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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
February 23, 2026
Date
of Report (Date of earliest event reported)

SHAKE
SHACK INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
001-36823 |
47-1941186 |
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number) |
(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)
Not applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
February 23, 2026, the Board of Directors (the “Board”) of Shake Shack Inc. (the “Company”) designated Peter
Herpich, the Company’s current Corporate Controller, to serve as the Company’s principal financial officer on an interim
basis. As previously disclosed, Katherine Fogertey resigned from her roles as Chief Financial Officer and principal financial and accounting
officer in November 2025, and will serve as a Senior Advisor to the Company until March 4, 2026. The Company has commenced a search for
a new Chief Financial Officer, and Mr. Herpich will serve as principal financial officer on an interim basis during this process.
Mr.
Herpich, age 55, joined the Company in May 2023, and has served as the Company’s Senior Vice President, Corporate Controller, since
joining the Company. Prior to joining the Company, Mr. Herpich spent two years at Casper Inc., where he served as Vice President, Global
Controller. Prior to that, Mr. Herpich spent 25 years at Barnes & Noble, Inc., where he most recently served as Vice President, Corporate
Controller and principal accounting officer. Mr. Herpich is a Certified Public Accountant.
There
are no arrangements or understandings between Mr. Herpich and any other persons pursuant to which he was designated as the Company’s
principal financial officer on an interim basis. There are also no family relationships between Mr. Herpich and any of the Company’s
directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
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 hereunto duly authorized.
| |
Shake
Shack Inc. |
| |
(Registrant) |
| |
|
| Dated:
February 24, 2026 |
By: |
/s/
Ronald Palmese, Jr. |
| |
|
Ronald
Palmese, Jr. |
| |
|
Chief
Legal Officer |