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Simply Good Foods Co

For the period ended May 30, 2026. Filed Jul 9, 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.

May 30, 2026 · Filed Jul 9, 2026

SMPL$12.05-4.0%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 2026-02-28; filed 2026-04-09.

0001702744-26-000012

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

Current report: 10-Q

Period ended 2026-05-30; filed 2026-07-09.

0001702744-26-000023

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 101 previous paragraphs and 101 current paragraphs.

53 unchanged; 43 reworded; 4 added; 3 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 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 (4)

Current report

As a result of the sustained decline in the Company’s share price and declines in the Company’s market capitalization assessed during the third quarter of fiscal year 2026, the Company identified a triggering event indicating that it was more likely than not that the fair value of the goodwill reporting unit was less than its carrying amount. The Company conducted a quantitative interim goodwill assessment as of the last day of its third quarter, May 30, 2026, utilizing a 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 equity of the Company. Based on testing, the carrying value was greater than its fair value, resulting in an impairment of $38.0 million related to goodwill during the thirteen and thirty-nine weeks ended May 30, 2026. There were no impairment charges related to goodwill during the thirty-nine weeks ended May 31, 2025.

Current report

•Selling and marketing. Selling and marketing expenses increased $5.4 million, or 15.9%, for the thirteen weeks ended May 30, 2026, compared to the thirteen weeks ended May 31, 2025. The increase was primarily driven by investments in our selling capability and increased marketing spend to support longer-term brand growth and restructuring costs.

Current report

Interest income. Interest income was $0.7 million for both the thirteen weeks ended May 30, 2026 and May 31, 2025.
Removed paragraphs (3)

Previous report

•Business transaction costs. Business transaction costs were zero for the thirteen weeks ended February 28, 2026, compared to $0.2 million for the thirteen weeks ended March 1, 2025, and were comprised of expenses related to the OWYN Acquisition.

Previous report

Interest income. Interest income of $0.9 million increased $0.2 million for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025.
Reworded paragraphs (43)

Previous wording

During the twenty-six weeks ended February 28, 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 are taking actions 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 will result in distribution-related declines in the current fiscal year and could continue to be reduced in future periods. In response, the Company is taking actions to increase consumer demand to restore velocities and growth for the brand.

Current wording

During the thirty-nine weeks ended May 30, 2026, our results of operations were primarily driven by continued distribution-related declines for Atkins and 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, we have been taking action to bolster the highest performing Atkins products and simultaneously working with retailers to replace lower performing Atkins products with higher performing products. In fiscal year 2026, OWYN experienced poor velocities, including on newly expanded distribution, which has resulted in distribution-related declines in the current fiscal year and could continue to be reduced in future periods. In response, the Company has been taking actions to increase consumer demand to restore velocities and growth for the brand.

Previous wording

The Company’s gross margin was affected by the unfavorable effects of higher commodity expenses and tariffs 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.

Current wording

The Company’s gross margin was affected by the unfavorable effects of higher input costs 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.

Previous wording

As a result of the declines of net sales and future revenue projections assessed during the second 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 OWYN and Atkins brands and trademarks indefinite-lived intangible assets were less than their respective carrying amounts. The Company conducted a quantitative assessment as of the last day of its second quarter, February 28, 2026, utilizing an income approach to estimate the fair value of the intangible assets. Based on testing, the respective assets carrying values exceeded their fair values, resulting in a loss on impairment of $187.0 million for OWYN and $62.0 million for Atkins during the thirteen weeks ended February 28, 2026. There were no impairment charges related to the Company’s indefinite-lived intangible assets during the twenty-six weeks ended March 1, 2025.

Current wording

As a result of the sustained decline in the Company’s stock price and declines in the Company’s market capitalization assessed during the third 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 OWYN and Atkins brands and trademarks indefinite-lived intangible assets were less than their respective carrying amounts. The Company conducted a quantitative assessment as of the last day of its third quarter, May 30, 2026, utilizing an income approach to estimate the fair value of the intangible assets. Based on testing, the respective assets carrying values exceeded their fair values, resulting in a loss on impairment of $13.0 million for OWYN and $31.0 million for Atkins during the thirteen weeks ended May 30, 2026. Impairment charges were $200.0 million for OWYN and $93.0 million for Atkins for the thirty-nine weeks ended May 30, 2026. In addition, the Company included the Quest brand and trademark indefinite-lived intangible asset within the quantitative assessment; utilizing an income approach to estimate the fair value of the intangible asset. Based on testing, its fair value exceeded its carrying value, resulting in no impairment. There were no impairment charges related to the Company’s indefinite-lived intangible assets during the thirty-nine weeks ended May 31, 2025.

Previous wording

For the twenty-six weeks ended February 28, 2026, the Company incurred $4.5 million of costs for restructuring activities which have been included within General and administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss). As of February 28, 2026, the outstanding restructuring liability was $1.1 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.

Current wording

For the thirteen and thirty-nine week periods ended May 30, 2026, the Company incurred $13.5 million and $18.1 million of costs for restructuring activities, of which $6.2 million and $6.2 million have been included within Cost of goods soldand $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 May 30, 2026, the outstanding restructuring liability was $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.

Previous wording

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 include workforce reductions, changes in management structure, actions to streamline its operations and other cost savings initiatives. While early in the process, the Company expects to incur approximately $15.0 million, including the $4.5 million referenced above, in restructuring and other costs, which are to be paid throughout fiscal 2026 and fiscal 2027.

Current wording

During the second quarter of fiscal year 2026 the Company announced certain 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 included workforce reductions, changes in management structure, actions to streamline its operations and other cost savings initiatives. As of May 30, 2026, the Company expects to incur approximately $25.0 million, including the $18.1 million referenced above, in restructuring and other costs, which are to be paid throughout fiscal 2026 and fiscal 2027.

Previous wording

In connection with the restructuring activities, the Company recorded incremental stock-based compensation expense of $1.0 million in connection with 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.

Current wording

In connection with the restructuring activities, the Company recorded incremental stock-based compensation expense of $1.0 million in the second 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.

Previous wording

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

Current wording

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

Previous wording

During the thirteen weeks ended February 28, 2026, our net sales decreased 9.4% to $326.0 million compared to $359.7 million for the thirteen weeks ended March 1, 2025, driven by distribution-related declines for Atkins and velocity-related declines for OWYN.

Current wording

During the thirteen weeks ended May 30, 2026, our net sales decreased 6.3% to $357.0 million compared to $381.0 million for the thirteen weeks ended May 31, 2025, driven by distribution-related declines for Atkins which were partially offset by Quest and OWYN volume-driven growth.

Previous wording

Gross profit decreased and gross profit margin decreased 460 basis points, primarily as a result of unfavorable commodity expenses and tariffs 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.

Current wording

Gross profit decreased and gross profit margin decreased 390 basis points, primarily as a result of higher input costs and current 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.

Previous wording

Net sales. Net sales were $326.0 million for the thirteen weeks ended February 28, 2026, compared to $359.7 million for the thirteen weeks ended March 1, 2025, representing a decrease of $33.6 million, or 9.4%, driven by distribution-related declines for Atkins and velocity-related declines for OWYN.

Current wording

Net sales. Net sales were $357.0 million for the thirteen weeks ended May 30, 2026, compared to $381.0 million for the thirteen weeks ended May 31, 2025, representing a decrease of $24.0 million, or 6.3%, driven by distribution-related declines for Atkins which were partially offset by Quest and OWYN volume-driven growth.

Previous wording

Cost of goods sold. Cost of goods sold decreased $6.5 million, or 2.8%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025. The cost of goods sold decrease was driven primarily by the decrease of net sales compared to the prior year period.

Current wording

Cost of goods sold. Cost of goods sold decreased $1.6 million, or 0.6%, for the thirteen weeks ended May 30, 2026, compared to the thirteen weeks ended May 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.

Previous wording

Gross profit. Gross profit decreased $27.1 million, or 20.8%, to $103.0 million for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025. Gross profit margin was 31.6% of net sales for the thirteen weeks ended February 28, 2026, a decrease of 460 basis points from 36.2% of net sales for the thirteen weeks ended March 1, 2025. The decrease in gross profit margin was primarily driven by unfavorable commodity expenses compared to the prior year period.

Current wording

Gross profit. Gross profit decreased $22.4 million, or 16.2%, to $116.1 million for the thirteen weeks ended May 30, 2026, compared to the thirteen weeks ended May 31, 2025. Gross profit margin was 32.5% of net sales for the thirteen weeks ended May 30, 2026, a decrease of 390 basis points from 36.4% of net sales for the thirteen weeks ended May 31, 2025. The decrease in gross profit margin was primarily driven by volume declines, higher input costs, and restructuring costs compared to the prior year period.

Previous wording

Operating expenses. Operating expenses increased $240.9 million, or 319.5%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025, due to the following:

Current wording

Operating expenses. Operating expenses increased $86.8 million, or 109.6%, for the thirteen weeks ended May 30, 2026, compared to the thirteen weeks ended May 31, 2025, due to the following:

Previous wording

•General and administrative. General and administrative expenses decreased $1.1 million, or 3.2%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025. The decrease was primarily attributable to a decrease of $3.8 million in employee-related costs, a decrease of $1.2 million in integration expenses related to the OWYN Acquisition, and a decrease of $0.5 million in term loan transaction fees, partially offset by an increase of $4.5 million in restructuring costs primarily related to the separation of the Company’s prior President and Chief Executive Officer.

Current wording

•General and administrative. General and administrative expenses decreased $0.8 million, or 1.9%, for the thirteen weeks ended May 30, 2026, compared to the thirteen weeks ended May 31, 2025. The decrease was primarily attributable to a decrease of $5.2 million in integration expenses related to the OWYN Acquisition, a decrease of $1.8 million in employee-related costs, and lower general corporate expenses, partially offset by an increase of $6.2 million in restructuring costs.

Previous wording

•Depreciation and amortization. Depreciation and amortization expense was $4.3 million for the thirteen weeks ended February 28, 2026, and $4.1 million for the thirteen weeks ended March 1, 2025, respectively.

Current wording

•Depreciation and amortization. Depreciation and amortization expense was $4.3 million for the thirteen weeks ended May 30, 2026, and $4.2 million for the thirteen weeks ended May 31, 2025, respectively.

Previous wording

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

Current wording

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

Previous wording

Gain (loss) on foreign currency transactions. Foreign currency transactions resulted in a $0.2 million gain for the thirteen weeks ended February 28, 2026, and a $0.1 million loss for the thirteen weeks ended March 1, 2025.

Current wording

Gain (loss) on foreign currency transactions. Foreign currency transactions resulted in an immaterial gain for the thirteen weeks ended May 30, 2026, and a $0.3 million loss for the thirteen weeks ended May 31, 2025.

Previous wording

Income tax (benefit) expense. Income tax benefit was $58.3 million for the thirteen weeks ended February 28, 2026, compared to income tax expense of $12.2 million during the thirteen weeks ended March 1, 2025. The change in our income tax (benefit) expense was primarily driven by lower income from operations, primarily the loss on impairment.

Current wording

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

Previous wording

Net (loss) income. Net loss was $159.7 million for the thirteen weeks ended February 28, 2026, a decrease of $196.4 million, compared to net income of $36.7 million for the thirteen weeks ended March 1, 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.

Current wording

Net (loss) income. Net loss was $52.0 million for the thirteen weeks ended May 30, 2026, a decrease of $93.1 million, compared to net income of $41.1 million for the thirteen weeks ended May 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.

Previous wording

Adjusted EBITDA. Adjusted EBITDA decreased $12.5 million, or 18.4%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 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.

Current wording

Adjusted EBITDA. Adjusted EBITDA decreased $16.6 million, or 22.5%, for the thirteen weeks ended May 30, 2026, compared to the thirteen weeks ended May 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.

Previous wording

Comparison of Unaudited Results for the Twenty-Six Weeks Ended February 28, 2026, and the Twenty-Six Weeks Ended March 1, 2025

Current wording

Comparison of Unaudited Results for the Thirty-Nine Weeks Ended May 30, 2026, and the Thirty-Nine Weeks Ended May 31, 2025

Previous wording

Net sales. Net sales were $666.2 million for the twenty-six weeks ended February 28, 2026, compared to $700.9 million for the twenty-six weeks ended March 1, 2025, representing a decrease of $34.7 million, or 5.0%, driven by the distribution-related declines for Atkins and velocity-related declines for OWYN, which were partially offset by Quest volume-driven growth.

Current wording

Net sales. Net sales were $1,023.2 million for the thirty-nine weeks ended May 30, 2026, compared to $1,081.9 million for the thirty-nine weeks ended May 31, 2025, representing a decrease of $58.7 million, or 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.

Previous wording

Cost of goods sold. Cost of goods sold increased $13.0 million, or 2.9%, for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025. The cost of goods sold increase was driven primarily by higher ingredient and packaging costs compared to the prior year period.

Current wording

Cost of goods sold. Cost of goods sold increased $11.4 million, or 1.7%, for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 31, 2025. The cost of goods sold increase was driven primarily by higher input costs and restructuring costs compared to the prior year period.

Previous wording

Gross profit. Gross profit decreased $47.7 million, or 18.3%, to $212.9 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025. Gross profit margin was 32.0% of net sales for the twenty-six weeks ended February 28, 2026, a decline of 520 basis points from 37.2% of net sales for the twenty-six weeks ended March 1, 2025. The decline in gross profit margin was primarily driven by unfavorable commodity expenses compared to the prior year period.

Current wording

Gross profit. Gross profit decreased $70.1 million, or 17.6%, to $329.0 million for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 31, 2025. Gross profit margin was 32.2% of net sales for the thirty-nine weeks ended May 30, 2026, a decrease of 470 basis points from 36.9% of net sales for the thirty-nine weeks ended May 31, 2025. The decrease in gross profit margin was primarily driven by higher input costs and restructuring costs compared to the prior year period.

Previous wording

Operating expenses. Operating expenses increased $237.4 million, or 156.9%, for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025, due to the following:

Current wording

Operating expenses. Operating expenses increased $324.2 million, or 140.6%, for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 31, 2025, due to the following:

Previous wording

•Selling and marketing. Selling and marketing expenses decreased $6.9 million, or 19.7%, for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025. The decrease was primarily related to a planned decrease in Atkins marketing spend partially offset by increases for Quest.

Current wording

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

Previous wording

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

Current wording

•General and administrative. General and administrative expenses decreased $2.0 million, or 1.7%, for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 31, 2025. The decrease was primarily attributable to a decrease of $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 $10.8 million in restructuring costs, and an increase of $2.3 million in term loan transaction fees.

Previous wording

•Depreciation and amortization. Depreciation and amortization expense was $8.9 million and $8.3 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025, respectively.

Current wording

•Depreciation and amortization. Depreciation and amortization expense was $13.3 million and $12.5 million for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 31, 2025, respectively.

Previous wording

•Business transaction costs. Business transaction costs were zero for the twenty-six weeks ended February 28, 2026, compared to $0.8 million for the twenty-six weeks ended March 1, 2025, and were comprised of expenses related to the OWYN Acquisition.

Current wording

•Business transaction costs. Business transaction costs were zero for the thirty-nine weeks ended May 30, 2026, compared to $0.8 million for the thirty-nine weeks ended May 31, 2025.

Previous wording

•Loss on impairment. Loss on impairment charges were $249.0 million for the twenty-six weeks ended February 28, 2026 and zero for the twenty-six weeks ended March 1, 2025. Refer to Note 4, Goodwill and Intangibles, for additional information regarding the Company’s impairment assessments.

Current wording

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

Previous wording

Interest income. Interest income of $1.4 million decreased $0.1 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025.

Current wording

Interest income. Interest income of $2.1 million decreased $0.1 million for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 31, 2025.

Previous wording

Interest expense. Interest expense of $5.8 million decreased $0.5 million for the thirteen weeks ended February 28, 2026, compared to the thirteen weeks ended March 1, 2025, primarily due to the decrease in interest rates on our Term Facility to 5.7% as of February 28, 2026 from 6.3% as of March 1, 2025.

Current wording

Interest expense. Interest expense of $15.9 million decreased $3.2 million for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 31, 2025, primarily due to the decrease in interest rates on our Term Facility to 5.7% as of May 30, 2026 from 6.3% as of May 31, 2025.

Previous wording

Gain (loss) on foreign currency transactions. Foreign currency transactions resulted in a $0.1 million gain and an immaterial loss for the twenty-six weeks ended February 28, 2026, and March 1, 2025, respectively.

Current wording

Gain (loss) on foreign currency transactions. Foreign currency transactions resulted in a $0.1 million gain and an $0.3 million loss for the thirty-nine weeks ended May 30, 2026, and May 31, 2025, respectively.

Previous wording

Income tax (benefit) expense. Income tax benefit was $49.8 million for the twenty-six weeks ended February 28, 2026, compared to income tax expense of $21.8 million during the twenty-six weeks ended March 1, 2025. The change in our income tax (benefit) expense was primarily driven by lower income from operations, primarily the loss on impairment.

Current wording

Income tax (benefit) expense. Income tax benefit was $52.7 million for the thirty-nine weeks ended May 30, 2026, compared to income tax expense of $35.4 million during the thirty-nine weeks ended May 31, 2025. The change in our income tax (benefit) expense was primarily driven by lower income from operations and changes in permanent differences, primarily the non-deductible goodwill impairment.

Previous wording

Net (loss) income. Net loss was $134.4 million for the twenty-six weeks ended February 28, 2026, a decrease of $209.3 million compared to net income of $74.9 million for the twenty-six weeks ended March 1, 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.

Current wording

Net (loss) income. Net loss was $186.4 million for the thirty-nine weeks ended May 30, 2026, a decrease of $302.4 million compared to net income of $116.0 million for the thirty-nine weeks ended May 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.

Previous wording

Adjusted EBITDA. Adjusted EBITDA decreased $26.9 million, or 19.5% for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 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.

Current wording

Adjusted EBITDA. Adjusted EBITDA decreased $43.5 million, or 20.5% for the thirty-nine weeks ended May 30, 2026, compared to the thirty-nine weeks ended May 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.

Previous wording

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-six weeks ended February 28, 2026, and March 1, 2025:

Current wording

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 thirty-nine weeks ended May 30, 2026, and May 31, 2025:

Previous wording

We had $107.4 million in cash as of February 28, 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.

Current wording

We had $123.9 million in cash as of May 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.

Previous wording

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 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.

Current wording

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.

Previous wording

During the thirteen weeks ended February 28, 2026, the Company repurchased 4,606,990 shares of common stock at an average price of $19.21 per share, inclusive of commissions and exclusive of accrued excise tax. During the twenty-six weeks ended February 28, 2026, the Company repurchased 9,590,504 shares of common stock at an average price of $19.62 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 February 28, 2026, approximately $182.5 million remained available under the Current Authorization.

Current wording

During the thirteen and thirty-nine weeks ended May 30, 2026, the Company repurchased 2,061,263 and 11,651,767 shares of common stock at an average price of $12.14 and $18.29 per share, respectively, inclusive of commissions and exclusive of accrued excise tax. During the thirteen and thirty-nine weeks ended May 31, 2025, the Company repurchased 693,375 shares of common stock at an average price of $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. As of May 30, 2026, approximately $157.5 million remained available under the Current Authorization.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Interest expense. Interest expense of $5.8 million increased $0.9 million for the thirteen weeks ended May 30, 2026, compared to the thirteen weeks ended May 31, 2025, primarily due to a higher term loan balance.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

•Selling and marketing. Selling and marketing expenses decreased $10.2 million, or 15.0%, for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025 The decrease was primarily related to a planned decrease in Atkins marketing spend partially offset by increases for Quest.

Previous report — wording carried elsewhere

Interest expense. Interest expense of $10.1 million decreased $4.1 million for the twenty-six weeks ended February 28, 2026, compared to the twenty-six weeks ended March 1, 2025, primarily due to the decrease in interest rates on our Term Facility to 5.7% as of February 28, 2026 from 6.3% as of March 1, 2025.