Form 8-K

8-K — NATHANS FAMOUS, INC.

Accession: 0001104659-26-115866

Filed: 2026-10-14

Period: 2026-10-14

CIK: 0000069733

SIC: 5812 (RETAIL-EATING PLACES)

Item: Other Events

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest

event reported) October 14, 2026

NATHAN’S FAMOUS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-35962

11-3166443

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS 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

N/A

(Former Name or Former Address, If Changed Since Last Report)

Securities registered pursuant to Section

12(b) of the Act:

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

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 8.01. Other

Events.

Explanatory Note

As previously disclosed, on January 20,

2026, Nathan’s Famous Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger

(the “Merger Agreement”) with Smithfield Foods, Inc., a Virginia corporation (“Buyer”) and

Boardwalk Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”).

Pursuant to the Merger Agreement, and upon the

terms and subject to the conditions thereof, Merger Sub shall merge with and into the Company (the “Merger,” and the

effective time of the Merger, the “Effective Time”). As a result of the Merger, at the Effective Time, the separate

corporate existence of Merger Sub shall cease, the Company shall continue as the surviving corporation in the Merger (the “Surviving

Corporation”) and the Surviving Corporation shall become a wholly owned subsidiary of Buyer. After the Merger, the Company

will cease to be publicly traded. Pursuant to the Merger Agreement, the Company filed a Preliminary Proxy Statement on Schedule 14A with

the United States Securities and Exchange Commission (the “SEC”) on March 6, 2026 (the “Preliminary

Proxy Statement”) and a Definitive Proxy Statement on Schedule 14A with the SEC on September 24, 2026 (the “Proxy

Statement”).

Demand Letters and Litigation Related to the

Merger

As of the date of this Form 8-K, purported stockholders

of the Company have filed lawsuits and delivered demand letters to the Company as described below.

On September 30, 2026, two lawsuits were

filed in the Supreme Court of the State of New York by purported stockholders of the Company against the Company and members of the Company’s

Board of Directors (the “Board”) captioned, (i) Robert Jones v. Nathan’s Famous, Inc., et al,

No 655555/2026 (N.Y.S.), and (ii) William Johnson v. Nathan’s Famous, Inc., et al, No. 655519/2026 (N.Y.S.)

(collectively, the “Actions”). The Actions include claims for negligent misrepresentation, concealment, and negligence

under New York common law and allege, among other things, that the Proxy Statement filed in connection with the Merger was false and

misleading in violation of the defendants’ obligation to disclose all material information relevant to stockholders and necessary

to permit an informed decision on whether to vote in favor of the Merger. The Actions name as defendants the Company and the Board and

seek, among other forms of requested relief, an order enjoining the consummation of the Merger, rescission of the Merger in the event

the Merger is consummated, damages in an unspecified amount, and attorneys’ fees and costs.

Purported stockholders of the Company have delivered

fifteen demand letters to the Company (collectively, the “Demand Letters”),

including one that attaches a draft complaint, alleging that the disclosures contained in the Preliminary Proxy Statement or the Proxy

Statement are deficient and requesting that the Company supplement such disclosures prior to the special meeting of the Company’s

stockholders to be held on October 23, 2026. Certain of the Demand Letters also threaten the Company with lawsuits in the event that the

alleged deficiencies in the Proxy Statement are not addressed.

The Company has also received two demands from

purported stockholders under Section 220 of the Delaware General Corporation Law seeking inspection of certain of the Company’s

books and records related to the Merger.

It is possible that additional complaints may

be filed, the Actions described above may be amended or that additional demand letters will be received by the Company. If this occurs,

the Company does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint

unless required by law.

The Company and the Board believe that the claims

asserted in the Actions and the Demand Letters are without merit. However, in order to moot the unmeritorious disclosure claims, alleviate

the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, the Company has determined

to voluntarily supplement the Proxy Statement as described in this Form 8-K. Nothing in this Form 8-K shall be deemed an admission

of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company

and the Board specifically deny all allegations set forth in the Actions and the Demand Letters that any additional disclosure in the

Proxy Statement was or is required. The Company believes that the disclosures set forth in the Proxy Statement comply fully with applicable

law and nothing in the below supplemental disclosure or otherwise shall be deemed an admission of the legal necessity or materiality

under applicable law of any of the disclosures set forth herein.

Supplemental Disclosures to the Proxy Statement

The supplemental disclosures should be read in

conjunction with the Proxy Statement, which should be read in its entirety. To the extent information set forth herein differs from or

updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information

in the Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement. All page references

in the information below are to pages in the Proxy Statement. Paragraph references used herein refer to the Proxy Statement before

any additions or deletions resulting from the supplemental disclosures. Newly added text within restated paragraphs from the Proxy Statement

is identified by bold, underlined text, and deleted text within restated paragraphs from the Proxy Statement

is identified by strikethrough text.

1. The disclosure in the Proxy Statement in the section “Other

Arrangements” beginning on page 58 is hereby supplemented by adding the bolded and underlined

disclosure to and deleting the struck-through disclosure from the paragraph on page 58 of the Proxy

Statement as follows:

No proposals or indications

of interest received from Parent discussed the retention of the Company's executive officers in the Surviving Corporation following the

consummation of the Merger. As of the date of this proxy statement, none of the Company's executive officers have (i) reached an

understanding on potential employment, equity participation or other retention terms with the Surviving Corporation or with Parent or

Merger Sub (or any of their respective affiliates), (ii) entered into any definitive agreements or arrangements regarding employment,

equity participation or other retention with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates)

to be effective following the consummation of the Merger, or (iii) otherwise discussed, communicated or negotiated with Parent regarding

employment, compensation, equity participation, directorships or benefits of the Company's executive officers and directors following

the consummation of the Merger. However, Pprior to the Effective Time, the Company, Parent, or their

respective affiliates may, in their discretion, continue or initiate, as applicable, discussions regarding agreements, arrangements,

and understandings with one or more of the Company’s named executive officers regarding their employment or other future services,

compensation or benefits, or co-investment opportunities and may enter into definitive agreements with such individuals regarding the

foregoing (including the terms of any participation in a post-closing equity compensation program), subject, in the case of the Company,

to the interim operating covenants set forth in the Merger Agreement and applicable restrictions therein. In addition, the Company, in

consultation with Parent, may engage in certain mitigation strategies prior to the Merger to reduce the potential impact of Section 280G

and Section 4999 of the Code.

2. The disclosure under the heading “THE MERGER –

Opinion of Jefferies LLC” is hereby supplemented by adding the bolded and underlined disclosure

to and deleting the struck-through disclosure that begins with the first full paragraph on page 44

underneath the section titled “Selected Public Companies Analysis” and ends with

“Selected Transactions Analysis” on page 45 of the Proxy Statement as follows:

Selected Public Companies Analysis

Jefferies reviewed publicly

available financial, stock market and operating information of Nathan’s and the following eleven selected publicly

traded companies in the branded protein, foodservice, small-cap quick service and casual restaurant industries that have financial and

operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which

are collectively referred to as the “selected companies”.

Branded Protein and Foodservice

· Conagra

Brands, Inc.

· Hormel

Foods Corporation

· J&J

Snack Foods Corp.

· Lamb

Weston Holdings, Inc.

· Premium

Brands Holdings Corporation

· Smithfield

Foods, Inc.

· Tyson

Foods, Inc.

Small Cap QSR and Casual Restaurant

· Dine

Brands Global, Inc.

· El

Pollo Loco Holdings, Inc.

· MTY

Food Group Inc.

· Portillo’s

Inc.

Jefferies reviewed, among

other information and to the extent publicly available, enterprise values (“EVs”) of the selected companies, calculated as

fully diluted equity values based on closing stock prices on January 16, 2026, plus total debt, capital leases and non-controlling

interests, minus cash and cash equivalents, as a multiple of each company’s estimated earnings before interest, taxes, depreciation

and amortization, as applicable (“Adjusted EBITDA”) for the calendar years 2025 and 2026, which Jefferies refers to as CY

2025E and CY 2026E, respectively. Financial data of the selected companies were based on publicly available research analysts’

estimates, public filings and other publicly available information.

The selected companies and the

financial data reviewed included the following:

Selected Public Companies Analysis

Company

EV / CY 2025E

Adjusted EBITDA

EV / CY 2026E

Adjusted EBITDA

Branded

Protein and Foodservice

Conagra

Brands, Inc.

8.2x

9.0x

Hormel

Foods Corporation

12.2x

10.8x

J&J

Snack Foods Corp.

9.7x

9.2x

Lamb

Weston Holdings, Inc.

8.1x

9.0x

Premium

Brands Holdings Corporation

8.8x

7.5x

Smithfield

Foods, Inc.

6.7x

Tyson

Foods, Inc.

8.2x

8.3x

Small-Cap

QSR and Casual Restaurant

Dine

Brands Global, Inc.

7.8x

7.3x

Pollo Loco Holdings, Inc.

6.2x

6.0x

MTY

Food Group Inc.

7.8x

7.9x

Portillo’s

Inc.

8.1x

Financial

Metric

Low

Median

High

Branded

Protein and Foodservice

/ CY 2025E Adjusted EBITDA

6.7x

8.2x

12.2x

/ CY 2026E Adjusted EBITDA

6.7x

9.0x

10.8x

Small-Cap

QSR and Casual Restaurant

/ CY 2025E Adjusted EBITDA

6.2x

7.8x

8.1x

/ CY 2026E Adjusted EBITDA

6.0x

7.6x

8.1x

Jefferies applied a selected

range of enterprise value to estimated Adjusted EBITDA multiples of 7.5x to 10.0x and 7.0x to 9.5x to corresponding data of Nathan’s

based on the Nathan’s Financial Projections for estimated Adjusted EBITDA for CY 2025E and CY 2026E, respectively, to determine

ranges of implied enterprise values for Nathan’s. Jefferies then subtracted Nathan’s estimated net debt of $24.5 million

as of December 28, 2025 to calculate a range of implied equity values, and divided the result by the number of fully diluted shares

of Common Stock outstanding of approximately 4.155 million, each as provided by Nathan’s management, to calculate

a range of implied per share equity values for Nathan’s. This analysis indicated the reference ranges of implied per share equity

values set forth in the table below (rounded to the nearest $0.05), in each case as compared to the Merger Consideration of $102.00 per

share.

Selected Public Companies Analysis

Financial

Metric

Selected

Multiple Range

Implied

Per Share Equity Value

Reference Range

/ CY 2025E Adjusted EBITDA

7.5x

– 10.0x

$57.55

– $78.60

/ CY 2026E Adjusted EBITDA

7.0x

– 9.5x

$65.70

– $90.80

No company utilized in the

selected public companies analysis is identical to Nathan’s. In evaluating the selected public companies, Jefferies made judgments

and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many

of which are beyond Nathan’s and Jefferies’ control.

3. The disclosure under the heading "THE MERGER - Opinion

of Jefferies LLC" is hereby supplemented by adding the bolded and underlined disclosure

to and deleting the struck-through disclosure that begins with the first full paragraph on page 45

underneath the section titled "Selected Transactions Analysis" and ends with "Discounted

Cash Flow Analysis" on page 47 of the Proxy Statement as follows:

Selected Transactions Analysis

Jefferies reviewed publicly

available financial, stock market and operating information of Nathan’s and company filings, definitive proxy statements, press

releases and Wall Street research relating to the following thirty-three historical M&A transactions, announced

since May 2013, involving companies in the branded protein, foodservice, small-cap quick service and casual restaurant industries

that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes

of its analysis, which are collectively referred to as the “selected transactions”.

The selected transactions and the

financial data reviewed included the following:

Selected Transactions Analysis

Announcement

Date

Target

Acquiror

/ LTM

Adjusted EBITDA

Branded

Protein and Foodservice

December 2025

Stampede

Culinary Partners, Inc.

Premium

Brands Holdings Corporation

9.7x

August 2021

Sanderson

Farms, Inc.

Cargill

/ Continental Grain Company

10.8x

June 2021

Kerry

Consumer Foods

(Meats and Meals Business)

Pilgrim’s

Pride Corporation

8.5x

November 2019

National

Beef Packing Company, LLC

Marfrig

Global Foods S.A.

4.4x

September 2017

Moy

Park

(JBS S.A.)

Pilgrim’s

Pride Corporation

9.6x

August 2017

Fontanini

Italian Meats and Sausages

Hormel

Foods Corporation

12.0x

May 2017

Rubicon

Resources, LLC

High

Liner Foods Incorporated

6.7x

April 2017

AdvancePierre

Foods Holdings, Inc.

Tyson

Foods, Inc.

13.5x

August 2015

American

Seafoods

Bregal-

Partners

7.7x

June 2015

Moy

Park Ltd

(Marfrig Global Foods S.A.)

JBS

S.A.

7.9x

June 2015

Campofrio

Food Group

Sigma

Alimentos, S.A. of C.V.

7.1x

May 2015

Applegate

Farms, LLC

Hormel

Foods Corporation

16.9x

May 2013

Smithfield

Foods, Inc.

Group Limited

9.2x

Small-Cap

QSR and Casual Restaurant

November 2025

Denny’s

Corporation

TriArtisan

Capital Advisors LLC

8.0x

September 2025

Potbelly

Corporation

Racetrac, Inc.

19.9x

July 2025

Sizzling

Platter, LLC

Bain

Capital North American Private Equity

7.3x

January 2024

Carrols

Restaurant Group, Inc.

Restaurant

Brands International Inc.

7.1x

August 2023

Fiesta

Restaurant Group, Inc.,

Authentic

Restaurant Brands

(Garnett Station Partners, LLC)

8.2x

December 2022

Fuzzy’s

Taco Shop

Dine

Brands Global, Inc.

12.2x

September 2022

Recipe

Unlimited Corporation

Fairfax

Financial Holdings Limited

9.1x

December 2021

Del

Taco Restaurants, Inc.

Jack

in the Box Inc.

10.5x

November 2021

Firehouse

Restaurant Group Inc.

Restaurant Brands International Inc.

20.0x

July 2021

Taco

Cabana

(Fiesta Restaurant Group)

Yadav

Enterprises, Inc.

7.0x

June 2021

Global

Franchise Group

FAT

Brands Inc.

11.1x

January 2020

The

Habit Restaurants, Inc.

Yum!

Brands, Inc.

11.8x

April 2019

Pap

Murphy’s Holdings Inc.

MTY

Food Group Inc.

8.4x

November 2018

Diversified

Restaurant Holdings, Inc.

ICV

Partners, LLC

7.3x

November 2018

Bojangles’

Inc.

Durational

Capital Management LP

10.8x

August 2018

Jamba, Inc.

Roark

(Focus Brands Inc.)

15.1x

August 2018

Zoe’s

Kitchen, Inc.

CAVA

Group Inc.

14.8x

December 2017

Qdoba

Restaurant Corp.

Apollo

Global Management LLC

6.4x

March 2017

Checkers

Drive-In Restaurants, Inc.

Oak

Hill Capital Partners

10.4x

April 2015

Del

Taco Holdings Inc.

Levy

Acquisition Corp.

8.5x

Selected Transactions Analysis

Financial

Metric

Low

Median

High

Branded

Protein and Foodservice

/ LTM Adjusted EBITDA

4.4x

9.2x

16.9x

Small-Cap

QSR and Casual Restaurant

/ LTM Adjusted EBITDA

6.4x

9.7x

20.0x

Jefferies applied a selected

range of enterprise value to the last twelve months (“LTM”) Adjusted EBITDA multiples derived from the selected transactions

analysis of 8.0x to 11.0x to the estimated LTM Adjusted EBITDA of Nathan’s for the twelve months ended December 28, 2025,

to determine a range of implied enterprise values for Nathan’s. Jefferies then subtracted Nathan’s estimated net debt of

$24.5 million as of December 28, 2025, to calculate a range of implied equity values, and divided the result by the number

of fully diluted shares of Common Stock outstanding of approximately 4.155 million, each as provided by Nathan’s

management, to calculate a range of implied per share equity values. This analysis indicated the reference ranges of implied per share

equity values set forth in the table below (rounded to the nearest $0.05), in each case as compared to the Merger Consideration of $102.00

per share.

Selected Transactions Analysis

Financial

Metric

Selected

Multiple Range

Implied

Per Share Equity Value

Reference Range

/ LTM Adjusted EBITDA

8.0x

– 11.0x

$61.80

– $86.80

No transaction utilized

as a comparison in the selected transactions analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments

and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters,

many of which are beyond the control of Nathan’s and Jefferies.

4. The disclosure under the heading “THE MERGER –

Opinion of Jefferies LLC” is hereby supplemented by adding the bolded and underlined disclosure

to the disclosure that begins with “Discounted Cash Flow Analysis” on page 47

and ends with “Miscellaneous” on page 47 of the Proxy Statement as follows:

Discounted Cash Flow Analysis

Jefferies performed a discounted

cash flow analysis of Nathan’s by calculating the estimated present value of the stand-alone unlevered free cashflows that Nathan’s

was forecasted to generate during the fourth fiscal quarter of 2026 and the fiscal years ending March 31, 2027, through March 31,

2030, based on the Nathan’s Financial Projections. The terminal values of Nathan’s were calculated by applying a selected

range of perpetuity growth rates of 2.0% to 3.0% to Nathan’s estimated terminal year unlevered free cashflows, based on the Nathan’s

Financial Projections and per management guidance. The present values of the unlevered free cash flows and terminal values of Nathan’s

were then calculated using a selected discount rate range of 9.0% to 10.0%, based on an estimate of Nathan’s weighted average cost

of capital, to determine a range of implied enterprise values for Nathan’s. Jefferies then subtracted Nathan’s estimated

net debt of $24.5 million as of December 28, 2025, to calculate a range of implied equity values, and divided the

result by the number of fully diluted shares of Common Stock outstanding of approximately 4.155 million, each as provided

by Nathan’s management, to calculate a range of implied per share equity values for Nathan’s. This analysis indicated a reference

range of implied per share equity values of $95.35 to $124.60 per share (rounded to the nearest $0.05), as compared to the Merger Consideration

of $102.00 per share (or $103.00 per share, assuming that, prior to the Effective Time and as permitted under the Merger Agreement, Nathan’s

declares and pays two regular quarterly dividends from Nathan’s cash balance and cash flows reflected within the reference range

above).

Forward-Looking Statements

This Current Report on Form 8-K includes statements

that are forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed acquisition of the Company,

stockholder approvals and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial

conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties

that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include,

but are not limited to: failure to obtain the required vote of the Company’s stockholders in connection with the proposed transaction;

the timing to consummate the proposed transaction and the risk that the proposed transaction may not be completed at all or the occurrence

of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the conditions

to closing of the proposed transaction may not be satisfied or waived; the risk that a governmental or regulatory approval that may be

required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; potential litigation

relating to, or other unexpected costs resulting from, the proposed transaction; legislative, regulatory and economic developments; and

the diversion of management’s time on transaction-related issues. The Company can give no assurance that the conditions to

the proposed transaction will be satisfied, or that it will close within the anticipated time period.

All statements, other than statements of historical

fact, should be considered forward-looking statements made in good faith by the Company and are intended to qualify for the safe harbor

from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, or any

other documents, words such as “believe,” “positioned,” “estimate,” “project,” “plan,”

“goal,” “target,” “assumption,” “continue,” “intend,” “expect,”

“future,” “anticipate,” and similar expressions are intended to identify forward-looking statements. These forward-looking

statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain.

Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those

expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could

cause the Company’s actual results to differ materially from those expressed in the forward-looking statements, are described in

greater detail under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal

year ended March 29, 2026 filed with the SEC and in any other SEC filings made by the Company. The Company cautions that these risks

and factors are not exclusive. Additional factors that may cause actual results to differ materially from any forward-looking statements

regarding the proposed transaction include, but are not limited to: occurrence of any event, change or other circumstances that could

give rise to the termination of the Merger Agreement or the failure to satisfy the closing conditions, the possibility that the consummation

of the proposed transaction is delayed or does not occur, including the failure of the Company’s stockholders to approve the proposed

transaction, uncertainty as to whether the parties will be able to complete the proposed transaction on the terms set forth in the Merger

Agreement, the outcome of any legal proceedings that have been or may be instituted against the parties or others following announcement

of the transactions contemplated by the Merger Agreement, challenges, disruptions and costs of integrating and achieving anticipated synergies,

or that such synergies will take longer to realize than expected, risks that the proposed transaction and other transactions contemplated

by the Merger Agreement disrupt current plans and operations that may harm the Company’s businesses, the amount of any costs, fees,

expenses, impairments and charges related to the proposed transaction, and uncertainty as to the effects of the announcement or pendency

of the proposed transaction on the market price of the Company's common stock and/or on its financial performance. Management cautions

against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior

earnings levels. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company does not undertake

any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes

in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

Additional Information Regarding the Proposed Transaction and Where

to Find It

In connection with the proposed transaction and

with the solicitation of proxies for the special meeting of stockholders, the Company has filed the Proxy Statement with the SEC, and

the Company may file other relevant materials with the SEC. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT

AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND DOCUMENTS INCORPORATED THEREIN, FILED

OR THAT WILL BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive Proxy Statement

has been sent to the Company’s stockholders. Investors and securityholders will be able to obtain the Proxy Statement free of charge

from the SEC’s website or from the Company. The documents filed by the Company with the SEC may be obtained free of charge on the

Company’s website at the Investor Relations section of www.nathansfamous.com or at the SEC’s website at www.sec.gov.

These documents may also be obtained free of charge from the Company by requesting them from Investor Relations in writing from us at

the following address: Nathan’s Famous, Inc. One Jericho Plaza Second Floor — Wing A Jericho, New York 11753,

or by telephone at 516-338-8500. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities,

nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus

meeting the requirements of the Securities Act of 1933, as amended.

Participants in the Solicitation

The Company and its directors and executive officers

and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed

transaction. Information about the Company’s directors and executive officers is available in the Company’s Annual Report

on Form 10-K for the fiscal year ended March 29, 2026, which was filed with the SEC on June 9, 2026, and was amended by

the Company’s Annual Report on Form 10-K/A (Amendment No. 1) filed with the SEC on July 24, 2026 and in other filings

with the SEC, including any statements of beneficial ownership on Form 3, Form 4 or Form 5. Other information regarding

the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,

are contained in the Proxy Statement and other relevant materials filed or to be filed with the SEC regarding the transaction. Investors

should read the Proxy Statement and any other such materials carefully before making any voting or investment decisions. You may obtain

free copies of these documents from the Company as indicated above.

No Offer or Solicitation

This communication shall not constitute an offer

to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which

such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act

of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 14, 2026

NATHAN’S FAMOUS, INC.

By:

/s/

Eric Gatoff

Name:

Eric Gatoff

Title:

Chief Executive Officer

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v3.26.3

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Oct. 14, 2026

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Oct. 14, 2026

Entity File Number

1-35962

Entity Registrant Name

NATHAN’S FAMOUS, INC.

Entity Central Index Key

0000069733

Entity Tax Identification Number

11-3166443

Entity Incorporation, State or Country Code

Entity Address, Address Line One

One Jericho Plaza

Entity Address, City or Town

Jericho

Entity Address, State or Province

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11753

City Area Code

516

Local Phone Number

338-8500

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Common Stock, par value $.01 per share

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NATH

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NASDAQ

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