Changes in Control of Registrant. The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

On October 26, 2026, the Company completed the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the Effective Time, each: (i) issued and outstanding share of Common Stock (other than shares of Common Stock to be cancelled in accordance with the terms of the Merger Ag…

In connection with the consummation of the Merger, on the Closing Date, the Company terminated the Credit Agreement (the “ Company Credit Agreement ”), dated as of July 10, 2024, by and among the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, swingline lender, issuing lender and a lender, and all outstanding commitments, including commitments to issue letters of credit…

On October 26, 2026, the Company (i) notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of the consummation of the Merger and (ii) requested that Nasdaq suspend trading of the Common Stock and file a Form 25 Notification of Removal from Listing and/or Registration with the Securities and Exchange Commission (the “ SEC ”) to remove the Common Stock from listing on Nasdaq and deregister the Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange…

Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

Director: The filing describes the complete replacement of the board of directors as a result of a merger, which is a structural corporate event rather than a routine election or individual executive departure.

Other Events. Explanatory Note As previously disclosed, on January 20, 2026, Nathan’s Famous Inc., a Delaware corporation (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Smithfield Foods, Inc., a Virginia corporation (“ Buyer ”) and Boardwalk Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“ Merger Sub ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub shall mer…

Results of Operations and Financial Condition. On August 7, 2026, Nathan's Famous, Inc. issued a press release announcing financial results for its first fiscal quarter ended June 28, 2026. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Results of Operations and Financial Condition. On June 9, 2026, Nathan's Famous, Inc. issued a press release announcing financial results for its fourth fiscal quarter and fiscal year ended March 29, 2026. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Results of Operations and Financial Condition. On February 5, 2026, Nathan's Famous, Inc. issued a press release announcing financial results for its third fiscal quarter ended December 28, 2025. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

The company entered into retention agreements with the CEO and CFO, providing for significant bonuses under certain conditions.

Entry into a Material Definitive Agreement. Introduction On January 20, 2026, Nathan’s Famous, Inc., a Delaware corporation (the “Company”), announced that it had entered into a definitive agreement, as more fully described below, to be acquired by Smithfield Foods, Inc, a Virginia corporation (“Buyer”). Merger Agreement On January 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Buyer and Boardwalk Merger Sub Inc., a Delaware corporation and wh…

Results of Operations and Financial Condition. On November 6, 2025, Nathan's Famous, Inc. issued a press release announcing financial results for its second fiscal quarter ended September 28, 2025. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Results of Operations and Financial Condition. On August 8, 2025, Nathan's Famous, Inc. issued a press release announcing financial results for its first fiscal quarter ended June 29, 2025. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Results of Operations and Financial Condition. On June 10, 2025, Nathan's Famous, Inc. issued a press release announcing financial results for its fourth fiscal quarter and fiscal year ended March 30, 2025. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Changes in Registrant’s Certifying Accountant. On February 20, 2025, the Company was notified by Marcum LLP (“Marcum”) that Marcum resigned as the independent registered accounting firm of Nathan's Famous, Inc. (the "Company"). On November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum. On February 20, 2025, Marcum resigned as auditors of the Company and with the approval of the Audit Committee of the Company’s Board of Directors, CBIZ CPAs P.C. was engaged as the Company’s in…

Results of Operations and Financial Condition. On February 6, 2025, Nathan's Famous, Inc. issued a press release announcing financial results for its third fiscal quarter ended December 29, 2024. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Results of Operations and Financial Condition. On November 7, 2024, Nathan's Famous, Inc. issued a press release announcing financial results for its second fiscal quarter ended September 29, 2024. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Results of Operations and Financial Condition. On August 8, 2024, Nathan's Famous, Inc. issued a press release announcing financial results for its first fiscal quarter ended June 30, 2024. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. On July 10, 2024, the Company irrevocably called for the redemption of $60,000,000 of its 6.625% Secured Notes due 2025 (the “ Existing Notes ”) and irrevocably deposited with U.S. Bank Trust Company, National Association, as trustee for the Existing Notes (the “ Trustee ”), an amount of funds sufficient to redeem such Existing Notes on August 14, 2024 (including accrued interest thereon to, but not including, the date of redemption) at a redemp…

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. On July 10, 2024, the Company and the Guarantors entered into the Credit Agreement. The Credit Agreement provides for a term loan facility (“ Term Loan ”) of $60.0 million and a revolving credit facility (“ Revolving Loan ”) of up to $10.0 million (the “ Revolving Committed Amount ”) with a sublimit of $2.5 million for letters of credit. The Credit Agreement also provides that th…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On July 10, 2024 (the “ Effective Date ”), Nathan's Famous, Inc. (the “ Company ”) entered into a Credit Agreement (the “ Credit Agreement ”) among the Company, as borrower, direct and indirect subsidiaries of the Company (the “ Guarantors ”), as guarantors, the lenders from time to time party thereto (the “ Lenders ”) and Citibank, N.A., as administrative agent, swing line lender, L/C issuer and a Lender as further described in “

Results of Operations and Financial Condition. On June 12, 2024, Nathan's Famous, Inc. issued a press release announcing financial results for its fourth fiscal quarter and fiscal year ended March 31, 2024. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Director — Joanne Podell: Ms. Joanne Podell was appointed as an independent member of the Board, bringing substantial real estate expertise to the Company.

Executive Chairman of the Board of Directors — Howard M. Lorber: Amended employment agreement and grant of restricted stock units.