Simply Good Foods Co

For the period ended Jan 28, 2026. Filed Dec 17, 2025.

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Jan 28, 2026 · Filed Dec 17, 2025

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Contents

PROXY STATEMENT SUMMARY

		Our Purpose
		We’re raising the bar on what food can be. We say no to the status quo, and we say yes to making better food. Food that offers robust nutrition, not hollow nutrition. Energy, not depletion. Enjoyment, not regret. Simply, we’re on a mission to make food that works for you — that is radically nutritious and defyingly delicious. Better nutrition made easy so you can live well. We don’t compromise, so you never have to.
		Our Values
		• Simply Bold • Simply Deliver • Simply Learn and Grow • Simply Together • Simply Kind

Proxy Summary

This summary highlights certain information contained elsewhere in this proxy statement. This is only a summary, so please refer to the full Proxy Statement and the Annual Report for the fiscal year ended August 30, 2025, before you vote. Our latest Annual Report on Form 10-K along with this proxy statement are available atwww.thesimplygoodfoodscompany.com/proxy. Our proxy materials will first be made available to stockholders on or about December 17, 2025.

About Us

The Simply Good Foods Company (the “Company,” “Simply Good Foods,” “we,” “us” or “our”) is a consumer packaged food and beverage company with ambitious goals to raise the bar on what food can be with trusted brands and innovative nutritious snacking products. Within our portfolio of trusted brands (Quest, Atkins, and OWYN), we offer a wide variety of nutritional snacks and beverages, including high protein chips, bars, ready-to-drink (RTD) shakes, and powders, and low sugar, low carb sweets and baked goods. We are a leader of the nutritious snacking movement, poised to expand our healthy lifestyle platform through innovation-driven organic growth and external investment opportunities.

With our heritage of science-based nutrition, we are committed to growing our portfolio of nutritious snacking brands. We distribute our products in major retail channels including grocery, club and mass merchandise, as well as through e-commerce, convenience, specialty and other channels. Our strong platform allows us to introduce new products, expand distribution, and appeal to current and potential consumers. We are well-positioned to continue to selectively pursue acquisition opportunities in the nutritious snacking and broader health and wellness food space.

2026 Proxy Statement 1

About Our Brands 1


		Grounded by science and more than 100 clinical studies, the Atkins low carb lifestyle has helped millions of people achieve their personal weight management and health goals. Our portfolio of products includes protein bars, ready-to- drink shakes, chips, cookies, confectionary treats and frozen meals to support a low carb/low sugar lifestyle, with 100% free access to all tools including our website, 1600+ recipes, meal planner, mobile app, community forums, and more.


		Quest is the ultimate snack hack with great tasting nutrition. Whether you’re smashing your health goals or just need a convenient, protein-packed pick-me-up, Quest makes your journey fun and rewarding. From protein bars and shakes to cookies, chips, and baked treats, every bite is crafted to taste amazing while keeping net carbs and sugar in check.


		OWYN is a plant-based nutrition company true to its name, Only What You Need. Guided by a mission to set new standards in transparency and quality, OWYN offers a range of top 9 allergen- friendly protein products, including ready-to-drink protein shakes and protein powders. With clean formulations built from purposefully selected ingredients, OWYN redefines what plant-based nutrition can deliver, uniting great taste and transparency in every product offering.

Atkins, Quest, OWYN, and the Simply Good logo are either registered trademarks or trademarks of our wholly owned subsidiary Simply Good Foods USA, Inc. or one of its affiliates in the United States and elsewhere. All rights are reserved.

22026 Proxy Statement

Our Performance

Key Fiscal Year 2025 Financial Highlights*

	$1,450.9M				$103.6M				$278.2M
	net sales				net income				Adjusted EBITDA

	$1.02				$1.92				$178.5M				0.5x
	diluted Earnings PerShare				Adjusted DilutedEarnings Per Share				cash flow from operations				Net Debt to Adjusted EBITDA Ratio

Other Fiscal Year 2025 Business Highlights

				Strong Cash Generation
	Our asset-light, outsourced manufacturing business model continues to be a competitive advantage. In fiscal year 2025, we generated cash flow from operations of $178.5 million, a decrease of about 17% versus the prior year. In fiscal year 2025, we repaid $150.0 million of our term loan debt, and at the end of the year, the outstanding principal balance was $250.0 million. In addition, we repurchased approximately $50.9 million of our common stock. As of August 30, 2025, we had cash of $98.5 million and a trailing 12-month Net Debt to Adjusted EBITDA ratio of 0.5x*.
				Only What You Need (OWYN) Acquisition and Integration
	On June 13, 2024, we completed the acquisition of Only What You Need, Inc. (“OWYN”) for the cash purchase price of approximately $280.0 million, excluding post-closing purchase price adjustments and before transaction related fees. By the end of fiscal year 2025, we had largely completed the successful integration of the OWYN brand and related systems, welcoming several members of the team to Simply Good Foods, and unifying our shared services model to ensure full oversight and management of all three of our brands. We remain very excited about the long-term runway ahead for the OYWN brand, with opportunities within its current segments and via innovation-led platform extensions.
				Increasing Market Performance in Attractive Nutritional Snacking Category
	Our total retail takeaway in the combined measured and unmeasured channels increased 5%, helped in part by strong growth for the nutritional snacking category. Retail takeaway for Quest and OWYN grew 12% and 34%, respectively, while Atkins declined about 10%. We are well-positioned within the category with a portfolio of three uniquely positioned brands, and believe current low household penetration coupled with consumer interest in snacking and wellness, provide tailwinds for future growth.
				Robust Innovation
	We believe innovation is, and will continue to be, an important component of our business. In fiscal year 2025, we launched a number of exciting new items across each of our three brands while continuing to build a robust pipeline of innovation for the future. These new products will be available in fiscal year 2026, and we expect these new products to contribute in fiscal year 2026 and beyond. We believe the diversification of our business across brands, product forms and retail channels provides us with multiple ways to win in the marketplace.

Adjusted EBITDA, Adjusted Diluted Earnings Per Share and Net Debt to Adjusted EBITDA are non-GAAP financial measures. Please refer to Annex I for an explanation and reconciliation of these non-GAAP financial measures.

2026 Proxy Statement 3

				Supply Chain Excellence
	Our supply chain team performed well, managing through a dynamic inflationary operating environment. Gross profit was $525.7 million, an increase of nearly 3% compared to the prior year. The increase was driven by volume growth for Quest and OWYN, partially offset by elevated ingredient costs and a non-cash $1.4 million inventory purchase accounting step-up adjustment related to the OWYN acquisition. Gross margin was therefore 36.2%, a 220 basis point decrease compared to last year, reflecting inflation and dilution from OWYN.

Our Compensation Practices

We believe compensation should be structured to ensure that a significant portion of the total compensation opportunity for our named executive officers is directly related to our performance and other factors that directly and indirectly influence stockholder value. The Compensation Committee has continued to demonstrate its pay-for-performance philosophy and alignment of executive and stockholder interests in setting executive compensation by continuing to weight compensation toward performance-based pay.

42026 Proxy Statement

Our Corporate Governance

Governance Practices

Our Corporate Governance policies reflect the following best practices.

	INDEPENDENCE				OVERSIGHT &ACCOUNTABILITY				COMPENSATIONCONTROLS
	• More than 90% of directors and nominees are independent • Chairman of the Board of Directors (the “Board”) is independent • All members of the Compensation, Audit, Corporate Responsibility and Sustainability and Nominating and Corporate Governance Committees are independent • Compensation consultant is independent				• All directors stand for election annually • Majority vote director resignation policy for uncontested elections • Third-party anonymous ethics reporting hotline • Frequent engagement by management with institutional stockholders • Executive sessions of non- management directors at each Board meeting • Board oversight of risk and risk management • Audit Committee oversight of food safety and cybersecurity risks • Separate Corporate Responsibility and Sustainability Committee for oversight of environmental, social and governance (“ESG”) matters • Annual Board and committee self- assessments				• Robust director and executive officer stock ownership guidelines • No hedging or pledging permitted by executive officers and directors • Compensation policies and programs that discourage excessive risk-taking

Snapshot of Our Proposed Nominees as of the Annual Meeting

During fiscal year 2025, our Board of Directors was comprised of eleven (11) individuals. The following reflects information for the eleven (11) proposed nominees for re-election at the Annual Meeting.

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62026 Proxy Statement

Our Board of Directors Nominees

	Director NamePrincipal Occupation	Independent	OtherCurrentPublicBoards	Audit	Compensation	CorporateResponsibilityandSustainability	NominatingandCorporateGovernance
· Directors standing for re-election at the Annual Meeting: · · · ·
	Clayton C. Daley, Jr. Former CFO and Vice Chairman of Procter & GambleAge: 74Director Since: 2017	●	0	M			C
	Michelle P. Goolsby Former senior executive of Dean Foods CompanyAge: 67Director Since: 2019	●	0	M	C
	James M. Kilts (Chairman of the Board) Current Chairman of the Board of Directors of The Simply Good Foods Company, Partner of Centerview Capital ConsumerAge: 77Director Since: 2017	●	2				M
	Romitha Mally Founder of the Mally CollectiveAge: 56Director Since: 2025	●	0	M		M
	Robert G. Montgomery Current Founder and Principal of Montgomery Consulting Solutions and former EVP at Birds Eye Foods, Inc.Age: 72Director Since: 2017	●	0		M	C
	Brian K. Ratzan Current Partner of Centerview Capital ConsumerAge: 55Director Since: 2017	●	1		M		M
	David W. Ritterbush Current CEO of Califia Farms, LLC Age: 59Director Since: 2019	●	0			M	M
	Joseph J. Schena (Audit Committee Financial Expert) Former Chief of Staff at Cohen EnterprisesAge: 67Director Since: 2021	●	0	C
	Geoff E. Tanner Current President and Chief Executive Officer of The Simply Good Foods CompanyAge: 51Director since 2023		0
	David J. West Current Partner of Centerview Capital ConsumerAge: 62Director Since: 2017	●	2		M
	James D. White Owner of JDWhite Design Lab and Former Chairman, President and CEO of Jamba Inc.Age: 65Director Since: 2019	●	2		M	M	M

C = Committee Chairperson

M = Committee Member

2026 Proxy Statement 7

Our Stockholder Engagement

We believe that maintaining positive relationships with our stockholders is critical to our long-term success. We value the views of our stockholders, and we solicit stockholder input regarding our Company throughout the fiscal year.

	WHO WE CONTACTED						HOW WE ENGAGED						TOPICS
	In fiscal year 2025, Company representatives were in contact with the majority of our top 25 largest actively managed stockholders representing approximately 45% of our total shares outstanding.						From time to time, our management participates in various investor conferences or separate meetings either scheduled by us or coordinated by various analysts.						We discussed many aspects of our business, including: • long term strategy and aspirations for the company; • financial and marketplace performance; • governance structure; • executive compensation; and • ESG initiatives.

Say-on-Pay

				At our annual meeting of stockholders in January 2025, we held our annual advisory vote to approve the compensation of our named executive officers. The fiscal year 2024 compensation of our named executive officers reported in our 2025 proxy statement was approved by 97.3% of the votes cast at the 2025 annual meeting of stockholders. Our Compensation Committee believes this affirms our stockholders’ support of our approach to executive compensation. The Compensation Committee did not make any significant changes to our executive compensation program for fiscal year 2025.

Our Corporate Responsibility and Integrity

At Simply Good Foods, we take great pride in operating with high ethical standards. Our stakeholders expect us to continue to uphold high standards of conduct, and we expect all our business partners to do the same. As a food company, it is imperative that we supply reliable and high-quality products, ingredients and materials that meet all applicable quality and food safety standards, and that we ensure vigorous food-safety and quality control systems are in place.

Simply Good Foods is a steadfast champion of consumer health and wellness and has supported millions of people on their health journeys by, among other things, supporting high-quality nutrition research, increasing nutrition awareness through free education and nutrition-related tools, offering great-tasting snacks and meal replacements along with over 1,000 free recipes, being involved in our local communities, and promoting active living.

In May 2024, we announced our partnership with the Boys and Girls clubs of metro Denver to create the Spark and Spoon project. This project will impact over 28,000 kids and teens across Denver, providing them with nutrition education, healthy lifestyle programs, culinary programs, healthy food boxes, field trips, and provide funding for a dedicated full time staff member to support the programs. In our first year, over 300 cooking and nutrition classes were held with over 2,260 club members participating. Our support has enabled the local organization to hire new staff to expand the program and ensure that nutrition programming was available at all 18 clubs in the region. We provided over 3,000 healthy food boxes (45,765 pounds) throughout the year and 540 boxes (8,100 pounds) for the holidays.

We approach ESG in a way that fuels business growth and profitability with smart investments in key social and environmental initiatives. Every day, we aim to be faster, better and more innovative than the competition while also delighting consumers. We seek to do this by behaving in a way that advances positive contributions within our communities and for our employees, partners, consumers and the environment.

We published an annual update to our Impact Report, which is available on our website. Information on our website does not constitute part of this proxy statement.

82026 Proxy Statement

As stated in our Impact Report, we follow a “simple” approach to ESG:

Environmental

We always first look for the “AND” — how can we make good business decisions AND positively affect (or aim to minimize any negative effect on) the environment. We understand smart investments will be required to advance our ESG goals over time.

Social

We seek to always do the right thing for our employees, consumers and communities. We focus on health equity and the science of good nutrition because we understand the positive effect our nutrition philosophy and products can have on our consumers’ lives. We aim to educate and advocate for proven nutrition approaches that lead to greater health outcomes.

Governance

We organize and execute on our key priorities in an ethical and thoughtful way that makes compliance the floor not the ceiling. We embrace corporate governance best practices and we seek to provide a clear picture to our stakeholders of our various business priorities, including key ESG initiatives.


				Health & Safety / Reporting
	Our focus is on providing safe and healthy working environments for all employees and consultants. Our employees are encouraged to take proactive measures toward accident prevention and safety. Employees have the right to refuse and report any unsafe or unhealthy working conditions. We aim to meet or exceed applicable laws and industry standards regarding safe and healthy working conditions.
				Human Rights & Employment Practices
	Simply Good Foods supports a culture of belonging for our workforce. We aim to treat employees with respect and dignity, and to promote a work environment that is free of discrimination, harassment, forced labor or abuse of any kind.
				Environmental Matters
	At Simply Good Foods, one of our goals is to work to reduce the adverse environmental effects from our operations. In addition to complying with all applicable environmental laws, we aim to continually improve upon our environmental performance and to conduct our operations in a way that reduces adverse effects on the environment, particularly regarding water usage, energy usage, emissions and solid waste.

2026 Proxy Statement 9

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