Nathan’s Famous, Inc. Files Amended 10-K for Fiscal Year Ended March 29, 2026: Key Shareholder Insights

Overview

Nathan’s Famous, Inc. (NASDAQ: NATH) has filed an amended Annual Report on Form 10-K/A for the fiscal year ended March 29, 2026. This amendment specifically addresses Part III items omitted from the original filing, including disclosures on directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees. The company chose not to file a definitive proxy statement within 120 days of its fiscal year-end, instead providing all required Part III information in this amendment.

Key Points from the Report

• Market Value and Shares Outstanding:
  As of September 26, 2025, the aggregate market value of voting and non-voting common equity held by non-affiliates was approximately \$77,000,000. As of July 20, 2026, there were 4,097,661 shares of Common Stock outstanding.
• NASDAQ Listing:
  Nathan’s Famous, Inc. remains listed on the NASDAQ Global Market under the ticker NATH.
• Company Status:
  The company is not a well-known seasoned issuer, not a voluntary filer, not an emerging growth company, and is classified as an “accelerated filer” and a “smaller reporting company.”
  It has complied with all filing requirements and submitted all Interactive Data Files as required.
• Executive Compensation Highlights:
  • CEO (Eric Gatoff): Total compensation for fiscal 2026 was approximately \$1,688,729, including salary, non-equity incentive plan compensation, and other benefits. Notably, the bonus and incentive compensation exceeded base salary for the past three fiscal years, reflecting a strong performance-linked pay structure.
  • CFO (Robert Steinberg): Total compensation was \$548,326.
  • Executive Chairman (Howard M. Lorber): Received total compensation of \$1,024,715.
  • No Equity Grants in FY2026: The company did not grant any stock options, restricted stock, or restricted stock units to named executive officers in fiscal 2026, signaling a pause in equity-based incentives for top management.
• Corporate Governance & Policies:
  • Insider Trading Policy: Strict prohibitions on trading Company shares while in possession of material nonpublic information. Hedging and offsetting transactions are forbidden for directors and officers.
  • Stock Ownership Guidelines: Officers and directors must retain 33⅓% of shares acquired through option exercises or held at the time of policy adoption. Board may waive these requirements under certain circumstances.
  • Code of Ethics: Financial Officer Code of Ethics is in place and available on the Company’s website.
• Compensation Committee:
  • Committee composed of independent directors: Robert J. Eide (Chairman), Brian S. Genson, and Barry Leistner.
  • No interlocks or insider participation: None of the committee members are or have been officers or employees of the Company.
• Objectives of Executive Compensation:
  The compensation program is designed to attract and retain qualified executives, motivate performance towards short and long-term goals, and align management’s interests with shareholders. Material elements include base salary, bonuses, equity-based compensation, retirement benefits (401(k)), and severance protections.
• Risk Considerations:
  The Compensation Committee concluded that the executive compensation program does not create risks reasonably likely to have a material adverse effect on the Company. Most compensation is in the form of base salary, mitigating excessive risk-taking, although bonuses have exceeded base salary in recent years for the CEO.
• Financial and Operating Objectives:
  Compensation is tied to objectives such as increasing revenues, profits, pre-tax cash flow, net income, earnings per share, managing cash balances, and controlling corporate general and administrative expenses. The company also evaluates performance at individual revenue centers (restaurants, franchising, branded products, licensing).
• Compliance and Delinquent Filings:
  All officers, directors, and >10% beneficial owners complied with Section 16(a) reporting requirements in FY2026.
• Principal Accountant Fees:
  Details provided in Item 14 about fees paid to auditors, but no issues or restatements noted.

Potentially Price-Sensitive Information

• No New Equity Grants: The absence of new equity grants to executives in FY2026 may signal a shift in incentivization strategy and could be seen as price-sensitive if investors interpret it as a change in management’s long-term alignment with shareholders.
• High Performance-Based Compensation for CEO: The CEO’s bonus and incentive plan compensation exceeded base salary for three consecutive years, which may signal strong financial performance and management confidence but also raises questions about sustainability and future pay structure.
• Board and Executive Stability: No changes to executive officers or board composition disclosed. No family relationships among executives or directors—indicating stable governance.
• Insider Trading and Stock Retention Policies: Stringent policies in place that may reassure investors about governance and potential stock price stability.
• Compliance: No delinquent filings or restatements reported, indicating strong regulatory and reporting discipline.

Conclusion

Nathan’s Famous, Inc.’s amended 10-K provides transparency on executive compensation, governance, and compliance. The high proportion of performance-based compensation for the CEO, the absence of new equity awards, and the continued adherence to strict insider trading and stock retention policies are key points for investors to monitor. While no fundamental changes to compensation structure were made following the last shareholder vote, ongoing review by the Compensation Committee suggests responsiveness to shareholder interests and corporate performance. Investors should watch for any future changes in equity grants or executive pay structure, as these could impact share value and management alignment with shareholders.

Shareholders are encouraged to review the full amended 10-K/A for additional details, particularly regarding compensation practices and governance.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. The information is based on the latest SEC filing by Nathan’s Famous, Inc. Investors should conduct their own due diligence and consult financial advisors before making investment decisions.