SFD

Business Context and Reporting Period

Company: Smithfield Foods, Inc. (SFD)
Filing Type: Form 8-K (Current Report)
Date of Report: January 20, 2026
Event: Entry into a Material Definitive Agreement to acquire Nathan's Famous, Inc.

Key Financial Metrics and Transaction Terms

This filing details a merger agreement rather than periodic financial results. Key financial terms include:

• Per Share Merger Consideration: $102.00 in cash for each outstanding share of Nathan's common stock.
• Equity Treatment: Nathan's stock options will be converted to cash based on the excess of the merger consideration over the exercise price. Restricted Stock Units (RSUs) will be fully vested and converted to cash.
• Dividends: Nathan's is permitted to declare and pay up to two regular quarterly cash dividends of $0.50 per share prior to closing.
• Termination Fees:
  • Break Fee (Nathan's to Smithfield): $10,581,814 payable if the deal is terminated due to a change in recommendation, failure to obtain stockholder approval, or expiration of the end date (subject to a Superior Proposal).
  • Reverse Termination Fee (Smithfield to Nathan's): $7,407,270 payable if the deal is terminated due to a CFIUS denial or failure to obtain CFIUS clearance after the end date.

Note: The filing does not provide Smithfield's current revenue, profit, cash flow, or debt metrics.

Material Changes and Transaction Structure

Smithfield has entered into an Agreement and Plan of Merger with Nathan's Famous, Inc. and Boardwalk Merger Sub Inc. (a wholly-owned subsidiary of Smithfield). Upon closing:

• Merger Sub will merge with and into Nathan's.
• Nathan's will become a wholly-owned subsidiary of Smithfield and cease to be publicly traded.
• The transaction has been approved by the boards of directors of both Smithfield and Nathan's.
• A Voting Agreement has been signed with Nathan's directors and certain stockholders holding approximately 29.9% of outstanding shares to vote in favor of the merger.

Guidance, Outlook, Risks, and Contingencies

Conditions to Closing: The merger is subject to several conditions, including:

• Approval by Nathan's stockholders.
• Expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
• Obtaining CFIUS (Committee on Foreign Investment in the United States) clearance.
• Accuracy of representations and warranties and absence of a Material Adverse Effect.

Timeline:

• Nathan's must file a preliminary proxy statement within 45 days of the agreement date.
• The stockholder meeting must be held no more than 30 days after the definitive proxy is mailed.
• The "End Date" for the transaction is June 22, 2026, extendable to October 20, 2026.

Risks and Contingencies:

• Failure to obtain required regulatory approvals (Antitrust/CFIUS).
• Failure to obtain stockholder approval.
• Receipt of a Superior Proposal leading to termination.
• Integration challenges and diversion of management time.
• Potential litigation or unexpected costs.

Investor Verification Checklist

• Verify the status of CFIUS clearance and antitrust review, as these are explicit closing conditions.
• Monitor the filing of the definitive Proxy Statement and the scheduled date for the Nathan's stockholder meeting.
• Review the Voting Agreement to confirm the commitment of the 29.9% block of shares.
• Assess the impact of the $102.00 per share cash consideration on Smithfield's liquidity and capital structure (details not in this filing).
• Watch for any announcements regarding a "Superior Proposal" that could trigger the $10.6 million termination fee.