Nathan's Famous, Inc. became a wholly-owned subsidiary of Smithfield Foods, Inc. on October 26, 2026, following the completion of a merger previously announced in January. The transaction, detailed in a Form 8-K filed with the U.S. Securities and Exchange Commission, marks the end of Nathan's status as a public company on the NASDAQ Global Market.
Under the terms of the Merger Agreement dated January 20, 2026, Boardwalk Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Smithfield, merged with and into Nathan's Famous. Nathan's continued as the surviving corporation but lost its independent listing. Each share of Nathan's common stock, with a par value of $0.01 per share, that was issued and outstanding immediately prior to the effective time of the merger was canceled and ceased to exist. In exchange, shareholders received $102.00 in cash per share, without interest and less any applicable withholding taxes.
The cash consideration applied to all shares except those owned by stockholders who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law or shares subject to specific exclusions in the Merger Agreement. Outstanding stock options held by employees were converted into the right to receive a cash payment. This amount was calculated by multiplying the excess of the $102.00 merger consideration over the option's exercise price by the number of shares issuable upon exercise. Similarly, outstanding restricted stock units (RSUs) were deemed fully vested, with performance-based awards valued at target levels, and canceled in exchange for cash equal to the number of shares subject to the RSUs multiplied by the $102.00 merger consideration. Dividend equivalents earned before the effective time are to be paid in cash as soon as administratively practicable.
The completion of the merger also triggered the termination of Nathan's credit agreement dated July 10, 2024. The agreement was between Nathan's Famous, its subsidiary guarantors, various lenders, and Citibank, N.A., which served as administrative agent, swingline lender, issuing lender, and a lender. Upon termination on the closing date, all outstanding obligations for principal, interest, and fees under the credit agreement were paid in full. All guarantees related to the facility were released and terminated, along with all outstanding commitments to issue letters of credit.
Smithfield Foods, a Virginia corporation, acted as the parent company in this transaction. Nathan's Famous is incorporated in Delaware and maintains its principal executive offices at One Jericho Plaza in Jericho, New York. The company's common stock previously traded under the ticker symbol NATH on the NASDAQ Global Market. The Form 8-K filing incorporates by reference the Merger Agreement, filed as Exhibit 2.1, which contains the complete terms and conditions of the transaction.