustment			—						—						—						—						—						—						2						—						2
			Equity-based compensation			—						—						—						—						4,261						—						—						—						4,261
			Activity under stock compensation plans			28,338						—						—						—						(213)						—						—						251						38
			Redemption of LLC Interests			31,778						—						(31,778)						—						302						—						—						(302)						—
			Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis			—						—						—						—						(439)						—						—						—						(439)
			Distributions paid to non-controlling interest holders			—						—						—						—						—						—						—						(63)						(63)
BALANCE, SEPTEMBER 25, 2024						40,027,089						$	40					2,456,158						$	2					$	437,788					$	18,274					$	(2)					$	22,953					$	479,055

See accompanying Notes to Condensed Consolidated Financial Statements.

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For the Thirty-Nine Weeks Ended September 24, 2025 and September 25, 2024
						Class A Common Stock												Class B Common Stock												Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Non- Controlling Interest						Total Equity
						Shares						Amount						Shares						Amount
BALANCE, DECEMBER 25, 2024						40,068,068						$	40					2,455,713						$	2					$	442,993					$	26,984					$	(1)					$	23,608					$	493,626
			Net income			—						—						—						—						—						33,894						—						2,813						36,707
			Other comprehensive income:
			Net change in foreign currency translation adjustment			—						—						—						—						—						—						—						—						—
			Equity-based compensation			—						—						—						—						14,502						—						—						—						14,502
			Activity under stock compensation plans			164,452						—						—						—						(10,950)						—						—						1,288						(9,662)
			Redemption of LLC Interests			20,924						—						(20,924)						—						(271)						—						—						271						—
			Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis			—						—						—						—						1,822						—						—						—						1,822
			Distributions paid to non-controlling interest holders			—						—						—						—						—						—						—						(1,758)						(1,758)
BALANCE, SEPTEMBER 24, 2025						40,253,444						$	40					2,434,789						$	2					$	448,096					$	60,878					$	(1)					$	26,222					$	535,237
BALANCE, DECEMBER 27, 2023						39,474,315						$	39					2,834,513						$	3					$	426,601					$	16,777					$	(3)					$	25,953					$	469,370
			Net income (loss)			—						—						—						—						—						1,497						—						(10)						1,487
			Other comprehensive income:
			Net change in foreign currency translation adjustment			—						—						—						—						—						—						1						—						1
			Equity-based compensation			—						—						—						—						11,819						—						—						—						11,819
			Activity under stock compensation plans			174,419						1						—						—						(6,110)						—						—						758						(5,351)
			Redemption of LLC Interests			378,355						—						(378,355)						(1)						3,541						—						—						(3,540)						—
			Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis			—						—						—						—						1,937						—						—						—						1,937
			Distributions paid to non-controlling interest holders			—						—						—						—						—						—						—						(208)						(208)
BALANCE, SEPTEMBER 25, 2024						40,027,089						$	40					2,456,158						$	2					$	437,788					$	18,274					$	(2)					$	22,953					$	479,055

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

																		Thirty-Nine Weeks Ended
																		September 24 2025						September 25 2024
OPERATING ACTIVITIES
Net income (including amounts attributable to non-controlling interests)																		$	36,707					$	1,487
Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization expense															80,167						76,659
			Amortization of debt issuance costs															786						786
			Amortization of cloud computing assets															1,676						1,577
			Non-cash operating lease cost															64,489						57,484
			Equity-based compensation															14,173						11,539
			Deferred income taxes															9,238						(4,122)
			Non-cash interest															31						(123)
			Net amortization of discount on held-to-maturity securities															—						(440)
			Impairments, loss on disposal of assets, and Shack closures															3,448						28,703
			Changes in operating assets and liabilities:
						Accounts receivable												(925)						104
						Inventories												(297)						258
						Prepaid expenses and other current assets												(4,134)						(3,781)
						Other assets												(4,634)						(2,489)
						Accounts payable												(610)						(3,907)
						Accrued expenses												22,078						10,123
						Accrued wages and related liabilities												524						1,016
						Other current liabilities												(1,377)						(1,385)
						Operating lease liabilities												(65,713)						(49,159)
						Other long-term liabilities												3,592						1,742
NET CASH PROVIDED BY OPERATING ACTIVITIES																		159,219						126,072
INVESTING ACTIVITIES
Purchases of property and equipment																		(106,697)						(100,801)
Maturities of held-to-maturity marketable securities																		—						69,420
NET CASH USED IN INVESTING ACTIVITIES																		(106,697)						(31,381)
FINANCING ACTIVITIES
Payments on principal of finance leases																		(4,013)						(2,921)
Deferred financing costs																		(10)						—
Distributions paid to non-controlling interest holders																		(1,758)						(208)
Payments under tax receivable agreement																		(37)						—
Net proceeds from stock option exercises																		123						795
Employee withholding taxes related to net settled equity awards																		(9,784)						(6,146)
NET CASH USED IN FINANCING ACTIVITIES																		(15,479)						(8,480)
Effect of exchange rate changes on cash and cash equivalents																		—						1
INCREASE IN CASH AND CASH EQUIVALENTS																		37,043						86,212
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD																		320,714						224,653
CASH AND CASH EQUIVALENTS AT END OF PERIOD																		$	357,757					$	310,865

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

						Page
Note 1			Nature of Operations			10
Note 2			Summary of Significant Accounting Policies			10
Note 3			Revenue			11
Note 4			Fair Value Measurements			12
Note 5			Supplemental Balance Sheet Information			12
Note 6			Debt			13
Note 7			Leases			14
Note 8			Non-Controlling Interests			16
Note 9			Equity-Based Compensation			17
Note 10			Income Taxes			18
Note 11			Earnings Per Share			20
Note 12			Supplemental Cash Flow Information			22
Note 13			Commitments and Contingencies			22
Note 14			Related Party Transactions			23
Note 15			Segment Reporting			24

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NOTE 1: NATURE OF OPERATIONS

Shake Shack Inc. was formed on September 23, 2014 as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of SSE Holdings, LLC and its subsidiaries ("SSE Holdings"). Shake Shack Inc. is the sole managing member of SSE Holdings and, as sole managing member, the Company operates and controls all of the business and affairs of SSE Holdings. As a result, the Company consolidates the financial results of SSE Holdings and reports a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. As of September 24, 2025 the Company owned 94.3% of SSE Holdings. Unless the context otherwise requires, "we," "us," "our," "Shake Shack," the "Company" and other similar references, refer to Shake Shack Inc. and, unless otherwise stated, all of its subsidiaries, including SSE Holdings.

The Company operates and licenses Shake Shack restaurants ("Shacks"), which serve burgers, chicken, hot dogs, crinkle cut fries, shakes, frozen custard, beer, wine and more. As of September 24, 2025, there were 630 Shacks in operation system wide, of which 359 were Company-operated Shacks and 271 were licensed Shacks.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and on a basis consistent in all material respects with the accounting policies described in its Annual Report on Form 10-K for the fiscal year ended December 25, 2024 ("2024 Form 10-K"). Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These interim Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company's 2024 Form 10-K. In the Company's opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year.

SSE Holdings is considered a variable interest entity. Shake Shack Inc. is the primary beneficiary as the Company has the majority economic interest in SSE Holdings and, as the sole managing member, has decision making authority that significantly affects the economic performance of the entity, while the limited partners have no substantive kick-out or participating rights. As a result, the Company consolidates SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of the Company's consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. As of September 24, 2025 and December 25, 2024, the net assets of SSE Holdings were $475,113 and $413,793, respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreement.

Fiscal Year

The Company operates on a 52/53 week fiscal year ending on the last Wednesday of December. Fiscal 2025 contains 53 weeks and ends on December 31, 2025. Fiscal 2024 contained 52 weeks and ended on December 25, 2024. Unless otherwise stated, references to years in this report relate to fiscal years.

Use of Estimates

The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates.

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Recently Issued Accounting Pronouncements

The Company reviewed all recently issued accounting pronouncements and concluded that they were not applicable or not expected to have a significant impact on its Condensed Consolidated Financial Statements.

NOTE 3: REVENUE

Revenue Recognition

Revenue disaggregated by type was as follows:

			Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			September 24 2025						September 25 2024						September 24 2025						September 25 2024
Shack sales			$	352,846					$	304,897					$	1,005,908					$	890,929
Licensing revenue:
Sales-based royalties			13,561						11,567						36,813						31,824
Initial territory, opening, and termination fees			1,004						460						2,054						1,171
Total revenue			$	367,411					$	316,924					$	1,044,775					$	923,924

The aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied as of September 24, 2025 was $27,731. The Company expects to recognize this amount as revenue over a long-term period, as the majority of license terms for each Shack range from ten to twenty years. This amount excludes any variable consideration related to sales-based royalties.

Contract Balances

Contract liabilities and receivables from contracts with customers were as follows:

						September 24 2025						December 25 2024
Shack sales receivables						$	11,153					$	10,699
Licensing receivables, net of allowance for doubtful accounts						5,774						5,735
Gift card liability						2,119						2,584
Deferred revenue, current						1,845						1,666
Deferred revenue, long-term						19,245						17,060

Revenue recognized that was included in the respective liability balances at the beginning of the period was as follows:

			Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			September 24 2025						September 25 2024						September 24 2025						September 25 2024
Gift card liability			$	119					$	109					$	771					$	696
Deferred revenue			561						445						1,597						1,147

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NOTE 4: FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying values of the Company's Cash and cash equivalents, Accounts receivable, net, Accounts payable and Accrued expenses approximate fair value due to the short-term nature of these financial instruments. Refer to Note 6, Debt, for additional information relating to the fair value of the Company's outstanding debt instruments.

A summary of other income from marketable securities was as follows:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
			Income from marketable securities			$	—					$	15					$	—					$	640

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis include long-lived assets, operating lease right-of-use assets and indefinite-lived intangible assets. The Company performs its impairment analysis at least annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.

During the thirteen and thirty-nine weeks ended September 24, 2025, the Company recognized impairment expense of $8 and $170, respectively, related to the nine Shack closures in fiscal 2024. Additionally, the Company recognized miscellaneous Shack closure expense of $(52) and $1,734, respectively for the thirteen and thirty-nine weeks ended September 24, 2025, primarily related to the true-up of expenses for the nine Shack closures in fiscal 2024.

During the thirteen and thirty-nine weeks ended September 25, 2024, the Company recognized impairment expense, related to right-of-use assets, and property, plant and equipment of $26,394 related to the nine Shack closures in fiscal 2024 and miscellaneous Shack closure expense of $1,763.

NOTE 5: SUPPLEMENTAL BALANCE SHEET INFORMATION

The components of Prepaid expenses and other current assets were as follows:

			September 24 2025						December 25 2024
Prepaid expenses			$	12,341					$	8,196
Tenant allowance receivables			16,923						12,761
Other			833						844
Prepaid expenses and other current assets			$	30,097					$	21,801

The components of Other current liabilities were as follows:

			September 24 2025						December 25 2024
Sales tax payable			$	7,071					$	6,999
Current portion of financing equipment lease liabilities			5,603						4,086
Gift card liability			2,119						2,584
Other			6,433						5,869
Other current liabilities			$	21,226					$	19,538

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NOTE 6: DEBT

Convertible Notes

The Company's $250,000 aggregate principal amount of 0% Convertible Senior Notes due 2028 (“Convertible Notes”) will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, the Company pays or delivers, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company's election.

The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 1, 2027, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock, par value $0.001 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per one thousand dollar principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate for the Convertible Notes on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances.

The Convertible Notes had an initial conversion rate of 5.8679 shares of Class A common stock per one thousand dollar principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $170.42 per share of Class A common stock. The fair value of the Convertible Notes was approximately $240,000 and $256,900, respectively, as of September 24, 2025 and December 25, 2024, based on external pricing data, including available quoted market prices of these instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as a Level 2 measurement within the fair value hierarchy.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			Classification						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Amortization expense on Convertible Notes			Interest expense						$	262					$	262					$	786					$	786

									September 24 2025						December 25 2024
Convertible Notes									$	250,000					$	250,000
Discount and debt issuance costs, net of amortization									(2,531)						(3,317)
Long-term debt									$	247,469					$	246,683

Revolving Credit Facility

The Company maintains a revolving credit facility agreement ("Revolving Credit Facility") which permits borrowings up to $50,000 with the ability to increase available borrowings up to an additional $100,000, subject to satisfaction of certain conditions.

In July 2025, the Company entered into the sixth amendment to the Revolving Credit Facility ("Sixth Amendment"), which, among other things, extends the maturity date until the earlier of (a) February 28, 2028, or (b) the date that is 91 days prior to the scheduled maturity date of any Convertible Notes outstanding at any time.

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Outstanding borrowings under the Revolving Credit Facility bear interest at either: (i) the base rate plus applicable margin ranging from 0.0% to 1.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus applicable margin ranging from 1.0% to 2.5%, in each case dependent upon the net lease adjusted leverage ratio. As of September 24, 2025 and December 25, 2024, no amounts were outstanding under the Revolving Credit Facility.

The obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the assets of SSE Holdings and the guarantors. The obligations under the Revolving Credit Facility are guaranteed by each of SSE Holdings' direct and indirect subsidiaries, with certain exceptions. The Revolving Credit Facility requires the Company to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, as well as other customary affirmative and negative covenants. As of September 24, 2025, the Company was in compliance with all covenants.

The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15,000. As of September 24, 2025 and December 25, 2024, the Company had outstanding letters of credit of $3,894 in connection with the Revolving Credit Facility.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			Classification						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Interest expense on Revolving Credit Facility			Interest expense						$	14					$	17					$	47					$	51

			Classification						September 24 2025						December 25 2024
Unamortized deferred financing costs on Revolving Credit Facility			Other assets						$	21					$	23

NOTE 7: LEASES

A summary of operating and finance right-of-use assets and lease liabilities were as follows:

			Classification			September 24 2025						December 25 2024
Operating leases			Operating lease assets			$	468,087					$	424,611
Finance leases			Property and equipment, net			15,046						12,225
Total right-of-use assets						$	483,133					$	436,836
Operating leases:
			Operating lease liabilities, current			$	60,671					$	55,739
			Long-term operating lease liabilities			540,248						494,499
Finance leases:
			Other current liabilities			5,603						4,086
			Other long-term liabilities			10,051						8,616
Total lease liabilities						$	616,573					$	562,940

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The components of lease expense were as follows:

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						Classification			September 24 2025						September 25 2024						September 24 2025						September 25 2024
Operating lease cost						Occupancy and related expenses Pre-opening costs General and administrative expenses			$	22,239					$	19,829					$	64,489					$	57,484
Finance lease cost:
			Amortization of right-of-use assets			Depreciation and amortization expense			1,430						1,051						4,181						3,094
			Interest on lease liabilities			Interest expense			227						191						693						578
Variable lease cost						Occupancy and related expenses Pre-opening costs General and administrative expenses			6,517						5,355						18,052						16,084
Short-term lease cost						Occupancy and related expenses			171						213						481						619
Total lease cost									$	30,584					$	26,639					$	87,896					$	77,859

As of September 24, 2025, future minimum lease payments for operating and finance leases consisted of the following:

			Operating Leases						Finance Leases
2025(1)			$	9,514					$	1,641
2026			94,136						6,181
2027			99,541						5,579
2028			95,603						2,896
2029			89,433						429
Thereafter			382,135						253
Total minimum payments			770,362						16,979
Less: imputed interest			186,366						1,325
Total lease liabilities			$	583,996					$	15,654

(1)Operating leases are net of certain tenant allowance receivables that were reclassified to Other current assets as of September 24, 2025.

As of September 24, 2025, the Company had additional operating lease commitments of $237,813 for non-cancelable leases without a possession date, which commence in 2025 or later. The terms of these lease commitments are materially consistent with leases recognized on the Condensed Consolidated Balance Sheets.

A summary of lease terms and discount rates for operating and finance leases were as follows:

						September 24 2025						December 25 2024
Weighted average remaining lease term (years):
			Operating leases			8.6						8.7
			Finance leases			2.9						3.3
Weighted average discount rate:
			Operating leases			6.3		%				6.2		%
			Finance leases			5.9		%				6.1		%

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Supplemental cash flow information related to leases was as follows:

									Thirty-Nine Weeks Ended
									September 24 2025						September 25 2024
Cash paid for amounts included in the measurement of lease liabilities:
			Operating cash flows from operating leases						$	75,776					$	61,208
			Operating cash flows from finance leases						693						578
			Financing cash flows from finance leases						4,013						2,921
Right-of-use assets obtained in exchange for lease obligations:
			Operating leases						82,119						67,115
			Finance leases						7,943						3,610

NOTE 8: NON-CONTROLLING INTERESTS

Shake Shack is the primary beneficiary and sole managing member of SSE Holdings and, as a result, consolidates the financial results of SSE Holdings. The Company reports a non-controlling interest representing the economic interest held by the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement, as further amended, (the "LLC Agreement") of SSE Holdings provides that holders of SSE Holdings, LLC membership interests ("LLC Interests") may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of LLC Interests, increasing the total ownership interest in SSE Holdings. Changes in the ownership interest in SSE Holdings while the Company retains its controlling interest in SSE Holdings will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Interests in SSE Holdings by the other members of SSE Holdings will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

The following table summarizes the ownership interest in SSE Holdings:

			September 24, 2025												December 25, 2024
			LLC Interests						Ownership %						LLC Interests						Ownership %
Number of LLC Interests held by Shake Shack Inc.			40,253,444						94.3		%				40,068,068						94.2		%
Number of LLC Interests held by non-controlling interest holders			2,434,789						5.7		%				2,455,713						5.8		%
Total LLC Interests outstanding			42,688,233						100.0		%				42,523,781						100.0		%

The weighted average ownership percentages for the applicable reporting periods are used to attribute Net income (loss) and Other comprehensive income (loss) to the non-controlling interest holders and were as follows:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Non-controlling interest holders' weighted average ownership percentages						5.7		%				5.8		%				5.7		%				6.3		%

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The following table summarizes the effects of changes in ownership of SSE Holdings on the Company's equity:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Net income (loss) attributable to Shake Shack Inc.						$	12,501					$	(10,211)					$	33,894					$	1,497
Other comprehensive income:
			Unrealized holding gain on foreign currency translation adjustment			3						2						—						1
Transfers (to) from non-controlling interests:
			Increase (decrease) in additional paid-in capital as a result of the redemption of LLC Interests			28						302						(271)						3,541
			Decrease in additional paid-in capital as a result of activity under stock compensation plan			(1,459)						(213)						(10,950)						(6,110)
Total effect of changes in ownership interest on equity (loss) attributable to Shake Shack Inc.						$	11,073					$	(10,120)					$	22,673					$	(1,071)

The following table summarizes the LLC Interests activity:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
LLC Interests activity under the Company's stock compensation plan:
			Number of LLC Interests received by Shake Shack Inc.			4,463						28,338						164,452						174,419
Redemption and acquisition of LLC Interests:
			Number of LLC Interests redeemed by non-controlling interest holders			5,000						31,778						20,924						378,355
			Number of LLC Interests received by Shake Shack Inc.			5,000						31,778						20,924						378,355
Issuance of Class A common stock:
			Shares of Class A common stock issued in connection with redemptions of LLC Interests			5,000						31,778						20,924						378,355
Cancellation of Class B common stock:
			Shares of Class B common stock surrendered and canceled			5,000						31,778						20,924						378,355

NOTE 9: EQUITY-BASED COMPENSATION

A summary of equity-based compensation expense by award type was as follows:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Performance stock units						$	729					$	989					$	3,267					$	1,267
Restricted stock units						3,694						3,169						10,906						10,272
Equity-based compensation expense						$	4,423					$	4,158					$	14,173					$	11,539
Total income tax benefit recognized related to equity-based compensation						$	134					$	102					$	347					$	319

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Equity-based compensation expense recognized was as follows:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
General and administrative expenses						$	3,899					$	3,726					$	12,667					$	10,359
Labor and related expenses						524						432						1,506						1,180
Equity-based compensation expense						$	4,423					$	4,158					$	14,173					$	11,539

NOTE 10: INCOME TAXES

Shake Shack is the sole managing member of SSE Holdings, which is classified as a partnership for U.S federal and most applicable state and local income tax purposes. As the managing member, the Company consolidates SSE Holdings financial results. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Instead, any taxable income or loss generated by SSE Holdings is allocated to its members, including the Company, on a pro rata basis. The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of taxable income or loss from SSE Holdings, as well as any stand-alone income or loss generated by Shake Shack Inc. The Company is also subject to withholding taxes in foreign jurisdictions.

Effective Income Tax Rates

The following table presents the Company’s effective income tax rates:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Effective income tax rates						35.2		%				25.9		%				28.1		%				(13.9)		%

The increase in the effective income tax rate for the thirteen weeks ended September 24, 2025 was primarily driven by higher state income tax expense and the remeasurement of deferred tax assets.

The increase in the effective income tax rate for the thirty-nine weeks ended September 24, 2025 was primarily driven by the remeasurement of deferred tax assets and a reduced benefit compared to the prior year from the mix of tax benefits relative to lower pretax income.

The Company's weighted average ownership interest in SSE Holdings was as follows:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Shake Shack's weighted average ownership percentages						94.3		%				94.2		%				94.3		%				93.7		%

Deferred Tax Assets and Liabilities

The Company acquires LLC Interests in connection with the redemption of LLC Interests and activity relating to its stock compensation plan and recognizes deferred tax assets associated with the basis difference in its investment in SSE Holdings upon acquisition of these LLC Interests.

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The following table summarizes the LLC Interests acquired by the Company:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
LLC Interests activity under the Company's stock compensation plan						4,463						28,338						164,452						174,419
LLC Interests activity from redemptions of LLC Interests						5,000						31,778						20,924						378,355
Total LLC Interests acquired by the Company						9,463						60,116						185,376						552,774

Deferred tax assets related to the basis difference in the Company's investment in SSE Holdings were as follows:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Deferred tax assets recognized upon acquisition of LLC Interests						$	(495)					$	284					$	2,322					$	10,861

						September 24 2025						December 25 2024
Total deferred tax assets related to the acquisition of LLC Interests						$	100,080					$	89,397

The Company also recognizes deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. Refer to "Tax Receivable Agreement," herein for additional information.

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Deferred tax assets recognized under the Tax Receivable Agreement						$	50					$	225					$	218					$	3,288

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of September 24, 2025, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred tax assets (except for those deferred tax assets relating to certain state tax credits and net operating losses) are more likely than not to be realized. As such, no additional valuation allowance was recognized.

Tax Receivable Agreement

On February 4, 2015, the Company entered into a tax receivable agreement with certain then-existing non-controlling members of SSE Holdings (the "Tax Receivable Agreement"). This agreement obligates the Company to pay the non-controlling interest holders 85% of any tax benefits that the Company may actually realize, or be deemed to realize, from (i) increases in the Company's share of the tax basis of SSE Holdings due to redemptions or exchanges of LLC Interests, (ii) tax basis increases resulting from payments made under the Tax Receivable Agreement, and (iii) deductions from imputed interest under the agreement (the "TRA Payments"). The Company expects to benefit from the remaining 15% of any realized tax benefits. The TRA Payments are not conditioned upon any continued ownership interest in SSE Holdings or us. Additionally, the rights of each non-controlling interest holder under the Tax Receivable Agreement, are assignable to transferees of its LLC Interests.

Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of SSE Holdings when LLC Interests are redeemed or exchanged by the other members of SSE Holdings. The Company plans to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. The Company intends to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

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There were no transactions subject to the Tax Receivable Agreement for which the Company did not recognize the related liability, as the Company concluded that it would have sufficient future taxable income to utilize all of the related tax benefits generated by all transactions that occurred during the thirty-nine weeks ended September 24, 2025 and September 25, 2024.

A summary of obligations and payments made under the Tax Receivable Agreement were as follows:

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Amounts paid under the Tax Receivable Agreement						$	13					$	—					$	37					$	—

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Additional liabilities recognized under the Tax Receivable Agreement						$	201					$	946					$	809					$	12,211

						September 24 2025						December 25 2024
Total obligations under the Tax Receivable Agreement						$	248,506					$	247,734

New Tax Legislation

On July 4, 2025, An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14 (the “Act”), commonly referred to as the One Big Beautiful Bill Act was enacted into law. The Act includes multiple effective dates, with certain provisions effective beginning in 2025 and others phased in through 2027. Key changes under the Act include the acceleration of tax deductions for domestic research expenditures and qualified property, as well as modifications to the limitations on the deductibility of net interest expense. The new legislation did not have a material impact on the Company's results for the thirteen and thirty-nine weeks ended September 24, 2025, and the Company continues to evaluate the potential impact of the Act on our Condensed Consolidated Financial Statements.

NOTE 11: EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share of Class A common stock is computed by dividing Net income (loss) attributable to Shake Shack Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock is computed by dividing Net income (loss) attributable to Shake Shack Inc. by the weighted average number of shares of Class A common stock outstanding, adjusted to give effect to potentially dilutive securities.

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The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock (in thousands, except per share amounts):

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Numerator:
			Net income (loss) attributable to Shake Shack Inc.—basic						$	12,501					$	(10,211)					$	33,894					$	1,497
			Reallocation of net income (loss) attributable to non-controlling interests from the assumed conversion of Class B shares						—						—						—						(10)
			Net income (loss) attributable to Shake Shack Inc.—diluted						$	12,501					$	(10,211)					$	33,894					$	1,487
Denominator:
			Weighted average shares of Class A common stock outstanding—basic						40,250						40,010						40,199						39,758
			Effect of dilutive securities:
						Stock options			2						—						2						62
						Performance stock units			19						—						41						47
						Restricted stock units			136						—						143						166
						Convertible Notes			1,467						—						1,467						1,467
						Shares of Class B common stock			—						—						—						2,663
			Weighted average shares of Class A common stock outstanding—diluted						41,874						40,010						41,852						44,163
Earnings (loss) per share of Class A common stock—basic									$	0.31					$	(0.26)					$	0.84					$	0.04
Earnings (loss) per share of Class A common stock—diluted									$	0.30					$	(0.26)					$	0.81					$	0.03

The effect of potential share settlement of the Convertible Notes outstanding for the period is included as potentially dilutive shares of Class A common stock under application of the if-converted method in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive. Refer to Note 6, Debt, for additional information.

Shares of Class B common stock do not share in the earnings or losses of Shake Shack and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of Class B common stock under the two-class method has not been presented. However, shares of Class B common stock outstanding for the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive.

The following table presents potentially dilutive securities excluded from the computations of diluted earnings (loss) per share of Class A common stock:

			Thirteen Weeks Ended															Thirty-Nine Weeks Ended
			September 24 2025						September 25 2024									September 24 2025						September 25 2024
Stock options			—						52,050			(2)						—						—
Performance stock units			119,101			(1)			86,313			(2)						119,101			(1)			85,440			(1)
Restricted stock units			—						139,742			(2)						—						—
Shares of Class B common stock			2,434,789			(2)			2,465,936			(2)						2,434,789			(2)			—
Convertible notes			—						1,466,975			(2)						—						—

(1)Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period.

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(2)Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive.

NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION

The following table sets forth supplemental cash flow information:

						Thirty-Nine Weeks Ended
						September 24 2025						September 25 2024
Cash paid for:
			Income taxes, net of refunds			$	4,120					$	5,508
			Interest, net of amounts capitalized			629						724
Non-cash investing activities:
			Accrued purchases of property and equipment			31,227						23,493
			Capitalized equity-based compensation			155						165
Non-cash financing activities:
			Establishment of liabilities under Tax Receivable Agreement			809						12,211

NOTE 13: COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company is obligated under various operating leases for Shacks and Shack Support Centers expiring in various years through 2045. Under certain of these leases, the Company is liable for contingent rent based on a percentage of sales in excess of specified thresholds and typically responsible for its proportionate share of real estate taxes, common area maintenance costs and other occupancy costs.

Certain leases require the Company to obtain letters of credit. As of September 24, 2025, the Company held three letters of credit totaling $695.

Purchase Commitments

Purchase obligations include legally binding contracts, including commitments for the purchase, construction or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. These obligations are generally short-term in nature and are recorded as liabilities when the related goods are received or services rendered. The Company also enters into long-term, exclusive contracts with certain vendors to supply food, beverages and paper goods, obligating the Company to purchase specified quantities.

Legal Contingencies

The Company is subject to various legal proceedings, claims and liabilities, involving employees and guests alike, which arise in the ordinary course of business and are generally covered by insurance. As of September 24, 2025, the amount of the ultimate liability with respect to these matters was not material.

Liabilities under Tax Receivable Agreement

The Company is a party to the Tax Receivable Agreement under which it is contractually committed to pay certain of the members of SSE Holdings 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions. The Company is not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with the transactions that gave rise to the payments are realized. Amounts payable

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under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then it would not be required to make the related TRA Payments. The Company recognizes liabilities relating to the obligations under the Tax Receivable Agreement if concluding that it is probable that it would have sufficient future taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. Refer to Note 10, Income Taxes, for additional information relating to the Tax Receivable Agreement.

NOTE 14: RELATED PARTY TRANSACTIONS

Madison Square Park Conservancy

The Chairman of the Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which Shake Shack has a license agreement and pays license fees to operate the Madison Square Park Shack. No amounts were due to MSP Conservancy as of September 24, 2025 and December 25, 2024.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			Classification						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Amounts paid to MSP Conservancy			Occupancy and related expenses Other operating expenses						$	233					$	249					$	709					$	707

Olo, Inc.

The Chairman of the Board of Directors served as a director of Olo, Inc., a platform the Company uses in connection with its mobile ordering application through September 2025.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			Classification						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Amounts paid to Olo, Inc.			Other operating expenses						$	319					$	301					$	799					$	615

			Classification						September 24 2025						December 25 2024
Amounts due to Olo, Inc.			Accounts payable Accrued expenses						$	319					$	227

Tax Receivable Agreement

The Company entered into a Tax Receivable Agreement that provides for the payment by the Company of 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions. Refer to Note 10, Income Taxes, for additional information.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			Classification						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Amounts paid under the Tax Receivable Agreement			Other current liabilities						$	13					$	—					$	37					$	—

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			Classification						September 24 2025						December 25 2024
Amounts due under the Tax Receivable Agreement			Other current liabilities Liabilities under Tax Receivable Agreement, net of current portion						$	248,506					$	247,734

Distributions to Members of SSE Holdings

Under the terms of the SSE Holdings LLC Agreement, SSE Holdings is obligated to make tax distributions to its members. No tax distributions were payable to non-controlling interest holders as of September 24, 2025 and December 25, 2024.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			Classification						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Amounts paid to non-controlling interest holders			Non-controlling interests						$	901					$	63					$	1,758					$	208

NOTE 15: SEGMENT REPORTING

Shake Shack operates and licenses Shake Shack restaurants, which serve burgers, chicken, hot dogs, crinkle cut fries, shakes, frozen custard, beer, wine and more. The Company operates Shacks in the United States and has both domestic and international licensed Shacks.

The chief operating decision maker (the "CODM") is the Chief Executive Officer. The Company determined it has one operating segment and one reportable segment, as the CODM regularly reviews Shack operations and financial performance at a consolidated level. The CODM also allocates resources at a consolidated level.

The CODM uses net income to allocate resources (including labor, technology, and capital resources) for the single segment to make decisions regarding annual budget, new Shack openings, entering new geographic markets, landlord and vendor negotiations, marketing decisions, pursuing new business ventures, and driving the Company's mission.

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									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Segment revenue									$	367,411					$	316,924					$	1,044,775					$	923,924
Less:
			Food and paper costs						103,461						86,056						286,119						251,362
			Labor and related expenses						88,033						85,523						262,759						253,646
			Other operating expenses(1)						53,779						45,564						152,809						131,373
			Occupancy and related expenses						26,995						23,608						77,219						69,022
			General and administrative expenses						44,381						35,691						125,692						107,948
			Depreciation and amortization expense						27,079						25,722						80,167						76,659
			Pre-opening costs						4,625						3,662						12,798						10,429
			Impairments, loss on disposal of assets, and Shack closures						510						29,086						3,448						30,657
			Interest expense						504						498						1,615						1,533
			Income tax expense (benefit)						7,436						(3,873)						14,366						(182)
			Other income, net(2)						(3,103)						(3,504)						(8,924)						(10,010)
Segment income (loss)									13,711						(11,109)						36,707						1,487
Reconciliation of profit or loss:
			Adjustments and reconciling items						—						—						—						—
Consolidated net income (loss)									$	13,711					$	(11,109)					$	36,707					$	1,487
																					September 24 2025						December 25 2024
Total Assets																					$	1,827,185					$	1,696,971

(1)Other operating expenses consist of delivery commissions, Shack-level marketing expenses, repairs and maintenance, utilities, and other operating expenses incidental to operating our Company-operated Shacks, such as non-perishable supplies, credit card fees and property insurance.

(2)Other income, net includes net unrealized and realized gains and losses from marketable securities, dividend and interest income, and adjustments to liabilities under the Tax Receivable Agreement. Interest income was $32 and $120 for the thirteen and thirty-nine weeks ended September 24, 2025, respectively. Interest income was $57 and $724 for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This section and other parts of this Quarterly Report on Form 10-Q ("Form 10-Q") contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact are forward-looking statements including, but not limited to, statements about our growth, including our long-term growth goals, strategic priorities and initiatives, and liquidity. Forward-looking statements discuss our current expectations, targets and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "likely," "outlook," "potential," "preliminary," "project," "projection," "plan," "seek," "targets," "may," "could," "would," "will," "should," "can," "can have," the negatives thereof and other similar expressions.

Forward-looking statements reflect our current views with respect to future events and are based on certain assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from trends, plans, or expectations set forth in the forward-looking statement, as set forth in this Form 10-Q. All forward-looking statements are expressly qualified in

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their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024 ("2024 Form 10-K") and our other filings with the SEC.

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

The following discussion should be read in conjunction with our 2024 Form 10-K and the Condensed Consolidated Financial Statements and notes thereto included in Part I, Item 1 of this Form 10-Q. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years and the associated quarters, months and periods of those fiscal years.

OVERVIEW

Shake Shack serves modern, fun and elevated versions of American classics using only premium ingredients. We are known for our made-to-order 100% Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With our fine-dining roots and a commitment to crafting uplifting experiences, Shake Shack has become a cult-brand and created a new category, fine-casual.

Our purpose is to Stand For Something Good in all aspects of our business. Stand For Something Good is a call to action for all of our stakeholders — our team, guests, communities, suppliers and investors — and we actively invite them all to share in this philosophy with us. This commitment drives our integration into the local communities in which we operate and fosters a deep and lasting connection with our guests. We are committed to a positive social impact, creating an equitable and inclusive workplace and community and focusing on environmental sustainability.

The following definitions apply to these terms as used herein:

"Average weekly sales" is calculated by dividing total Shack sales by the number of operating weeks for all Shacks in operation during the period. For Shacks that are not open for the entire period, fractional adjustments are made to the number of operating weeks open such that it corresponds to the period of associated sales.

"Same-Shack sales" represents Shack sales for the comparable Shack base, which is defined as the number of Company-operated Shacks open for 24 full fiscal months or longer. For consecutive days that Shacks were temporarily closed, the comparative period was also adjusted.

“System-wide sales” is an operating measure and consists of sales from Company-operated Shacks and licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from licensed Shacks, as well as certain up-front fees, such as territory fees, opening fees, and termination fees.

Key Operating Metrics

Same-Shack sales for the thirteen weeks ended September 24, 2025 increased 4.9% compared to the same period last year, driven by a 3.6% increase in price mix and a 1.3% increase in guest traffic. Same-Shack sales for the thirty-nine weeks ended September 24, 2025 increased 2.4% compared to the same period last year, driven by a 3.6% increase in price mix, partially offset by a 1.2% decline in guest traffic. For the purpose of calculating same-Shack sales for the thirteen and thirty-nine weeks ended September 24, 2025, Shack sales for 268 Shacks were included in the comparable Shack base.

Average weekly sales were $78,000 for the thirteen weeks ended September 24, 2025, compared to $76,000 for the same period last year, primarily driven by higher menu prices and menu mix, partially offset by a decrease in items per check. Average weekly sales were $76,000 for the thirty-nine weeks ended September 24, 2025, compared to $75,000 for the same period last year, primarily driven by higher menu prices and the closure of nine underperforming Company-operated Shacks in the third quarter of fiscal 2024, partially offset by a decline in guest traffic.

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System-wide sales for the thirteen weeks ended September 24, 2025 increased 15.4% to $571.5 million compared to the same period last year. System-wide sales for the thirty-nine weeks ended September 24, 2025 increased 13.3% to $1,610.8 million compared to the same period last year.

Digital sales for the thirteen weeks ended September 24, 2025 increased 19.1% to $124.2 million compared to the same period last year. Digital sales for the thirty-nine weeks ended September 24, 2025 increased 16.7% to $364.7 million compared to the same period last year. Digital sales includes orders placed on the Shake Shack app, website and third-party delivery platforms, which represented 35.2% and 36.3%, respectively, of Shack sales during the thirteen and thirty-nine weeks ended September 24, 2025.

Development Highlights

During the thirteen weeks ended September 24, 2025, we opened 13 new Company-operated Shacks and seven new licensed Shacks.

The following table presents the Shacks opened during the thirteen weeks ended September 24, 2025:

Location

Type

Opening Date

Atlanta, GA — The Battery

Company-operated

6/28/2025

Reston, VA — Reston Town Center

Company-operated

7/15/2025

Tel Aviv, Israel — Port

Licensed

7/16/2025

New York, NY — Rockefeller Center

Company-operated

7/17/2025

Bangkok, Thailand — Suvarnabhumi Airport

Licensed

7/18/2025

Osaka, Japan — Rinku Premium Outlet

Licensed

7/21/2025

Barnstable, MA — Hyannis

Company-operated

7/29/2025

Irvine, CA — Tustin Market Place

Company-operated

8/7/2025

Selangor, Malaysia — Kuala Lumpur International Airport, Terminal 2

Licensed

8/8/2025

Orlando, FL — Waterford Lakes

Company-operated

8/12/2025

Bronx, NY — Broadway Plaza Riverdale

Company-operated

8/14/2025

Mississauga, Canada — Square One

Licensed

8/19/2025

Manila, Philippines — Green Hills

Licensed

9/1/2025

Narita, Japan — Narita Airport T1

Licensed

9/11/2025

Fairfax, VA — Kamp Washington

Company-operated

9/16/2025

Short Pump, VA — Short Pump

Company-operated

9/16/2025

Rochester, NY — Greece

Company-operated

9/17/2025

Jacksonville Beach, FL — South Beach Regional

Company-operated

9/23/2025

Merriam, KS — Merriam Grand Station

Company-operated

9/23/2025

Sunnyside, NY — Sunnyside

Company-operated

9/24/2025

As of September 24, 2025, there were 630 Shacks in operation system wide, of which 359 were Company-operated Shacks and 271 were licensed Shacks.

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RESULTS OF OPERATIONS

The following table summarizes our results of operations for the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024:

						Thirteen Weeks Ended																		Thirty-Nine Weeks Ended
(dollar amounts in thousands)						September 24 2025									September 25 2024									September 24 2025									September 25 2024
Shack sales						$	352,846		96.0		%				$	304,897		96.2		%				$	1,005,908		96.3		%				$	890,929		96.4		%
Licensing revenue						14,565			4.0		%				12,027			3.8		%				38,867			3.7		%				32,995			3.6		%
TOTAL REVENUE						367,411			100.0		%				316,924			100.0		%				1,044,775			100.0		%				923,924			100.0		%
Shack-level operating expenses(1):
			Food and paper costs			103,461			29.3		%				86,056			28.2		%				286,119			28.4		%				251,362			28.2		%
			Labor and related expenses			88,033			24.9		%				85,523			28.0		%				262,759			26.1		%				253,646			28.5		%
			Other operating expenses			53,779			15.2		%				45,564			14.9		%				152,809			15.2		%				131,373			14.7		%
			Occupancy and related expenses			26,995			7.7		%				23,608			7.7		%				77,219			7.7		%				69,022			7.7		%
General and administrative expenses						44,381			12.1		%				35,691			11.3		%				125,692			12.0		%				107,948			11.7		%
Depreciation and amortization expense						27,079			7.4		%				25,722			8.1		%				80,167			7.7		%				76,659			8.3		%
Pre-opening costs						4,625			1.3		%				3,662			1.2		%				12,798			1.2		%				10,429			1.1		%
Impairments, loss on disposal of assets, and Shack closures						510			0.1		%				29,086			9.2		%				3,448			0.3		%				30,657			3.3		%
TOTAL EXPENSES						348,863			95.0		%				334,912			105.7		%				1,001,011			95.8		%				931,096			100.8		%
INCOME (LOSS) FROM OPERATIONS						18,548			5.0		%				(17,988)			(5.7)		%				43,764			4.2		%				(7,172)			(0.8)		%
Other income, net						3,103			0.8		%				3,504			1.1		%				8,924			0.9		%				10,010			1.1		%
Interest expense						(504)			(0.1)		%				(498)			(0.2)		%				(1,615)			(0.2)		%				(1,533)			(0.2)		%
INCOME (LOSS) BEFORE INCOME TAXES						21,147			5.8		%				(14,982)			(4.7)		%				51,073			4.9		%				1,305			0.1		%
Income tax expense (benefit)						7,436			2.0		%				(3,873)			(1.2)		%				14,366			1.4		%				(182)			—		%
NET INCOME (LOSS)						13,711			3.7		%				(11,109)			(3.5)		%				36,707			3.5		%				1,487			0.2		%
Less: Net income (loss) attributable to non-controlling interests						1,210			0.3		%				(898)			(0.3)		%				2,813			0.3		%				(10)			—		%
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.						$	12,501		3.4		%				$	(10,211)		(3.2)		%				$	33,894		3.2		%				$	1,497		0.2		%

(1)As a percentage of Shack sales.

Shack Sales

Shack sales represent the aggregate sales of food, beverages and Shake Shack branded merchandise at our Company-operated Shacks and gift card breakage income. Shack sales in any period are directly influenced by the number of operating weeks in such period and the total number of open Shacks.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Shack sales									$	352,846					$	304,897					$	1,005,908					$	890,929
			Percentage of Total revenue						96.0		%				96.2		%				96.3		%				96.4		%
			Dollar change compared to prior year						$	47,949											$	114,979
			Percentage change compared to prior year						15.7		%										12.9		%

Shack sales for the thirteen weeks ended September 24, 2025 increased 15.7% to $352.8 million versus the same period last year. The increase was primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and

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September 24, 2025, which contributed $36.1 million, as well as increased menu prices, partially offset by a decline in items per check and the impact from the closure of nine Company-operated Shacks in fiscal 2024.

Shack sales for the thirty-nine weeks ended September 24, 2025 increased 12.9% to $1,005.9 million versus the same period last year. The increase was primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, which contributed $80.5 million, as well as increased menu prices, partially offset by the impact from the closure of nine Company-operated Shacks in fiscal 2024.

Licensing Revenue

Licensing revenue is comprised of license fees and opening fees, territory fees, and termination fees for certain licensed Shacks. License fees are calculated as a percentage of sales and territory fees are payments for the exclusive right to develop Shacks in a specific geographic area.     

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Licensing revenue									$	14,565					$	12,027					$	38,867					$	32,995
			Percentage of Total revenue						4.0		%				3.8		%				3.7		%				3.6		%
			Dollar change compared to prior year						$	2,538											$	5,872
			Percentage change compared to prior year						21.1		%										17.8		%

Licensing revenue for the thirteen weeks ended September 24, 2025 increased 21.1% to $14.6 million versus the same period last year. Licensing revenue for the thirty-nine weeks ended September 24, 2025 increased 17.8% to $38.9 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 29 net new licensed Shacks between September 25, 2024 and September 24, 2025, which contributed $1.4 million and $2.7 million, respectively, as well as revenue recognized from the contract termination of a licensed partner and higher sales at existing domestic licensed Shacks and from our partnership with Delta Air Lines.

Food and Paper Costs

Food and paper costs include the direct costs associated with food, beverage and packaging of our menu items. The components of Food and paper costs are variable by nature, change with sales volume, and are impacted by menu mix, channel mix and fluctuations in commodity costs, as well as geographic scale and proximity.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Food and paper costs									$	103,461					$	86,056					$	286,119					$	251,362
			Percentage of Shack sales						29.3		%				28.2		%				28.4		%				28.2		%
			Dollar change compared to prior year						$	17,405											$	34,757
			Percentage change compared to prior year						20.2		%										13.8		%

Food and paper costs for the thirteen weeks ended September 24, 2025 increased 20.2% to $103.5 million versus the same period last year. Food and paper costs for the thirty-nine weeks ended September 24, 2025 increased 13.8% to $286.1 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, which contributed approximately $10.9 million and $23.8 million, respectively, partially offset by the closure of nine Company-operated Shacks in fiscal 2024.

As a percentage of Shack sales, the increase in Food and paper costs for the thirteen weeks ended September 24, 2025 was primarily driven by increased commodity costs, mainly beef, and unfavorable menu mix, partially offset by increased menu prices. As a percentage of Shack sales, the increase in Food and paper costs for the thirty-nine weeks ended September 24, 2025 was primarily driven by unfavorable menu mix and increased commodity costs, mainly beef, partially offset by increased menu prices.

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Labor and Related Expenses

Labor and related expenses include Company-operated Shack-level hourly and management wages, bonuses, payroll taxes, equity-based compensation, workers' compensation expense and medical benefits. As we expect with other variable expense items, labor costs should grow as our Shack sales grow. Factors that influence labor costs include minimum wage and payroll tax legislation, health care costs, size and location of the Shack and the performance of our Company-operated Shacks.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Labor and related expenses									$	88,033					$	85,523					$	262,759					$	253,646
			Percentage of Shack sales						24.9		%				28.0		%				26.1		%				28.5		%
			Dollar change compared to prior year						$	2,510											$	9,113
			Percentage change compared to prior year						2.9		%										3.6		%

Labor and related expenses for the thirteen weeks ended September 24, 2025 increased 2.9% to $88.0 million versus the same period last year. Labor and related expenses for the thirty-nine weeks ended September 24, 2025 increased 3.6% to $262.8 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by labor efficiencies and the closure of nine Company-operated Shacks in fiscal 2024.

As a percentage of Shack sales, the decreases in Labor and related expenses for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to labor efficiencies, partially offset by increased wages and incremental expenses from the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025.

Other Operating Expenses

Other operating expenses consist of delivery commissions, Shack-level marketing expenses, repairs and maintenance, utilities and other operating expenses incidental to operating our Company-operated Shacks, such as non-perishable supplies, credit card fees and property insurance.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Other operating expenses									$	53,779					$	45,564					$	152,809					$	131,373
			Percentage of Shack sales						15.2		%				14.9		%				15.2		%				14.7		%
			Dollar change compared to prior year						$	8,215											$	21,436
			Percentage change compared to prior year						18.0		%										16.3		%

Other operating expenses for the thirteen weeks ended September 24, 2025 increased 18.0% to $53.8 million versus the same period last year. Other operating expenses for the thirty-nine weeks ended September 24, 2025 increased 16.3% to $152.8 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to increased transaction costs, mainly delivery commission, associated with higher sales, as well as increased facilities costs and marketing spend.

As a percentage of Shack sales, the increase in Other operating expenses for the thirteen weeks ended September 24, 2025 was primarily due to increased delivery commission associated with the growth in our digital business and increased professional services, partially offset by sales leverage. As a percentage of Shack sales, the increase in Other operating expenses for the thirty-nine weeks ended September 24, 2025 September 24, 2025 was primarily due to increased delivery commission associated with the growth in our digital business and increased marketing spend, partially offset by sales leverage.

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Occupancy and Related Expenses

Occupancy and related expenses consist of Shack-level occupancy expenses (including rent, common area expenses and certain local taxes), and exclude occupancy expenses associated with unopened Shacks, which are recorded separately in Pre-opening costs.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Occupancy and related expenses									$	26,995					$	23,608					$	77,219					$	69,022
			Percentage of Shack sales						7.7		%				7.7		%				7.7		%				7.7		%
			Dollar change compared to prior year						$	3,387											$	8,197
			Percentage change compared to prior year						14.3		%										11.9		%

Occupancy and related expenses for the thirteen weeks ended September 24, 2025 increased 14.3% to $27.0 million versus the same period last year. Occupancy and related expenses for the thirty-nine weeks ended September 24, 2025 increased 11.9% to $77.2 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, which contributed approximately $2.6 million and $5.4 million, respectively, partially offset by the closure of nine Company-operated Shacks in fiscal 2024.

As a percentage of Shack sales, Occupancy and related expenses were flat for the thirteen and thirty-nine weeks ended September 24, 2025.

General and Administrative Expenses

General and administrative expenses consist of costs associated with corporate and administrative functions that support Shack development and operations, as well as equity-based compensation expense.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
General and administrative expenses									$	44,381					$	35,691					$	125,692					$	107,948
			Percentage of Total revenue						12.1		%				11.3		%				12.0		%				11.7		%
			Dollar change compared to prior year						$	8,690											$	17,744
			Percentage change compared to prior year						24.3		%										16.4		%

General and administrative expenses for the thirteen weeks ended September 24, 2025 increased 24.3% to $44.4 million versus the same period last year. The increase was primarily due to increased investments in marketing as well as increased wages and other team costs to support our Shack growth, partially offset by the absence of professional fees related to non-recurring matters compared to the prior year period. As a percentage of Total revenue, the increase in General and administrative expenses for the thirteen weeks ended September 24, 2025 was primarily due to the aforementioned items.

General and administrative expenses for the thirty-nine weeks ended September 24, 2025 increased 16.4% to $125.7 million versus the same period last year. The increase was primarily due to increased investments in marketing as well as increased wages and other team costs to support our Shack growth, partially offset by a decrease in professional fees related to non-recurring matters and costs associated with the restatement of prior periods included in the fiscal 2023 Form 10-K. As a percentage of Total revenue, the increase in General and administrative expenses for the thirty-nine weeks ended September 24, 2025 was primarily due to the aforementioned items.

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Depreciation and Amortization Expense

Depreciation and amortization expense primarily consists of the depreciation of fixed assets, including leasehold improvements and equipment.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Depreciation and amortization expense									$	27,079					$	25,722					$	80,167					$	76,659
			Percentage of Total revenue						7.4		%				8.1		%				7.7		%				8.3		%
			Dollar change compared to prior year						$	1,357											$	3,508
			Percentage change compared to prior year						5.3		%										4.6		%

Depreciation and amortization expense for the thirteen weeks ended September 24, 2025 increased 5.3% to $27.1 million versus the same period last year. Depreciation and amortization expense for the thirty-nine weeks ended September 24, 2025 increased 4.6% to $80.2 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to incremental depreciation of capital expenditures related to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by a reduction in depreciation expense due to fully depreciated technology projects and assets compared to the prior year period and the closure of nine Company-operated Shacks in fiscal 2024.

Pre-Opening Costs

Pre-opening costs consist primarily of occupancy, manager and team member wages, cookware, travel and lodging costs for our opening training team and other supporting team members, marketing expenses, legal fees and inventory costs incurred prior to the opening of a Company-operated Shack. All such costs incurred prior to the opening of a Company-operated Shack are expensed in the period in which the expense was incurred. Pre-opening costs can fluctuate significantly from period to period, based on the number and timing of Company-operated Shack openings and the specific pre-opening costs incurred for each Company-operated Shack. Additionally, Company-operated Shack openings in new geographic markets may initially experience higher pre-opening costs than our established geographic markets, such as the New York City metropolitan area, where we have greater economies of scale and incur lower travel and lodging costs for our training team.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Pre-opening costs									$	4,625					$	3,662					$	12,798					$	10,429
			Percentage of Total revenue						1.3		%				1.2		%				1.2		%				1.1		%
			Dollar change compared to prior year						$	963											$	2,369
			Percentage change compared to prior year						26.3		%										22.7		%

Pre-opening costs for the thirteen weeks ended September 24, 2025 increased 26.3% to $4.6 million versus the same period last year. The increase was primarily due to increased wages and team costs for our Shack teams related to the timing of Shack openings throughout the year and increased legal costs to support our larger development pipeline.

Pre-opening costs for the thirty-nine weeks ended September 24, 2025 increased 22.7% to $12.8 million versus the same period last year. The increase was primarily due to increased legal costs to support our development pipeline, increased wages and team costs for our Shack teams related to the timing of Shack openings throughout the year.

Impairments, loss on disposal of assets, and Shack closures

Impairments, loss on disposal of assets, and Shack closures primarily consists of the net book value of assets that have been retired which primarily consists of furniture, equipment and fixtures that were replaced in the normal course of business; impairment charges related to our long-lived assets, which includes property and equipment, as well as operating and finance lease assets; and miscellaneous Shack closure expenses, including employee-related costs, cleaning, and sign removal costs.

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									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Impairments, loss on disposal of assets, and Shack closures									$	510					$	29,086					$	3,448					$	30,657
			Percentage of Total revenue						0.1		%				9.2		%				0.3		%				3.3		%
			Dollar change compared to prior year						$	(28,576)											$	(27,209)

Impairments, loss on disposal of assets, and Shack closures for the thirteen and thirty-nine weeks ended September 24, 2025 decreased to $0.5 million and $3.4 million, respectively versus the same periods last year. The decreases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to non-cash impairment charges and miscellaneous Shack closure expense of $28.2 million during the thirteen and thirty-nine weeks ended 2024, related to the closure of nine Company-operated Shacks in August 2024.

Other Income, Net

Other income, net consists primarily of interest income, adjustments to liabilities under the Tax Receivable Agreement, dividend income and net unrealized and realized gains and losses from marketable securities.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Other income, net									$	3,103					$	3,504					$	8,924					$	10,010
			Percentage of Total revenue						0.8		%				1.1		%				0.9		%				1.1		%
			Dollar change compared to prior year						$	(401)											$	(1,086)
			Percentage change compared to prior year						(11.4)		%										(10.8)		%

Other income, net for the thirteen weeks ended September 24, 2025 decreased to $3.1 million versus the same period last year. The decrease was primarily due to lower interest rates on cash equivalents, partially offset by a higher cash equivalents balance compared to the prior year period.

Other income, net for the thirty-nine weeks ended September 24, 2025 decreased to $8.9 million versus the same period last year. The decrease was primarily due to a change from investments in the prior year to cash equivalents in the current year and lower interest rates on cash equivalents.

Interest Expense

Interest expense generally consists of interest on the current portion of our liabilities under the Tax Receivable Agreement, imputed interest related to our financing equipment leases, amortization of deferred financing costs, interest and fees on our Revolving Credit Facility and amortization of debt issuance costs.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Interest expense									$	(504)					$	(498)					$	(1,615)					$	(1,533)
			Percentage of Total revenue						(0.1)		%				(0.2)		%				(0.2)		%				(0.2)		%
			Dollar change compared to prior year						$	(6)											$	(82)
			Percentage change compared to prior year						1.2		%										5.3		%

Interest expense for the thirteen weeks ended September 24, 2025 increased 1.2% to $0.5 million versus the same period last year. Interest expense for the thirty-nine weeks ended September 24, 2025 increased 5.3% to $1.6 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to increased finance lease charges from the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by a decrease in various sales tax audit assessment charges compared to the prior year period.

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Income Tax Expense (Benefit)

We are the sole managing member of SSE Holdings and, as a result, consolidate the financial results of SSE Holdings. For U.S. federal and certain state and local tax purposes, SSE Holdings is classified as a partnership. Consequently, any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. As a result, the Company is subject to U.S. federal income taxes, along with applicable state and local taxes on its allocable share of any taxable income or loss of SSE Holdings. Additionally, the Company is taxed on any standalone income or loss generated by Shake Shack, Inc. The Company is also subject to withholding taxes in certain foreign jurisdictions.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Income tax expense (benefit)									$	7,436					$	(3,873)					$	14,366					$	(182)
			Percentage of Total revenue						2.0		%				(1.2)		%				1.4		%				—		%
			Dollar change compared to prior year						$	11,309											$	14,548
			Percentage change compared to prior year						(292.0)		%										(7,993.4)		%

Our effective income tax rates for the thirteen weeks ended September 24, 2025 and September 25, 2024 were 35.2% and 25.9%, respectively. The increase for the thirteen weeks ended September 24, 2025 was primarily driven by higher state income tax expense and the remeasurement of deferred tax assets, which contributed to a higher effective rate compared to the same period last year.

Our effective income tax rates for the thirty-nine weeks ended September 24, 2025 and September 25, 2024 were 28.1% and (13.9)%, respectively. The increase for the thirty-nine weeks ended September 24, 2025 was primarily driven by the remeasurement of deferred tax assets and a reduced benefit compared to the prior year, from the mix of tax benefits relative to lower pretax income.

The Company's ownership interest in SSE Holdings is directly related to its share of the taxable income of SSE Holdings. Our weighted average ownership interest in SSE Holdings was 94.3% and 94.2%, respectively, for the thirteen weeks ended September 24, 2025 and September 25, 2024, and 94.3% and 93.7%, respectively, for the thirty-nine weeks ended September 24, 2025 and September 25, 2024. These increases in the Company's ownership interest in SSE Holdings LLC increased its share of the taxable income of SSE Holdings.

Net Income (Loss) Attributable to Non-controlling Interests

We are the sole managing member of SSE Holdings and have the sole voting power in, and control the management of, SSE Holdings. Accordingly, we consolidate the financial results of SSE Holdings and report a non-controlling interest on our Condensed Consolidated Statements of Income (Loss), representing the portion of net income (loss) attributable to the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to Shake Shack Inc. and the non-controlling interest holders.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Net income (loss) attributable to non-controlling interests									$	1,210					$	(898)					$	2,813					$	(10)
			Percentage of Total revenue						0.3		%				(0.3)		%				0.3		%				—		%

Net income (loss) attributable to non-controlling interests for the thirteen and thirty-nine weeks ended September 24, 2025 increased to $1.2 million and $2.8 million, respectively versus the same periods last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to increased net results compared to the same periods last year, partially offset by a decrease in the non-controlling interest holders' weighted average ownership, which was 5.7% for the thirteen and thirty-nine weeks ended September 24, 2025 and 5.8% and 6.3%, respectively, for the thirteen and thirty-nine weeks ended September 25, 2024.

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NON-GAAP FINANCIAL MEASURES

To supplement the Condensed Consolidated Financial Statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we use the following non-GAAP financial measures: Restaurant-level profit, Restaurant-level profit margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share (collectively the "non-GAAP financial measures").

Restaurant-Level Profit

Restaurant-level profit is defined as Shack sales less Shack-level operating expenses which include Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.

How This Measure Is Useful

When used in conjunction with GAAP financial measures, Restaurant-level profit and Restaurant-level profit margin are supplemental measures of operating performance that we believe are useful measures to evaluate the performance and profitability of our Shacks. Additionally, Restaurant-level profit and Restaurant-level profit margin are key metrics used internally by our management to develop internal budgets and forecasts, as well as assess the performance of our Shacks relative to budget and against prior periods. It is also used to evaluate team member compensation as it serves as a metric in certain of our performance-based team member bonus arrangements. We believe the presentation of Restaurant-level profit and Restaurant-level profit margin provides investors with a supplemental view of our operating performance that can provide meaningful insights to the underlying operating performance of our Shacks, as these measures depict the operating results that are directly impacted by our Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of our Shacks. It may also assist investors to evaluate our performance relative to peers of various sizes and maturities and provides greater transparency with respect to how our management evaluates our business, as well as our financial and operational decision-making.

Limitations of the Usefulness of this Measure

Restaurant-level profit and Restaurant-level profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Restaurant-level profit and Restaurant-level profit margin is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Restaurant-level profit excludes certain costs, such as General and administrative expenses and Pre-opening costs, which are considered normal, recurring cash operating expenses and are essential to support the operation and development of our Shacks. Therefore, this measure may not provide a complete understanding of the operating results of our Company as a whole and Restaurant-level profit and Restaurant-level profit margin should be reviewed in conjunction with our GAAP financial results. A reconciliation of Restaurant-level profit to Income (loss) from operations, the most directly comparable GAAP financial measure, is as follows.

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						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Income (loss) from operations						$	18,548					$	(17,988)					$	43,764					$	(7,172)
Less:
			Licensing revenue			14,565						12,027						38,867						32,995
Add:
			General and administrative expenses			44,381						35,691						125,692						107,948
			Depreciation and amortization expense			27,079						25,722						80,167						76,659
			Pre-opening costs			4,625						3,662						12,798						10,429
			Impairments, loss on disposal of assets, and Shack closures			510						29,086						3,448						30,657
Adjustment:
			Employee benefit charges(1)			—						8						—						453
Restaurant-level profit						$	80,578					$	64,154					$	227,002					$	185,979
Total revenue						$	367,411					$	316,924					$	1,044,775					$	923,924
Less: Licensing revenue						14,565						12,027						38,867						32,995
Shack sales						$	352,846					$	304,897					$	1,005,908					$	890,929
Restaurant-level profit margin(2)						22.8		%				21.0		%				22.6		%				20.9		%

(1)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.

(2)As a percentage of Shack sales.

EBITDA and Adjusted EBITDA

EBITDA is defined as Net income (loss) before Interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA excluding equity-based compensation expense, Impairments, loss on disposal of assets, and Shack closures, amortization of cloud-based software implementation costs, as well as certain non-recurring items that we do not believe directly reflect our core operations and may not be indicative of our recurring business operations.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that we believe are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by our management to develop internal budgets and forecasts and also serves as a metric in our performance-based equity incentive programs and certain of our bonus arrangements. We believe presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.

Limitations of the Usefulness of These Measures

EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of our performance and should be reviewed in conjunction with our GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to Net income (loss), the most directly comparable GAAP measure, is as follows.

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						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(dollar amounts in thousands)						September 24 2025						September 25 2024						September 24 2025						September 25 2024
Net income (loss)						$	13,711					$	(11,109)					$	36,707					$	1,487
Depreciation and amortization expense						27,079						25,722						80,167						76,659
Interest expense, net						472						442						1,495						810
Income tax expense (benefit)						7,436						(3,873)						14,366						(182)
EBITDA						48,698						11,182						132,735						78,774
Equity-based compensation						4,423						4,158						14,173						11,539
Amortization of cloud-based software implementation costs						510						529						1,676						1,577
Impairments, loss on disposal of assets, and Shack closures						510						29,086						3,448						30,657
Legal settlements(1)						—						—						983						—
Severance						—						—						379						—
Restatement costs(2)						—						1						354						1,600
CEO transition costs						—						53						35						641
Employee benefit charges(3)						—						8						—						453
Other(4)						—						774						3						3,644
Adjusted EBITDA						$	54,141					$	45,791					$	153,786					$	128,885
Adjusted EBITDA margin(5)						14.7 %						14.4 %						14.7 %						13.9 %

(1)Expenses incurred to establish accruals related to the settlements of legal matters.

(2)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.

(3)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.

(4)Expenses incurred for professional fees related to non-recurring matters.

(5)Calculated as a percentage of Total revenue, which was $367.4 million and $1,044.8 million for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and $316.9 million and $923.9 million for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.

Adjusted Pro Forma Net Income and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share

Adjusted pro forma net income represents Net income (loss) attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that we do not believe are directly related to our core operations and may not be indicative of our recurring business operations. Adjusted pro forma earnings per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income by the weighted average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Interests, after giving effect to the dilutive effect of outstanding equity-based awards.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share are supplemental measures of operating performance that we believe are useful measures to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all outstanding LLC Interests, we believe these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in Net income (loss) attributable to Shake Shack Inc. driven by increases in our ownership of SSE Holdings, which are unrelated to our operating performance, and excludes items that are non-recurring or may not be indicative of our ongoing operating performance.

Limitations of the Usefulness of These Measures

Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should not be considered alternatives to Net income (loss) and earnings (loss) per share, as determined under GAAP. While these measures are useful in evaluating our performance, they do not account for the earnings attributable to the non-controlling interest holders and therefore do not provide

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a complete understanding of the Net income (loss) attributable to Shake Shack Inc. Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should be evaluated in conjunction with our GAAP financial results. A reconciliation of adjusted pro forma net income to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully exchanged and diluted share are set forth below.

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
(in thousands, except per share amounts)									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Numerator:
			Net income (loss) attributable to Shake Shack Inc.						$	12,501					$	(10,211)					$	33,894					$	1,497
			Adjustments:
						Reallocation of Net income (loss) attributable to non-controlling interests from the assumed exchange of LLC Interests(1)			1,210						(898)						2,813						(10)
						Impairment charge and Shack closures(2)			(44)						28,157						1,904						28,157
						Legal settlements(3)			—						—						983						—
						Severance			—						—						379						—
						Restatement costs(4)			—						1						354						1,600
						CEO transition costs			—						53						35						641
						Employee benefit charges(5)			—						8						—						453
						Other(6)			—						774						3						3,644
						Tax impact of above adjustments(7)			2,187						(6,725)						1,363						(7,054)
Adjusted pro forma net income									$	15,854					$	11,159					$	41,728					$	28,928
Denominator:
			Weighted average shares of Class A common stock outstanding—diluted						41,874						40,010						41,852						44,163
			Adjustments:
						Assumed exchange of weighted average LLC Interests for shares of Class A common stock(1)			2,437						2,466						2,443						—
						Dilutive effect of equity awards			—						278						—						—
						Dilutive effect of convertible notes			—						1,467						—						—
			Adjusted pro forma fully exchanged weighted average shares of Class A common stock outstanding—diluted						44,311						44,221						44,295						44,163
Adjusted pro forma earnings per fully exchanged share—diluted									$	0.36					$	0.25					$	0.94					$	0.66

									Thirteen Weeks Ended												Thirty-Nine Weeks Ended
									September 24 2025						September 25 2024						September 24 2025						September 25 2024
Earnings (loss) per share of Class A common stock—diluted									$	0.30					$	(0.26)					$	0.81					$	0.03
			Assumed exchange of weighted average LLC Interests for shares of Class A common stock(1)						0.01						—						0.02						—
			Non-GAAP adjustments(8)						0.05						0.52						0.11						0.63
			Dilutive effect of convertible notes						—						(0.01)						—						—
Adjusted pro forma earnings per fully exchanged share—diluted									$	0.36					$	0.25					$	0.94					$	0.66

(1)Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interest and recognition of the net income (loss) attributable to non-controlling interests. Refer to Note 11, Earnings (Loss) per Share, in the accompanying Condensed Consolidated Financial Statements, for additional information.

(2)Expenses incurred related to Shack closures during fiscal 2024 and fiscal 2025 and impairment expenses incurred during fiscal 2025.

(3)Expenses incurred to establish accruals related to the settlements of legal matters.

(4)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.

(5)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.

(6)Expenses incurred for professional fees related to non-recurring matters.

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(7)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 24.9% and 23.8% for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and 20.4% and 19.2% for the thirteen and thirty-nine weeks ended September 25, 2024, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

(8)Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted pro forma net income above, for additional information.

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LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, and availability under our Revolving Credit Facility. As of September 24, 2025, we maintained a Cash and cash equivalents balance of $357.8 million. In March 2021, we issued 0% Convertible Senior Notes (“Convertible Notes”), and received $243.8 million of proceeds, net of discounts. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.

On June 6, 2024, we filed a Registration Statement on Form S-3 with the SEC which permits us to issue a combination of securities described in the prospectus in one or more offerings from time to time. To date, we have not experienced difficulty accessing the capital markets; however, future volatility in the capital markets may affect our ability to access those markets or increase the costs associated with issuing debt or equity instruments.

Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our requirements for working capital are generally not significant because our guests pay for their food and beverage purchases in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items. Our ongoing capital expenditures are principally related to opening new Shacks, existing Shack capital investments (both for remodels and maintenance), as well as investments in our corporate technology infrastructure to support our Shack Support Centers, Shake Shack locations, and digital strategy.

In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of September 24, 2025, such obligations totaled $248.5 million. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related payments under the Tax Receivable Agreement. Although the amount of any payments that must be made under the Tax Receivable Agreement may be significant, the timing of these payments will vary and will generally be limited to one payment per member per year. The amount of such payments is also limited to the extent we utilize the related deferred tax assets. The payments that we are required to make will generally reduce the amount of overall cash flow that might have otherwise been available to us or to SSE Holdings, but we expect the cash tax savings we will realize from the utilization of the related deferred tax assets to fund the required payments.

We believe our existing cash and cash equivalents balances and cash from operations will be sufficient to fund our operating and finance lease obligations, capital expenditures, Tax Receivable Agreement obligations and working capital needs for at least the next 12 months.

Summary of Cash Flows

The following table presents a summary of our cash flows from operating, investing and financing activities.

			Thirty-Nine Weeks Ended
(in thousands)			September 24 2025						September 25 2024
Net cash provided by operating activities			$	159,219					$	126,072
Net cash used in investing activities			(106,697)						(31,381)
Net cash used in financing activities			(15,479)						(8,480)
Effect of exchange rate changes on cash and cash equivalents			—						1
Net increase in Cash and cash equivalents			37,043						86,212
Cash and cash equivalents at beginning of period			320,714						224,653
Cash and cash equivalents at end of period			$	357,757					$	310,865

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Operating Activities

For the thirty-nine weeks ended September 24, 2025, net cash provided by operating activities was $159.2 million compared to $126.1 million for the thirty-nine weeks ended September 25, 2024, an increase of $33.1 million. The increase was primarily driven by a $37.1 million improvement in net results after excluding non-cash charges, partially offset by changes in working capital of $4.0 million. The changes in working capital primarily included an increase in payments on lease liabilities due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by a change in the timing and payments related to general business accruals.

Investing Activities

For the thirty-nine weeks ended September 24, 2025, net cash used in investing activities was $106.7 million compared to $31.4 million for the thirty-nine weeks ended September 25, 2024. The change was primarily driven by the absence of $69.4 million of proceeds from maturities of held-to-maturity marketable securities in the current period, compared to the prior year.

Financing Activities

For the thirty-nine weeks ended September 24, 2025, net cash used in financing activities was $15.5 million compared to $8.5 million for the thirty-nine weeks ended September 25, 2024, an increase of $7.0 million. This increase was primarily due to an increase in withholding taxes related to net settled equity awards.

Convertible Notes

In March 2021, we issued $250.0 million aggregate principal amount of 0% Convertible Senior Notes due 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, we pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.

Revolving Credit Facility

In August 2019, we entered into a Revolving Credit Facility, which permits borrowings up to $50.0 million, with the ability to increase available borrowings up to an additional $100.0 million, subject to satisfaction of certain conditions. The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15.0 million.

In July 2025, the Company entered into the sixth amendment to the Revolving Credit Facility ("Sixth Amendment"), which, among other things, extends the maturity date until the earlier of (a) February 28, 2028, or (b) the date that is 91 days prior to the scheduled maturity date of any Convertible Notes outstanding at any time.

Outstanding borrowings under the Revolving Credit Facility bear interest at either: (i) the base rate plus applicable margin ranging from 0.0% to 1.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus applicable margin ranging from 1.0% to 2.5%, in each case depending on the net lease adjusted leverage ratio. As of September 24, 2025 and December 25, 2024, no amounts were outstanding under the Revolving Credit Facility.

The obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the assets of SSE Holdings and the guarantors. The obligations under the Revolving Credit Facility are guaranteed by each of SSE Holdings' direct and indirect subsidiaries, with certain exceptions.

The Revolving Credit Facility requires us to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, as well as other customary affirmative and negative covenants. As of September 24, 2025, we were in compliance with all covenants.

Contractual Obligations

Material contractual obligations arising in the normal course of business primarily consist of operating and finance lease obligations, long-term debt, liabilities under the Tax Receivable Agreement and purchase obligations. The timing and nature of these commitments are expected to have an impact on our liquidity and capital requirements in future periods. Refer to Note 6,

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Debt and Note 7, Leases, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 for additional information relating to our long-term debt and operating and financing leases.

Liabilities under the Tax Receivable Agreement include amounts to be paid to the non-controlling interest holders, assuming we will have sufficient taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. Refer to Note 10, Income Taxes, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1, for additional information relating to our Tax Receivable Agreement and related liabilities.

Purchase obligations include all legally binding contracts, including commitments for the purchase, construction, or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. The majority of our purchase obligations are due within the next 12 months. The Company also enters into long-term, exclusive contracts with certain vendors to supply food, beverages and paper goods, obligating the Company to purchase specified quantities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our consolidated financial condition and results of operations is based upon the accompanying Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with GAAP. The preparation of the Condensed Consolidated Financial Statements requires us to make estimates, judgments and assumptions, which we believe to be reasonable, based on the information available. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Variances in the estimates or assumptions used to actual experience could yield materially different accounting results. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.

Recently Issued Accounting Pronouncements

Refer to Note 2, Summary of Significant Accounting Policies under Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our exposure to market risks as described in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting that occurred during the quarter ended September 24, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The information required by this Item is incorporated by reference to Part I, Item 1, Note 13, Commitments and Contingencies.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

Pursuant to Item 408(a) of Regulation S-K, the following officer(s) (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” during the thirteen weeks ended September 24, 2025 as follows:

Name

Position

Action

Adoption Date

Expiration Date

Aggregate Number of Securities to be Purchased/Sold

Stephanie Sentell

Chief Operations Officer

Adoption

8/25/2025

11/24/2026

2,482 shares to be sold(1)

(1)Includes 982 restrictive stock units that will vest on March 1, 2026.

Other than as disclosed above, no other officer or director adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

Exhibit Number

Incorporated by Reference

Filed Herewith

Exhibit Description

Form

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of Shake Shack Inc., effective February 4, 2015

8-K

3.1

2/10/2015

3.2

Second Amended and Restated Bylaws of Shack Shake Inc., dated October 1, 2019

8-K

3.1

10/4/2019

4.1

Form of Class A Common Stock Certificate

S-1/A

4.1

1/28/2015

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

32

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

#

101.INS

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101.SCH

XBRL Taxonomy Extension Schema Document

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101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

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101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

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101.LAB

XBRL Taxonomy Extension Label Linkbase Document

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101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

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104

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#    Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Shake Shack Inc.
			(Registrant)
Date: October 30, 2025			By:			/s/ Robert Lynch
						Robert Lynch
						Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)
Date: October 30, 2025			By:			/s/ Katherine I. Fogertey
						Katherine I. Fogertey
						Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

46 | Shake Shack Inc. Form 10-Q

FAQ

What were Shake Shack (SHAK) Q3 revenue and net income?

Revenue was $367.4 million and net income was $13.7 million for the quarter ended September 24, 2025.

What was SHAK’s diluted EPS for the quarter?

Diluted EPS was $0.30.

How did Shake Shack’s same‑Shack sales perform?

Same‑Shack sales increased 4.9%, driven by 3.6% price/mix and 1.3% traffic growth.

How many new Shacks did SHAK open and what is the total count?

The company opened 13 Company‑operated and 7 licensed Shacks, totaling 630 (359 Company‑operated, 271 licensed).

What portion of sales were digital for SHAK?

Digital sales were $124.2 million, accounting for 35.2% of Shack sales.

What is SHAK’s cash and debt position?

Cash and cash equivalents were $357.8 million; long‑term debt was $247.5 million (0% Convertible Notes due 2028).

Did SHAK draw on its revolving credit facility?

No amounts were outstanding under the $50 million revolver as of September 24, 2025.