Nathan's Famous Inc.

10/26/2026 | Press release | Distributed by Public on 10/26/2026 14:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GENSON BRIAN S
2. Issuer Name and Ticker or Trading Symbol
NATHANS FAMOUS, INC. [NATH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6000 ISLAND BLVD
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026
(Street)
AVENTURA, FL 33160
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/26/2026 D 7,042 D (1) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $74.47 10/26/2026 D 15,000 (2) 08/19/2029 Common Stock, par value $0.01 per share 15,000 $102 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GENSON BRIAN S
6000 ISLAND BLVD
AVENTURA, FL 33160
X

Signatures

/s/ Brian Genson 10/26/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On October 26, 2026, Nathan's Famous Inc., a Delaware corporation (the "Company"), consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated January 20, 2026 (the "Merger Agreement"), by and among the Company, Smithfield Foods, Inc., a Virginia corporation ("Parent") and Boardwalk Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and automatically converted into the right to receive $102.00 in cash, without interest and less any applicable withholding tax, under the terms and subject to the conditions set forth in the Merger Agreement.
(2) The Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal to $412,950, representing the difference between the exercise price of the Option and $102.00, multiplied by the aggregate number of shares of Common Stock that were issuable upon exercise of the Option.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Nathan's Famous Inc. published this content on October 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 26, 2026 at 20:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]