Shake Shack Inc.: Form 10-Q for the period ended Jun 25, 2025

This section and other parts of this Quarterly Report on Form 10-Q ("Form 10-Q") contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact are forward-looking statements including, but not limited to, statements about our growth, including our long-term growth goals, strategic priorities and initiatives, and liquidity. Forward-looking statements discuss our current expectations, targets and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "likely," "outlook," "potential," "preliminary," "project," "projection," "plan," "seek," "targets," "may," "could," "would," "will," "should," "can," "can have," the negatives thereof and other similar expressions.

Forward-looking statements reflect our current views with respect to future events and are based on certain assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from trends, plans, or expectations set forth in the forward-looking statement, as set forth in this Form 10-Q. All forward-looking statements are expressly qualified in

Shake Shack Inc. Form 10-Q | 25 their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024 ("2024 Form 10-K") and our other filings with the SEC.

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

The following discussion should be read in conjunction with our 2024 Form 10-K and the Condensed Consolidated Financial Statements and notes thereto included in Part I, Item 1 of this Form 10-Q. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years and the associated quarters, months and periods of those fiscal years.

OVERVIEW

Shake Shack serves modern, fun and elevated versions of American classics using only premium ingredients. We are known for our made-to-order 100% Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With our fine-dining roots and a commitment to crafting uplifting experiences, Shake Shack has become a cult-brand and created a new category, fine-casual.

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.

The following definitions apply to these terms as used herein:

"Average weekly sales" is calculated by dividing total Shack sales by the number of operating weeks for all Shacks in operation during the period. For Shacks that are not open for the entire period, fractional adjustments are made to the number of operating weeks open such that it corresponds to the period of associated sales.

"Same-Shack sales" represents Shack sales for the comparable Shack base, which is defined as the number of Company-operated Shacks open for 24 full fiscal months or longer. For consecutive days that Shacks were temporarily closed, the comparative period was also adjusted.

“System-wide sales” is an operating measure and consists of sales from Company-operated Shacks and licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from licensed Shacks, as well as certain up-front fees, such as territory fees and opening fees.

Key Operating Metrics

Same-Shack sales for the thirteen weeks ended June 25, 2025 increased 1.8% compared to the same period last year, driven by a 2.5% increase in price mix, partially offset by a 0.7% decline in guest traffic. Same-Shack sales for the twenty-six weeks ended June 25, 2025 increased 2.2% compared to the same period last year, driven by a 4.1% increase in price mix, partially offset by a 1.9% decline in guest traffic. For the purpose of calculating same-Shack sales for the thirteen and twenty-six weeks ended June 25, 2025, Shack sales for 257 Shacks were included in the comparable Shack base.

Average weekly sales were $78,000 for the thirteen weeks ended June 25, 2025, compared to $77,000 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 decrease in guest traffic and items per check. Average weekly sales were $75,000 for the twenty-six weeks ended June 25, 2025, which was flat compared to 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.

System-wide sales for the thirteen weeks ended June 25, 2025 increased 13.7% to $549.9 million compared to the same period last year. System-wide sales for the twenty-six weeks ended June 25, 2025 increased 12.1% to $1,039.3 million compared to the same period last year.

Digital sales for the thirteen weeks ended June 25, 2025 increased 16.6% to $122.5 million compared to the same period last year. Digital sales for the twenty-six weeks ended June 25, 2025 increased 15.5% to $240.5 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 35.7% and 36.8%, respectively, of Shack sales during the thirteen and twenty-six weeks ended June 25, 2025.

Development Highlights

During the thirteen weeks ended June 25, 2025, we opened 13 new Company-operated Shacks and nine new licensed Shacks. There was one permanent licensed Shack closure in the second quarter of 2025.

The following table presents the Shacks opened during the thirteen weeks ended June 25, 2025:

As of June 25, 2025, there were 610 Shacks in operation system wide, of which 346 were Company-operated Shacks and 264 were licensed Shacks.

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RESULTS OF OPERATIONS

The following table summarizes our results of operations for the thirteen and twenty-six weeks ended June 25, 2025 and June 26, 2024:

(dollar amounts in thousands)

(1) As a percentage of Shack sales.

Shack Sales

Shack sales represent the aggregate sales of food, beverages and Shake Shack branded merchandise at our Company-operated Shacks and gift card breakage income. Shack sales in any period are directly influenced by the number of operating weeks in such period and the total number of open Shacks.

(dollar amounts in thousands)

Shack sales for the thirteen weeks ended June 25, 2025 increased 12.4% to $343.2 million versus the same period last year. The increase was primarily due to the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 2025, which contributed $34.5 million, as well as increased menu prices, partially offset by the impact from the closure of nine Company-operated Shacks in fiscal 2024 and a decline in items per check.

Shack sales for the twenty-six weeks ended June 25, 2025 increased 11.4% to $653.1 million versus the same period last year. The increase was primarily due to the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 2025, which contributed $59.4 million, as well as increased menu prices, partially offset by the impact from the closure of nine Company-operated Shacks in fiscal 2024 and a decline in guest traffic.

Licensing Revenue

Licensing revenue is comprised of license fees and opening fees and territory 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.

(dollar amounts in thousands)

Licensing revenue for the thirteen weeks ended June 25, 2025 increased 20.2% to $13.2 million versus the same period last year. Licensing revenue for the twenty-six weeks ended June 25, 2025 increased 15.9% to $24.3 million versus the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to the opening of 28 net new licensed Shacks between June 26, 2024 and June 25, 2025, which contributed $1.2 million and $1.8 million, respectively, as well as higher sales from our partnership with Delta Air Lines and existing domestic licensed Shacks.

Food and Paper Costs

Food and paper costs include the direct costs associated with food, beverage and packaging of our menu items. The components of Food and paper costs are variable by nature, change with sales volume, and are impacted by menu mix, channel mix and fluctuations in commodity costs, as well as geographic scale and proximity.

(dollar amounts in thousands)

Food and paper costs for the thirteen weeks ended June 25, 2025 increased 13.6% to $96.6 million versus the same period last year. Food and paper costs for the twenty-six weeks ended June 25, 2025 increased 10.5% to $182.7 million versus the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 2025, which contributed approximately $10.0 million and $17.1 million, respectively, partially offset by the closure of nine Company-operated Shacks in fiscal 2024.

As a percentage of Shack sales, the increase in Food and paper costs for the thirteen weeks ended June 25, 2025 was primarily driven increased commodity costs, mainly beef, and marketing promotions, partially offset by increased menu prices. As a percentage of Shack sales, the decrease in Food and paper costs for the twenty-six weeks ended June 25, 2025 was primarily driven by increased menu prices and deflation of paper costs, partially offset by increased commodity costs, mainly beef and marketing promotions.

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Labor and Related Expenses

Labor and related expenses include Company-operated Shack-level hourly and management wages, bonuses, payroll taxes, equity-based compensation, workers' compensation expense and medical benefits. As we expect with other variable expense items, labor costs should grow as our Shack sales grow. Factors that influence labor costs include minimum wage and payroll tax legislation, health care costs, size and location of the Shack and the performance of our Company-operated Shacks.

(dollar amounts in thousands)

Labor and related expenses for the thirteen weeks ended June 25, 2025 increased 1.7% to $88.1 million versus the same period last year. Labor and related expenses for the twenty-six weeks ended June 25, 2025 increased 3.9% to $174.7 million versus the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 2025, partially offset by labor efficiencies and the closure of nine Company-operated Shacks in fiscal 2024.

As a percentage of Shack sales, the decreases in Labor and related expenses for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to labor efficiencies, partially offset by increased wages and incremental expenses from the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 2025.

Other Operating Expenses

Other operating expenses consist of delivery commissions, Shack-level marketing expenses, repairs and maintenance, utilities and other operating expenses incidental to operating our Company-operated Shacks, such as non-perishable supplies, credit card fees and property insurance.

(dollar amounts in thousands)

Other operating expenses for the thirteen weeks ended June 25, 2025 increased 15.5% to $50.8 million versus the same period last year. Other operating expenses for the twenty-six weeks ended June 25, 2025 increased 15.4% to $99.0 million versus the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to increased transaction costs, mainly delivery commission, associated with higher sales, increased marketing spend, as well as higher facilities costs.

As a percentage of Shack sales, the increases in Other operating expenses for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to increased marketing spend and delivery commission associated with higher delivery sales.

Occupancy and Related Expenses

Occupancy and related expenses consist of Shack-level occupancy expenses (including rent, common area expenses and certain local taxes), and exclude occupancy expenses associated with unopened Shacks, which are recorded separately in Pre-opening costs.

(dollar amounts in thousands)

Occupancy and related expenses for the thirteen weeks ended June 25, 2025 increased 10.2% to $25.6 million versus the same period last year. Occupancy and related expenses for the twenty-six weeks ended June 25, 2025 increased 10.6% to $50.2 million versus the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 2025, which contributed approximately $2.2 million and $4.0 million, respectively, partially offset by the closure of nine Company-operated Shacks in fiscal 2024.

As a percentage of Shack sales, the decrease in Occupancy and related expenses for the thirteen weeks ended June 25, 2025 was primarily driven by sales leverage. As a percentage of Shack sales, Occupancy and related expenses was flat for the twenty-six weeks ended June 25, 2025.

General and Administrative Expenses

General and administrative expenses consist of costs associated with corporate and administrative functions that support Shack development and operations, as well as equity-based compensation expense.

(dollar amounts in thousands)

General and administrative expenses for the thirteen weeks ended June 25, 2025 increased 12.0% to $40.7 million versus the same period last year. The increase was primarily due to increased wages and other team costs to support our Shack growth as well as increased investments in marketing and technology initiatives, partially offset by a decrease in professional fees related to non-recurring matters compared to the prior year period. As a percentage of Total revenue, the decrease in General and administrative expenses for the thirteen weeks ended June 25, 2025 was primarily due to sales leverage, partially offset by the aforementioned items.

General and administrative expenses for the twenty-six weeks ended June 25, 2025 increased 12.5% to $81.3 million versus the same period last year. The increase was primarily due to increased wages and other team costs to support our Shack growth as well as increased investments in marketing and legal expenses, partially offset by a decrease in professional fees related to non-recurring matters and the absence of 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 twenty-six weeks ended June 25, 2025 was primarily due to the aforementioned items, partially offset by sales leverage.

Shake Shack Inc. Form 10-Q | 31

Depreciation and Amortization Expense

Depreciation and amortization expense primarily consists of the depreciation of fixed assets, including leasehold improvements and equipment.

(dollar amounts in thousands)

Depreciation and amortization expense for the thirteen weeks ended June 25, 2025 increased 4.1% to $26.5 million versus the same period last year. Depreciation and amortization expense for the twenty-six weeks ended June 25, 2025 increased 4.2% to $53.1 million versus the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to incremental depreciation of capital expenditures related to the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 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.

Pre-Opening Costs

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.

(dollar amounts in thousands)

Pre-opening costs for the thirteen weeks ended June 25, 2025 increased 23.4% to $5.0 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 associated with accelerating the development pipeline, as well as increased smallwares compared to the prior year period.

Pre-opening costs for the twenty-six weeks ended June 25, 2025 increased 20.8% to $8.2 million versus the same period last year. The increase was primarily due to increased legal costs associated with accelerating the development pipeline, increased wages and team costs for our Shack teams related to the timing of Shack openings throughout the year, as well as increased utilities.

Impairments, loss on disposal of assets, and Shack closures

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.

(dollar amounts in thousands)

Impairments, loss on disposal of assets, and Shack closures for the thirteen weeks ended June 25, 2025 decreased to $0.9 million versus the same period last year. The decrease was primarily due to a decrease in the cost of abandoned projects and disposed assets at our Shack Support Centers in the current year period compared to the prior year period, partially offset by expenses incurred in the current year period related to the closure of nine Company-operated Shacks in August 2024.

Impairments, loss on disposal of assets, and Shack closures for the twenty-six weeks ended June 25, 2025 increased to $2.9 million. The increase was primarily due to expenses related to the closure of nine Company-operated Shacks in August 2024, partially offset by a decrease in the cost of abandoned projects.

Other Income, Net

Other income, net consists primarily of interest income, adjustments to liabilities under the Tax Receivable Agreement, dividend income and net unrealized and realized gains and losses from marketable securities.

(dollar amounts in thousands)

Other income, net for the thirteen weeks ended June 25, 2025 decreased from $3.3 million to $2.9 million versus the same period last year. Other income, net for the twenty-six weeks ended June 25, 2025 decreased from $6.5 million to $5.8 million versus the same period last year. The decreases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to a change from investments in the prior year to cash equivalents in the current year.

Interest Expense

Interest expense generally consists of interest on the current portion of our liabilities under the Tax Receivable Agreement, imputed interest related to our financing equipment leases, amortization of deferred financing costs, interest and fees on our Revolving Credit Facility and amortization of debt issuance costs.

(dollar amounts in thousands)

Interest expense for the thirteen weeks ended June 25, 2025 increased 4.0% to $0.5 million versus the same period last year. Interest expense for the twenty-six weeks ended June 25, 2025 increased 7.3% to $1.1 million versus the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 2025 were primarily due to increased finance lease charges from the opening of 44 new Company-operated Shacks between June 26, 2024 and June 25, 2025.

Income Tax Expense

We are the sole managing member of SSE Holdings and, as a result, consolidate the financial results of SSE Holdings. For U.S. federal and certain state and local tax purposes, SSE Holdings is classified as a partnership. Consequently, any taxable income

Shake Shack Inc. Form 10-Q | 33 or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. As a result, the Company is subject to U.S. federal income taxes, along with applicable state and local taxes on its allocable share of any taxable income or loss of SSE Holdings. Additionally, the Company is taxed on any standalone income or loss generated by Shake Shack, Inc. The Company is also subject to withholding taxes in certain foreign jurisdictions.

(dollar amounts in thousands)

Our effective income tax rates for the thirteen weeks ended June 25, 2025 and June 26, 2024 were 25.1% and 23.4%, respectively. Our effective income tax rates for the twenty-six weeks ended June 25, 2025 and June 26, 2024 were 23.2% and 22.7%, respectively. The increase in effective income tax rates were primarily driven by higher state income tax expense. 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 93.7%, respectively, for the thirteen weeks ended June 25, 2025 and June 26, 2024, and 94.3% and 93.5%, respectively, for the twenty-six weeks ended June 25, 2025 and June 26, 2024. These increases in the Company's ownership interest in SSE Holdings LLC increased its share of the taxable income of SSE Holdings.

Net Income Attributable to Non-controlling Interests

We are the sole managing member of SSE Holdings and have the sole voting power in, and control the management of, SSE Holdings. Accordingly, we consolidate the financial results of SSE Holdings and report a non-controlling interest on our Condensed Consolidated Statements of Income, representing the portion of net income attributable to the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income and other comprehensive income to Shake Shack Inc. and the non-controlling interest holders.

(dollar amounts in thousands)

Net income attributable to non-controlling interests for the thirteen weeks ended June 25, 2025 increased to $1.3 million from $0.7 million in the same period last year. Net income attributable to non-controlling interests for the twenty-six weeks ended June 25, 2025 increased to $1.6 million from $0.9 million in the same period last year. The increases for the thirteen and twenty-six weeks ended June 25, 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 twenty-six weeks ended June 25, 2025 and 6.3% and 6.5%, respectively, for the thirteen and twenty-six weeks ended June 26, 2024.

NON-GAAP FINANCIAL MEASURES

To supplement the Condensed Consolidated Financial Statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we use the following non-GAAP financial measures: Restaurant-level profit, Restaurant-level profit margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share (collectively the "non-GAAP financial measures").

Restaurant-Level Profit

Restaurant-level profit is defined as Shack sales less Shack-level operating expenses which include Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.

How This Measure Is Useful

When used in conjunction with GAAP financial measures, Restaurant-level profit and Restaurant-level profit margin are supplemental measures of operating performance that we believe are useful measures to evaluate the performance and profitability of our Shacks. Additionally, Restaurant-level profit and Restaurant-level profit margin are key metrics used internally by our management to develop internal budgets and forecasts, as well as assess the performance of our Shacks relative to budget and against prior periods. It is also used to evaluate team member compensation as it serves as a metric in certain of our performance-based team member bonus arrangements. We believe the presentation of Restaurant-level profit and Restaurant-level profit margin provides investors with a supplemental view of our operating performance that can provide meaningful insights to the underlying operating performance of our Shacks, as these measures depict the operating results that are directly impacted by our Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of our Shacks. It may also assist investors to evaluate our performance relative to peers of various sizes and maturities and provides greater transparency with respect to how our management evaluates our business, as well as our financial and operational decision-making.

Limitations of the Usefulness of this Measure

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 from operations, the most directly comparable GAAP financial measure, is as follows.

(dollar amounts in thousands)

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

(2) As a percentage of Shack sales.

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EBITDA and Adjusted EBITDA

EBITDA is defined as Net income before Interest expense (net of interest income), Income tax expense and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA excluding equity-based compensation expense, Impairments, loss on disposal of assets, and Shack closures, amortization of cloud-based software implementation costs, as well as certain non-recurring items that we do not believe directly reflect our core operations and may not be indicative of our recurring business operations.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that we believe are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by our management to develop internal budgets and forecasts and also serves as a metric in our performance-based equity incentive programs and certain of our bonus arrangements. We believe presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.

Limitations of the Usefulness of These Measures

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, the most directly comparable GAAP measure, is as follows.

(dollar amounts in thousands)

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

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

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

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

(5) Calculated as a percentage of Total revenue, which was $356.5 million and $677.4 million for the thirteen and twenty-six weeks ended June 25, 2025, respectively, and $316.5 million and $607.0 million for the thirteen and twenty-six weeks ended June 26, 2024, respectively.

Adjusted Pro Forma Net Income and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share

Adjusted pro forma net income represents Net income attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that we do not believe are directly related to our core operations and may not be indicative of our recurring business operations. Adjusted pro forma earnings per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income by the weighted average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Interests, after giving effect to the dilutive effect of outstanding equity-based awards.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share are supplemental measures of operating performance that we believe are useful measures to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all outstanding LLC Interests, we believe these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in Net income attributable to Shake Shack Inc. driven by increases in our ownership of SSE Holdings, which are unrelated to our operating performance, and excludes items that are non-recurring or may not be indicative of our ongoing operating performance.

Limitations of the Usefulness of These Measures

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 and earnings 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 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 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.

Shake Shack Inc. Form 10-Q | 37

(in thousands, except per share amounts)

(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 attributable to non-controlling interests. Refer to Note 11, Earnings per Share, in the accompanying Condensed Consolidated Financial Statements, for additional information.

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

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

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

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

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

(7) Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 23.6% and 23.1% for the thirteen and twenty-six weeks ended June 25, 2025, respectively, and 24.1% and 18.4% for the thirteen and twenty-six weeks ended June 26, 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.

(8) Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted pro forma net income above, for additional information.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, and availability under our Revolving Credit Facility. As of June 25, 2025, we maintained a Cash and cash equivalents balance of $336.8 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.

On June 6, 2024, we filed a Registration Statement on Form S-3 with the SEC which permits us to issue a combination of securities described in the prospectus in one or more offerings from time to time. To date, we have not experienced difficulty accessing the capital markets; however, future volatility in the capital markets may affect our ability to access those markets or increase the costs associated with issuing debt or equity instruments.

Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our requirements for working capital are generally not significant because our guests pay for their food and beverage purchases in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items. Our ongoing capital expenditures are principally related to opening new Shacks, existing Shack capital investments (both for remodels and maintenance), as well as investments in our corporate technology infrastructure to support our Shack Support Centers, Shake Shack locations, and digital strategy.

In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of June 25, 2025, such obligations totaled $248.3 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 are 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.

We believe our existing cash and cash equivalents balances and cash from operations will be sufficient to fund our operating and finance lease obligations, capital expenditures, Tax Receivable Agreement obligations and working capital needs for at least the next 12 months.

Summary of Cash Flows

The following table presents a summary of our cash flows from operating, investing and financing activities.

(in thousands)

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Operating Activities

For the twenty-six weeks ended June 25, 2025, net cash provided by operating activities was $96.2 million compared to $84.2 million for the twenty-six weeks ended June 26, 2024, an increase of $12.0 million. The increase was primarily driven by a $24.1 million improvement in net results after excluding non-cash charges, partially offset by changes in working capital of $12.1 million. The changes in working capital primarily included an increase in payments on lease liabilities due to the opening of 35 net new Company-operated Shacks between June 26, 2024 and June 25, 2025 and an increase in bonus payments, partially offset by a change in the timing and payments related to general business accruals.

Investing Activities

For the twenty-six weeks ended June 25, 2025, net cash used in investing activities was $67.4 million compared to net cash provided by investing activities of $0.4 million for the twenty-six weeks ended June 26, 2024. The change was primarily driven by the absence of $66.4 million of proceeds from maturities of held-to-maturity marketable securities in the current period, compared to the prior year.

Financing Activities

For the twenty-six weeks ended June 25, 2025, net cash used in financing activities was $12.7 million compared to $7.5 million for the twenty-six weeks ended June 26, 2024, an increase of $5.2 million. This increase was primarily due to an increase in withholding taxes related to net settled equity awards.

Convertible Notes

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.

Revolving Credit Facility

In August 2019, we entered into a Revolving Credit Facility, which permits borrowings up to $50.0 million, with the ability to increase available borrowings up to an additional $100.0 million, subject to satisfaction of certain conditions. The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15.0 million.

In July 2025, the Company entered into the sixth amendment to the Revolving Credit Facility ("Sixth Amendment"), which, among other things, extends the maturity date until the earlier of (a) February 28, 2028, or (b) the date that is 91 days prior to the scheduled maturity date of any Convertible Notes outstanding at any time.

Outstanding borrowings under the Revolving Credit Facility bear interest at either: (i) the base rate plus applicable margin ranging from 0.0% to 1.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus applicable margin ranging from 1.0% to 2.5%, in each case depending on the net lease adjusted leverage ratio. As of June 25, 2025 and December 25, 2024, no amounts were outstanding under the Revolving Credit Facility.

The obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the assets of SSE Holdings and the guarantors. The obligations under the Revolving Credit Facility are guaranteed by each of SSE Holdings' direct and indirect subsidiaries, with certain exceptions.

The Revolving Credit Facility requires us to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, as well as other customary affirmative and negative covenants. As of June 25, 2025, we were in compliance with all covenants.

Contractual Obligations

Material contractual obligations arising in the normal course of business primarily consist of operating and finance lease obligations, long-term debt, liabilities under the Tax Receivable Agreement and purchase obligations. The timing and nature of these commitments are expected to have an impact on our liquidity and capital requirements in future periods. Refer to Note 6,

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.

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.

Purchase obligations include all legally binding contracts, including commitments for the purchase, construction, or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. The majority of our purchase obligations are due within the next 12 months. The Company also enters into long-term, exclusive contracts with certain vendors to supply food, beverages and paper goods, obligating the Company to purchase specified quantities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our consolidated financial condition and results of operations is based upon the accompanying Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with GAAP. The preparation of the Condensed Consolidated Financial Statements requires us to make estimates, judgments and assumptions, which we believe to be reasonable, based on the information available. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Variances in the estimates or assumptions used to actual experience could yield materially different accounting results. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.

Recently Issued Accounting Pronouncements

Refer to Note 2, Summary of Significant Accounting Policies under Part I, Item 1 of this Form 10-Q.

There have been no material changes to our exposure to market risks as described in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting that occurred during the quarter ended June 25, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2024.