SCHEDULE: Nathan's Famous Chairman Backs Smithfield Merger

Howard M. Lorber, Executive Chairman of Nathan's Famous, Inc., has agreed to vote his 24.2% stake in favor of the company's merger with Smithfield Foods, Inc.

Summary

• Howard M. Lorber, Executive Chairman, beneficially owns 989,841 shares, representing 24.2% of Nathan's Famous, Inc. common stock as of January 20, 2026.
• The company entered into a Merger Agreement on January 20, 2026, with Smithfield Foods, Inc. and Boardwalk Merger Sub Inc., where Nathan's Famous will continue as the surviving corporation and become a subsidiary of Smithfield.
• Mr. Lorber, along with Lorber Alpha II LP and Lorber Gamma LP, signed a Voting Agreement to support the merger, committing to vote their shares in favor of the Merger Agreement and against any alternative acquisition proposals.
• Changes in Mr. Lorber's ownership since July 10, 2013, include the acquisition of 53,218 shares from stock options and 14,685 shares from restricted stock unit vesting (4,895 shares each on December 8, 2023, 2024, and 2025).
• Dispositions included 46,802 shares for tax obligations, 37,860 shares as gifts, and contributions of 175,000 shares to Lorber Alpha II LP and 20,320 shares to Lorber Gamma LP.

Sentiment

Score: 8

Explanation: The filing announces a definitive merger agreement with a major food company and secures the support of a significant shareholder, indicating a high likelihood of successful completion and positive value realization for shareholders.

Positives

• The company has entered into a definitive Merger Agreement with Smithfield Foods, Inc., indicating a clear strategic direction and potential value realization for shareholders.
• A significant shareholder, Executive Chairman Howard M. Lorber, holding 24.2% of outstanding shares, has committed to vote in favor of the merger, increasing the likelihood of its successful completion.
• The merger provides an exit strategy and potentially a premium for existing shareholders.

Negatives

• The filing does not explicitly detail any negative aspects for the company or its shareholders, as it primarily concerns a merger agreement and a major shareholder's commitment to it.
• Mr. Lorber's direct shareholdings have seen dispositions due to tax withholdings, gifts, and contributions to limited partnerships, which reduce his direct stake, though he retains control over the LP shares.

Risks

• The Voting Agreement can terminate under several conditions, including the termination of the Merger Agreement, an adverse recommendation change by the Company Board, or amendments to the Merger Agreement that reduce consideration or extend the end date beyond October 20, 2026.
• Failure to obtain Company Stockholder Approval could impede the merger, though the Voting Agreement addresses this by allowing for adjournment of the Stockholders' Meeting.
• Customary transfer restrictions apply to the Lorber Signatories' shares until the Voting Agreement terminates, limiting their liquidity.

Future Outlook

The primary future outlook is the consummation of the merger between Nathan's Famous, Inc. and Smithfield Foods, Inc., which will result in Nathan's Famous becoming a subsidiary of Smithfield. The Voting Agreement ensures a significant shareholder's support for this transaction.

Management Comments

• Mr. Lorber exercises voting power and dispositive power over the shares of Common Stock held by Lorber Gamma LP and Lorber Alpha II LP.
• Mr. Lorber is the managing member of both Lorber Alpha II, LLC and Lorber Gamma, LLC.
• Mr. Lorber disclaims beneficial ownership of 22,550 shares of Common Stock held by Lorber Charitable Fund.

Industry Context

This announcement signifies a potential consolidation within the food industry, specifically in the branded food products sector. Acquisitions by larger entities like Smithfield Foods (a major pork producer and food company) of established brands like Nathan's Famous are common strategies for market expansion, brand portfolio diversification, and achieving synergies. It reflects a trend where strong regional or niche brands are integrated into larger corporate structures to leverage broader distribution networks and operational efficiencies.

Corporate Governance

Related Party Transactions

• Howard M. Lorber contributed 175,000 shares of Common Stock to Lorber Alpha II LP and 20,320 shares to Lorber Gamma LP, entities over which he exercises voting and dispositive power as managing member of their general partners.
• Mr. Lorber disclaims beneficial ownership of 22,550 shares held by Lorber Charitable Fund, where his family members serve as directors and executive officers.

Stakeholder Impact

• Shareholders: Likely to receive a premium for their shares upon completion of the merger, but will no longer hold shares in an independent publicly traded Nathan's Famous.
• Management/Employees: Nathan's Famous will become a subsidiary, which could lead to changes in management structure or operational integration, though the filing does not detail specific impacts.
• Creditors: The merger could alter the credit profile of Nathan's Famous as it becomes part of a larger entity, potentially affecting existing debt covenants or future financing terms.

Next Steps

• Stockholders' Meeting to vote on the adoption of the Merger Agreement.
• Consummation of the Merger, with Nathan's Famous becoming a subsidiary of Smithfield Foods, Inc.

Key Dates

Recommendation

The filing details a definitive merger agreement and a major shareholder's commitment to vote in favor. For investors, the primary action would be to hold shares until the merger is completed to receive the agreed-upon consideration, assuming the offer price is attractive. A 'buy' recommendation would typically precede the announcement, while 'sell' would be if the offer is deemed insufficient or if there's a belief the merger won't close. Given the strong insider support, holding for the merger completion is a reasonable strategy.

Keywords

Nathan's Famous, Smithfield Foods, Merger Agreement, Voting Agreement, Howard Lorber, SEC Filing, Acquisition, Common Stock, Shareholder Vote, Corporate Governance