NATHANS FAMOUS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934

(Amendment No. )

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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Nathan’s Famous, Inc.

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(Name of Registrant as Specified in its Charter)

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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials

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Fee computed on table required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NATHAN’S FAMOUS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

SEPTEMBER 9, 2025

To our Stockholders:

The Annual Meeting of Stockholders, which we refer to as the “annual meeting” or the “meeting”, of NATHAN’S FAMOUS, INC., which we refer to as “we”, “us”, “our”, the “Company” and “Nathan’s”, will be held on Tuesday, September 9, 2025, at our offices located at One Jericho Plaza, Second Floor — Wing A, Jericho, New York 11753, at 10:00 a.m. At the annual meeting, you will be asked to consider and vote on:

(1)

the election of ten directors to the Board of Directors; and

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(2)

the ratification of the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for fiscal 2026.

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Action will also be taken on any other matters that properly come before the annual meeting. If you are a stockholder of record at the close of business on July 21, 2025, you are entitled to vote at the annual meeting or at any adjournment or postponement of the annual meeting. This notice and proxy statement are first being mailed to stockholders on or about July 25, 2025.

Please sign, date and return the enclosed proxy card as soon as possible so your shares may be voted as you direct.

By Order of the Board of Directors,

Secretary

Jericho, New York

July 25, 2025