Stock-based compensation includes stock options, restricted stock units, performance stock unit awards, and stock appreciation rights, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on their grant date fair value. Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where recipient’s other compensation is reported.

The Company recorded stock-based compensation expense of $4.5 million and $4.9 million in the thirteen weeks ended February 28, 2026, and March 1, 2025, respectively, and $7.6 million and $8.8 million during the twenty-six weeks ended February 28, 2026, and March 1, 2025, respectively. The thirteen and twenty-six weeks ended February 28, 2026 are inclusive of the recognition of $1.0 million of stock-based compensation expense in connection with the separation of the Company’s prior President and Chief Executive Officer in January 2026.

In January 2026, the Company’s stockholders approved The Simply Good Foods Company Incentive Plan (the “Incentive Plan”), which replaced the 2017 Omnibus Incentive Plan (the “Prior Plan”). The purpose of the Incentive Plan is to assist the Company to attract, retain, and motivate officers and employees of, consultants to, and non-employee directors providing services to, the Company and to promote the success of the Company’s business by providing these participating individuals with a proprietary interest in the Company’s performance.

In connection with the hiring of the Company’s President and Chief Executive Officer on January 19, 2026, the Board of Directors granted a stock option exercisable for the purchase of 2,000,000 shares of the Company’s common stock at an exercise price of $20.93 per share (the “CEO Stock Option Inducement Award”). This stock option is considered an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares were authorized outside of the Incentive Plan and the Prior Plan in connection with the commencement of the new President and Chief Executive Officer’s employment. The CEO Stock Option Inducement Grant has a term that expires on January 19, 2034, and vests in three substantially equal installments on the anniversary of the grant date beginning January 19, 2027. The fair value of the Inducement Grant was $7.38 per share and was computed using the Black-Scholes Option Pricing Model.


	Shares underlying options	Weighted average exercise price		Weighted average remaining contractual life (years)
Outstanding as of August 30, 2025	1,476,243	$	25.44	4.61
Granted	2,059,311	20.93
Exercised	(88,000)	12.00
Forfeited	(8,632)	32.99
Outstanding as of February 28, 2026	3,438,922	$	23.06	6.45
Vested and expected to vest as of February 28, 2026	3,438,922	$	23.06	6.45
Exercisable as of February 28, 2026	1,339,698	$	25.96	4.07

As of February 28, 2026, the Company had $14.9 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.9 years. During the twenty-six weeks ended February 28, 2026, and March 1, 2025, the Company received $1.1 million and $10.1 million in cash from stock option exercises, respectively.


	Units	Weighted average grant-date fair value
Non-vested as of August 30, 2025	639,015	$	36.14
Granted	557,554	20.29
Vested	(301,786)	32.63
Forfeited	(87,211)	31.56
Non-vested as of February 28, 2026	807,572	$	27.01

As of February 28, 2026, the Company had $15.7 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 2.0 years.

During the twenty-six weeks ended February 28, 2026, the Board of Directors granted performance stock units under the Company’s Incentive Plan and Prior Plan. The number of shares issuable as a result of grants of performance stock units is determined based on market-based criteria, performance-based criteria, or a combination of market-based criteria and performance-based criteria. The number of shares may be increased or decreased based on the results of these metrics in accordance with the terms established at the date of grant.

For market-based criteria awards, the Company’s relative total shareholder return, or relative TSR, is measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the applicable three-year performance period. The percentile rank of the Company’s TSR relative to that of the peer group determines the percent of the target award earned, ranging between 0% and 200%. The related compensation expense is recognized ratably over the term regardless of whether or not the market condition is satisfied, provided the requisite service is rendered. These units are valued using a Monte Carlo simulation.

For Company financial performance-based criteria awards, we estimate the probability that the Company’s internally established performance criteria will be achieved at each reporting period and adjust compensation expense accordingly. The performance metrics achieved determines the percent of the target award earned, ranging between 0% and 200%. These units are valued using the closing market price of the Company’s common stock on the date of grant.

For market-based criteria and Company financial performance-based criteria awards, the Company’s TSR within the peer group and the performance metrics achieved determines the percent of the target award earned, ranging between 0% and 275%. We estimate the probability that the performance criteria will be achieved at each reporting period and adjust compensation expense accordingly. Should the performance-based criteria not be probable of being achieved, the compensation expense for the value of the award incorporating the market-based criteria is recognized ratably over the term, provided the requisite service is rendered. These units are valued using a Monte Carlo simulation.


	Units	Weighted average grant-date fair value
Non-vested as of August 30, 2025	278,193	$	52.66
Granted	290,348	23.92
Vested	(56,651)	62.55
Forfeited	(158,294)	37.37
Non-vested as of February 28, 2026	353,596	$	34.32

Performance stock units are generally granted to employees as a part of the annual grant in November of the associated fiscal year, although the Board of Directors reserves the right to administer mid-year grants from time to time as they see fit. The fair value of each performance stock unit grant with a market-based TSR component is estimated on the date of grant using a Monte-Carlo simulation based on the following assumptions presented below which are associated with each year’s annual grant:


	Twenty-Six Weeks Ended	Twenty-Six Weeks Ended
	February 28, 2026	March 1, 2025
Expected volatility	29.96%	31.38%
Expected dividend yield	—%	—%
Expected performance term	2.93	2.93
Risk-free rate of return	3.54%	4.14%
Fair value	$22.22	$54.41

As of February 28, 2026, the Company had $5.6 million of total unrecognized compensation cost related to performance stock units that will be recognized over an expected weighted average period of 2.2 years.

Stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the Company’s common stock price and are awarded to non-employee consultants of the Company. The SARs settle in shares of its common stock once the applicable vesting criteria have been met. The SARs outstanding as of February 28, 2026, cliff vested two years from the date of grant and must be exercised within five years from the date of grant.


	Shares underlying SARs	Weighted average exercise price
Outstanding as of August 30, 2025	150,000	$	37.67
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of February 28, 2026	150,000	$	37.67
Vested as of February 28, 2026	150,000	$	37.67
Exercisable as of February 28, 2026	150,000	$	37.67

The SARs outstanding as of the twenty-six weeks ended February 28, 2026, are liability-classified; therefore, the related stock-based compensation expense is based on the vesting provisions and the fair value of the awards.