SMPL 10-K & 10-Q changes, risk factors and insider trading

Consumer perceptions of the nutritional profile of our products and related eating practices may shift. Consumers may also no longer perceive products with fewer carbohydrates, higher levels of protein, higher levels of fat, or additional fiber or which contain alternative sweeteners as healthy or needed to achieve personal weight management, wellness, lifestyle, or fitness goals. Adverse messaging in the media, including social media, or within certain influencer communities, relating to the marketing of nutritional snacking products or weight-related dietary programs may adversely affect the overall consumer impression of certain products, programs or brands, which may materially and adversely affect our business. Approaches regarding nutritional approachesNutritional and healthy lifestyleslifestyle approaches are the subject of numerous studies and publications, often with differentiating views and opinions, some of which may be adverse to us. Conflicting scientific information on what constitutes good nutrition, or the benefits of certain dietary approaches may also materially and adversely affect our business. Our success depends, in part, on our ability to advance sound nutrition research and to anticipate the tastes and dietary habits of consumers and other consumer trends and to offer products with marketing that appeals to their needs and preferences on a timely and affordable basis. A change in consumer discretionary spending, due to inflationary pressures, economic downturn or other reasons may also materially and adversely affect our sales, and our business, financial condition and results of operations.

Our business is committed to providing people a more nutritious way to eat. We compete in the nutritional snacking industry, which is included in the general snack foods industry. The nutritious snacking industry is large and intensely competitive. Competitive factors in the nutritional snacking industry include product quality, taste, texture, brand awareness among consumers, nutritional content, the sourcing and degree of processing of ingredients, innovation of “on-trend” snacks, variety of snacks offered, allergen profile, grocery aisle placement, access to retailer shelf space, price, advertising and promotion, perceived level of protein to calorie ratio, price per gram of protein, and product packaging and package design. We compete in this market against numerous multinational, regional and local companies principally based on our nutritional content, product taste and quality, our brand recognition and loyalty, marketing, advertising, price and the ability to satisfy specific consumer dietary needs. An increasing focus on macronutrient-focused products in the marketplace will likely increase these competitive pressures within the category in future periods.

Our competitors in the nutritional snacking industry include companies selling protein bars, chips, confections, shakes and nutritional supplements often with a focus on specific dietary approaches such as keto, paleo, vegan, gluten free, vegetarian and others. Views towards nutritional snacking, weight loss and management, and other nutritional approaches, are cyclical and trendy, with constantly changing consumer perceptions. Besides remaining competitive through the quality of our products and consumer perceptions of the effectiveness of a low-carb, low-sugar and protein-rich eating approach, both our brands must continue to be viewed favorably, or our business and reputation may be materially and adversely affected. If other nutritional approaches become more popular, or are generally perceived to be more effective, we may not be able to compete effectively. In addition, public opinion on the use of chronic weight management medication continues to shift significantly as the popularity of clinical solutions grows and more weight management medications are approved by the FDA. Moreover, the growing acceptance and use of medication to manage weight could negatively affect the demand for many types of food in general and our products. If the use of weight management medication becomes more popular and more widely used and we are unable to communicate effectively to consumers how our products can support achieving or maintaining their weight management goals, our business could be materially and adversely affected.

Our operations are dependent on a global supply chain and the effects on us or our suppliers of supply chain constraints and inflationary pressurepressures, onincluding us,those orrelated ourto supplierstariffs, could adversely affect our operating results.

Our operations and the operations of our contract manufacturers have been, and may continue to be, affected by supply chain constraints and packaging, ingredient and labor challenges resulting in increased costs. The continuing uncertain economic environment,environment and macroeconomic and geopolitical events and trends may increase or prolong these risks. In addition, current or future governmental policies or regulationsregulations, which include the imposition of tariffs, or the effects on certain ingredients resulting from climate change or regulations associated with combating climate change may increase the risk of further inflation, which could further increase the costs of ingredients, packaging and finished goods for our business. Similarly, if costs of goods and labor continue to increase, our suppliers may continue to seek price increases from us. These circumstances have resulted in negative effects on our results of operations. If we cannot mitigate the effect of supply chain constraints and inflationary pressure through price increases or cost saving measures, our results of operations and financial condition could be further negatively affected.

Even if we can raise the prices of our products, consumers might react negatively to these price increases, which could have a material adverse effect on, among other things, our brands, reputation, and sales. If our competitors maintain or lower their prices while we raise prices, we may lose customers or the purchase frequency of our products may slow, which would both adversely affect sales. Our profitability may be negatively affected by higher costs, inadequate pricing or a reduction in purchase frequencies of our products, which may negatively affect gross margins and sales. Even though we continue to work to alleviate supply chain constraints through various measures, we cannot predict the effect of these constraints on the timing of revenue and operating costs of our business in the near future. Supply chain challenges and supply chain constraints relating to ingredients, freight and packaging, including cost inflation,inflation in general and as related to tariffs, have negatively affected our gross margins and profitability in the past and may continue to have a negative effect on our future operating results and profitability. In addition, prolonged unfavorable economic conditions, including because of recession or slowed economic growth, labor strikes, or public health outbreaks, endemics or pandemics, may have an adverse effect on our sales and profitability.

Our success depends, largely, on our ability to implement our growth strategies effectively. However, we may fail to accomplish this. We expect to continue focusing on nutritional snacking and intend to add additional brands to our product portfolio, such as OWYN, which we acquired during fiscal year 2024.portfolio. Our ability to expand successfully our nutritional snacking brands and other growth strategies depends on, among other things, our ability to identify, and successfully cater to, new demographics and consumer trends, develop new and innovative products, identify and acquire additional product lines and businesses, secure shelf space in grocery stores, wholesale clubs and other retailers, increase consumer awareness of our brands, enter into distribution and other strategic arrangements with third-party retailers and other potential distributors of our products, and compete with numerous other companies and products.

If we cannot identify and capture new audiences and demographics for our brands, our ability to integrate additional brands successfully will be adversely affected. We may also not succeed in evolving our advertising and other efforts to appeal to our target consumers. Accordingly, we may not be able to successfully implement our growth strategies, expand the number of our brands, or continue to maintain growth in our sales at our current rate, or at all. If we fail to implement our growth strategies or if we invest resources in growth strategies that ultimately prove unsuccessful, our sales and profitability may be negatively affected, which would materially and adversely affect our business, financial condition and results of operations.

The nutritional snacking industry is subject to rapid and frequent changes in consumer demands. Because consumers are constantly seeking new products and strategies to achieve their healthy eating goals, our success relies heavily on our ability to continue to enhance our brand recognition amongst consumers, develop and market new and innovative products and extensionsextensions, and effectively inform consumers of these new products. New product sales represent a growing and important portion of our net sales. To respond to new and evolving consumer demands, achieve market acceptance and keep pace with new nutritional, scientific, technological and other developments, we must constantly introduce new and innovative products into the market, some of which may not be accepted by consumers, may be sent to market prematurely, or may contravene our or consumers’ taste or texture standards. Accordingly, we may fail in timely developing, introducingintroducing, or marketing any new or enhanced products. If we cannot commercialize new products, our revenue may not grow as expected, which would materially and adversely affect our business, financial condition and results of operations.

Our results depend on our ability to drive revenue growth, in part, by maintaining and expanding the distribution channels for our products. Our ability to do so may be limited by an inability to secure new retailers or maintain or add shelf and retail space for our products. Shelf and retail space for nutritional snacks is limited and subject to competitive and other pressures. There can be no assurance that retailers will provide sufficient, or any, shelf space, nor that online retailers will provide online access to, or adequate product visibility on, their platform to enable us to meet our growth objectives. Recently, the Atkins brand has seen a reduction of retailer shelf space and total points of distribution, which has, and we expect to continue to have, a negative effect on Atkins’ net sales.

Negative information, including inaccurate information, about us on social media or online applications that report on the nutritional value of products may harm our reputation and brands, which could have a material and adverse effect on our business, financial condition and results of operations.

There has been a marked increase in using social media platforms and similar channels and online applications that provide individuals with access to a broad audience of consumers and other interested persons.persons and access to commentary or ratings on the nutritional value of products. The availability of this information on social media platforms is virtually immediate, as is its effect. Many social media platforms provide the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. In addition, many online applications that provide ratings of the nutritional value of products present their ratings with a particular viewpoint that may not be understood by consumers. The opportunity for dissemination of information, including inaccurate information, is potentially limitless. Information about our business and/or products may be circulated on such platforms or through such applications at any time. Negative views regarding our products and the efficacy of our eating approaches have been posted on various social media platforms,platforms and ranking applications, may continue to be posted in the future, and are out of our control. Regardless of their accuracy or authenticity, such information and views may be adverse to our interests and may harm our reputation and brands. The harm may be immediate without affording an opportunity for redress or correction. Ultimately, the risks associated with any such negative publicity cannot be eliminated or completely mitigated and may materially and adversely affect our business, financial condition and results of operations.

To remain competitive and expand and keep shelf placement for our products, we may need to increase our marketing and advertising spending to maintain and increase consumer awareness, protect and grow our existing market share or promote new products, which could affect our operating results. Substantial advertising and promotional expenditures may be required to maintain or improve the market position of our brands or to introduce new products to the market. WeWe, along with participants in our industryindustry, are increasingly engaging with non-traditional and evolving media channels, including consumer outreach through social media and web-based communications, which may not prove successful. An increase in our marketing and advertising efforts may not maintain our current reputation or lead to increased awareness for our brands. Moreover, we may not maintain current awareness of our brands due to any potential fragmentation of our marketing efforts as we continue to focus primarily on a low-carb, low-sugar and protein-rich nutritional approach for everyday snacking consumers. In addition, as media becomes increasingly fragmented, with consumers viewing media more and more through a variety of different platforms, channels and devices such as mobile devices and online streaming and less from traditional broadcast and cable television outlets, our costs to reach a comparable number of target consumers for our advertising activities has increased.

We also consistently evaluate our product lines to determine whether to redesign or discontinue certain products. Redesigning or discontinuing products may increase our profitabilityprofit margin but could reduce our sales and cause consumers to shop other brands. The reformulation or discontinuation of product lines may have an adverse effect on our business, financial condition and results of operations.

The actual or perceived effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern, such as COVID-19, could negatively affect our operations, liquidity, financial condition and results of operations.

The spread of pandemics, epidemics or disease outbreaks such as COVID-19 may also disrupt our third-party business partners’ ability to meet their obligations to us, which may negatively affect our operations. These third parties include those who supply our ingredients, packaging, and other necessary operating materials, contract manufacturers, distributors, and logistics and transportation services providers. ForAs example,a the operationsresult of severalsuch ofevents, our contract manufacturers were affected by the COVID-19 pandemic’s effect on the availability of labor. Portsports and other channels of entry may be closed or operate at only a portion of capacity, as workers may be prohibited or otherwise unable to report to work and means of transporting products within regions or countries may be limited for the same reason. BecauseFor example, the operations of several of our contract manufacturers were affected by the COVID-19 pandemic’s effect during fiscal years 2020 and 2021 on the availability of labor. During the COVID-19 pandemic, transport restrictions were put in place and global supply was constrained, each of which caused price increases or shortages of certain ingredients and raw materials used in our products. Further, our contract manufacturers’ ability to manufacture our products was, and may again in the future be, impaired by disruption to their employee staffing, procurement, manufacturing, or warehousing capabilities because of COVID-19health pandemics, epidemics or similardisease outbreaks.

Our results of operations depend on, among other things, our ability to maintain and increase sales volume with our existing customers, to attract new consumers and to provide products that appeal to consumers at prices they are willing and able to pay. Our ability to implement our innovation, advertising, display and promotion activities designed to maintain and increase our sales volumes on a timely basis may be negatively affected because of modifications to retailer shelf reset timing or retailer pullback on in-store display and promotional activities during pandemic or similar situations. Retailers may also alter their normal inventory receiving and product restocking practices during pandemics, epidemics or disease outbreaks such as COVID-19,outbreaks, which may negatively affect our business.

Workforce limitations and travel restrictions resulting from pandemics, epidemics or disease outbreaks such as COVID-19 and related government actions may affect many aspects of our business. If a significant percentage of our workforce cannot work or we cannot visit our contract manufacturers’ locations, including because of illness, travel or government restrictions related to pandemics or disease outbreaks, our operations may be negatively affected. In addition, pandemics or disease outbreaks could cause a widespread health crisis that could adversely affect the economies and financial markets of many countries where we offer products, resulting in an economic downturn that could affect customers’ and consumers’ demand for our products.

Ingredient and packaging costs are volatile and may rise significantly,significantly for a variety of reasons, many of which are outside our control, which may negatively affect the profitability of our business.

We source ingredients and packaging from a variety of vendors and suppliers, including domestic and international sources. We negotiate the prices for large quantities of core ingredients, such as nuts, protein, fiber and packaging materials. Several ingredients are farmed or manufactured outside of the United States. Costs of ingredients and packaging are volatile and can fluctuate due to conditions difficult to predict, including global competition for resources, fluctuations in currency and exchange rates, weather conditions, the effects of climate change, natural or man-made disasters, consumer demand, geopolitical events, and changes in governmental tradetrade, including the imposition of tariffs in the United States, and agricultural programs and environmental regulations affecting the production or manufacturing of ingredients and packaging. Volatility in the prices of the core ingredients and other supplies we purchase increased in recent fiscal years and, while these price increases have begun to moderate for some core ingredients and other supplies, we experienced increased costs for certain core ingredients and supplies during fiscal year 2026. We also anticipate increases in the cost of certain core ingredients and supplies during fiscal year 2025.2026. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Business Trends.”

We do not use hedges for availability of any core ingredients or packaging. Any material upward movement in core ingredient or packaging pricing could negatively affect our margins if we cannot find efficiencies or pass these costs on to our consumers. If we are unsuccessful in managing our ingredient and packaging costs, if we cannot increase our prices to cover increased costscosts, or if such price increases reduce our sales volumes, then such increases in costs will materially and adversely affect our business, financial condition and results of operations.

Certain of our core ingredient contracts have minimum volume commitments that could require purchases without matching revenue during weaker sales periods. Future core ingredient and packaging prices may be affected by new laws or regulations, tariffs, suppliers’ allocations to other purchasers,purchases, interruptions in production by suppliers, natural disasters, volatility in the price of crude oil and related petrochemical products and changes in exchange rates.

The core ingredients used in manufacturing our products include nuts, protein and fiber. We rely on a limited number and in certain cases single third-party suppliers to provide theseour core ingredients, a portion of which are international companies. There may be a limited market supply of any of theseour core ingredients. Any disruption in supply could materially and adversely affect our business, particularly our profitability and margins. Events that adversely affect our suppliers could impair our ability to obtain core ingredient inventories in the quantities desired. Such events include problems with our suppliers’ businesses, finances, labor relations, sustainability concerns, evolving applicable environmental regulations, ability to import core ingredients, delays in imported core ingredients being processed through local customs, costs, production, insurance, reputation and weather conditions during growing, harvesting or shipping, including flood, drought, frost and earthquakes, man-made disasters or other catastrophic occurrences, and geopolitical events such as the continuing conflict between Ukraine and Russia.

Our financial performance depends largely on our ability to purchase core ingredients and packaging in sufficient quantities at competitive prices. We may not have continued supply, pricing or exclusive access to core ingredients and packaging from these sources. Any of our suppliers could discontinue or seek to alter their relationships with us. We may be adversely affected by increased demand for our specific core ingredients, a reduction in the overall supply of required core ingredients, suppliers raising their prices, and increases in the cost of packaging and distributing core ingredients. We may not be able to identify and qualify new suppliers of core ingredients promptly, which could adversely affect our ability to make timely deliveries of products. Additionally, we may be adversely affected if suppliers stop selling to us or enter into arrangements that impair their abilities to provide us with core ingredients and packaging.

If having our products available for consumer purchase through our retail customers is disrupted for any reason, including because of an inability to obtain ingredients or packaging, labor challenges at our logistics providers or our contract manufacturers, or if our customers experience delays in stocking our products in their locations, we willmay experience a reduction in sales at retail and our results of operations could be material and adversely affected.

We may be subject to claims or lawsuits, including class actions lawsuits (which couldmay significantly increase any adverse settlements or rulings) or judgments, resultingresult in liability for actual or claimed injuries, illnessillness, death, damages, or death.reimbursements. Any of these events could materially and adversely affect our business, financial condition and results of operations. Whether or not a claim or lawsuit is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illnessillness, injury, or injurydamages could adversely affect our reputation with existing and potential consumers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our available insurance or by any rights of indemnity or contribution we may have against others. We maintain product liability insurance in an amount we believe to be adequate. However, we may incur claims or liabilities for which we are not insured or that exceed our insurance coverage. A product liability judgment against us or a product recall could materially and adversely affect our business, financial condition and results of operations.

A substantial amount of our sales are generated from a limited number of retailers. Sales to our largest retailer customer, Walmart Inc., represented approximately 31% of consolidated sales in fiscal year 2024,2025, of whichwith approximately 23% is24% through their mass retail channel and approximately 8% is7% through their Sam’s clubClub and e-commerce channels. Sales to our next largest retailer, Amazon, represented approximately 18% of consolidated sales in fiscal year 2024.2025. No other customer represents more than 10% of sales. Although the composition of our significant retailers may vary from period to period, we expect most of our sales will continue to come from a relatively small number of retailers for the foreseeable future. These retailers may take actions that affect us for reasons we cannot anticipate or control, such as their financial condition, changes in their business strategy or operations, including their inability to meet their labor or other human capital needs, the perceived quality of their products and introducing competing products. There can be no assurance that Walmart or Amazon or our other significant customers will continue to purchase our products in the same quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing. During fiscal year 2025, Walmart reduced the number of Atkins products it carries in its stores and in the future may continue to reduce the total assortment of Atkins products it carries.

For our U.S. operations, we utilize distribution centers in Greenfield, Indiana, Greenwood, Indiana, Romeoville, Illinois and Hackettstown, New Jersey.Indiana. A substantial portion of our inventory is shipped directly to our retailers from these centers by a third-party logistics provider. Most of our other customers pick-up their orders at our distribution centers and arrange for delivery to their fulfillment network. A small percentage of our customers are shipped certain products directly from a co-manufacturing location. We rely significantly on the orderly operation of our distributions centers and logistics providers. If complications arise, a particular facility is damaged or destroyed or if either our third-party logistics partners or our customers who transport their own orders to their fulfillment network cannot meet their labor or other human capital needs for delivery drivers or other warehouse personnel or if trucking regulations affect current trucking norms (such as a shift to electric vehicles), our ability to deliver inventory timely or cost effectively could be significantly impaired, which could materially and adversely affect our business because of lost consumer purchases at retail thereby negatively affecting our operations.

As part of our strategic initiatives, we intend to pursue acquisitions or joint ventures, such as the OWYN Acquisition we completed during fiscal year 2024.ventures. Our acquisition strategy is based on identifying and acquiring brands with products that complement our existing products and identifying and acquiring brands in new categories and new geographies to expand our platform of nutritional snacks and potentially other food products. Although we regularly evaluate multiple acquisition candidates, we cannot be certain that we can successfully identify suitable acquisition candidates, negotiate acquisitions of identified candidates on favorable terms, or integrate acquisitions we complete.

We may not realize the expected benefits of acquisitions, including the OWYN acquisitionacquisition, because of integration difficulties and other challenges.

We have historically seen growth in our business through acquisitions of complementary products and businesses. For example, we completed the OWYN Acquisition in June 2024. The success of acquisitions, including the OWYN acquisitionacquisition, will depend, in part, on our ability to realize all or some of the anticipated benefits from integrating OWYN’sthese businessacquired businesses with our existing businesses.business. The integration process may be complex, costly and time-consuming. The difficulties of integrating the operations of OWYN’san businessacquired include,business, including OWYN, consist of, among others:

•possible inconsistencies in standards, controls, procedures and policies, and compensation structures between OWYN’sthe acquired structure and our structure;

•operating risks inherent in OWYN’sthe acquired company’s business and our business;

We may not be able to maintain the levels of net sales, earnings or operating efficiency that each company had achieved historically or might achieve separately. In addition, we may not accomplish the integration of OWYN’san acquired business smoothly, successfully or within the anticipated costs or timeframe. If we experience difficulties with the integration process, the anticipated benefits of the acquisition may not be realized fully, or at all, or may take longer to realize than expected.

Conflicts between state and federal law regarding definitions of our core ingredients, and labeling requirements, may lead to non-compliance with state and local regulations. For example, certain states may maintain narrower definitions of certain ingredients, and more stringent labeling requirements,requirements of whichthat we are unaware.unable to timely implement, or which may cause confusion for consumers. Any non-compliance at the state or local level or resulting from confusion or decrease in appeal with consumers could materially and adversely affect our business, financial condition and results of operations.

There is an additional risk that potential litigation may lead to adverse publicity, consumer confusion, distrust and additional legal challenges for us. Should we become subject to related or additional unforeseen lawsuits, including claims related to our products, labeling or advertising, which may vary under state and federal rules and regulations, consumers may avoid purchasing our products or seek alternative products, even if the basis for the claims against us is unfounded.

Finally, our business could be negatively affected by changes in the U.S. and Canadian political environments, in particular. We operate primarily in the U.S.United and Canada,States, and we ship a large number of products between the U.S. and Canada. Adverse changes to trade agreements, import or export regulations, customs duties or tariffs, including exemptions to customs duties or tariffs by either or both governments may have a negative effect on our business, financial conditions and results of operations.

We source large quantities of our core ingredients from foreign suppliers, and as a result, any material upward movement in foreign exchange rates relative to the U.S. dollar will adversely affect our profitability. Furthermore, the substantial majority of our revenue is generated domestically, while a substantial portion of our third-party manufacturing is completed in Canada. Any U.S. dollar weakness may therefore materially and adversely affect revenue and cash flows while also increasing supply and manufacturing costs.

Our fiscal year ends the last Saturday in August. Our fiscal year 20242025 ended August 31,30, 2024,2025, was a fifty-threefifty-two week period. Our fiscal years 20232024 and 20222023 ended August 31, 2024, and August 26, 2023, were a fifty-three week period and August 27, 2022, respectively, were eacha fifty-two week periods.period, respectively. Our fiscal quarters are comprised of thirteen weeks each, except for fifty-three week fiscal periods for which the fourth quarter is comprised of fourteen weeks, and end on the thirteenth Saturday of each quarter (fourteenth Saturday of the fourth quarter, when applicable). Our fiscal quarters for fiscal 20242025 ended on November 25, 2023, February 24,30, 2024, March 1, 2025, May 25,31, 2024,2025, and August 31,30, 2024.2025.

The Simply Good Foods Company is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements, and other product offerings. The product portfolio we develop, market and sell consists primarily of protein bars, ready-to-drink (“RTD”) shakes, sweet and salty snacks and confectionery products marketed under the Quest, Atkins, and OWYN brand names. We believe Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space.opportunities.

Our nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends: Quest for consumers seeking a variety of protein-rich foods and beverages that also limit sugars and simple carbs, Atkins for those following a low-carb lifestyle, and OWYN for those looking for a plant-based ready-to-drinkfood proteinand shakebeverage offering.option. We distribute our products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, as well as through e-commerce, convenience, specialty, and other channels. Our portfolio of nutritious snacking brands gives us a strong platform with which to introduce new products, expand distribution, and attract new consumers to our products.

ForFollowing the OWYN Acquisition during the fifty-three weeks ended August 31, 2024, following the OWYN Acquisition, weCompany determined ourits operations are organized into two operating segments, Quest and Atkins, and OWYN, due to similar financial, economic and operating characteristics. The operating segments are also similar in the following areas: (a) the nature of the products; (b) the nature of the production processes; (c) the methods used to distribute products to customers, (d) the type of customer for the products, and (e) the nature of the regulatory environment. The Company also designed its organizational structure to support entity-wide business functions across brands, products, customers, and geographic regions. As a result, duringas of the fifty-two weeks ended August 30, 2025, and fifty-three weeks ended August 31, 2024, the Company determined its operations are organized into two operating segments, which were aggregated into one reportingreportable segment.segment Previously,due duringto similar financial, economic and operating characteristics. As of the fifty-two weeks ended August 26, 2023, andthe August 27, 2022, weCompany determined ourits operations were organized into one consolidated operating segment and reportable segment.

Operating expenses. Operating expenses consist primarily of selling and marketing, general and administrative, depreciation and amortization, and business transaction costs.costs, and loss on impairment. The following is a brief description of the components of operating expenses:

•Selling and marketing. Selling and marketing expenses comprise broker commissions, customerconsumer marketing, media and other marketing costs.

•General and administrative. General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support our business, including employee compensation, stock-based compensation, professional services, executive transition costs, integration costs,expense, restructuring costs, insurance and other general corporate expenses.

During the fifty-two weeks ended August 30, 2025, our net sales increased $119.6 million, or 9.0%, to $1,450.9 million compared to net sales of $1,331.3 million for the fifty-three weeks ended August 31, 2024, our net sales increased $88.6 million, or 7.1%, to $1,331.3 million compared to net sales of $1,242.7 million for the fifty-two weeks ended August 26, 2023, driven by Quest and OWYN volume growth, an additional week of activity with fiscal year 2024 having 53 weeks, and the OWYN Acquisition, which more than offset continued softnessdeclines in Atkins netdriven sales.primarily by a reduction of distribution. Gross profit andincreased, driven by higher sales volumes, while gross profit margin improveddecreased dueprimarily as a result of unfavorable commodity expenses compared to higherthe salesprior volumesperiod and lower ingredientgross andprofit packagingmargins costs.of the OWYN business. We expect to see continued growth during fiscal year 2025 bycontinue building on our existing capabilities and strengthening the position of our brands in the marketplace.marketplace, Weand will continue to invest in our business and improve our operating efficiencies as well as proceeding with the integration of OWYN.efficiencies.

A discussion regarding our financial condition and results of operations for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, is presented below. A discussion regarding our financial condition and results of operations for the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023, is presented below. A discussion regarding our financial condition and results of operations for the fifty-two weeks ended August 26, 2023, compared to the fifty-two weeks ended August 27, 2022, can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended August 26,31, 2023,2024, filed with the SEC on October 24,29, 2023.2024.

Comparison of Results for the Fifty-Three Weeks Ended August 31, 2024, and the Fifty-Two Weeks Ended August 26,30, 20232025, and the Fifty-three weeks ended August 31, 2024

Net sales. Net sales of $1,331.3$1,450.9 million represented an increase of $88.6$119.6 million, or 7.1%,9.0%, for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023.2024. The increase in net sales was primarily driven by Quest volume growth and the OWYN Acquisition,volume growth, which contributedmore 2.4% of the increase, and partiallythan offset by continued softnessdeclines in Atkins netdriven sales.primarily by a reduction of distribution.

Cost of goods sold. Cost of goods sold increased $30.5$105.4 million, or 3.9%,12.9%, for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023.2024. The cost of goods sold increase was primarily driven by higher sales volumesvolumes, andprimarily theas effecta result of the non-cashgrowth $3.2for millionQuest inventoryand step-up charge related to the OWYN Acquisition.OWYN.

Gross profit. Gross profit of $511.6$525.7 million increased $58.1$14.2 million, or 12.8%,2.8%, for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023.2024. Gross profit as a percentage of net sales was 36.2% for the fifty-two weeks ended August 30, 2025, a decrease of 220 basis points from 38.4% of net sales for the fifty-three weeks ended August 31, 2024, an increase of 190 basis points from 36.5% of net sales for the fifty-two weeks ended August 26, 2023.2024. The increasedecrease in gross profit margin was primarily driven by lowerunfavorable ingredientcommodity expenses compared to the prior year period and packaginglower costsgross andprofit was partially offset by the effectmargins of the non-cash $3.2 million inventory step-up charge related to the OWYN Acquisition.business.

Operating expenses. Operating expenses increased $56.6$63.8 million, or 22.8%,20.9%, for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023, due to the following:

•Selling and marketing. Selling and marketing expenses increaseddecreased $24.4$9.6 million, or 20.5%,6.7%, for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023.2024. The increasedecrease was primarily related to increasedan investmentsoverall decrease in marketing growth initiatives of $20.1 million and the OWYN Acquisition of $2.1 million.spend.

•General and administrative. General and administrative expenses increased $18.1$26.2 million, or 16.3%,20.2%, for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023.2024. The increase was primarily attributable to an increase of $7.8 million of employee-related costs, $3.9$20.3 million in stock-basedintegration compensation expense, $3.7 millionexpenses related to the OWYN Acquisition, higheran executiveincrease transitionof $8.0 million in employee-related costs, and higher corporate expenses and other costs.costs, partially offset by a decrease in stock based compensation of $3.1 million.

•Depreciation and amortization. Depreciation and amortization expenses were $16.9 million for both the fifty-two weeks ended August 30, 2025, and $17.4 million for the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023, respectively.2024.

•Business transaction costs. Business transaction costs were $0.8 million for the fifty-two weeks ended August 30, 2025, compared to $14.5 million for the fifty-three weeks ended August 31, 2024, and were comprised of expenses related to the OWYN Acquisition, including $5.7 million of transaction advisory fees, $3.4 million of non-deferrable third-party financing costs incurred in connection with the 2024 Incremental Facility Amendment to the Credit Agreement (as defined below), and $5.4 million of legal, due diligence, accounting, and other costs.Acquisition.

Interest income. Interest income increaseddecreased $3.2$1.6 million or 276.5%38.2% to $2.7 million for the fifty-two weeks ended August 30, 2025, compared to $4.3 million of interest income for the fifty-three weeks ended August 31, 2024, compared to $1.1 million of interest income for the fifty-two weeks ended August 26, 2023, primarily due to higherlower cash balances,balances and the increasedecrease in interest rates, and other sources of interest income.rates.

Interest expense. Interest expense decreased $4.0$2.8 million for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023, primarily due to the effect of principal prepaymentspayments reducing the outstanding balance of the Term Facility (as defined below) during a majority of the fiscal year prior to the incremental borrowing made in June 2024.year. Additionally, interest expense related to the amortization of deferred financing costs and debt discount decreased $0.7$0.6 million for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023. Interest expense is expected to increase in fiscal year 2025 as a result of the incremental borrowing to fund in part the OWYN Acquisition.2024.

Gain(Loss) (loss)gain on foreign currency transactions. Foreign currency transactions resulted in an immaterial gainloss and an immaterial lossgain for the fifty-threefifty-two weeks ended August 31,30, 2024,2025, and August 26,31, 2023,2024, respectively. The variance is attributable to changes in foreign currency rates related to our international operations.

Income tax expense. Income tax expense increaseddecreased $4.6$14.5 million for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023.2024. The increasedecrease in our income tax expense is primarily driven by higherlower income from operations and changes in permanent differences.

Adjusted EBITDA. Adjusted EBITDA increased $23.6$9.0 million, or 9.6%,3.4%, for the fifty-two weeks ended August 30, 2025, compared to the fifty-three weeks ended August 31, 2024, compared to the fifty-two weeks ended August 26, 2023, driven primarily by higher gross profit, including contribution from the OWYN Acquisition, partially offset by investments in growth initiatives and higher advertising costs.profit. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.

EBITDA and Adjusted EBITDA are non-GAAP financial measures commonly used in our industry and should not be construed as alternatives to net income as an indicator of operating performance or as alternatives to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP). Simply Good Foods defines EBITDA as net income or loss before interest income, interest expense, income tax expense, depreciation and amortization, and Adjusted EBITDA as further adjusted to exclude the following items: loss on impairment, stock-based compensation expense, executive transition costs, business transaction costs, inventory step-up, integration costs,expenses, term loan transaction fees, and other non-core expenses. The Company believes that EBITDA and Adjusted EBITDA, when used in conjunction with net income, are useful to provide additional information to investors. Management of the Company uses EBITDA and Adjusted EBITDA to supplement net income because these measures reflect operating results of the on-going operations, eliminate items that are not directly attributable to the Company’s underlying operating performance, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics the Company’s management uses in its financial and operational decision making. The Company also believes that EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry. EBITDA and Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in the non-GAAP calculation.

The following unaudited table provides a reconciliation of EBITDA and Adjusted EBITDA to its most directly comparable GAAP measure, which is net income, for the fifty-two weeks ended August 30, 2025, and fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 20232024:

Our material future cash requirements from contractual and other obligations relate primarily to our principal and interest payments for our Term Facility, as defined and discussed below, and our operating and finance leases. Refer to Note 7, Long-Term Debt and Line of Credit, and Note 10, Leases, of the Consolidated Financial Statements included in Item 8 of this Report for additional information related to the expected timing and amount of payments related to our contractual and other obligations.

On July 7, 2017, wethe Company (through certain of its subsidiaries) entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”). The Credit Agreement at that time provided for (i) a term facility of $200.0 million (“Term Facility”) with a seven-year maturity and (ii) a revolving credit facility of up to $75.0 million (the “Revolving Credit Facility”) with a five-year maturity. Substantially concurrent with the consummation of the business combination which formed the Company between Conyers Park Acquisition Corp. and NCP-ATK Holdings, Inc. on July 7, 2017, the full $200.0 million of the Term Facility (the “Term Loan”) was drawn.

Effective as of the date2025 of the 2024 Incremental FacilityRepricing Amendment, the interest rate per annum for the Initial Term Loans is based on either:

i.A base rate equaling the higher of (a) the “prime rate,” (b) the federal funds effective rate plus 0.50%, or (c) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) applicable for an interest period of one month plus 2.50%1.00% plus (x) 1.50%1.00% margin for the Term Loan or (y) 2.00% margin for the Revolving Credit Facility; or ii.SOFR plus a credit spread adjustment equal to 0.10% for one-month SOFR, 0.15% for up to three-month SOFR and 0.25% for up to six-month SOFR, subject to a floor of 0.50%, plus (x) 2.50%2.00% margin for the Term Loan or (y) 3.00% margin for the Revolving Credit Facility.

In connection with the closing of the 20242025 Incremental FacilityRepricing Amendment, the Company expensed $3.4$0.7 million of non-deferrable third-party financing costs through Business transaction costsGeneral and capitalizedadministrative $1.2expenses millionwithin the Consolidated Statements of third-partyIncome financingand costs.Comprehensive Income.

The OWYN Acquisition was funded through a combination of incremental borrowings under our outstanding Term Facility, totaling $250.0 million, and cash on hand. In the second fiscal quarter of 2025, the Company received a post-closing release from escrow of approximately $1.7 million related to net working capital adjustments, resulting in a total net consideration paid of $280.2 million. Business transaction costs within the Consolidated Statements of Income and Comprehensive Income for the fifty-threefifty-two weeks ended August 31,30, 2024,2025, were $14.5$0.8 million, which included $5.7 million of transaction advisory fees, $3.4 million of non-deferrable third-party financing costs incurred in connection with the 2024 Incremental Facility Amendment to the Credit Agreement, and $5.4 millionconsisted of legal, due diligence, accounting, and other costs.

On October 21, 2022, we announced that our Board of Directors had approved the addition of $50.0 million to our stock repurchase program, resulting in authorized stock repurchases of up to an aggregate of $150.0 million. During the fifty-two weeks ended August 30, 2025, the Company repurchased 1,592,471 shares of common stock at an average share price of $31.95. The Company did not repurchase any shares of common stock during the fifty-three weeks ended August 31, 2024. During the fifty-two weeks ended August 26, 2023, the Company repurchased 546,346 shares of common stock at an average share price of $30.11 per share. During the fifty-two weeks ended August 27, 2022, the Company repurchased 1,720,520 shares of common stock at an average share price of $34.79 per share.

As of August 31,30, 2024,2025, approximately $71.5$20.7 million remained available for repurchases under our $150.0 million stock repurchase program. On October 21, 2025, the Company's Board of Directors approved a $150.0 million increase to its existing stock repurchase program. Refer to Note 12, Stockholders’ EquityEquity, of the Consolidated Financial Statements included in Item 8 of this Report for additional information related to our stock repurchase program.

The following table sets forth the major sources and uses of cash for the fifty-two weeks ended August 30, 2025, and the fifty-three weeks ended August 31, 2024, and August 26, 2023.2024. A discussion regarding the major sources and uses of cash for the fifty-two weeks ended August 27,26, 2022,2023, can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended August 26,31, 2023,2024, filed with the SEC on October 24,29, 2023.2024.

Operating activities. Our net cash provided by operating activities increaseddecreased $44.6$37.2 million to $178.5 million for the fifty-two weeks ended August 30, 2025, compared to $215.7 million for the fifty-three weeks ended August 31, 2024, compared to $171.1 million for the fifty-two weeks ended August 26, 2023.2024. The increasedecrease in cash provided by operating activities was primarily attributable to changes in working capital, comprised of changes in accounts receivable, net, inventories, prepaid expenses, other current assets, accounts payable, andaccrued interest, accrued expenses and other current liabilities, and other assets and liabilities, which are driven by the timing of payments and receipts and seasonalthe building of inventory. Changes in working capital providedconsumed cash of $21.3$32.9 million in the fifty-two weeks ended August 30, 2025, compared to $19.0 million of cash provided in the fifty-three weeks ended August 31, 2024, compareda difference of $51.9 million. Income from operations decreased by $49.7 million to $21.2$156.9 million of cash consumed infor the fifty-two weeks ended August 26,30, 2023,2025, anas improvement of $42.5 million. Income from operations increased by $1.5 millioncompared to $206.5 million for the fifty-three weeks ended August 31, 2024,2024. asThe compareddecrease towas $204.9driven millionby forhigher operating expenses, primarily the fifty-twoloss weekson endedimpairment, Augustand 26,was 2023.partially offset by higher gross profit.

Financing activities. Our net cash used in financing activities was $191.2 million for the fifty-two weeks ended August 30, 2025, compared to the net cash provided by financing activities wasof $115.9 million for the fifty-three weeks ended August 31, 2024,2024. compared to the netNet cash used byin financing activities of $138.5 million for the fifty-two weeks ended August 26,30, 2023.2025, primarily consisted $150.0 million in principal payments on the Term Facility and $50.9 million in repurchases of common stock, which was offset by $12.9 million in proceeds from option exercises. Net cash provided by financing activities for the fifty-three weeks ended August 31, 2024, primarily consisted of $250.0 million of proceeds from the 2024 Incremental Facility Amendment in conjunction with the OWYN Acquisition, partially offset by $135.0 million in principal paymentsprepayments on the Term Facility. Net cash used in financing activities for the fifty-two weeks ended August 26, 2023, primarily consisted of $121.5 million in principal prepayments on the Term Facility and $16.4 million in repurchases of common stock.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.United States of America. While the majority of our revenue, expenses, assets and liabilities are not based on estimates, there are certain accounting principles that require management to make estimates regarding matters that are uncertain and susceptible to change. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which could potentially result in materially different results under different assumptions and conditions. Management regularly reviews the estimates and assumptions used in the preparation of the financial statements for reasonableness and adequacy. Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, of our Consolidated Financial Statements in this filing; however, the following discussion pertains to accounting policies we believe are most critical to the portrayal of its financial condition and results of operations and that require significant, difficult, subjective or complex judgments. Other companies in similar businesses may use different estimation policies and methodologies, which may affect the comparability of our financial condition, results of operations and cash flows to those of other companies.

Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders, including estimates of variable consideration. The most common forms of variable consideration include trade promotions, such as consumer incentives, coupon redemptions and other marketing activities, allowances for unsaleable product, and any additional amounts where a distinct good or service cannot be identified or the value cannot be reasonably estimated. Estimates of variable consideration are made using various information including historical data on performance of similar trade promotional activities, market data from IRI,Circana, and our best estimate of current activity. Revisions can include changes for consideration paid to customers that lack sufficient evidence to support a distinct good or service assertion, or for which a reasonably estimable fair value cannot be determined, primarily related to our assessments of cooperative advertising programs. We review these estimates regularly and make revisions as necessary. Uncertainties related to the estimate of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration. Adjustments to variable consideration have historically been insignificant.

We offer trade promotions through various programs to customers and consumers. Trade promotions include discounts, rebates, slotting and other marketing activities. Trade promotions are recorded as a reduction to net sales with a corresponding reduction to accounts receivable at the time of revenue recognition for the underlying sale. The recognition of trade promotions requires management to make estimates regarding the volume of incentive that will be redeemed and their total cost. These estimates are made using various information including historical data on the performance of similar trade promotional activities, market data from IRI,Circana, and the Company’s best estimates of current activity. Our consolidated financial statements could be materially affected if the actual promotion rates are different from the estimated rates.

On June 13, 2024, we completed the OWYN Acquisition for a cash purchase price of approximately $280.0$281.9 million, subject to certain customary post-closing adjustments. The OWYN Acquisition was accounted for using the acquisition method of accounting prescribed by Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), whereby the results of operations, including the revenues and earnings of OWYN, are included in the financial statements from the date of acquisition. Additionally, assets acquired and liabilities assumed were recognized at their fair values based on widely accepted valuation techniques in accordance with ASC Topic 820, Fair Value Measurements, as of the closing date. Significant judgment is required to determine the fair value of certain tangible and intangible assets. The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount rates. ASC 805 establishes a measurement period to provide companies with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. WeIn expectthe second fiscal quarter of 2025, a measurement period adjustment of $1.7 million was recorded to completegoodwill. theThe final fair value determination of the assets acquired and liabilities assumed aswas sooncompleted as practicable within the measurement period, but notprior to exceed one year from the acquisitiontransaction date.completion, consistent with ASC 805.

For the fifty-two weeks ended August 30, 2025, and the fifty-three weeks ended August 31, 2024, following the OWYN Acquisition, weCompany determined ourits operations are organized into two operating segments, Quest and Atkins, and OWYN, which are aggregated into one reportingreportable segment,segment due to similar financial, economic and operating characteristics. The operating segments are also similar in the following areas: (a) the nature of the products; (b) the nature of the production processes; (c) the methods used to distribute products to customers, (d) the type of customer for the products, and (e) the nature of the regulatory environment. The Company also designed its organizational structure to support entity-wide business functions across brands, products, customers, and geographic regions. Previously,As duringof the fifty-two weeks ended August 26, 2023, andthe August 27, 2022, weCompany determined ourits operations were organized into one,one consolidated operating segment and reportable segment.

We assess goodwill and indefinite-lived intangible assets using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair values of the reporting units or indefinite-lived intangible assets are less than their carrying amounts. The qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance. If we determine that it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying value, a quantitative assessment is performed. Otherwise, no further assessment is required. The quantitative approach compares the estimated fair value of the reporting unit, including goodwill, or the indefinite-lived intangible asset to its carrying amount. The material inputs and assumptions underlying the quantitative assessments of goodwill and intangible impairment are based on operational forecasts derived from expectations of future operating performance, which requirerequires considerable management judgment regarding matters that are uncertain and susceptible to change. Determining the estimated fair value requires multiple Level 3 inputs based on data available at the time of the quantitative assessment including, but not limited to, future revenue projections, discount rates, and royalty rates. Impairment is indicated if the estimated fair value of the reporting unit or indefinite-lived intangible asset is less than the carrying amount, and an impairment charge is recognized for the differential.

During fiscal year 2024, we performed a qualitative assessment in the fiscal third quarter that indicated potential indicators of impairment for the Atkins brand indefinite lived intangible asset. However, based on our quantitative assessment, the asset had an excess fair value well over its respective carrying value, resulting in no impairment. As of the date of our annual impairment assessment, which is the first day of the fourth fiscal quarter, in fiscal years 2024,2025, 20232024 and 2022,2023, we performed qualitative assessments of goodwill and indefinite-lived intangible assets. The qualitative assessments did not identify indicators of impairment,impairment based on the information available at that time, and it was determined that it was more likely than not each reporting unit and indefinite-lived intangible had fair values in excess of their carrying values. Accordingly, no further impairment assessment was necessary, and no impairment charges related to goodwill or indefinite-lived intangibles were recognized in the fifty-three weeks ended August 31, 2024, or the fifty-two weeks ended August 26, 2023, or August 27, 2022. Additionally, we determined there was not a material risk of impairments as of the date of the most recent assessment.

We also have intangible assets that have determinable useful lives, consisting primarily of customer relationships, proprietary recipes and formulas, licensing agreements, and software and website development costs. Costs of these finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are tested for impairment when events or circumstances indicated that the carrying amount may not be recoverable. For the fifty-two weeks ended August 30, 2025, we identified indicators of impairment related to our licensing agreements finite-lived intangible asset. Accordingly, the Company proceeded to conduct a quantitative impairment assessment. Based on our quantitative assessment, the asset had an excess carrying value over its respective fair value, resulting in a loss on impairment. For the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, we did not identify indicators of impairment related to our finite-lived intangible assets, and as such there were no impairments recorded related to finite-lived intangible assets. We alsobelieve determinedthe estimates and assumptions utilized in our impairment assessment are reasonable and are comparable to those that therewould wasbe noused materialby riskother marketplace participants. However, actual events and results could differ substantially from those utilized in our valuations. Significant declines of intangiblefuture impairmentsrevenue relatedprojections toor ourchanges finite-livedof intangibleother assetsassumptions asused in estimating fair values versus those utilized at the time of the dateinitial ofvaluations could result in further impairment charges that could materially affect the mostconsolidated recentfinancial assessments.statements.

During the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, our results of operations were primarily driven by continued distribution-related declines for Atkins and recent velocity-related declines for OWYN, which were partially offset by Quest volume-driven growth. In recent periods, retail distribution for the Atkins brand has been under pressure. The Atkins brand has had, and continues to have, a large retail presence on-shelf, which is being reduced in the current fiscal year and could be reduced in future periods. In response, during the current fiscal year, we arehave been taking actionsaction to bolster the highest performing Atkins products and simultaneously working with retailers to replace lower performing Atkins products with higher performing products. In the second quarter of fiscal year 2026, OWYN experienced poor velocities, including on newly expanded distribution, which willhas resultresulted in distribution-related declines in the current fiscal year and could continue to be reduced in future periods. In response, the Company ishas been taking actions to increase consumer demand to restore velocities and growth for the brand.

The Company’s gross margin was affected by the unfavorable effects of higher commodityinput expenses and tariffscosts compared to the prior year, with productivity a modest offset in the quarter. Margins are expected to remain under pressure until the Company realizes the benefits expected from recently implemented pricing actions, productivity initiatives and other mitigating actions, which are expected to build as the fiscal year progresses. We continue to monitor macroeconomic trends and uncertainties such as consumer and economic uncertainty, key ingredient inflation, supply chain challenges, and the effects of tariffs, which may have adverse effects on net sales and profitability. We are continuing to evaluate these factors and our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts. Economic pressures on customers and consumers, including the challenges of high inflation and the effects of tariffs, may negatively affect our net sales and profitability in the future.

Goodwill and Intangible Assets

As a result of the declinessustained ofdecline netin salesthe Company’s share price and futuredeclines revenuein projectionsthe Company’s market capitalization assessed during the secondthird quarter of fiscal year 2026, the Company identified a triggering event indicating that it was more likely than not that the fair value of both the OWYNgoodwill andreporting Atkinsunit brands and trademarks indefinite-lived intangible assets werewas less than their respectiveits carrying amounts.amount. The Company conducted a quantitative interim goodwill assessment as of the last day of its secondthird quarter, FebruaryMay 28,30, 2026, utilizing ana weighted combination of the discounted cash flow method under the income approach and the guideline public company method under the market approach to estimate the fair value of the intangibleequity assets.of the Company. Based on testing, the respective assets carrying valuesvalue exceededwas theirgreater than its fair values,value, resulting in a loss onan impairment of $187.0$38.0 million forrelated OWYNto and $62.0 million for Atkinsgoodwill during the thirteen and thirty-nine weeks ended FebruaryMay 28,30, 2026. There were no impairment charges related to the Company’s indefinite-lived intangible assetsgoodwill during the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025.

For the twenty-sixthirteen weeksand thirty-nine week periods ended FebruaryMay 28,30, 2026, the Company incurred $4.5$13.5 million and $18.1 million of costs for restructuring activitiesactivities, of which $6.2 million and $6.2 million have been included within Cost of goods sold and $6.2 million and $10.8 million have been included within General and administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss)., respectively. As of FebruaryMay 28,30, 2026, the outstanding restructuring liability was $1.1$12.2 million. Refer to Note 14, Restructuring and Other, of our Notes to Unaudited Consolidated Financial Statements in this Report for additional information regarding restructuring and other activities.

TheDuring the second quarter of fiscal year 2026 the Company has also announced certain future restructuring activities in conjunction with the implementation of the Company’s modified organization design and actions to streamline its operations, which will create a more efficient organization that will continue to support and build its business. These restructuring plans primarily includeincluded workforce reductions, changes in management structure, actions to streamline its operations and other cost savings initiatives. WhileAs earlyof inMay the30, process,2026, the Company expects to incur approximately $15.0$25.0 million, including the $4.5$18.1 million referenced above, in restructuring and other costs, which are to be paid throughout fiscal 2026 and fiscal 2027.

In connection with the restructuring activities, the Company recorded incremental stock-based compensation expense of $1.0 million in connectionthe withsecond quarter of fiscal year 2026 related to the separation of the Company’s prior President and Chief Executive Officer in January 2026. Refer to Note 12, Omnibus Incentive Plan, of our Notes to Unaudited Consolidated Financial Statements in this Report for additional information.

•Loss on impairment. Loss on impairment is comprised of impairment charges related to goodwill and our brands and trademarks indefinite-lived intangible asset.

During the thirteen weeks ended FebruaryMay 28,30, 2026, our net sales decreased 9.4%6.3% to $326.0$357.0 million compared to $359.7$381.0 million for the thirteen weeks ended MarchMay 1,31, 2025, driven by distribution-related declines for Atkins which were partially offset by Quest and velocity-relatedOWYN declinesvolume-driven for OWYN.growth.

Gross profit decreased and gross profit margin decreased 460390 basis points, primarily as a result of unfavorablehigher commodityinput expensescosts and tariffscurrent period restructuring costs compared to the prior period. We expect to continue building on our existing capabilities and strengthening the position of our brands in the marketplace, and will continue to invest in our business and improve our operating efficiencies.

Comparison of Unaudited Results for the Thirteen Weeks Ended FebruaryMay 28,30, 2026, and the Thirteen Weeks Ended MarchMay 1,31, 2025

Net sales. Net sales were $326.0$357.0 million for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to $359.7$381.0 million for the thirteen weeks ended MarchMay 1,31, 2025, representing a decrease of $33.6$24.0 million, or 9.4%,6.3%, driven by distribution-related declines for Atkins which were partially offset by Quest and velocity-relatedOWYN declinesvolume-driven for OWYN.growth.

Cost of goods sold. Cost of goods sold decreased $6.5$1.6 million, or 2.8%,0.6%, for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to the thirteen weeks ended MarchMay 1,31, 2025. The cost of goods sold decrease was driven primarily by the decrease of net sales compared to the prior year period and partially offset by higher input costs and restructuring costs compared to the prior year period.

Gross profit. Gross profit decreased $27.1$22.4 million, or 20.8%,16.2%, to $103.0$116.1 million for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to the thirteen weeks ended MarchMay 1,31, 2025. Gross profit margin was 31.6%32.5% of net sales for the thirteen weeks ended FebruaryMay 28,30, 2026, a decrease of 460390 basis points from 36.2%36.4% of net sales for the thirteen weeks ended MarchMay 1,31, 2025. The decrease in gross profit margin was primarily driven by unfavorablevolume commoditydeclines, expenseshigher input costs, and restructuring costs compared to the prior year period.

Operating expenses. Operating expenses increased $240.9$86.8 million, or 319.5%,109.6%, for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to the thirteen weeks ended MarchMay 1,31, 2025, due to the following:

•Selling and marketing. Selling and marketing expenses decreasedincreased $6.9$5.4 million, or 19.7%,15.9%, for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to the thirteen weeks ended MarchMay 1,31, 2025. The decreaseincrease was primarily relateddriven toby a planned decreaseinvestments in Atkinsour selling capability and increased marketing spend partiallyto offsetsupport bylonger-term increasesbrand forgrowth Quest.and restructuring costs.

•General and administrative. General and administrative expenses decreased $1.1$0.8 million, or 3.2%,1.9%, for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to the thirteen weeks ended MarchMay 1,31, 2025. The decrease was primarily attributable to a decrease of $3.8 million in employee-related costs, a decrease of $1.2$5.2 million in integration expenses related to the OWYN Acquisition, and a decrease of $0.5$1.8 million in termemployee-related loancosts, transactionand fees,lower general corporate expenses, partially offset by an increase of $4.5$6.2 million in restructuring costs primarily related to the separation of the Company’s prior President and Chief Executive Officer.costs.

•Depreciation and amortization. Depreciation and amortization expense was $4.3 million for the thirteen weeks ended FebruaryMay 28,30, 2026, and $4.1$4.2 million for the thirteen weeks ended MarchMay 1,31, 2025, respectively.

•Loss on impairment. Loss on impairment charges were $249.0$82.0 million for the thirteen weeks ended FebruaryMay 28,30, 2026 and zero for the thirteen weeks ended MarchMay 1,31, 2025. Refer to Note 4, Goodwill and Intangibles, for additional information regarding the Company’s impairment assessments.

Interest income. Interest income ofwas $0.9 million increased $0.2$0.7 million for both the thirteen weeks ended FebruaryMay 28,30, 2026,2026 comparedand toMay the thirteen weeks ended March 1,31, 2025.

Interest expense. Interest expense of $5.8 million decreasedincreased $0.5$0.9 million for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to the thirteen weeks ended MarchMay 1,31, 2025, primarily due to thea decreasehigher interm interestloan rates on our Term Facility to 5.7% as of February 28, 2026 from 6.3% as of March 1, 2025.balance.

Gain (loss) on foreign currency transactions. Foreign currency transactions resulted in aan $0.2 millionimmaterial gain for the thirteen weeks ended FebruaryMay 28,30, 2026, and a $0.1$0.3 million loss for the thirteen weeks ended MarchMay 1,31, 2025.

Income tax (benefit) expense. Income tax benefit was $58.3$3.0 million for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to income tax expense of $12.2$13.6 million during the thirteen weeks ended MarchMay 1,31, 2025. The change in our income tax (benefit) expense was primarily driven by lower income from operations,operations and changes in permanent differences, primarily the lossnon-deductible ongoodwill impairment.

Net (loss) income. Net loss was $159.7$52.0 million for the thirteen weeks ended FebruaryMay 28,30, 2026, a decrease of $196.4$93.1 million, compared to net income of $36.7$41.1 million for the thirteen weeks ended MarchMay 1,31, 2025. Net loss was primarily driven by higher operating expenses, primarily the loss on impairment, and was partially offset by lower income tax (benefit) expense and other expense.

Adjusted EBITDA. Adjusted EBITDA decreased $12.5$16.6 million, or 18.4%,22.5%, for the thirteen weeks ended FebruaryMay 28,30, 2026, compared to the thirteen weeks ended MarchMay 1,31, 2025, driven primarily by lower gross profit. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.

Comparison of Unaudited Results for the Twenty-SixThirty-Nine Weeks Ended FebruaryMay 28,30, 2026, and the Twenty-SixThirty-Nine Weeks Ended MarchMay 1,31, 2025

Net sales. Net sales were $666.2$1,023.2 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to $700.9$1,081.9 million for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, representing a decrease of $34.7$58.7 million, or 5.0%,5.4%, driven by the distribution-related declines for Atkins and velocity-related declines for OWYN, which were partially offset by Quest volume-driven growth.

Cost of goods sold. Cost of goods sold increased $13.0$11.4 million, or 2.9%,1.7%, for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. The cost of goods sold increase was driven primarily by higher ingredientinput costs and packagingrestructuring costs compared to the prior year period.

Gross profit. Gross profit decreased $47.7$70.1 million, or 18.3%,17.6%, to $212.9$329.0 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. Gross profit margin was 32.0%32.2% of net sales for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, a declinedecrease of 520470 basis points from 37.2%36.9% of net sales for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. The declinedecrease in gross profit margin was primarily driven by unfavorablehigher commodityinput expensescosts and restructuring costs compared to the prior year period.

Operating expenses. Operating expenses increased $237.4$324.2 million, or 156.9%,140.6%, for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, due to the following:

•Selling and marketing. Selling and marketing expenses decreased $10.2$4.9 million, or 15.0%,4.8%, for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025 The decrease was primarily related to a planned decrease in Atkins marketing spend partially offset by increases for Quest.Quest and OWYN.

•General and administrative. General and administrative expenses decreased $1.2$2.0 million, or 1.6%,1.7%, for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. The decrease was primarily attributable to a decrease of $3.6 million in employee-related costs, a decrease of $2.8$8.0 million in integration expenses related to the OWYN Acquisition, a decrease of $5.4 million in employee-related costs, and lower general corporate expenses, partially offset by an increase of $4.5$10.8 million in restructuring costs primarily related to the separation of the Company’s prior President and Chief Executive Officer,costs, and an increase of $2.3 million in term loan transaction fees.

•Depreciation and amortization. Depreciation and amortization expense was $8.9$13.3 million and $8.3$12.5 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, respectively.

•Business transaction costs. Business transaction costs were zero for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to $0.8 million for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, and were comprised of expenses related to the OWYN Acquisition.2025.

•Loss on impairment. Loss on impairment charges were $249.0$331.0 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026 and zero for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. Refer to Note 4, Goodwill and Intangibles, for additional information regarding the Company’s impairment assessments.

Interest income. Interest income of $1.4$2.1 million decreased $0.1 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025.

Interest expense. Interest expense of $10.1$15.9 million decreased $4.1$3.2 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, primarily due to the decrease in interest rates on our Term Facility to 5.7% as of FebruaryMay 28,30, 2026 from 6.3% as of MarchMay 1,31, 2025.

Gain (loss) on foreign currency transactions. Foreign currency transactions resulted in a $0.1 million gain and an immaterial$0.3 million loss for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, and MarchMay 1,31, 2025, respectively.

Income tax (benefit) expense. Income tax benefit was $49.8$52.7 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to income tax expense of $21.8$35.4 million during the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. The change in our income tax (benefit) expense was primarily driven by lower income from operations,operations and changes in permanent differences, primarily the lossnon-deductible ongoodwill impairment.

Net (loss) income. Net loss was $134.4$186.4 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, a decrease of $209.3$302.4 million compared to net income of $74.9$116.0 million for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. Net loss was primarily driven by higher operating expenses, primarily the loss on impairment, and was partially offset by lower income tax (benefit) expense and other expense.

Adjusted EBITDA. Adjusted EBITDA decreased $26.9$43.5 million, or 19.5%20.5% for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, driven primarily by lower gross profit. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.

The following unaudited table provides a reconciliation of EBITDA and Adjusted EBITDA to its most directly comparable GAAP measure, which is net income, for the thirteen and twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, and MarchMay 1,31, 2025:

We had $107.4$123.9 million in cash as of FebruaryMay 28,30, 2026. We believe our sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next twelve months. As circumstances warrant, we may issue debt and/or equity securities from time to time on an opportunistic basis, dependent upon market conditions and available pricing. We make no assurance that we can issue and sell such securities on acceptable terms or at all.

The Credit Agreement contains certain financial and other covenants that limit our ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders, and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. The Revolving Credit Facility has a maximum total net leverage ratio equal to or less than 6.00:1.00 contingent on credit extensions in excess of 30% of the total amount of commitments available under the Revolving Credit Facility. Any failure to comply with the restrictions of the credit facilities may result in an event of default. We were in compliance with all covenants as of FebruaryMay 28,30, 2026, and August 30, 2025, respectively.

As of FebruaryMay 28,30, 2026, the outstanding balance of the Term Facility was $400.0 million. We are not required to make principal payments on the Term Facility over the twelve months following the period ended FebruaryMay 28,30, 2026. The outstanding balance of the Term Facility is due upon its maturity in March 2030. As of FebruaryMay 28,30, 2026, there were no amounts drawn against the Revolving Credit Facility.

The Company adopted a stock repurchase program in November 2018. On January 6, 2026, the Company announced that its Board of Directors approved a $200.0 million increase in its repurchase authorization under its stock repurchase program (the “Current Authorization”). Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated transactions. The stock repurchase program does not obligate the Company to acquire any specific number of shares or acquire shares over any specific period of time. The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.

During the thirteen and thirty-nine weeks ended FebruaryMay 28,30, 2026, the Company repurchased 4,606,9902,061,263 and 11,651,767 shares of common stock at an average price of $19.21$12.14 and $18.29 per share, respectively, inclusive of commissions and exclusive of accrued excise tax. During the twenty-sixthirteen and thirty-nine weeks ended FebruaryMay 28,31, 2026,2025, the Company repurchased 9,590,504693,375 shares of common stock at an average price of $19.62$35.10 per share, inclusive of commissions and exclusive of accrued excise tax. The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on the net amount of share repurchases. The Company did not repurchase any shares of common stock during the thirteen and twenty-six weeks ended March 1, 2025. As of FebruaryMay 28,30, 2026, approximately $182.5$157.5 million remained available under the Current Authorization.

Operating activities. Our net cash provided by operating activities decreased $5.1$30.9 million to $58.2$102.2 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to $63.3$133.1 million for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. The decrease in cash provided by operating activities was primarily attributable to changes in working capital for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, as compared to the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. Changes in working capital, comprised of changes in accounts receivable, net, inventories, net, prepaid expenses, other current assets, accounts payable, accrued interest, accrued expenses and other current liabilities, and other assets and liabilities, were driven by the timing of payments and receipts, which providedwas cash of $23.0 million in the twenty-six weeks ended February 28, 2026, compared to $41.6$24.4 million of cash used in the twenty-sixthirty-nine weeks ended MarchMay 1,30, 2026, compared to $29.9 million of cash used in the thirty-nine weeks ended May 31, 2025, a difference of $18.5$5.5 million. Loss from operations was $175.7$225.6 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, as compared to income from operations of $109.3$168.7 million for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. The decrease was driven by higher operating expenses, primarily the loss on impairment. Additionally, cash paid for interest was $9.8$15.4 million in the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, which was a decrease of $3.7$2.6 million as compared to the $13.5$18.0 million paid for interest in the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025.

Investing activities. Our net cash used in investing activities was $7.6$10.1 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to an$2.2 immaterial amountmillion for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. Our net cash used in investing activities for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, was primarily comprised of $7.6$10.1 million of purchases of property and equipment. The immaterial$2.2 amountmillion of net cash used in investing activities for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, was primarily comprised of $0.8$2.5 million of purchases of property and equipment and $0.9$1.4 million of investments in intangible and other assets, and was offset by $1.7 million of cash proceeds received from escrow related to net working capital adjustments related to the OWYN Acquisition.

Financing activities. Our net cash used in financing activities was $41.8$66.9 million for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, compared to $92.4$165.2 million for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025. Net cash used in financing activities for the twenty-sixthirty-nine weeks ended FebruaryMay 28,30, 2026, primarily consisted of $188.2$213.2 million in repurchases of common stock, inclusive of commissions and exclusive of accrued excise tax, and $2.0$2.2 million in tax payments related to the issuance of restricted stock units and performance stock units, partially offset by $150.0 million in proceeds from issuance of long-term debt and $1.1 million of cash proceeds received from option exercises. Net cash used in financing activities for the twenty-sixthirty-nine weeks ended MarchMay 1,31, 2025, primarily consisted of $100.0$150.0 million in principal payments on the Term Facility, $24.3 million in repurchases of common stock, inclusive of commissions and $2.5exclusive of accrued excise tax, and $2.8 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $10.1$12.0 million of cash proceeds received from option exercises.