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Shake Shack Inc.

For the period ended Apr 1, 2026. Filed May 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 1, 2026 · Filed May 7, 2026

SHAK$71.89+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-24; filed 2025-10-30.

0001620533-25-000075

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-04-01; filed 2026-05-07.

0001620533-26-000026

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 152 previous paragraphs and 141 current paragraphs.

87 unchanged; 36 reworded; 15 added; 28 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

Average weekly sales were $72,000 for the thirteen weeks ended April 1, 2026, which was flat compared to the same period last year, primarily driven by higher menu prices, partially offset by weather headwinds and menu mix.

Current report

System-wide sales for the thirteen weeks ended April 1, 2026 increased 14.1% to $558.3 million compared to the same period last year.

Current report

The following tables summarize the Shacks opened and closed during the thirteen weeks ended April 1, 2026.

Current report

Licensing revenue includes initial territory fees, Shack opening fees, termination fees and ongoing sales-based royalty fees from licensed Shacks.

Current report

Licensing revenue for the thirteen weeks ended April 1, 2026 increased 14.7% to $12.7 million versus the same period last year. The increase was primarily due to the opening of 38 new licensed Shacks between March 26, 2025 and April 1, 2026, which contributed $1.3 million to Licensing revenue.

Current report

Food and paper costs for the thirteen weeks ended April 1, 2026 increased 16.3% to $100.0 million versus the same period last year. The increase was primarily due to the opening of 58 new Company-operated Shacks between March 26, 2025 and April 1, 2026, which contributed approximately $11.3 million.

Current report

Other operating expenses for the thirteen weeks ended April 1, 2026 increased 19.2% to $57.5 million versus the same period last year. The increase was primarily driven by increased facilities costs, mainly the timing of repairs and maintenance, increased transaction costs associated with higher sales and increased marketing spending.

Current report

As a percentage of Shack sales, the increase in Other operating expenses for the thirteen weeks ended April 1, 2026 was primarily due to increased facilities costs, mainly the timing of repairs and maintenance, and increased travel expenses related to the 17 new Company-operated Shacks opened in the period.

Current report

Occupancy and related expenses for the thirteen weeks ended April 1, 2026 increased 16.3% to $28.7 million versus the same period last year. The increase was primarily due to the opening of 58 new Company-operated Shacks between March 26, 2025 and April 1, 2026, which contributed approximately $2.7 million.

Current report

As a percentage of Shack sales, the increase in Occupancy and related expenses for the thirteen weeks ended April 1, 2026 was primarily due to higher common area maintenance charges.

Current report

Impairments, loss on disposal of assets, and Shack closures for the thirteen weeks ended April 1, 2026 decreased to $0.9 million versus the same period last year. The decrease was primarily due to the absence of expenses related to the closure of nine Company-operated Shacks in fiscal 2024, partially offset by an increase in the cost of abandoned projects.

Current report

Interest expense for the thirteen weeks ended April 1, 2026 decreased 2.7% to $0.5 million versus the same period last year. The decrease was primarily due to a decrease in finance lease charges related to new financing equipment leases with lower lease liability balances.

Current report

(1)Expenses incurred in connection with the termination, search, and hiring of certain executive positions.

Current report

(3)Expenses incurred in connection with the termination, search, and hiring of certain executive positions.
Removed paragraphs (28)

Previous report

Our purpose is to Stand For Something Good in all aspects of our business. Stand For Something Good is a call to action for all of our stakeholders — our team, guests, communities, suppliers and investors — and we actively invite them all to share in this philosophy with us. This commitment drives our integration into the local communities in which we operate and fosters a deep and lasting connection with our guests. We are committed to a positive social impact, creating an equitable and inclusive workplace and community and focusing on environmental sustainability.

Previous report

Average weekly sales were $78,000 for the thirteen weeks ended September 24, 2025, compared to $76,000 for the same period last year, primarily driven by higher menu prices and menu mix, partially offset by a decrease in items per check. Average weekly sales were $76,000 for the thirty-nine weeks ended September 24, 2025, compared to $75,000 for the same period last year, primarily driven by higher menu prices and the closure of nine underperforming Company-operated Shacks in the third quarter of fiscal 2024, partially offset by a decline in guest traffic.

Previous report

System-wide sales for the thirteen weeks ended September 24, 2025 increased 15.4% to $571.5 million compared to the same period last year. System-wide sales for the thirty-nine weeks ended September 24, 2025 increased 13.3% to $1,610.8 million compared to the same period last year.

Previous report

During the thirteen weeks ended September 24, 2025, we opened 13 new Company-operated Shacks and seven new licensed Shacks.

Previous report

The following table presents the Shacks opened during the thirteen weeks ended September 24, 2025:

Previous report

As of September 24, 2025, there were 630 Shacks in operation system wide, of which 359 were Company-operated Shacks and 271 were licensed Shacks.

Previous report

Shack sales for the thirteen weeks ended September 24, 2025 increased 15.7% to $352.8 million versus the same period last year. The increase was primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and

Previous report

September 24, 2025, which contributed $36.1 million, as well as increased menu prices, partially offset by a decline in items per check and the impact from the closure of nine Company-operated Shacks in fiscal 2024.

Previous report

Licensing revenue is comprised of license fees and opening fees, territory fees, and termination fees for certain licensed Shacks. License fees are calculated as a percentage of sales and territory fees are payments for the exclusive right to develop Shacks in a specific geographic area.

Previous report

Licensing revenue for the thirteen weeks ended September 24, 2025 increased 21.1% to $14.6 million versus the same period last year. Licensing revenue for the thirty-nine weeks ended September 24, 2025 increased 17.8% to $38.9 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 29 net new licensed Shacks between September 25, 2024 and September 24, 2025, which contributed $1.4 million and $2.7 million, respectively, as well as revenue recognized from the contract termination of a licensed partner and higher sales at existing domestic licensed Shacks and from our partnership with Delta Air Lines.

Previous report

Food and paper costs for the thirteen weeks ended September 24, 2025 increased 20.2% to $103.5 million versus the same period last year. Food and paper costs for the thirty-nine weeks ended September 24, 2025 increased 13.8% to $286.1 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, which contributed approximately $10.9 million and $23.8 million, respectively, partially offset by the closure of nine Company-operated Shacks in fiscal 2024.

Previous report

Other operating expenses for the thirteen weeks ended September 24, 2025 increased 18.0% to $53.8 million versus the same period last year. Other operating expenses for the thirty-nine weeks ended September 24, 2025 increased 16.3% to $152.8 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to increased transaction costs, mainly delivery commission, associated with higher sales, as well as increased facilities costs and marketing spend.

Previous report

As a percentage of Shack sales, the increase in Other operating expenses for the thirteen weeks ended September 24, 2025 was primarily due to increased delivery commission associated with the growth in our digital business and increased professional services, partially offset by sales leverage. As a percentage of Shack sales, the increase in Other operating expenses for the thirty-nine weeks ended September 24, 2025 September 24, 2025 was primarily due to increased delivery commission associated with the growth in our digital business and increased marketing spend, partially offset by sales leverage.

Previous report

Occupancy and related expenses for the thirteen weeks ended September 24, 2025 increased 14.3% to $27.0 million versus the same period last year. Occupancy and related expenses for the thirty-nine weeks ended September 24, 2025 increased 11.9% to $77.2 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, which contributed approximately $2.6 million and $5.4 million, respectively, partially offset by the closure of nine Company-operated Shacks in fiscal 2024.

Previous report

As a percentage of Shack sales, Occupancy and related expenses were flat for the thirteen and thirty-nine weeks ended September 24, 2025.

Previous report

General and administrative expenses for the thirty-nine weeks ended September 24, 2025 increased 16.4% to $125.7 million versus the same period last year. The increase was primarily due to increased investments in marketing as well as increased wages and other team costs to support our Shack growth, partially offset by a decrease in professional fees related to non-recurring matters and costs associated with the restatement of prior periods included in the fiscal 2023 Form 10-K. As a percentage of Total revenue, the increase in General and administrative expenses for the thirty-nine weeks ended September 24, 2025 was primarily due to the aforementioned items.

Previous report

Pre-opening costs for the thirty-nine weeks ended September 24, 2025 increased 22.7% to $12.8 million versus the same period last year. The increase was primarily due to increased legal costs to support our development pipeline, increased wages and team costs for our Shack teams related to the timing of Shack openings throughout the year.

Previous report

Impairments, loss on disposal of assets, and Shack closures for the thirteen and thirty-nine weeks ended September 24, 2025 decreased to $0.5 million and $3.4 million, respectively versus the same periods last year. The decreases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to non-cash impairment charges and miscellaneous Shack closure expense of $28.2 million during the thirteen and thirty-nine weeks ended 2024, related to the closure of nine Company-operated Shacks in August 2024.

Previous report

Other income, net for the thirty-nine weeks ended September 24, 2025 decreased to $8.9 million versus the same period last year. The decrease was primarily due to a change from investments in the prior year to cash equivalents in the current year and lower interest rates on cash equivalents.

Previous report

Interest expense for the thirteen weeks ended September 24, 2025 increased 1.2% to $0.5 million versus the same period last year. Interest expense for the thirty-nine weeks ended September 24, 2025 increased 5.3% to $1.6 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to increased finance lease charges from the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by a decrease in various sales tax audit assessment charges compared to the prior year period.

Previous report

Our effective income tax rates for the thirteen weeks ended September 24, 2025 and September 25, 2024 were 35.2% and 25.9%, respectively. The increase for the thirteen weeks ended September 24, 2025 was primarily driven by higher state income tax expense and the remeasurement of deferred tax assets, which contributed to a higher effective rate compared to the same period last year.

Previous report

Our effective income tax rates for the thirty-nine weeks ended September 24, 2025 and September 25, 2024 were 28.1% and (13.9)%, respectively. The increase for the thirty-nine weeks ended September 24, 2025 was primarily driven by the remeasurement of deferred tax assets and a reduced benefit compared to the prior year, from the mix of tax benefits relative to lower pretax income.

Previous report

(1)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.

Previous report

(3)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.

Previous report

(5)Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
Reworded paragraphs (36)

Previous wording

Same-Shack sales for the thirteen weeks ended September 24, 2025 increased 4.9% compared to the same period last year, driven by a 3.6% increase in price mix and a 1.3% increase in guest traffic. Same-Shack sales for the thirty-nine weeks ended September 24, 2025 increased 2.4% compared to the same period last year, driven by a 3.6% increase in price mix, partially offset by a 1.2% decline in guest traffic. For the purpose of calculating same-Shack sales for the thirteen and thirty-nine weeks ended September 24, 2025, Shack sales for 268 Shacks were included in the comparable Shack base.

Current wording

Same-Shack sales for the thirteen weeks ended April 1, 2026 increased 4.6% compared to the same period last year, driven by a 3.2% increase in price mix and a 1.4% increase in guest traffic. For the purpose of calculating same-Shack sales for the thirteen weeks ended April 1, 2026, Shack sales for 287 Shacks were included in the comparable Shack base.

Previous wording

Digital sales for the thirteen weeks ended September 24, 2025 increased 19.1% to $124.2 million compared to the same period last year. Digital sales for the thirty-nine weeks ended September 24, 2025 increased 16.7% to $364.7 million compared to the same period last year. Digital sales includes orders placed on the Shake Shack app, website and third-party delivery platforms, which represented 35.2% and 36.3%, respectively, of Shack sales during the thirteen and thirty-nine weeks ended September 24, 2025.

Current wording

Digital sales for the thirteen weeks ended April 1, 2026 increased 19.6% to $141.1 million compared to the same period last year. Digital sales includes orders placed on the Shake Shack app, website and third-party delivery platforms, which represented 39.9% of Shack sales during the thirteen weeks ended April 1, 2026.

Previous wording

The following table summarizes our results of operations for the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024:

Current wording

The following table summarizes our results of operations for the thirteen weeks ended April 1, 2026 and March 26, 2025:

Previous wording

Shack sales for the thirty-nine weeks ended September 24, 2025 increased 12.9% to $1,005.9 million versus the same period last year. The increase was primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, which contributed $80.5 million, as well as increased menu prices, partially offset by the impact from the closure of nine Company-operated Shacks in fiscal 2024.

Current wording

Shack sales for the thirteen weeks ended April 1, 2026 increased 14.3% to $354.0 million versus the same period last year. The increase was primarily due to the opening of 58 new Company-operated Shacks between March 26, 2025 and April 1, 2026, which contributed $38.7 million as well as increased menu prices.

Previous wording

As a percentage of Shack sales, the increase in Food and paper costs for the thirteen weeks ended September 24, 2025 was primarily driven by increased commodity costs, mainly beef, and unfavorable menu mix, partially offset by increased menu prices. As a percentage of Shack sales, the increase in Food and paper costs for the thirty-nine weeks ended September 24, 2025 was primarily driven by unfavorable menu mix and increased commodity costs, mainly beef, partially offset by increased menu prices.

Current wording

As a percentage of Shack sales, the increase in Food and paper costs for the thirteen weeks ended April 1, 2026 was primarily driven by unfavorable menu mix and marketing promotions, partially offset by increased menu prices.

Previous wording

Labor and related expenses for the thirteen weeks ended September 24, 2025 increased 2.9% to $88.0 million versus the same period last year. Labor and related expenses for the thirty-nine weeks ended September 24, 2025 increased 3.6% to $262.8 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by labor efficiencies and the closure of nine Company-operated Shacks in fiscal 2024.

Current wording

Labor and related expenses for the thirteen weeks ended April 1, 2026 increased 7.0% to $92.7 million versus the same period last year. The increase was primarily due to the opening of 58 new Company-operated Shacks between March 26, 2025 and April 1, 2026, partially offset by labor efficiencies.

Previous wording

As a percentage of Shack sales, the decreases in Labor and related expenses for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to labor efficiencies, partially offset by increased wages and incremental expenses from the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025.

Current wording

As a percentage of Shack sales, the decrease in Labor and related expenses for the thirteen weeks ended April 1, 2026 was primarily due to labor efficiencies and sales leverage partially offset by increased wages.

Previous wording

General and administrative expenses for the thirteen weeks ended September 24, 2025 increased 24.3% to $44.4 million versus the same period last year. The increase was primarily due to increased investments in marketing as well as increased wages and other team costs to support our Shack growth, partially offset by the absence of professional fees related to non-recurring matters compared to the prior year period. As a percentage of Total revenue, the increase in General and administrative expenses for the thirteen weeks ended September 24, 2025 was primarily due to the aforementioned items.

Current wording

General and administrative expenses for the thirteen weeks ended April 1, 2026 increased 31.9% to $53.6 million versus the same period last year. The increase was primarily due to increased investments in marketing and technology initiatives as well as increased wages and other team costs to support our Shack growth, partially offset by a decrease in legal costs.

Previous wording

Depreciation and amortization expense for the thirteen weeks ended September 24, 2025 increased 5.3% to $27.1 million versus the same period last year. Depreciation and amortization expense for the thirty-nine weeks ended September 24, 2025 increased 4.6% to $80.2 million versus the same period last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to incremental depreciation of capital expenditures related to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by a reduction in depreciation expense due to fully depreciated technology projects and assets compared to the prior year period and the closure of nine Company-operated Shacks in fiscal 2024.

Current wording

Depreciation and amortization expense for the thirteen weeks ended April 1, 2026 increased 9.7% to $29.1 million versus the same period last year. The increase was primarily due to incremental depreciation of capital expenditures related to the opening of 58 new Company-operated Shacks between March 26, 2025 and April 1, 2026, partially offset by a reduction in depreciation expense due to fully depreciated assets compared to the prior year period.

Previous wording

Pre-opening costs consist primarily of occupancy, manager and team member wages, cookware, travel and lodging costs for our opening training team and other supporting team members, marketing expenses, legal fees and inventory costs incurred prior to the opening of a Company-operated Shack. All such costs incurred prior to the opening of a Company-operated Shack are expensed in the period in which the expense was incurred. Pre-opening costs can fluctuate significantly from period to period, based on the number and timing of Company-operated Shack openings and the specific pre-opening costs incurred for each Company-operated Shack. Additionally, Company-operated Shack openings in new geographic markets may initially experience higher pre-opening costs than our established geographic markets, such as the New York City metropolitan area, where we have greater economies of scale and incur lower travel and lodging costs for our training team.

Current wording

Pre-opening costs consist primarily of occupancy, manager and team member wages, cookware, travel and lodging costs for our opening training team and other supporting team members, marketing expenses, legal fees and inventory costs incurred prior to the opening of a Company-operated Shack. All such costs incurred prior to the opening of a Company-operated Shack are expensed in the period in which the expense was incurred. Pre-opening costs can fluctuate significantly from period to period, based on the number and timing of Company-operated Shack openings, and the mix of formats we open from period to period. Additionally, Company-operated Shack openings in new geographic markets may initially experience higher pre-opening costs than our established geographic markets, such as the New York City metropolitan area and southern California, where we have greater economies of scale and incur lower travel and lodging costs for our training team.

Previous wording

Pre-opening costs for the thirteen weeks ended September 24, 2025 increased 26.3% to $4.6 million versus the same period last year. The increase was primarily due to increased wages and team costs for our Shack teams related to the timing of Shack openings throughout the year and increased legal costs to support our larger development pipeline.

Current wording

Pre-opening costs for the thirteen weeks ended April 1, 2026 increased 113.5% to $6.9 million versus the same period last year. The increase was primarily due to increased wages and team costs, occupancy costs and travel and entertainment expense to support our larger development pipeline which includes more Shacks opened during the thirteen weeks ended April 1, 2026 and Shacks under construction compared to the same prior year period.

Previous wording

Impairments, loss on disposal of assets, and Shack closures primarily consists of the net book value of assets that have been retired which primarily consists of furniture, equipment and fixtures that were replaced in the normal course of business; impairment charges related to our long-lived assets, which includes property and equipment, as well as operating and finance lease assets; and miscellaneous Shack closure expenses, including employee-related costs, cleaning, and sign removal costs.

Current wording

Impairments, loss on disposal of assets, and Shack closures primarily consists of the net book value of assets that have been retired which mainly includes furniture, equipment and fixtures that were replaced in the normal course of business; impairment charges related to our long-lived assets, which includes property and equipment, as well as operating and finance lease assets; and miscellaneous Shack closure expenses, including employee-related costs, cleaning, and sign removal costs.

Previous wording

Other income, net for the thirteen weeks ended September 24, 2025 decreased to $3.1 million versus the same period last year. The decrease was primarily due to lower interest rates on cash equivalents, partially offset by a higher cash equivalents balance compared to the prior year period.

Current wording

Other income, net for the thirteen weeks ended April 1, 2026 decreased from $3.0 million to $2.7 million versus the same period last year. The decrease was primarily due to lower dividends.

Previous wording

The Company's ownership interest in SSE Holdings is directly related to its share of the taxable income of SSE Holdings. Our weighted average ownership interest in SSE Holdings was 94.3% and 94.2%, respectively, for the thirteen weeks ended September 24, 2025 and September 25, 2024, and 94.3% and 93.7%, respectively, for the thirty-nine weeks ended September 24, 2025 and September 25, 2024. These increases in the Company's ownership interest in SSE Holdings LLC increased its share of the taxable income of SSE Holdings.

Current wording

Our effective income tax rates for the thirteen weeks ended April 1, 2026 and March 26, 2025 were 33.0% and 14.0%, respectively. The increase in the effective income tax rate for thirteen weeks ended April 1, 2026 was primarily driven by a decline in the pre-tax income compared to the prior year period, which resulted in discrete tax items having a proportionately greater impact on the effective income tax rate. Additionally, an increase in the Company's ownership interest in SSE Holdings increases its share of the taxable income (loss) of SSE Holdings. Our weighted-average ownership interest in SSE Holdings was 94.3% and 94.2%, respectively, for the thirteen weeks ended April 1, 2026 and March 26, 2025.

Previous wording

Net income (loss) attributable to non-controlling interests for the thirteen and thirty-nine weeks ended September 24, 2025 increased to $1.2 million and $2.8 million, respectively versus the same periods last year. The increases for the thirteen and thirty-nine weeks ended September 24, 2025 were primarily due to increased net results compared to the same periods last year, partially offset by a decrease in the non-controlling interest holders' weighted average ownership, which was 5.7% for the thirteen and thirty-nine weeks ended September 24, 2025 and 5.8% and 6.3%, respectively, for the thirteen and thirty-nine weeks ended September 25, 2024.

Current wording

Net income (loss) attributable to non-controlling interests for the thirteen weeks ended April 1, 2026 declined to nil from income of $0.3 million in the same period last year. The decline was primarily due to a decrease in net results compared to the same period last year, partially offset by a decrease in the non-controlling interest holders' weighted average ownership, which was 5.7% and 5.8%, respectively for the thirteen weeks ended April 1, 2026 and March 26, 2025.

Previous wording

Restaurant-level profit and Restaurant-level profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Restaurant-level profit and Restaurant-level profit margin is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Restaurant-level profit excludes certain costs, such as General and administrative expenses and Pre-opening costs, which are considered normal, recurring cash operating expenses and are essential to support the operation and development of our Shacks. Therefore, this measure may not provide a complete understanding of the operating results of our Company as a whole and Restaurant-level profit and Restaurant-level profit margin should be reviewed in conjunction with our GAAP financial results. A reconciliation of Restaurant-level profit to Income (loss) from operations, the most directly comparable GAAP financial measure, is as follows.

Current wording

Restaurant-level profit and Restaurant-level profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Restaurant-level profit and Restaurant-level profit margin is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Restaurant-level profit excludes certain costs, such as General and administrative expenses and Pre-opening costs, which are considered normal, recurring cash operating expenses and are essential to support the operation and development of our Shacks. Therefore, this measure may not provide a complete understanding of the operating results of our Company as a whole and Restaurant-level profit and Restaurant-level profit margin should be reviewed in conjunction with our GAAP financial results. Reconciliations of Restaurant-level profit to Income (loss) from operations, the most directly comparable GAAP financial measure, were as follows.

Previous wording

EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of our performance and should be reviewed in conjunction with our GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to Net income (loss), the most directly comparable GAAP measure, is as follows.

Current wording

EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of our performance and should be reviewed in conjunction with our GAAP financial measures. Reconciliations of EBITDA and adjusted EBITDA to Net income (loss), the most directly comparable GAAP measure, were as follows.

Previous wording

(1)Expenses incurred to establish accruals related to the settlements of legal matters.

Current wording

(2)Expenses incurred to establish accruals related to the settlements of legal matters.

Previous wording

(2)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.

Current wording

(3)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.

Previous wording

(4)Expenses incurred for professional fees related to non-recurring matters.

Current wording

(4)Amounts related to the conflict in the Middle East and expenses incurred for professional fees related to non-recurring matters.

Previous wording

(5)Calculated as a percentage of Total revenue, which was $367.4 million and $1,044.8 million for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and $316.9 million and $923.9 million for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.

Current wording

(5)Calculated as a percentage of Total revenue, which was $366.7 million and $320.9 million for the thirteen weeks ended April 1, 2026 and March 26, 2025, respectively.

Previous wording

Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should not be considered alternatives to Net income (loss) and earnings (loss) per share, as determined under GAAP. While these measures are useful in evaluating our performance, they do not account for the earnings attributable to the non-controlling interest holders and therefore do not provide a complete understanding of the Net income (loss) attributable to Shake Shack Inc. Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should be evaluated in conjunction with our GAAP financial results. A reconciliation of adjusted pro forma net income to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully exchanged and diluted share are set forth below.

Current wording

Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should not be considered alternatives to Net income (loss) and earnings (loss) per share, as determined under GAAP. While these measures are useful in evaluating our performance, they do not account for the earnings attributable to the non-controlling interest holders and therefore do not provide

Previous wording

(1)Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interest and recognition of the net income (loss) attributable to non-controlling interests. Refer to Note 11, Earnings (Loss) per Share, in the accompanying Condensed Consolidated Financial Statements, for additional information.

Current wording

(1)Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interest and recognition of the net income (loss) attributable to non-controlling interests.

Previous wording

(2)Expenses incurred related to Shack closures during fiscal 2024 and fiscal 2025 and impairment expenses incurred during fiscal 2025.

Current wording

(2)Expenses incurred related to Shack closures during fiscal 2024 and fiscal 2025.

Previous wording

(3)Expenses incurred to establish accruals related to the settlements of legal matters.

Current wording

(4)Expenses incurred to establish accruals related to the settlements of legal matters.

Previous wording

(4)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.

Current wording

(5)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.

Previous wording

(6)Expenses incurred for professional fees related to non-recurring matters.

Current wording

(6)Amounts related to the conflict in the Middle East and expenses incurred for professional fees related to non-recurring matters.

Previous wording

(7)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 24.9% and 23.8% for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and 20.4% and 19.2% for the thirteen and thirty-nine weeks ended September 25, 2024, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

Current wording

(7)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 89.3% and 21.3% for the thirteen weeks ended April 1, 2026 and March 26, 2025, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

Previous wording

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, and availability under our Revolving Credit Facility. As of September 24, 2025, we maintained a Cash and cash equivalents balance of $357.8 million. In March 2021, we issued 0% Convertible Senior Notes (“Convertible Notes”), and received $243.8 million of proceeds, net of discounts. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.

Current wording

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, and availability under our Revolving Credit Facility. As of April 1, 2026, we maintained a Cash and cash equivalents balance of $313.7 million. In March 2021, we issued 0% Convertible Senior Notes (“Convertible Notes”), and received $243.8 million of proceeds, net of discounts. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information relating to our long-term debt.

Previous wording

In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of September 24, 2025, such obligations totaled $248.5 million. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related payments under the Tax Receivable Agreement. Although the amount of any payments that must be made under the Tax Receivable Agreement may be significant, the timing of these payments will vary and will generally be limited to one payment per member per year. The amount of such payments is also limited to the extent we utilize the related deferred tax assets. The payments that we are required to make will generally reduce the amount of overall cash flow that might have otherwise been available to us or to SSE Holdings, but we expect the cash tax savings we will realize from the utilization of the related deferred tax assets to fund the required payments.

Current wording

In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of April 1, 2026, such obligations totaled $246.0 million. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related payments under the Tax Receivable Agreement. Although the amount of any payments that must be made under the Tax Receivable Agreement may be significant, the timing of these payments will vary and will generally be limited to one payment per member per year. The amount of such payments is also limited to the extent we utilize the related deferred tax assets. The payments that we are required to make will generally reduce the amount of overall cash flow that might have otherwise been available to us or to SSE Holdings, but we expect the cash tax savings we will realize from the utilization of the related deferred tax assets to fund the required payments.

Previous wording

For the thirty-nine weeks ended September 24, 2025, net cash provided by operating activities was $159.2 million compared to $126.1 million for the thirty-nine weeks ended September 25, 2024, an increase of $33.1 million. The increase was primarily driven by a $37.1 million improvement in net results after excluding non-cash charges, partially offset by changes in working capital of $4.0 million. The changes in working capital primarily included an increase in payments on lease liabilities due to the opening of 49 new Company-operated Shacks between September 25, 2024 and September 24, 2025, partially offset by a change in the timing and payments related to general business accruals.

Current wording

For the thirteen weeks ended April 1, 2026, net cash provided by operating activities was $8.5 million compared to $31.2 million for the thirteen weeks ended March 26, 2025, a decrease of $22.7 million. The decrease was primarily driven by changes in working capital of $22.9 million, partially offset by a $0.2 million improvement in net results after excluding non-cash charges. The changes in working capital primarily included a change in the timing and payments related to general business operations and accruals and an increase in prepaid rent payments due to the shift of our fiscal calendar, partially offset by improved collection of receivables as compared to prior period.

Previous wording

For the thirty-nine weeks ended September 24, 2025, net cash used in investing activities was $106.7 million compared to $31.4 million for the thirty-nine weeks ended September 25, 2024. The change was primarily driven by the absence of $69.4 million of proceeds from maturities of held-to-maturity marketable securities in the current period, compared to the prior year.

Current wording

For the thirteen weeks ended April 1, 2026, net cash used in investing activities was $47.2 million compared to $29.4 million for the thirteen weeks ended March 26, 2025. The change was primarily driven by an increase of $17.8 million of capital expenditures related to our larger development pipeline, compared to the prior year.

Previous wording

For the thirty-nine weeks ended September 24, 2025, net cash used in financing activities was $15.5 million compared to $8.5 million for the thirty-nine weeks ended September 25, 2024, an increase of $7.0 million. This increase was primarily due to an increase in withholding taxes related to net settled equity awards.

Current wording

For the thirteen weeks ended April 1, 2026, net cash used in financing activities was $7.8 million compared to $9.7 million for the thirteen weeks ended March 26, 2025, a decrease of $1.9 million. This decrease was primarily due to a decrease in withholding taxes related to net settled equity awards.

Previous wording

In March 2021, we issued $250.0 million aggregate principal amount of 0% Convertible Senior Notes due 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, we pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.

Current wording

In March 2021, we issued $250.0 million aggregate principal amount of 0% Convertible Senior Notes due 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, we pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information relating to our long-term debt.

Previous wording

Debt and Note 7, Leases, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 for additional information relating to our long-term debt and operating and financing leases.

Current wording

Debt and Note 7, Leases, in the accompanying Condensed Consolidated Financial Statements, for additional information relating to our long-term debt and operating and financing leases.

Previous wording

Liabilities under the Tax Receivable Agreement include amounts to be paid to the non-controlling interest holders, assuming we will have sufficient taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. Refer to Note 10, Income Taxes, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1, for additional information relating to our Tax Receivable Agreement and related liabilities.

Current wording

Liabilities under the Tax Receivable Agreement include amounts to be paid to the non-controlling interest holders, assuming we will have sufficient taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. Refer to Note 10, Income Taxes, in the accompanying Condensed Consolidated Financial Statements, for additional information relating to our Tax Receivable Agreement and related liabilities.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

As a percentage of Total revenue, the increase in General and administrative expenses for the thirteen weeks ended April 1, 2026 was primarily due to the aforementioned items.

Current report — wording carried from elsewhere

(1)As a percentage of Shack sales.

Current report — wording carried from elsewhere

34 |Shake Shack Inc. Form 10-Q a complete understanding of the Net income (loss) attributable to Shake Shack Inc. Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should be evaluated in conjunction with our GAAP financial results. A reconciliation of adjusted pro forma net income to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully exchanged and diluted share are set forth below.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

34 |Shake Shack Inc. Form 10-Q