Nathan's Famous Inc 2024年度报告

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 of1934 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 suchfiling 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 Rule405 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 oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany 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 internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 inthe 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 compensationreceived 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 theregistrant’s most recently completed second fiscal quarter – September 27, 2024- was approximately $229,609,000, which value, solely for thepurposes of this calculation excludes shares held by the registrant’s officers and directors. Such exclusion shall not be deemed a determination byregistrant that all such individuals are, in fact, affiliates of the registrant. As of June 5, 2025, there were outstanding4,089,510shares 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 referencefrom the registrant’s definitive proxy statement for the 2025Annual Meeting of Shareholders which is expected to be filed pursuant to Regulation14A of the Securities Exchange Act of 1934 no later than 120 days after the conclusion of Nathan Famous, Inc.’s fiscal year ended March 30, 2025. TABLE OF CONTENTS PART I Item 1.Business.4Item 1A.Risk Factors.20Item 1B.Unresolved Staff Comments.35Item 1C.Cybersecurity.35Item 2.Properties.37Item 3.Legal Proceedings.37Item 4.Mine Safety Disclosures.37 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.38Item 6.Reserved.38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.39Item 7A.Quantitative and Qualitative Disclosures About Market Risk.50Item 8.Financial Statements and Supplementary Data.51Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.51Item 9A.Controls and Procedures.51Item 9B.Other Information.52Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.52 Item 10.Directors, Executive Officers and Corporate Governance.54Item 11.Executive Compensation.54Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.54Item 13.Certain Relationships and Related Transactions, and Director Independence.54Item 14.Principal Accountant Fees and Services.55 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 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 ex