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The Simply Good Foods Company announced a leadership change, bringing back Joseph E. Scalzo as President and Chief Executive Officer effective January 19, 2026. He replaces Geoff Tanner, who stepped down as President, CEO, and director effective January 18, 2026, and will join the board again after the January 28, 2026 annual meeting.
Scalzo’s employment agreement includes a base salary of $1,100,000 and a target annual bonus equal to 150% of salary, plus a one-time option to purchase 2,000,000 shares of common stock at fair market value, vesting over three years. In a change-in-control severance scenario, he is eligible for cash severance equal to three times salary, target bonus and COBRA premiums, along with accelerated equity vesting.
Under a separation agreement, Tanner will receive cash severance of $3,519,454 and a prorated 2026 bonus of $350,568, and certain options and restricted stock units covering over 250,000 shares vest. Separately, Chief Accounting Officer Timothy A. Matthews resigned effective February 6, 2026, with CFO Christopher J. Bealer assuming principal accounting officer duties.
The Simply Good Foods Company reported lower profitability for the thirteen weeks ended November 29, 2025, despite essentially flat sales. Net sales were $340.2 million, down 0.3% from $341.3 million a year earlier, as Atkins distribution declines and modest OWYN softness were largely offset by Quest volume growth. Gross profit fell to $109.9 million with gross margin compressing to 32.3% from 38.2% due to higher ingredient costs, tariffs, and lower OWYN margins. Net income declined to $25.3 million from $38.1 million, and diluted EPS fell to $0.26 from $0.38. Adjusted EBITDA decreased to $55.6 million from $70.1 million. Cash from operations improved to $50.1 million, aided by working capital, and cash on hand reached $194.1 million. Long‑term debt under the Term Facility increased to $400.0 million after a $150.0 million incremental borrowing that extended maturity to March 2030. The company repurchased 4.98 million shares for $99.6 million in the quarter and later enlarged its repurchase authorization to leave about $224.0 million available as of January 6, 2026.
The Simply Good Foods Company filed a current report to note that it reported its results for the fiscal first quarter ended November 29, 2025, through a press release and investor presentation. The detailed financial and operating results are contained in the press release furnished as Exhibit 99.1 and in materials posted on the company’s website.
The company emphasizes that the press release and related information are being furnished, not filed, which affects how they may be incorporated into other regulatory documents. The report also highlights that the press release contains forward-looking statements and outlines numerous business risks, including changing consumer preferences, supply chain constraints, inflation and tariffs, competition, cost pressures, acquisition integration, regulatory changes, technology and cybersecurity issues, and broader economic and geopolitical conditions that could cause actual results to differ from expectations.
The Simply Good Foods Company is asking stockholders to vote at its fully virtual 2026 annual meeting on electing 11 directors, ratifying Deloitte & Touche LLP as auditor, approving a new incentive plan, and holding advisory votes on executive compensation and how often future pay votes should occur. The Board recommends voting FOR all proposals and ONE (1) YEAR for the frequency of say‑on‑pay.
The company highlights fiscal 2025 net sales of $1,450.9M, net income of $103.6M and Adjusted EBITDA of $278.2M, with diluted EPS of $1.02, Adjusted Diluted EPS of $1.92, cash flow from operations of $178.5M and a Net Debt to Adjusted EBITDA ratio of 0.5x. Management notes strong cash generation, repayment of $150.0 million of term loan debt (leaving $250.0 million outstanding), share repurchases of approximately $50.9 million, and cash of $98.5 million as of August 30, 2025.
The proxy also describes the approximately $280.0 million acquisition and integration of OWYN, brand performance across Atkins, Quest and OWYN, and emphasizes governance practices such as a largely independent board, annual director elections, robust stock ownership guidelines, anti‑hedging rules, clawback policies and a dedicated Corporate Responsibility and Sustainability Committee.
The Simply Good Foods Company announced that its subsidiary Simply Good Foods USA, Inc. entered into Amendment No. 8 to its Credit Agreement on November 19, 2025. The amendment establishes a new $150,000,000 incremental term loan facility to fund working capital and general corporate purposes, including reinvestment, growth capital spending and repurchases of certain capital stock.
The amendment also extends the revolving credit facility maturity to December 16, 2029 and extends the term loan facility maturity to March 17, 2030. The interest rate for all revolving SOFR loans is set at SOFR plus 2.00%, subject to a 0.00% floor, and all term SOFR loans, including the new 2025 Incremental Term Loans, carry a 0.00% floor.
Simply Good Foods Co. (SMPL) officer Michael L. Clawson, the company’s Chief Commercial Officer, reported an open-market purchase of company stock. On 11/17/2025, he bought 5,000 shares of Common Stock at a price of $20 per share, according to the reported transaction code "P" for a purchase.
After this transaction, Clawson beneficially owns 37,620 shares of Simply Good Foods Co. common stock in direct ownership. The filing reflects a single reporting person and indicates this was a routine insider ownership update rather than a change in role or control at the company.
Simply Good Foods Co (SMPL) executive Michael L. Clawson, the Chief Commercial Officer, reported beneficial ownership of 32,620 shares of common stock. This total includes 28,177 time-based restricted stock units (RSUs) granted under the company’s 2017 Omnibus Incentive Plan, each representing the right to receive one share of common stock if conditions are met.
Of these RSUs, 4,881 vest in two substantially equal annual installments beginning on October 14, 2026, 4,008 vest in two substantially equal annual installments beginning on November 8, 2026, and 19,288 vest in three substantially equal annual installments beginning on November 8, 2026, in each case subject to Mr. Clawson’s continuous service with the company.
Simply Good Foods (SMPL) insider activity: President and CEO Geoff E. Tanner reported equity transactions on 11/08/2025. He received 62,405 time-based RSUs at $0, and 6,235 shares were withheld at $19.99 to satisfy tax obligations upon RSU vesting. Following these transactions, he beneficially owns 154,360 shares directly.
The RSUs were granted under the 2017 Omnibus Incentive Plan and vest in three substantially equal annual installments beginning on November 8, 2026, subject to continued service.
Simply Good Foods (SMPL) reported an insider equity transaction by an officer (SVP and GM Atkins marketing). On 11/08/2025, the insider was granted 12,859 time‑based RSUs under the 2017 Omnibus Incentive Plan at $0 per unit. The RSUs vest in three substantially equal annual installments beginning November 8, 2026, subject to continued service.
On the same date, 780 shares were withheld at $19.99 to cover tax obligations upon vesting. Following these transactions, the insider beneficially owned 19,859 shares, held directly.