NATHANS FAMOUS, INC. 8-K

What Happened
Nathan’s Famous, Inc. (NATH) announced on January 20, 2026 that it entered into a definitive Agreement and Plan of Merger with Smithfield Foods, Inc.; Smithfield’s subsidiary Boardwalk Merger Sub will merge into Nathan’s and Nathan’s will become a wholly owned subsidiary of Smithfield. Under the agreement, each outstanding Nathan’s common share will convert into the right to receive $102.00 in cash (less withholding), and Nathan’s common stock will cease to be publicly traded upon closing. The companies issued a joint press release on January 21, 2026 and filed the Merger Agreement and related documents in an 8‑K.

Key Details

• Merger consideration: $102.00 in cash per Nathan’s share payable at closing.
• Equity awards: outstanding stock options will be cashed out for the intrinsic value (if any); RSUs will vest (performance awards paid at target) and be paid in cash at $102 per share; dividend equivalents earned before closing will be paid.
• Retention agreements: CEO Eric Gatoff is eligible for a $3,250,000 cash retention bonus; CFO Robert Steinberg is eligible for $1,050,000; Gatoff agreed to a one‑year non‑compete post‑termination.
• Voting & insiders: the Company, Buyer and directors/stockholders holding ~29.9% of shares entered a voting agreement to vote in favor of the merger.
• Closing conditions & timing: transaction requires Nathan’s stockholder approval, antitrust clearance (HSR), CFIUS clearance, and other customary conditions; the Company will file a preliminary proxy within 45 days and hold a shareholder meeting no later than 30 days after mailing the definitive proxy (subject to regulatory review).
• Termination fees: Nathan’s may owe a $10,581,814 termination fee in certain scenarios; Smithfield may owe $7,407,270 in specified CFIUS-related termination scenarios.
• Dividend allowance: the Company may declare/pay up to two regular quarterly cash dividends of $0.50 per share prior to closing.

Why It Matters
This is a definitive cash acquisition that will take Nathan’s Famous private if completed, delivering $102 per share to public stockholders who do not exercise appraisal rights. The deal establishes the cash treatment of outstanding equity awards and includes retention pay for top executives, plus insider voting support (about 29.9% of shares). Completion still depends on shareholder and regulatory approvals (including HSR and CFIUS), so shareholders should review the upcoming proxy materials for full terms, timing and potential impacts.