UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 3130, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _________to__________

Commission File No. 001-35962

NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
Delaware		11-3166443
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Jericho Plaza, Jericho, New York		11753
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		516-338-8500

NATHAN’S FAMOUS, INC.

(Exact name of registrant as specified in its charter)

Delaware		11-3166443
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Jericho Plaza, Jericho, New York		11753
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		516-338-8500

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $.01 per share

NATH

The NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter – September 2227, ~~2023~~2024- was approximately $~~198~~229,~~703~~609,000, which value, solely for the purposes of this calculation excludes shares held by the registrant’s officers and directors. Such exclusion shall not be deemed a determination by registrant that all such individuals are, in fact, affiliates of the registrant.

As of June 65, ~~2024~~2025, there were outstanding 4,~~084~~089,~~615~~ 510 shares of Common Stock, par value $.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE– The information required by Part III, Items 10, 11, 12 and 13 is incorporated by reference from the registrant’s definitive proxy statement for the ~~2024~~2025 Annual Meeting of Shareholders which is expected to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 no later than 120 days after the conclusion of Nathan Famous, Inc.’s fiscal year ended March 3130, ~~2024~~2025.

TABLE OF CONTENTS

PART I		Page

Item 1.	Business.	4
Item 1A.	Risk Factors.	20
Item 1B.	Unresolved Staff Comments.	35
Item 1C.	Cybersecurity.	35
Item 2.	Properties.	37
Item 3.	Legal Proceedings.	37
Item 4.	Mine Safety Disclosures.	37

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	38
Item 6.	Reserved.	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	39
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	50
Item 8.	Financial Statements and Supplementary Data.	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	51
Item 9A.	Controls and Procedures.	51
Item 9B.	Other Information.	52
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	52

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	54
Item 11.	Executive Compensation.	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	54
Item 14.	Principal Accountant Fees and Services.	55

PART IV

Item 15.	Exhibits and Financial Statement Schedules.	56
Item 16.	Form 10-K Summary.	58

Signatures

Index to Financial Statements		F-1

PART I

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of ~~1933~~1934, as amended, that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes”, “expects”, “projects”, “may”, “would”, “should”, “seeks”, “intends”, “plans”, “estimates”, “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements contained in this Form 10-K are based upon information available to us on the date of this Form 10-K.

Item 1. Business.

As used herein, unless we otherwise specify, the terms “we,” “us,” “our,” “Nathan’s,” “Nathan’s Famous” and the “Company” mean Nathan’s Famous, Inc. and its subsidiaries. References to ~~the~~a ~~fiscal 2024 period mean the fiscal~~ year ~~ended~~are ~~March 31, 2024 and references~~ to ~~the~~our fiscal ~~2023 period mean the fiscal~~ year ~~ended March 26~~, ~~2023.~~unless ~~In addition, references to~~ the ~~“Notes”,~~context ~~“2025~~requires ~~Notes”~~otherwise. orOur ~~the “~~2025 ~~Senior~~year ~~Secured~~commenced ~~Notes”~~on ~~refer~~April ~~to our $60~~1,~~000,000~~ ~~6.625%~~2024 ~~Senior~~and ~~Secured~~ended ~~Notes~~on ~~due~~March 30, 2025; and ~~references~~our to2024 ~~the~~year ~~“2020~~commenced ~~Notes”~~on orMarch ~~the “2020 Senior Secured Notes” refer to the $135~~27,~~000,000~~ ~~10.000%~~2023 ~~Senior~~and ~~Secured~~ended ~~Notes which were redeemed~~ on ~~November~~March 1631, ~~2017~~2024.

We are a leading branded licensor, wholesaler and retailer of products marketed under our Nathan’s Famous brand, including our popular Nathan’s World Famous Beef Hot Dogs. What began as a nickel hot dog stand on Coney Island in 1916 has evolved into a highly recognized brand throughout the United States and the world. Our innovative business model seeks to maximize the points of distribution for and the consumption of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries and our other products across a wide-range of grocery retail and foodservice formats. Our products are currently marketed for sale in approximately 79,000 locations, including supermarkets, mass merchandisers and club stores, selected foodservice locations and our Company-owned and franchised restaurants throughout the United States and in ~~eighteen~~twenty foreign countries. The Company considers itself to be in the foodservice industry and has pursued co-branding initiatives within other foodservice environments. Our major channels of distribution are as follows:

● Our licensing program contracts with certain third parties to manufacture, distribute, market and sell a broad variety of Nathan’s Famous branded products including our hot dogs, ~~sausages,~~ frozen crinkle-cut French fries and additional products through supermarkets, grocery channels and club stores throughout the United States. As of March 3130, ~~2024~~2025, packaged Nathan’s World Famous Beef Hot Dogs continued to be sold in supermarkets, mass merchandisers and club stores including Walmart, Kroger, Ahold, Publix, Albertsons, Safeway, ShopRite, Target, Sam’s Club, Costco and BJ’s Wholesale Club located in all 50 states. We earn revenue through royalties on products sold by our licensees.

●

Our Branded Product Program provides foodservice operators in a variety of venues the opportunity to capitalize on our Nathan’s Famous brand by marketing and selling certain Nathan’s Famous hot dog and specialty products. We believe that the program has broad appeal to foodservice operators due to its flexibility to deliver our products to a wide variety of distribution channels. In conjunction with the program, foodservice operators are granted a limited use of the Nathan’s Famous trademark, as well as Nathan’s Famous point of purchase materials. Unlike our licensing and franchise programs, we do not generate revenue from royalties, but rather by selling our hot dog products either directly to foodservice operators or to various foodservice distributors who resell the products to foodservice accounts.

●

Operating quick-service restaurants featuring Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries, and a variety of other menu offerings, which operate under the name “Nathan’s Famous,” the name first used at our original Coney Island restaurant which opened in 1916.

● Our franchised restaurant operations ~~are comprised~~ predominately offeature ~~our Nathan’s Famous concept, which features~~ a menu consisting of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries and beverages as well as other items. We earn royalties on sales at these franchise locations and virtual kitchens (existing kitchens with no Nathan’s Famous branded storefront presence, used to fill online orders for delivery). In addition to our traditional franchised restaurants and virtual kitchens, we enable approved foodservice operators to offer a Nathan’s Famous menu of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries, proprietary toppings and a limited menu of other Nathan’s products through our Branded Menu Program (“BMP”). We earn royalties on Nathan’s products purchased from Nathan’s approved distributors by our BMP franchise operators.

We also own the Arthur Treacher’s Fish & Chips brand and trademarks. We use the Arthur Treacher’s Fish & Chips brand, products and trademarks as a branded seafood menu-line extension for inclusion in certain Nathan’s Famous restaurants, as well as online platforms for third party delivery, such as UberEats, GrubHub and DoorDash.

Our Competitive Strengths

We believe that we benefit from the following competitive strengths:

Iconic Brand with Global Recognition

For over 100 years, we have cultivated Nathan’s Famous into an iconic brand with global recognition. From our authentic origins on Coney Island to our popular Nathan’s Famous International Hot Dog Eating Contest, the Nathan’s Famous brand has become synonymous with premium hot dogs enjoyed throughout the year including cookouts, and July 4th celebrations. Over time, we have continued expanding the number and types of points of distribution for Nathan’s Famous products by leveraging our highly recognizable brand.

The Frank of Choice

Since our beginnings as a nickel hot dog stand in 1916, we have focused on creating the best premium hot dog. Using premium cuts of meat, our proprietary spice mix and based on a recipe originally developed in 1916, our hot dogs have a unique flavor and texture that consumers are drawn to.

Our hot dogs have received numerous awards and recognition from critics and reviewers.

Recognition as an award-winning hot dog has strengthened our brand and created a devoted fan base. We believe that our high brand awareness allows us to sell hot dogs at a premium price compared to competing brands across all channels of distribution.

Multi-Channel Business Model Provides Diversified Revenue Streams

We believe that our flexible business model enables us to diversify across multiple channels of distribution and customers. Our products are distributed through supermarkets, mass merchandisers, club stores, Company-owned restaurants, franchised restaurants, virtual kitchens, food service distributors and other food service operators such as gas stations, movie theaters, amusement parks and sporting venues. We believe that there is potential to increase our sales by converting sales of non-branded products throughout the foodservice industry.

~~High Margin Licensing Revenue Streams~~5

WeHigh ~~earn~~Margin ~~stable~~Licensing ~~and~~Revenue high-margin revenue through multiple licensing programs. Through licensing programs with such companies as Smithfield Foods, Inc., and Lamb Weston, Inc., over fifteen Nathan’s Famous branded SKUs are sold through grocery retail channels. All of our licensing agreements combined produced $33,581,000 and $33,455,000 of high margin revenue for fiscal 2024 and 2023, respectively.Streams

5We earn stable and high-margin revenue through multiple licensing programs. Through licensing programs with such companies as Smithfield Foods, Inc., and Lamb Weston, Inc., over fifteen Nathan’s Famous branded SKUs are sold through grocery retail channels. All of our licensing agreements combined produced $37,418,000 and $33,581,000 of high margin revenue for fiscal 2025 and 2024, respectively.

Business Strategies

Our primary strategies include the following:

Leverage Nathan’s Famous brand and iconic products to grow sales – We believe that our brand is widely recognized by virtue of our long history and broad geographic footprint, which allows us to enjoy high consumer awareness in the United States and abroad and allows us the opportunity to grow in markets and channels where the brand is known but has not yet achieved optimal market penetration. WeOur ~~believe that our~~ highly visible brand and reputation for high quality products have allowed us to expand our food offerings beyond our signature hot dogs and command a premium price across our portfolio of products. Nathan’s Famous continues to receive recognition for being a fan and industry favorite, and was named to Restaurant Business’ Top 500 Chain Restaurants in 2024.

Retail licensing – We expect that our retail licensing program may continue to grow, centered around our licensing program with Smithfield Foods, Inc. Smithfield Foods, Inc. brings superior sales and marketing resources to our brand through its national scale, broad distribution platform, strong retail relationships and research and development infrastructure capable of developing and introducing new products. As a result of our partnership with Smithfield Foods, Inc., we expect Nathan’s Famous products to continue penetrating the grocery, mass merchandising and club channels by expanding points of distribution in targeted, underpenetrated regions and through the development of new products. We believe Smithfield Foods, Inc. expects to continue to leverage this relationship with continued full-scale marketing efforts, both inside and outside of stores, highlighted by exciting customer events and brand representation and support of our Nathan’s Famous International Hot Dog Eating Contests.

We may offer the licensing of other signature products to other qualified manufacturers.

Branded Products – We expect to continue the growth of our Branded ~~Products~~Product Program through the addition of new accounts and venues. We believe that the flexible design of the Branded ~~Products~~Product Program makes it well positioned for sales to all business channels in the broad foodservice industry. We intend to keep targeting sales to a broad line of foodservice distributors, which we believe complements our continuing focus on sales to various foodservice retailers. We continue to believe that as consumers look to brands and products with high standards, and integrity with the superior quality of the food that they purchase, there is ~~great~~ potential to increase our sales by converting existing sales of non-branded products to Nathan’s branded products throughout the foodservice industry.

Franchising – We expect to continue to market our franchise program and Branded Menu Program to large, experienced and successful operators with the financial and business capability to develop multiple franchise locations, as well as to individual-owner operators with evidence of restaurant management experience, net worth and sufficient capital. We also expect to continue developing master franchise programs in foreign countries.

Company-owned restaurants – We may selectively consider opening new Company-owned restaurants on an opportunistic basis. We may also consider new opportunities in both traditional and captive market settings.

Improve Company-owned restaurant profitability – In fiscal ~~2023~~2024 and fiscal ~~2024~~2025, our Company-owned restaurants were impacted by commodity and labor inflation. Additionally, on January 1, ~~2024~~2025, the minimum hourly wage in New York City, Long Island and Westchester increased from $1516.00 to $16.0050 impacting all of our Company-owned restaurants. We continue to focus on managing our expenses in the operation of our Company-owned restaurants, with a particular emphasis on cost of goods sold, including food costs, paper costs and labor costs while not sacrificing on overall quality and service that our customers expect. We continue to ~~explore~~implement ~~opportunities~~menu ~~and~~innovation along with pricing strategies to help mitigate ~~the~~inflationary ~~impact~~pressures on our operations.

Delivery Only Locations – We expect to continue our presence via delivery and virtual kitchens on an opportunistic basis including additional opportunities from our virtual kitchen brand, Wings of New York. In fiscal 2024, we entered into an exclusive agreement with Franklin Junction for the rights for all virtual restaurants worldwide.6

~~These~~Advertising ~~virtual~~and ~~kitchens~~promotion ~~have~~– ~~different~~The ~~rights~~Company ~~and~~continues ~~obligations~~to ~~than~~focus its efforts using social media advertising to engage with our ~~traditional~~customers. ~~franchise~~We ~~agreements,~~interact with fans on platforms including ~~royalty~~Facebook, ~~rates~~Instagram and ~~advertising~~X ~~contribution~~(formerly ~~rates,~~known as Twitter). We also connect with our patrons through an email marketing program. Our marketing strategy focuses on our premium food offerings and ~~the~~limited time offerings to help drive sales ~~levels~~and atcustomer ~~these~~traffic. ~~locations~~Our ~~differs~~marketing ~~from~~calendar ~~the~~typically ~~sales~~features ~~levels~~ten atto twelve promotional windows. Strategically, each promotion features new items and communicates the variety of our ~~traditional~~menu ~~franchise~~offerings. ~~restaurants~~Promotions are supported by point of purchase materials which include stanchion signs, counter cards, indoor and outdoor banners, and window posters where applicable. We believe that menu innovation supported with new and creative advertising materials may drive increased guest frequency and enhance the customer experience.

6Product development – The Company collaborates with its licensees on potential new product offerings. New products can increase revenue by expanding our customer base and continuing to build brand awareness.

~~Advertising~~Corporate and promotion – The Company continues to focus its efforts using a multiple pronged approach, with a particular emphasis on geo-targeted, social media advertising to drive customers directly to online restaurant menus for ease of ordering for delivery or pick-up. The online effort is focused on platforms including Facebook, Instagram and X (formerly known as Twitter). Our marketing strategy focuses on our premium food offerings and limited time offerings to help drive sales and customer traffic.History

~~Product~~We ~~development~~were –incorporated in Delaware on July 10, 1992 under the name “Nathan’s Famous Holding Corporation” to act as the parent of a Delaware corporation then-known as Nathan’s Famous, Inc. On December 15, 1992, we changed our name to Nathan’s Famous, Inc., and our Delaware subsidiary changed its name to Nathan’s Famous Operating Corp. The ~~Company~~Delaware ~~collaborates~~subsidiary was organized in October 1989 in connection with its ~~licensees~~re-incorporation onin ~~potential~~Delaware ~~new~~from ~~product~~that ~~offerings~~of a New York corporation named “Nathan’s Famous, Inc.” The New ~~products~~York ~~can~~Nathan’s ~~increase~~was ~~revenue~~incorporated byon ~~expanding~~July ~~our~~10, ~~customer~~1925, ~~base~~as ~~and~~a ~~continuing~~successor to ~~build~~the ~~brand~~sole-proprietorship ~~awareness~~that opened the first Nathan’s restaurant in Coney Island in 1916.

~~Corporate~~Fiscal ~~History~~Year

WeOur ~~were~~fiscal ~~incorporated~~year inends ~~Delaware~~ on ~~July 10, 1992 under~~ the ~~name~~last ~~“Nathan’s~~Sunday ~~Famous~~in ~~Holding~~March, ~~Corporation”~~which towill ~~act~~result asin ~~the parent of~~ a ~~Delaware~~52 ~~corporation~~or ~~then-known~~53 asweek ~~Nathan’s Famous, Inc~~year. ~~On December 15, 1992, we changed our name to Nathan’s Famous, Inc., and our Delaware subsidiary changed its name to Nathan’s Famous Operating Corp.~~ The ~~Delaware~~fiscal ~~subsidiary~~year ~~was~~ended ~~organized~~March ~~in October 1989 in connection with its re-incorporation in Delaware from that of a New York corporation named “Nathan’s Famous~~30, ~~Inc.”~~2025 ~~The New York Nathan’s~~ was ~~incorporated~~ on ~~July~~the ~~10,~~basis ~~1925,~~of as a ~~successor~~52 toweek ~~the~~reporting ~~sole-proprietorship~~period ~~that~~and ~~opened~~ the ~~first~~fiscal ~~Nathan’s~~year ~~restaurant~~ended inMarch ~~Coney Island in 1916. On July 23~~31, ~~1987,~~2024 ~~Equicor~~was ~~Group,~~on ~~Ltd. merged with and into~~ the ~~New~~basis ~~York~~of ~~Nathan’s in~~ a ~~“going~~53 ~~private”~~week ~~transaction.~~reporting ~~The New York Nathan’s, the Delaware subsidiary and Equicor may all be deemed to be our predecessors~~period.

~~Fiscal~~Restaurant ~~Year~~Operations

~~Our~~Company-owned fiscal year ends on the last Sunday in March, which will result in a 52 or 53 week year. The fiscal year ended March 31, 2024 was on the basis of a 53 week reporting period and the fiscal year ended March 26, 2023 was on the basis of a 52 week reporting period.restaurants

~~Restaurant~~As ~~Operations~~of March 30, 2025, we operated four Company-owned restaurants (including one seasonal unit), within the New York metropolitan area. Our seasonal location on the Coney Island Boardwalk was open from March 21, 2024 to November 3, 2024. It reopened for the summer season on March 28, 2025.

Three of our Company-owned restaurants range in size from approximately 3,500 square feet to 10,000 square feet and have seating to accommodate between 60 and 125 customers. These restaurants are open seven days a week on a year-round basis and are designed to appeal to consumers of all ages. We have established high standards for food quality, cleanliness, and service at our restaurants and regularly monitor the operations of our restaurants to ensure adherence to these standards.

AsTwo of ~~March~~our ~~31, 2024, we operated four~~ Company-owned restaurants ~~(including~~have ~~one~~contemporary ~~seasonal~~service ~~unit)~~areas, ~~within~~seating, ~~the~~signage, ~~New~~and ~~York~~general ~~metropolitan area~~decor. Our ~~seasonal location on the~~ Coney Island ~~Boardwalk~~restaurant, ~~was~~which ~~open~~first ~~from~~opened ~~March~~in 261916, ~~2023~~remains tounique ~~October~~in ~~29,~~its ~~2023.~~presentation Itand ~~reopened for the summer season on March 21, 2024~~operations.

~~Three~~Our ~~of our~~ Company-owned restaurants ~~range~~contributed ~~in size from approximately 3~~$12,~~500 square feet to 10~~714,000 ~~square feet~~ and ~~have~~$12,103,000 ~~seating~~in torevenue ~~accommodate~~for ~~between~~fiscal 602025 and ~~125~~fiscal ~~customers.~~2024, ~~These restaurants are open seven days a week on a year-round basis and are designed to appeal to consumers of all ages~~respectively. WeThe ~~have~~average ~~established~~check ~~high standards for food quality, cleanliness, and service~~ at our Company-owned restaurants ~~and~~during ~~regularly~~the ~~monitor~~fiscal ~~the~~2025 ~~operations~~period ofincreased ~~our~~by ~~restaurants~~approximately to10% ~~ensure~~over ~~adherence~~the tofiscal ~~these~~2024 ~~standards~~period.

~~Two~~Our ofConey ~~our~~Island ~~Company-owned~~flagship ~~restaurants~~location ~~have~~has ~~contemporary~~been ~~service~~open ~~areas,~~for ~~seating,~~over ~~signage,~~100 years and ~~general~~is ~~decor.~~the ~~Our~~home ~~Coney~~of ~~Island~~the ~~restaurant~~annual Nathan’s International Hot Dog Eating Contest, which ~~first~~has ~~opened~~been inbroadcast ~~1916,~~on ~~remains~~ESPN ~~unique~~each in4th ~~its~~of ~~presentation~~July since 2004 and ~~operations~~achieved more than one million viewers in fiscal 2025.

Our Company-owned restaurants typically carry a broader selection of menu items than our franchise restaurants and generally attain sales levels higher than the average of our newer franchise restaurants. The non-core menu items at the Company-owned restaurants, tend to have lower margins than the core menu. 7

~~Our~~We ~~Company-owned~~continue ~~restaurants~~to ~~contributed~~focus ~~$12,103,000~~on digital and ~~$12~~social media initiatives,~~161,000~~ inas ~~revenue~~well ~~for~~as ~~fiscal~~direct ~~2024~~mail and ~~fiscal~~point ~~2023,~~of ~~respectively.~~purchase ~~Customer~~materials to enhance the customer experience; to increase customer traffic; atand ~~our~~to ~~Company~~promote off-~~owned~~premise ~~restaurants~~capabilities. ~~during~~We ~~the~~believe ~~fiscal~~that ~~2024~~these ~~period~~initiatives ~~decreased~~play byan ~~approximately~~important 2%role ~~over~~in ~~the~~creating ~~fiscal~~a ~~2023~~more ~~period~~seamless and more efficient customer experience and meeting consumer expectations for speed and convenience.

~~Our~~Franchise Coney Island flagship location has been open for over 100 years and is the home of the annual Nathan’s Hot Dog Eating Contest, which has been broadcast on ESPN each 4th of July since 2004 and achieved more than one million viewers in fiscal 2024.Operations

7At March 30, 2025, our franchise system, including our Branded Menu Program, consisted of 230 locations operating in 17 states and 12 foreign countries. It also included 143 virtual kitchens located in 25 states and 4 foreign countries. Our franchise operations contributed $4,148,000 and $4,356,000 in revenue for fiscal 2025 and fiscal 2024, respectively.

WeOur ~~continue~~franchise tosystem ~~focus~~includes onamong ~~digital~~its ~~and~~franchisees ~~social~~such ~~media~~well-known ~~initiatives,~~companies as ~~well~~Applegreen asUSA ~~direct~~Welcome ~~mail~~Centers, toLLC, ~~enhance~~HMS ~~the~~Host, ~~customer~~Areas ~~experience;~~USA, toNational ~~increase~~Amusements, ~~customer~~Inc., ~~traffic;~~Hershey Entertainment & Resorts Company, Fifth Avenue Restaurant Group, Concessions International, Compass Group and toBruster’s ~~promote~~Real ~~off-premise~~Ice ~~capabilities~~Cream. We ~~believe~~continue ~~that~~to ~~these~~seek ~~initiatives~~out ~~play~~and anto ~~important~~market ~~role~~our infranchising ~~creating~~programs ato ~~more~~larger, ~~seamless~~experienced and ~~more~~successful ~~efficient~~operators ~~customer~~with ~~experience~~the financial and ~~meeting~~business ~~consumer~~capability ~~expectations~~to ~~for~~develop ~~speed~~multiple franchise locations, as well as to individual owner-operators with evidence of restaurant management experience, net worth and ~~convenience~~sufficient capital.

~~Franchise~~During ~~Operations~~the fiscal 2025 period, no single franchisee accounted for over 10% of our consolidated revenue. At March 30, 2025, Applegreen USA Welcome Centers, LLC operated seven franchised locations within highway travel plazas and HMS Host operated four franchised locations, including three units at airports, and one unit within a mall. Additionally, 37 mobile carts were registered to operate in New York, NY. Nine Bruster’s Real Ice Cream shops were selling Nathan’s products under our Branded Menu Program.

AtDuring ~~March~~the ~~31,~~fiscal ~~2024~~2025 period, ~~our~~25 ~~franchise~~franchised ~~system~~locations opened, including ~~our~~16 Branded Menu Program, ~~consisted of 230~~ locations ~~operating in 17 states and 13 foreign countries~~. ItAdditionally, ~~also~~25 ~~included~~franchised ~~196~~locations ~~virtual~~closed, ~~kitchens~~including ~~located~~11 inBranded 17Menu ~~states~~Program ~~and 6 foreign countries~~locations.

~~Our~~Nathan’s ~~franchise~~Famous ~~operations~~Concept ~~contributed $4,356,000~~ and ~~$4,292,000~~Menus ~~in revenue for fiscal 2024 and fiscal 2023, respectively. We experienced higher sales across our franchise system including airport locations, highway travel plazas and movie theaters.~~

Our ~~franchise~~Nathan’s ~~system~~Famous ~~includes~~concept ~~among~~is ~~its~~scalable, ~~franchisees~~offering ~~such~~a ~~well-known~~wide ~~companies~~range asof ~~Applegreen~~facility ~~USA~~designs ~~Welcome~~and ~~Centres~~sizes, ~~LLC,~~suitable ~~HMS~~to ~~Host,~~a ~~Areas~~vast ~~USA,~~variety ~~National~~of ~~Amusements~~locations, ~~Inc.,~~featuring ~~Hershey~~a ~~Entertainment~~core &menu ~~Resorts~~consisting ~~Company,~~of ~~and Bruster~~Nathan’s ~~Real~~World ~~Ice~~Famous ~~Cream.~~Beef WeHot ~~continue~~Dogs, tocrinkle-cut ~~seek~~French ~~out~~fries and tobeverages. ~~market~~Nathan’s ~~our~~menu ~~franchising~~is ~~programs~~designed to ~~larger,~~take ~~experienced~~advantage ~~and~~of ~~successful~~site-specific ~~operators~~market ~~with~~opportunities ~~the~~by ~~financial~~adding ~~and~~complementary ~~business~~food ~~capability~~items to ~~develop~~the ~~multiple~~core ~~franchise~~menu. ~~locations,~~The asNathan’s ~~well~~concept asis suitable to ~~individual owner~~stand-~~operators~~alone ~~with~~or ~~evidence~~can ofbe ~~restaurant~~co-branded ~~management~~with ~~experience,~~other ~~net~~nationally ~~worth~~recognized ~~and sufficient capital~~brands.

~~During~~Nathan’s ~~the~~World ~~fiscal~~Famous ~~2024~~Beef ~~period,~~Hot noDogs ~~single~~are ~~franchisee~~flavored ~~accounted~~with ~~for~~our ~~over~~secret ~~10%~~blend of ~~our~~spices ~~consolidated~~created ~~revenue.~~by AtIda ~~March~~Handwerker ~~31,~~in ~~2024~~1916, ~~Applegreen~~which ~~USA~~historically ~~Welcome~~have ~~Centres,~~distinguished ~~LLC~~Nathan’s ~~operated~~World ~~seven~~Famous ~~franchised~~Beef ~~locations~~Hot ~~within~~Dogs ~~highway~~from ~~travel~~other ~~plazas~~hot ~~and~~dogs. ~~HMS~~Our ~~Host~~hot ~~operated~~dogs ~~four~~are ~~franchised~~prepared ~~locations,~~and ~~including~~served ~~three~~in ~~units~~accordance atwith ~~airports,~~procedures ~~and~~which ~~one~~have ~~unit~~not ~~within~~varied asignificantly ~~mall.~~since ~~Additionally,~~our 23inception ~~mobile~~over ~~carts~~100 ~~were~~years ~~registered~~ago toin ~~operate~~our inCompany-owned ~~New~~and ~~York,~~franchised NYrestaurants. ~~Twelve~~Our ~~Bruster~~signature crinkle-cut French fries are featured at each Nathan’s ~~Real~~restaurant. ~~Ice~~We ~~Cream~~believe ~~shops~~the ~~were~~majority ~~selling~~of sales in our Company-owned restaurants consist of Nathan’s ~~products~~World ~~under~~Famous ~~our~~Beef ~~Branded~~Hot ~~Menu~~Dogs, ~~Program~~crinkle-cut French fries and beverages.

~~During~~Nathan’s restaurants supplement their core menu items with a variety of other quality menu choices including our fresh angus hamburgers and our hand-dipped chicken. We have historically used the ~~fiscal~~Arthur ~~2024~~Treacher’s ~~period~~Fish & Chips brand, 17products ~~franchised~~and ~~locations~~trademarks ~~opened,~~as ~~including~~a ~~seven~~branded ~~Branded~~seafood ~~Menu~~menu-line ~~Program~~extension ~~locations~~for inclusion in certain Nathan’s Famous restaurants. Additionally, 19Nathan’s ~~franchised~~restaurants ~~locations~~sell ~~closed,~~a ~~including~~variety 11of ~~Branded~~promotional ~~Menu~~items ~~Program~~on ~~locations~~a limited time basis.

Nathan’s ~~Famous~~restaurant ~~Concept~~designs are available in a range of sizes from 300 to 4,000 square feet. We have also developed various kiosks, mobile food carts and ~~Menus~~trucks, and modular units. Our smaller units may not have customer seating areas, although they may often share seating areas with other fast food or quick service outlets in food court settings. Other units generally provide seating for 45 to 125 customers. Carts, kiosks and modular units generally carry only the core menu. Our food trucks may carry the full Nathan’s Famous menu.

Our Nathan’s Famous concept is scalable, offering a wide range of facility designs and sizes, suitable to a vast variety of locations, featuring a core menu consisting of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries and beverages. Nathan’s menu is designed to take advantage of site-specific market opportunities by adding complementary food items to the core menu. The Nathan’s concept is suitable to stand-alone or can be co-branded with other nationally recognized brands.8

~~Nathan’s~~We ~~World~~believe ~~Famous~~that ~~Beef~~carts, ~~Hot~~kiosks, ~~Dogs~~modular ~~are~~units ~~flavored~~and ~~with~~food ~~our~~court ~~secret~~designs ~~blend~~are ofparticularly ~~spices~~well-suited ~~created~~for byplacement ~~Ida Handwerker~~ in ~~1916~~non-traditional sites, ~~which~~such ~~historically~~as ~~have~~airports, ~~distinguished~~travel ~~Nathan’s~~plazas, ~~World~~stadiums, ~~Famous~~schools, ~~Beef~~convenience ~~Hot~~stores, ~~Dogs.~~entertainment ~~Our~~facilities, ~~hot~~military ~~dogs~~facilities, ~~are~~business ~~prepared~~ and ~~served~~industry infoodservice, ~~accordance~~within ~~with~~larger ~~procedures~~retail ~~which~~operations ~~have~~and ~~not~~other ~~varied~~captive ~~significantly~~markets. ~~since~~Many ~~our~~of ~~inception~~these ~~over~~settings ~~100~~may ~~years~~also ~~ago~~be inappropriate ~~our~~for ~~Company-owned~~expanding ~~and~~our ~~franchised~~Branded ~~restaurants.~~Menu ~~Our~~Program ~~signature~~or ~~crinkle-cut~~Branded ~~French~~Product ~~fries are featured at each Nathan’s restaurant~~Program. WeAll ~~believe the majority~~ of ~~sales~~these inunits ~~our~~feature ~~Company-owned restaurants consist of~~ Nathan’s ~~World~~ Famous ~~Beef~~branding ~~Hot~~and ~~Dogs,~~a ~~crinkle-cut~~contemporary ~~French fries and beverages~~design.

~~Individual~~ Nathan’s ~~restaurants~~Standard ~~supplement~~Franchise their core menu of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries and beverages with a variety of other quality menu choices including: our fresh angus hamburgers and our hand-dipped chicken. We have historically used the Arthur Treacher’s Fish & Chips brand, products and trademarks as a branded seafood menu-line extension for inclusion in certain Nathan’s Famous restaurants.Program

WeFranchisees ~~also~~are ~~partner~~required ~~with~~to ~~major~~execute ~~third-party~~a ~~delivery~~standard ~~service~~franchise ~~providers~~agreement prior to opening each Nathan’s Famous location. Our current standard Nathan’s Famous franchise agreement provides for, ~~such~~among asother ~~DoorDash~~things, ~~UberEats~~a one-time $30,000 ~~GrubHub~~franchise fee payable upon execution of the agreement, a monthly royalty payment based on 5.5% of restaurant sales and ~~Postmates~~the expenditure of up to 2.5% of restaurant sales on advertising. The initial term of the typical franchise agreement is 10 years, ~~providing~~with ~~multiple~~a ~~options~~5-year ~~for~~renewal ~~our~~option ~~guests~~by the franchisee, subject to ~~enjoy~~conditions ~~Nathan’s~~contained ~~Famous~~in ~~products~~the atfranchise ~~home~~agreement. We may offer alternatives to the standard franchise agreement, having to do with the term, franchise royalties, fees or advertising requirements.

8Franchisees are approved on the basis of their business background, evidence of restaurant management experience, net worth and capital available for investment in relation to the proposed scope of the development agreement.

~~Nathan’s~~We ~~restaurant~~provide ~~designs~~numerous ~~are~~support ~~available~~services ~~in a range of sizes from 300~~ to ~~4,000~~our ~~square~~Nathan’s ~~feet~~Famous franchisees. We ~~have~~assist ~~also~~in ~~developed~~and ~~various~~approve ~~kiosks,~~all ~~mobile~~site ~~food~~selections. ~~carts~~Thereafter, ~~trucks~~we ~~and~~provide ~~modular~~architectural ~~units.~~plans ~~Our~~suitable ~~smaller~~for ~~units~~restaurants ~~may~~of ~~not~~varying ~~have~~sizes ~~customer~~and ~~seating~~configurations ~~areas,~~for ~~although~~use ~~they~~in ~~may~~food ~~often~~court, ~~share~~in-line ~~seating~~and ~~areas~~free-standing ~~with~~locations. ~~other~~We ~~fast~~also ~~food~~assist orin ~~quick~~establishing ~~service~~building ~~outlets~~design inspecifications, ~~food~~reviewing ~~court~~construction ~~settings.~~compliance, ~~Other~~equipping ~~units~~the ~~generally~~restaurant ~~provide~~and ~~seating~~providing ~~for~~appropriate 45menus to ~~125~~coordinate ~~customers.~~with ~~Carts,~~the ~~kiosks~~restaurant design and ~~modular~~location ~~units~~selected ~~generally~~by ~~carry only~~ the ~~core menu~~franchisee. ~~Our~~We ~~food~~do ~~trucks~~not ~~may~~employ ~~carry~~personnel ~~the~~on ~~full~~behalf ~~Nathan’s~~of ~~Famous menu~~franchisees.

We ~~believe~~offer ~~that~~various ~~carts,~~training ~~kiosks,~~courses ~~modular~~for ~~units~~management personnel of Company-owned and ~~food~~franchised ~~court~~restaurants. ~~designs~~A ~~are~~restaurant ~~particularly~~manager ~~well-suited~~from ~~for~~each ~~placement~~restaurant inmust ~~non-traditional~~successfully ~~sites,~~complete ~~such~~our asmandated ~~airports,~~management ~~travel~~training ~~plazas,~~program. ~~stadiums,~~We ~~schools,~~also ~~convenience~~offer ~~stores,~~additional ~~entertainment~~operations ~~facilities,~~and ~~military~~general ~~facilities,~~management ~~business~~training courses for all restaurant managers and ~~industry~~other ~~foodservice,~~managers ~~within~~with ~~larger~~supervisory ~~retail~~responsibilities. We provide standard manuals to each franchisee covering training and operations, products and ~~other~~equipment ~~captive~~and ~~markets~~local marketing programs. ~~Many~~We ofalso ~~these~~provide ~~settings~~ongoing ~~may~~advice ~~also~~and beassistance ~~appropriate~~to ~~for~~franchisees. ~~expanding~~We meet with our ~~Branded~~franchisees ~~Menu~~to ~~Program~~discuss orupcoming ~~Branded~~marketing ~~Product~~events, ~~Program.~~menu ~~All~~development ofand ~~these~~other ~~units~~topics, ~~feature~~each ~~the~~of ~~Nathan’s~~which ~~Famous~~is ~~logo~~designed ~~and~~to ~~utilize~~provide aindividual ~~contemporary~~restaurant ~~design~~and system-wide benefits.

~~Nathan~~Franchised restaurants are required to be operated in accordance with uniform operating standards and specifications relating to the selection, quality and preparation of menu items, signage, decor, equipment, uniforms, suppliers, maintenance and cleanliness of premises and customer service. All standards and specifications are developed by us to be applied on a system-wide basis. We regularly monitor franchisee operations and inspect restaurants. Franchisees are required to furnish us with monthly sales or operating reports which assist us in monitoring the franchisee’s ~~Standard~~compliance ~~Franchise~~with ~~Program~~its franchise agreement. We make both announced and unannounced inspections of restaurants to review operations, including quality, service and cleanliness and to ensure that our practices and procedures are followed. We have the right to terminate a franchise if a franchisee does not operate and maintain a restaurant in accordance with the requirements of its franchise agreement, including for non-payment of royalties, sale of unauthorized products, bankruptcy or conviction of a felony.

~~Franchisees~~A ~~are~~franchisee ~~required~~who desires to ~~execute~~open amultiple ~~standard~~locations ~~franchise~~in ~~agreement~~a ~~prior~~specific toterritory ~~opening~~within ~~each~~the ~~Nathan’s~~United ~~Famous~~States ~~location.~~may ~~Our~~enter ~~current~~into ~~standard~~an ~~Nathan’s~~area ~~Famous~~development ~~franchise~~ agreement ~~provides~~under ~~for,~~which ~~among~~we ~~other~~would ~~things,~~expect ato ~~one-time~~receive ~~$30,000~~an ~~franchise~~area development fee ~~payable~~based upon ~~execution~~the number of ~~the~~proposed ~~agreement,~~locations awhich ~~monthly~~the ~~royalty~~franchisee ~~payment~~is ~~based~~authorized onto 5open.5% ofWith ~~restaurant~~respect ~~sales~~to ~~and~~our ~~the~~international ~~expenditure~~development, ofwe upgenerally togrant ~~2.0%~~exclusive ofterritorial ~~restaurant~~rights ~~sales~~in onforeign ~~advertising.~~countries ~~The~~for ~~initial~~the ~~term~~development of ~~the~~Nathan’s ~~typical~~locations ~~franchise~~based ~~agreement~~upon iscompliance ~~10 years,~~ with a ~~5-year~~predetermined ~~renewal~~development ~~option~~schedule. ~~by the franchisee~~Additionally, ~~subject~~we tomay ~~conditions~~further ~~contained~~grant inexclusive ~~the~~manufacturing ~~franchise~~and ~~agreement.~~distribution Werights ~~may~~in ~~offer~~foreign ~~alternatives~~countries, toand ~~the~~we ~~standard~~may ~~franchise~~require ~~agreement,~~an ~~having~~exclusivity fee to dobe ~~with~~conveyed ~~the~~for ~~term,~~such ~~franchise~~exclusive ~~royalties, fees or advertising requirements~~rights.

Franchisees are approved on the basis of their business background, evidence of restaurant management experience, net worth and capital available for investment in relation to the proposed scope of the development agreement.9

~~We provide numerous support services to our~~ Nathan’s ~~Famous~~Branded ~~franchisees.~~Menu We assist in and approve all site selections. Thereafter, we provide architectural plans suitable for restaurants of varying sizes and configurations for use in food court, in-line and free-standing locations. We also assist in establishing building design specifications, reviewing construction compliance, equipping the restaurant and providing appropriate menus to coordinate with the restaurant design and location selected by the franchisee.Program

WeOur ~~offer~~Nathan’s ~~various~~Famous ~~training~~Branded ~~courses~~Menu ~~for~~Program ~~management~~enables ~~personnel~~qualified foodservice operators to offer a Nathan’s Famous menu of ~~Company-owned~~Nathan’s ~~and~~World ~~franchised~~Famous ~~restaurants.~~Beef AHot ~~restaurant~~Dogs, ~~manager~~crinkle-cut ~~from~~French ~~each~~fries, ~~restaurant~~proprietary ~~must~~toppings, ~~successfully~~and ~~complete~~a ~~our~~limited ~~mandated~~menu ~~management~~of ~~training~~other ~~program~~Nathan’s products. WeUnder ~~also~~the ~~offer~~Branded ~~additional~~Menu ~~operations~~Program, ~~and~~the ~~general~~operator ~~management~~may ~~training~~use ~~courses~~the ~~for~~Nathan’s ~~all~~Famous ~~restaurant~~trademarks ~~managers~~on signage and ~~other~~as ~~managers~~part ~~with~~of ~~supervisory~~its ~~responsibilities~~menu boards. WeAdditionally, ~~provide~~the ~~standard~~operator ~~manuals~~may touse ~~each~~Nathan’s ~~franchisee~~Famous ~~covering~~paper ~~training~~goods and ~~operations,~~point ~~products~~of sale marketing materials. Nathan’s also provides architectural and ~~equipment~~design services, training and ~~local~~operation ~~marketing~~manuals ~~programs~~in conjunction with this program. WeThe ~~also~~operator ~~provide~~provides ~~ongoing~~Nathan’s ~~advice~~with a fee and ~~assistance~~is required to ~~franchisees~~sign a five-year agreement. We ~~meet~~may ~~with~~offer ~~our~~alternatives ~~franchisees~~ to ~~discuss~~the ~~upcoming~~term ~~marketing~~of ~~events,~~the ~~menu~~typical ~~development~~Branded Menu Program agreement. Nathan’s does not collect a royalty based on the operator’s sales and ~~other~~the ~~topics~~operator is not required to report sales to Nathan’s as required by the standard franchise arrangements. Instead, ~~each~~the ofBranded ~~which~~Menu Program operator is ~~designed~~required to ~~provide~~purchase ~~individual~~products ~~restaurant~~from Nathan’s approved distributors and ~~system-wide~~we ~~benefits~~earn our royalties from such purchases.

~~Franchised~~Arthur restaurants are required to be operated in accordance with uniform operating standards and specifications relating to the selection, quality and preparation of menu items, signage, decor, equipment, uniforms, suppliers, maintenance and cleanliness of premises and customer service. All standards and specifications are developed by us to be applied on a system-wide basis. We regularly monitor franchisee operations and inspect restaurants. Franchisees are required to furnish us with monthly sales or operating reports which assist us in monitoring the franchiseeTreacher’s ~~compliance~~Fish ~~with~~& its franchise agreement. We make both announced and unannounced inspections of restaurants to ensure that our practices and procedures are followed. We have the right to terminate a franchise if a franchisee does not operate and maintain a restaurant in accordance with the requirements of its franchise agreement, including for non-payment of royalties, sale of unauthorized products, bankruptcy or conviction of a felony.Chips

AArthur ~~franchisee~~Treacher’s ~~who~~Fish-n-Chips, ~~desires~~Inc. towas ~~open~~originally ~~multiple~~founded ~~locations~~ in a1969. ~~specific~~Arthur ~~territory~~Treacher’s ~~within~~main ~~the~~product ~~United States may enter into an area development agreement under which we would expect to receive an area development fee based upon the number of proposed locations which the franchisee~~ is ~~authorized~~its to“Original ~~open. With respect to our international development~~Fish-n-Chips,” weconsisting ~~generally grant exclusive territorial rights in foreign countries for the development~~ of ~~Nathan’s~~fish ~~locations~~fillets ~~based~~coated ~~upon compliance~~ with a ~~predetermined~~special ~~development~~batter ~~schedule.~~prepared ~~Additionally,~~under wea ~~may~~proprietary ~~further~~formula, ~~grant~~deep-fried ~~exclusive~~golden ~~manufacturing~~brown, and ~~distribution~~served ~~rights~~with inEnglish-style ~~foreign~~chips ~~countries,~~ and wecorn ~~may~~meal ~~require~~“hush ~~an exclusivity fee to be conveyed for such exclusive rights~~puppies.”

9As of March 30, 2025, Arthur Treacher’s, as a co-brand, was included within 27 Nathan’s Famous restaurants. Additionally, there are four Arthur Treacher’s BMP locations.

~~Nathan’s~~International ~~Branded Menu Program~~Development

~~Our~~As ~~Nathan’s Famous Branded Menu Program enables qualified foodservice operators to offer a Nathan’s Famous menu~~ of ~~Nathan’s~~March ~~World Famous Beef Hot Dogs~~30, ~~crinkle-cut French fries~~2025, ~~proprietary toppings, and a limited menu of other~~ Nathan’s ~~products. Under the Branded Menu Program, the operator may use the Nathan’s~~ Famous ~~trademarks~~franchisees onoperated ~~signage~~72 ~~and~~locations as part of its menu boards. Additionally, the operator may use Nathan’s Famous paper goods and point of sale marketing materials. Nathan’s also provides architectural and design services, training and operation manuals in ~~conjunction~~12 ~~with~~foreign ~~this program~~countries. The operator provides Nathan’s with a fee and is required to sign a five-year agreement. We may offer alternatives to the term of the typical Branded Menu Program agreement. Nathan’s does not collect a royalty based on the operator’s sales and the operator is not required to report sales to Nathan’s as required by the standard franchise arrangements. Instead, the Branded Menu Program operator is required to purchase products from Nathan’s approved distributors and we earn our royalties from such purchases.

~~Arthur~~Through ~~Treacher~~separate licensed manufacturing agreements, Nathan’s ~~Fish~~World &Famous ~~Chips~~Beef Hot Dogs are currently manufactured in Brazil, Germany, Egypt and the United Arab Emirates.

~~Arthur~~We ~~Treacher’s~~continue ~~Fish-n-Chips,~~to ~~Inc.~~pursue ~~was~~international ~~originally~~expansion ~~founded in 1969~~opportunities. ~~Arthur~~During ~~Treacher’s~~fiscal ~~main product is its “Original Fish-n-Chips~~2025,” ~~consisting~~we ofopened ~~fish~~five ~~fillets~~franchised ~~coated~~locations ~~with~~in ~~a special batter prepared under a proprietary formula, deep-fried golden brown, and served with English-style chips and corn meal “hush puppies~~Brazil.”

AsWe ofmay ~~March~~seek ~~31,~~to ~~2024,~~continue ~~Arthur~~granting ~~Treacher’s,~~exclusive asterritorial arights ~~co-brand~~for franchising and for the manufacturing and distribution rights in foreign countries, ~~was~~and ~~included~~we ~~within~~expect 23to ~~Nathan’s~~require ~~Famous~~that ~~restaurants~~an exclusivity fee be conveyed for these rights. ~~Additionally,~~We ~~there~~plan ~~are~~to ~~eight~~develop ~~Arthur~~the ~~Treacher~~restaurant franchising system internationally through the use of master franchising agreements based upon individual or combined use of our existing restaurant concepts and for the distribution of Nathan’s ~~BMP locations~~products.

~~International~~The ~~Development~~following table is a summary of our international operations for the fiscal years ended March 30, 2025 and March 31, 2024: See Item 1A-“Risk Factors.”

As of March 31, 2024, Nathan’s Famous franchisees operated 77 locations in 13 foreign countries.

	March 30,		March 31,
	2025		2024
Total revenue	$	3,864,000	$	5,405,000
Gross profit (a)	$	1,136,000	$	1,308,000

~~Through~~(a) ~~separate~~Gross ~~licensed~~profit ~~manufacturing~~represents ~~agreements,~~the ~~Nathan’s~~difference ~~World~~between ~~Famous~~revenue ~~Beef Hot Dogs are currently manufactured in Brazil, Germany~~ and ~~the~~cost ~~United~~of ~~Arab Emirates~~sales.

~~We continue to pursue international expansion opportunities. During fiscal 2024, we opened franchised locations in Egypt, Mexico and the United Arab Emirates.~~10

WeLocation may seek to continue granting exclusive territorial rights for franchising and for the manufacturing and distribution rights in foreign countries, and we expect to require that an exclusivity fee be conveyed for these rights. We plan to develop the restaurant franchising system internationally through the use of master franchising agreements based upon individual or combined use of our existing restaurant concepts and for the distribution of Nathan’s products.Summary

The following table isshows athe ~~summary~~number of our ~~international~~Company-owned ~~operations~~and ~~for~~franchised ~~the~~restaurants ~~fiscal~~in ~~years~~operation ~~ended~~at March 3130, ~~2024~~2025 and ~~March~~their ~~26,~~geographical ~~2023~~distribution: ~~See Item 1A-“Risk Factors.”~~

	March 31,		March 26,
Domestic Locations	Company		Franchise (1)		Total (1)
	2024		2023
Connecticut		-		3		3
Total revenue	$	5,405,000	$	5,898,000
Florida		-		21		21
Gross profit (a)	$	1,308,000	$	1,387,000
Georgia		-		3		3
Kentucky		-		1		1
Maryland		-		1		1
Massachusetts		-		4		4
Missouri		-		1		1
Nevada		-		7		7
New Jersey		-		21		21
New York		4		75		79
North Carolina		-		4		4
Ohio		-		1		1
Pennsylvania		-		8		8
Rhode Island		-		2		2
South Carolina		-		4		4
Texas		-		1		1
Virginia		-		1		1
Domestic Subtotal		4		158		162

(a) Gross profit represents the difference between revenue and cost of sales.

International Locations	Company		Franchise (1)		Total (1)
Brazil		-		8		8
Dominican Republic		-		6		6
Egypt		-		3		3
France		-		8		8
Kazakhstan		-		3		3
Mexico		-		2		2
Panama		-		4		4
Philippines		-		4		4
Spain		-		1		1
Ukraine (2)		-		27		27
United Arab Emirates		-		4		4
United Kingdom		-		2		2
International Subtotal		-		72		72
Grand Total		4		230		234

10(1) Units operating pursuant to our Branded Product Program and our virtual kitchens are excluded.

~~Location~~(2) ~~Summary~~Two locations are temporarily closed due to construction.

~~The~~Branded ~~following~~Product ~~table shows the number of our Company-owned and franchised restaurants in operation at March 31, 2024 and their geographical distribution:~~Program

Domestic Locations	Company	Franchise (1)	Total (1)
Connecticut	-	3	3
Florida	-	21	21
Georgia	-	4	4
Kentucky	-	2	2
Maryland	-	1	1
Massachusetts	-	4	4
Missouri	-	1	1
Nevada	-	7	7
New Jersey	-	22	22
New York	4	63	67
North Carolina	-	4	4
Ohio	-	2	2
Pennsylvania	-	10	10
Rhode Island	-	2	2
South Carolina	-	3	3
Texas	-	2	2
Virginia	-	2	2
Domestic Subtotal	4	153	157

Our Branded Product Program contributed $91,828,000 and $86,489,000 in revenue in fiscal 2025 and fiscal 2024, respectively. The total volume of hot dogs sold in the Branded Product Program achieved its highest levels in fiscal 2025 topping the previous volume records established in fiscal 2024.

International Locations	Company	Franchise (1)	Total (1)
Brazil	-	3	3
Dominican Republic	-	6	6
Egypt	-	3	3
France	-	8	8
Kazakhstan	-	3	3
Kingdom of Saudi Arabia	-	10	10
Mexico	-	2	2
Panama	-	4	4
Philippines	-	4	4
Spain	-	1	1
Ukraine	-	27	27
United Arab Emirates	-	4	4
United Kingdom	-	2	2
International Subtotal	-	77	77
Grand Total	4	230	234

In fiscal 2025, we continued to experience inflationary pressures on commodity prices, including beef and beef trimmings. Our average cost of hot dogs during fiscal 2025 was approximately 7% higher than during fiscal 2024. Our average cost of hot dogs during fiscal 2024 was approximately 10% higher than fiscal 2023. We are unable to predict the future cost of our hot dogs and expect to experience price volatility for our beef products during fiscal 2026.

~~(1) Units operating pursuant to our Branded Product Program and our virtual kitchens are excluded.~~11

As of March 30, 2025, the Branded Product Program distributed product in all 50 states, the District of Columbia, Puerto Rico, Canada, the U.S. Virgin Islands, Guam and Mexico. Pursuant to the Branded Product Program, Nathan’s World Famous Beef Hot Dogs are being offered in national restaurant chains such as Auntie Anne’s, Johnny Rockets, Cheesecake Factory, Beef ‘O’ Brady’s and Lazy Dog; national movie theater chains such as Regal Entertainment and National Amusements; amusement parks such as Universal Studios, Disneyland California and Herschend Family Entertainment; casino hotels such as Foxwoods Casino in Connecticut; convenience store chains such as RaceTrac; and golf courses and country clubs. The Branded Product Program also distributes product in professional sports arenas with Nathan’s World Famous Beef Hot Dogs being served in stadiums and arenas that host the New York Yankees, New York Mets, Tampa Bay Rays, Brooklyn Nets, Dallas Cowboys, and Green Bay Packers.

~~Our~~Additionally, ~~Branded~~our ~~Product~~products ~~Program~~are ~~contributed~~offered ~~$86,489,000~~in ~~and~~numerous ~~$78,884,000~~other infoodservice ~~revenue~~operations inincluding ~~fiscal~~business ~~2024~~office cafeterias, snack bars and ~~fiscal~~vending ~~2023,~~machines ~~respectively.~~located ~~The~~in ~~total~~many ~~volume~~different types of ~~hot~~foodservice ~~dogs~~outlets ~~sold~~and invenues, ~~the~~including ~~Branded~~airports, ~~Product~~highway ~~Program~~travel ~~achieved~~plazas, ~~its~~colleges ~~highest~~and ~~historic~~universities, ~~levels~~gas inand ~~fiscal~~convenience ~~2024~~stores, military installations, and ~~increased~~Veterans byAdministration ~~approximately~~hospitals 2%throughout ~~over~~the ~~fiscal~~United ~~2023~~States.

InNathan’s ~~fiscal~~expects ~~2024,~~to wecontinue ~~continued~~ to ~~experience~~seek ~~inflationary~~out ~~pressures on commodity prices, including beef~~ and ~~beef~~evaluate ~~trimmings.~~a ~~Our~~variety ~~average cost~~ of ~~hot~~alternative ~~dogs~~environments ~~during~~designed ~~fiscal 2024 was approximately 10% higher than during fiscal 2023. Our average cost of hot dogs during fiscal 2023 was approximately 1.4% higher than fiscal 2022. We are unable~~ to ~~predict~~maximize ~~the future cost of our hot dogs~~ and ~~expect~~ to ~~experience~~grow ~~price volatility for~~ our ~~beef~~Branded ~~products~~Product ~~during fiscal 2025~~Program.

11Licensing Program

AsPursuant ofto an agreement expiring in March 312032, ~~2024~~Smithfield Foods, Inc., has been granted, among other things, (i) the ~~Branded~~exclusive ~~Product~~right ~~Program~~and ~~distributed~~obligation ~~product~~to manufacture, distribute, market and sell “Nathan’s Famous” branded hot dogs, and sausages in ~~all~~refrigerated 50consumer ~~states~~packages to be resold through retail channels (e.g., supermarkets, groceries, mass merchandisers and club stores) within the ~~District~~United States, (ii) a right of ~~Columbia,~~first ~~Puerto~~offer ~~Rico~~to license any other “Nathan’s Famous” branded refrigerated meat products in consumer packages to be resold through retail channels within the United States, ~~Canada~~on terms to be negotiated in good faith, (iii) the ~~U.S.~~right ~~Virgin~~and ~~Islands,~~obligation ~~Guam~~to manufacture “Nathan’s Famous” branded hot dog and ~~Mexico.~~sausage ~~Pursuant~~products toin bulk for use in the ~~Branded~~food ~~Product~~service ~~Program~~industry within the United States, and (iv) the non-exclusive right and obligation to supply “Nathan’s ~~World~~ Famous” ~~Beef~~natural ~~Hot~~casing ~~Dogs~~and ~~are~~skinless ~~being~~hot ~~offered~~dogs in ~~national~~bulk for use in the “Nathan’s Famous” restaurant ~~chains~~system ~~such~~within asthe ~~Auntie~~United ~~Anne~~States. The agreement provides for royalties on packaged products sold to supermarkets, club stores and grocery stores, payable on a monthly basis to the Company equal to 10.8% of net sales, subject to minimum annual guaranteed royalties. Pursuant to this agreement, Nathan’s, ~~Hot~~earned ~~Dog~~royalties Onof Aapproximately ~~Stick~~$31,869,000 ~~Johnny~~in ~~Rockets~~fiscal 2025 and ~~Lazy~~$28,456,000 ~~Dog;~~in ~~national~~fiscal ~~movie~~2024 ~~theater~~representing ~~chains~~approximately ~~such~~22% asand ~~Regal~~21% ~~Entertainment~~of total revenues, ~~National~~respectively. ~~Amusements~~We believe our future operating results will continue to be substantially impacted by the terms and ~~Cinemex~~conditions inof ~~Mexico;~~the ~~amusement~~agreement ~~parks~~with ~~such~~Smithfield asFoods, ~~Universal~~Inc., ~~Studios;~~but ~~casino~~there ~~hotels~~can ~~such~~be asno ~~Foxwoods~~assurance ~~Casino~~thereof in(See ~~Connecticut;~~Item ~~convenience~~1A ~~store~~- ~~chains~~“Risk ~~such~~Factors”). asSmithfield ~~RaceTrac;~~Foods, Inc. has also licensed from us the right to manufacture and ~~golf~~sell ~~courses~~branded hot dogs and ~~country~~sausages ~~clubs~~to select foodservice accounts. Pursuant to this arrangement, we earned royalties of $1,720,000 and $1,611,000 during the fiscal 2025 and 2024 periods, respectively. The ~~Branded~~majority ~~Products~~of ~~Program~~these ~~also~~royalties ~~distributes~~were ~~product~~earned infrom ~~professional~~one ~~sports~~company. As ~~arenas~~of ~~with~~March 30, 2025, packaged Nathan’s World Famous Beef Hot Dogs ~~being~~continued ~~served~~to be sold in ~~stadiums~~supermarkets, ~~and~~mass ~~arenas~~merchandisers ~~that~~and ~~host~~club ~~the~~stores ~~New~~including ~~York~~Walmart, ~~Yankees~~Kroger, ~~New~~Ahold, ~~York~~Publix, ~~Mets~~Albertsons, ~~Miami~~Safeway, ~~Marlins~~ShopRite, ~~Tampa~~Target, ~~Bay~~Sam’s ~~Rays~~Club, ~~Brooklyn~~Costco ~~Nets~~and BJ’s Wholesale Club located in all 50 states. We believe that the overall exposure of the brand and opportunity for consumers to enjoy the Nathan’s World Famous Beef Hot Dog in their homes helps promote “Nathan’s Famous” restaurant patronage. Royalties earned under the retail agreement, ~~Dallas~~including ~~Cowboys~~the foodservice program, ~~and~~were ~~Green~~approximately ~~Bay~~90% ~~Packers~~of our fiscal 2025 period license revenues.

~~Additionally,~~We ~~our~~license ~~products~~the ~~are~~manufacture ~~offered~~of inthe ~~numerous~~proprietary ~~other~~spices ~~foodservice~~which ~~operations~~are ~~including~~used ~~business~~to ~~office~~produce ~~cafeterias,~~Nathan’s ~~snack~~World ~~bars~~Famous ~~and~~Beef ~~vending~~Hot ~~machines~~Dogs ~~located~~to inSaratoga ~~many~~Specialties, ~~different~~Inc., ~~types~~a wholly-owned subsidiary of ~~foodservice~~Solina. ~~outlets~~During fiscal 2025 and ~~venues~~2024, ~~including~~we ~~airports,~~earned ~~highway~~royalties ~~travel~~of ~~plazas~~$1,559,000 ~~colleges~~ and ~~universities~~$1,371,000, ~~gas~~respectively, ~~and~~from ~~convenience~~this ~~stores,~~license. ~~military~~Through ~~installations~~this agreement, ~~and~~we ~~Veterans~~control ~~Administration~~the ~~hospitals~~manufacture ~~throughout~~of ~~the~~all ~~United~~“Nathan’s ~~States.~~Famous” branded hot dogs.

During fiscal 2025, our licensee, Lamb Weston Holdings, Inc., continued to produce and distribute Nathan’s ~~expects~~Famous tofrozen ~~continue~~crinkle-cut toFrench ~~seek~~fries ~~out~~and onion rings. These products were distributed within 41 states during fiscal 2025. During fiscal 2025 and ~~evaluate~~2024, awe ~~variety~~earned royalties of ~~alternative~~$1,649,000 ~~environments~~and ~~designed~~$1,528,000, respectively, under this agreement. Lamb Weston, Inc. exercised its fourth option to ~~maximize~~extend ~~and~~the license agreement through July 2028, pursuant to ~~grow~~which ~~our~~the ~~Branded~~minimum ~~Product~~royalties ~~Program~~will increase 5% annually.

~~Licensing Program~~12

~~Pursuant~~During tofiscal ~~an agreement expiring in March 2032~~2025, ~~Smithfield~~our ~~Foods~~licensee, ~~Inc.,~~Bran-Zan ~~has been granted~~Holdings, ~~among~~LLC ~~other~~continued ~~things,~~to ~~(i)~~produce ~~the exclusive right~~ and ~~obligation to manufacture,~~ distribute, ~~market~~miniature ~~and~~bagel ~~sell “Nathan’s Famous” branded hot~~ dogs, ~~and sausages~~ franks-in ~~refrigerated consumer packages to be resold through retail channels (e.g., supermarkets, groceries, mass merchandisers and club stores) within the United States, (ii)~~ -a ~~right of first offer to license any other “Nathan’s Famous” branded refrigerated meat products in consumer packages to be resold through retail channels within the United States~~-blanket, onmozzarella ~~terms to be negotiated in good faith~~sticks, ~~(iii)~~corn ~~the right and obligation to manufacture “Nathan’s Famous” branded hot~~ dog ~~and sausage products in bulk for use in the food service industry within the United States~~nuggets, ~~and~~other ~~(iv)~~hors ~~the non-exclusive right and obligation to supply “Nathan~~d’soeuvres ~~Famous” natural casing~~ and ~~skinless~~bottled ~~hot~~mustard ~~dogs~~through ~~in bulk for use in the “Nathan’s Famous” restaurant system within the United States. The agreement provides for royalties on packaged products sold to supermarkets,~~ club stores ~~and grocery stores~~, ~~payable on a monthly basis to the Company equal to 10.8% of net sales~~supermarkets, ~~subject~~and toother ~~minimum~~retail ~~annual~~food ~~guaranteed royalties~~stores. ~~Pursuant~~During ~~to this agreement, Nathan’s earned royalties of approximately $28,456,000 in~~ fiscal ~~2024~~2025 and ~~$28~~2024,~~688,000~~ in fiscal 2023 representing approximately 21% and 22% of total revenues, respectively. We believe our future operating results will continue to be substantially impacted by the terms and conditions of the agreement with Smithfield Foods, Inc., but there can be no assurance thereof (See Item 1A - “Risk Factors”). Smithfield Foods, Inc. has also licensed from us the right to manufacture and sell branded hot dogs and sausages to select foodservice accounts. Pursuant to this arrangement, we earned royalties of $1350,~~611,~~000 and $1296,~~310,~~000 ~~during the fiscal 2024 and 2023 periods~~, respectively~~. The majority of these royalties were earned from one company. As of March 31~~, 2024, packaged Nathan’s World Famous Beef Hot Dogs continued to be sold in supermarkets, mass merchandisers and club stores including Walmart, Kroger, Ahold, Publix, Albertsons, Safeway, ShopRite, Target, Sam’s Club, Costco and BJ’s Wholesale Club located in all 50 states. We believe that the overall exposure of the brand and opportunity for consumers to enjoy the Nathan’s World Famous Beef Hot Dog in their homes helps promote “Nathan’s Famous” restaurant patronage. Royalties earned under ~~the~~this ~~retail~~ agreement~~, including the foodservice program, were approximately 90% of our fiscal 2024 period license revenues~~.

WeDuring ~~license~~fiscal ~~the~~2025, ~~manufacture~~our oflicensee, ~~the~~Hermann ~~proprietary~~Pickle ~~spices~~Packers, ~~which~~Inc. ~~are~~continued ~~used~~ to produce and distribute Nathan’s ~~World~~ Famous ~~Beef Hot Dogs to Saratoga Specialties, Inc~~pickles., ~~a wholly-owned subsidiary of Solina.~~ During fiscal ~~2024~~2025 and ~~2023~~2024, we earned royalties of $1271,~~371,~~000 and $1319,~~298,~~000, respectively, ~~from~~under this ~~license. Through this~~ agreement~~, we control the manufacture of all “Nathan’s Famous” branded hot dogs~~.

~~During~~Provisions ~~fiscal 2024, our licensee, Lamb Weston Holdings, Inc., continued to produce~~ and distribute Nathan’s Famous frozen crinkle-cut French fries and onion rings. These products were distributed within 40 states, primarily on the East Coast, Southwest and West Coast during fiscal 2024. During fiscal 2024 and 2023, we earned royalties of $1,528,000 and $1,501,000, respectively, under this agreement. For the contract year ended in July 2023 we earned royalties of $995,000 in excess of the annual minimum. Lamb Weston, Inc. continues to seek to further expand its market penetration throughout the United States. Lamb Weston, Inc. exercised its fourth option to extend the license agreement through July 2028, pursuant to which the minimum royalties will increase 5% annually.Supplies

12Nathan’s World Famous Beef Hot Dogs are primarily manufactured by Smithfield Foods, Inc. for sale at retail, for our Branded Product Program and for our restaurant system. Smithfield Foods, Inc. and another hot dog manufacturer supply the hot dogs for our Company-owned and franchised restaurants. All hot dogs are manufactured in accordance with Nathan’s recipes, quality standards and proprietary spice formulations. Nathan’s believes that it has reliable sources of supply; however, in the event of any significant disruption in supply, management believes that alternative sources of supply are available. (See Item 1A- “Risk Factors”). Saratoga Specialties, Inc,. a wholly-owned subsidiary of Solina, produces Nathan’s proprietary spice formulations. In the past, we engaged Newly Weds Foods, Inc. as an alternative source of supply. Our frozen crinkle-cut French fries have been produced primarily by Lamb Weston, Inc.

~~During~~Most ~~fiscal~~other ~~2024,~~Company ~~our~~provisions ~~licensee,~~are ~~Bran-Zan~~purchased ~~Holdings,~~from ~~LLC~~multiple ~~continued~~sources to ~~produce~~prevent disruption in supply and ~~distribute~~to ~~miniature~~obtain ~~bagel~~competitive ~~dogs,~~prices. ~~franks-in-a-blanket,~~We ~~mozzarella~~approve ~~sticks,~~all ~~corn~~products ~~dog~~and ~~nuggets,~~product ~~other~~specifications. ~~hors~~We ~~d’oeuvres~~negotiate ~~and~~directly ~~bottled~~with ~~mustard~~our ~~through~~suppliers ~~club~~on ~~stores,~~behalf ~~supermarkets,~~of ~~and~~the ~~other~~entire ~~retail~~system ~~food~~for ~~stores.~~all ~~During~~primary ~~fiscal~~food ~~2024~~ingredients and ~~2023,~~beverage weproducts ~~earned~~sold ~~royalties~~in ofthe ~~$296,000~~restaurants ~~and~~in ~~$340,000,~~an ~~respectively,~~effort ~~under~~to ~~this~~ensure ~~agreement~~adequate supply of high-quality items at competitive prices.

~~During~~We ~~fiscal~~currently ~~2024~~utilize a cooperative distribution system pursuant to an agreement with National Distribution Alliance, a UniPro Solutions Company, which is comprised of institutional food and non-food distributors organized to procure, distribute, and market food service and non-food merchandise for the distribution needs of our ~~licensee~~domestic restaurant system. The initial term of the agreement was for five years through November 15, ~~Hermann~~2022. ~~Pickle~~The ~~Packers~~agreement was subsequently amended and extended through June 30, ~~Inc~~2027. ~~continued~~We believe this arrangement allows for more flexibility in expanding into new markets throughout the United States, as well as proves to ~~produce~~be ~~and~~cost ~~distribute~~efficient ~~Nathan’s~~for ~~Famous~~our ~~pickles~~current franchisees. ~~During~~The ~~fiscal~~strategic ~~2024~~distribution partners under this agreement include: DiCarlo Distributors, Inc., Tapia Brothers Company and ~~2023~~Feesers, weInc. ~~earned~~Our ~~royalties~~branded ofproducts ~~$319~~are delivered to our ultimate customers throughout the country by numerous distributors,~~000~~ ~~and~~including ~~$318~~US Foodservice,~~000~~ Inc., ~~respectively~~SYSCO Corporation, ~~under~~Performance ~~this~~Food ~~agreement~~Group Company, McLane Company, Inc. and DOT Foods.

~~Provisions~~Marketing, Promotion and ~~Supplies~~Advertising

Nathan’s ~~World~~believes ~~Famous~~that ~~Beef~~an ~~Hot~~integral ~~Dogs~~part ~~are~~of ~~primarily~~its ~~manufactured~~brand bymarketing ~~Smithfield~~strategy ~~Foods,~~is ~~Inc.~~to ~~for~~continue ~~sale~~to bybuild ~~our~~brand awareness through its complimentary points of distribution strategy of selling its signature products through Company-owned and franchised restaurants (including virtual kitchens), the Branded Product Program, ~~our~~the ~~restaurant~~Branded ~~system~~Menu Program, and atthrough retail. ~~Smithfield~~grocery ~~Foods~~channels including supermarkets, ~~Inc.~~mass merchandisers and ~~another~~club ~~hot~~stores. ~~dog~~We ~~manufacturer~~believe ~~supply~~that ~~the~~as ~~hot~~we ~~dogs~~continue ~~for~~to build brand awareness and expand our ~~Company-owned~~reputation for quality and ~~franchised~~value, ~~restaurants.~~we ~~All~~will ~~hot~~continue ~~dogs~~to ~~are~~seek ~~manufactured~~to ingrow ~~accordance~~existing ~~with~~markets and expand into new markets. The Nathan’s ~~recipes,~~Famous ~~quality~~brand ~~standards~~continues to enjoy tremendous exposure and ~~proprietary~~awareness ~~spice~~from ~~formulations.~~our Nathan’s ~~believes~~Famous ~~that~~International itHot ~~has~~Dog ~~reliable~~Eating ~~sources~~Contests. ofIn ~~supply; however~~2024, inwe ~~the~~held ~~event~~regional ofcontests ~~any~~in ~~significant~~Grand ~~disruption~~Rapids, inMichigan; ~~supply~~Cleveland, ~~management~~Ohio; ~~believes~~San ~~that~~Francisco, ~~alternative~~California, ~~sources~~and ofWashington ~~supply~~D.C. ~~are~~We ~~available.~~also ~~(See~~held ~~Item~~our ~~1A-~~first ~~“Risk~~international ~~Factors”). Saratoga~~contest ~~Specialties,~~in ~~Inc~~Selsey, England. aIn ~~wholly-owned~~2025, ~~subsidiary~~we ofexpect ~~Solina,~~to ~~produces~~hold ~~Nathan’s~~regional ~~proprietary~~contests ~~spice~~in ~~formulations~~Hershey Park, ~~and~~Pennsylvania; weLake ~~have~~Compounce, inConnecticut; ~~the~~Cleveland, ~~past~~Ohio; Shawnee, ~~engaged~~Kansas; ~~Newly~~Pleasanton, ~~Weds~~California; ~~Foods~~and Washington, ~~Inc~~D.C. asThese anregional ~~alternative~~contests ~~source~~culminate ofon ~~supply.~~July ~~Our~~4th ~~frozen~~as ~~crinkle-cut~~the ~~French~~regional ~~fries~~champions ~~have~~meet ~~been~~at ~~produced~~our ~~primarily~~flagship byrestaurant ~~Lamb~~in ~~Weston,~~Coney ~~Inc~~Island for the international championship.

Most other Company provisions are purchased from multiple sources to prevent disruption in supply and to obtain competitive prices. We approve all products and product specifications. We negotiate directly with our suppliers on behalf of the entire system for all primary food ingredients and beverage products sold in the restaurants in an effort to ensure adequate supply of high-quality items at competitive prices.13

WeNathan’s ~~currently~~Famous ~~utilize~~continues ato ~~cooperative~~look ~~distribution system pursuant~~ to ansports ~~agreement~~sponsorships ~~with~~as ~~UniPro~~a ~~Foodservice,~~strategic ~~Inc.,~~marketing ~~National~~opportunity ~~Distribution Alliance (formerly the Multi-Unit Group), which is comprised of institutional food and non-food distributors organized~~ to ~~procure,~~further ~~distribute,~~brand ~~and market food service and non-food merchandise for the distribution needs of our domestic restaurant system~~recognition. ~~The~~In ~~initial~~addition ~~term~~to of the ~~agreement~~branded ~~was~~signage ~~for five years through November 15~~opportunity, ~~2022.~~Nathan’s ~~The~~sells ~~agreement~~its ~~was~~Nathan’s ~~subsequently~~World ~~renewed~~Famous ~~through~~Beef ~~June~~Hot ~~30,~~Dogs ~~2025,~~ and ~~continuing~~crinkle-cut ~~for~~French ~~two (2) successive one (1) year renewal periods upon mutual consent~~fries. WeIn ~~believe~~many ~~this arrangement allows for more flexibility in expanding into new markets throughout the United States~~venues, asNathan’s ~~well~~World asFamous ~~proves~~Beef toHot beDogs ~~cost~~and ~~efficient~~crinkle-cut ~~for~~French ~~our~~fries ~~current~~are ~~franchisees.~~sold ~~The~~at ~~strategic distribution partners under this agreement include: DiCarlo Distributors, Inc., Tapia Brothers Co., Cheney Brothers, Inc., Feesers, Inc., Hillcrest Foods, Sutherland~~Nathan’s ~~Foodservice,~~concession stands and ~~Chain~~as ~~Distribution~~menu ~~Services~~items ~~LLC. Our~~that ~~branded products~~ are ~~delivered~~served toin ~~our~~suites ~~ultimate~~and ~~customers~~ throughout ~~the~~premium ~~country~~seating ~~by numerous distributors, including US Foodservice, Inc~~areas., ~~SYSCO~~Our ~~Corporation,~~current ~~Performance~~professional ~~Food~~sports ~~Group~~sponsorships ~~Company, McLane Company, Inc. and DOT Foods.~~include:

~~Marketing,~~● ~~Promotion~~Baseball: ~~and~~Yankee ~~Advertising~~Stadium – New York Yankees; Citi Field – New York Mets; Tropicana Field – Tampa Bay Rays (temporarily relocated to Steinbrenner Field due to damage sustained by Hurricane Milton in October 2024); and

~~Nathan’s~~● ~~believes~~Basketball: that an integral part of its brand marketing strategy is to continue to build brand awareness through its complimentary points of distribution strategy of selling its signature products through Company-owned and franchised restaurants (including virtual kitchens), the Branded Product Program, the Branded Menu Program, and through retail grocery channels including supermarkets, mass merchandisers and club stores. We believe that as we continue to build brand awareness and expand our reputation for quality and value, we will continue to seek to grow existing markets and expand into new markets. The ~~Nathan’s~~Barclays ~~Famous~~Center ~~brand~~– ~~continues~~Brooklyn ~~to enjoy tremendous exposure and awareness from our Nathan’s Famous Hot Dog Eating Contests. In 2023, we held regional contests in Kissimmee, Florida~~Nets; ~~Berea, Ohio; Dayton, Ohio; Cincinnati, Ohio; Pleasanton, California~~ and Washington, D.C. In 2024, we expect to hold regional contests in Grand Rapids, Michigan; Cleveland, Ohio; San Francisco, California and Washington D.C. These regional contests culminate on July 4th as the regional champions meet at our flagship restaurant in Coney Island for the national championship.

13● Football: AT&T Stadium – Dallas Cowboys; Lambeau Field – Green Bay Packers.

~~Nathan’s~~We ~~Famous~~believe ~~continues~~that tothe ~~look~~Company’s tooverall ~~sports~~sales ~~sponsorships~~and asexposure ahave ~~strategic~~been ~~marketing~~complemented ~~opportunity~~by ~~to further brand recognition. In addition to~~ the ~~branded~~sales ~~signage~~of ~~opportunity,~~ Nathan’s ~~sells its Nathan’s~~ World Famous Beef Hot Dogs and ~~crinkle-cut~~other ~~French~~Nathan’s ~~fries.~~products Inthrough ~~many~~the ~~venues,~~publicity ~~Nathan’s~~generated ~~World~~by ~~Famous~~our ~~Beef~~International Hot ~~Dogs~~Dog Eating Contests and ~~crinkle-cut~~our ~~French~~affiliation ~~fries~~with ~~are~~a ~~sold~~number atof ~~Nathan’s~~high ~~concession~~profile ~~stands~~sports ~~and~~arenas. asIn ~~menu~~addition ~~items~~to ~~that~~marketing ~~are~~our ~~served~~products inat ~~suites~~these ~~and~~venues, ~~throughout~~the ~~premium~~Nathan’s ~~seating~~Famous ~~areas.~~brand ~~Our~~has ~~current~~also ~~professional~~been ~~sports~~televised ~~sponsorships~~regionally, ~~include:~~nationally and internationally.

●We ~~Baseball:~~maintain ~~Yankee~~an ~~Stadium~~advertising –fund ~~New~~for ~~York~~local, ~~Yankees;~~regional ~~Citi~~and ~~Field~~national –advertising ~~New~~under ~~York~~the ~~Mets;~~Nathan’s ~~LoanDepot~~Famous ~~Park~~Systems, –Inc. ~~Miami~~Franchise ~~Marlins;~~Agreement. ~~Tropicana~~Nathan’s ~~Field~~Famous –franchisees ~~Tampa~~are ~~Bay~~generally ~~Rays;~~required to spend on local marketing activities or contribute to the advertising fund up to 2.5% of restaurant sales for advertising and promotion. Franchisee contributions to the advertising fund for national marketing support are generally based upon the type of restaurant and its location. The difference, if any, between 2.5% and the contribution to the advertising fund are to be expended on local programs approved by us as to form, content and method of dissemination. Certain franchisees, including those operating pursuant to our Branded Menu Program were not obligated to contribute to the advertising fund during fiscal 2025. Some vendors that supply products to the Company and our restaurant system also contribute to the advertising fund based upon purchases made by our franchisees and our Company-owned restaurants.

●In ~~Basketball:~~fiscal ~~The~~2025, ~~Barclays~~Nathan’s ~~Center~~marketing –efforts ~~Brooklyn~~were ~~Nets;~~largely focused on the annual July 4th International Hot Dog Eating Contest and its sports sponsorships, as well as digital and social media to promote the brand, to drive awareness of menu offerings, and to generate traffic. This past year there was an increased emphasis on point of purchase materials and updating menu boards to showcase new and existing menu items.

●Nathan’s ~~Football:~~marketing ~~AT&T~~efforts ~~Stadium~~include –employing ~~Dallas~~an ~~Cowboys;~~“always ~~Lambeau~~on” ~~Field~~social –media ~~Green~~strategy ~~Bay~~to ~~Packers~~support the brand and franchise operations through our centralized brand presence. The social media objectives include increasing our reach among our core customer base, while building brand awareness amongst the engaged younger generation.

WeThe ~~believe~~objective ~~that~~of ~~the~~our ~~Company’s~~Branded ~~overall~~Product ~~sales~~Program ~~and~~has ~~exposure~~historically ~~have~~ been ~~complemented~~to byseek ~~the~~to ~~sales~~provide ofour ~~Nathan’s~~foodservice ~~World~~operator ~~Famous~~customers ~~Beef~~with ~~Hot~~value-added, ~~Dogs~~premium ~~and~~quality ~~other Nathan’s~~ products ~~through~~supported ~~the~~with ~~publicity~~differentiated ~~generated~~point byof ~~our~~sale ~~Hot~~materials ~~Dog Eating Contests~~ and ~~our~~other ~~affiliation~~forms ~~with a number~~ of ~~high~~operational ~~profile sports arenas~~support. ~~In addition to marketing our products at these venues, the Nathan’s Famous brand has also been televised regionally, nationally and internationally.~~

WeDuring ~~maintain~~fiscal ~~an advertising fund for local~~2025, ~~regional and national advertising under the~~ Nathan’s ~~Famous Systems, Inc. Franchise Agreement. Nathan’s Famous franchisees are generally required to spend on local~~ marketing ~~activities~~efforts orfor ~~contribute to~~ the ~~advertising~~Branded ~~fund~~Product upProgram toconcentrated ~~2.0%~~primarily ofon ~~restaurant~~participation ~~sales~~in ~~for advertising and promotion. Franchisee contributions to the advertising fund for~~ national ~~marketing~~industry ~~support~~trade ~~are~~shows, ~~generally~~as ~~based~~well ~~upon~~as ~~the~~regional ~~type of restaurant~~ and ~~its~~local ~~location.~~distributor ~~The~~trade ~~difference, if any, between 2~~events.0% ~~and~~We ~~the~~have ~~contribution~~also toadvertised ~~the~~our ~~advertising~~products ~~fund~~in ~~are~~distributor ~~to be expended on local programs approved by us as to form, content~~ and ~~method~~trade ~~of dissemination~~periodicals. ~~Certain~~New ~~franchisees,~~arrangements ~~including~~with ~~those operating pursuant to our~~ Branded ~~Menu~~Product Program ~~were~~points ~~not~~of ~~obligated~~sale toare ~~contribute~~achieved tothrough the ~~advertising~~combined ~~fund~~efforts ~~during~~of ~~fiscal~~Company ~~2024.~~personnel ~~Some~~and ~~vendors~~a ~~that~~network ~~supply~~of ~~products~~foodservice tobrokers ~~the Company~~ and ~~our~~distributors ~~restaurant~~who ~~system~~are also ~~contribute~~responsible tofor ~~the~~direct ~~advertising~~sales ~~fund~~to ~~based~~national, ~~upon~~regional ~~purchases made by our franchisees~~ and at“street” ~~Company-owned restaurants~~accounts.

InDuring fiscal ~~2024~~2026, ~~Nathan’s~~we ~~marketing~~may ~~efforts~~seek ~~were~~to ~~largely~~further ~~focused~~expand onour ~~the~~internal ~~annual~~marketing ~~July~~resources ~~4th~~along ~~Hot~~with ~~Dog~~our ~~Eating~~network ~~Contest~~of foodservice brokers and ~~its~~distributors. ~~sports~~We ~~sponsorships,~~may asattempt ~~well~~to emphasize specific venues as ~~digital~~we expand our broker network, focus management and ~~social~~broker ~~media~~responsibilities toon ~~drive~~a ~~customers~~regional ~~directly~~basis toand expand the ~~online~~use ~~menus~~ of ~~our~~sales ~~franchisees~~incentive programs. ~~This~~We ~~included~~continue ~~geo-targeted~~to ~~efforts~~expand ~~and~~our ~~direct~~use ~~mail~~of toFacebook, ~~generate~~Instagram ~~awareness~~ and ~~sales~~X ~~through~~(formerly ~~third~~known ~~party~~as ~~delivery platforms~~Twitter).

Nathan’s marketing efforts include employing an “always on” social media strategy to support the brand and franchise operations through our centralized brand presence. The social media objectives include increasing our reach among our core customer base, while building brand awareness amongst the engaged younger generation.14

~~The~~Human ~~objective~~Capital of our Branded Product Program has historically been to seek to provide our foodservice operator customers with value-added, premium quality products supported with differentiated point of sale materials and other forms of operational support.

~~During~~As ~~fiscal~~of ~~2024~~March 30, ~~Nathan’s~~2025, ~~marketing efforts for~~ the ~~Branded~~Company ~~Product~~employed ~~Program~~131 ~~concentrated primarily on participation in national industry trade shows~~people, as30 ~~well~~of aswhom ~~regional~~were ~~and~~corporate ~~local~~management ~~distributor trade events. We have also advertised our products in distributor~~ and ~~trade~~administrative ~~periodicals.~~employees, ~~New~~18 ~~arrangements with Branded Product Program points~~ of ~~sale~~whom ~~are~~were ~~achieved~~restaurant ~~through~~managers ~~the combined efforts of Company personnel~~ and a83 ~~network~~ of ~~foodservice~~whom ~~brokers~~were ~~and~~hourly ~~distributors~~full-time ~~who are also responsible for direct sales to national, regional~~ and ~~“street”~~part-time ~~accounts~~foodservice employees.

~~During~~As ~~fiscal~~of March 30, 2025, weapproximately ~~may~~44% ~~seek to further expand our internal marketing resources along with our network~~ of ~~foodservice brokers and distributors. We may attempt to emphasize specific venues as we expand~~ our ~~broker~~employees ~~network,~~were ~~focus~~female ~~management~~ and ~~broker~~approximately ~~responsibilities~~68% ~~on a regional basis and expand the use~~ of ~~sales incentive programs. We continue to upgrade~~ our ~~social~~employee ~~media~~population ~~platforms~~were bycomprised ~~enhancing and expanding our use~~ of ~~Facebook,~~racial ~~Instagram~~ and Xethnic ~~(formerly known as Twitter)~~minorities.

14We generally employ approximately 240-250 seasonal employees during the spring and summer months. Food service employees at two Company-owned restaurants are currently represented by Local 1102 RWSDU UFCW AFL-CIO, CLC, Retail, Wholesale and Department Store Union, under an agreement that expires on June 30, 2026. Employees at a third Company-owned restaurant are represented by the same union pursuant to a different agreement that expires on November 30, 2025.

~~Human~~Culture ~~Capital~~and Diversity

AsCreating ofand ~~March~~fostering ~~31,~~inclusive ~~2024,~~work ~~the~~environments ~~Company~~and ~~employed~~teams ~~147~~allows ~~people,~~us 32to ofcreate ~~whom~~an ~~were~~engaging ~~corporate~~and ~~management~~welcoming ~~and~~culture ~~administrative~~for our employees, 21which ofwe ~~whom~~believe ~~were~~positively ~~restaurant~~affects ~~managers~~the ~~and~~quality 94 of ~~whom~~products ~~were~~and ~~hourly~~experience ~~full-time~~we ~~and~~deliver ~~part-time~~to ~~foodservice~~our ~~employees~~customers.

AsThe ofCompany ~~March~~works ~~31,~~to ~~2024,~~ensure ~~approximately~~our ~~49%~~recruiting ofand ~~our~~hiring ~~employees~~initiatives ~~were~~are ~~female~~reaching ~~and~~a ~~approximately~~broad ~~80%~~audience, ofso that our ~~employee~~workforce ~~population~~represents ~~were~~the ~~comprised~~communities ofin ~~racial~~which we serve. We seek to provide opportunities for growth and ~~ethnic~~development ~~minorities~~at all levels of our organization.

WeOur ~~generally~~workforce ~~employ~~represents ~~approximately~~nearly ~~270-300~~all ~~seasonal~~demographics, ~~employees~~with ~~during~~diversity ~~the~~in ~~spring and summer months. Food service employees at two Company-owned restaurants are currently represented by Local 1102 RWSDU UFCW AFL-CIO~~age, ~~CLC~~race, ~~Retail,~~ethnicity ~~Wholesale~~ and ~~Department~~gender. ~~Store Union~~Specifically, ~~under~~more anemployees ~~agreement~~identify ~~that~~as ~~expires~~racial onand ~~June~~ethnic 30minorities, ~~2026.~~than ~~Employees at a third Company-owned restaurant are represented by the same union pursuant to a different agreement that expires on November 30, 2025~~white.

~~Culture~~We are committed to high standards of ethical, moral and ~~Diversity~~legal business conduct and strive to be an open and honest workplace, providing a positive work environment. To support this commitment, we have a Code of Conduct that provides clear direction for behavioral expectations. We also provide annual training on sexual harassment. In addition, we maintain an anonymous hotline, which includes an 800 number where our employees can report theft or fraudulent behavior.

~~Creating~~Compensation and fostering inclusive work environments and teams allows us to create an engaging and welcoming culture for our employees, which we believe positively affects the quality of products and experience we deliver to our customers.Benefits

The Company ~~works~~is committed to ~~ensure~~providing ~~our~~market-competitive ~~recruiting~~and equitable pay and ~~hiring~~benefits ~~initiatives~~to ~~are~~attract ~~reaching~~and aretain ~~broad~~great ~~audience~~talent regardless of gender or ethnicity. In addition to competitive hourly rates and base salaries, soall ~~that~~management employees at our ~~workforce~~Company-owned ~~represents~~restaurants ~~the~~are ~~communities~~eligible infor ~~which~~performance-based wecash ~~serve.~~incentive Webonuses ~~seek~~based toon ~~provide~~the ~~opportunities~~attainment ~~for~~of ~~growth~~certain financial metrics, along with all corporate management and ~~development~~administrative employees, at ~~all~~the ~~levels~~discretion of our ~~organization~~Board of Directors.

~~Our~~The ~~workforce~~Company ~~represents~~attempts ~~nearly~~to ~~all~~provide ~~demographics~~a range of benefits to its corporate and nonunion employees and their families, ~~with~~including ~~diversity~~medical inand ~~age~~prescription drug, ~~race~~dental and vision, ~~ethnicity~~long-term disability coverage, as well as a 401(k) savings plan and ~~gender~~flexible spending accounts. ~~Specifically,~~The ~~more~~Company ~~employees~~has ~~identify~~historically asmatched ~~racial~~contributions to its 401(k) savings plan at a rate of $0.25 per dollar contributed by the employee up to a maximum of 3% of the employee’s annual salary. The Company pays the union medical and ~~ethnic~~pension ~~minorities,~~benefits ~~than~~on ~~white~~behalf of the union employees.

WeTalent are committed to high standards of ethical, moral and legal business conduct and strive to be an open and honest workplace, providing a positive work environment. To support this commitment, we have a Code of Conduct that provides clear direction for behavioral expectations. We also provide annual training on sexual harassment. In addition, we maintain an anonymous hotline, which includes an 800 number where our employees can report theft or fraudulent behavior.Development

~~Compensation~~We offer various management training courses for management personnel of our Company-owned and ~~Benefits~~franchised restaurants. A restaurant manager from each restaurant must successfully complete our mandated management training program.

The Company is committed to providing market-competitive and equitable pay and benefits to attract and retain great talent. In addition to competitive hourly rates and base salaries, all management employees at our Company-owned restaurants are eligible for performance-based cash incentive bonuses based on the attainment of certain financial metrics, along with all corporate management and administrative employees, at the discretion of our Board of Directors.15

~~The~~Workplace Company attempts to provide a range of benefits to its corporate and nonunion employees and their families, including medical and prescription drug, dental and vision, long-term disability coverage, as well as a 401(k) savings plan and flexible spending accounts. The Company has historically matched contributions to its 401(k) savings plan at a rate of $0.25 per dollar contributed by the employee up to a maximum of 3% of the employee’s annual salary. The Company pays the union medical and pension benefits on behalf of the union employees.Safety

~~Talent~~We ~~Development~~are committed to providing safe work environments and providing our employees with the resources they need to promote their well-being. We are also committed to providing a safe and healthy environment for our restaurant patrons. We remain focused on quality and cleanliness by reviewing cleaning procedures at our Company-owned restaurants and maintaining an adequate supply of cleaning materials. We promote a culture of safety awareness and strive to provide an environment that is free of hazards and prevents accidents or injuries.

WeGovernment offer various management training courses for management personnel of our Company-owned and franchised restaurants. A restaurant manager from each restaurant must successfully complete our mandated management training program.Regulation

15We are subject to a Federal Trade Commission (“FTC”) regulation and several state laws that regulate the offer and sale of franchises. We are also subject to a number of state laws which regulate substantive aspects of the franchisor-franchisee relationship.

~~Workplace~~The ~~Safety~~FTC’s “Trade Regulation Rule Concerning Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures” (the “FTC Franchise Rule”) requires us to disclose certain information to prospective franchisees. Fifteen states, including New York, also require similar disclosure. While the FTC Franchise Rule does not require registration or filing of the disclosure document at the federal level, 14 states require franchisors to register the disclosure document (or obtain exemptions from that requirement) before offering or selling a franchise in that state. The laws of 17 other states require some form of registration (or a determination that a company is exempt or otherwise not required to register) under “business opportunity” laws, which sometimes apply to franchisors such as the Company. These laws have not precluded us from seeking or awarding franchisees in any given area.

WeLaws ~~are~~that ~~committed~~regulate toone ~~providing~~or ~~safe~~another ~~work~~aspect ~~environments~~of the franchisor-franchisee relationship presently exist in 24 states as well as Puerto Rico and ~~providing~~the ~~our~~U.S. ~~employees~~Virgin ~~with~~Islands. These laws regulate the ~~resources~~franchise ~~they~~relationship ~~need~~by, for example, requiring the franchisor to ~~promote~~deal ~~their~~with ~~well-being~~its franchisees in good faith, prohibiting interference with the right of free association among franchisees, limiting the imposition of standards of performance on a franchisee, and regulating discrimination among franchisees. WeAlthough ~~are~~these laws may also ~~committed~~restrict a franchisor in the termination of a franchise agreement by, for example, requiring “good cause” to ~~providing~~exist as a ~~safe~~basis for the termination, advance notice to the franchisee of the termination, an opportunity to cure a default, and ~~healthy~~repurchase ~~environment~~of ~~for~~inventory ~~our~~or ~~restaurant~~other ~~patrons.~~compensation, Wethese ~~remain~~provisions ~~focused~~have not had a significant effect on ~~quality~~our ~~and~~operations. ~~cleanliness~~Our byinternational ~~reviewing~~franchise ~~cleaning~~operations ~~procedures~~are subject to franchise-related and ~~maintaining~~other anlaws ~~adequate~~in ~~supply~~the ofjurisdictions ~~cleaning~~in ~~materials~~which our franchisees operate. WeThese ~~promote~~laws ain ~~culture~~the United States and overseas have not precluded us from enforcing the terms of ~~safety~~our ~~awareness~~franchise agreements, and ~~strive~~we do not believe that these laws are likely to ~~provide~~significantly anaffect ~~environment~~our operations. We do not believe that iscurrent ~~free~~geopolitical ofevents ~~hazards~~(including the Russia-Ukraine conflict and ~~prevents~~the ~~accidents~~Israel-Hamas conflict) have had or ~~injuries~~will have a serious impact on our operations.

~~Government~~We ~~Regulation~~are not aware of any pending franchise legislation in the United States that we believe is likely to significantly affect our operations.

WeEach ~~are~~Company-owned and franchised restaurant is subject to aregulation ~~Federal~~as ~~Trade~~to ~~Commission~~operational ~~(“FTC”)~~matters ~~regulation~~by ~~and~~federal ~~several~~agencies ~~state~~and ~~laws~~to ~~that~~licensing ~~regulate~~and ~~the~~regulation ~~offer~~by state and ~~sale~~local ofhealth, ~~franchises.~~sanitation, Wesafety, ~~are~~fire, ~~also~~and ~~subject~~other departments. An inability to aobtain ~~number~~or ofretain ~~state~~health ~~laws~~department ~~which~~or ~~regulate~~other ~~substantive~~licenses ~~aspects~~could ofadversely ~~the~~affect ~~franchisor-franchisee~~our ~~relationship~~operations.

~~The~~We ~~FTC’s~~are ~~“Trade~~subject ~~Regulation~~to ~~Rule~~the ~~Concerning~~Federal ~~Disclosure~~Fair ~~Requirements~~Labor ~~and~~Standards ~~Prohibitions~~Act ~~Concerning Franchising~~ and ~~Business~~various ~~Opportunity~~other ~~Ventures”~~federal ~~(the~~and ~~“FTC~~state ~~Franchise~~laws ~~Rule”)~~that ~~requires~~govern usminimum towages, ~~disclose~~overtime, ~~certain~~working ~~information~~conditions, tomandatory ~~prospective franchisees. Fifteen states~~benefits, ~~including~~health ~~New York~~insurance, ~~also~~and ~~require~~other ~~similar disclosure~~matters. ~~While~~Other ~~the~~regulatory ~~FTC~~interpretations ~~Franchise~~(such ~~Rule~~as ~~does~~the ~~not~~National ~~require~~Labor ~~registration~~Relations orBoard’s ~~filing~~review of ~~the~~joint ~~disclosure~~employment ~~document~~standards atunder the ~~federal~~National ~~level,~~Labor 14Relations ~~states~~Act, ~~require franchisors to register~~ the ~~disclosure~~Labor ~~document~~Department’s ~~(or~~review ~~obtain~~of ~~exemptions~~the ~~from~~Fair ~~that~~Labor ~~requirement)~~Standards ~~before~~Act, ~~offering~~the orSmall ~~selling~~Business aAdministration’s ~~franchise~~review ~~in that state. The laws~~ of 17independence ~~other~~standards ~~states~~applicable ~~require~~to ~~some~~reviewing ~~form~~franchisee ofloan ~~registration~~applications, ~~(or~~etc.) amay ~~determination~~have ~~that~~an aimpact ~~company~~on isour ~~exempt~~overall ~~or otherwise not required to register) under “~~business ~~opportunity”~~as ~~laws~~well, ~~which~~although ~~sometimes~~we ~~apply~~do ~~to franchisors such as the Company. These laws have~~ not ~~precluded~~believe usthat ~~from~~these ~~seeking~~will orsignificantly ~~awarding~~affect ~~franchisees~~our ~~in any given area~~operations.

~~Laws~~Governmental ~~that~~authorities ~~regulate~~have ~~one~~placed oran ~~another~~increased ~~aspect~~focus ofon ~~the~~environmental ~~franchisor-franchisee~~matters, ~~relationship~~particularly ~~presently exist~~ in 24the ~~states~~area asof ~~well~~climate ~~as Puerto Rico and the U~~change.S. ~~Virgin~~We ~~Islands.~~cannot ~~These~~predict ~~laws regulate~~ the ~~franchise~~precise ~~relationship~~nature ~~by, for example, requiring the franchisor to deal with its franchisees in good faith, prohibiting interference with the right~~ of ~~free~~these ~~association~~initiatives. ~~among franchisees~~However, ~~limiting~~we ~~the~~expect ~~imposition~~that ofthey ~~standards~~may ofimpact ~~performance~~our onbusiness aboth ~~franchisee,~~directly and ~~regulating discrimination among franchisees~~indirectly. ~~Although~~There ~~these~~is ~~laws may also restrict~~ a ~~franchisor~~possibility inthat ~~the~~government ~~termination of a franchise agreement by~~initiatives, ~~for~~as ~~example,~~well ~~requiring “good cause” to exist~~ as ~~a basis for~~ the ~~termination,~~actual ~~advance~~or ~~notice~~perceived torisks ~~the franchisee~~ of ~~the~~climate ~~termination~~change, ancould ~~opportunity to cure a default, and repurchase of inventory or other compensation, these provisions~~ have ~~not~~an ~~had~~impact ~~a significant effect~~ on our ~~operations.~~business, ~~Our international franchise operations are subject to franchise-related and other laws in the jurisdictions in~~ which ~~our franchisees operate. These laws in the United States and overseas have not precluded us from enforcing the terms of our franchise agreements, and~~ we docannot ~~not~~predict ~~believe~~at ~~that~~this ~~these~~time ~~laws are likely to significantly affect our operations. We do not believe that current geopolitical events~~ (~~including~~see ~~the~~Item ~~Russia-Ukraine~~1A ~~conflict~~– ~~and~~“Risk ~~the Israel-Hamas war~~Factors”) ~~have had or will have a serious impact on our operations~~.

~~We are not aware of any pending franchise legislation in the United States that we believe is likely to significantly affect our operations.~~16

~~Each~~We ~~Company-owned~~are also subject to federal and ~~franchised~~state ~~restaurant~~environmental isregulations, ~~subject~~which tohave ~~regulation~~not ashad toa ~~operational~~material ~~matters~~effect byon ~~federal~~our ~~agencies~~operations. More stringent and tovaried ~~licensing~~requirements ~~and~~of ~~regulation~~local bygovernmental ~~state~~bodies ~~and~~with ~~local~~respect ~~health,~~to ~~sanitation~~zoning, ~~safety,~~land ~~fire,~~use and ~~other~~environmental ~~departments~~factors could delay or prevent development of new restaurants in particular locations. AnIn ~~inability~~addition, tothe ~~obtain~~federal orAmericans ~~retain~~with ~~health~~Disabilities ~~department~~Act orof ~~other~~1990 ~~licenses~~applies ~~could~~with ~~adversely~~respect ~~affect~~to ~~our~~the ~~operations~~design, construction, and renovation of all restaurants in the United States.

WeEach ~~are~~company ~~subject to the Federal Fair Labor Standards Act and various other federal and state laws~~ that ~~govern minimum wages~~manufactures, ~~overtime~~supplies, ~~working~~or ~~conditions,~~sells ~~mandatory~~our ~~benefits,~~products ~~health~~is ~~insurance,~~subject ~~and~~to ~~other~~regulation ~~matters.~~by ~~Other~~federal ~~regulatory~~agencies ~~interpretations~~and ~~(such~~to aslicensing ~~the~~and ~~National~~regulation ~~Labor~~by ~~Relations~~state ~~Board’s~~and ~~review~~local ~~of joint employment standards under the National Labor Relations Act~~health, ~~the Labor Department’s review of the Fair Labor Standards Act~~sanitation, ~~the Small Business Administration’s review of independence standards applicable to reviewing franchisee loan applications~~safety, ~~etc.)~~and ~~may~~other ~~have an impact on our overall business as well, although we do not believe that these will significantly affect our operations~~departments.

~~Governmental~~We ~~authorities~~may ~~have~~be ~~placed~~subject anto ~~increased~~governmental ~~focus~~imposed restrictions on ~~environmental~~our ~~matters,~~restaurant ~~particularly~~operations into reduce the ~~area~~spread of ~~climate~~viruses, ~~change.~~such Weas ~~cannot~~those ~~predict~~previously ~~the~~experienced ~~precise~~as ~~nature~~a result of ~~these~~the ~~initiatives~~COVID-19 pandemic. ~~However~~Those formal and informal restraints, weas ~~expect~~well ~~that~~as ~~they~~consumer ~~may~~behavior ~~impact~~and ~~our~~other ~~business~~factors ~~both~~(such ~~directly~~as ~~and~~supply ~~indirectly.~~chain ~~There~~issues), ismay have a ~~possibility~~material ~~that~~impact ~~government~~on ~~initiatives,~~our asability ~~well~~to asoperate ~~the~~our ~~actual~~business orat ~~perceived~~least ~~risks~~while ofthose ~~climate~~restrictions ~~change~~are in effect, ~~could~~which may possibly have ana longer-term impact on our business, ~~which~~and wethe ~~cannot~~demand ~~predict~~for atour ~~this~~products ~~time~~and ~~(see~~restaurant ~~Item 1A – “Risk Factors”)~~services.

16We are also subject to the requirement that our restaurants post certain calorie content information for standard menu items, pursuant to Section 4205 of the Patient Protection and Affordable Care Act of 2010. Some of our restaurants are subject to similar requirements that are imposed by certain localities around the country.

WeAlcoholic ~~are~~beverage ~~also~~control ~~subject~~regulations require that each restaurant that sells such products apply to ~~federal~~a state authority and, ~~state~~in ~~environmental~~certain ~~regulations~~locations, ~~which~~county ~~have~~and ~~not~~municipal ~~had~~authorities, for a ~~material~~license ~~effect~~or permit to sell alcoholic beverages on ~~our~~the ~~operations~~premises. ~~More~~Typically, ~~stringent~~licenses must be renewed annually and ~~varied~~may ~~requirements~~be ofrevoked ~~local~~or ~~governmental~~suspended ~~bodies~~for ~~with~~cause ~~respect~~at toany ~~zoning,~~time. ~~land~~Alcoholic ~~use~~beverage ~~and~~control ~~environmental~~regulations ~~factors~~relate ~~could~~to ~~delay~~numerous oraspects ~~prevent~~of ~~development~~the daily operations of ~~new~~the restaurants, inincluding ~~particular~~minimum ~~locations.~~age Inof ~~addition~~customers and employees, ~~the~~hours ~~federal~~of ~~Americans~~operation, ~~with~~advertising, ~~Disabilities~~wholesale ~~Act~~purchasing, inventory control and handling, storage and dispensing of ~~1990~~alcoholic ~~applies~~beverages. ~~with~~Our ~~respect~~four toCompany-owned ~~the~~restaurants ~~design,~~offer ~~construction,~~beer ~~and~~or ~~renovation~~wine coolers for sale. Each of ~~all~~these restaurants inhas current alcoholic beverage licenses permitting the ~~United~~sale ~~States~~of these beverages. We have never had an alcoholic beverage license revoked.

~~Each~~We ~~company~~may ~~that~~be ~~manufactures,~~subject ~~supplies~~in certain states to “dram-shop” statutes, orwhich ~~sells~~generally ~~our~~provide ~~products~~a isperson ~~subject~~injured by an intoxicated person the right to ~~regulation~~recover bydamages ~~federal~~from ~~agencies~~an ~~and~~establishment which wrongfully served alcoholic beverages to ~~licensing~~such ~~and~~person. ~~regulation~~We bycarry ~~state~~liquor ~~and~~liability ~~local~~coverage ~~health,~~as ~~sanitation,~~part ~~safety,~~of our existing comprehensive general liability insurance to mitigate this risk and ~~other~~have ~~departments~~never been named as a defendant in a lawsuit involving “dram-shop” statutes.

WeThe ~~may~~Sarbanes-Oxley beAct ~~subject~~of to2002, ~~governmental~~the ~~imposed~~Dodd-Frank ~~restrictions~~Act onof ~~our~~2010, ~~restaurant~~and ~~operations~~rules topromulgated ~~reduce~~thereunder by the ~~spread~~Securities ofand ~~viruses,~~Exchange ~~such~~Commission as(“SEC”) ~~those~~and ~~experienced~~the asNasdaq aStock ~~result~~Market ofhave ~~the~~imposed ~~spread~~substantial ofregulations ~~COVID-19. Those formal~~ and ~~informal~~disclosure ~~restraints,~~requirements asin ~~well~~the asareas ~~consumer~~of ~~behavior~~corporate ~~and~~governance ~~other factors~~ (~~such~~including asdirector ~~supply chain issues)~~independence, ~~may~~director ~~have~~selection aand ~~material~~audit, ~~impact~~corporate ongovernance ~~our~~and ~~ability~~compensation tocommittee ~~operate~~responsibilities), ~~our~~equity ~~business~~compensation atplans, ~~least~~auditor ~~while~~independence, ~~those~~pre-approval ~~restrictions~~of ~~are~~auditor infees ~~effect,~~and ~~which~~services ~~may~~and ~~possibly~~disclosure ~~have~~and ainternal ~~longer-term~~control ~~impact~~procedures. onWe ~~our~~are ~~business~~committed ~~and~~to ~~the~~industry ~~demand~~best ~~for~~practices ~~our~~in ~~products~~these ~~and restaurant services~~areas.

We ~~are~~believe ~~also subject to the requirement~~ that ~~our~~we ~~restaurants~~operate ~~post~~in ~~certain~~substantial ~~calorie~~compliance ~~content~~with ~~information~~applicable ~~for~~laws ~~standard menu items, pursuant to Section 4205 of the Patient Protection~~ and ~~Affordable~~regulations ~~Care~~governing ~~Act of 2010. Some of~~ our ~~restaurants~~operations, ~~are~~including ~~subject~~the toFTC ~~similar~~Franchise ~~requirements~~Rule ~~that~~and ~~are~~state ~~imposed~~franchise ~~by certain localities around the country~~laws.

Alcoholic beverage control regulations require that each restaurant that sells such products apply to a state authority and, in certain locations, county and municipal authorities, for a license or permit to sell alcoholic beverages on the premises. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of the restaurants, including minimum age of customers and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages. Three of our Company-owned restaurants offer beer or wine coolers for sale. Each of these restaurants has current alcoholic beverage licenses permitting the sale of these beverages. We have never had an alcoholic beverage license revoked. Trademarks

We ~~may~~hold betrademark ~~subject~~and/or service mark registrations for NATHAN’S, NATHAN’S FAMOUS, NATHAN’S FAMOUS and design, SINCE 1916 NATHAN’S FAMOUS and design, SINCE 1916 NATHAN’S FAMOUS, INC. and design, THE ORIGINAL SINCE 1916 NATHAN’S FAMOUS and design, SINCE 1916 NATHAN’S FAMOUS THIS IS THE ORIGINAL, THE ORIGINAL NATHAN’S FAMOUS, SINCE 1916 NATHAN’S FAMOUS and hot dog design in ~~certain~~color, ~~states~~SINCE to1916 ~~“dram-shop”~~NATHAN’S ~~statutes~~FAMOUS and hot dog, ~~which~~fries ~~generally~~and ~~provide~~drink adesign ~~person~~in ~~injured~~color, byand anNATHAN’S ~~intoxicated~~FAMOUS ~~person~~EXPRESS within the ~~right~~United toStates, ~~recover~~with ~~damages~~some ~~from~~of anthese ~~establishment~~marks ~~which~~holding ~~wrongfully~~corresponding ~~served~~foreign ~~alcoholic~~trademark ~~beverages~~and toservice ~~such~~mark ~~person.~~registrations in over 80 international jurisdictions, including Canada and China. We ~~carry~~also ~~liquor~~hold ~~liability~~various ~~coverage~~package asdesign ~~part~~registrations ofand ~~our~~other ~~existing~~related ~~comprehensive~~marks, ~~general~~FROM ~~liability~~A ~~insurance~~HOT DOG TO AN INTERNATIONAL HABIT, and ~~have~~MORE ~~never~~THAN ~~been~~JUST ~~named~~THE asBEST aHOT ~~defendant~~DOG! inand adesign, ~~lawsuit~~for ~~involving~~restaurant ~~“dram-shop”~~services ~~statutes~~and some food items.

The Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) and the Nasdaq Stock Market have imposed substantial regulations and disclosure requirements in the areas of corporate governance (including director independence, director selection and audit, corporate governance and compensation committee responsibilities), equity compensation plans, auditor independence, pre-approval of auditor fees and services and disclosure and internal control procedures. We are committed to industry best practices in these areas.17

We ~~believe~~hold ~~that~~trademark weand/or ~~operate~~service mark registrations for the marks ARTHUR TREACHER’S (stylized), ARTHUR TREACHER’S FISH & CHIPS (stylized), KRUNCH PUP and ORIGINAL within the United States. We hold service mark registrations for ARTHUR TREACHER’S in ~~substantial~~China ~~compliance~~and ~~with~~Japan. ~~applicable~~We ~~laws~~also hold service mark registrations for ARTHUR TREACHER’S FISH & CHIPS in Canada, ARTHUR TREACHER’S FISH & CHIPS and ~~regulations~~design ~~governing~~in ~~our~~Canada ~~operations~~and Mexico, ~~including~~and ~~the~~ARTHUR ~~FTC~~TREACHER’S ~~Franchise~~FISH ~~Rule~~& CHIPS and ~~state~~design ~~franchise~~in ~~laws~~Colombia, Costa Rica, Kuwait, Malaysia, Singapore and the United Arab Emirates.

~~Trademarks~~Our trademark and service mark registrations were granted and expire on various dates. We believe that these trademarks and service marks provide significant value to us and are an important factor in the marketing of our products and services. We believe that we do not infringe on the trademarks or other intellectual property rights of any third parties.

We hold trademark and/or service mark registrations for NATHAN’S, NATHAN’S FAMOUS, NATHAN’S FAMOUS and design, SINCE 1916 NATHAN’S FAMOUS and design, SINCE 1916 NATHAN’S FAMOUS, INC. and design, THE ORIGINAL SINCE 1916 NATHAN’S FAMOUS and design, SINCE 1916 NATHAN’S FAMOUS THIS IS THE ORIGINAL, THE ORIGINAL NATHAN’S FAMOUS, SINCE 1916 NATHAN’S FAMOUS and hot dog design in color, SINCE 1916 NATHAN’S FAMOUS and hot dog, fries and drink design in color, and NATHAN’S FAMOUS EXPRESS within the United States, with some of these marks holding corresponding foreign trademark and service mark registrations in over 80 international jurisdictions, including Canada and China. We also hold various package design registrations and other related marks, FROM A HOT DOG TO AN INTERNATIONAL HABIT, and MORE THAN JUST THE BEST HOT DOG! and design, for restaurant services and some food items. Seasonality

17Our routine business pattern is affected by seasonal fluctuations, including the effects of weather and economic conditions. Historically, sales from our Company-owned restaurants, principally at Coney Island, and franchised restaurants from which franchise royalties are earned and the Company’s earnings have been highest during our first two fiscal quarters, with the fourth fiscal quarter typically representing the slowest period. Routine seasonality is primarily attributable to weather conditions in the marketplace for our Company-owned and franchised restaurants, which are principally located in the Northeast of the United States. Additionally, revenues from our Branded Product Program and retail licensing program generally follow similar seasonal fluctuations, although not to the same degree. We believe that future revenues and profits will continue to be highest during our first two fiscal quarters, with the fourth fiscal quarter representing the slowest period. Working capital requirements may vary throughout the year to support these seasonal trends.

We hold trademark and/or service mark registrations for the marks ARTHUR TREACHER’S (stylized), ARTHUR TREACHER’S FISH & CHIPS (stylized), KRUNCH PUP and ORIGINAL within the United States. We hold service mark registrations for ARTHUR TREACHER’S in China and Japan. We also hold service mark registrations for ARTHUR TREACHER’S FISH & CHIPS in Canada, ARTHUR TREACHER’S FISH & CHIPS and design in Canada and Mexico, and ARTHUR TREACHER’S FISH & CHIPS and design in Colombia, Costa Rica, Kuwait, Malaysia, Singapore and the United Arab Emirates.Competition

~~Our~~The ~~trademark~~fast-food ~~and~~restaurant ~~service~~industry ~~mark~~is ~~registrations~~highly ~~were~~competitive ~~granted~~ and ~~expire~~can onbe ~~various~~significantly ~~dates.~~affected Weby ~~believe~~many ~~that~~factors, ~~these~~including ~~trademarks~~changes ~~and~~in ~~service~~local, ~~marks~~regional ~~provide~~or ~~significant~~national ~~value~~economic toconditions, ussupply ~~and~~chain ~~are~~challenges, anchanges ~~important factor~~ in ~~the~~consumer ~~marketing~~tastes, ofconsumer ~~our~~concerns ~~products~~about ~~and~~the ~~services. We~~nutritional ~~believe~~quality ~~that~~of wequick-service dofood, ~~not~~as ~~infringe~~well onas the ~~trademarks~~increases orin ~~other~~and ~~intellectual~~the ~~property~~locations ~~rights~~ of ~~any~~competing ~~third parties~~restaurants.

~~Seasonality~~Our restaurant system competes with numerous restaurants and drive-in units operating on both a national and local basis, including major national chains with greater financial and other resources than ours. We also compete with local restaurants and diners on the basis of menu diversity, food quality, price, size, site location and name recognition. There is also active competition for management personnel, as well as for suitable commercial sites for Company-owned or franchised restaurants and qualified franchisees.

~~Our~~We ~~routine~~believe ~~business~~that ~~pattern~~our isemphasis ~~affected~~on byour ~~seasonal~~signature ~~fluctuations,~~products ~~including~~and the ~~effects~~reputation of ~~weather~~these products for taste and ~~economic~~quality ~~conditions.~~set ~~Historically,~~us ~~sales~~apart from our ~~Company-owned~~major ~~restaurants,~~competitors. ~~principally~~Many atfast-food ~~Coney~~companies ~~Island,~~have ~~and~~adopted ~~franchised~~“value ~~restaurants~~pricing” and/or ~~virtual~~deep ~~kitchens~~discount ~~from~~strategies. ~~which franchise royalties are earned and the Company~~Nathan’s ~~earnings~~markets ~~have been highest during~~ our ~~first~~own ~~two~~form ~~fiscal~~of ~~quarters~~“value pricing,” ~~with~~selling ~~the~~combinations ~~fourth~~of ~~fiscal~~different ~~quarter~~menu ~~typically~~items ~~representing~~for ~~the~~a ~~slowest~~total ~~period.~~price ~~Routine~~lower ~~seasonality~~than isthe ~~primarily~~usual ~~attributable~~sale toprice ~~weather~~of ~~conditions in~~ the ~~marketplace~~individual ~~for~~items ~~our Company-owned~~ and ~~franchised~~other ~~restaurants,~~forms ~~which are principally located in the Northeast~~ of ~~the~~price ~~United~~sensitive ~~States~~promotions. ~~Additionally,~~Continued ~~revenues~~price ~~from~~discounting ~~our Branded Product Program~~ and ~~retail licensing program generally follow similar seasonal fluctuations, although not to~~ the ~~same~~emphasis ~~degree.~~on Wevalue ~~believe~~meals ~~that~~may ~~future~~adversely ~~revenues~~impact ~~and profits will continue to be highest during our first two fiscal quarters, with~~ the ~~fourth~~Company’s ~~fiscal quarter representing the slowest period~~business.

~~Competition~~Our Branded Product Program competes directly with a variety of other nationally recognized hot dog companies and other food companies; many of these entities have significantly greater resources than we do. Our products primarily compete based upon price, quality and value to the foodservice operator and consumer. We believe that Nathan’s reputation for superior quality, along with the ability to provide operational support to the foodservice operator, provides Nathan’s with a competitive advantage.

~~The~~Our ~~fast-food~~retail ~~restaurant~~licensing ~~industry~~program isfor ~~highly~~the ~~competitive~~sale ~~and~~of ~~can~~packaged befoods ~~significantly~~within ~~affected~~retail bygrocery ~~many~~channels ~~factors,~~ including ~~changes~~supermarkets inand ~~local,~~club ~~regional~~stores orcompetes ~~national~~primarily ~~economic~~on ~~conditions,~~the ~~supply~~basis ~~chain~~of ~~challenges~~reputation, ~~changes~~flavor, inquality ~~consumer~~and ~~tastes,~~price. ~~consumer~~In ~~concerns~~most ~~about~~cases, ~~the~~we ~~nutritional~~compete ~~quality~~against ofother ~~quick-service~~nationally ~~food,~~recognized asbrands ~~well~~that asmay ~~the~~have ~~increases~~significantly ingreater ~~and~~resources ~~the~~than ~~locations~~those ~~of,~~at ~~competing~~our ~~restaurants~~disposal.

Our restaurant system competes with numerous restaurants and drive-in units operating on both a national and local basis, including major national chains with greater financial and other resources than ours. We also compete with local restaurants and diners on the basis of menu diversity, food quality, price, size, site location and name recognition. There is also active competition for management personnel, as well as for suitable commercial sites for Company-owned or franchised restaurants.18

WeSegment believe that our emphasis on our signature products and the reputation of these products for taste and quality set us apart from our major competitors. Many fast-food companies have adopted “value pricing” and/or deep discount strategies. Nathan’s markets our own form of “value pricing,” selling combinations of different menu items for a total price lower than the usual sale price of the individual items and other forms of price sensitive promotions.Reporting

We ~~also~~aggregate ~~compete~~our ~~with~~reportable ~~many~~segments ~~restaurant~~for ~~franchisors~~purposes of discussion in this report into three main segments: (1) Branded Product Program, (2) Product licensing, and ~~other~~(3) ~~business~~Restaurant ~~concepts~~operations. ~~for~~Refer ~~the~~to ~~sale~~Footnote ofI, ~~franchises~~Segment Information, in the notes to ~~qualified~~our ~~and~~consolidated ~~financially~~financial ~~capable~~statements ~~franchisees~~for more information.

~~Our~~Available Branded Product Program competes directly with a variety of other nationally recognized hot dog companies and other food companies; many of these entities have significantly greater resources than we do. Our products primarily compete based upon price, quality and value to the foodservice operator and consumer. We believe that Nathan’s reputation for superior quality, along with the ability to provide operational support to the foodservice operator, provides Nathan’s with a competitive advantage.Information

~~Our~~We ~~retail~~file ~~licensing~~reports ~~program~~with ~~for~~ the ~~sale~~SEC, ofincluding ~~packaged~~Annual ~~foods~~Reports ~~within~~on ~~retail~~Form ~~grocery~~10-K, ~~channels~~Quarterly ~~including~~Reports ~~supermarkets~~on ~~and~~Form ~~club~~10-Q, ~~stores~~Current ~~competes~~Reports ~~primarily~~on Form 8-K and a proxy statement on ~~the~~Schedule ~~basis~~14A. ofThe ~~reputation,~~SEC ~~flavor,~~also ~~quality~~maintains ~~and~~a ~~price~~website at http://www.sec.gov Inthat ~~most~~contains ~~cases~~reports, weproxy ~~compete~~and ~~against~~information ~~other~~statements ~~nationally~~and ~~recognized~~other ~~brands~~information ~~that~~about ~~may~~issuers ~~have~~such ~~significantly~~as ~~greater~~us ~~resources~~that ~~than~~file ~~those~~electronically atwith ~~our~~the ~~disposal~~SEC.

18In addition, electronic copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statement on Schedule 14A and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) are available free of charge on our website, www.nathansfamous.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The reference to our website address and the SEC website address do not constitute incorporation by reference of the information contained on the website and should not be considered part of this document.

~~Segment~~The ~~Reporting~~Board of Directors (“the Board”) has also adopted, and we have posted in the Investor Relations section of our website, written Charters for each of the Board’s standing committees. We will provide without charge a copy of the Charter of any standing committee of the Board upon a stockholder’s request to us at Nathan’s Famous, Inc., One Jericho Plaza, Second Floor - Wing A, Jericho, NY 11753, Attention: Secretary.

~~The~~For ~~Company~~financial isinformation ~~comprised~~regarding ofour ~~the~~results ~~following~~of ~~segments: (1) Branded Product Program, (2) Product licensing, and (3) Restaurant~~ operations~~. Refer to Footnote I~~, ~~Segment~~please ~~Information,~~see ~~in the notes to~~ our consolidated financial statements ~~for~~beginning ~~more~~on ~~information~~page F-1.

~~Available Information~~19

WeItem ~~file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and a proxy statement on Schedule 14A~~1A. ~~The~~Risk ~~SEC also maintains a website at http://www~~Factors.~~sec.gov that contains reports, proxy and information statements and other information about issuers such as us that file electronically with the SEC.~~

InOur ~~addition,~~business ~~electronic~~is ~~copies~~subject ~~of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statement on Schedule 14A and amendments~~ to ~~those~~various ~~reports~~risks. ~~filed~~Certain orrisks ~~furnished~~are ~~pursuant~~specific to ~~Section~~certain ~~13(a)~~ways orwe ~~15(d)~~do ~~under~~business, ~~the~~such ~~Securities~~as ~~Exchange~~through ~~Act~~Company-owned ~~of 1934~~restaurants, asfranchised ~~amended~~restaurants, ~~(“the~~virtual ~~Exchange~~kitchens, ~~Act”)~~branded ~~are~~products ~~available~~and ~~free~~retail, ofwhile ~~charge~~other ~~on our website~~risks, ~~www.nathansfamous.com,~~such as ~~soon~~health-related ~~as reasonably practicable after we electronically file such material with,~~ or ~~furnish~~economic ~~it to~~risks, ~~the~~may ~~SEC.~~affect ~~The~~all ~~reference~~of ~~to our website address and~~ the ~~SEC~~ways ~~website~~that ~~address~~we do ~~not constitute incorporation by reference of the information contained on the website and should not be considered part of this document~~business.

~~The~~Investors ~~Board~~should ofcarefully ~~Directors~~consider ~~(“the~~all ~~Board”)~~of ~~has~~the ~~also~~information ~~adopted,~~set ~~and~~forth wein ~~have~~this ~~posted~~Annual inReport ~~the~~on ~~Investor~~Form ~~Relations~~10-K, ~~section~~including ofthe ~~our~~following ~~website~~risk factors, ~~written~~before ~~Charters~~deciding ~~for~~to ~~each~~invest in any of the ~~Board~~Company’s ~~standing~~securities. ~~committees~~The following risk factors are not exhaustive. WeAdditional ~~will~~risks ~~provide~~and ~~without~~uncertainties ~~charge~~not apresently ~~copy~~known ofto the ~~Charter~~Company may also adversely impact its business. The Company’s business, financial condition, results of ~~any~~operations ~~standing~~or ~~committee~~prospects could be adversely affected by any of these risks. In that case, the ~~Board~~trading ~~upon~~price aof ~~stockholder~~the Company’s ~~request~~common tostock uscould atdecline. ~~Nathan~~This Form 10-K also contains forward-looking statements that involve risks and uncertainties. The Company’s ~~Famous,~~results ~~Inc.,~~could ~~One~~materially ~~Jericho~~differ ~~Plaza,~~from ~~Second~~those ~~Floor~~anticipated in these forward-looking ~~Wing~~statements A,as ~~Jericho,~~a NYresult ~~11753~~of certain factors, ~~Attention:~~including ~~Secretary~~the risks it faces described below and elsewhere. See “Forward-Looking Statements” above.

~~For~~Risks ~~financial~~Related ~~information~~to ~~regarding~~Our ~~our~~Business ~~results~~and ~~of operations, please see our consolidated financial statements beginning on page F-1.~~Operations

19Our results of operations could be adversely affected by disease epidemics, public health concerns or other catastrophic events.

~~Item~~A ~~1A.~~recurrence ~~Risk~~of ~~Factors~~coronavirus (“COVID-19”) or the emergence of other health epidemics or pandemics could substantially impact customer traffic at our Company-owned and franchised restaurants, as well as sales to our Branded Product Program customers and royalties earned from our licensing activities.

~~Our~~The ~~business~~Company iscannot ~~subject~~predict toif ~~various~~new ~~risks.~~variants ~~Certain~~of ~~risks~~COVID-19 ~~are~~will ~~specific~~be discovered, other health epidemics or pandemics may arise, what restrictions may be enacted by local, state and the federal government, to ~~certain~~what ~~ways~~extent weit docan ~~business~~maintain off-premises sales volumes, ~~such~~whether asit ~~through~~can maintain sufficient staffing levels at our Company-owned restaurants, ~~franchised~~or ~~restaurants,~~if ~~virtual~~individuals ~~kitchens,~~will ~~branded~~be ~~products~~comfortable ~~and~~congregating ~~retail,~~in ~~while~~our ~~other~~dining ~~risks,~~rooms or public venues such as ~~health-related~~professional sports arenas, amusement parks, shopping malls or ~~economic~~movie ~~risks~~theaters, ~~may~~and ~~affect~~what ~~all~~long-lasting ofeffects ~~the~~COVID-19 ~~ways~~or ~~that~~other wehealth doepidemics ~~business~~or pandemics may have on the Company as a whole.

~~Investors~~Additionally, ~~should~~unforeseen ~~carefully~~or ~~consider~~other ~~all~~catastrophic ofevents ~~the~~including ~~information~~natural ~~set~~disasters, ~~forth~~military ~~in this Annual Report on Form 10-K~~conflicts, ~~including the following risk factors~~terrorism, ~~before~~labor ~~deciding~~unrest ~~to invest in any of the Company’s securities. The following risk factors are not exhaustive. Additional risks~~ and ~~uncertainties~~other ~~not~~political ~~presently~~unrest ~~known~~could tohave ~~the~~an ~~Company~~adverse ~~may also adversely~~ impact ~~its~~on ~~business.~~our ~~The Company’s business~~operations, ~~financial~~disrupt ~~condition,~~the ~~results of~~ operations ~~or prospects could be adversely affected by any~~ of ~~these risks. In that case~~franchisees, ~~the~~suppliers ~~trading~~or ~~price~~customers. ofThese ~~the~~events ~~Company’s common stock~~ could ~~decline.~~negatively ~~This~~impact ~~Form~~consumer ~~10-K~~discretionary ~~also~~spending, ~~contains~~thereby ~~forward-looking~~reducing ~~statements~~demand ~~that~~for ~~involve~~our ~~risks~~products and/or ~~uncertainties.~~the ~~The~~ability ~~Company’s~~to ~~results~~receive ~~could~~products ~~materially differ~~ from ~~those anticipated in these forward-looking statements as a result of certain factors, including the risks it faces described below and elsewhere~~suppliers. ~~See “Forward-Looking Statements” above.~~

~~Risks~~Our ~~Related~~results toof ~~Our~~operations ~~Business~~could be adversely affected by increases in the cost of food, commodities and ~~Operations~~paper.

~~The~~General ~~COVID-19~~economic ~~pandemic~~conditions, ~~previously~~including ~~impacted~~increases in inflation, have adversely affected our ~~business~~food, commodity and ~~could~~paper costs and may continue to ~~adversely~~do ~~affect~~so. Our success and profitability depends on our ~~business,~~customers ~~financial~~willingness ~~condition,~~to ~~and~~pay ~~results~~higher prices for our products across all channels of ~~operations~~distribution inand ~~the~~there ~~future.~~is no assurance that they will do so.

~~COVID-19~~Food ~~had~~and apaper ~~substantial~~products ~~impact~~represent onapproximately 25% to 30% of our ~~operations~~cost inof ~~fiscal~~restaurant ~~2021~~sales. ~~and~~We topurchase alarge ~~lesser~~quantities ~~extent~~of inbeef ~~fiscal~~and ~~2022~~beef trimmings and ~~fiscal~~our ~~2023.~~beef Incosts ~~May~~represent ~~2023,~~approximately ~~the~~80% ~~World~~to ~~Health~~90% ~~Organization~~of ~~declared~~our ancost ~~end~~of tosales. ~~the~~The ~~global~~market ~~health~~for ~~emergency.~~beef ~~However,~~is aparticularly ~~recurrence~~volatile ofand ~~COVID-19~~is orsubject ~~new~~to ~~variants~~significant ofprice ~~COVID-19~~fluctuations ~~could~~due ~~substantially~~to ~~impact~~seasonal ~~customer~~shifts, ~~traffic~~adverse atweather ~~our~~conditions, ~~Company-owned~~including ~~and~~the ~~franchised~~impact ~~restaurants~~of climate change, asenvironmental ~~well~~regulations, asindustry ~~sales~~demand, toinflationary ~~our~~pressures, ~~Branded~~the ~~Product~~potential ~~Program~~impacts ~~customers~~of tariffs and ~~royalties~~other ~~earned~~macroeconomic ~~from~~factors beyond our ~~licensing activities~~control.

~~The~~While ~~Company~~inflationary ~~cannot~~pressures ~~predict~~eased ifslightly ~~new~~during ~~variants~~fiscal ofyear ~~COVID-19 will be discovered~~2025, ~~what~~we ~~restrictions~~ may becontinue ~~enacted~~to byexperience ~~local,~~increases ~~state~~in ~~and~~ the ~~federal~~cost ~~government,~~of ~~to what extent it can maintain off-premises sales volumes~~food, ~~whether~~commodity itand ~~can~~paper ~~maintain~~products ~~sufficient staffing levels at our Company-owned restaurants~~which, ~~or if individuals will be comfortable congregating~~ in ~~our dining rooms or public venues such as professional sports arenas~~turn, ~~amusement parks, shopping malls or movie theaters, and what long-lasting effects COVID-19~~ may ~~have~~adversely onaffect ~~the Company as a whole. The imposition of restrictions or a return to shutdowns imposed by local, state and/or the federal government may have a material adverse effect on~~ our business, results of operations and financial condition. ~~COVID-19 has heightened many of the other risks described in this Item 1A, “Risk Factors.”~~

~~Increases~~We incannot assure that our Company-owned restaurants or our franchised restaurants will be able to purchase its food, commodity or paper products at reasonable prices, or that the cost of such food, ~~and~~commodity or paper products ~~could~~will ~~harm~~remain ~~our~~stable ~~profitability~~in ~~and~~the ~~operating results~~future.

General economic conditions, including increases in inflation, have adversely affected our food, commodity and paper costs and may continue to do so. Our success and profitability depends on our customers willingness to pay higher prices for our products across all channels of distribution and there is no assurance that they will do so.20

~~Food~~We are unable to predict the future cost of our hot dogs and ~~paper~~expect to experience price volatility for our beef products ~~represent~~during ~~approximately~~fiscal ~~25%~~2026. To the extent that beef prices increase as compared to ~~30%~~earlier ofperiods, it could impact our ~~cost~~results of ~~restaurant sales~~operations. WeIf ~~purchase~~the ~~large~~price ~~quantities~~ of beef, ~~and~~ beef trimmings ~~and~~or other food products that we use in our ~~beef~~operations ~~costs~~significantly ~~represent~~increases ~~approximately~~or ~~80%~~remains toelevated ~~90%~~for a sustained period of time, particularly in the Branded Product Program, and we choose not to pass, or cannot pass, these increases on to our ~~cost~~customers, our operating margins will decrease and such decrease in operating margins could have a material adverse effect on our business, results of ~~sales~~operations or financial condition. ~~The~~We ~~market~~attempt ~~for~~to ~~beef~~offset iscost ~~particularly~~increases ~~volatile~~resulting from inflation by increasing prices and isentering ~~subject~~into tosales ~~significant~~agreements ~~price~~with ~~fluctuations~~our ~~due~~Branded Product Program customers that are correlated to ~~seasonal~~our ~~shifts,~~cost ~~climate~~of ~~conditions~~beef and beef trimmings. However, ~~industry~~if ~~demand~~we are unable to continue to execute or to renew these sales agreements, ~~inflationary~~our ~~pressures~~operating margins could be negatively affected and ~~other~~could ~~macroeconomic~~have ~~factors~~a ~~beyond~~material adverse effect on our ~~control~~business, results of operations or financial condition.

WeFrom ~~may~~time ~~continue~~ to ~~experience~~time, ~~increases~~we have sought to lock in the cost of ~~food,~~a ~~commodity~~portion ~~and~~of ~~paper~~our ~~products~~beef ~~which,~~purchases by entering into various commitments to purchase hot dogs during certain periods in ~~turn~~an effort to ensure supply of product at a fixed cost of product. However, we may ~~adversely~~be ~~affect~~unable ~~our~~to ~~business~~enter into similar purchase commitments in the future. In addition, ~~results~~we ofdo ~~operations~~not ~~and~~have the ability to effectively hedge our beef purchases using futures or forward contracts without incurring undue financial ~~condition~~cost and risk.

WePrice ~~cannot~~increases ~~assure~~may ~~that~~impact ~~our~~customer Company-owned restaurants or our franchised restaurants will be able to purchase its food, commodity or paper products at reasonable prices, or that the cost of such food, commodity or paper products will remain stable in the futurevisits.

WeThe ~~are~~Company ~~unable~~and toour ~~predict~~franchisees ~~the~~have ~~future~~increased ~~cost~~prices ofon ~~our~~selected ~~hot~~menu ~~dogs~~items ~~and~~in ~~expect~~order to ~~experience~~offset ~~price~~rising ~~volatility~~food ~~for~~and ~~our~~commodity ~~beef products during fiscal 2025~~costs. ToAlthough ~~the~~we ~~extent~~have ~~that~~not ~~beef~~experienced ~~prices~~significant ~~increase~~resistance ~~as compared~~ to ~~earlier periods, it could impact~~ our ~~results~~past ~~of operations. If the~~ price ~~of beef~~increases, ~~beef~~future ~~trimmings~~price orincreases ~~other~~may ~~food~~deter ~~products~~customers ~~that~~from wevisiting ~~use in~~ our ~~operations~~Company-owned ~~significantly~~and ~~increases,~~franchised ~~particularly in the Branded Product Program~~restaurants, ~~and~~may wedecrease ~~choose~~our ~~not~~ability to ~~pass,~~attract ornew ~~cannot pass~~customers, ~~these~~may ~~increases~~decrease ondemand tofor our ~~customers,~~products at our ~~operating~~Company-owned ~~margins~~and ~~will~~franchised ~~decrease~~restaurants and ~~such~~may ~~decrease~~adversely inaffect ~~operating margins could have a material adverse effect on~~ our ~~business,~~restaurant ~~results of~~ operations ~~or financial condition~~.

20Our licensing revenue and overall profitability is substantially dependent on our agreement with Smithfield Foods, Inc. and the loss or a significant reduction of this revenue would have a material adverse effect on our financial condition and results of operations.

~~From~~We ~~time~~earned tolicense ~~time~~royalties from Smithfield Foods, weInc. ~~have~~of ~~sought~~approximately to$33,589,000 ~~lock~~in fiscal 2025 and approximately $30,067,000 in ~~the~~fiscal ~~cost~~2024 representing 23% and 22% of total revenues, respectively. As a ~~portion~~result of our ~~beef~~agreement ~~purchases~~with bySmithfield ~~entering~~Foods, ~~into~~Inc. ~~various~~which ~~commitments~~expires toin ~~purchase~~2032, ~~hot~~we ~~dogs~~expect ~~during~~that ~~certain~~most ~~periods~~of inour anlicense ~~effort~~royalties towill ~~ensure~~be ~~supply~~earned offrom ~~product~~Smithfield atFoods, aInc. ~~fixed~~for ~~cost~~the offoreseeable ~~product~~future. ~~However~~Accordingly, wein ~~may~~the beevent ~~unable~~that to(i) ~~enter~~Smithfield ~~into~~Foods, ~~similar~~Inc. ~~purchase~~experiences ~~commitments~~financial inor operational difficulties, (ii) there is a disruption or termination of the ~~future~~Smithfield Foods, Inc. Inagreement ~~addition~~or (iii) there is a significant decrease in our license royalties from Smithfield Foods, weInc., doit ~~not~~would have ~~the~~a ~~ability~~material toadverse ~~effectively~~effect ~~hedge~~on our ~~beef~~business, ~~purchases~~results ~~using~~of ~~futures~~operations orand ~~forward~~financial ~~contracts~~condition. ~~without~~We ~~incurring~~cannot ~~undue~~assure ~~financial~~you ~~cost~~that ~~and~~we ~~risk~~will be able to renew the license agreement with Smithfield Foods, Inc.

~~Price~~A ~~increases~~significant ~~may~~amount ~~impact~~of ~~customer~~our ~~visits~~Branded Product Program revenue is from a small number of accounts. The loss of any one or more of those accounts could harm our profitability and operating results.

~~The~~A ~~Company~~small ~~and~~number of our ~~franchisees~~Branded ~~have~~Product ~~increased~~Program ~~prices~~customers onaccount ~~selected~~for ~~menu~~a ~~items~~significant inportion ~~order~~of toour ~~offset~~Branded ~~rising~~Product ~~food~~Program ~~and~~revenues. ~~commodity~~Sales ~~costs.~~to ~~Although~~our wefive ~~have~~largest ~~not~~Branded ~~experienced~~Product ~~significant~~Program ~~resistance~~customers towere 79% and 77% of our ~~past~~Branded ~~price~~Product ~~increases~~Program revenues in fiscal 2025 and fiscal 2024, ~~future~~respectively. ~~price~~In ~~increases~~the ~~may~~event ~~deter~~that any one of these Branded Product Program customers ~~from~~experience ~~visiting~~financial ~~our~~difficulties ~~Company-owned~~or, ~~and~~upon ~~franchised~~the ~~restaurants~~expiration of their existing agreements, ~~may~~if ~~decrease~~applicable, ~~demand~~are ~~for~~not ~~our~~willing ~~products~~to atdo ~~our~~business with us in the future on terms acceptable to the Company~~-owned~~, ~~and~~there ~~franchised~~could ~~restaurants~~be ~~and~~a ~~may~~material ~~adversely~~adverse ~~affect~~effect on our ~~restaurant~~business, results of operations and financial condition.

~~Our licensing revenue and overall profitability is substantially dependent on our agreement with~~ Smithfield Foods, Inc. ~~and~~currently ~~the~~has ~~loss~~two ormanufacturing afacilities ~~significant~~producing ~~reduction~~different ofNathan’s ~~this~~products ~~revenue~~and ~~would have~~ a ~~material~~long-term ~~adverse~~significant ~~effect~~interruption onof ~~our~~a ~~financial~~primary ~~condition~~facility ~~and~~could ~~results~~potentially ofdisrupt our operations.

WeSmithfield ~~earned~~Foods, ~~license~~Inc. ~~royalties~~currently ~~from~~has ~~Smithfield~~two ~~Foods,~~manufacturing ~~Inc~~facilities producing different Nathan’s products. A temporary closure at either of ~~approximately~~these ~~$30,067,000~~plants incould ~~fiscal~~potentially ~~2024~~cause ~~and~~a ~~approximately~~short-term ~~$29,998,000~~disruption into ~~fiscal~~the ~~2023~~production ~~representing~~or ~~22%~~distribution ~~and~~of ~~23%~~certain products to customers. A longer-term significant interruption at either of ~~total~~these ~~revenues~~production facilities, ~~respectively.~~whether Asas a result of a natural disaster or other causes, could significantly impair our ~~agreement~~ability ~~with~~to operate our business on a day-to-day basis while Smithfield Foods, Inc. ~~which~~determines ~~expires~~how into ~~2032~~make up for any lost production capabilities, during which time we ~~expect~~may ~~that~~not ~~most~~be ofable ~~our~~to ~~license~~secure ~~royalties~~sufficient ~~will~~alternative besources ~~earned~~of ~~from~~supply ~~Smithfield~~on ~~Foods~~acceptable terms, ~~Inc~~if at all. ~~for~~In ~~the~~addition, ~~foreseeable~~a ~~future.~~long-term ~~Accordingly,~~disruption in ~~the~~supply ~~event~~to ~~that~~our ~~(i)~~customers ~~Smithfield~~could ~~Foods,~~cause ~~Inc.~~our ~~experiences~~customers ~~financial~~to determine not to purchase some or ~~operational~~all ~~difficulties~~of their hot dogs from us in the future, ~~(ii)~~which ~~there~~in isturn awould ~~disruption~~adversely oraffect ~~termination~~our business, results of ~~the~~operations ~~Smithfield~~and ~~Foods,~~financial ~~Inc~~condition. ~~agreement~~Furthermore, a supply disruption or ~~(iii)~~other ~~there~~events ismight aaffect ~~significant~~our ~~decrease~~brand in ~~our~~the ~~license~~eyes ~~royalties~~of ~~from~~consumers ~~Smithfield~~and ~~Foods~~the retail trade, ~~Inc.~~which damage might negatively impact our overall business in general, itwhich ~~would~~could ~~have~~result in a material adverse effect on our business, results of operations ~~and~~or financial condition.

~~A significant amount of our Branded Product Program revenue is from a small number of accounts. The loss of any one or more of those accounts could harm our profitability and operating results.~~21

AThe ~~small~~loss ~~number~~ of our Branded Product Program customers account for a significant portion of our Branded Product Program revenues. Sales to our five largest Branded Product Program customers were 77% and 76% of our Branded Product Program revenues in fiscal 2024 and fiscal 2023, respectively. In the event that any one ~~of these Branded Product Program customers experience financial difficulties~~ or, ~~upon~~more ~~the expiration~~ of ~~their~~our ~~existing~~key ~~agreements,~~suppliers ifcould ~~applicable,~~lead ~~are not willing~~ to dosupply ~~business with us in the future on terms acceptable to the Company~~disruptions, ~~there~~increased ~~could~~costs beand alower ~~material~~operating ~~adverse effect on our business,~~ results ~~of operations and financial condition~~.

~~Smithfield~~We ~~Foods,~~have ~~Inc.~~historically ~~currently~~relied ~~has~~on ~~two~~one ~~manufacturing~~supplier ~~facilities~~for ~~producing~~the ~~different~~majority ~~Nathan’s~~of ~~products~~our hot dogs and another supplier for a ~~long~~majority of our supply of frozen crinkle-~~term~~cut ~~significant~~French fries for our restaurant system. An interruption in the supply of aproduct ~~primary~~from ~~facility~~either of these suppliers without our obtaining an alternative source of supply on comparable terms could ~~potentially~~lead ~~disrupt~~to supply disruptions, increased costs and lower operating results. We have an agreement with a secondary hot dog manufacturer that continues to also supply natural casing hot dogs for our ~~operations~~restaurant business.

~~Smithfield~~In ~~Foods,~~the ~~Inc.~~event ~~currently~~that ~~has~~the ~~two~~hot ~~manufacturing~~dog ~~facilities~~or ~~producing~~French ~~different~~fry ~~Nathan’s~~suppliers ~~products.~~are Aunable ~~temporary closure at either of these plants could potentially cause a temporary disruption~~ to fulfill our ~~source~~requirements offor ~~supply~~any reason, ~~potentially~~including ~~causing~~due ~~some or all of certain shipments~~ to ~~customers~~a ~~to be delayed. A longer-term~~ significant interruption atin ~~either~~its ofmanufacturing ~~these production facilities~~operations, whether as a result of a natural disaster or for other ~~causes~~reasons, such interruption could significantly impair our ability to operate our business on a day-to-day basis ~~while Smithfield Foods, Inc~~. determines how to make up for any lost production capabilities, during which time we may not be able to secure sufficient alternative sources of supply on acceptable terms, if at all. In addition, a long-term disruption in supply to our customers could cause our customers to determine not to purchase some or all of their hot dogs from us in the future, which in turn would adversely affect our business, results of operations and financial condition. Furthermore, a supply disruption or other events might affect our brand in the eyes of consumers and the retail trade, which damage might negatively impact our overall business in general, which could result in a material adverse effect on our business, results of operations or financial condition.

21In the event that we are unable to find one or more alternative suppliers of hot dogs or French fries on a timely basis, there could be a disruption in the supply of product to our Company-owned restaurants, franchised restaurants and Branded Product Program customers, which would damage our business, our franchisees and our Branded Product Program customers and, in turn, negatively impact our financial results. In addition, any gap in supply to retail customers may result in lost license royalties to us, which could have a significant adverse financial impact on our results of operations. Furthermore, any gap in supply to retail customers may damage our brand in the eyes of consumers and the retail trade, which might negatively impact our overall business in general and impair our ability to continue our retail licensing program.

~~The~~Additionally, ~~loss~~there is no assurance that any supplemental sources of ~~one~~supply orwould ~~more~~be capable of meeting our ~~key~~specifications ~~suppliers~~and ~~could~~quality ~~lead~~standards toon a timely and consistent basis or that the financial terms of such supply ~~disruptions,~~arrangement ~~increased~~will ~~costs~~be ~~and~~comparable ~~lower~~to ~~operating~~our ~~results~~present terms.

WeOur ~~have~~earnings ~~historically~~and ~~relied~~business ongrowth ~~one~~strategy ~~supplier~~depend ~~for~~in ~~the~~large ~~majority~~part ofon ~~our~~the ~~hot~~success ~~dogs and another supplier for a majority~~ of our ~~supply~~product oflicensees ~~frozen~~and ~~crinkle-cut~~product ~~French fries for our restaurant system~~manufacturers. AnOur ~~interruption~~reputation inand the ~~supply~~reputation of ~~product from either of these suppliers without~~ our ~~obtaining~~brand anmay ~~alternative~~be ~~source~~harmed ofby ~~supply~~actions ontaken ~~comparable~~by ~~terms~~our ~~could~~product ~~lead~~licensees toor ~~supply~~product ~~disruptions,~~manufacturers ~~increased costs and lower operating results. We have an agreement with a secondary hot dog manufacturer~~ that ~~continues~~are tootherwise ~~also~~outside ~~supply~~of ~~natural casing hot dogs for~~ our ~~restaurant business~~control.

InA ~~the~~significant ~~event~~portion ~~that~~of our earnings has come from royalties paid by our product licensees, such as Smithfield Foods, Inc., Saratoga Food Specialties, Inc., a wholly-owned subsidiary of Solina, and Lamb Weston Holdings, Inc. Although our agreements with these licensees contain numerous controls and safeguards, and we monitor the ~~hot~~operations ~~dog~~of orour ~~French~~product ~~fry~~licensees, ~~suppliers~~our licensees are ~~unable~~independent tocontractors, ~~fulfill~~and their employees are not our ~~requirements~~employees. ~~for~~Accordingly, ~~any~~we ~~reason~~cannot necessarily control the performance of our licensees under their license agreements, including ~~due~~without limitation, the licensee’s continued best efforts to amanufacture ~~significant~~our ~~interruption~~products infor ~~its~~retail ~~manufacturing~~distribution ~~operations~~and our foodservice businesses, ~~whether~~to astimely adeliver ~~result~~the licensed products, to market the licensed products and to assure the quality of athe ~~natural~~licensed ~~disaster~~products produced and/or ~~for~~sold ~~other~~by ~~reasons~~a product licensee. Any shortcoming in the quality, ~~such~~quantity ~~interruption~~and/or timely delivery of a licensed product could ~~significantly~~cause ~~impair~~reputational damage to us, potentially adversely affecting our ~~ability~~business, results of operations and financial condition. In addition, a licensee’s failure to ~~operate~~effectively market the licensed products may result in decreased sales, which would adversely affect our business, onresults aof ~~day-~~operations and financial condition. Also, to~~-day~~ ~~basis~~the extent that the terms and conditions of any of these license agreements change or we change any of our product licensees, our business, results of operations and financial condition could be materially affected.

In the event that we are unable to find one or more alternative suppliers of hot dogs or French fries on a timely basis, there could be a disruption in the supply of product to our Company-owned restaurants, franchised restaurants and Branded Product Program accounts, which would damage our business, our franchisees and our Branded Product Program customers and, in turn, negatively impact our financial results. In addition, any gap in supply to retail customers may result in lost license royalties to us, which could have a significant adverse financial impact on our results of operations. Furthermore, any gap in supply to retail customers may damage our brand in the eyes of consumers and the retail trade, which might negatively impact our overall business in general and impair our ability to continue our retail licensing program.22

~~Additionally,~~The ~~there~~quick-service isrestaurant nobusiness ~~assurance~~is ~~that~~highly ~~any~~competitive, ~~supplemental sources of supply would be capable of meeting our specifications~~ and ~~quality standards on a timely and consistent basis or~~ that ~~the~~competition ~~financial~~could ~~terms~~lower ~~of such supply arrangement will be as favorable as our present terms with our hot dog or French fry supplier~~revenues, asmargins ~~the~~and ~~case~~market ~~may be~~share.

~~Any~~The quick-service restaurant business of the ~~foregoing~~foodservice ~~occurrences~~industry ~~may~~is ~~cause~~intensely ~~disruptions~~competitive inwith respect to taste preferences, price, service, location, brand reputation, advertising and promotional initiatives, personnel, and the ~~supply~~type and quality of menu offerings. We and our ~~hot~~franchisees ~~dog~~compete orwith ~~French~~international, ~~fry~~national, ~~products~~regional and ~~may~~local ~~damage~~restaurant ~~our~~chains. ~~franchisees~~We also compete with non-traditional market participants including virtual kitchens, where meals are prepared at separate takeaway premises rather than a restaurant, and ~~our~~with ~~Branded~~food ~~Product~~delivery ~~Program~~services, ~~customers~~which provide consumers with a convenient access to a broad range of competing restaurant chains. Other key competitive factors include the number and location of restaurants, quality and speed of service, attractiveness of facilities, effectiveness of digital and social media engagement, and new product development. We anticipate competition will continue to focus on quality, convenience and pricing. Many of our competitors have substantially larger marketing budgets which ~~could~~may ~~result~~provide inthem with a ~~material~~competitive advantage and some of these companies may be more innovative and be able to bring new products to market and more quickly capitalize on new consumer trends or preferences. Changes in pricing or other marketing strategies by these competitors can have an adverse ~~effect~~impact on our ~~business~~sales, ~~results~~earnings and growth. For example, many of ~~operations~~those orcompetitors ~~financial~~have ~~condition~~adopted “value pricing” strategies intended to lure customers away from other companies, including our Company. Consequently, these strategies could have the effect of drawing customers away from companies which do not engage in discount pricing and could also negatively impact the operating margins of competitors which attempt to match their competitors’ price reductions. We may be unable to change our pricing strategies sufficiently to compete in such an environment.

~~Our~~In ~~earnings~~addition, ~~and~~if ~~business~~patrons ~~growth~~have ~~strategy~~a ~~depend~~poor inexperience ~~large~~at ~~part~~a onCompany-owned ~~the~~or ~~success~~a offranchised ~~our~~restaurant, ~~product~~we ~~licensees~~may ~~and~~experience ~~product~~a ~~manufacturers.~~decrease ~~Our~~in ~~reputation~~customer ~~and~~counts ~~the~~which, ~~reputation~~in ofturn, ~~our brand~~ may beresult ~~harmed~~in bya ~~actions~~decline ~~taken~~in byCompany-owned ~~our~~restaurant ~~product~~sales ~~licensees~~ or ~~product~~franchise ~~manufacturers that are otherwise outside of our control~~royalties.

AWe ~~significant~~and ~~portion of~~ our ~~earnings~~franchisees ~~has~~compete ~~come~~within ~~from~~the ~~royalties~~foodservice ~~paid~~market byand ~~our~~the ~~product~~quick-service ~~licensees,~~restaurant ~~such~~business asnot ~~Smithfield~~only ~~Foods,~~for ~~Inc.,~~customers ~~Saratoga~~but ~~Food~~also ~~Specialties,~~for ~~Inc.,~~management aand ~~wholly-owned~~hourly ~~subsidiary~~employees ~~of Solina,~~ and ~~Lamb~~qualified ~~Weston Holdings, Inc~~franchisees. ~~Although~~If ~~our agreements with these licensees contain numerous controls and safeguards, and~~ we ~~monitor the operations of our product licensees, our licensees~~ are ~~independent~~unable ~~contractors,~~to ~~and~~maintain ~~their employees are not~~ our ~~employees.~~competitive ~~Accordingly~~position, we ~~cannot~~could ~~necessarily~~experience ~~control~~downward ~~the~~pressure ~~performance~~on ~~of our licensees under their license agreements~~prices, ~~including~~lower ~~without~~demand ~~limitation, the licensee’s continued best efforts to manufacture our products~~ for ~~retail distribution and our foodservice businesses~~products, toreduced ~~timely deliver the licensed products~~margins, ~~to market~~ the ~~licensed~~inability ~~products and~~ to ~~assure~~take ~~the~~advantage ~~quality~~ of ~~the~~new ~~licensed~~business ~~products~~opportunities ~~produced~~ and~~/or~~ ~~sold by a product licensee. Any shortcoming in~~ the ~~quality,~~loss ~~quantity and/or timely delivery~~ of a licensed product is likely to be attributed by consumers to an entire brand’s reputation, potentially adversely affecting our business, results of operations and financial condition. In addition, a licensee’s failure to effectively market ~~the licensed products may result in decreased sales, which would adversely affect our business, results of operations and financial condition~~share. Also, to the extent that the terms and conditions of any of these license agreements change or we change any of our product licensees, our business, results of operations and financial condition could be materially affected.

~~The~~All ~~quick-service~~such ~~restaurant~~competition ~~business~~may isadversely ~~highly~~affect ~~competitive~~our business, ~~and~~results ~~that~~of ~~competition~~operations ~~could lower revenues, margins~~ and ~~market~~financial ~~share~~condition.

~~The~~Changes ~~quick-service~~in ~~restaurant business of the foodservice industry is intensely competitive with respect to taste preferences~~economic, ~~price,~~market ~~service, location, brand reputation, advertising~~ and ~~promotional~~other ~~initiatives,~~conditions ~~personnel,~~could ~~and~~adversely ~~the~~affect ~~type~~us and ~~quality of menu offerings. We and~~ our franchisees ~~compete with international~~, ~~national, regional~~ and ~~local~~thereby restaurant chains. Other key competitive factors include the number and location of restaurants, quality and speed of service, attractiveness of facilities, effectiveness of digital and social media engagement, and new product development. We anticipate competition will continue to focus on quality, convenience and pricing. Many of our competitors have substantially larger marketing budgets which may provide them with a competitive advantage. Changes in pricing or other marketing strategies by these competitors can have an adverse impact on our sales, earnings and growth. For example, many of those competitors have adopted “value pricing” strategies intended to lure customers away from other companies, including our Company. Consequently, these strategies could have the effect of drawing customers away from companies which do not engage in discount pricing and could also negatively impact the operating ~~margins of competitors which attempt to match their competitors’ price reductions. Extensive price discounting in the quick-service restaurant business could have an adverse effect on our financial~~ results.

22The quick-service restaurant business is affected by changes in international, national, regional, and local economic conditions, consumer preferences and spending patterns, demographic trends, consumer perceptions of food safety and health, diet and nutrition, weather, traffic patterns, the type, number and location of competing restaurants, and the effects of war or terrorist activities and any governmental responses thereto. Factors such as inflation, higher costs for each of food, labor, benefits and utilities, the availability and cost of suitable sites, rising insurance rates, state and local regulations and licensing requirements, legal claims, and the availability of an adequate number of qualified management and hourly employees also adversely affect restaurant operations and administrative expenses. Our ability and our franchisees’ ability to finance new restaurant development, to make improvements and additions to existing restaurants, and the acquisition of restaurants from, and sale of restaurants to, franchisees is affected by economic conditions, including interest rates and other government policies impacting land and construction costs and the cost and availability of borrowed funds.

~~In addition~~Further, ifwe ~~patrons~~are ~~have~~dependent aupon ~~poor~~consumer ~~experience~~discretionary atspending aand ~~Company-owned~~are subject to changes in or auncertainty ~~franchised~~regarding ~~restaurant,~~macroeconomic weconditions ~~may~~in ~~experience~~the aUnited ~~decrease~~States and in ~~customer~~other ~~counts~~regions ~~which~~of the world. If the economy experiences a downturn or there are other uncertainties regarding economic prosperity, inor ~~turn~~other negative global and local macroeconomic conditions, consumer discretionary spending may ~~result~~be innegatively aimpacted ~~decline~~which inmay ~~Company-owned~~adversely ~~restaurant~~affect our sales orand ~~franchise~~operating ~~royalties~~profit.

WeCurrent ~~and~~restaurant ~~our~~locations ~~franchisees~~may ~~compete~~become ~~within~~unattractive, ~~the foodservice market~~ and ~~the~~attractive ~~quick-service~~new ~~restaurant~~locations ~~business~~may not ~~only~~be ~~for~~available ~~customers but also~~ for ~~management~~a ~~and~~reasonable ~~hourly employees and qualified franchisees. If we are unable to maintain our competitive position~~price, weif ~~could~~at ~~experience downward pressure on prices~~all, ~~lower~~which ~~demand~~may ~~for~~reduce ~~products,~~our ~~reduced margins, the inability to take advantage of new business opportunities and the loss of market share~~revenue.

~~All~~The ~~such~~success ~~competition~~of ~~may~~any ~~adversely~~restaurant ~~affect~~depends in substantial part on its location. There can be no assurance that current locations will continue to be attractive as demographic patterns change. Neighborhood or economic conditions where restaurants are located could decline in the future, thus resulting in potentially reduced sales in those locations. If we and our ~~business~~franchisees cannot obtain desirable additional and alternative locations at reasonable prices, our results of operations ~~and~~would ~~financial~~be ~~condition~~adversely affected.

~~Changes in economic, market and other conditions could adversely affect us and our franchisees, and thereby our operating results.~~23

~~The quick-service restaurant business is affected by changes in international~~Additionally, ~~national,~~we ~~regional,~~need ~~and~~to ~~local~~maintain ~~economic~~the ~~conditions,~~attractiveness ~~consumer preferences and spending patterns, demographic trends, consumer perceptions~~ of ~~food~~our ~~safety~~Company-owned ~~and~~restaurants ~~health, diet~~ and ~~nutrition,~~our ~~weather,~~franchisees ~~traffic~~are ~~patterns,~~responsible for the ~~type,~~regular ~~number~~upkeep ~~and location~~ of ~~competing~~their ~~restaurants,~~respective ~~and the effects of war or terrorist activities and any governmental responses thereto~~locations. ~~Factors~~If ~~such~~the ~~as inflation, higher~~ costs ~~for~~associated ~~each~~with ofcapital ~~food,~~improvements ~~labor, benefits~~ and/or ~~utilities,~~regular ~~the~~upkeep ~~availability~~are ~~and~~higher ~~cost~~than ~~of suitable sites~~anticipated, ~~rising~~restaurants ~~insurance~~are ~~rates,~~closed ~~state~~for ~~and~~remodeling ~~local~~for ~~regulations~~longer ~~and licensing requirements~~periods, ~~legal claims, and~~ the ~~availability~~results of anour ~~adequate number of qualified management and hourly employees also adversely affect~~ restaurant operations ~~and~~segment ~~administrative~~would ~~expenses.~~be ~~Our~~adversely ability and our franchisees’ ability to finance new restaurant development, to make improvements and additions to existing restaurants, and the acquisition of restaurants from, and sale of restaurants to, franchisees is affected ~~by economic conditions, including interest rates and other government policies impacting land and construction costs and the cost and availability of borrowed funds~~.

Further, wethe ~~are~~leases ~~dependent~~at ~~upon~~our ~~consumer~~Company-owned ~~discretionary~~restaurants ~~spending~~located ~~and~~at ~~are~~Coney ~~subject~~Island toand ~~changes~~at inthe orConey ~~uncertainty~~Island ~~regarding~~Boardwalk ~~macroeconomic~~expire ~~conditions~~ in ~~the~~December ~~United~~2027 ~~States~~ and inNovember ~~other~~2027, ~~regions of the world~~respectively. IfWe ~~the~~may ~~economy~~not ~~experiences~~be aable ~~downturn~~to orre-negotiate ~~there~~our ~~are~~current ~~other~~lease ~~uncertainties~~terms. ~~regarding~~If ~~economic~~we ~~prosperity,~~cannot orrenew ~~other~~our ~~negative~~leases ~~global~~on ~~and~~attractive ~~local macroeconomic conditions~~terms, ~~consumer~~it ~~discretionary~~could ~~spending may be negatively impacted which may~~ adversely affect our ~~sales~~business, results of operations and ~~operating~~financial ~~profit~~condition.

~~Current~~Any ~~restaurant~~perceived ~~locations~~or ~~may~~real ~~become~~health ~~unattractive,~~risks ~~and~~related ~~attractive~~to ~~new~~the ~~locations~~food ~~may~~industry ~~not~~could beadversely ~~available~~affect ~~for~~our aability ~~reasonable~~to ~~price,~~sell ~~if at all, which may reduce~~ our ~~revenue~~products.

~~The~~We ~~success~~are ofsubject ~~any restaurant depends in substantial part on its location. There can be no assurance that current locations will continue~~ to berisks ~~attractive~~affecting asthe ~~demographic~~food ~~patterns~~industry, ~~change.~~including ~~Neighborhood~~risks orposed ~~economic~~by ~~conditions where restaurants are located could decline in~~ the ~~future,~~following: ~~thus~~food ~~resulting~~spoilage inor ~~potentially~~food ~~reduced~~contamination; ~~sales~~consumer inproduct ~~those~~liability ~~locations.~~claims; Ifproduct wetampering; and ~~our~~the ~~franchisees~~potential ~~cannot~~cost ~~obtain desirable additional~~ and ~~alternative~~disruption ~~locations at reasonable prices, our results~~ of ~~operations~~a ~~would~~product ~~be adversely affected~~recall.

~~Any~~Our ~~perceived~~products are susceptible to contamination by disease-producing organisms, or ~~real~~pathogens, ~~health~~such ~~risks~~as ~~related~~salmonella, norovirus, hepatitis A, trichinosis and generic E. coli. In addition, our beef products are also subject to the risk of contamination from bovine spongiform encephalopathy. Because these pathogens are generally found in the environment, there is a risk that these pathogens could be introduced to our products as a result of improper handling at the manufacturing, processing, foodservice or consumer level. Our suppliers’ manufacturing facilities and products, as well as our franchisee and Company-owned restaurant operations, are subject to extensive laws and regulations relating to health, food ~~industry~~preparation, sanitation and safety standards. Difficulties or failures in obtaining any required licenses or approvals or otherwise complying with such laws and regulations could adversely affect our ~~ability~~revenue. toFurthermore, ~~sell~~we cannot assure you that compliance with governmental regulations by our ~~products~~suppliers or in connection with restaurant operations will eliminate the risks related to food safety.

WeEvents ~~are~~reported ~~subject~~in the media, or incidents involving food-borne illnesses or food tampering, whether or not accurate, can cause damage to ~~risks~~our ~~affecting~~brand’s ~~the~~reputation and affect sales and profitability. Reports, whether true or not, of food-borne ~~industry~~illnesses ~~generally~~(such as e-coli, ~~including~~avian ~~risks~~flu, ~~posed~~bovine spongiform encephalopathy, hepatitis A, trichinosis or salmonella) and injuries caused by food tampering have in the ~~following:~~past severely injured the reputations of participants in the quick-service restaurant business and could in the future affect our business as well. Our brand’s reputation is an important asset to the business; as a result, anything that damages our brand’s reputation could immediately and severely hurt system-wide sales and, accordingly, revenue and profits. If customers become ill from food-borne ~~spoilage~~illnesses or food ~~contamination;~~tampering, ~~consumer~~we ~~product~~could ~~liability~~also ~~claims;~~be ~~product~~forced to temporarily close some, or all, restaurants. In addition, instances of food-borne illnesses or food tampering;, ~~and~~even those occurring solely at the ~~potential~~restaurants ~~cost~~of ~~and~~competitors, ~~disruption~~could, by resulting in negative publicity about the restaurant industry, adversely affect system sales on a local, regional or system-wide basis. A decrease in customer traffic as a result of these health concerns or negative publicity, or as a ~~product~~result ~~recall~~of a temporary closure of any of our Company-owned restaurants or our franchisees’ restaurants, could materially harm our business, results of operations and financial condition.

23Additionally, we may be subject to liability if the consumption of any of our products causes injury, illness, or death. A significant product liability judgment or a widespread product recall may negatively impact our sales and profitability for a period of time depending on product availability, competitive reaction, and consumer attitudes. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image. Injury to our brand’s reputation would likely reduce revenue and profits.

Our products are susceptible to contamination by disease-producing organisms, or pathogens, such as salmonella, norovirus, hepatitis A, trichinosis and generic E. coli. In addition, our beef products are also subject to the risk of contamination from bovine spongiform encephalopathy. Because these pathogens are generally found in the environment, there is a risk that these pathogens could be introduced to our products as a result of improper handling at the manufacturing, processing, foodservice or consumer level. Our suppliers’ manufacturing facilities and products, as well as our franchisee and Company-owned restaurant operations, are subject to extensive laws and regulations relating to health, food preparation, sanitation and safety standards. Difficulties or failures in obtaining any required licenses or approvals or otherwise complying with such laws and regulations could adversely affect our revenue. Furthermore, we cannot assure you that compliance with governmental regulations by our suppliers or in connection with restaurant operations will eliminate the risks related to food safety.24

~~Events~~Negative ~~reported in the media~~publicity, orincluding ~~incidents~~complaints ~~involving~~on ~~food-borne~~social ~~illnesses~~media orplatforms ~~food tampering, whether or not accurate, can cause damage to our brand’s reputation~~ and ~~affect~~other ~~sales and profitability. Reports, whether true or not, of food~~internet-~~borne~~based ~~illnesses (such as e-coli~~communications, avian flu, bovine spongiform encephalopathy, hepatitis A, trichinosis or salmonella) and injuries caused by food tampering have in the past severely injured the reputations of participants in the quick-service restaurant business and could indamage ~~the future affect~~ our ~~business as well. Our brand’s~~ reputation isand anharm ~~important asset to the business; as a result, anything that damages~~ our ~~brand’s~~guest ~~reputation could immediately and severely hurt system-wide sales and~~traffic, ~~accordingly, revenue~~ and profits. If customers become ill from food-borne illnesses or food tampering, we could also be forced to temporarily close some, or all, restaurants. In addition, instances of food-borne illnesses or food tampering, even those occurring solely at the restaurants of competitors, could, by resulting in ~~negative publicity about the restaurant industry~~turn, ~~adversely~~negatively ~~affect~~impact ~~system sales on a local, regional or system-wide basis. A decrease in customer traffic as a result of these health concerns or negative publicity, or as a result of a temporary closure of any of~~ our ~~Company-owned restaurants or our franchisees’ restaurants~~business, ~~could~~financial ~~materially harm our business~~condition, results of operations and ~~financial condition~~prospects.

~~Additionally,~~There wehas ~~may~~been bean ~~subject~~increase toin ~~liability if~~ the ~~consumption~~use of ~~any~~social media platforms and other forms of ~~our~~internet-based ~~products~~communications, ~~causes~~including ~~injury~~video sharing, ~~illness~~blogs, orchat ~~death.~~platforms Aand ~~significant~~instant ~~product~~messaging ~~liability~~platforms, ~~judgment~~that orallow individuals to access a ~~widespread~~broad ~~product~~audience ~~recall~~of ~~may~~consumers ~~negatively~~and ~~impact~~other ~~our~~interested ~~sales~~persons. The availability of information on these social media platforms and ~~profitability~~internet-based ~~for~~communications ais ~~period~~virtually ofimmediate, ~~time~~as ~~depending~~is onits ~~product~~impact. ~~availability~~The opportunity for dissemination of information, ~~competitive~~including ~~reaction~~inaccurate information, ~~and~~organizing ~~consumer~~collective ~~attitudes.~~actions ~~Even~~such ifas aboycotts ~~product~~and ~~liability~~other ~~claim~~brand-damaging behaviors is ~~unsuccessful~~seemingly orlimitless isand ~~not~~readily ~~fully~~available. ~~pursued,~~Information ~~the~~concerning ~~negative~~our ~~publicity~~business ~~surrounding~~and products may be posted on such platforms at any ~~assertion~~time. ~~that~~Information ~~our~~posted ~~products~~may ~~caused~~be ~~illness~~adverse to our interests or ~~injury~~may ~~could~~be ~~adversely~~inaccurate, ~~affect~~each of which may harm our ~~reputation~~performance, ~~with~~prospects ~~existing~~or ~~and~~business. ~~potential~~The ~~customers~~harm ~~and~~may ~~our~~be ~~corporate~~immediate without affording us an opportunity to investigate, respond to and ~~brand~~address ~~image~~an issue. ~~Injury~~Such toplatforms ~~our~~could ~~brand’s~~also ~~reputation~~be ~~would~~used ~~likely~~for ~~reduce~~dissemination ~~revenue~~of trade secret information, compromising valuable Company assets. The dissemination of information online, regardless of its accuracy, could harm our business, results of operations and ~~profits~~financial condition.

~~Negative~~The ~~publicity~~use of social media has become a larger element of our advertising and promotional efforts. These marketing initiatives may not be successful, ~~including~~resulting ~~complaints~~in onexpenses incurred without a corresponding increase in sales, increased customer awareness or engagement or brand awareness. The laws and regulations governing the use of social media ~~platforms~~are evolving and ~~other~~changing. ~~internet-based~~If ~~communications~~the Company, ~~could~~our ~~damage~~employees, our ~~reputation~~franchisees ~~and~~or ~~harm~~business ~~our~~partners ~~guest~~do ~~traffic,~~not adhere to the laws and inregulations ~~turn~~regarding the use of social media, ~~negatively~~it ~~impact~~may adversely affect our business, ~~financial condition,~~ results of operations, and ~~prospects~~financial condition and may subject the Company to litigation, fines or penalties.

~~There~~Changing ~~has~~health ~~been~~or andietary ~~increase~~preferences inmay ~~the~~cause ~~use~~consumers ~~of social media platforms and other forms of internet-based communications, including video sharing and instant messaging platforms, that allow individuals~~ to ~~access~~avoid a broad audience of consumers and other interested persons. The availability of information on these social media platforms and internet-based communications is virtually immediate, as is its impact. The opportunity for dissemination of information, including inaccurate information, organizing collective actions such as boycotts and other brand-damaging behaviors is seemingly limitless and readily available. Information concerning our business and products ~~may~~offered beby posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us anin ~~opportunity~~favor ~~for redress or correction. Such platforms could also be used for dissemination~~ of ~~trade~~alternative ~~secret information, compromising valuable Company assets~~foods. ~~The dissemination of information online, regardless of its accuracy, could harm our business, results of operations and financial condition.~~

The ~~use~~foodservice ofindustry ~~social~~is ~~media~~affected ~~has~~by ~~become~~consumer apreferences ~~larger element of our advertising~~ and ~~promotional~~perceptions, ~~efforts.~~including ~~These~~calories, ~~marketing initiatives may not be successful~~sodium, ~~resulting~~carbohydrates inor ~~expenses~~fat. ~~incurred~~If ~~without~~prevailing ahealth ~~corresponding~~or ~~increase~~dietary ~~in sales~~preferences, ~~increased~~perceptions ~~customer~~and ~~awareness~~governmental orregulation ~~engagement~~cause orconsumers ~~brand~~to ~~awareness.~~avoid ~~The~~the ~~laws~~products ~~and~~we ~~regulations~~offer ~~governing~~in ~~the~~favor ~~use~~ of ~~social~~alternative ~~media~~or ~~are~~healthier ~~evolving and changing. If the Company~~foods, ~~our~~demand ~~employees,~~for our ~~franchisees~~products ormay ~~business~~be ~~partners~~reduced ~~do not adhere to the laws~~ and ~~regulations~~could ~~regarding~~materially ~~the use of social media, it may~~ adversely affect our business, results of operations, and financial condition ~~and may subject the Company to litigation, fines or penalties~~.

~~Changing~~We ~~health~~may ornot ~~dietary~~be ~~preferences~~able ~~may~~to ~~cause~~adequately ~~consumers~~protect toour ~~avoid~~intellectual ~~products~~property, ~~offered~~which bycould usdecrease inthe ~~favor~~value of ~~alternative~~our ~~foods~~business or the value of our brands and products.

The ~~foodservice~~success ~~industry~~of isour ~~affected~~business bydepends ~~consumer~~on ~~preferences~~the ~~and~~continued ~~perceptions,~~ability ~~including~~to ~~calories~~use existing trademarks, ~~sodium~~domain names, ~~carbohydrates~~service ormarks ~~fat.~~and Ifother ~~prevailing~~components ~~health~~of oreach ~~dietary~~of ~~preferences,~~our ~~perceptions~~brands ~~and~~in ~~governmental~~order ~~regulation~~to ~~cause~~increase ~~consumers~~brand toawareness ~~avoid~~and ~~the~~further develop branded products. weWe ~~offer~~may innot ~~favor~~be ofable ~~alternative~~to oradequately ~~healthier~~protect ~~foods~~our trademarks, ~~demand~~and ~~for~~the ~~our~~use ~~products~~of these trademarks may beresult ~~reduced~~in ~~and~~liability ~~could~~for ~~materially~~trademark ~~adversely~~infringement, ~~affect~~trademark ~~our~~dilution ~~business,~~or ~~results~~unfair competition. All of ~~operations~~the ~~and~~steps ~~financial~~we ~~condition~~have taken to protect our intellectual property may not be adequate.

24We have registered or applied to register many of our trademarks and service marks both in the United States and in foreign countries. Due to the differences in foreign trademark laws, our trademark rights may not receive the same degree of protection in foreign countries as they would in the United States. We also cannot assure you that our trademark and service mark applications will be approved. In addition, third parties may oppose our trademark and service mark applications, or otherwise challenge our use of the trademarks or service marks. In the event that our trademarks or service marks are successfully challenged, we could be forced to rebrand our products and services, which could result in loss of brand recognition, and could require us to devote resources towards advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe upon our marks, or that we will have adequate resources to enforce our trademarks or service marks. We cannot ensure that all of the steps that we have taken to protect our intellectual property in the United States and foreign countries will be adequate. Furthermore, intellectual property disputes and trademark infringement claims may result in a distraction for management and significant expense, which may not be recoverable regardless of whether we are successful.

We ~~may~~also ~~not~~license bethird ~~able~~party franchisees and other licensees to ~~adequately~~use ~~protect~~our trademarks and service marks. We enter into franchise agreements with our ~~intellectual~~franchisees ~~property,~~and license agreements with our licensees which ~~could~~govern ~~decrease~~the use of our trademarks and service marks. Although we make efforts to monitor the ~~value~~use of our ~~business~~trademarks orand service marks by our franchisees and licensees, we cannot assure you that these efforts will be sufficient to ensure that our franchisees and licensees abide by the ~~value~~terms of the trademark licenses. In the event that our ~~brands~~franchisees and ~~products~~licensees fail to do so, our trademark and service mark rights could be diluted.

The success of our business depends on the continued ability to use existing trademarks, domain names, service marks and other components of each of our brands in order to increase brand awareness and further develop branded products. We may not be able to adequately protect our trademarks, and the use of these trademarks may result in liability for trademark infringement, trademark dilution or unfair competition. All of the steps we have taken to protect our intellectual property may not be adequate.25

WeOur ~~have~~earnings ~~registered or applied to register many of our trademarks~~ and ~~service~~business ~~marks~~growth ~~both~~strategy independ ~~the United States and~~ in ~~foreign~~large ~~countries.~~part ~~Due~~on to the ~~differences~~success ~~in foreign trademark laws, our trademark rights may not receive the same degree~~ of ~~protection in foreign countries as they would in the United States. We also cannot assure you that~~ our ~~trademark~~restaurant ~~and~~franchisees ~~service mark applications will be approved. In addition, third parties may oppose our trademark~~ and ~~service~~on ~~mark~~new ~~applications,~~restaurant ~~or otherwise challenge our use of the trademarks or service marks~~openings. InOur ~~the~~corporate ~~event~~reputation ~~that our trademarks~~ or ~~service~~brand ~~marks~~reputation ~~are~~may ~~successfully challenged, we could~~ be ~~forced~~harmed toby ~~rebrand~~actions ~~our~~taken ~~products~~by ~~and~~restaurant ~~services,~~franchisees ~~which could result in loss of brand recognition, and could require us to devote resources towards advertising and marketing new brands. Further, we cannot assure you~~ that ~~competitors~~are ~~will~~otherwise ~~not~~outside ~~infringe upon our marks, or that we will have adequate resources to enforce our trademarks or service marks. We cannot ensure that all~~ of ~~the steps that we have taken to protect~~ our ~~intellectual property in the United States and foreign countries will be adequate~~control.

WeA ~~also~~portion ~~license~~of ~~third~~our ~~party~~earnings ~~franchisees~~comes from royalties, fees and other ~~licensees~~amounts topaid ~~use~~by our ~~trademarks~~restaurant franchisees. These earnings are dependent upon the operational and ~~service~~financial ~~marks~~success of our franchise operators. WeThe ~~enter~~opening ~~into~~and ~~franchise~~success ~~agreements~~of ~~with~~franchised restaurants depends on various factors, including the demand for our ~~franchisees~~franchises and ~~license~~the ~~agreements~~selection ~~with~~of ~~our~~appropriate ~~licensees~~franchisee ~~which~~candidates, ~~govern~~the availability of suitable restaurant sites, the ~~use~~negotiation of ~~our~~acceptable ~~trademarks~~lease or purchase terms for new locations, permitting and ~~service~~regulatory ~~marks.~~compliance, ~~Although~~the weability ~~make~~to ~~efforts~~secure restaurant equipment, the ability to ~~monitor~~meet construction schedules, the ~~use~~availability of ~~our~~financing ~~trademarks~~and the financial and ~~service~~other ~~marks~~capabilities byof our franchisees and ~~licensees,~~area wedevelopers. We cannot assure you that ~~these~~area ~~efforts~~developers planning the opening of franchised restaurants will behave the business abilities or sufficient access to ~~ensure~~financial resources necessary to open the restaurants required by their agreements. We cannot assure you that franchisees will successfully participate in our strategic initiatives or operate their restaurants in a manner consistent with our concept and standards. Our franchisees are independent contractors, and ~~licensees~~their ~~abide~~employees byare not our employees. Our franchisees are solely responsible for making their own hiring, firing and disciplinary decisions, scheduling hours, establishing wages and managing their day-to-day operations at their individual locations in accordance with local and state laws. We provide training and support to, and monitor the ~~terms~~operations of, our franchisees, but the ~~trademark~~quality ~~licenses~~of their restaurant operations may be diminished by any number of factors beyond our control. InConsequently, the ~~event~~franchisees ~~that~~may not successfully operate their restaurants in a manner consistent with our high standards and requirements, and franchisees may not hire and ~~licensees~~train ~~fail~~qualified managers and other restaurant personnel. Any operational shortcoming of a franchised restaurant is likely to dobe soattributed by consumers to an entire brand or our system, thus damaging our ~~trademark~~corporate ~~and~~or ~~service~~brand ~~mark~~reputation, ~~rights~~potentially ~~could~~adversely beaffecting ~~diluted~~our business, results of operations and financial condition.

~~Our~~We ~~earnings~~cannot ~~and~~assure ~~business~~you ~~growth~~that ~~strategy~~franchisees ~~depend~~will inrenew ~~large~~their ~~part~~franchise onagreements ~~the~~or ~~success~~that franchised restaurants will remain open. Closings of franchised restaurants are expected in the ordinary course and may cause our ~~restaurant~~royalty ~~franchisees~~revenues and onfinancial ~~new~~performance ~~restaurant~~to ~~openings~~decline. Our ~~corporate~~principal ~~reputation~~competitors may have greater influence over their respective restaurant systems than we do because of their significantly higher percentage of company restaurants and/or ~~brand~~ownership ~~reputation~~of franchisee real estate and, as a result, may behave ~~harmed~~a bygreater ~~actions~~ability ~~taken~~to byimplement ~~restaurant~~operational ~~franchisees~~initiatives ~~that~~and ~~are~~business ~~otherwise~~strategies, ~~outside~~including oftheir ~~our~~marketing ~~control~~and advertising programs.

AAs ~~portion of~~ our ~~earnings comes from royalties, fees and other amounts paid by our restaurant~~ franchisees. ~~These earnings~~ are ~~dependent~~independent ~~upon the operational and financial success of our franchise~~ operators~~. The opening and success of franchised restaurants depends on various factors~~, ~~including~~we ~~the~~have ~~demand~~limited ~~for~~influence ~~our~~over ~~franchises~~their and the selection of appropriate franchisee candidates, the availability of suitable restaurant sites, the negotiation of acceptable lease or purchase terms for new locations, permitting and regulatory compliance, the ability to ~~secure~~invest ~~restaurant~~in ~~equipment,~~other ~~the~~businesses ~~ability~~or toincur ~~meet~~excessive ~~construction~~indebtedness. ~~schedules,~~Some ~~the availability~~ of ~~financing~~our ~~and~~franchisees ~~the~~have ~~financial~~invested ~~and~~in other ~~capabilities~~businesses, ofincluding ~~our~~other ~~franchisees~~restaurant ~~and area developers~~concepts. WeSuch ~~cannot~~franchisees ~~assure~~may ~~you~~use ~~that~~the ~~area~~cash ~~developers~~generated ~~planning~~by ~~the~~their ~~opening~~Nathan’s ~~of franchised~~ restaurants ~~will~~to ~~have~~expand ~~the~~their ~~business~~other ~~abilities~~businesses or ~~sufficient access~~ to ~~financial~~subsidize ~~resources~~losses ~~necessary~~incurred ~~to open the restaurants required~~ by ~~their~~such ~~agreements~~businesses. WeAdditionally, ~~cannot~~as ~~assure~~independent ~~you~~operators, ~~that~~ franchisees ~~will~~do ~~successfully~~not ~~participate~~require in our ~~strategic~~consent ~~initiatives~~to orincur ~~operate their restaurants in a manner consistent with our concept and standards~~indebtedness. ~~Our franchisees are independent contractors~~Consequently, ~~and their employees are not~~ our ~~employees. Our~~ franchisees ~~are~~have ~~solely~~in ~~responsible~~the ~~for making their own hiring~~past, ~~firing~~ and ~~disciplinary~~may ~~decisions,~~in ~~scheduling~~the ~~hours~~future, ~~establishing~~experience ~~wages~~financial ~~and~~distress ~~managing~~as ~~their~~a ~~day-to-day~~result ~~operations~~of ~~at their individual locations in accordance with local and state laws~~over-leveraging. WeTo ~~provide training and support to, and monitor~~ the ~~operations~~extent ~~of,~~that our franchisees, ~~but~~use the ~~quality~~cash offrom their ~~restaurant~~Nathan’s ~~operations~~restaurants ~~may~~to besubsidize ~~diminished by any number of factors beyond our control. Consequently, the franchisees may not successfully operate~~ their ~~restaurants~~other inbusinesses aor ~~manner~~experience ~~consistent~~financial ~~with our high standards and requirements~~distress, ~~and~~due ~~franchisees may not hire and train qualified managers and other restaurant personnel. Any operational shortcoming of a franchised restaurant is likely~~ to ~~be attributed by consumers to an entire brand or our system~~over-leveraging, ~~thus~~it ~~damaging~~could ~~our~~have ~~corporate~~a ormaterial ~~brand~~adverse ~~reputation,~~effect ~~potentially~~on ~~adversely affecting~~ our business, results of operations and financial condition.

25We rely on the performance of major retailers, wholesalers, specialty distributors and mass merchants for the success of our business, and should they perform poorly or give higher priority to other brands or products, our business could be adversely affected.

~~Growth~~We insell our ~~restaurant~~products ~~revenue~~to ~~and~~retail ~~earnings~~outlets isand ~~significantly~~wholesale ~~dependent~~distributors onincluding, ~~new~~traditional ~~restaurant~~supermarkets, ~~openings.~~mass ~~Numerous~~merchandisers, ~~factors~~warehouse ~~beyond~~clubs, ~~our~~wholesalers, ~~control~~food ~~may~~service ~~affect~~distributors ~~restaurant~~and ~~openings~~convenience stores. ~~These~~The ~~factors~~replacement ~~include~~by ~~but~~or ~~are~~poor ~~not~~performance ~~limited~~of ~~to:~~our major wholesalers, retailers or chains or our ~~ability~~inability to ~~attract~~collect ~~new~~accounts ~~franchisees;~~receivable ~~the~~from ~~availability~~our ofcustomers ~~site~~could ~~locations~~materially ~~for~~and ~~new~~adversely ~~restaurants;~~affect ~~the~~our ~~ability~~business, results of ~~potential~~operations ~~restaurant~~and ~~owners~~financial tocondition. ~~obtain~~In ~~financing~~addition, ~~which~~our ~~may~~customers ~~become~~offer ~~more~~branded ~~difficult~~and ~~due~~private tolabel ~~current~~products ~~market~~that ~~conditions~~compete ~~and~~directly ~~rising~~with ~~interest~~our ~~rates;~~products ~~the~~for ~~ability~~retail ofshelf ~~restaurant~~space ~~owners~~and toconsumer ~~hire~~purchases. Accordingly, ~~train~~there ~~and~~is ~~retain~~a ~~qualified~~risk ~~operating~~that ~~personnel;~~our ~~construction~~customers ~~and~~may ~~development~~give ~~costs~~higher ofpriority ~~new~~to ~~restaurants,~~their ~~particularly~~own inproducts ~~highly-competitive~~or ~~markets;~~to the ~~ability~~products of ~~restaurant~~our ~~owners~~competitors. In the future, our customers may not continue to ~~secure~~purchase ~~required~~our ~~governmental~~products ~~approvals~~or ~~and~~provide ~~permits~~our products with adequate levels of promotional support. A significant decline in the purchase of our products would have a ~~timely~~material ~~manner~~adverse effect on our business, orresults atof ~~all;~~operations and ~~adverse~~financial ~~weather conditions~~condition.

We cannot assure you that franchisees will renew their franchise agreements or that franchised restaurants will remain open. Closings of franchised restaurants are expected in the ordinary course and may cause our royalty revenues and financial performance to decline. Our principal competitors may have greater influence over their respective restaurant systems than we do because of their significantly higher percentage of company restaurants and/or ownership of franchisee real estate and, as a result, may have a greater ability to implement operational initiatives and business strategies, including their marketing and advertising programs.26

AsThe ~~our~~sophistication franchisees are independent operators, we have limited influence over their ability to invest in other businesses or incur excessive indebtedness. Some of our franchisees have invested in other businesses, including other restaurant concepts. Such franchisees may use the cash generated by their Nathan’s restaurants to expand their other businesses or to subsidize losses incurred by such businesses. Additionally, as independent operators, franchisees do not require our consent to incur indebtedness. Consequently, our franchisees have in the past, and ~~may~~buying inpower ~~the future, experience financial distress as a result~~ of ~~over-leveraging. To the extent that~~ our ~~franchisees~~customers use the cash from their Nathan’s restaurants to subsidize their other businesses or experience financial distress, due to over-leveraging, delayed or reduced payments of royalties, advertising fund contributions and rents for properties we lease to them, or otherwise, it could have a ~~material~~negative ~~adverse~~impact ~~effect~~ on ~~our business, results of operations and financial condition~~profits. In addition, lenders to our franchisees may be less likely to provide current or prospective franchisees necessary financing on favorable terms, or at all, due to market conditions and operating results.

WeOur ~~rely~~customers, onsuch ~~the~~as ~~performance~~supermarkets, ofwarehouse ~~major~~clubs, ~~retailers~~and food distributors, ~~wholesalers~~have continued to consolidate, ~~specialty~~resulting ~~distributors~~in fewer customers with which to do business and ~~mass~~increasing ~~merchants~~our ~~for~~exposure to loss of certain customers. These consolidations and the ~~success~~growth of ~~our~~supercenters ~~business~~have produced large, sophisticated customers with increased buying power and ~~should~~negotiating ~~they~~strength ~~perform~~who ~~poorly~~are more capable of resisting price increases and can demand lower pricing, increased promotional programs, or ~~give~~specialty ~~higher~~tailored ~~priority~~products. In addition, larger retailers have the scale to ~~other~~develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands. If the larger size of these customers results in additional negotiating strength and/or ~~products~~increased private label or store brand competition, our ~~business~~profitability could ~~be adversely affected~~decline.

WeConsolidation ~~sell~~also ~~our~~increases ~~products~~the torisk ~~retail~~that ~~outlets~~adverse ~~and~~changes ~~wholesale~~in ~~distributors including, traditional supermarkets, mass merchandisers, warehouse clubs, wholesalers, food service distributors and convenience stores. The replacement by or poor performance of~~ our ~~major wholesalers, retailers or chains or our inability to collect accounts receivable from our~~ customers’ ~~could materially and adversely affect our~~ business, ~~results of~~ operations ~~and~~or financial ~~condition.~~performance Inwill ~~addition,~~have ~~our~~a ~~customers~~corresponding ~~offer~~material ~~branded~~adverse ~~and~~effect ~~private~~on ~~label products that compete directly with our products for retail shelf space and consumer purchases~~us. ~~Accordingly~~For example, ~~there~~if ~~is a risk that~~ our customers ~~may~~cannot ~~give~~access ~~higher~~sufficient ~~priority~~funds ~~to their own products~~ or ~~to the products of our competitors. In the future~~financing, ~~our~~then ~~customers~~they may ~~not~~delay, ~~continue~~decrease, ~~to purchase our products~~ or ~~provide~~cancel ~~our~~purchases ~~products with adequate levels~~ of ~~promotional support. A significant decline in the purchase of~~ our products, ~~would~~or ~~have~~delay aor ~~material~~fail ~~adverse~~to ~~effect~~pay onus ~~our~~for ~~business,~~previous ~~results of operations and financial condition~~purchases.

~~The~~Our ~~sophistication~~annual and ~~buying~~quarterly ~~power~~financial results may fluctuate depending on various factors, many of which are beyond our ~~customers~~control, ~~could~~and, ~~have~~if awe ~~negative~~fail ~~impact~~to onmeet ~~profits~~the expectations of investors, our share price may decline.

Our ~~customers,~~sales ~~such as supermarkets, warehouse clubs,~~ and ~~food~~operating ~~distributors,~~results ~~have~~can ~~continued~~vary tofrom ~~consolidate,~~quarter ~~resulting in fewer customers with which~~ to doquarter ~~business. These consolidations~~ and ~~the~~year ~~growth~~to ofyear ~~supercenters~~depending ~~have~~on ~~produced~~various ~~large~~factors, ~~sophisticated~~many ~~customers~~of ~~with~~which ~~increased buying power and negotiating strength who~~ are ~~more~~beyond ~~capable~~our ~~of resisting price increases and can demand lower pricing, increased promotional programs, or specialty tailored products~~control. InThese ~~addition,~~events ~~larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop~~ and ~~market~~factors ~~their own retailer brands. If the larger size of these customers results in additional negotiating strength and/or increased private label or store brand competition, our profitability could decline.~~include:

~~Consolidation~~● ~~also increases the risk that adverse~~ changes in ~~our~~the ~~customers’~~cost ~~business operations~~ or ~~financial~~availability ~~performance~~of ~~will have a corresponding material adverse effect on us. For example~~commodities, ifincluding ~~our~~beef ~~customers~~and ~~cannot~~beef ~~access sufficient funds or financing~~trimmings, ~~then they may delay, decrease,~~ or ~~cancel~~labor ~~purchases~~and of our ~~products,~~inability orto ~~delay~~offset orthese ~~fail~~higher tocosts ~~pay~~with usprice ~~for previous purchases.~~increases;

26● variations in the price, availability and shipping costs of supplies;

~~Our~~● ~~annual~~changes ~~and~~in ~~quarterly~~customer ~~financial~~demand ~~results may fluctuate depending on various factors, many of which are beyond our control,~~ and, ifcustomer ~~we fail to meet the expectations of investors, our share price may decline.~~visits;

~~Our~~● ~~sales~~increases ~~and~~in ~~operating~~marketing ~~results~~or ~~can~~promotional vary from quarter to quarter and year to year depending on various factors, many of which are beyond our control. Certain events and factors may directly and immediately decrease demand for our products. These events and factors include:expenses;

● ~~changes~~seasonal variations in ~~customer~~the ~~demand~~timing and volume of Company-owned restaurant sales, Branded Product Program sales, licensees’ sales and franchisees’ sales;

● ~~sales~~changes ~~promotions~~in bythe ~~Nathan’s~~terms of our existing license/supply agreements and/or ~~its~~the ~~competitors~~replacement of existing licenses or suppliers;

● ~~variations~~tax inexpense, ~~the~~asset ~~timing~~impairment ~~and~~charges ~~volume of Nathan’s sales~~ and ~~franchisees’~~other ~~sales~~non-operating costs;

● ~~changes~~unexpected slowdowns in ~~the~~new ~~terms~~store ofdevelopment ~~our existing license/supply agreements and/or the replacement of existing licenses or suppliers~~efforts;

● changes in ~~average~~the ~~same-store~~number ~~sales~~of franchises sold and ~~customer~~franchise ~~visits~~agreement renewals;

● ~~variations~~changes in competitive and macroeconomic conditions in the ~~price,~~United ~~availability~~States and ~~shipping~~in ~~costs~~other regions of ~~supplies~~the world; and

● ~~tax~~weather ~~expense, asset impairment charges~~ and ~~other~~acts ~~non-operating~~of ~~costs;~~God.

●Our ~~seasonal~~operations ~~effects~~are oninfluenced ~~demand~~by ~~for~~adverse ~~Nathan’s~~weather ~~products;~~conditions.

●Weather, ~~unexpected~~which ~~slowdowns~~is unpredictable, can impact our sales. Harsh weather conditions that keep customers from dining out result in ~~new~~lost ~~store~~opportunities ~~development~~for ~~efforts;~~our Company-owned restaurants and our franchisees’ restaurants. A heavy snowstorm or a tropical storm or hurricane in the Northeast can shut down an entire metropolitan area, resulting in a reduction in sales in that area at Company-owned and franchised restaurants. Our fourth quarter includes winter months and historically has a lower level of sales at Company-owned and franchised restaurants. Additionally, our Company-owned restaurants at Coney Island are heavily dependent on favorable weather conditions during the summer season. Rain during the weekends and/or unseasonably cold temperatures will negatively impact the number of patrons visiting the Coney Island beach locations. Because a significant portion of our restaurant operating costs is fixed or semi-fixed in nature, the loss of sales during these periods adversely impacts our operating margins and can result in restaurant operating losses. For these reasons, a quarter-to-quarter comparison may not be a good indication of our performance or how we may perform in the future.

●Climate ~~changes~~change incould ~~competitive~~adversely ~~and~~affect ~~macroeconomic~~our ~~conditions~~results ~~in the United States and in other regions~~ of ~~the~~operation ~~world, including the Russia-Ukraine conflict~~ and ~~the~~financial ~~Israel-Hamas war;~~condition.

●We ~~changes~~and inour supply chain are subject to risks and costs arising from the ~~cost~~effects orof climate change, global warming and diminishing energy and water resources. Climate change may have a negative effect on agricultural productivity which may result in decreased availability ofor less favorable pricing for certain commodities used in our products, ~~including~~such as beef, chicken, produce and ~~beef~~dairy. ~~trimmings~~Climate change may also increase the frequency or ~~labor~~severity of natural disasters and other extreme weather conditions, which could disrupt the business of our ~~inability~~suppliers, tocause ~~offset~~temporary ~~these~~restaurant ~~higher~~closures and negatively impact guest traffic at our restaurants. Concern over climate change and other environmental and social sustainable business practices may result in new or increased legal and regulatory requirements, which could significantly increase costs. Furthermore, any perception of a failure to act responsibly with ~~price~~respect ~~increases;~~to the environment or to effectively respond to regulatory requirements concerning climate change or other sustainable business practices could lead to adverse publicity and have a material adverse effect on our business, results of operations and financial condition.

~~● weather and acts of God; and~~27

●Due ~~changes~~to the concentration of our restaurants in particular geographic regions, our business results could be impacted by the ~~number~~adverse economic conditions prevailing in those regions regardless of ~~franchises~~the ~~sold~~state ~~and~~of ~~franchise~~the ~~agreement~~national ~~renewals~~economy as a whole.

~~Our~~As of March 30, 2025, we and our franchisees (including locations operated pursuant to our Branded Menu Program) operated Nathan’s restaurants in 17 states and 12 foreign countries. As of March 30, 2025, the highest concentration of operating units was in the Northeast, principally in New York and New Jersey. This geographic concentration in the Northeast can cause economic conditions in this area of the country to have a disproportionate impact on our overall results of operations. ~~are~~It ~~influenced~~is bypossible that adverse ~~weather~~economic conditions in states or regions that contain a high concentration of Nathan’s restaurants could have a material adverse impact on our business, results of operations and financial condition.

~~Weather,~~We ~~which~~rely isextensively ~~unpredictable,~~on ~~can~~computer ~~impact~~systems, our point-of-sales. ~~Harsh~~system ~~weather~~and ~~conditions~~information ~~that~~technology ~~keep~~to ~~customers~~manage ~~from dining out result in lost opportunities for~~ our ~~Company-owned and our franchisees’ restaurants~~business. AAny ~~heavy~~disruption ~~snowstorm or a tropical storm or hurricane~~ in ~~the~~our ~~Northeast~~computer ~~can shut down an entire metropolitan area~~systems, ~~resulting~~our ~~in a reduction in sales in that area at Company~~point-~~owned and franchised restaurants. Our fourth quarter includes winter months and historically has a lower level~~ of -sales atsystem Company-owned and franchised restaurants. Additionally, our Company-owned restaurants at Coney Island are heavily dependent on favorable weather conditions during the summer season. Rain during the weekends and/or ~~unseasonably~~information ~~cold~~technology ~~temperatures~~may will negatively impact the number of patrons visiting the Coney Island beach locations. Because a significant portion of our restaurant operating costs is fixed or semi-fixed in nature, the loss of sales during these periods adversely ~~impacts~~affect our ~~operating~~ability ~~margins and can result in restaurant operating losses. For these reasons, a quarter-~~to~~-quarter~~ ~~comparison~~run ~~may not be a good indication of~~ our ~~performance or how it may perform in the future~~business.

~~Climate~~We ~~change~~are significantly dependent upon our computer systems, our point-of-sales system and information technology to properly conduct our business. A failure or interruption of computer systems, our point-of-sales system or information technology could ~~adversely~~result ~~affect~~in the loss of data, business interruptions or delays in business operations. Many of these systems are provided and managed by third parties, and we are reliant on these third-party providers to implement protective measures that ensure the security, availability and integrity of their systems. Despite our ~~results~~considerable efforts to secure our computer systems and these third-party systems, security breaches, such as unauthorized access and computer viruses, phishing attacks, introduction of ~~operation~~malware or ransomware may occur resulting in system disruptions, shutdowns or unauthorized disclosure of confidential information. Any security breach of our computer systems, and/or ~~financial~~these ~~condition~~third-party systems may result in adverse publicity, loss of sales and profits, penalties or loss resulting from misappropriation of information.

WeIf ~~and~~any ~~our supply chain are subject to risks and costs arising from the effects~~ of ~~climate~~our ~~change,~~critical ~~global~~information ~~warming~~technology ~~and~~systems ~~diminishing~~were ~~energy~~to ~~and~~become water resources. Climate change may have a negative effect on agricultural productivity which may result in decreased availability or less favorable pricing for certain commodities used in our productsunreliable, ~~such as beef~~unavailable, ~~chicken,~~compromised ~~produce and dairy. Climate change may also increase the frequency~~ or ~~severity~~otherwise ~~of natural disasters and other extreme weather conditions~~fail, ~~which could disrupt the business of our suppliers, cause temporary restaurant closures~~ and ~~negatively~~we ~~impact~~were ~~guest~~unable ~~traffic~~to atrecover ~~our restaurants. Concern over climate change and other environmental and social sustainable business practices may result~~ in ~~new~~a ortimely ~~increased legal and regulatory requirements~~manner, ~~which~~we could ~~significantly~~experience ~~increase~~an ~~costs.~~interruption ~~Furthermore,~~that ~~any perception of a failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change or other sustainable business practices~~ could ~~lead to adverse publicity and~~ have a material adverse effect on our business, results of operations and financial ~~conditions~~condition.

~~Due~~Cyberattacks toand ~~the~~breaches ~~concentration~~could ofcause ~~our~~operational ~~restaurants in particular geographic regions~~disruptions, ~~our~~fraud ~~business~~or ~~results~~theft ~~could be impacted by the adverse economic conditions prevailing in those regions regardless~~ of ~~the~~sensitive ~~state of the national economy as a whole~~information.

AsAspects of ~~March~~our ~~31,~~operations ~~2024~~are reliant upon internet-based activities, wesuch as ordering supplies and ~~our~~back-office ~~franchisees~~functions ~~(including~~such ~~locations~~as ~~operated~~accounting ~~pursuant~~and totransaction ~~our~~processing, ~~Branded~~making ~~Menu~~payments ~~Program)~~and ~~operated~~accepting ~~Nathan’s~~credit ~~restaurants~~card payments in 17our ~~states~~restaurants, as well as at third party online ordering and 13delivery ~~foreign~~businesses, ~~countries.~~processing Aspayroll ofand ~~March~~other 31administrative functions, ~~2024~~etc. For instance, ~~the~~if ~~highest~~we ~~concentration~~fail ofto ~~operating~~comply ~~units~~with ~~was~~applicable inrules or requirements for the ~~Northeast~~payment methods we accept, ~~principally~~or inif ~~New~~payment-related ~~York~~data ~~and~~is ~~New~~compromised ~~Jersey.~~due ~~This~~to ~~geographic~~a ~~concentration~~breach inor ~~the~~misuse ~~Northeast~~of ~~can~~data, ~~cause~~we ~~economic~~may ~~conditions~~be inliable ~~this~~for ~~area~~costs ofincurred ~~the~~by ~~country~~payment card issuing banks and other third parties or subject to ~~have~~fines aand ~~disproportionate~~higher ~~impact~~transaction onfees, or our ~~overall~~ability ~~results~~to accept or facilitate certain types of ~~operations~~payments may be impaired. ItIn isaddition, ~~possible~~our ~~that~~customers ~~adverse~~could ~~economic~~lose ~~conditions~~confidence in ~~states~~certain orpayment ~~regions~~types, ~~that~~which ~~contain~~may aresult ~~high~~in ~~concentration~~a ofshift ~~Nathan’s~~to ~~restaurants~~other ~~could~~payment ~~have~~types aor ~~material~~potential ~~adverse~~changes ~~impact~~to on our ~~business,~~payment ~~results~~systems ofthat ~~operations~~may ~~and~~result ~~financial~~in ~~condition~~higher costs.

27We also use third-party vendors. While we select third-party vendors carefully, we do not control their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyberattacks and security breaches at a vendor could adversely affect our ability to deliver products and services to conduct our business.

We rely extensively on computer systems, our point-of-sales system and information technology to manage our business. Any disruption in our computer systems, our point-of-sales system or information technology may adversely affect our ability to run our business.28

WeAlthough ~~are~~we ~~significantly~~have ~~dependent~~taken ~~upon~~measures ~~our~~to ~~computer~~protect ~~systems,~~ our ~~point-of-sales~~technology ~~system~~systems and ~~information~~infrastructure, ~~technology~~including toinvesting ~~properly~~in ~~conduct~~ our ~~business.~~existing Ainformation ~~failure~~technology ~~or interruption of computer~~ systems, ~~our~~and ~~point-of-sales~~providing ~~system~~employee ortraining ~~information~~around ~~technology~~phishing, ~~could~~malware ~~result~~and inother ~~the~~cyber ~~loss~~risks, ofthere ~~data,~~can ~~business~~be ~~interruptions~~no orassurance ~~delays~~that inwe ~~business~~will ~~operations.~~be ~~Many~~successful ofand ~~these~~fully ~~systems~~protected ~~are~~against ~~provided~~cyber risks and ~~managed~~security bybreaches. ~~third~~The ~~parties,~~techniques and wesophistication ~~are~~used ~~reliant~~to onconduct ~~these~~a ~~third-party~~cyberattack ~~providers~~change tofrequently ~~implement~~and ~~protective~~the measures that ~~ensure~~we ~~the~~have ~~security,~~taken ~~availability~~do ~~and~~not ~~integrity~~guarantee ofthat ~~their~~a ~~systems.~~cyberattack ~~Despite~~or ~~our~~security ~~considerable~~breach ~~efforts~~could tonot ~~secure~~occur. ~~our~~The ~~computer~~rapid ~~systems~~evolution and ~~these~~increased ~~third-party~~adoption ~~systems,~~of ~~security~~artificial ~~breaches,~~intelligence ~~such~~technologies asto ~~unauthorized~~carry ~~access~~out ~~and~~more ~~computer~~sophisticated ~~viruses,~~attacks ~~phishing~~may ~~attacks,~~intensify ~~introduction~~our ofcybersecurity ~~malware~~risks. A cyberattack or ~~ransomware~~security ~~may~~breach ~~occur~~could ~~resulting~~result in ~~system~~operational disruptions, ~~shutdowns~~theft or ~~unauthorized~~fraud, ~~disclosure~~or exposure of ~~confidential~~sensitive information. ~~Any~~to ~~security~~unauthorized ~~breach~~parties. ofSuch ~~our~~events ~~computer~~could ~~systems,~~result ~~and/or~~in ~~these~~additional ~~third-party~~costs ~~systems~~related ~~may~~to ~~result~~operational ininefficiencies, ~~adverse publicity~~damages, ~~loss~~claims ofor ~~sales~~fines and ~~profits,~~may ~~penalties~~adversely oraffect ~~loss~~our ~~resulting~~business, ~~from~~results ~~misappropriation~~ of ~~information~~operations and financial condition.

IfOur ~~any~~international ofoperations ~~our~~are ~~critical~~subject ~~information technology systems were~~ to ~~become~~various ~~unreliable,~~factors ~~unavailable, compromised or otherwise fail, and we were unable to recover in a timely manner, we could experience an interruption that could have a material adverse effect on our business, results~~ of ~~operations and financial condition~~uncertainty.

~~Cyberattacks~~Our business outside of the United States is subject to a number of additional factors, including international economic and ~~breaches~~political ~~could~~conditions, ~~cause~~differing ~~operational~~cultures ~~disruptions~~and consumer preferences, ~~fraud~~currency regulations and fluctuations, diverse government regulations and tax systems, uncertain or ~~theft~~differing interpretations of ~~sensitive~~rights ~~information~~(including intellectual property rights) and obligations in connection with international franchise agreements and the collection of royalties from international franchisees, the availability and cost of land and construction costs, and the availability of appropriate franchisees. In developing markets, we may face risks associated with new and untested laws and judicial systems. Although we believe we have developed the support structure required for international growth, there is no assurance that such growth will occur or that international operations will be profitable.

~~Aspects~~Our ofbusiness ~~our~~ operations ~~are reliant upon internet-based activities, such as ordering supplies~~ and ~~back-office~~future ~~functions~~development ~~such~~could asbe ~~accounting~~significantly ~~and~~disrupted transaction processing, making payments and accepting credit card payments in our restaurants, as well as at third party online ordering and delivery businesses, processing payroll and other administrative functions, etc. For instance, if we fail to comply with applicable rules or requirements for the payment methods we accept, or if payment-related data is compromised due to a breach or misuse of data, we may be liable for costs incurred by payment card issuing banks and other third parties or subject to fines and higher transaction fees, or our ability to accept or facilitate certain types of payments may be impaired. In addition, our customers could lose ~~confidence~~key ~~in certain payment types, which may result in a shift to other payment types or potential changes to our payment systems that may result in higher costs~~personnel.

WeThe ~~also~~success ~~use~~of ~~third-party~~our ~~vendors.~~business ~~While~~continues weto ~~select~~depend ~~third-party~~to ~~vendors~~a ~~carefully~~significant degree upon the continued contributions of our senior officers and key employees, weboth doindividually ~~not~~and ~~control~~as ~~their~~a ~~actions~~group. ~~Any~~Our ~~problems~~future ~~caused~~performance bywill ~~these~~be ~~third~~substantially ~~parties~~dependent, ~~including~~in ~~those~~particular, ~~resulting~~on ~~from~~our ~~breakdowns~~ability orto ~~other~~retain ~~disruptions~~and motivate our executive officers, for certain of whom we currently have employment agreements in ~~communication~~place. ~~services~~The ~~provided~~loss byof athe ~~vendor,~~services ~~failure~~of any of our executive officers could have a ~~vendor~~material toadverse ~~handle~~effect ~~current~~on orour ~~higher~~business, ~~volumes~~financial condition, ~~cyberattacks~~results of operations and ~~security~~prospects, ~~breaches~~as atwe amay ~~vendor~~not ~~could~~be ~~adversely~~able ~~affect~~to ~~our~~find ~~ability~~suitable individuals to ~~deliver~~replace ~~products~~such ~~and~~personnel ~~services~~on toa ~~conduct~~timely ~~our~~basis ~~business~~or without incurring increased costs, or at all.

~~Although~~Additionally, weour ~~have~~Company-owned ~~taken~~and ~~measures~~franchised torestaurants ~~protect~~are ~~our~~highly ~~technology~~service-oriented, ~~systems~~ and ~~infrastructure,~~our ~~including~~success ~~investing~~depends in ~~our~~part ~~existing~~upon ~~information~~the ~~technology~~ability ~~systems~~to attract, retain and ~~providing~~motivate ~~employee~~a ~~training~~sufficient ~~around~~number ~~phishing,~~of ~~malware~~qualified ~~and~~employees, ~~other~~including ~~cyber~~franchisee ~~risks~~management, ~~there~~restaurant ~~can~~managers beand noother ~~assurance~~crew ~~that~~members. weThe ~~will~~market befor ~~successful~~qualified ~~and~~employees ~~fully~~in ~~protected~~the ~~against~~retail ~~cyber~~food ~~risks~~industry ~~and~~is ~~security~~very ~~breaches~~competitive. ~~The~~We ~~techniques~~are experiencing and ~~sophistication~~may ~~used~~continue to ~~conduct~~experience a ~~cyberattack~~shortage ~~change~~of ~~frequently~~labor ~~and~~for ~~the~~positions ~~measures~~in ~~that~~our weCompany-owned ~~have~~and ~~taken~~franchised dorestaurants, ~~not~~due ~~guarantee~~to ~~that~~the acurrent ~~cyberattack~~competitive orlabor ~~security~~market. ~~breach~~We ~~could~~and ~~not~~our ~~occur.~~franchisees Ahave ~~cyberattack~~experienced orand ~~security~~may ~~breach~~continue ~~could~~to ~~result~~experience challenges in ~~operational~~hiring ~~disruptions,~~and ~~theft~~retaining orrestaurant ~~fraud,~~employees orwhich ~~exposure~~may ofresult ~~sensitive~~in ~~information~~decreased toemployee ~~unauthorized~~and ~~parties~~customer satisfaction. ~~Such~~Anticipated ~~events~~changes ~~could~~in ~~result~~immigration inlaws ~~additional~~and ~~costs~~regulations ~~related~~may todecrease ~~operational~~the ~~inefficiencies,~~pool ~~damages,~~of ~~claims~~candidates oravailable ~~fines~~for hire and may ~~adversely~~increase ~~affect~~the ~~our business~~costs, ~~results~~time ofand ~~operations~~requirements ~~and~~to ~~financial~~hire ~~condition~~new employees.

~~Catastrophic~~We ~~events~~face risks of litigation and pressure tactics, such as strikes, boycotts and negative publicity from customers, franchisees, suppliers, employees and others, which could divert our financial, and management resources and which may ~~disrupt~~negatively impact our ~~business~~financial condition and results of operations.

~~Unforeseen~~Class ~~events,~~action orlawsuits ~~the~~have ~~prospect~~been ~~of such events~~filed, ~~including war, terrorism~~ and ~~other~~may ~~international~~continue ~~conflicts,~~to ~~including~~be ~~the Russia-Ukraine conflict~~filed, ~~the~~against ~~Israel-Hamas~~various ~~war, public health issues such as epidemics or pandemics (including, without limitation, as a result of the COVID~~quick-19service ~~pandemic),~~restaurants ~~labor unrest and natural disasters such as earthquakes~~alleging, ~~hurricanes~~among or other ~~extreme adverse weather and climate conditions~~things, ~~whether~~that ~~occurring~~quick-service inrestaurants ~~the~~have ~~United~~failed ~~States~~to ordisclose ~~abroad, could disrupt our operations, disrupt~~ the ~~operations~~health of franchisees, suppliers or customers, or result in political or economic instability. These events could negatively impact consumer discretionary spending, thereby reducing demand for our products, or the ability to receive products from suppliers. We do not have insurance policies that insure against certain of these risks. Toassociated ~~the extent that we do maintain insurance~~ with ~~respect~~high-fat tofoods ~~some~~and ofthat ~~these~~quick-service ~~risks,~~restaurant ~~our~~marketing ~~receipt~~practices ofhave ~~the~~targeted ~~proceeds~~children ofand ~~such~~encouraged ~~policies may be delayed or the proceeds may be insufficient to fully offset our losses~~obesity.

28In addition, activist groups, including animal rights activists and groups acting on behalf of franchisees, the workers who work for suppliers and others, have in the past, and may in the future, use pressure tactics to generate adverse publicity by alleging, for example, inhumane treatment of animals by our suppliers, poor working conditions or unfair purchasing policies. These groups may be able to coordinate their actions with other groups, threaten strikes or boycotts or enlist the support of well-known persons or organizations in order to increase the pressure on us to achieve their stated aims. In the future, these actions or the threat of these actions may force us to change our business practices or pricing policies, which may have a material adverse effect on our business, results of operations and financial condition.

~~Our international operations are subject to various factors of uncertainty.~~29

~~Our~~Further, ~~business~~we ~~outside~~may ofbe ~~the United States is~~ subject to ~~a number of additional factors~~employee, ~~including~~franchisee ~~international economic~~ and ~~political~~other ~~conditions,~~claims ~~differing~~in ~~cultures~~the ~~and~~future ~~consumer~~based ~~preferences~~on, ~~currency~~among ~~regulations~~other ~~and fluctuations~~things, ~~diverse~~mismanagement ~~government~~of ~~regulations~~the ~~and tax systems~~system, ~~uncertain~~unfair or ~~differing~~unequal ~~interpretations~~treatment, ofdiscrimination, ~~rights~~harassment, ~~(including~~wrongful ~~intellectual~~termination ~~property rights)~~ and ~~obligations~~wage, inrest ~~connection~~break ~~with international franchise agreements~~ and ~~the~~meal ~~collection~~break ~~of royalties from international franchisees~~issues, ~~the~~including ~~availability~~those ~~and~~relating ~~cost~~to ofovertime ~~land~~compensation. ~~and~~We ~~construction~~have ~~costs,~~been ~~and~~subject ~~the~~to ~~availability~~these types of ~~appropriate~~claims ~~franchisees.~~in Inthe ~~developing markets~~past, weand ~~may~~if ~~face~~one ~~risks~~or ~~associated~~more ~~with~~of ~~new~~these ~~and~~claims ~~untested~~were ~~laws~~to ~~and~~be ~~judicial~~successful ~~systems.~~or ~~Although~~if wethere ~~believe~~is wea ~~have~~significant ~~developed~~increase in the ~~support~~number ~~structure~~of ~~required~~these ~~for~~claims, ~~international~~our ~~growth~~business, ~~there~~results isof nooperations ~~assurance~~and ~~that~~financial ~~such~~condition ~~growth~~could ~~will occur or that international operations will~~ be ~~profitable~~harmed.

~~Our~~Risks ~~business~~Related ~~operations~~to ~~and~~Regulatory ~~future development could be significantly disrupted if we lose key personnel.~~Matters

~~The~~Changes ~~success of our business continues~~ to ~~depend~~minimum towage arates significant degree upon the continued contributions of our senior officers and key employees, both individually and as a group. Our future performance will be substantially dependent, in particular, on our ability to retain and motivate our executive officers, for certain of whom we currently have ~~employment~~increased ~~agreements in place. The loss of the services of any of~~ our ~~executive~~labor officers could have a material adverse effect on our business, financial condition, results of operations and prospects, as we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs~~, or at all~~.

~~Additionally,~~We ~~our~~must ~~Company-owned~~comply ~~and~~with ~~franchised~~the ~~restaurants~~Fair ~~are~~Labor ~~highly~~Standards ~~service-oriented,~~Act and ~~our~~various ~~success~~federal ~~depends~~and state laws governing minimum wages. Increases in ~~part~~the ~~upon~~minimum wage and labor regulations have increased our labor costs. On January 1, 2025, the ~~ability~~minimum wage increased from $16.00 to ~~attract~~$16.50 in New York City, ~~retain~~Long Island and ~~motivate~~Westchester awhich ~~sufficient~~will ~~number~~be offollowed ~~qualified~~by ~~employees~~an additional $0.50 increase in 2026. Further, ~~including~~beginning ~~franchisee~~in ~~management~~2027, ~~restaurant~~the ~~managers~~minimum wage across New York State will increase annually according to the Consumer Price Index. Additionally, the federal government and a number of other ~~crew~~states ~~members~~are evaluating various proposals to increase their respective minimum wage. ~~The~~As ~~market~~minimum ~~for~~wage ~~qualified~~rates increase, we may need to increase not only the wages of our minimum wage employees inbut also the ~~retail~~wages ~~food~~paid ~~industry~~to isemployees ~~very~~at ~~competitive.~~wage Werates that are ~~experiencing~~above ~~and~~minimum ~~may~~wage. As a result, we anticipate that our labor costs will continue to ~~experience~~increase. If awe ~~shortage~~are ofunable ~~labor~~to ~~for~~pass ~~positions~~on inthese higher costs through price increases, our ~~Company-owned~~margins and ~~franchised~~profitability ~~restaurants,~~as ~~due~~well toas the ~~current~~profitability ~~competitive~~and ~~labor~~margins ~~market~~of our franchisees will be adversely impacted which could have a material adverse effect on our business, results of operations or financial condition.

WeChanges ~~face~~in ~~risks~~franchise ofregulations ~~litigation~~ and ~~pressure~~laws ~~tactics,~~could ~~such~~impact asour ~~strikes,~~ability ~~boycotts~~to ~~and~~obtain ~~negative~~or ~~publicity~~retain ~~from~~licenses ~~customers,~~or ~~franchisees,~~approvals ~~suppliers, employees~~ and ~~others,~~adversely ~~which~~affect ~~could divert~~ our ~~financial~~business, ~~and management resources and which may negatively impact our~~ financial condition, ~~and~~ results of operations and prospects.

~~Class~~We ~~action~~are ~~lawsuits~~subject ~~have~~to ~~been~~federal ~~filed,~~statutes and ~~may~~regulations, ~~continue~~including tothe berules ~~filed,~~promulgated ~~against~~by ~~various~~the ~~quick-service~~U.S. ~~restaurants~~Federal ~~alleging~~Trade Commission, ~~among~~as ~~other~~well ~~things,~~as ~~that~~certain ~~quick-service~~state ~~restaurants~~laws ~~have~~governing ~~failed~~the tooffer ~~disclose~~and ~~the~~sale ~~health~~of ~~risks~~franchises. ~~associated~~Many ~~with~~state ~~high~~franchise laws impose substantive requirements on franchise agreements, including limitations on non-~~fat~~competition ~~foods~~provisions and ~~that~~on ~~quick~~provisions concerning the termination or non-~~service~~renewal ~~restaurant~~of ~~marketing~~a ~~practices~~franchise. ~~have~~Some ~~targeted~~states ~~children~~require ~~and~~that ~~encouraged~~certain ~~obesity.~~materials Inbe ~~addition,~~filed wein ~~face~~order ~~the~~for ~~risk~~a offranchisor ~~lawsuits~~to be registered and ~~negative~~approved ~~publicity~~(or ~~resulting~~exempt from ~~injuries,~~the ~~including~~applicable ~~injuries~~state franchise law) before a franchisor can offer or sell franchises in that state. The failure to ~~infants~~obtain ~~and~~or ~~children~~retain licenses, ~~allegedly~~exemptions ~~caused~~or byapprovals ~~our~~(as ~~products,~~applicable) ~~toys~~to offer and ~~other~~award ~~promotional~~franchises ~~items~~could ~~available~~have ina material adverse effect on our ~~restaurants~~business, financial condition, results of operations and prospects.

InWe ~~addition,~~are ~~activist~~subject ~~groups~~to health, ~~including animal rights activists and groups acting on behalf of franchisees~~employment, ~~the~~environmental ~~workers who work for suppliers~~ and ~~others,~~other ~~have~~government ~~in the past~~regulations, and ~~may~~failure ~~in the future, use pressure tactics~~ to ~~generate~~comply ~~adverse publicity by alleging, for example, inhumane treatment of animals by our suppliers, poor working conditions or unfair purchasing policies. These groups may be able to coordinate their actions~~ with ~~other~~existing ~~groups, threaten strikes~~ or ~~boycotts~~future orgovernment ~~enlist~~regulations ~~the~~could ~~support~~expose ~~of well-known persons or organizations in order to increase the pressure on~~ us to ~~achieve~~litigation, ~~their~~damage ~~stated~~our ~~aims.~~corporate Inreputation ~~the future, these actions~~ or the ~~threat~~reputation of ~~these actions may force us to change~~ our ~~business~~brands ~~practices or pricing policies, which may have a material adverse effect on our business, results of operations~~ and ~~financial~~lower ~~condition~~profits.

~~Further,~~We weand ~~may~~our befranchisees are subject to ~~employee~~various federal, ~~franchisee~~state and ~~other~~local ~~claims~~laws, inrules or regulations affecting our businesses. To the ~~future~~extent ~~based~~that onthe standards imposed by local, ~~among~~state ~~other~~and ~~things~~federal authorities are inconsistent, ~~mismanagement~~they can adversely affect popular perceptions of our business and increase our exposure to litigation or governmental investigations or proceedings. We may be unable to manage effectively the ~~system~~impact of new, ~~unfair~~potential or ~~unequal~~changing ~~treatment,~~regulations ~~discrimination,~~that ~~harassment,~~affect ~~wrongful~~or ~~termination~~restrict elements of our business. The successful development and ~~wage,~~operation ~~rest~~of ~~break~~restaurants depends to a significant extent on the selection and ~~meal~~acquisition ~~break~~of ~~issues~~suitable sites, ~~including~~which ~~those~~are ~~relating~~subject to ~~overtime~~zoning, ~~compensation~~land use (including the placement of drive-thru windows), environmental (including litter), traffic and other regulations. WeThere ~~have~~can ~~been~~be ~~subject~~no toassurance ~~these~~that ~~types~~we and our franchisees will not experience material difficulties or failures in obtaining the necessary licenses or approvals for new restaurants which could delay the opening of ~~claims~~such restaurants in the ~~past~~future. Restaurant operations are also subject to licensing and regulation by state and local departments relating to health, food preparation, sanitation and ifsafety ~~one~~standards, orfederal ~~more~~and ofstate ~~these~~labor ~~claims~~laws ~~were~~(including toapplicable beminimum ~~successful~~wage orrequirements, ifovertime, ~~there~~working isand asafety ~~significant~~conditions ~~increase~~and incitizenship requirements), federal and state laws prohibiting discrimination and other laws regulating the ~~number~~design and operation of facilities. If we fail to comply with any of these ~~claims~~laws, ~~our~~we ~~business,~~may ~~results~~be ofsubject ~~operations~~to governmental action or litigation, and ~~financial~~accordingly ~~condition~~our reputation could be harmed.

29Injury to us or our brand’s reputation would, in turn, likely reduce revenue and profits. In addition, difficulties or failures in obtaining any required licenses or approvals could delay or prevent the development or opening of a new restaurant or renovations to existing restaurants, which would adversely affect our revenue.

~~Risks Related to Regulatory Matters~~30

~~Changes~~Failure by third-party manufacturers or suppliers of raw materials to ~~minimum~~comply ~~wage~~with ~~rates~~food ~~have~~safety, ~~increased~~environmental or other regulations may disrupt our ~~labor~~supply ~~costs~~of certain products and adversely affect our business.

We ~~must~~rely ~~comply~~on ~~with~~third-party ~~the~~manufacturers ~~Fair~~to ~~Labor~~produce ~~Standards Act and various federal and state laws governing minimum wages. Increases in the minimum wage and labor regulations have increased~~ our ~~labor~~ ~~costs. On~~products ~~January 1, 2024, the minimum hourly wage in New York City, Long Island~~ and ~~Westchester~~on ~~increased~~other ~~from~~suppliers ~~$15.00~~ to ~~$16.00~~supply ~~which~~raw ~~will be followed by $0~~materials.50 ~~annual~~Such ~~increases~~manufacturers ~~in 2025~~ and ~~2026.~~other ~~Further~~suppliers, ~~beginning~~whether in ~~2027,~~ the ~~minimum~~United ~~wage~~States ~~across~~or ~~New~~outside ~~York State will increase annually according to~~ the ~~Consumer~~United ~~Price Index. Additionally~~States, ~~the~~are ~~federal~~subject ~~government~~to ~~and~~ a number of ~~other~~regulations, ~~states~~including ~~are~~food ~~evaluating~~safety ~~various~~and ~~proposals~~environmental ~~to increase their respective minimum wage~~regulations. AsFailure ~~minimum~~by ~~wage~~any ~~rates increase, we may need to increase not only the wages~~ of our ~~minimum~~manufacturers ~~wage~~or ~~employees~~other ~~but~~suppliers ~~also the wages paid~~ to ~~employees~~comply atwith ~~wage~~regulations, ~~rates~~or ~~that~~allegations ~~are~~of ~~above~~compliance ~~minimum wage. As a result~~failure, wemay ~~anticipate~~disrupt ~~that~~their ~~our labor costs will continue to increase~~operations. If weDisruption ~~are~~of ~~unable~~the tooperations ~~pass~~of ona ~~these~~manufacturer ~~higher~~or ~~costs~~other ~~through~~suppliers ~~price~~could ~~increases,~~disrupt our ~~margins~~supply ~~and profitability as well as the profitability and margins~~ of ~~our~~product ~~franchisees will~~or beraw ~~adversely~~materials, ~~impacted~~ which could have aan ~~material~~ adverse effect on our business, results of operations, orand financial condition. ~~Our~~Additionally, ~~business~~actions ~~could~~we bemay ~~further~~take ~~negatively~~to ~~impacted~~mitigate if the ~~decrease~~impact inof ~~margins~~any ~~for~~such ~~our~~disruption ~~franchisees~~or ~~results~~potential indisruption, ~~the~~including ~~potential~~increasing ~~loss~~inventory in anticipation of ~~new~~a ~~franchisees~~potential production or ~~the~~supply ~~closing~~interruption, ofmay aadversely ~~significant~~affect ~~number~~our business, results of ~~existing~~operations, ~~franchised~~and ~~restaurants~~financial condition.

~~Changes~~Supply inchain ~~franchise~~risk ~~regulations~~could increase our costs and ~~laws~~limit ~~could~~the ~~impact~~availability of ingredients and supplies that are critical to our ~~ability~~operations. The markets for some of our ingredients, such as beef and beef trimmings are particularly volatile due to ~~obtain~~factors orbeyond ~~retain~~our ~~licenses~~control orsuch ~~approvals~~as limited sources, seasonal shifts, climate conditions and ~~adversely~~industry ~~affect~~demand, including as a result of animal disease outbreaks, food safety concerns, product recalls and government regulation. In addition, we have a limited number of suppliers and distributors. We remain in regular contact with our ~~business~~major suppliers and to date we have not experienced significant disruptions in our supply chain; however, ~~financial~~during ~~condition~~fiscal 2025 the Company experienced increased costs for certain supplies and ingredients, such as packaging, beef and beef trimmings, and freight, which combined with inflationary pressures could continue. Such factors may have a material adverse effect on our business, results of operations and ~~prospects~~financial condition.

We are subject to many federal, ~~statutes~~state and ~~regulations,~~local ~~including the rules promulgated by the U.S. Federal Trade Commission~~laws, as well as ~~certain~~statutory ~~state laws governing the offer~~ and ~~sale~~regulatory ~~of franchises. Many state franchise laws impose substantive~~ requirements ~~on franchise agreements, including limitations on non-competition provisions and on provisions concerning the termination or non-renewal of a franchise~~. ~~Some~~Failure ~~states require that certain materials be filed for a franchisor~~ to becomply ~~registered~~with, ~~and approved (~~or ~~exempt~~changes ~~from the applicable state franchise law) before a franchisor can offer or sell franchises~~ in ~~that~~these ~~state.~~laws ~~The failure to obtain~~ or ~~retain~~requirements, ~~licenses or approvals to sell franchises~~ could have aan ~~material~~ adverse ~~effect~~impact on our business~~, financial condition, results of operations and prospects~~.

WeThere ~~are~~have ~~subject~~been legislative and regulatory initiatives to ~~health,~~adopt ~~employment~~a more aggressive interpretation of when a franchisor may be deemed to be the “joint employer” of its franchisees’ staff. If those initiatives were adopted, ~~environmental~~some franchisors might be deemed the “joint employer” of their franchisees’ staff under certain fact patterns. The federal initiatives to reset those rules have ceased in the courts and ~~other~~are ~~government~~not ~~regulations~~presently being pursued. However, ~~and~~if ~~failure~~Congress were to ~~comply~~pass ~~with~~such ~~existing~~legislation or ~~future~~if the federal government ~~regulations~~were ~~could~~to ~~expose~~restore usthose regulatory requirements, that would potentially change the status quo. Similarly, state enforcement agencies have explored adopting changes to joint employment standards, some of which might be along the same lines as those considered at the federal level. Finally, in private litigation, ~~damage~~franchisees’ employees may seek recovery against Nathan’s based on theories such as “joint employment” and other vicarious liability concepts. All of these possibilities could expose Nathan’s to being deemed a “joint employer” of our ~~corporate~~franchisees’ ~~reputation~~staff or(together ~~the~~with ~~reputation~~our franchisees) which might adversely impact our results of operations and financial condition. Additionally, those legislative and regulatory proposals and private actions might result in some franchisees being reclassified as Nathan's “employees” which might adversely impact our ~~brands~~results of operations and ~~lower~~financial ~~profits~~condition.

WeAmong ~~and~~other ~~our franchisees are subject to various federal~~things, ~~state~~a ~~and~~determination ~~local laws, rules or regulations affecting our businesses. To the extent~~ that ~~the~~Nathan's ~~standards imposed by local, state~~ and ~~federal~~its ~~authorities~~franchisees are ~~inconsistent,~~joint ~~they~~employers ~~can adversely affect popular perceptions~~ of ~~our~~one ~~business and increase our exposure to litigation~~ or ~~governmental~~more ~~investigations~~franchisees’ orstaff ~~proceedings. We~~ may bemake ~~unable~~it easier to ~~manage~~organize ~~effectively~~our ~~the~~franchisees’ ~~impact~~staff ofinto ~~new~~unions, ~~potential~~provide ~~or changing regulations that affect or restrict elements of our business. The successful development and operation of restaurants depends to a significant extent on~~ the ~~selection~~staff and ~~acquisition~~their ofunion ~~suitable~~representatives ~~sites,~~with ~~which~~bargaining ~~are~~power ~~subject~~ to ~~zoning,~~request ~~land~~that ~~use~~we ~~(including~~have ~~the~~our ~~placement~~franchisees ofraise ~~drive-thru windows)~~wages, ~~environmental (including litter), traffic~~ and ~~other~~make ~~regulations.~~it ~~There~~more ~~can~~expensive beand noless ~~assurance~~profitable ~~that~~to weoperate ~~and~~a ~~our~~Nathan’s ~~franchisees~~franchised ~~will~~restaurant. ~~not~~A ~~experience~~decrease ~~material~~in ~~difficulties~~profitability or ~~failures in obtaining~~ the ~~necessary~~closing ~~licenses~~of ora ~~approvals~~significant ~~for~~number ~~new restaurants which could delay the opening~~ of ~~such~~franchised restaurants incould ~~the~~significantly ~~future.~~impact ~~Restaurant~~our ~~operations~~business ~~are~~(as ~~also~~well ~~subject~~as toour ~~licensing~~franchisees’ ~~and regulation by state and local departments relating to health~~businesses), ~~food preparation, sanitation~~ and ~~safety~~we ~~standards,~~may ~~federal~~also ~~and~~be ~~state~~impacted ~~labor~~if ~~laws~~a ~~(including~~government ~~applicable~~agency ~~minimum~~or ~~wage~~private ~~requirements~~party, ~~overtime,~~successfully ~~working~~brought ~~and~~an ~~safety~~action ~~conditions~~alleging ~~and~~that ~~citizenship~~we ~~requirements),~~are ~~federal~~a ~~and~~“joint ~~state~~employer” ~~laws~~of ~~prohibiting~~our ~~discrimination~~franchisees’ ~~and~~staff, ~~other~~all ~~laws regulating the design and operation~~ of ~~facilities.~~which Ifmight weadversely ~~fail~~impact toour ~~comply~~results ~~with any~~ of ~~these~~operations ~~laws, we may be subject to governmental action or litigation,~~ and ~~accordingly~~financial ~~our reputation could be harmed~~condition.

~~Injury~~Additionally, tostate usand orlocal ~~our~~laws ~~brand’s~~(such ~~reputation~~as ~~would,~~the inCalifornia ~~turn,~~Fast ~~likely~~Food ~~reduce~~Accountability ~~revenue~~ and ~~profits.~~Standards InRecovery ~~addition~~Act, ~~difficulties~~referred orto ~~failures~~as inthe ~~obtaining~~“FAST ~~any~~Act”) ~~required~~require ~~licenses~~wage orincreases ~~approvals~~as ~~could~~well ~~delay~~as orworking ~~prevent~~hours ~~the~~and ~~development~~working orcondition ~~opening~~standards ofthat amay ~~new~~increase ~~restaurant~~our orcosts ~~renovations~~and tothose ~~existing~~of ~~restaurants,~~our ~~which~~franchisees. ~~would~~It ~~adversely~~is ~~affect~~possible ~~our~~that ~~revenue~~other jurisdictions may pass similar laws.

30California also adopted legislation to address data privacy. The California Consumer Privacy Act (“CCPA”) imposes stringent data security standards which might apply more broadly than only within the borders of that state (for example, if a California resident buys products or has them shipped into the state and pays with a credit or debit card). In total, 14 states have adopted laws that apply (or that will apply as of the effective date) to data and other biometric technology, which may be broadly interpreted. It remains uncertain whether the CCPA and the data privacy laws adopted in other states will have a material impact on our operations or that of our franchisees.

Failure by third-party manufacturers or suppliers of raw materials to comply with food safety, environmental or other regulations may disrupt our supply of certain products and adversely affect our business. 31

WeOur ~~rely~~business onis ~~third-party manufacturers to produce our products and on other suppliers to supply raw materials. Such manufacturers and other suppliers, whether in the United States or outside the United States, are~~ subject to a number of regulations, including food safety and environmental regulations. Failure by any of our manufacturers or other suppliers to comply with regulations, or allegations of compliance failure, may disrupt their operations. Disruption of the operations of a manufacturer or other suppliers could disrupt our supply of product or raw materials, which could have an ~~adverse~~increasing ~~effect~~focus on ~~our business~~Environmental, ~~results of operations~~Social, and ~~financial~~Governance ~~condition.~~(ESG) Additionally, actions we may take to mitigate the impact of any such disruption or potential disruption, including increasing inventory in anticipation of a potential production or supply interruption, may adversely affect our business, results of operations, and financial conditionmatters.

~~Supply~~In ~~chain~~recent ~~risk~~years, ~~could~~there ~~increase~~has ~~our~~been ~~costs~~an ~~and~~increasing ~~limit~~focus ~~the~~by ~~availability~~investors, ofactivists, ~~ingredients~~the ~~and~~media, ~~supplies~~governmental ~~that~~and ~~are~~non-governmental ~~critical~~organizations toand ~~our~~stakeholders ~~operations.~~– ~~The~~including ~~markets~~employees, ~~for some of our ingredients~~franchisees, ~~such~~customers ~~as beef~~ and ~~beef~~suppliers ~~trimmings~~on ~~are~~ESG ~~particularly~~matters. ~~volatile~~A ~~due~~failure, towhether ~~factors~~real ~~beyond~~or ~~our control such as limited sources~~perceived, ~~seasonal~~to ~~shifts,~~address ~~climate~~ESG ~~conditions~~could ~~and~~adversely ~~industry~~affect ~~demand~~our business, including asby aheightening ~~result~~other ofrisks ~~animal~~disclosed ~~disease~~in ~~outbreaks,~~this ~~food~~Item ~~safety concerns~~1A, ~~product~~“Risk ~~recalls and government regulation~~Factors.” In ~~addition~~the restaurant industry, weconcerns have abeen ~~limited~~expressed ~~number~~regarding ofenergy ~~suppliers~~management, ~~and~~water ~~distributors.~~management, Wefood ~~remain~~and inpackaging ~~regular~~waste ~~contact~~management, ~~with~~supply ~~our~~chain ~~major~~management ~~suppliers~~ and tolabor ~~date~~practices. If we ~~have~~are ~~not~~perceived ~~experienced~~to ~~significant~~have ~~disruptions~~not inresponded ~~our~~appropriately ~~supply~~to ~~chain;~~the ~~however,~~growing ~~during~~concern ~~fiscal~~of ~~2023~~ESG ~~and fiscal 2024 costs for certain supplies and ingredients~~issues, ~~such~~then asour ~~packaging,~~restaurant ~~beef~~patrons and ~~beef~~other ~~trimmings,~~customers ~~and~~may ~~freight,~~choose ~~increased~~to ~~materially~~patronize ~~and~~a ~~rapidly,~~competitor ~~which~~that ~~combined~~they ~~with~~perceive ~~inflationary~~to ~~pressures~~be ~~could~~more ~~continue.~~responsive, ~~Such~~and ~~factors~~this may ~~have~~adversely aaffect ~~material adverse effect on~~ our business, results of operations and financial condition.

We ~~are~~may ~~subject~~also face increased pressure to ~~many~~provide ~~federal,~~expanded ~~state~~disclosure and ~~local~~establish ~~laws~~additional commitments, astargets ~~well~~or asgoals, ~~statutory~~ and ~~regulatory~~take ~~requirements.~~actions ~~Failure~~ to ~~comply~~meet ~~with~~them, orwhich ~~changes~~could inexpose ~~these~~us ~~laws~~to oradditional ~~requirements~~market, ~~could~~operational, ~~have~~execution anand ~~adverse~~reputational ~~impact~~costs onand ~~our business~~risks.

InChanges 2023, the National Labor Relations Board (“NLRB”) issued amendments to its previous regulation on joint employment; under that amended regulation, some franchisors might have been deemed the “joint employer” of its franchisees’ staff under certain fact patterns. However, in ~~March~~tax ~~2024,~~laws a federal court struck down the 2023 amended regulation, leaving the NLRB’s previous 2020 regulation on joint employment in effect. It is not yet known whether the NLRB will appeal from the March 2024 court decision. There is also the possibility of administrative action from other agencies, state governments, and inunfavorable ~~private~~resolution ~~lawsuits that may allege that a franchisor and its franchisee “jointly employ” the franchisee’s staff, that the franchisor is responsible for the franchisees’ staff (under theories~~ of ~~apparent~~tax ~~agency,~~contingencies ~~ostensible~~could ~~agency,~~adversely oraffect actual agency), or otherwise. If the U.S. Department of Labor and agencies such as the Occupational Safety and Health Administration and NLRB take a more aggressive position on defining and enforcing joint employer status, or if Congress passes the proposed “PRO Act” and it is signed into law, that might change the status quo and expose Nathan’s to the possibility of being deemed a “joint employer” of our ~~franchisees’~~tax ~~staff (together with our franchisees) and also to the possibility that some franchisees might be reclassified as Nathan's “employees~~expense.”

~~Among~~We ~~other~~are ~~things,~~subject ato ~~determination~~federal, ~~that~~state, ~~Nathan's~~ and ~~its~~local ~~franchisees~~tax ~~are~~laws ~~joint~~and ~~employers~~regulations ofin ~~one~~the orUnited ~~more~~States. ~~franchisees’~~Our ~~staff~~future ~~may~~effective ~~make~~tax itrates ~~easier~~could tobe ~~organize~~adversely ~~our~~affected ~~franchisees’~~by ~~staff~~changes ~~into~~in ~~unions,~~tax ~~provide~~laws. ~~the~~From ~~staff~~time ~~and~~to ~~their~~time, ~~union~~federal, ~~representatives~~state ~~with~~and ~~bargaining~~local ~~power~~governments toconsider ~~request~~legislation that wecould ~~have~~increase our ~~franchisees~~effective ~~raise~~tax ~~wages,~~rates. ~~and~~If ~~make~~changes ~~it more expensive and less profitable~~ to ~~operate~~applicable atax ~~Nathan’s~~laws ~~franchised~~are ~~restaurant.~~enacted, Aour ~~decrease~~results ~~in profitability or the closing~~ of aoperations ~~significant~~could ~~number~~be ofnegatively ~~franchised~~impacted. ~~restaurants~~Our ~~could~~tax ~~significantly~~returns ~~impact~~and ~~our~~positions ~~business~~are ~~(as~~subject ~~well~~to asreview ~~our franchisees’ businesses),~~ and weaudit ~~may~~by ~~also be impacted if~~ the ~~NLRB~~Internal orRevenue aService ~~private~~and ~~party,~~other ~~successfully~~tax ~~brought~~authorities. anAn ~~action~~unfavorable ~~alleging~~outcome ~~that~~to wea ~~are~~tax aaudit ~~“joint~~could ~~employer”~~result ofin ~~our~~higher ~~franchisees’~~tax ~~staff~~expense, ~~all~~thereby ofnegatively ~~which~~impacting ~~might impact~~ our results of operations ~~and financial condition~~.

~~California~~In ~~also~~addition, ~~adopted~~the ~~legislation~~American toRescue ~~address~~Plan ~~data~~Act ~~privacy.~~of ~~The~~2021 ~~California Consumer Privacy Act~~ (“~~CCPA~~ARPA”) ~~took~~provides ~~effect~~for atnumerous ~~the~~tax ~~beginning of 2020,~~ and ~~imposes~~other ~~stringent~~stimulus ~~data~~measures, ~~security~~one ~~standards,~~of which ~~might~~will ~~apply~~expand ~~more broadly than only within~~ the ~~borders~~limitation of ~~that~~compensation ~~state~~deductions (for ~~example,~~certain ifcovered aemployees ~~California~~of ~~resident~~publicly ~~buys~~held ~~products~~corporations orto ~~has~~also ~~them~~include ~~shipped into~~ the ~~state~~next ~~and~~five ~~pays~~highly ~~with~~compensated ~~a credit or debit card)~~employees. InThis ~~total,~~limitation ~~14 states have adopted laws that apply (or that~~ will ~~apply~~be ~~as of the~~ effective ~~date)~~for tous ~~data~~beginning ~~and~~March ~~other biometric technology~~29, ~~which may be broadly interpreted~~2027. ~~It remains uncertain whether the CCPA and the data privacy laws adopted in other states will have a material impact on our operations or that of our franchisees.~~

~~Additionally,~~Risks ~~state~~Related ~~and~~to ~~local~~Our ~~laws~~Common ~~such~~Stock ~~as the recently passed California Fast Food Accountability~~ and ~~Standards~~Organizational Recovery Act (the “FAST Act”) may require wage increases and working hours and working condition standards that may increase our costs without corresponding benefits. Although the FAST Act is stayed pending a referendum in November 2024, it is possible that it will pass, and that other jurisdictions may pass similar laws.Structure

31The market price of our common stock may be highly volatile or may decline regardless of our operating performance.

~~Our~~The ~~business~~trading isprice ~~subject~~of toour ancommon ~~increasing~~stock ~~focus~~may onfluctuate ~~Environmental~~substantially. The price of our common stock that will prevail in the market may be higher or lower than the price when you acquired our stock, ~~Social~~depending on many factors, some of which are beyond our control. Broad market and ~~Governance~~industry ~~(ESG)~~factors ~~matters~~may adversely affect the market price of our common stock, regardless of our actual operating performance. The fluctuations could cause a loss of all or part of an investment in our common stock.

InFactors ~~recent~~that ~~years,~~could ~~there~~cause ~~has~~fluctuation ~~been~~in anthe ~~increasing~~trading ~~focus~~price byof ~~investors,~~our ~~activists~~common stock may include, but are not limited to the ~~media,~~following: ~~governmental~~price and ~~non-governmental~~volume ~~organizations~~fluctuations ~~and~~in ~~stakeholders~~the –overall ~~including~~stock ~~employees,~~market ~~franchisees,~~from ~~customers~~time to time; significant volatility in the market price and ~~suppliers~~trading onvolume ~~ESG~~of ~~matters.~~companies Agenerally ~~failure,~~or ~~whether~~restaurant ~~real~~companies specifically; actual or ~~perceived,~~anticipated tovariations ~~address~~in ~~ESG~~the ~~could~~earnings ~~adversely~~or ~~affect~~operating results of our ~~business,~~company ~~including~~or byour ~~heightening~~competitors; ~~other~~actual ~~risks~~or ~~disclosed~~anticipated changes in ~~this~~financial ~~Item~~estimates ~~1A,~~by ~~“Risk~~us ~~Factors.”~~or Inby any securities analysts who might cover our stock or the ~~restaurant~~stock of other companies in our industry,; ~~concerns~~market ~~have~~conditions ~~been~~or ~~expressed~~trends ~~regarding~~in ~~energy~~our ~~management,~~industry ~~water~~and ~~management~~the economy as a whole; announcements by us or our competitors of significant acquisitions, ~~food~~strategic partnerships or divestitures and ~~packaging~~our ~~waste~~ability ~~management~~to complete any such transaction; announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; capital commitments; changes in accounting principles; additions or departures of key personnel; sales of our common stock, ~~supply~~including ~~chain~~sales ~~management~~of large blocks of our common stock or sales by our directors and ~~labor~~officers; ~~practices~~and events that affect any of our significant suppliers discussed above.

WeIn ~~may~~addition, ~~also~~if ~~face~~the ~~increased~~market ~~pressure~~for torestaurant ~~provide~~company ~~expanded~~stocks ~~disclosure~~or ~~and~~the ~~establish~~stock ~~additional~~market ~~commitments,~~in ~~targets~~general orexperiences ~~goals~~loss of investor confidence, ~~and~~the ~~take~~trading ~~actions~~price toof ~~meet~~our ~~them,~~common ~~which~~stock could ~~expose~~decline usfor reasons unrelated to ~~additional~~our ~~market~~business, ~~operational,~~results ~~execution~~of ~~and~~operations ~~reputational~~or ~~costs~~financial ~~and~~condition. ~~risks~~The trading price of our common stock might also decline in reaction to events that affect other companies in our industry or related industries even if these events do not directly affect us.

~~Changes in tax laws and unfavorable resolution of tax contingencies could adversely affect our tax expense.~~ 32

~~Our~~In ~~future~~the ~~effective~~past, ~~tax~~following ~~rates~~periods ~~could~~of bevolatility ~~adversely affected by changes~~ in ~~tax~~the ~~laws,~~market ~~both~~price ~~domestically~~of ~~and~~a ~~internationally.~~company's ~~From time to time~~securities, ~~the~~class ~~United~~action ~~States~~securities ~~Congress~~litigation ~~and~~has ~~foreign,~~often ~~state~~been ~~and~~brought ~~local~~against ~~governments consider legislation~~ that ~~could increase our effective tax rates~~company. IfDue ~~changes~~ to ~~applicable~~the ~~tax~~potential ~~laws~~volatility ~~are~~of ~~enacted,~~ our ~~results~~stock ofprice, ~~operations~~we ~~could~~may be ~~negatively~~the ~~impacted.~~target ~~Our~~of ~~tax~~securities ~~returns~~litigation ~~and~~in ~~positions~~the ~~(including~~future. ~~positions~~Securities ~~regarding~~litigation ~~jurisdictional~~could ~~authority~~result ofin ~~foreign~~substantial ~~governments~~costs toand ~~impose~~divert ~~tax)~~management's ~~are~~attention ~~subject to review~~ and ~~audit~~resources byfrom ~~federal,~~our ~~state,~~business ~~local~~ and ~~international~~could ~~taxing~~also ~~authorities.~~require Anus ~~unfavorable outcome~~ to amake ~~tax~~substantial ~~audit~~payments ~~could~~to ~~result~~satisfy injudgments ~~higher~~or ~~tax~~to ~~expense,~~settle ~~thereby negatively impacting our results of operations~~litigation.

~~Risks~~Our ~~Related~~certificate toof ~~Our~~incorporation ~~Common~~and ~~Stock~~by-laws and ~~Organizational~~other ~~Structure~~corporate documents include anti-takeover provisions which may deter or prevent a takeover attempt.

~~The~~Some ~~market~~provisions ~~price~~of our certificate of incorporation, by-laws, other corporate documents, including the terms and conditions of our ~~common~~Credit ~~stock~~Agreement (the “Credit Agreement”) dated as of July 10, 2024 among the Company, as borrower, direct and indirect subsidiaries of the Company, 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, and provisions of Delaware law may bediscourage ~~highly~~takeover ~~volatile~~attempts and hinder a merger, tender offer or proxy contest targeting us, including transactions in which stockholders might receive a premium for their shares. This may ~~decline~~limit ~~regardless~~the ability of ~~our~~stockholders ~~operating~~to ~~performance~~approve a transaction that they may think is in their best interest.

The ~~trading~~corporate ~~price~~documents of our common stock may fluctuate substantially. The price of our common stock that will prevail in the market may be higher or lower than the price when you acquired our stock, depending on many factors, some of which are beyond our control. Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. The fluctuations could cause a loss of all or part of an investment in our common stock.include:

~~Factors~~● ~~that~~Employment ~~could~~Contracts. ~~cause~~The ~~fluctuation~~employment inagreements ~~the~~between ~~trading~~us ~~price~~and each of ~~our~~Howard ~~common~~M. ~~stock~~Lorber ~~may~~and ~~include,~~Eric ~~but~~Gatoff ~~are~~provide ~~not~~that ~~limited~~in to the ~~following:~~event ~~price~~there ~~and~~is ~~volume~~a ~~fluctuations~~change in ~~the~~control ~~overall~~of ~~stock~~Nathan’s, ~~market~~the ~~from~~employee ~~time~~has tothe ~~time;~~option, ~~significant~~exercisable ~~volatility~~within inone ~~the~~year ~~market~~for ~~price~~each ~~and trading volume~~ of ~~companies~~Messrs. ~~generally~~Lorber orand ~~restaurant~~Gatoff, ~~companies~~of ~~specifically;~~his ~~actual~~becoming oraware ~~anticipated~~of ~~variations in~~ the ~~earnings~~change orin ~~operating~~control, ~~results~~to ofterminate ~~our~~his ~~company~~employment oragreement. ~~our~~Upon ~~competitors;~~such ~~actual~~termination, orMr. ~~anticipated~~Gatoff ~~changes~~has inthe ~~financial~~right ~~estimates~~to byreceive usa orlump bysum ~~any~~payment ~~securities~~equal ~~analysts~~to ~~who~~his ~~might~~salary ~~cover~~and ~~our~~annual ~~stock~~bonus orfor ~~the~~a ~~stock~~one-year ofperiod, ~~other~~and ~~companies~~Mr. inLorber ~~our~~has ~~industry; market conditions or trends in our industry and~~ the ~~economy~~right asto receive a ~~whole;~~lump ~~announcements~~sum bypayment usequal orto ~~our~~the ~~competitors~~greater of ~~significant~~(i) ~~acquisitions,~~his ~~strategic~~salary ~~partnerships or divestitures~~ and ~~our~~annual ~~ability~~bonuses tofor ~~complete~~the ~~any~~remainder ~~such~~of ~~transaction;~~the ~~announcements~~employment ofterm ~~investigations~~ or ~~regulatory~~(ii) ~~scrutiny~~2.99 oftimes ~~our~~his ~~operations~~salary orand ~~lawsuits~~annual ~~filed~~bonus ~~against~~plus ~~us;~~the ~~capital~~difference ~~commitments;~~between ~~changes~~the inexercise ~~accounting~~price ~~principles;~~of ~~additions~~any orexercisable ~~departures~~options ofhaving ~~key~~an ~~personnel;~~exercise ~~sales~~price of ~~our~~less ~~common~~than ~~stock,~~the ~~including~~then ~~sales~~current ofmarket ~~large~~price ~~blocks~~ of our common stock orand ~~sales~~such bycurrent ~~our~~market ~~directors~~price. ~~and~~Mr. ~~officers;~~Lorber ~~and~~will ~~events~~also ~~that~~receive ~~affect~~a ~~any~~tax ofgross ~~our~~up ~~significant~~payment ~~suppliers~~to ~~discussed~~cover ~~above~~any excise tax.

InWhile ~~addition,~~we ifhave ~~the~~approved ~~market~~a ~~for~~quarterly ~~restaurant~~dividend ~~company stocks or the stock market in general experiences loss of investor confidence~~policy, ~~the~~there ~~trading~~can ~~price~~be ofno ~~our~~assurance ~~common~~as ~~stock could decline for reasons unrelated~~ to ~~our~~the ~~business,~~declaration ~~results~~ of ~~operations~~future dividends or ~~financial~~the ~~condition.~~amount ~~The trading price~~ of ~~our~~such ~~common stock might also decline in reaction to events that affect other companies in our industry or related industries even if these events do not directly affect us~~dividends.

InOur declaration and payment of future cash dividends are subject to the ~~past,~~final ~~following~~determination by ~~periods~~our Board of ~~volatility~~Directors that (i) the dividend will be made in compliance with laws applicable to the ~~market~~declaration ~~price~~and payment of acash ~~company's securities~~dividends, ~~class~~including ~~action~~Section ~~securities~~170 ~~litigation~~of ~~has~~the ~~often~~Delaware ~~been~~General Business ~~brought~~Corporation ~~against~~Law, ~~that~~(ii) ~~company.~~the ~~Due~~dividend tocomplies with the ~~potential~~terms ~~volatility~~of our Credit Agreement, and (iii) the payment of dividends remains in our ~~stock~~best ~~price~~interests, wewhich ~~may~~determination will be based on a number of factors, including the ~~target~~impact of ~~securities~~changing ~~litigation~~laws inand regulations, economic conditions, our results of operations and/or financial condition, capital resources, the ~~future~~ability to satisfy financial covenants and other factors considered relevant by the Board of Directors. ~~Securities~~There ~~litigation~~can ~~could~~be ~~result~~no assurance our Board of Directors will approve the payment of cash dividends in ~~substantial~~the ~~costs~~future ~~and~~or ~~divert~~the ~~management's~~amount ~~attention~~of ~~and~~a ~~resources~~cash ~~from~~dividend. ~~our~~Any ~~business~~discontinuance ~~and~~of ~~could~~the ~~also~~payment ~~require~~of usa dividend or changes to ~~make~~the ~~substantial~~amount ~~payments~~of a dividend compared to ~~satisfy~~prior ~~judgments~~dividends orcould tocause ~~settle~~our ~~litigation~~stock price to decline.

32Risks Related to our Indebtedness

Our ~~certificate~~significant amount of ~~incorporation~~indebtedness ~~and~~makes ~~by-laws~~us ~~and~~more ~~other~~sensitive ~~corporate~~to ~~documents~~adverse ~~include~~economic ~~anti-takeover~~conditions, ~~provisions~~may ~~which~~limit ~~may~~our ~~deter~~ability to plan for or ~~prevent~~respond to significant changes in our business, and requires a ~~takeover~~significant ~~attempt~~amount of cash to service our debt payment obligations that we may be unable to generate or obtain.

~~Some~~As ~~provisions~~ of ~~our~~March ~~certificate of incorporation~~30, ~~by-laws~~2025, ~~other~~we ~~corporate~~had ~~documents~~total outstanding indebtedness of $50,800,000. ~~including~~Subject to the terms ~~and condition~~ of our ~~Notes~~Credit Agreement, we and ~~provisions~~our ofsubsidiaries ~~Delaware~~may ~~law~~be ~~may~~able ~~discourage~~to ~~takeover~~incur ~~attempts~~additional ~~and~~indebtedness ~~hinder~~in athe ~~merger~~future, ~~tender~~which ~~offer~~would orincrease ~~proxy~~the ~~contest~~risks ~~targeting~~related ~~us,~~to ~~including~~our ~~transactions~~level inof ~~which~~indebtedness. ~~stockholders~~If ~~might~~new ~~receive~~debt ais ~~premium~~added ~~for~~to ~~their~~our ~~shares.~~existing ~~This~~debt ~~may~~levels, ~~limit~~ the ~~ability~~related ofrisks ~~stockholders~~that towe ~~approve~~face awould ~~transaction~~intensify ~~that~~and ~~they~~we may ~~think~~not isbe inable ~~their~~to ~~best~~meet ~~interest~~all our debt obligations, including the repayment of the Credit Agreement which matures in July 2029.

~~The corporate documents include:~~33

~~● Employment Contracts. The employment agreements between us and each of Howard M. Lorber and Eric Gatoff provide that in the event there is a change in control of Nathan’s~~Specifically, ~~the~~our ~~employee~~high ~~has~~level ~~the option, exercisable within one year for each~~ of ~~Messrs.~~indebtedness ~~Lorber~~could ~~and~~have ~~Gatoff,~~important ofpotential ~~his becoming aware of the change in control~~consequences, ~~to terminate his employment agreement. Upon such termination~~including, ~~Mr.~~but ~~Gatoff~~not ~~has~~limited ~~the right~~ to receive a lump sum payment equal to his salary and annual bonus for a one-year period, and Mr. Lorber has the right to receive a lump sum payment equal to the greater of (i) his salary and annual bonuses for the remainder of the employment term or (ii) 2.99 times his salary and annual bonus plus the difference between the exercise price of any exercisable options having an exercise price of less than the then current market price of our common stock and such current market price. Mr. Lorber will also receive a tax gross up payment to cover any excise tax.:

~~While~~● weincreasing ~~have~~our ~~approved~~vulnerability ato, ~~quarterly~~and ~~dividend~~reducing ~~policy,~~our ~~there~~flexibility ~~can~~to beplan nofor ~~assurance~~and asrespond to, ~~the~~adverse ~~declaration~~economic ofand ~~future~~industry ~~dividends~~conditions orand ~~the~~changes ~~amount~~in ofour ~~such~~business ~~dividends.~~and the competitive environment;

~~Our~~● ~~declaration~~make ~~and~~it ~~payment~~more ofdifficult ~~future~~for ~~cash~~us ~~dividends are subject~~ to ~~the~~satisfy ~~final determination by~~ our ~~Board~~other of Directors that (i) the dividend will be made in compliance with laws applicable to the declaration and payment of cash dividends, including Section 170 of the Delaware General Business Corporation Law, (ii) the dividend complies with the terms of the Indenture, and (iii) the payment of dividends remains in our best interests, which determination will be based on a number of factors, including the impact of changing laws and regulations, economic conditions, our results of operations and/or financial condition, capital resources, the ability to satisfy financial covenants and other factors considered relevant by the Board of Directors. There can be no assurance our Board of Directors will approve the payment of cash dividends in the future or the amount of a cash dividend. Any discontinuance of the payment of a dividend or changes to the amount of a dividend compared to prior dividends could cause our stock price to decline.obligations;

~~Risks~~● ~~Related~~requiring the dedication of a substantial portion of our cash flow from operations to the ~~Notes~~payment of principal on, and interest on, indebtedness, which amount could increase if prevailing interest rates rise, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, dividends, share repurchases or other corporate purposes;

~~Our~~● ~~substantial~~place ~~indebtedness makes~~ us ~~more~~at ~~sensitive~~a tocompetitive ~~adverse~~disadvantage ~~economic~~compared ~~conditions, may limit our ability~~ to ~~plan for or respond to significant changes in~~ our ~~business,~~competitors ~~and~~that ~~requires~~have aless ~~significant~~debt ~~amount~~or ofcompetitors ~~cash~~with tocomparable ~~service our~~ debt ~~payment~~levels ~~obligations~~at ~~that~~more wefavorable ~~may~~interest ~~be unable to generate or obtain.~~rates;

As● ofrestricting ~~March~~us ~~31,~~from ~~2024,~~making westrategic ~~had~~acquisitions ~~total~~or ~~outstanding~~causing ~~indebtedness~~us ~~of $60,000,000 of Notes which are due November 1, 2025. Subject~~ to ~~the~~make ~~terms~~non-strategic of any future agreements, we and our subsidiaries may be able to incur additional indebtedness in the future, which would increase the risks related to our high level of indebtedness. If new debt is added to our existing debt levels, the related risks that we face would intensify and we may not be able to meet all our debt obligations, including the repayment of the Notes.divestitures;

~~Specifically,~~● increasing our ~~high~~exposure ~~level~~to the risk of ~~indebtedness~~increased ~~could~~interest ~~have~~rates ~~important~~insofar ~~potential~~as ~~consequences,~~current ~~including,~~and ~~but~~future ~~not~~borrowings ~~limited~~are subject to: variable rates of interest;

● ~~increasing~~making ~~our~~it ~~vulnerability~~more ~~to,~~difficult ~~and reducing our flexibility to plan~~ for ~~and~~us ~~respond~~ to repay, ~~adverse~~refinance ~~economic~~or ~~and~~satisfy ~~industry~~our ~~conditions~~obligations ~~and~~with ~~changes~~respect into our ~~business and the competitive environment~~debt;

● ~~make~~limiting itour ~~more~~ability ~~difficult~~to ~~for~~borrow usadditional tofunds ~~satisfy~~in ~~our~~the ~~other~~future ~~financial~~and ~~obligations,~~increasing ~~including~~the ~~our~~cost ~~obligations~~of ~~relating~~any tosuch ~~the Notes~~borrowing;

● ~~requiring~~imposing ~~the~~restrictive ~~dedication~~covenants ofon ~~a substantial portion of~~ our ~~cash~~operations ~~flow~~as ~~from~~the ~~operations~~result toof the ~~payment~~terms of ~~principal~~our ofindebtedness, ~~and~~which, ~~interest~~if ~~on,~~not ~~indebtedness~~complied with, ~~thereby~~could ~~reducing~~result ~~the~~in ~~availability~~an event of ~~such~~default, ~~cash~~which ~~flow~~in toturn, ~~fund~~if ~~working~~not ~~capital,~~cured ~~capital~~or ~~expenditures~~waived, ~~acquisitions,~~could ~~dividends,~~result ~~share~~in ~~repurchases~~the oracceleration ~~other~~of ~~corporate~~our ~~purposes;~~debt.

33There is no assurance that we will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other liquidity needs. If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in amounts sufficient to pay our indebtedness or to fund other liquidity needs, our financial condition and results of operations may be adversely affected. As a result, we may need to refinance all or a portion of our indebtedness on or before maturity. There is no assurance that we will be able to refinance any of our indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material adverse effect on our business and financial condition.

●If ~~make~~drawn itupon, ~~more~~our ~~difficult~~undrawn ~~for~~revolving uscredit tofacility ~~satisfy~~would ~~our~~subject ~~obligations~~us to ~~the~~interest ~~holders~~rate ~~of the Notes~~risk, ~~resulting~~which incould ~~possible~~cause ~~defaults~~our ondebt ~~and~~service ~~acceleration~~obligations ofto ~~such indebtedness;~~increase.

●Our ~~limit~~undrawn ~~our~~revolving ~~flexibility~~credit facility has, and indebtedness we incur in ~~planning~~the ~~for~~future may have variable interest rates. Interest rates may increase in the future and as a result, orvariable ~~reacting~~rate todebt may create higher debt service requirements, ~~changes~~which inwould adversely affect our ~~business~~free cash flows and ~~the~~could ~~industry~~have ina ~~which~~material weadverse ~~operate;~~effect on our business and financial condition.

~~● place us at a competitive disadvantage compared to our competitors that have less debt;~~34

●Item ~~increasing~~1B. ~~our~~Unresolved ~~vulnerability~~Staff ~~to a downgrade of our credit rating, which could adversely affect our cost of funds, liquidity, value and trading of the Notes and access to capital markets;~~Comments.

~~● restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;~~None.

●Item ~~limit~~1C. ~~our ability to borrow additional funds or increase our cost of borrowing;~~Cybersecurity.

●Risk ~~placing~~management usand ~~at a disadvantage compared to other less leveraged competitors or competitors with comparable debt at more favorable interest rates;~~strategy

●The ~~increasing~~Company ~~our~~is ~~exposure~~committed to securing our information technology systems, including accounting software, point-of-sale software, and back-of-house software, against cybersecurity threats and protecting the ~~risk~~privacy of ~~increased~~the ~~interest~~data ~~rates~~of ~~insofar~~our customers’, employees’, franchisees’, licensees’ and other business partners. However, as ~~current~~described in “Item 1A. Risk Factors –Cyberattacks and ~~future~~breaches ~~borrowings~~could cause operational disruptions, fraud or theft of sensitive information” of this Form 10-K, we recognize that cybersecurity threats are ~~subject~~an ongoing concern in today’s digital world and that, despite devoting resources to ~~variable~~secure ~~rates~~our information technology systems, cybersecurity incidents can occur and, if so, could negatively impact our brand, business, results of ~~interest;~~operations and financial condition. Cybersecurity threats include any potential unauthorized occurrence on or conducted through our information technology systems or information technology systems of a third party that we utilize in our business that may result in adverse effects on the confidentiality, integrity or access to our information technology systems.

●Our ~~making~~cybersecurity itrisk ~~more~~management ~~difficult~~program ~~for~~includes usa tocybersecurity ~~repay~~incident response plan. We design and assess our program primarily following the guidelines of the National Institute of Standards and Technology and Payment Card Industry Data Security Standard. This does not imply that we meet any particular technical standards, ~~refinance~~specifications, or ~~satisfy~~requirements, only that we use these frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our ~~obligations~~business. ~~relating~~The objectives of our programs are to protect the ~~Notes~~confidentiality, integrity, use and availability of the Company’s data; to protect against unauthorized access to the Company’s data, the Company’s network and information technology applications; and to maintain disaster recovery plans to prepare for and respond to the potential for a disruption in the Company’s informational technology. Our programs fall under the oversight of our Information Technology manager.

●To ~~limiting~~supplement our ~~ability~~internal controls and processes and to ~~borrow~~meet ~~additional~~these ~~funds~~objectives, inthe Company engages third-party consultants who work closely with the ~~future~~Company’s Information Technology manager to collectively manage our cybersecurity, information technology and ~~increasing~~data privacy programs, as well as perform application security reviews, scans and penetration tests. The Company’s senior management team, including its Chief Executive Officer and its Chief Financial Officer, reviews the ~~cost~~assessments ofperformed ~~any~~by ~~such~~its ~~borrowing;~~third-party consultants and determines the plans to be executed in collaboration with the Information Technology manager.

●Our ~~imposing~~information ~~restrictive~~technology ~~covenants~~infrastructure onincludes ~~our~~firewalls, ~~operations~~modern asendpoint ~~the~~protections, ~~result~~intrusion ofdetection ~~the~~tools ~~terms~~and ofalerts, ~~our~~as ~~indebtedness,~~well ~~which,~~as ifmulti-factor ~~not~~authentication ~~complied~~to ~~with,~~provide ~~could~~a ~~result~~multi-layered inapproach anto ~~event~~protecting ofour ~~default,~~information ~~which~~technology insystems ~~turn~~from unauthorized access, ifuse, ~~not~~disclosure, ~~cured~~disruption, or ~~waived,~~destruction. ~~could~~Such ~~result~~applications inare ~~the~~regularly ~~acceleration~~monitored ofand ~~our~~reviewed ~~debts,~~for ~~including~~adequacy ~~the~~and ~~Notes~~potential enhancements.

~~There~~We isobtain noSystem ~~assurance~~and ~~that~~Organizational weControls ~~will~~(“SOC”) ~~generate~~1 ~~cash flow from operations~~ or ~~that~~SOC ~~future~~2 ~~debt~~reports oron ~~equity~~an ~~financings~~annual ~~will~~basis befrom ~~available~~vendors tothat ushost ~~to enable us to pay~~ our ~~indebtedness~~significant orfinancial toapplications ~~fund other liquidity needs. If our business does not generate sufficient cash flow from operations or if future borrowings are not available~~ to usaid in ~~amounts sufficient to pay~~ our ~~indebtedness~~assessment orof toinformation ~~fund~~security ~~other~~risk ~~liquidity~~amongst ~~needs,~~ our ~~financial~~relationships ~~condition~~with ~~and~~the ~~results~~host ~~of operations may be adversely affected~~vendors. AsWe aalso ~~result,~~perform wequarterly ~~may~~access ~~need~~reviews tofor ~~refinance~~these ~~all~~systems ~~or a portion of our indebtedness on or before maturity. There is no assurance~~ that weare ~~will~~subject ~~be able~~ to ~~refinance~~Sarbanes-Oxley ~~any of our indebtedness on favorable terms, or at all~~oversight. ~~Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material adverse effect on our business and financial condition.~~

34Over 98% of our restaurants are operated by franchisees who themselves are at risk of potential cybersecurity threats. There is no connectivity between the Company’s network and the networks on which our franchisees and licensees operate. Furthermore, there is no interface between the Company-owned restaurants point-of-sale system and the Company’s network and no interface between the Company’s primary manufacturer, Smithfield Foods, Inc. and the Company’s network.

~~Item 1B. Unresolved Staff Comments.~~35

~~None~~The Company routinely leads training exercises, at least annually, for its employees to reinforce the risk from common tactics and scams like email phishing campaigns, as well as more sophisticated descendants (i.e. spear phishing and smishing) to defend against potential business email and network compromise.

~~Item~~We 1Chave developed an incident response plan outlining immediate response actions, including internal and external communication protocols. ~~Cybersecurity~~The incident response plan is reviewed regularly by our third-party consultants in collaboration with our Information Technology manager evaluating our capabilities and our readiness. Under the plan, we have identified a management group comprised of our Chief Executive Officer, Chief Financial Officer, Corporate Controller and Information Technology manager. The plan provides that any cybersecurity incident will be reviewed by this group to determine whether any such incident is material for securities laws purposes and whether public disclosure is required, following consultation with outside counsel, the Audit Committee and/or Board of Directors.

~~Risk~~We ~~management~~maintain cyber risk insurance coverage that is intended to mitigate the financial impact of cybersecurity and ~~strategy~~data privacy incidents experienced by the Company. There can be no assurance that our cyber insurance policies will be sufficient in scope or amount to cover the costs and expenses related to any future cybersecurity incidents and it does not remedy the reputational and future business impacts.

The Company is committed to securing our information technology systems, including accounting software, point-of-sale software, and back-of-house software, against cybersecurity threats and protecting the privacy of the data of our customers’, employees’, franchisees’, licensees’ and other business partners. However, as described in “Item 1A. Risk Factors –Cyberattacks and breaches could cause operational disruptions, fraud or theft of sensitive information” of this Form 10-K, we recognize that cybersecurity threats are an ongoing concern in today’s digital world and that, despite devoting resources to secure our information technology systems, cybersecurity incidents can occur and, if so, could negatively impact our brand, business, results of operations and financial condition. Cybersecurity threats include any potential unauthorized occurrence on or conducted through our information technology systems or information technology systems of a third party that we utilize in our business that may result in adverse effects on the confidentiality, integrity or access to our information technology systems.Governance

WeThe ~~maintain~~full ~~technology~~Board ~~and~~of ~~cybersecurity~~Directors ~~programs~~has ~~and~~overall ~~follow~~responsibility ~~the~~for ~~guidelines~~risk ofoversight, ~~the~~including ~~National~~cybersecurity ~~Institute~~matters. ofIt ~~Standards~~is ~~and~~supported ~~Technology~~by ~~Cybersecurity~~the ~~Framework~~Audit toCommittee, ~~help~~which ~~manage~~reports ~~information~~to ~~security~~the ~~risk~~full ~~within~~Board ~~the~~of ~~Company~~Directors. The ~~objectives~~Audit ofCommittee ~~our~~receives ~~programs~~updates ~~are~~from tomanagement, ~~protect~~as ~~the confidentiality~~necessary, ~~integrity,~~on ~~use~~the cybersecurity landscape and ~~availability~~cybersecurity ofrisks impacting the Company’s. ~~data;~~At toleast ~~protect~~annually, ~~against~~the ~~unauthorized~~Board ~~access~~of toDirectors ~~the~~receives ~~Company’s~~a ~~data,~~cybersecurity ~~the~~update as part of our Company’s ~~network~~risk ~~and~~management ~~information~~program. ~~technology~~Such ~~applications;~~updates ~~and~~are designed to ~~maintain~~ensure ~~recovery~~that ~~plans regarding~~ the Company’s ~~informational~~senior ~~technology.~~management ~~Our~~team ~~programs~~remain ~~fall~~informed ~~under~~about and can monitor the ~~oversight~~prevention, ofdetection, ~~our~~mitigation, ~~Information~~and ~~Technology~~remediation ~~manager~~of potential cybersecurity incidents.

ToAt ~~supplement~~a management level, our ~~internal~~cybersecurity ~~controls~~program ~~and~~is ~~processes~~led ~~and~~by toour ~~meet~~Information ~~these~~Technology ~~objectives~~manager, ~~the~~who ~~Company~~reports ~~engages~~to ~~third-party~~the ~~consultants~~Chief ~~who~~Financial ~~work~~Officer. ~~closely~~Our ~~with the Company’s~~ Information Technology manager tois ~~collectively~~supported ~~manage~~by our ~~cybersecurity,~~third-party ~~information~~consultants. ~~technology~~Our ~~and~~Information ~~data~~Technology ~~privacy~~manager ~~programs,~~along aswith ~~well~~the assupport ~~perform~~of ~~application~~our ~~security~~third-party ~~reviews and penetration tests. The Company’s senior management team~~consultants, ~~including~~is ~~its~~equipped ~~Chief~~to ~~Executive~~help ~~Officer~~navigate ~~and its Chief Financial Officer, reviews~~ the ~~assessments~~landscape ~~performed~~of bycybersecurity ~~its~~risks ~~third-party~~and ~~consultants~~challenges and ~~determines~~to ~~the~~implement ~~plans~~and to bemanage ~~executed~~a incomprehensive ~~collaboration~~security ~~with the Information Technology manager~~strategy.

~~Our~~While ~~information~~cybersecurity ~~technology~~threats ~~infrastructure~~have ~~includes~~not ~~firewalls,~~materially ~~and~~affected ~~intrusion~~our ~~detection~~business ~~tools~~strategy, asresults ~~well~~of asoperations ~~multi-factor~~or ~~authentication~~financial tocondition, ~~provide~~future aincidents ~~multi-layered~~may ~~approach~~interrupt toour ~~protecting~~operations ~~our~~and ~~information~~could ~~technology~~materially ~~systems~~adversely ~~from~~affect ~~unauthorized~~our ~~access~~business, ~~use,~~results ~~disclosure,~~of ~~disruption,~~operations orand ~~destruction~~financial condition.

We obtain System and Organizational Controls (“SOC”) 1 or SOC 2 reports on an annual basis from vendors that host our significant financial applications to aid in our assessment of information security risk amongst our relationships with the host vendors. We also perform quarterly access reviews for these systems that are subject to SOX oversight.36

~~The~~Item Company has been certified as compliant with the Payment Card Industry Security Standard intended to ensure that the processing, storing and transmission of credit card information in the Company’s point-of-sale software in our Company-owned restaurants is maintained in a secure manner2. Properties.

~~Over~~We ~~98%~~currently oflease ~~our~~approximately ~~restaurants~~9,300 ~~are~~square ~~operated~~feet ~~by franchisees who themselves are at risk~~ of ~~potential~~space ~~cybersecurity~~for ~~threats. There is no connectivity between the Company’s network and the networks on which~~ our ~~franchisees~~executive ~~and~~offices ~~licensees~~in ~~operate. Furthermore~~Jericho, ~~there~~New isYork nofor ~~interface~~approximately ~~between~~$396,000 ~~the~~per ~~Company-owned~~year, ~~restaurants~~under ~~point-of-sale~~a ~~system~~lease ~~and~~agreement ~~the~~which ~~Company’s~~expires ~~network~~on ~~and~~March ~~no interface between the Company’s primary manufacturer~~31, ~~Smithfield Foods, Inc~~2029. ~~and the Company’s network.~~

35At March 30, 2025, other Company-owned restaurants that were operating were located in leased space with terms expiring as shown in the following table:

The Company routinely leads training exercises, at least annually, for its employees to reinforce the risk from common tactics and scams like email phishing campaigns to defend against potential business email and network compromise.

Nathan’s Restaurants	Location	Current Lease Expiration Date	Approximate Square Footage
Coney Island	Brooklyn, NY	December 2027	10,000
Coney Island Boardwalk (a)	Brooklyn, NY	November 2027	3,800
Long Beach Road	Oceanside, NY	April 2030	4,100
Central Park Avenue	Yonkers, NY	December 2028	3,500

We have developed an incident response plan outlining immediate response actions, including internal and external communication protocols. The incident response plan is reviewed regularly by our third-party consultants in collaboration with our Information Technology manager evaluating our capabilities and our readiness. Under the plan, we have identified (a) ~~management~~Seasonal ~~group~~satellite ~~comprised of our Chief Executive Officer, Chief Financial Officer, Corporate Controller and Information Technology manager~~location. The plan provides that any cybersecurity incident will be reviewed by this group to determine whether any such incident is material for securities laws purposes and whether public disclosure is required, following consultation with outside counsel, the Audit Committee and/or Board of Directors.

WeAt ~~maintain~~March ~~cyber~~30, ~~risk~~2025, ~~insurance~~in ~~coverage~~addition ~~that is intended~~ to ~~mitigate~~ the ~~financial~~leases ~~impact~~listed ofabove, ~~cybersecurity~~we ~~and~~were ~~data privacy incidents experienced by~~ the ~~Company.~~sub-lessor ~~There~~of ~~can~~one beproperty noto ~~assurance~~a ~~that~~franchisee ~~our~~located ~~cyber~~within ~~insurance policies will be sufficient in scope or amount to cover~~ the ~~costs~~metropolitan ~~and~~New ~~expenses~~York ~~related to any future cybersecurity incidents~~area.

~~Governance~~Aggregate rental expense, net of sublease income, under all current leases amounted to $1,873,000 in fiscal 2025.

~~The~~Item ~~full Board of Directors has overall responsibility for risk oversight, including cybersecurity matters~~3. ItLegal ~~is supported by the Audit Committee, which reports to the full Board of Directors~~Proceedings. The Audit Committee receives updates from management on the cybersecurity landscape and cybersecurity risks impacting the Company. At least annually, the Board of Directors receives a cybersecurity update as part of our Company’s risk management program. Such updates are designed to ensure that the Company’s senior management team remain informed about and can monitor the prevention, detection, mitigation, and remediation of potential cybersecurity incidents.

AtWe aand ~~management~~our ~~level,~~subsidiaries ~~our~~are ~~cybersecurity~~from ~~program~~time isto ~~led~~time byinvolved ~~our~~in ~~Information~~ordinary ~~Technology~~and ~~manager,~~routine ~~who~~litigation. ~~reports~~Management topresently believes that the ~~Chief~~ultimate ~~Financial~~outcome ~~Officer.~~of ~~Our~~these ~~Information~~proceedings, ~~Technology~~individually ~~manager~~or isin ~~supported~~the byaggregate, will not have a material adverse effect on our ~~third-party~~financial ~~consultants.~~position, ~~With~~cash ~~over~~flows 25or ~~years~~results of ~~Company~~operations. ~~experience~~Nevertheless, ~~our~~litigation ~~Information~~is ~~Technology~~subject ~~manager~~to ~~along~~inherent ~~with~~uncertainties ~~the~~and ~~support~~unfavorable ofrulings ~~our~~could ~~third-party~~occur. ~~consultants~~An unfavorable ruling could include monetary damages and, isin ~~equipped~~such toevent, ~~help~~could ~~navigate~~result ~~the~~in ~~landscape~~a material adverse impact on our results of ~~cybersecurity~~operations ~~risks~~for ~~and~~the ~~challenges~~period in which the ruling occurs.

~~While~~Item ~~cybersecurity~~4. ~~threats~~Mine ~~have~~Safety not materially affected our business strategy, results of operations or financial condition, future incidents may interrupt our operations and could materially adversely affect our business, results of operations and financial conditionDisclosures.

36Not applicable.

~~Item 2. Properties.~~37

WePART ~~currently lease approximately 9,300 square feet of space for our executive offices in Jericho, New York for approximately $396,000 per year, under a lease agreement which expires on March 31, 2029.~~II

AtItem ~~March~~5. ~~31,~~Market ~~2024,~~for ~~other~~Registrant’s ~~Company-owned~~Common ~~restaurants~~Equity, ~~that~~Related ~~were~~Stockholder ~~operating~~Matters ~~were~~and ~~located~~Issuer inPurchases ~~leased~~of ~~space~~Equity ~~with terms expiring as shown in the following table:~~Securities.

Nathan’s Restaurants	Location	Current Lease Expiration Date	Approximate Square Footage
Coney Island	Brooklyn, NY	December 2027	10,000
Coney Island Boardwalk (a)	Brooklyn, NY	November 2028	3,800
Long Beach Road	Oceanside, NY	April 2030	4,100
Central Park Avenue	Yonkers, NY	December 2028	3,500

Market Information and Dividend Policy

Our common stock is quoted on the NASDAQ Global Market (a“Nasdaq”) ~~Seasonal~~under ~~satellite~~the ~~location~~symbol “NATH.” As of June 5, 2025 we had approximately 290 shareholders of record, excluding shareholders whose shares were held by brokerage firms, depositories and other institutional firms in “street name” for their customers.

AtThe ~~March~~Company 31paid quarterly cash dividends of $0.50 per share of common stock during each of the first, ~~2024~~second, inthird ~~addition~~and tofourth ~~the~~quarters ~~leases~~of ~~listed~~fiscal ~~above,~~2024 weand ~~were~~2025. Effective June 10, 2025, the ~~sub-lessor~~Board declared its first quarterly cash dividend of ~~one~~$0.50 ~~property~~per share for fiscal year 2026 which is payable on July 1, 2025 to astockholders ~~franchisee~~of ~~located~~record ~~within~~as of the ~~metropolitan~~close ~~New~~of ~~York~~business ~~area~~on June 23, 2025.

~~Aggregate~~Our ~~rental~~ability ~~expense,~~to ~~net~~pay future dividends is limited by the terms of ~~sublease~~our ~~income~~Credit Agreement. In addition, ~~under~~the ~~all~~payment ~~current~~of ~~leases~~any ~~amounted~~cash dividends in the future are subject to ~~$1,686,000~~final indetermination ~~fiscal~~of ~~2024~~the Board and will be dependent upon our earnings and financial requirements and the terms of our Credit Agreement.

~~Item~~In 3.addition ~~Legal~~to ~~Proceedings~~the terms of the Credit Agreement, the payment of any cash dividends in the future will be dependent upon our earnings and financial requirements and the terms of any other indebtedness that we may incur in the future and there can be no assurance that we will declare and pay any dividends subsequent to the July 1, 2025 dividend.

WeIssuer ~~and~~Purchases ~~our subsidiaries are from time to time involved in ordinary and routine litigation. Management presently believes that the ultimate outcome~~ of ~~these~~Equity proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations. Nevertheless, litigation is subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages and, in such event, could result in a material adverse impact on our results of operations for the period in which the ruling occurs.Securities

~~Item~~The 4.Company ~~Mine~~did ~~Safety~~not ~~Disclosures~~repurchase any of its common stock during the quarter ended March 30, 2025.

~~Not~~Item ~~applicable~~6. Reserved.

3738

~~PART~~Item II7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~Introduction ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~

~~Market~~Recent ~~Information~~Events ~~and~~Affecting ~~Dividend~~Our ~~Policy~~Results of Operations

~~Our~~Inflationary common stock is quoted on the NASDAQ Global Market (“Nasdaq”) under the symbol “NATH.” As of June 6, 2024 we had approximately 311 shareholders of record, excluding shareholders whose shares were held by brokerage firms, depositories and other institutional firms in “street name” for their customers.Pressures

~~During~~Inflationary pressures impacted our consolidated results of operations during fiscal ~~2023~~2025, ~~the~~and ~~Company~~we ~~declared~~anticipate continued inflationary pressures on commodity prices, including beef and ~~paid~~beef ~~three~~trimmings, ~~quarterly~~as ~~dividends~~well ofas $0labor inflation during fiscal 2026.45 ~~per~~In ~~share~~general, ~~and~~we ~~one~~have ~~quarterly~~been ~~dividend~~able to offset some of ~~$0.50~~these ~~per~~cost ~~share.~~increases ~~During~~resulting ~~fiscal~~from ~~2024,~~inflation ~~the~~by increasing prices at our Company-owned ~~declared~~restaurants and ~~paid~~entering ~~four~~into ~~quarterly~~sales ~~dividends~~agreements with our Branded Product Program customers that are correlated to our cost of $0beef and beef trimmings.50 ~~per~~We ~~share~~continue to monitor these inflationary pressures and will attempt to implement mitigation measures as needed. ~~Effective~~Inherent ~~June~~volatility 12in commodity markets, ~~2024~~including beef and beef trimmings, ~~the~~could ~~Board~~have ~~declared~~a ~~its~~significant ~~first~~impact ~~quarterly~~on ~~cash~~our ~~dividend~~results of $0operations.50 ~~per~~Delays ~~share~~in ~~for~~implementing ~~fiscal~~price ~~year~~increases, ~~2025~~competitive ~~which~~pressures, isrecession ~~payable~~fears, ona ~~July~~decline 2,in ~~2024~~consumer tospending ~~stockholders~~levels ofand ~~record~~other asfactors ofmay ~~the~~limit ~~close~~our ofability ~~business~~to onimplement ~~June~~further ~~24,~~price ~~2024~~increases in the future.

~~Our~~Uncertainty ~~ability~~in ~~to pay future dividends is limited by~~ the ~~terms~~current ofmacroeconomic ~~an Indenture~~environment, ~~dated~~including ~~November 1, 2017, between~~ the ~~Company,~~impact ~~certain~~ of ~~its wholly-owned subsidiaries~~tariffs, asmay ~~guarantors~~have ~~and~~an ~~U.S.~~adverse ~~Bank~~impact ~~Trust~~on ~~Company,~~our ~~National~~sales ~~Association~~or ~~(formerly~~increase ~~known~~our ascost ~~U.S.~~of ~~Bank~~goods ~~National Association), as Trustee and Collateral Trustee (the “Indenture”)~~sold.

InRefinancing ~~addition to the terms~~ of ~~the~~Senior ~~Indenture,~~Secured ~~the~~Notes ~~payment~~due of any cash dividends in the future will be dependent upon our earnings and financial requirements and the terms of any other indebtedness that we may incur in the future and there can be no assurance that we will declare and pay any dividends subsequent to the July 2, 2024 dividend.2025

~~Issuer~~On ~~Purchases~~July of10, ~~Equity~~2024, ~~Securities~~the Company entered into a five-year unsecured Credit Agreement (the “Credit Agreement”) with Citibank, N.A. and borrowed $60,000,000 in Term Loan borrowings to refinance and redeem our outstanding 6.625% Senior Secured Notes due 2025 (the “2025 Notes”). See NOTE J – LONG TERM DEBT to the consolidated financial statements and “Liquidity and Capital Resources” for additional information on the Credit Agreement and refinancing. Our future results may be impacted by our debt service and repayment obligations under our Credit Agreement.

~~The~~Business ~~Company did not repurchase any of its common stock during the quarter ended March 31, 2024.~~Overview

~~Item~~We 6are engaged primarily in the marketing of the “Nathan’s Famous” brand and the sale of products bearing the “Nathan’s Famous” trademarks through several different channels of distribution. ~~Reserved~~Historically, our business has been the operation and franchising of quick-service restaurants featuring Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries, and a variety of other menu offerings. Our Company-owned and franchised restaurants operate under the name “Nathan’s Famous,” the name first used at our original Coney Island restaurant opened in 1916. Nathan’s product licensing program sells packaged hot dogs, frozen crinkle-cut French fries and additional products to retail customers through supermarkets, grocery channels and club stores for off-site consumption. Our Branded Product Program enables foodservice retailers and others to sell some of Nathan’s proprietary products outside of the realm of a traditional franchise relationship. In conjunction with this program, purchasers of Nathan’s products are granted a limited use of the Nathan’s Famous trademark with respect to the sale of the purchased products, including Nathan’s World Famous Beef Hot Dogs, certain other proprietary food items and paper goods. Our Branded Menu Program is a limited franchise program, under which foodservice operators may sell a greater variety of Nathan’s Famous menu items than under the Branded Product Program.

38Our revenues are generated primarily from selling products under Nathan’s Branded Product Program, operating Company-owned restaurants, licensing agreements for the sale of Nathan’s products within supermarkets, grocery stores and club stores, the manufacture of certain proprietary spices by third parties and the royalties, fees and other sums we can earn from franchising the Nathan’s restaurant concept (including the Branded Menu Program and virtual kitchens).

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~39

~~Introduction~~The following summary reflects the openings and closings of the Nathan’s franchise system (including the Branded Menu Program) for the fiscal years ended March 30, 2025 and March 31, 2024.

Recent Events Affecting Our Results of Operations

	March 30, 2025			March 31, 2024
Beginning balance		230			232
Opened		25			17
Closed		(25	)		(19	)
Ending balance (a)		230			230

~~Inflationary pressures impacted our results of operations during fiscal 2024, including~~ (ia) ~~rising~~Units ~~labor~~operating ~~costs~~pursuant ~~and (ii) higher commodity prices, including beef and beef trimmings. In general, we are already paying a higher wage rate than the statutory minimum wage rate. We attempt~~ to offset cost increases resulting from inflation by increasing prices and adjusting product mix. We continue to monitor these inflationary pressures and will continue to implement mitigation measures as needed. Inherent volatility in commodity markets, including beef and beef trimmings, could have a significant impact on our ~~results~~Branded ofProduct ~~operations.~~Program ~~Delays in implementing price increases, competitive pressures, a decline in consumer spending levels~~ and ~~other factors may limit~~ our ~~ability~~virtual tokitchens ~~implement~~are ~~further price increases in the future~~excluded.

~~Business~~At ~~Overview~~March 30, 2025, our franchise system consisted of 230 Nathan’s franchised locations, including 121 Branded Menu locations located in 17 states, and 12 foreign countries. We also operate four Company-owned restaurants (including one seasonal unit), within the New York metropolitan area.

WeOur ~~are~~primary ~~engaged~~focus ~~primarily~~is into expand the ~~marketing~~market penetration of the “Nathan’s Famous” brand ~~and~~by increasing the ~~sale~~number of ~~products~~distribution ~~bearing~~points ~~the~~for ~~“Nathan’s~~our ~~Famous”~~products ~~trademarks~~across ~~through~~all ~~several different channels~~ of ~~distribution. Historically,~~ our business ~~has been the operation and franchising of quick-service restaurants featuring Nathan’s World Famous Beef Hot Dogs~~platforms, ~~crinkle-cut~~including ~~French~~our ~~fries,~~Licensing ~~and~~Program afor ~~variety~~distribution of ~~other menu offerings. Our Company-owned and franchised restaurants operate under the name “~~Nathan’s Famous,” ~~the~~branded ~~name~~consumer ~~first~~packaged ~~used~~goods, at our ~~original~~Branded ~~Coney~~Products ~~Island~~Program ~~restaurant~~for ~~opened~~distribution inof ~~1916.~~ Nathan’s ~~product~~Famous ~~licensing~~branded ~~program~~bulk ~~sells packaged hot dogs, frozen crinkle-cut French fries and additional~~ products to ~~retail~~the ~~customers~~foodservice ~~through supermarkets~~industry, ~~grocery channels~~ and ~~club~~our ~~stores~~namesake ~~for~~restaurant ~~off-site~~system ~~consumption.~~comprised ~~Our~~of ~~Branded~~both ~~Product~~Company-owned ~~Program enables foodservice retailers~~ and ~~others~~franchised torestaurants, ~~sell~~including ~~some~~virtual ofkitchens. ~~Nathan’s~~The ~~proprietary~~primary ~~products~~drivers ~~outside~~ of ~~the~~our ~~realm~~growth ofhave abeen ~~traditional~~our ~~franchise~~Licensing ~~relationship.~~and InBranded ~~conjunction~~Product ~~with this program~~Programs, ~~purchasers~~which ~~of Nathan’s products~~ are ~~granted a limited use of~~ the ~~Nathan’s~~largest ~~Famous~~contributors ~~trademark with respect~~ to the ~~sale of the purchased products, including Nathan~~Company’s ~~World~~revenues ~~Famous Beef Hot Dogs, certain other proprietary food items~~ and ~~paper goods~~profits. ~~Our Branded Menu Program is a limited franchise program, under which foodservice operators may sell a greater variety of Nathan’s Famous menu items than under the Branded Product Program.~~

~~Our~~While ~~revenues~~we ~~are~~do ~~generated~~not ~~primarily~~expect ~~from~~to ~~selling~~significantly ~~products~~increase ~~under~~the ~~Nathan’s~~number ~~Branded~~of ~~Product Program, operating~~ Company-owned restaurants, ~~licensing~~we ~~agreements~~may ~~for~~opportunistically ~~the sale of Nathan’s products within supermarkets, grocery stores~~ and ~~club~~strategically ~~stores,~~invest ~~the~~in ~~sale~~a ofsmall ~~Nathan’s~~number ~~products directly to other foodservice operators, the manufacture~~ of ~~certain~~new ~~proprietary~~units ~~spices~~as byshowcase ~~third~~locations ~~parties~~for ~~and~~prospective ~~the~~franchisees ~~royalties, fees~~ and ~~other~~master ~~sums~~developers as we ~~can~~seek ~~earn~~to ~~from~~grow ~~franchising~~our ~~the~~franchise ~~Nathan’s restaurant concept (including the Branded Menu Program and virtual kitchens)~~system.

~~The~~As ~~following~~described ~~summary~~in ~~reflects~~Item ~~the~~1A. ~~openings~~“Risk Factors” and ~~closings~~other ofsections in this Annual Report on Form 10-K for the ~~Nathan’s~~year ~~franchise~~ended ~~system~~March (30, 2025, our future results could be impacted by many developments including the ~~Branded~~impact ~~Menu~~of ~~Program)~~the ~~for~~inflationary ~~the~~pressures ~~fiscal~~on ~~years~~our ~~ended~~business, ~~March~~as 31well as our dependence on Smithfield Foods, ~~2024~~Inc. as our principal supplier, and ~~March~~the 26dependence of our licensing revenue and overall profitability on our agreement with Smithfield Foods, ~~2023~~Inc. Our future operating results could be impacted by supply constraints on beef or by increased costs of beef, beef trimmings and other commodities due to inflationary pressures compared to earlier periods.

	March 31, 2024			March 26, 2023
Beginning balance		232			239
Opened		17			11
Closed		(19	)		(18	)
Ending balance (a)		230			232

Critical Accounting Estimates

~~(a)~~Our ~~Units~~consolidated ~~operating~~financial ~~pursuant~~statements and the notes to our ~~Branded~~consolidated ~~Product~~financial ~~Program~~statements contain information that is pertinent to management’s discussion and ~~our~~analysis. ~~virtual~~The ~~kitchens~~preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. These estimates and assumptions are ~~excluded~~inherently uncertain and require additional management judgment. Results can materially differ when varying assumptions are applied. We consider the following estimates to be the most critical in understanding the assumptions used by management in preparing the consolidated financial statements due to the subjectivity and sensitivity of the methods used in determining the related estimates. The following discussion should be read in conjunction with the consolidated financial statements included in Part IV, Item 15 of this Form 10-K.

At March 31, 2024, our franchise system consisted of 230 Nathan’s franchised locations, including 116 Branded Menu locations located in 17 states, and 13 foreign countries. We also operate four Company-owned restaurants (including one seasonal unit), within the New York metropolitan area.40

39Impairment of Long-Lived Assets

~~Our~~Long-lived ~~primary~~assets ~~focus~~include isproperty, equipment and right-of-use assets for operating leases with finite useful lives. Impairment losses are recorded on long-lived assets whenever impairment factors are determined to ~~expand~~be ~~the~~present. ~~market~~The ~~penetration~~Company considers a history of restaurant operating losses to be its primary indicator of potential impairment for individual restaurant locations. The Company tests the ~~Nathan’s~~recoverability ~~Famous~~of ~~brand~~its bylong-lived ~~increasing~~assets with finite useful lives whenever events or changes in circumstances indicate that the ~~number~~carrying value of ~~distribution~~the ~~points~~asset may not be recoverable. The Company tests for ~~our~~recoverability ~~products~~based ~~across~~on ~~all~~the ofprojected ~~our~~undiscounted ~~business~~cash ~~platforms,~~flows ~~including~~to be generated by our ~~Licensing~~individual ~~Program~~Company-owned ~~for~~restaurants. ~~distribution~~If the projected undiscounted future cash flows are less than the carrying value of ~~Nathan’s~~the ~~Famous~~assets, ~~branded~~the ~~consumer~~Company ~~packaged~~will ~~goods~~record an impairment loss, ~~our~~if ~~Branded~~any, ~~Products~~based ~~Program~~on ~~for~~the ~~distribution~~difference between the estimated fair value and the carrying value of ~~Nathan’s~~the ~~Famous~~assets. ~~branded~~The ~~bulk~~Company ~~products~~generally measures fair value by considering discounted estimated future cash flows from such assets. Key inputs to ~~the~~determine ~~foodservice~~estimated ~~industry,~~future ~~and~~cash ~~our~~flows ~~namesake~~include ~~restaurant~~forecasted ~~system~~sales ~~comprised~~growth ofat ~~both~~individual Company-owned restaurants and ~~franchised~~a ~~restaurants,~~discount ~~including~~rate. ~~virtual~~We ~~kitchens~~use a weighted average cost of capital discount rate to calculate future cash flows. ~~The~~During ~~primary~~recent ~~drivers~~years, we have faced periods of ~~our~~inflation, ~~growth~~led by labor inflation and commodity inflation. Some of the impacts of inflation have been ~~our~~offset ~~Licensing~~by menu price increases. Whether we are able and/or ~~Branded~~choose ~~Product~~to ~~Programs~~offset the effects of inflation may affect our forecasted sales growth at individual Company-owned restaurants. No long-lived assets were deemed impaired during the fiscal years ended March 30, ~~which~~2025 ~~are~~and March 31, 2024. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the ~~largest~~estimates ~~contributors~~and assumptions prove to be incorrect, the Company’s ~~revenues~~may be required to record impairment charges in future periods and ~~profits~~such impairments could be material.

~~While~~Impairment ~~we do not expect to significantly increase the number~~ of ~~Company-owned~~Intangible restaurants, we may opportunistically and strategically invest in a small number of new units as showcase locations for prospective franchisees and master developers as we seek to grow our franchise system. We continue to seek opportunities to drive sales in a variety of ways as we adapt to the ever-changing consumer and business climate.Asset

AsThe ~~described~~Company’s inintangible ~~Item~~asset ~~1A.~~consists ~~“Risk Factors” and other sections in this Annual Report on Form 10-K for the year ended March 31, 2024, our future results could be impacted by many developments including the impact~~ of the ~~inflationary pressures on our business~~trademarks, ~~as well as our dependence on Smithfield Foods, Inc. as our principal supplier,~~ and the ~~dependence~~trade ofname ~~our licensing revenue~~ and ~~overall~~other ~~profitability~~intellectual onproperty ~~our~~in ~~agreement~~connection with ~~Smithfield~~the ~~Foods,~~Arthur ~~Inc.~~Treacher’s ~~Our~~Fish ~~future~~& ~~operating~~Chips ~~results could be impacted by supply constraints on beef or by increased costs of beef, beef trimmings and other commodities due to inflationary pressures compared to earlier periods~~brand.

OnThe ~~November~~Company 1,determined ~~2017,~~its intangible asset to have a finite useful life based on the ~~Company~~expected ~~issued~~future ~~$150,000,000~~use of ~~6.625%~~this ~~Senior~~intangible ~~Secured~~asset. ~~Notes~~Based ~~due~~upon ~~2025 (~~the ~~"2025~~review ~~Notes")~~of inits aArthur ~~private~~Treacher’s ~~offering~~Fish in& ~~accordance~~Chips ~~with~~co-branding ~~Rule~~agreements, ~~144A~~the ~~under~~Company determined that the ~~Securities~~remaining ~~Act~~useful lives of ~~1933,~~these asagreements ~~amended~~is (three years concluding in fiscal 2028 and the ~~“Securities~~intangible ~~Act”)~~asset is subject to annual amortization. The ~~2025~~Company’s ~~Notes~~definite-lived ~~were~~intangible ~~issued~~asset ~~pursuant~~is totested anfor ~~indenture,~~impairment ~~dated~~at ~~November~~least 1annually, ~~2017,~~or ~~(the~~more ~~“Indenture”)~~frequently byif ~~and~~events ~~among~~or changes in circumstances indicate that the asset may be impaired. The Company, ~~certain~~tested for recoverability of its ~~wholly~~definite-~~owned~~lived ~~subsidiaries,~~intangible asasset ~~guarantors,~~based ~~and~~on ~~U.S.~~the ~~Bank~~projected ~~Trust~~undiscounted ~~Company,~~cash ~~National~~flows ~~Association~~to ~~(formerly~~be Uderived from such co-branding agreements.S. ~~Bank~~Assumptions ~~National~~used ~~Association),~~to asdetermine ~~trustee~~projected undiscounted cash flows include future trends and ~~collateral~~projected ~~trustee~~sales. ~~The~~ ~~Company~~Based ~~used~~on the ~~net~~quantitative ~~proceeds~~test ofperformed, the ~~2025~~Company ~~Notes~~determined ~~offering~~that tothe ~~redeem~~definite-lived intangible asset was recoverable and no impairment charge was recorded for the ~~2020~~fiscal ~~Notes,~~years ~~paid~~ended aMarch ~~portion~~30, of2025 aand ~~special~~March $531, 2024.00 ~~cash~~Cash ~~dividend~~flow and ~~used~~sales projections require significant estimates and assumptions by management. Should the ~~remaining~~estimates ~~proceeds~~and ~~for~~assumptions ~~general~~prove ~~corporate~~to ~~purposes~~be incorrect, ~~including~~the ~~working~~Company ~~capital~~may be required to record an impairment charge in future periods and such impairment could be material.

~~Over~~Current ~~the~~Expected ~~past~~Credit ~~three~~Losses years, we have significantly reduced the outstanding balance of our 2025 Notes from $150,000,000 at March 28, 2021 to $60,000,000 at March 31, 2024 using free cash flow. We believe that our multi-channel asset light business model will continue to generate consistent free cash flow to manage our current debt service levels and may enable us to further reduce our debt service levels in the future.(“CECL”)

The ~~2025~~CECL ~~Notes~~reserve ~~bear~~methodology ~~interest~~requires atcompanies ~~6.625%~~to ~~per~~measure ~~annum,~~expected ~~payable~~credit ~~semi-annually~~losses on ~~May~~financial ~~1st~~instruments ~~and~~based ~~November~~on ~~1st~~the oftotal ~~each~~estimated ~~year.~~amount ~~During~~to ~~the~~be ~~fiscal~~collected ~~year~~over ~~ended~~the ~~March~~lifetime ~~31,~~of ~~2024,~~ the ~~Company~~instrument. ~~made~~Under ~~its~~CECL, ~~required~~reserves ~~semi-annual~~may ~~interest~~be ~~payments~~established onagainst ~~May~~financial 1,asset ~~2023~~balances ~~and~~even ~~November~~if 1,the ~~2023.~~risk Onof ~~May~~loss 1,is ~~2024,~~remote. ~~the~~The Company ~~paid~~is ~~its~~exposed ~~first~~to ~~semi-annual~~credit ~~interest~~losses ~~payment~~through ofits ~~fiscal~~trade ~~2025~~accounts receivable.

The ~~2025~~Company ~~Notes~~calculates ~~have~~an allowance for credit losses by pooling its trade accounts receivable based on similar risk characteristics and delinquency status under an aging method at the measurement date. The risk characteristics the Company generally reviews when analyzing its trade accounts receivable pools include the type of receivable (for example, franchise receivable, license receivable, Branded Product Program receivable), payment terms, the Company’s previous loss history, current and future economic conditions and the length of time accounts receivables are past due. For those trade accounts receivable that no ~~scheduled~~longer ~~principal~~share ~~amortization~~similar ~~payments~~risk ~~prior~~characteristics towith its ~~final~~pool ~~maturity~~and onpotential ~~November~~loss 1is evident, ~~2025~~a specific reserve is recorded.

Our future results may be impacted by our interest obligations under the 2025 Notes. As a result of the 2025 Notes, the Company expects to incur annual interest expense of $3,975,000 per annum and annual amortization of debt issuance costs of approximately $277,000.41

~~Critical~~Reserves ~~Accounting~~can ~~Estimates~~be subject to a degree of judgment and can be subject to macroeconomic factors, including inflation and forecasts of future economic conditions. A change in these factors could have a material impact on the allowance for credit losses.

~~Our~~Customer consolidated financial statements and the notes to our consolidated financial statements contain information that is pertinent to management’s discussion and analysis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. These estimates and assumptions are inherently uncertain and require additional management judgment. Results can materially differ when varying assumptions are applied. We consider the following estimates to be the most critical in understanding the assumptions used by management in preparing the consolidated financial statements due to the subjectivity and sensitivity of the methods used in determining the related estimates. The following discussion should be read in conjunction with the consolidated financial statements included in Part IV, Item 15 of this Form 10-K.Rebates

40The Company recognizes Branded Product Program revenue at the net sales price, which includes certain estimates for customer rebates. The provision for Branded Product Program rebates is recorded as a reduction from gross sales and reserves for customer rebates are shown as an increase in accrued customer rebates, which is included in current liabilities. Our estimates are based on historical experience, contractual provisions and other factors that we believe are reasonable under the circumstances. Historically, actual customer rebates have not differed materially from estimated amounts.

~~Impairment~~Income ofTaxes ~~Long-Lived Assets~~

~~Long-lived~~The ~~assets~~Company’s ~~include~~current ~~property,~~provision ~~equipment and right-of-use assets~~ for ~~operating~~income ~~leases~~taxes ~~with~~is ~~finite~~based ~~useful~~upon ~~lives.~~its ~~Impairment~~estimated ~~losses~~taxable ~~are~~income ~~recorded~~in oneach ~~long-lived~~of ~~assets~~the ~~whenever~~jurisdictions ~~impairment~~in ~~factors~~which ~~are~~it ~~determined~~operates, toafter beconsidering ~~present.~~the ~~The~~impact ~~Company~~on ~~considers~~taxable aincome ~~history~~ of ~~restaurant~~temporary ~~operating~~differences ~~losses~~resulting tofrom bedifferent ~~its~~treatment ~~primary indicator~~ of ~~potential~~items ~~impairment~~ for ~~individual~~tax ~~restaurant~~and ~~locations.~~financial ~~The~~reporting ~~Company~~purposes. ~~tests~~Deferred ~~the~~tax ~~recoverability~~assets ofand ~~its~~liabilities ~~long-lived~~are ~~assets~~recognized ~~with~~for ~~finite~~the ~~useful~~future ~~lives~~tax ~~whenever~~consequences ~~events~~attributable orto ~~changes~~differences inbetween ~~circumstances~~the ~~indicate~~financial ~~that~~statement ~~the~~ carrying ~~value~~amounts of ~~the~~existing ~~asset~~assets ~~may~~and ~~not~~liabilities beand ~~recoverable.~~their ~~The~~respective ~~Company~~tax ~~tests~~bases ~~for~~and ~~recoverability~~any ~~based~~operating onloss ~~the~~or ~~projected~~tax ~~undiscounted~~credit ~~cash~~carryforwards. ~~flows~~Deferred totax beassets ~~derived~~and ~~from~~liabilities ~~such~~are ~~assets.~~measured Ifusing ~~the~~enacted ~~projected~~tax ~~undiscounted~~rates ~~future~~expected ~~cash~~to ~~flows~~apply ~~are~~to ~~less~~taxable ~~than~~income in the ~~carrying~~year ~~value~~in ofwhich ~~the~~those ~~assets,~~temporary ~~the~~differences ~~Company~~are ~~will~~expected ~~record~~to anbe ~~impairment~~recovered ~~loss,~~or ifsettled. ~~any,~~The ~~based~~ultimate onrealization ~~the~~of ~~difference~~deferred ~~between~~tax ~~the~~assets ~~estimated~~is ~~fair~~dependent ~~value~~upon ~~and~~ the ~~carrying~~generation ~~value~~ of ~~the~~future ~~assets.~~taxable ~~The~~income ~~Company~~in ~~generally~~those ~~measures~~periods ~~fair~~in ~~value~~which bytemporary ~~considering~~differences ~~discounted~~become ~~estimated future cash flows from such assets~~deductible. ~~Key~~Should ~~inputs~~management to determine ~~estimated~~that ~~future~~it ~~cash~~is ~~flows~~more ~~include~~likely ~~forecasted~~than ~~Company-owned~~not ~~restaurant~~that ~~sales~~some ~~and~~portion aof ~~discount~~the ~~rate.~~deferred Wetax ~~use~~assets awill ~~weighted~~not ~~average~~be ~~cost~~realized, ofa ~~capital~~valuation ~~discount~~allowance ~~rate~~against tothe ~~calculate~~deferred ~~future~~tax ~~cash flows. No long-lived~~ assets ~~were~~would ~~deemed~~be ~~impaired~~established ~~during~~in the ~~fiscal~~period ~~years~~such ~~ended~~determination ~~March~~was ~~31,~~made. ~~2024~~We ~~and~~believe ~~March~~that ~~26,~~the ~~2023.~~judgments ~~Cash flow projections~~ and ~~fair value~~ estimates ~~require~~made ~~significant~~are ~~estimates and assumptions by management~~reasonable. ~~Should~~However, ~~the~~if ~~estimates~~actual ~~and~~results ~~assumptions~~differ ~~prove~~from toestimated beamounts ~~incorrect~~recorded, ~~the~~such ~~Company~~differences ~~may~~will beimpact ~~required~~the toincome ~~record~~tax ~~impairment~~provision ~~charges~~ in ~~future~~the ~~periods~~period ~~and~~in ~~such~~which ~~impairments~~the ~~could~~determination beis ~~material~~made.

~~Impairment~~Uncertain ~~Intangible~~Tax ~~Asset~~Positions

The Company’s ~~intangible~~has ~~asset~~recorded ~~consists~~liabilities for underpayment of ~~the~~income ~~trademarks,~~taxes and related interest and penalties for uncertain tax positions based on the ~~trade~~determination ~~name~~of ~~and~~whether ~~other~~tax ~~intellectual~~benefits ~~property~~claimed or expected to be claimed on a tax return should be recorded in ~~connection~~the ~~with~~consolidated financial statements. The Company may recognize the ~~Arthur~~tax ~~Treacher~~benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Nathan’s ~~Fish~~recognizes &accrued ~~Chips~~interest ~~brand~~and penalties associated with unrecognized tax benefits as part of the income tax provision.

~~The~~New ~~Company~~Accounting ~~determined~~Standards ~~its~~Not ~~intangible~~Yet ~~asset~~Adopted to have a finite useful life based on the expected future use of this intangible asset. Based upon the review of its Arthur Treacher’s Fish & Chips co-branding agreements, the Company determined that the remaining useful lives of these agreements is four years concluding in fiscal 2028 and the intangible asset is subject to annual amortization. The Company’s definite-lived intangible asset is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company tested for recoverability of its definite-lived intangible asset based on the projected undiscounted cash flows to be derived from such co-branding agreements. Assumptions used to determine projected undiscounted cash flows include future trends and projected sales. Based on the quantitative test performed, the Company determined that the definite-lived intangible asset was recoverable and no impairment charge was recorded for the fiscal years ended March 31, 2024 and March 26, 2023. Cash flow and sales projections require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record an impairment charge in future periods and such impairment could be material.

~~Current~~See ~~Expected~~Note ~~Credit~~B ~~Losses~~item ~~(“CECL”)~~24 to the consolidated financial statements included in Part IV, Item 15 of this Form 10-K for a summary of new accounting standards applicable to us.

~~The~~Results ~~CECL reserve methodology requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime~~ of ~~the~~Operations ~~instrument. Under CECL, reserves may be established against financial asset balances even if the risk of loss is remote.~~

~~The~~Fiscal ~~Company~~year ~~calculates~~ended anMarch allowance for credit losses by pooling financial assets based on similar risk characteristics and delinquency status under an aging method at the measurement date. The risk characteristics the Company generally reviews when analyzing its trade accounts receivable pools include the type of receivable (for example30, ~~franchise~~2025 ~~receivable,~~compared ~~license~~to ~~receivable,~~fiscal ~~Branded~~year ~~Product~~ended ~~Program~~March ~~receivable)~~31, payment terms, the Company’s previous loss history, current and future economic conditions and the length of time accounts receivables are past due. For those trade accounts receivable that no longer share similar risk characteristics with its pool and potential loss is evident, a specific reserve is recorded.2024

~~Reserves~~Revenues can be subject to a degree of judgment and can be subject to macroeconomic factors, including inflation and forecasts of future economic conditions. A change in these factors could have a material impact on the allowance for credit losses.

41Total revenues increased by approximately 7% to $148,182,000 for the fifty-two weeks ended March 30, 2025 (“fiscal 2025”) as compared to $138,610,000 for the fifty-three weeks ended March 31, 2024 (“fiscal 2024”).

~~Income Taxes~~ 42

~~The~~Foodservice ~~Company’s~~sales ~~current~~from ~~provision~~the ~~for~~Branded ~~income~~Product ~~taxes~~Program isincreased ~~based~~by ~~upon~~approximately ~~its~~6% ~~estimated~~to ~~taxable income in each of the jurisdictions in which it operates~~$91,828,000 ~~after~~for ~~considering~~ the ~~impact~~fiscal on2025 ~~taxable~~period ~~income~~as ofcompared ~~temporary~~to ~~differences~~$86,489,000 ~~resulting from different treatment of items~~ for ~~tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for~~ the ~~future~~fiscal ~~tax~~2024 consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwardsperiod. ~~Deferred~~We ~~tax~~estimate ~~assets~~that ~~and liabilities are measured using enacted tax rates expected to apply to taxable income in~~ the ~~year~~additional inweek ~~which those temporary differences are expected to be recovered or settled. The ultimate realization~~ of ~~deferred~~operations ~~tax~~during ~~assets~~fiscal is2024 ~~dependent~~represented ~~upon~~approximately ~~the~~$1,202,000 ~~generation~~ of ~~future~~additional ~~taxable~~Branded ~~income~~Product inProgram ~~those periods in which temporary differences become deductible~~sales. ~~Should~~During ~~management determine that it is more likely than not that some portion of~~ the ~~deferred~~fiscal ~~tax~~2025 ~~assets will not be realized~~period, ~~a valuation allowance against~~ the ~~deferred~~total ~~tax~~volume ~~assets~~of ~~would~~hot bedogs ~~established~~sold in the ~~period~~Branded ~~such~~Product ~~determination~~Program ~~was~~increased ~~made~~by approximately 1.2% Weas ~~believe~~compared ~~that~~to the ~~judgments~~fiscal ~~and~~2024 ~~estimates made are reasonable~~period. ~~However,~~Our ifaverage ~~actual~~selling ~~results~~prices ~~differ~~increased ~~from~~by ~~estimated~~approximately ~~amounts~~5% ~~recorded,~~as ~~such~~compared ~~differences~~to ~~will impact~~ the ~~income~~fiscal ~~tax~~2024 ~~provision in the~~ period ~~in which the determination is made~~.

~~Uncertain~~Total ~~Tax~~Company-owned ~~Positions~~restaurant sales increased by approximately 5% to $12,714,000 during the fiscal 2025 period as compared to $12,103,000 during the fiscal 2024 period. We estimate that the additional week of operations during fiscal 2024 represented approximately $120,000 of additional sales. Restaurant sales were primarily impacted by higher sales at our Coney Island locations due to an increase in our average check.

~~The~~License ~~Company~~royalties ~~has~~increased ~~recorded~~by ~~liabilities~~approximately ~~for~~11% ~~underpayment~~to of$37,418,000 ~~income~~in ~~taxes~~the ~~and~~fiscal ~~related~~2025 ~~interest~~period ~~and~~as ~~penalties~~compared ~~for~~to ~~uncertain~~$33,581,000 ~~tax~~in ~~positions~~the ~~based~~fiscal on2024 period. We do not believe that the ~~determination~~additional week of ~~whether~~operations ~~tax~~during ~~benefits~~fiscal ~~claimed~~2024 orhad ~~expected~~a significant impact on license royalties as our licensees continued to bereport ~~claimed~~based upon their fiscal reporting periods. Total royalties earned on asales ~~tax~~of ~~return~~hot ~~should~~dogs befrom ~~recorded~~our inlicense ~~the~~agreement ~~consolidated~~with ~~financial~~Smithfield ~~statements~~Foods, Inc. ~~The~~at ~~Company~~retail ~~may~~and ~~recognize~~foodservice, increased to $33,589,000 for the ~~tax~~fiscal ~~benefit~~2025 ~~from~~period anas ~~uncertain~~compared ~~tax~~to ~~position~~$30,068,000 ~~only~~for ifthe itfiscal 2024 period. The increase is ~~more~~due ~~likely~~to ~~than~~an ~~not~~11% ~~that~~increase ~~the~~in ~~tax~~retail ~~position~~volume. ~~will~~The benet ~~sustained~~selling onprice ~~examination~~at byretail ~~the~~was ~~taxing~~comparable ~~authorities~~year ~~based~~over onyear. ~~the~~The ~~technical~~foodservice ~~merits~~business earned higher royalties of $109,000 as compared to the ~~position~~fiscal 2024 period. ~~The~~Royalties ~~tax~~earned ~~benefits~~from ~~recognized~~all inother licensing agreements for the ~~consolidated~~manufacture ~~financial~~and ~~statements~~sale ~~from~~of ~~such~~Nathan’s ~~position~~products ~~should~~increased beby ~~measured~~$316,000 ~~based~~during onthe fiscal 2025 period as compared to the ~~largest~~fiscal ~~benefit~~2024 ~~that~~period ~~has~~primarily adue ~~greater~~to ~~than~~higher ~~fifty~~royalties ~~percent~~earned ~~likelihood~~on sales of ~~being~~French ~~realized~~fries, ~~upon~~onion ~~ultimate~~rings, ~~settlement.~~proprietary ~~Nathan’s~~spices, ~~recognizes~~franks-in-a-blanket, ~~accrued~~mozzarella ~~interest~~sticks and ~~penalties~~bottled ~~associated~~mustard ~~with~~offset, ~~unrecognized~~in ~~tax~~part, ~~benefits~~by aslower ~~part~~royalties ofearned ~~the~~on ~~income~~sales ~~tax~~of ~~provision~~pickles.

~~New~~Franchise ~~Accounting~~fees ~~Standards~~and ~~Not~~royalties ~~Yet~~decreased ~~Adopted~~by $208,000 to $4,148,000 in the fiscal 2025 period as compared to $4,356,000 in the fiscal 2024 period. Total royalties were $3,767,000 in the fiscal 2025 period as compared to $3,886,000 in the fiscal 2024 period. Royalties earned under the Branded Menu Program were $744,000 in the fiscal 2025 and 2024 periods. Royalties earned under the Branded Menu Program are not based upon a percentage of restaurant sales but are based upon product purchases. Virtual kitchen royalties were $61,000 in the fiscal 2025 period as compared to $81,000 in the fiscal 2024 period. Traditional franchise royalties were $2,962,000 in the fiscal 2025 period as compared to $3,061,000 in the fiscal 2024 period. Franchise restaurant sales declined to $66,905,000 in the fiscal 2025 period as compared to $68,417,000 in the fiscal 2024 period. We estimate that the additional week of operations during fiscal 2024 resulted in $1,215,000 of additional franchise restaurant sales or royalties of approximately $60,000. Comparable domestic franchise sales (consisting of 58 Nathan’s locations, excluding sales under the Branded Menu Program) were $51,250,000 during the fiscal 2025 period as compared to $53,108,000 during the fiscal 2024 period.

~~See~~At ~~Note~~March B30, ~~item~~2025, 23230 franchised locations, including domestic, international and Branded Menu Program units were operating. Total franchise fee income was $381,000 in the fiscal 2025 period as compared to $470,000 in the ~~consolidated~~fiscal ~~financial~~2024 ~~statements~~period. ~~included~~Domestic franchise fee income was $108,000 in ~~Part~~the IVfiscal 2025 period as compared to $106,000 ~~Item~~in 15the offiscal ~~this~~2024 ~~Form~~period. ~~10-K~~International ~~for~~franchise afee ~~summary~~income ofwas ~~new~~$237,000 ~~accounting~~in ~~standards~~the ~~applicable~~fiscal 2025 period as compared to us$241,000 in the fiscal 2024 period. We recognized $36,000 and $123,000 of forfeited fees in the fiscal 2025 and fiscal 2024 periods, respectively. During the fiscal 2025 period, 25 franchise locations opened and 25 franchised locations closed. During the fiscal 2024 period, 17 franchised locations opened and 19 franchised locations closed.

~~Results~~Advertising offund ~~Operations~~revenue, after eliminating Company contributions, was $2,074,000 in the fiscal 2025 period as compared to $2,081,000 during the fiscal 2024 period.

~~Fiscal~~Costs ~~year~~and ~~ended~~Expenses ~~March 31, 2024 compared to fiscal year ended March 26, 2023~~

~~Revenues~~Overall, our cost of sales increased by approximately 8% to $89,707,000 in the fiscal 2025 period as compared to $83,182,000 in the fiscal 2024 period. Our gross profit (calculated as total Branded Product sales plus total Company-owned restaurants sales less cost of sales) was $14,835,000 or 14% of sales during the fiscal 2025 period as compared to $15,410,000 or 16% of sales during the fiscal 2024 period.

Total revenues increased by approximately 6% to $138,610,000 for the fifty-three weeks ended March 31, 2024 (“fiscal 2024”) as compared to $130,785,000 for the fifty-two weeks ended March 26, 2023 (“fiscal 2023”). 43

~~Foodservice~~Cost of sales ~~from~~in the Branded Product Program ~~were~~increased by 9% to $8682,~~489~~462,000 ~~for~~during the fiscal ~~2024~~2025 period as compared to $7875,~~884~~966,000 ~~for~~in the fiscal ~~2023~~2024 period, primarily due to the 1.2% Weincrease ~~estimate~~in ~~that~~the volume of hot dogs sold, as well as a 7% increase in the ~~additional~~average ~~week~~cost per pound of ~~operations~~our hot dogs. A shrinking supply of cattle, combined with industry demand and inflationary pressures have resulted in higher commodity prices, including beef and beef trimmings, contributing to the increase in the average cost per pound of our hot dogs. We did not make any purchase commitments for beef during the fiscal 2025 and 2024 ~~represented~~periods. ~~approximately~~If the cost of beef and beef trimmings increases and we are unable to pass on these higher costs through price increases or otherwise reduce any increase in our costs through the use of purchase commitments, our margins will be adversely impacted. With respect to Company-owned restaurants, our cost of sales during the fiscal 2025 period was $17,~~202~~245,000 or 57% of ~~additional~~restaurant ~~Branded~~sales, ~~Product~~as ~~Program~~compared to $7,216,000 or 60% of restaurant sales. ~~During~~in the fiscal 2024 period,. ~~the~~Food ~~total~~and ~~volume~~paper costs as a percentage of ~~hot~~Company-owned ~~dogs~~restaurant ~~sold~~sales were 25%, down from 28% in the ~~Branded~~fiscal ~~Product~~2024 ~~Program~~period ~~increased~~driven, in part, by ~~approximately~~price 2%increases across most menu offerings. Labor and related expenses as ~~compared~~a percentage of Company-owned restaurant sales were 32%, which was comparable to the fiscal ~~2023~~2024 period. ~~Our~~Higher ~~average~~wage ~~selling~~rates ~~prices~~during ~~increased~~fiscal by2025 ~~approximately~~as 7%a asresult ~~compared~~of tolegislative increases in the ~~fiscal~~New ~~2023~~York ~~period~~State minimum wage were offset by price increases across most menu offerings.

~~Total~~Restaurant ~~Company-owned~~operating ~~restaurant~~expenses ~~sales~~increased ~~decreased~~ by ~~approximately~~ $58202,000 to $124,~~103~~379,000 ~~during~~in the fiscal ~~2024~~2025 period as compared to $124,~~161~~177,000 ~~during~~in the fiscal ~~2023~~2024 period. ~~Restaurant~~The ~~sales~~increase ~~were~~is ~~impacted~~due byprimarily ~~reduced~~to ~~traffic~~higher ~~due~~occupancy ~~primarily~~expenses toof ~~unfavorable~~$203,000, ~~summer~~higher ~~weather~~repairs ~~conditions~~and maintenance expenses of $41,000, and higher insurance costs of $31,000 which were offset, in part, by lower delivery charges of $62,000.

42Depreciation and amortization, which primarily consists of the depreciation of fixed assets, including leasehold improvements and equipment, and the amortization of a definite-lived intangible asset, was $957,000 in the fiscal 2025 period as compared to $1,135,000 in the fiscal 2024 period.

~~License~~General ~~royalties~~and ~~increased~~administrative byexpenses ~~approximately~~decreased by $~~126~~1,082,000 to $3314,~~581~~530,000 in the fiscal ~~2024~~2025 period as compared to $3315,~~455~~612,000 in the fiscal ~~2023~~2024 period. WeThe doreduction ~~not~~in ~~believe~~general ~~that~~and ~~the~~administrative ~~additional~~expenses ~~week~~was ofprimarily ~~operations~~attributable ~~had a significant impact on license royalties as our licensees continued~~ to ~~report~~higher share-based ~~upon~~compensation ~~their~~expense ~~fiscal reporting periods. Total royalties earned on sales~~ of ~~hot dogs from our license agreement with Smithfield Foods~~$259, ~~Inc. at retail~~ 000, and ~~foodservice,~~a ~~increased~~higher toprovision ~~$30,068,000~~ for ~~the~~credit ~~fiscal~~losses ~~2024~~of ~~period as compared to~~ $29119,~~998,~~000 ~~for the fiscal 2023 period. The increase is due to a 3% increase in average net selling price~~ which ~~was~~were offset, ~~in part,~~ by alower 3%professional ~~decrease~~fees ~~in retail volume. The foodservice business earned higher royalties~~ of $~~301~~291,000 asand ~~compared~~a tocash ~~the~~bonus ~~fiscal~~payout ~~2023 period. Royalties earned from all other licensing agreements for the manufacture and sale~~ of ~~Nathan’s products increased by~~ $561,000,000 ~~during the fiscal 2024 period as compared~~ to the ~~fiscal~~Company’s ~~2023~~Executive ~~period~~Chairman ~~primarily due to higher royalties earned on sales~~ of ~~French fries, onion rings, and proprietary spices offset, in part, by lower royalties on~~ the ~~sales~~Board ~~of franks-~~in~~-a-blanket,~~ ~~mozzarella~~fiscal ~~sticks and other hors d’oeuvres~~2024.

~~Franchise~~Advertising ~~fees~~fund ~~and royalties increased by $64~~expense,~~000~~ toafter ~~$4,356,000~~eliminating inCompany ~~the fiscal 2024 period as compared to $4~~contributions,~~292,000~~ inwas ~~the fiscal 2023 period. Total royalties were~~ $3,886,000 in the fiscal 2024 period as compared to $3,636,000 in the fiscal 2023 period. Royalties earned under the Branded Menu Program were $744,000 in the fiscal 2024 period as compared to $630,000 in the fiscal 2023 period. Royalties earned under the Branded Menu Program are not based upon a percentage of restaurant sales but are based upon product purchases. Virtual kitchen royalties were $81,000 in the fiscal 2024 period as compared to $149,000 in the fiscal 2023 period. Traditional franchise royalties were $3,061,000 in the fiscal 2024 period as compared to $2,~~857~~112,000 in the fiscal ~~2023~~2025 period. ~~Franchise restaurant sales increased to $68,417,000 in the fiscal 2024 period~~ as compared to $631,~~739~~998,000 in the fiscal ~~2023 period primarily due to higher sales at airport locations, movie theaters and shopping malls. We estimate that the additional week of operations during fiscal~~ 2024 resulted in $1,215,000 of additional franchise restaurant sales or royalties of approximately $60,000. Comparable domestic franchise sales (consisting of 59 Nathan’s locations, excluding sales under the Branded Menu Program and excluding the impact of the additional week of operations) were $54,031,000 during the fiscal 2024 period ~~as compared to $51,607,000 during the fiscal 2023 period~~.

AtOther ~~March~~Items 31, 2024, 230 franchised locations, including domestic, international and Branded Menu Program units were operating as compared to 232 franchised locations, including domestic, international and Branded Menu Program units at March 26, 2023. Total franchise fee income was $470,000 in the fiscal 2024 period as compared to $656,000 in the fiscal 2023 period. Domestic franchise fee income was $106,000 in the fiscal 2024 period as compared to $110,000 in the fiscal 2023 period. International franchise fee income was $241,000 in the fiscal 2024 period as compared to $280,000 in the fiscal 2023 period. We recognized $123,000 and $266,000 of forfeited fees in the fiscal 2024 and fiscal 2023 periods, respectively. During the fiscal 2024 period, 17 franchised locations opened and 19 franchised locations closed. During the fiscal 2023 period, 11 franchise locations opened and 18 franchised locations closed.

~~Advertising~~Interest ~~fund~~expense ~~revenue~~of $4,106,000 ~~after~~in ~~eliminating~~the ~~Company~~fiscal ~~contributions~~2025 period represented interest expense of $1,449,000 ~~was~~and $2,~~081~~504,000 inon the ~~fiscal~~2025 ~~2024~~Notes ~~period~~and the Term Loan borrowings under the Credit Agreement, respectively, and amortization of debt issuance costs of $1104,~~993~~000 and $49,000 ~~during~~on the ~~fiscal~~2025 ~~2023~~Notes ~~period~~and the Term Loan borrowings, respectively.

~~Costs~~Interest expense of $5,355,000 in the fiscal 2024 period represented interest expense of $5,010,000 on the 2025 Notes and ~~Expenses~~amortization of debt issuance costs of $345,000.

~~Overall,~~The ~~our~~reduction ~~cost~~in ofinterest ~~sales~~expense ~~increased~~of ~~by approximately 11% to~~ $831,~~182~~249,000 inis ~~the~~due ~~fiscal~~primarily ~~2024 period as compared~~ to ~~$75,172,000~~lower inoutstanding ~~the fiscal 2023 period. Our gross profit (calculated as total Branded Product sales plus total Company~~long-~~owned~~term ~~restaurants~~debt ~~sales~~and ~~less~~a ~~cost~~lower ofinterest ~~sales)~~rate ~~was~~associated ~~$15,410,000~~with ~~during~~our ~~the~~Credit ~~fiscal 2024 period as compared to $15,873,000 during the fiscal 2023 period~~Agreement.

43During fiscal 2025, the Company refinanced and redeemed the 2025 Notes. In connection with the refinancing, the Company recorded a loss on extinguishment of debt of $334,000 that reflected the write-off of the remainder of the debt issuance costs on the 2025 Notes.

~~Cost~~Additionally, ~~of sales in~~ the ~~Branded~~Company ~~Product~~made ~~Program~~a ~~increased~~voluntary byprincipal ~~approximately~~prepayment ~~12%~~of to $758,~~966,~~000 ~~during the fiscal 2024 period as compared to $67~~,~~646,~~000 ~~in the fiscal 2023 period, primarily due to the 2% increase in the volume~~ of ~~hot~~its ~~dogs~~Term ~~sold~~Loan asborrowings ~~discussed~~under ~~above, as well as a 10% increase in~~ the ~~average~~Credit ~~cost~~Agreement ~~per pound of our hot dogs. A shrinking supply of cattle, combined with drought conditions~~ and ~~inflationary~~recorded ~~pressures~~a ~~have~~loss resulted in higher commodity prices, including beef and beef trimmings, driving the increase in the average cost per pound of our hot dogs. We did not make any purchase commitments for beef during the fiscal 2024 period or the fiscal 2023 period. If the cost of beef and beef trimmings increases and we are unable to pass on ~~these~~debt ~~higher~~extinguishment ~~costs through price increases or otherwise reduce any increase in our costs through the use~~ of ~~purchase commitments, our margins will be adversely impacted. With respect to Company-owned restaurants, our cost of sales during the fiscal 2024 period was~~ $755,~~216,~~000 orrelated ~~60% of restaurant sales, as compared~~ to ~~$7,526,000 or 62% of restaurant sales in~~ the ~~fiscal 2023 period. Food and paper costs as a percentage of Company~~write-~~owned~~off ~~restaurant sales were 28%, down from 29% in the comparable period~~ of ~~the prior year. Labor and related expenses as~~ a ~~percentage~~portion of ~~Company-owned~~previously ~~restaurant~~recorded ~~sales~~debt ~~were~~issuance ~~32%,~~costs ~~down~~on ~~from 33% in~~ the ~~comparable~~Term ~~period~~Loan ~~in the prior year due to tighter management and staffing stabilization~~borrowings.

~~Restaurant~~During ~~operating~~fiscal ~~expenses~~2024, ~~increased~~the byCompany ~~$193,000~~completed tothe $4partial redemption,~~177,000~~ in the ~~fiscal~~principal ~~2024~~amount ~~period~~of ~~as compared to~~ $320,~~984~~000,000 inof the ~~fiscal~~2025 ~~2023 period~~Notes. ~~The~~In ~~increase~~connection iswith ~~due~~this ~~primarily~~transaction, tothe ~~higher~~Company ~~occupancy~~recorded ~~expenses~~a ofloss ~~$85,000,~~on ~~higher~~extinguishment ~~insurance~~of ~~costs~~debt of $35169,000, ~~and~~that ~~higher~~reflected ~~credit~~the ~~card~~write-off ~~bank~~of ~~fees~~a portion of ~~$73,000~~previously recorded debt issuance costs. See NOTE J – LONG-TERM DEBT in the accompanying consolidated financial statements for further information.

Depreciation and amortization, which primarily consists of the depreciation of fixed assets, including leasehold improvements and equipment, was $1,135,000 in the fiscal 2024 period and the fiscal 2023 period.44

~~General~~Interest and ~~administrative~~dividend ~~expenses~~income ~~increased~~of by $1672,~~551,~~000 ~~to $15,612,000~~ in the fiscal ~~2024~~2025 period asrepresented ~~compared~~amounts toearned ~~$14,061,000~~by in the ~~fiscal~~Company ~~2023~~on ~~period.~~its ~~The~~interest ~~increase~~bearing inbank ~~general~~ and ~~administrative~~money ~~expenses~~market ~~was~~accounts ~~primarily~~and ~~attributable~~money tomarket afunds ~~discretionary~~as ~~bonus~~compared ~~payment~~to of $~~500~~383,000 toin ~~our current Chairman of~~ the ~~Board,~~fiscal an2024 ~~incentive~~period. ~~compensation~~The ~~accrual~~increase ofis ~~$500,000,~~due to higher ~~share-based~~levels ~~compensation expense~~ of ~~$475,000,~~invested ~~higher~~cash ~~professional~~earning ~~fees~~interest ofat ~~$251,000, and~~ higher ~~travel~~rates ~~expenses~~in ofthe ~~$48,000~~fiscal ~~which~~2025 ~~were~~period ~~offset,~~as incompared ~~part,~~to bythe ~~lower~~fiscal ~~bad~~2024 ~~debt expense of $300,000~~period.

~~Advertising~~Other ~~fund expense~~income, ~~after~~net ~~eliminating Company contributions,~~ was $187,~~998,~~000 in the fiscal ~~2024~~2025 period, which primarily relates to sublease income from a franchised restaurant as compared to $186,~~988,~~000 in the fiscal ~~2023~~2024 period.

~~Other~~Provision ~~Items~~for Income Taxes

~~Interest~~The effective income tax rate for the fiscal 2025 period was 26.7% compared to 28.5% for the fiscal 2024 period. The effective income tax rate for the fiscal 2025 period reflected income tax expense of $58,~~355~~735,000 inrecorded on $32,761,000 of pre-tax income. The effective income tax rate for the fiscal 2024 period ~~represented~~reflected ~~interest~~income tax expense of $57,~~010~~835,000 recorded on $27,451,000 of pre-tax income. The effective tax rates are higher than the ~~2025~~U.S. ~~Notes~~Federal ~~and~~statutory ~~amortization~~rates ofprimarily ~~debt~~due ~~issuance~~to ~~costs~~state ofand ~~$345~~local taxes,~~000~~ as well as non-deductible executive compensation under the Internal Revenue Code Section 162(m).

~~Interest~~The ~~expense~~American Rescue Plan Act of $72021 (“ARPA”),~~742~~ among other things,~~000~~ inincludes provisions to expand the ~~fiscal~~IRC ~~2023~~Section ~~period~~162(m) ~~represented~~disallowance ~~interest~~for ~~expense~~deduction of $7certain compensation paid by publicly held corporations. Effective for tax years starting after December 31,~~234~~ 2026 (March 29,~~000~~ on2027 for the ~~2025~~Company), ~~Notes~~ARPA ~~and~~expands ~~amortization~~the oflimitations ~~debt~~to ~~issuance~~cover ~~costs~~the ofnext ~~$508,000~~five most highly compensated employees. We continue to evaluate the potential impact ARPA may have on our operations and consolidated financial statements in future periods.

The ~~reduction in interest expense of $2,387,000 is due to the reduction in the outstanding principal~~ amount of ~~the~~unrecognized ~~Company’s~~tax ~~2025~~benefits ~~Notes~~at asMarch ~~a result of the partial redemptions of $~~30,~~000,000~~ ~~principal amount of its~~ 2025 ~~Notes~~was ~~completed in March 2023 and~~ $20532,000~~,000~~ ~~principal~~all ~~amount~~ of ~~its~~which ~~2025~~would ~~Notes~~impact ~~completed~~Nathan’s ineffective ~~December~~tax ~~2023. In connection with the partial redemptions~~rate, ~~the~~if ~~Company~~recognized. ~~recorded~~As ~~a loss on early extinguishment~~ of ~~debt~~March of30, ~~$169~~2025,~~000~~ ~~and~~Nathan’s had $~~357~~395,000 inaccrued ~~the~~interest ~~fiscal 2024 period~~ and ~~the~~penalties ~~fiscal~~in ~~2023~~connection ~~period,~~with ~~respectively,~~unrecognized ~~that~~tax ~~reflected the write-off of a portion of previously recorded debt issuance costs~~benefits.

~~Interest~~Nathan’s ~~income~~estimates ofthat its unrecognized tax benefit excluding accrued interest and penalties could be further reduced by up to $~~383~~55,000 ~~for~~during the fiscal ~~2024~~year ~~period~~ending ~~represented~~March ~~amounts~~29, ~~earned~~2026, bydue ~~the~~primarily ~~Company~~to onthe ~~its~~lapse ~~certificates~~ of ~~deposit,~~statutes asof ~~well~~limitations aswhich ~~interest~~would ~~bearing~~favorably ~~bank~~impact ~~and~~the ~~money~~Company’s ~~market~~effective ~~accounts~~tax rate, asalthough ~~compared~~no toassurances ~~$440,000~~can inbe ~~the~~given ~~fiscal~~in ~~2023~~this ~~period~~regard.

~~Other~~Reconciliation income, net was $86,000 in the fiscal 2024 period, which primarily relates to sublease income from a franchised restaurant. Other income, net was $18,000 in the fiscal 2023 period, which primarily relates to sublease income from a franchised restaurant, offset by a net loss on disposal of ~~assets~~GAAP ~~for~~and ~~capitalized~~Non-GAAP ~~software no longer in use of $87,000.~~ Measures

44In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP"), the Company has provided EBITDA, a non-GAAP financial measure, which is defined as net income excluding (i) interest expense; (ii) provision for income taxes and (iii) depreciation and amortization expense. The Company has also provided Adjusted EBITDA, a non-GAAP financial measure, which is defined as EBITDA, excluding (i) loss on debt extinguishment; and (ii) share-based compensation that the Company believes will impact the comparability of its results of operations.

~~Provision~~The ~~for~~Company ~~Income~~believes ~~Taxes~~that EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, are useful to investors to assist in assessing and understanding the Company's operating performance and underlying trends in the Company's business because EBITDA and Adjusted EBITDA are (i) among the measures used by management in evaluating performance and (ii) are frequently used by securities analysts, investors and other interested parties as a common performance measure.

~~The~~EBITDA ~~effective~~and ~~income~~Adjusted ~~tax~~EBITDA ~~rate~~are ~~for~~not ~~the~~recognized ~~fiscal~~terms ~~2024~~under ~~period~~US ~~was~~GAAP ~~28.5%~~and ~~compared~~should tonot ~~26.8%~~be ~~for~~viewed ~~the~~as ~~fiscal~~alternatives ~~2023~~to ~~period.~~net ~~The effective~~ income ~~tax~~or ~~rate~~other ~~for~~measures ~~the~~of ~~fiscal~~financial ~~2024~~performance ~~period~~or ~~reflected~~liquidity ~~income~~in ~~tax~~conformity ~~expense~~with ofUS $7GAAP. Additionally,~~835,000~~ ~~recorded~~our ondefinitions ~~$27,451,000~~ of ~~pre-tax~~EBITDA ~~income.~~and ~~The~~Adjusted ~~effective~~EBITDA ~~income~~may ~~tax~~differ ~~rate~~from ~~for~~other ~~the~~companies. ~~fiscal~~Analysis ~~2023 period reflected income tax expense~~ of ~~$7,181,000~~results ~~recorded~~and outlook on ~~$26,804,000~~a ~~of pre~~non-~~tax~~US ~~income.~~GAAP ~~The~~basis ~~effective~~should ~~tax~~be ~~rates~~used ~~are~~as ~~higher~~a ~~than~~complement ~~the statutory rates primarily due~~ to, ~~state~~ and ~~local~~in ~~taxes~~conjunction with, asdata ~~well~~presented asin ~~non-deductible~~accordance ~~executive~~with ~~compensation~~US ~~under the Internal Revenue Code Section 162(m)~~GAAP.

The amount of unrecognized tax benefits at March 31, 2024 was $465,000 all of which would impact Nathan’s effective tax rate, if recognized. As of March 31, 2024, Nathan’s had $345,000 of accrued interest and penalties in connection with unrecognized tax benefits.

	Fiscal Year
(In thousands)	2025		2024

Net income	$	24,026	$	19,616
Interest expense		4,106		5,355
Provision for income taxes		8,735		7,835
Depreciation and amortization		957		1,135
EBITDA		37,824		33,941

Loss on debt extinguishment		389		169
Share-based compensation		993		733
ADJUSTED EBITDA	$	39,206	$	34,843

Nathan’s estimates that its unrecognized tax benefit excluding accrued interest and penalties could be further reduced by up to $46,000 during the fiscal year ending March 30, 2025, due primarily to the lapse of statutes of limitations which would favorably impact the Company’s effective tax rate, although no assurances can be given in this regard.45

~~Reconciliation~~Liquidity ~~of GAAP~~ and ~~Non-GAAP~~Capital ~~Measures~~Resources

InSources addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP"), the Company has provided EBITDA, a non-GAAP financial measure, which is defined as net income excluding (i) interest expense; (ii) provision for income taxes and ~~(iii)~~uses ~~depreciation and amortization expense. The Company has also provided Adjusted EBITDA, a non-GAAP financial measure, which is defined as EBITDA, excluding (i) the loss on disposal~~ of ~~property and equipment; (ii) loss on debt extinguishment; and (iii) share-based compensation that the Company believes will impact the comparability of its results of operations.~~cash

~~The~~Cash ~~Company~~and ~~believes~~cash ~~that~~equivalents ~~EBITDA~~at ~~and~~March ~~Adjusted EBITDA~~30, ~~which~~2025 ~~are~~aggregated ~~non-GAAP~~$27,802,000, ~~financial~~a ~~measures~~$6,775,000 ~~are~~increase ~~useful~~during ~~to investors to assist in assessing and understanding~~ the ~~Company's~~fiscal ~~operating~~2025 ~~performance~~period ~~and~~as ~~underlying~~compared ~~trends~~to incash ~~the Company's business because EBITDA~~ and ~~Adjusted~~cash ~~EBITDA~~equivalents ~~are~~of ~~(i)~~$21,027,000 ~~among~~at ~~the~~March ~~measures~~31, ~~used~~2024. byNet ~~management~~working incapital ~~evaluating~~increased ~~performance~~to ~~and~~$28,371,000 ~~(ii)~~at ~~are~~March ~~frequently used by securities analysts~~30, ~~investors~~2025 ~~and~~as ~~other~~compared ~~interested~~to ~~parties~~$23,203,000 asat aMarch ~~common~~31, ~~performance measure~~2024.

~~EBITDA~~Our ~~and~~primary ~~Adjusted~~sources ~~EBITDA are not recognized terms under US GAAP and should not be viewed as alternatives to net income or other measures~~ of ~~financial performance or~~ liquidity inare ~~conformity~~cash ~~with~~flows USfrom ~~GAAP~~operations. ~~Additionally,~~Our ~~our~~primary ~~definitions~~cash ofrequirements ~~EBITDA~~are ~~and~~to ~~Adjusted~~fund ~~EBITDA~~our ~~may~~quarterly ~~differ~~dividends, ~~from~~to ~~other~~satisfy ~~companies.~~the ~~Analysis~~debt ofservice ~~results~~under ~~and~~our ~~outlook~~credit ~~on a non-US GAAP basis should be used as a complement to~~facility, ~~and~~capital ~~in conjunction with~~expenditures, ~~data~~working ~~presented~~capital inand ~~accordance~~general ~~with~~corporate ~~US GAAP~~needs.

	Fiscal Year
(In thousands)	2024		2023
Net income	$	19,616	$	19,623
Interest expense		5,355		7,742
Provision for income taxes		7,835		7,181
Depreciation and amortization		1,135		1,135
EBITDA		33,941		35,681
Loss on disposal of property and equipment		-		87
Loss on debt extinguishment		169		357
Share-based compensation		733		258
ADJUSTED EBITDA	$	34,843	$	36,383

2025 Notes

45On May 1, 2024, we paid our first semi-annual interest payment on the 2025 Notes of $1,987,500 for the fiscal 2025 period. On August 13, 2024, in connection with the redemption of all of the outstanding $60,000,000 principal amount of its 2025 Notes, the Company paid its final required interest payment of $1,137,000 on the redeemed 2025 Notes.

~~Liquidity~~Credit ~~and Capital Resources~~Agreement

~~Sources~~On September 30, 2024 and ~~uses~~December 31, 2024, we paid our quarterly mandatory debt principal repayments of $600,000 each, or $1,200,000 in the aggregate, on our Term Loan borrowings under the Credit Agreement. On October 10, 2024, we made a voluntary principal prepayment of $8,000,000 on our outstanding Term Loan borrowings under the Credit Agreement. The prepayment was primarily funded by operating cash flows. As of March 30, 2025, the Company has made cash interest payments of approximately $2,356,000 on the Term Loan borrowings under the Credit Agreement. Subsequent to the year ending March 30, 2025, on March 31, 2025, the Company paid its next quarterly mandatory debt principal repayment of $600,000.

~~Cash~~Summary ~~at March 31, 2024 aggregated $21,027,000, a $8,834,000 decrease during the fiscal 2024 period as compared to cash~~ of ~~$29,861,000~~Cash ~~at March 26, 2023. Net working capital decreased to $23,203,000 from $30,652,000 at March 26, 2023 due primarily to the partial redemption of $20,000,000 of the Company’s 2025 Notes.~~Flows

~~Our~~The ~~primary~~following ~~sources~~table ofpresents ~~liquidity~~a ~~are~~summary of our cash flows from ~~operations. Our primary cash requirements are to fund our quarterly dividends~~operating, toinvesting ~~satisfy the debt service on the 2025 Notes, capital expenditures, working capital~~ and ~~general~~financing ~~corporate needs.~~activities:

During the fiscal 2024 period, the Company made its required semi-annual interest payments on the 2025 Notes of $2,650,000 on May 1, 2023 and November 1, 2023, as well as its required interest payment of $177,000 on December 18, 2023 in connection with the partial redemption of its 2025 Notes. On May 1, 2024, we made the first semi-annual interest payment of $1,987,500 for fiscal 2025.

(In thousands)	Fiscal year
	2025			2024

Net cash provided by operating activities	$	25,240		$	20,002
Net cash used in investing activities		(225	)		(313	)
Net cash used in financing activities		(18,240	)		(28,523	)
Net increase (decrease) in cash and cash equivalents	$	6,775		$	( 8,834	)

On December 19, 2023, the Company completed the partial redemption, in the principal amount of $20,000,000 of the 2025 Notes. The redemption price of the redeemed notes was 100% of the principal amount, plus accrued and unpaid interest from, and including November 1, 2023 to, but excluding the redemption date of December 19, 2023. The Company completed the partial redemption by paying cash of $20,177,000, inclusive of accrued interest of $177,000, and recognized a loss on early extinguishment of $169,000 that reflected the write-off of a portion of previously recorded debt issuance costs. Please refer to Note J – Long Term Debt in the accompanying consolidated financial statements for a further discussion regarding the Company’s indebtedness.46

~~Summary~~Operating ~~of Cash Flows~~activities

~~The~~Cash ~~following~~provided ~~table~~by ~~presents~~operations ais ~~summary~~primarily attributable to net income of ~~our~~$24,026,000 in addition to other non-cash ~~flows~~operating ~~from~~items of $2,532,000, offset by changes in other operating assets and liabilities of $1,318,000. ~~investing~~Non-cash operating expenses consist principally of a loss on debt extinguishment of $389,000, depreciation and ~~financing~~amortization ~~activities:~~of $957,000, amortization of debt issuance costs of $153,000, share-based compensation expense of $993,000 and a provision for credit losses of $275,000. In the fiscal 2025 period, inventories increased by $379,000 due to timing and Branded Product Program inventory in transit. Prepaid expenses and other current assets decreased by $128,000 due primarily to a decrease in prepaid income taxes of $365,000 which were offset, in part, by an increase in prepaid marketing and insurance expenses of $347,000. Accounts payable, accrued expenses and other current liabilities decreased by $1,227,000 due principally to lower incentive compensation accruals of $253,000 as well as a decrease in accrued interest expense of $1,528,000 resulting from the timing of our debt service payments under our Credit Agreement. Accounts payable increased by $419,000 due to the timing of product purchases for our Branded Product Program and Company-owned restaurants.

(In thousands)	Fiscal year
	2024			2023
Net cash provided by operating activities	$	20,002		$	19,837
Net cash used in investing activities		(313	)		(584	)
Net cash used in financing activities		(28,523	)		(39,455	)
Net decrease in cash	$	( 8,834	)	$	(20,202	)

Investing activities

~~Operating~~Cash used in investing activities of $225,000 is primarily attributable to capital expenditures incurred for our Branded Product Program and our Coney Island restaurants.

~~Cash~~Financing provided by operations is primarily attributable to net income of $19,616,000 in addition to other non-cash operating items of $2,558,000, offset by changes in other operating assets and liabilities of $2,172,000. Non-cash operating expenses consist principally of a loss on debt extinguishment of $169,000, depreciation and amortization of $1,135,000, amortization of debt issuance costs of $345,000, share-based compensation expense of $733,000 and bad debt expense of $157,000. In the fiscal 2024 period, accounts and other receivables decreased by $74,000 due primarily to lower Branded Product and other receivables of $734,000 which were offset, in part, by higher Franchise and license royalty receivables of $322,000. Prepaid expenses and other current assets increased by $281,000 due primarily to an increase in prepaid income taxes of $712,000 which were offset, in part, by a reduction in prepaid marketing and other expenses of $325,000. Accounts payable, accrued expenses and other current liabilities decreased by $1,232,000 due principally to a decrease in accrued interest expense of $467,000 due to the partial redemption of our 2025 Notes and a decrease in accounts payable of $717,000 due to the timing of product purchases for our Branded Products Program. Offsetting these decreases was an increase in accrued payroll and other benefits of $112,000 due primarily to higher incentive compensation accruals.activities

46In connection with the Company’s refinancing of the 2025 Notes, the Company borrowed $60,000,000 in Term Loan borrowings pursuant to the Credit Agreement and simultaneously redeemed the 2025 Notes. We incurred $431,000 of debt issuance costs in connection with this refinancing. During fiscal 2025, we made $1,200,000 of mandatory principal repayments, as well as an $8,000,000 voluntary principal repayment on our Term Loan borrowings under the Credit Agreement. Further, the Company paid its four quarterly cash dividends of $0.50 per share totaling $8,172,000. The Company also paid $437,000 for withholding taxes on the net share vesting of 10,000 restricted stock units.

~~Investing~~Credit ~~activities~~Agreement

~~Cash~~On ~~used~~July in10, ~~investing~~2024 ~~activities~~(the of“Effective ~~$313~~Date”),~~000~~ isthe ~~primarily~~Company ~~comprised~~entered into a five-year unsecured Credit Agreement among the Company, as borrower, direct and indirect subsidiaries of ~~capital~~the ~~expenditures~~Company, ~~incurred~~as ~~for~~guarantors, ~~our~~the ~~Branded~~lenders ~~Product~~from ~~Program~~time to time party thereto (the “Lenders”) and ~~our~~Citibank, ~~Coney~~N.A., ~~Island~~as ~~restaurants~~administrative agent, swing line lender, L/C issuer and a Lender.

~~Financing~~The ~~activities~~Credit Agreement provides for a term loan facility (“Term Loan”) of $60,000,000 and a revolving credit facility (“Revolving Loan”) of up to $10,000,000. The Credit Agreement also provides that the Company has the right from time to time during the term of the Credit Agreement to request the Lenders for incremental revolving loan borrowing increases of up to an additional $10,000,000 in the aggregate, subject to, among other items, the Lenders agreeing to lend any such additional amounts and compliance with terms specified in the Credit Agreement. The Credit Agreement matures on July 10, 2029.

~~Cash~~The ~~used~~Company inborrowed ~~financing activities of~~ $2860,~~523~~000,000 ~~relates~~in toTerm ~~the~~Loan ~~payment~~borrowings ofunder ~~$20,000,000~~the inCredit ~~connection~~Agreement ~~with~~on the ~~partial~~Effective ~~redemption~~Date ofto ~~our~~refinance and redeem its 2025 Notes. ~~and~~The ~~the~~Company ~~payments~~will ofuse any Revolving Loan borrowings under the ~~Company’s~~Credit ~~quarterly~~Agreement ~~$0.50~~for ~~per~~working ~~share~~capital ~~dividends~~and ~~totaling~~general ~~$8,161,000~~corporate purposes. ~~The~~As ~~Company~~of ~~also~~March ~~paid~~30, ~~$362~~2025,~~000~~ ~~for~~there ~~withholding~~were ~~taxes~~no onoutstanding borrowings under the ~~net~~Revolving ~~share~~Loan. ~~vesting~~See ofNOTE ~~10,000~~J ~~restricted~~– ~~stock~~LONG ~~units~~TERM DEBT in the accompanying consolidated financial statements for additional information on the Credit Agreement.

At March 31, 2024 and March 26, 2023, Nathan’s did not have any open purchase commitments to purchase hot dogs. Nathan’s may enter into purchase commitments in the future as favorable market conditions become available.47

InShare 2016, the Board authorized increases to the sixth stock repurchase plan for the repurchase of up to 1,200,000 shares of its common stock on behalf of the Company. As of March 31, 2024, Nathan’s has repurchased 1,101,884 shares at a cost of approximately $39,000,000 under the sixth stock repurchase plan. At March 31, 2024, there were 98,116 shares remaining to be repurchased pursuant to the sixth stock repurchase plan. The plan does not have a set expiration date. Purchases under the Company’s stock repurchase program may be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management. There is no set time limit on the repurchases. There were no stock repurchases during the fiscal 2024 period.Repurchases

AsIn ~~discussed~~2016, ~~above~~the Board authorized increases to the sixth stock repurchase plan for the repurchase of up to 1,200,000 weshares ~~had~~of ~~cash~~its atcommon stock on behalf of the Company. As of March 3130, ~~2024~~2025, ~~aggregating~~Nathan’s has repurchased 1,101,884 shares at a cost of approximately $2139,~~027~~000,000 under the sixth stock repurchase plan. ~~Our~~At ~~Board~~March ~~routinely~~30, ~~monitors~~2025, ~~and~~there ~~assesses~~were ~~its~~98,116 ~~cash~~shares ~~position~~remaining ~~and~~to ~~our~~be ~~current~~repurchased ~~and~~pursuant ~~potential~~to ~~capital~~the ~~requirements~~sixth stock repurchase plan. ~~During~~The plan does not have a set expiration date. Purchases under the ~~fiscal~~Company’s ~~2024~~stock ~~period~~repurchase program may be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management. There is no set time limit on the ~~Company~~repurchases. ~~declared~~There ~~and~~were ~~paid~~no ~~four~~stock ~~quarterly~~repurchases ~~dividends~~during ofthe $0fiscal 2025 period.50 ~~per~~We ~~share~~may ~~aggregating~~return $8capital to our stockholders through stock repurchases,~~161~~ subject to any restrictions in our Credit Agreement,~~000~~ although there is no assurance that the Company will make any repurchases under its existing stock repurchase plan.

~~Effective~~Common ~~June~~Stock 12, 2024, the Board declared its first quarterly cash dividend of $0.50 per share for fiscal 2025 which is payable on July 2, 2024 to stockholders of record as of the close of business on June 24, 2024.Dividends

IfAs ~~the~~discussed ~~Company~~above, ~~pays~~we ~~regular~~had ~~quarterly~~ cash ~~dividends~~and ~~for~~cash ~~the~~equivalents ~~remainder of fiscal 2025~~ at ~~the~~March ~~same rate as declared in the first quarter of fiscal 2025~~30, ~~the Company’s total cash requirement for dividends for all of fiscal~~ 2025 ~~would~~aggregating ~~be approximately~~ $827,~~169~~802,000. ~~based~~Our onBoard ~~the~~routinely ~~number~~monitors ofand ~~shares~~assesses ofits ~~common~~cash ~~stock~~position ~~outstanding~~and atour ~~June~~current 6,and ~~2024.~~potential ~~The~~capital ~~Company~~requirements. ~~intends~~During tothe ~~declare~~fiscal ~~and~~2025 ~~pay quarterly cash dividends; however~~period, ~~there~~the ~~can~~Company bedeclared noand ~~assurance~~paid ~~that~~four ~~any additional~~ quarterly dividends ~~will be declared or paid or~~ of ~~the~~$0.50 ~~amount~~per orshare ~~timing~~aggregating ~~of such dividends~~$8, ~~if any~~172,000.

~~Our~~Effective ~~ability~~June to10, ~~pay future dividends is limited by the terms of the Indenture for the~~ 2025 ~~Notes. In addition~~, the ~~payment of any cash dividends in the future are subject to final determination of the~~ Board ~~and~~declared ~~will~~its befirst ~~dependent~~quarterly ~~upon~~cash ~~our~~dividend ~~earnings and financial requirements and the terms~~ of ~~any other indebtedness that we may incur in the future~~$0.50 Weper ~~may~~share ~~also~~for ~~return~~fiscal ~~capital~~2026 towhich ~~our~~is ~~stockholders~~payable ~~through~~on ~~stock~~July ~~repurchases~~1, ~~subject~~2025 to ~~any~~stockholders ~~restrictions~~of inrecord ~~the~~as ~~Indenture,~~of ~~although there is no assurance that~~ the ~~Company~~close ~~will~~of ~~make~~business ~~any~~on ~~repurchases~~June ~~under~~23, ~~its existing stock repurchase plan~~2025.

WeIf ~~may~~the ~~from~~Company ~~time~~pays toregular ~~time~~quarterly ~~seek~~cash todividends ~~redeem~~for ~~additional~~fiscal ~~portions~~2026 ofat ~~our~~the ~~2025~~same ~~Notes~~rate as declared in the first quarter of fiscal 2026, ~~through~~the ~~open~~Company’s ~~market~~total ~~purchases~~cash requirement for dividends for all of fiscal 2026 would be approximately $8,179,000 ~~privately~~based ~~negotiated~~on ~~transactions~~the ornumber ~~otherwise~~of shares of common stock outstanding at June 5, 2025. ~~Such~~The ~~repurchases~~Company intends to declare and pay quarterly cash dividends; however, ifthere can be no assurance that any, additional quarterly dividends will ~~depend~~be ondeclared ~~market~~or ~~conditions,~~paid ~~our~~or ~~liquidity~~of ~~requirements,~~the ~~and~~amount ~~other~~or ~~factors~~timing of such dividends, if any.

47Our ability to pay future dividends is limited by the terms of our Credit Agreement. In addition, the payment of any cash dividends in the future are subject to final determination of the Board and will be dependent upon our earnings and financial requirements and the terms of our Credit Agreement.

WePurchase expect that in the future we will make investments in certain existing restaurants, support the growth of the Branded Product and Branded Menu Programs, service the outstanding debt, fund our dividend program and may continue our stock repurchase programs, funding those investments from our operating cash flow. We may also incur capital and other expenditures or engage in investing activities in connection with opportunistic situations that may arise on a case-by-case basis. During the fiscal year ending March 30, 2025, we expect to make interest payments of $3,975,000. On May 1, 2024, we made the first semi-annual interest payment of $1,987,500 for fiscal 2025.Commitments

~~Management~~At ~~believes~~March ~~that~~30, ~~available~~2025 ~~cash~~ and ~~cash~~March ~~generated~~31, ~~from~~2024, ~~operations~~Nathan’s ~~should~~did ~~provide~~not ~~sufficient~~have ~~capital~~any toopen ~~finance~~purchase ~~our~~commitments ~~operations,~~to ~~satisfy~~purchase ~~our~~hot ~~debt~~dogs. ~~service~~Nathan’s ~~requirements,~~may ~~fund~~enter ~~dividend~~into ~~distributions~~purchase ~~and~~commitments ~~stock~~in ~~repurchases~~the ~~for~~future atas ~~least~~favorable ~~the~~market ~~next~~conditions 12become ~~months~~available.

AtCash ~~March~~Flow 31, 2024, we sublet one property to a franchisee that we lease from a third party. We remain contingently liable for all costs associated with this property including: rent, property taxes and insurance. We may incur future cash payments with respect to such property, consisting primarily of future lease payments, including costs and expenses associated with terminating such lease.Outlook

~~Our~~We ~~contractual~~expect ~~obligations~~that ~~primarily~~in ~~consist~~the future we will make investments in certain existing restaurants, support the growth of the ~~2025~~Branded ~~Notes~~Product and Branded Menu Programs, service the ~~related~~principal and interest ~~payments,~~obligations ~~operating~~under ~~leases~~the Credit Agreement, fund our dividend program and ~~employment~~may ~~agreements~~continue ~~with~~our ~~certain~~stock ~~executive~~repurchase ~~officers.~~programs, ~~These~~funding ~~contractual~~those ~~obligations~~investments ~~impact~~from our ~~short-term~~operating ~~and~~cash ~~long-term~~flow. ~~liquidity~~We ~~and~~may also incur capital ~~resource~~and ~~needs.~~other ~~There~~expenditures ~~have~~or ~~been~~engage noin ~~material~~investing ~~changes~~activities in connection with opportunistic situations that may arise on a case-by-case basis. While our ~~contractual~~Credit ~~obligations~~Agreement ~~since~~bears ~~March~~interest ~~26,~~at ~~2023~~a ~~except~~fluctuating ~~for~~interest rate based on SOFR plus a spread adjustment, if the ~~partial~~Company ~~redemption~~makes ofits fiscal year 2026 cash interest payments on its outstanding Term Loan borrowings at the interest rate effective at March 30, 2025, ~~Notes~~then onduring ~~December~~the 19fiscal year ended March 29, ~~2023~~2026, aswe ~~discussed~~expect ~~above~~to make cash interest payments of approximately $2,895,000 on the Term Loan borrowings.

~~Inflationary~~We ~~Pressures~~may from time to time seek to make voluntary principal prepayments of Term Loan borrowings under our Credit Agreement. Such voluntary prepayments, if any, will depend on market conditions, our liquidity requirements, satisfactory compliance of covenants and conditions pursuant to our Credit Agreement and other factors.

Inflationary pressures on labor and rising commodity prices, most notably for beef and beef trimmings, have impacted our consolidated results of operations during the fiscal 2024 period, and this trend may continue into fiscal 2025. From April 2023 through September 2023, we experienced significant increases in the cost of beef and beef trimmings. From October 2023 through December 2023, we began to experience slight declines. However, beef prices began escalating again during our fourth quarter fiscal 2024 and into our first quarter fiscal 2025.48

~~Our~~Management ~~average~~believes ~~cost~~that ofavailable ~~hot~~cash ~~dogs during the fiscal 2024 period was approximately 10% higher than during the fiscal 2023 period. Inherent volatility experienced in certain commodity markets, such as those for beef~~ and ~~beef~~cash ~~trimmings~~equivalents ~~due to seasonal shifts, climate conditions, industry demand, inflationary pressures~~ and ~~other~~cash ~~macroeconomic~~generated ~~factors~~from ~~could have an adverse effect on our results of~~ operations. ~~This~~should ~~impact~~provide ~~will~~sufficient ~~depend~~capital ~~on our ability~~ to ~~manage~~finance ~~such volatility through price increases and product mix. We are unable to predict the future cost of~~ our ~~hot~~operations, ~~dogs~~satisfy ~~and expect to experience price volatility for~~ our ~~beef~~debt ~~products~~service ~~during~~requirements, ~~the~~fund ~~remainder~~dividend ofdistributions ~~fiscal 2025. To the extent that beef prices increase as compared to earlier periods~~and, itif ~~could impact our results of operations. In the past~~any, westock ~~entered~~repurchases ~~into purchase commitments~~ for aat ~~portion~~least ~~of our hot dogs to reduce~~ the ~~impact~~next of12 ~~increasing market prices~~months. ~~We may attempt to enter into similar purchase arrangements for hot dogs and other products in the future.~~

WeContractual have experienced competitive pressure on labor rates as a result of the increase in the minimum hourly wage for fast food workers where our Company-owned restaurants are located. On January 1, 2024, the minimum wage increased to $16.00 in New York City, Long Island and Westchester which will be followed by $0.50 annual increases in 2025 and 2026. Further, beginning in 2027, the minimum wage across New York State will increase annually according to the Consumer Price Index. There has also been an increased demand for labor at all levels which has resulted in greater challenges retaining adequate staffing levels at our Company-owned restaurants; our franchised restaurants and Branded Menu Program locations; as well as for certain vendors in our supply chain that we depend on for our commodities. We remain in contact with our major suppliers and to date we have not experienced significant disruptions in our supply chain.Obligations

WeAt ~~believe~~March ~~that~~30, ~~these~~2025, ~~increases~~we insublet ~~the~~one ~~minimum~~property ~~wage~~to ~~and~~a ~~other~~franchisee ~~changes~~that inwe ~~employment~~lease ~~laws~~from ~~have had~~ a ~~significant~~third ~~financial~~party. ~~impact~~We onremain ~~our~~contingently ~~financial~~liable ~~results~~for ~~and~~all ~~the~~costs ~~results~~associated ofwith ~~our~~this ~~franchisees~~property ~~that~~including ~~operate~~rent, inproperty ~~New~~taxes ~~York~~and ~~State~~insurance. ~~Our~~We ~~business~~may ~~could~~incur befuture ~~negatively~~cash ~~impacted~~payments ifwith ~~the~~respect ~~decrease~~to insuch ~~margins~~property, ~~for~~consisting ~~our~~primarily ~~franchisees results in the potential loss~~ of ~~new~~future ~~franchisees~~lease orpayments, ~~the~~including ~~closing~~costs ofand aexpenses ~~significant~~associated ~~number~~with ofterminating ~~franchised~~such ~~restaurants~~lease.

48At March 30, 2025, our contractual obligations primarily consist of the Term Loan borrowings under our Credit Agreement and the mandatory debt principal repayments and the related interest payments, operating leases, and employment agreements with certain executive officers. These contractual obligations impact our short-term and long-term liquidity and capital resource needs. See NOTE J – LONG TERM DEBT and NOTE L – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS in the accompanying consolidated financial statements for further information.

WeInflationary expect to continue experiencing volatility in oil and gas prices on our distribution costs for our food products and utility costs in the Company-owned restaurants and volatile insurance costs resulting from the uncertainty of the insurance markets.Pressures

~~Continued~~Inflationary ~~increases~~pressures inon labor ~~costs,~~and rising commodity prices, ~~and~~most ~~other~~notably ~~operating~~for ~~expenses,~~beef ~~including~~and ~~health~~beef ~~care~~trimmings, ~~could~~have ~~adversely~~impacted ~~affect~~ our ~~operations.~~consolidated Weresults ~~attempt~~of tooperations ~~manage~~during ~~inflationary~~the ~~pressure~~fiscal 2025 period, and ~~rising~~this ~~commodity~~trend ~~costs,~~may atcontinue ~~least~~into infiscal ~~part,~~2026. ~~through~~Our ~~raising~~average ~~prices.~~cost ~~Delays~~of inhot ~~implementing~~dogs ~~price~~during ~~increases,~~the ~~competitive~~fiscal ~~pressures,~~2025 aperiod ~~decline~~was inapproximately ~~consumer~~7% ~~discretionary~~higher ~~spending~~than ~~levels~~during ~~and~~the ~~other~~fiscal ~~factors~~2024 ~~may~~period. ~~limit~~Our ~~our~~average ~~ability~~cost toof ~~offset~~hot ~~these~~dogs ~~rising~~during ~~costs~~the fiscal 2024 period was approximately 10% higher than during the fiscal 2023 period. ~~Volatility~~Inherent volatility experienced in certain commodity ~~prices~~markets, ~~including~~such as those for beef and beef trimmings due to seasonal shifts, climate conditions, industry demand, inflationary pressures and other macroeconomic factors could have aan ~~significant~~ adverse effect on our results of operations. This impact will depend on our ability to manage such volatility through price increases and product mix. We are unable to predict the future cost of our hot dogs and expect to experience price volatility for our beef products during fiscal 2026. To the extent that beef prices increase as compared to earlier periods, it could impact our results of operations. In the past, we entered into purchase commitments for a portion of our hot dogs to reduce the impact of increasing market prices. We may attempt to enter into similar purchase arrangements for hot dogs and other products in the future.

Filing Compare · NATHANS FAMOUS, INC.