Nathan's Famous Inc.

10/26/2026 | Press release | Distributed by Public on 10/26/2026 14:58

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LORBER HOWARD M
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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O NATHAN'S FAMOUS, INC., ONE JERICHO PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026
(Street)
JERICHO, NY 11753
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 719,521 D (1) 0 D
Common Stock 10/26/2026 D 20,320 D (1) 0 I(3) Lorber Gamma LP
Common Stock 10/26/2026 D 250,000 D (1) 0 I(4) Lorber Alpha II LP
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Restricted Stock Units (1)(2) 10/26/2026 D 20,000 (2) (2) Common Stock 20,000 $102 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LORBER HOWARD M
C/O NATHAN'S FAMOUS, INC.
ONE JERICHO PLAZA
JERICHO, NY 11753
X X Executive Chairman

Signatures

/s/ Howard M. Lorber 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 (the "Merger Consideration").
(2) Pursuant to the Merger Agreement, immediately prior to the Closing, each outstanding restricted stock unit ("RSUs") award was deemed to have been earned and became fully vested, and was canceled and extinguished as of the Closing and, in exchange, each former holder of any such Company RSU had the right to receive from Parent or the Surviving Corporation an amount in cash equal to the product obtained by multiplying the number of shares of Common Stock subject to such Company RSU by the Merger Consideration.
(3) Represents shares owned by the Lorber Gamma LP (the "Lorber LP"). Mr. Lorber serves as the Managing Member of the Lorber LP's general partner and as such has voting and dispositive power with respect to such shares.
(4) Represents shares owned by the Lorber Alpha II LP (the "Lorber II LP"). Mr. Lorber serves as the Managing Member of the Lorber II LP's general partner and as such has voting and dispositive power with respect to such shares.
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.
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