This filing is administrative and does not change the fundamental outlook. The stock's trajectory depends entirely on the Smithfield Foods merger closing. Monitor for CFIUS decision, stockholder vote, and any updates to the merger timeline.
Price Chart
Executive Summary
Nathans Famous filed Amendment No. 1 to its 10-K solely to add Part III items (directors, executive compensation, security ownership, and related party transactions) that were omitted from the original 10-K because the company does not intend to file a proxy statement within 120 days. The amendment does not restate or update any financial statements. The company remains in the process of being acquired by Smithfield Foods, with retention bonuses of $3.25M for the CEO and $1.05M for the CFO contingent on merger closing.
Key Facts
- Amendment adds Part III Items 10-14 (governance, compensation, ownership, related-party transactions, auditor fees) to the original 10-K.
- No financial statement changes, restatements, or error corrections — purely administrative addition of proxy-disclosure content.
- Company is subject to a merger agreement with Smithfield Foods (January 20, 2026); closing requires CFIUS clearance and stockholder approval.
- Retention bonus agreements provide $3.25M to CEO Eric Gatoff and $1.05M to CFO Robert Steinberg if they are employed at closing or terminated before closing.
- Executive Chairman Howard M. Lorber holds 24.2% of outstanding shares; directors and executive officers as a group hold 31.0%.
- Audit fees for fiscal 2026 were $454,000, paid to CBIZ CPAs P.C.
Financial Impact
No financial data amended; retention bonuses of $3.25M (CEO) and $1.05M (CFO) are contingent on merger close.
Risk Factors
- Merger may not close if CFIUS clearance is denied or stockholder approval fails.
- End Date under the Merger Agreement is October 20, 2026; delay beyond that could terminate the deal.
- Retention bonuses create executive incentive to close the deal but do not affect shareholder value.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001104659-26-086491 |
| Document: nath-20260329xex31d4.htm | 0001104659-26-086491 |
| Document: nath-20260329xex31d3.htm | 0001104659-26-086491 |
| Document: 0001104659-26-086491-index-headers.html | 0001104659-26-086491 |
| Document: 0001104659-26-086491-index.html | 0001104659-26-086491 |
| Document: 0001104659-26-086491.txt | 0001104659-26-086491 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | 25-NSE | — | awaiting T+60 | — | — |
Oct 26, 2026 today | 8-K | — | awaiting T+60 | — | — |
Oct 14, 2026 11d ago | 8-K | $101.88 | awaiting T+60 | — | $102.05 (+0.17%) |
Aug 7, 2026 11w ago | 8-K | $98.01 | awaiting T+60 | — | $102.05 (+4.12%) |
Jul 24, 2026 13w ago | 10-K/A | $98.18 $101.88 | ▲ +3.77% | ▲ +0.48% | $102.05 (+3.94%) |
Jun 9, 2026 19w ago | 8-K | $101.47 $97.86 | ▲ +3.56% | ▲ +7.37% | $102.05 (−0.57%) |
Jun 9, 2026 19w ago | Press Release | $101.47 $97.86 | ▲ +3.56% | ▲ +7.37% | $102.05 (−0.57%) |
Mar 6, 2026 33w ago | PREM14A | $100.57 $100.99 | ▲ +0.42% | ▼ −11.57% | $102.05 (+1.47%) |
US Market Status
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