Nathan's Famous Inc 2025年度报告

516-338-8500 Securities registered pursuant to Section12(g) of the Act: None 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 such filingrequirements 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 ofRegulation 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 anemerging 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: Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew 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 that preparedor 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 26, 2025- was approximately $310,117,000, which value, solely for the purposes ofthis calculation excludes shares held by the registrant’s officers and directors. Such exclusion shall not be deemed a determination by registrant that all suchindividuals are, in fact, affiliates of the registrant. As of June 5,2026, there were outstanding 4,094,405 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 fromthe registrant’s definitive proxy statement for the 2026Annual Meeting of Shareholders which is expected to be filed pursuant to Regulation 14A of theSecurities Exchange Act of 1934 no later than 120 days after the conclusion of Nathan Famous, Inc.’s fiscal year ended March 29, 2026. TABLE OF CONTENTS PART I Page Item 1.Business.4Item 1A.Risk Factors.20Item 1B.Unresolved Staff Comments.35Item 1C.Cybersecurity.35Item 2.Properties.36Item 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.54 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, asamended and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. You can