Shake Shack Inc-A 2025年度报告

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 47-1941186 Delaware (State or other jurisdiction of incorporation ororganization) (I.R.S. Employer Identification No.) 225 Varick Street, Suite 301, New York, New York 10014(Address of principal executive offices and Zip Code)(646) 747-7200(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during 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 filingrequirements for the past 90 days.YesNoIndicate 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesNoIndicate 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 growthcompany" in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Non-accelerated filer☐ 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 newor revised financial accounting standard 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 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 in thefiling 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 Act).☐YesNo The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of June25, 2025, the last business day of theRegistrant’s most recently completed second fiscal quarter, was approximately $5,163,677,020, computed using the closing price on that day of $133.90.Solely for purposes of this disclosure, shares of common stock held by members part of the Voting Group pursuant to the Stockholders Agreement, asamended, of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of affiliates isnot necessarily a conclusive determination for any other purposes.As of February18, 2026, there were 40,257,722 shares of Class A common stock outstanding and 2,434,789 shares of Class B common stock DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for its 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form10-K. SHAKE SHACK INC.TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements1 Part I Item 1.BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal Proceedings Part II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities42Item 6.Selected Financial Data44Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations45Item 7A. Quantitative and Qualitative Disclosures About Market Risk64Item 8.Financial Statements and Supplementary Data65Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure112Item 9A. Controls and Procedures112Item 9B. Other Information112Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspec