SMITHFIELD FOODS INC 8-K

What Happened

• Smithfield Foods, Inc. (SFD) announced on Jan 20–21, 2026 that it entered into an Agreement and Plan of Merger to acquire Nathan’s Famous, Inc. by merging Boardwalk Merger Sub into Nathan’s. At the Effective Time Nathan’s will become a wholly owned subsidiary of Smithfield and Nathan’s common stock will cease to be publicly traded.
• Under the deal Nathan’s shareholders will receive $102.00 in cash per share (less withholding), Nathan’s options and RSUs will be cashed out (options paid the in‑the‑money spread × shares; RSUs vest/paid at $102/share), and Nathan’s treasury shares and any shares held by Smithfield or affiliates will be cancelled.
• The Merger Agreement was approved by the boards involved; a Voting Agreement covering Nathan’s directors and certain stockholders holding ~29.9% of outstanding shares commits those holders to vote in favor of the merger.

Key Details

• Per‑share cash price: $102.00 (no interest), payable at closing.
• Treatment of equity awards: outstanding options converted to cash for any spread; RSUs vested (performance awards treated at target) and paid in cash = shares × $102.
• Closing conditions: Nathan’s stockholder approval, expiration/termination of HSR waiting period, CFIUS clearance, no law or order prohibiting the deal, and customary reps/warranties and materiality conditions. Proxy filing to occur within 45 days of the agreement.
• Other deal mechanics/fees: Nathan’s may pay up to two $0.50 quarterly dividends before closing; termination fee provisions include $10,581,814 payable by Nathan’s in certain circumstances and $7,407,270 payable by Smithfield in certain CFIUS‑related terminations. End Date: June 22, 2026 (extendable to Oct 20, 2026).

Why It Matters

• Investors should note this is an all‑cash acquisition that will take Nathan’s private and deliver $102.00 per share to sellers if the deal closes. The transaction is subject to shareholder and regulatory approvals (including HSR and CFIUS), so closing is not guaranteed and timing depends on satisfying those conditions.
• For Nathan’s holders: the agreement fixes cash proceeds and sets specific cash treatment for options/RSUs. For Smithfield investors: the deal expands Smithfield’s branded portfolio but carries the usual closing risks, regulatory reviews, and integration considerations disclosed in the filing.