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Shake Shack Announces Third Quarter 2025 Financial Results

  • Total revenue of $367.4 million, up 15.9% versus 2024, including $352.8 million of Shack sales and $14.6 million of Licensing revenue.
  • System-wide sales of $571.5 million, up 15.4% versus 2024.
  • Same-Shack sales up 4.9% versus 2024.
  • Operating income of $18.5 million versus operating loss of $18.0 million in 2024.
    • Restaurant-level profit(1) of $80.6 million, or 22.8% of Shack sales.
  • Net income of $13.7 million versus net loss of $11.1 million in 2024.
    • Adjusted EBITDA(1) of $54.1 million, up 18.2% versus 2024.
  • Net income attributable to Shake Shack Inc. of $12.5 million, or earnings of $0.30 per diluted share.
    • Adjusted pro forma net income(1) of $15.9 million, or earnings of $0.36 per fully exchanged and diluted share.
  • Opened 13 new Company-operated Shacks and seven new licensed Shacks.

Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK) has posted its results for the third quarter of 2025 in a Shareholder Letter in the Quarterly Results section of the Company's Investor Relations website, which can be found here: Q3 2025 Shake Shack Shareholder Letter.

Shake Shack will host a conference call at 8:00 a.m. ET. Hosting the call will be Robert Lynch, Chief Executive Officer, and Katherine Fogertey, Chief Financial Officer. The conference call can be accessed live over the phone by dialing (877) 407-0792, or for international callers by dialing (201) 689-8263. A replay of the call will be available until November 6, 2025 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13756073.

The live audio webcast of the conference call will be accessible in the Events & Presentations section of the Company's Investor Relations website at investor.shakeshack.com. An archived replay of the webcast will also be available shortly after the live event has concluded.

(1)

Restaurant-level profit, Adjusted EBITDA and Adjusted pro forma net income are non-GAAP measures. A reconciliation to the most directly comparable financial measures presented in accordance with GAAP is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures” below.

About Shake Shack

Shake Shack serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development, to its inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the Company has expanded to over 630 locations system-wide, including over 405 in 34 U.S. States and the District of Columbia, and over 225 international locations across London, Hong Kong, Shanghai, Singapore, Mexico City, Istanbul, Dubai, Tokyo, Seoul and more.

Skip the line with the Shack App, a mobile ordering app that lets you save time by ordering ahead! Guests can select their location, pick their food, choose a pickup time and their meal will be cooked-to-order and timed to arrival. Available on iOS and Android.

Definitions

The following definitions apply to these terms as used in this release:

"Shack sales" is defined as the aggregate sales of food, beverages, gift card breakage income and Shake Shack branded merchandise at Company-operated Shacks and excludes sales from licensed Shacks.

“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, opening fees, and termination fees.

"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.

"Restaurant-level profit," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.

"Restaurant-level profit margin," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses as a percentage of Shack sales.

“EBITDA,” a non-GAAP measure, is defined as Net income before interest expense (net of interest income), Income tax expense, and Depreciation and amortization expense.

“Adjusted EBITDA,” a non-GAAP measure, is defined as EBITDA (as defined above), 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 the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.

"Adjusted pro forma net income," a non-GAAP measure, 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 the Company does not believe are directly reflected to its core operations and may not be indicative of its recurring business operations.

SHAKE SHACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)

 

 

September 24

2025

December 25

2024

ASSETS

 

 

Current assets:

 

 

Cash and cash equivalents

$

357,757

 

$

320,714

 

Accounts receivable, net

 

20,612

 

 

19,687

 

Inventories

 

6,311

 

 

6,014

 

Prepaid expenses and other current assets

 

30,097

 

 

21,801

 

Total current assets

 

414,777

 

 

368,216

 

Property and equipment, net of accumulated depreciation of $529,577 and $457,186, respectively.

 

598,092

 

 

551,600

 

Operating lease assets

 

468,087

 

 

424,611

 

Deferred income taxes, net

 

334,978

 

 

341,586

 

Other assets

 

11,251

 

 

10,958

 

TOTAL ASSETS

$

1,827,185

 

$

1,696,971

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

Current liabilities:

 

 

Accounts payable

$

23,562

 

$

23,609

 

Accrued expenses

 

93,945

 

 

63,005

 

Accrued wages and related liabilities

 

25,946

 

 

25,422

 

Operating lease liabilities, current

 

60,671

 

 

55,739

 

Other current liabilities

 

21,226

 

 

19,538

 

Total current liabilities

 

225,350

 

 

187,313

 

Long-term debt

 

247,469

 

 

246,683

 

Long-term operating lease liabilities

 

540,248

 

 

494,499

 

Liabilities under tax receivable agreement, net of current portion

 

247,825

 

 

247,017

 

Other long-term liabilities

 

31,056

 

 

27,833

 

Total liabilities

 

1,291,948

 

 

1,203,345

 

Commitments and contingencies

 

 

Stockholders' equity:

 

 

Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of September 24, 2025 and December 25, 2024.

 

 

 

 

Class A common stock, $0.001 par value—200,000,000 shares authorized; 40,253,444 and

40,068,068 shares issued and outstanding as of September 24, 2025 and December 25, 2024, respectively.

 

40

 

 

40

 

Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,434,789 and

2,455,713 shares issued and outstanding as of September 24, 2025 and December 25, 2024, respectively.

 

2

 

 

2

 

Additional paid-in capital

 

448,096

 

 

442,993

 

Retained earnings

 

60,878

 

 

26,984

 

Accumulated other comprehensive loss

 

(1

)

 

(1

)

Total stockholders' equity attributable to Shake Shack Inc.

 

509,015

 

 

470,018

 

Non-controlling interests

 

26,222

 

 

23,608

 

Total equity

 

535,237

 

 

493,626

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,827,185

 

$

1,696,971

 

SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share amounts)

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

September 24

2025

 

September 25

2024

 

September 24

2025

 

September 25

2024

Shack sales

$

352,846

 

96.0

%

$

304,897

 

96.2

%

$

1,005,908

 

96.3

%

$

890,929

 

96.4

%

Licensing revenue

 

14,565

 

4.0

%

 

12,027

 

3.8

%

 

38,867

 

3.7

%

 

32,995

 

3.6

%

TOTAL REVENUE

 

367,411

 

100.0

%

 

316,924

 

100.0

%

 

1,044,775

 

100.0

%

 

923,924

 

100.0

%

Shack-level operating expenses(1):

 

 

 

 

 

 

 

 

Food and paper costs

 

103,461

 

29.3

%

 

86,056

 

28.2

%

 

286,119

 

28.4

%

 

251,362

 

28.2

%

Labor and related expenses

 

88,033

 

24.9

%

 

85,523

 

28.0

%

 

262,759

 

26.1

%

 

253,646

 

28.5

%

Other operating expenses

 

53,779

 

15.2

%

 

45,564

 

14.9

%

 

152,809

 

15.2

%

 

131,373

 

14.7

%

Occupancy and related expenses

 

26,995

 

7.7

%

 

23,608

 

7.7

%

 

77,219

 

7.7

%

 

69,022

 

7.7

%

General and administrative expenses

 

44,381

 

12.1

%

 

35,691

 

11.3

%

 

125,692

 

12.0

%

 

107,948

 

11.7

%

Depreciation and amortization expense

 

27,079

 

7.4

%

 

25,722

 

8.1

%

 

80,167

 

7.7

%

 

76,659

 

8.3

%

Pre-opening costs

 

4,625

 

1.3

%

 

3,662

 

1.2

%

 

12,798

 

1.2

%

 

10,429

 

1.1

%

Impairments, loss on disposal of assets, and Shack closures

 

510

 

0.1

%

 

29,086

 

9.2

%

 

3,448

 

0.3

%

 

30,657

 

3.3

%

TOTAL EXPENSES

 

348,863

 

95.0

%

 

334,912

 

105.7

%

 

1,001,011

 

95.8

%

 

931,096

 

100.8

%

INCOME (LOSS) FROM OPERATIONS

 

18,548

 

5.0

%

 

(17,988

)

(5.7

)%

 

43,764

 

4.2

%

 

(7,172

)

(0.8

)%

Other income, net

 

3,103

 

0.8

%

 

3,504

 

1.1

%

 

8,924

 

0.9

%

 

10,010

 

1.1

%

Interest expense

 

(504

)

(0.1

)%

 

(498

)

(0.2

)%

 

(1,615

)

(0.2

)%

 

(1,533

)

(0.2

)%

INCOME (LOSS) BEFORE INCOME TAXES

 

21,147

 

5.8

%

 

(14,982

)

(4.7

)%

 

51,073

 

4.9

%

 

1,305

 

0.1

%

Income tax expense (benefit)

 

7,436

 

2.0

%

 

(3,873

)

(1.2

)%

 

14,366

 

1.4

%

 

(182

)

%

NET INCOME (LOSS)

 

13,711

 

3.7

%

 

(11,109

)

(3.5

)%

 

36,707

 

3.5

%

 

1,487

 

0.2

%

Less: Net income (loss) attributable to non-controlling interests

 

1,210

 

0.3

%

 

(898

)

(0.3

)%

 

2,813

 

0.3

%

 

(10

)

%

NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.

$

12,501

 

3.4

%

$

(10,211

)

(3.2

)%

$

33,894

 

3.2

%

$

1,497

 

0.2

%

Earnings (Loss) per share of Class A common stock:

 

 

 

 

 

 

 

 

Basic

$

0.31

 

 

$

(0.26

)

 

$

0.84

 

 

$

0.04

 

 

Diluted

$

0.30

 

 

$

(0.26

)

 

$

0.81

 

 

$

0.03

 

 

Weighted-average shares of Class A common stock outstanding:

 

 

 

 

 

 

 

 

Basic

 

40,250

 

 

 

40,010

 

 

 

40,199

 

 

 

39,758

 

 

Diluted

 

41,874

 

 

 

40,010

 

 

 

41,852

 

 

 

44,163

 

 

 

(1) As a percentage of Shack sales.

SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

 

Thirty-Nine Weeks Ended

 

September 24

2025

September 25

2024

OPERATING ACTIVITIES

 

 

Net income (including amounts attributable to non-controlling interests)

$

36,707

 

$

1,487

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Depreciation and amortization expense

 

80,167

 

 

76,659

 

Amortization of debt issuance costs

 

786

 

 

786

 

Amortization of cloud computing assets

 

1,676

 

 

1,577

 

Non-cash operating lease cost

 

64,489

 

 

57,484

 

Equity-based compensation

 

14,173

 

 

11,539

 

Deferred income taxes

 

9,238

 

 

(4,122

)

Non-cash interest

 

31

 

 

(123

)

Net amortization of discount on held-to-maturity securities

 

 

 

(440

)

Impairments, loss on disposal of assets, and Shack closures

 

3,448

 

 

28,703

 

Changes in operating assets and liabilities:

 

 

Accounts receivable

 

(925

)

 

104

 

Inventories

 

(297

)

 

258

 

Prepaid expenses and other current assets

 

(4,134

)

 

(3,781

)

Other assets

 

(4,634

)

 

(2,489

)

Accounts payable

 

(610

)

 

(3,907

)

Accrued expenses

 

22,078

 

 

10,123

 

Accrued wages and related liabilities

 

524

 

 

1,016

 

Other current liabilities

 

(1,377

)

 

(1,385

)

Operating lease liabilities

 

(65,713

)

 

(49,159

)

Other long-term liabilities

 

3,592

 

 

1,742

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

159,219

 

 

126,072

 

INVESTING ACTIVITIES

 

 

Purchases of property and equipment

 

(106,697

)

 

(100,801

)

Maturities of held-to-maturity marketable securities

 

 

 

69,420

 

NET CASH USED IN INVESTING ACTIVITIES

 

(106,697

)

 

(31,381

)

FINANCING ACTIVITIES

 

 

Payments on principal of finance leases

 

(4,013

)

 

(2,921

)

Deferred financing costs

 

(10

)

 

 

Distributions paid to non-controlling interest holders

 

(1,758

)

 

(208

)

Payments under tax receivable agreement

 

(37

)

 

 

Net proceeds from stock option exercises

 

123

 

 

795

 

Employee withholding taxes related to net settled equity awards

 

(9,784

)

 

(6,146

)

NET CASH USED IN FINANCING ACTIVITIES

 

(15,479

)

 

(8,480

)

Effect of exchange rate changes on cash and cash equivalents

 

 

 

1

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

37,043

 

 

86,212

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

320,714

 

 

224,653

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

357,757

 

$

310,865

 

SHAKE SHACK INC.

NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses 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 including 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 the Company believes are useful measures to evaluate the performance and profitability of its Shacks. Additionally, Restaurant-level profit and Restaurant-level profit margin are key metrics used internally by management to develop internal budgets and forecasts, as well as assess the performance of its Shacks relative to budget and against prior periods. It is also used to evaluate employee compensation as it serves as a metric in certain performance-based employee bonus arrangements. The Company believes presentation of Restaurant-level profit and Restaurant-level profit margin provides investors with a supplemental view of its operating performance that can provide meaningful insights to the underlying operating performance of the Shacks, as these measures depict the operating results that are directly impacted by the Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of the Shacks. It may also assist investors to evaluate the Company's performance relative to peers of various sizes and maturities and provides greater transparency with respect to how management evaluates the business, as well as the 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 the Company's Shacks. Therefore, this measure may not provide a complete understanding of the Company's operating results as a whole and Restaurant-level profit and Restaurant-level profit margin should be reviewed in conjunction with the Company's GAAP financial results.

A reconciliation of Restaurant-level profit to Income (loss) from operations, the most directly comparable GAAP financial measure, is set forth below.

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

(dollar amounts in thousands)

September 24

2025

 

September 25

2024

 

September 24

2025

 

September 25

2024

Income (loss) from operations

$

18,548

 

 

$

(17,988

)

 

$

43,764

 

 

$

(7,172

)

Less:

 

 

 

 

 

 

 

Licensing revenue

 

14,565

 

 

 

12,027

 

 

 

38,867

 

 

 

32,995

 

Add:

 

 

 

 

 

 

 

General and administrative expenses

 

44,381

 

 

 

35,691

 

 

 

125,692

 

 

 

107,948

 

Depreciation and amortization expense

 

27,079

 

 

 

25,722

 

 

 

80,167

 

 

 

76,659

 

Pre-opening costs

 

4,625

 

 

 

3,662

 

 

 

12,798

 

 

 

10,429

 

Impairments, loss on disposal of assets, and Shack closures

 

510

 

 

 

29,086

 

 

 

3,448

 

 

 

30,657

 

Adjustment:

 

 

 

 

 

 

 

Employee benefit charges(1)

 

 

 

 

8

 

 

 

 

 

 

453

 

Restaurant-level profit

$

80,578

 

 

$

64,154

 

 

$

227,002

 

 

$

185,979

 

 

 

 

 

 

 

 

 

Total revenue

$

367,411

 

 

$

316,924

 

 

$

1,044,775

 

 

$

923,924

 

Less: Licensing revenue

 

14,565

 

 

 

12,027

 

 

 

38,867

 

 

 

32,995

 

Shack sales

$

352,846

 

 

$

304,897

 

 

$

1,005,908

 

 

$

890,929

 

 

 

 

 

 

 

 

 

Restaurant-level profit margin(2)

 

22.8

%

 

 

21.0

%

 

 

22.6

%

 

 

20.9

%

 

(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.

SHAKE SHACK INC.

NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

EBITDA and Adjusted EBITDA

EBITDA, a non-GAAP measure, is defined as Net income before interest expense (net of interest income), Income tax expense and Depreciation and amortization expense. Adjusted EBITDA, a non-GAAP measure, is defined as EBITDA excluding equity-based compensation expense, Impairments, loss on the disposal of assets, and Shack closures, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's 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 the Company believes are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by management to develop internal budgets and forecasts and also serves as a metric in its performance-based equity incentive programs and certain bonus arrangements. The Company believes presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of the Company's operating performance that facilitates analysis and comparisons of its ongoing business operations because they exclude items that may not be indicative of the Company's 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 the Company's performance and should be reviewed in conjunction with the GAAP financial measures.

A reconciliation of EBITDA and adjusted EBITDA to Net income (loss), the most directly comparable GAAP measure, is set forth below.

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

(dollar amounts in thousands)

September 24

2025

September 25

2024

September 24

2025

September 25

2024

Net income (loss)

$

13,711

 

$

(11,109

)

$

36,707

 

$

1,487

 

Depreciation and amortization expense

 

27,079

 

 

25,722

 

 

80,167

 

 

76,659

 

Interest expense, net

 

472

 

 

442

 

 

1,495

 

 

810

 

Income tax expense (benefit)

 

7,436

 

 

(3,873

)

 

14,366

 

 

(182

)

EBITDA

$

48,698

 

$

11,182

 

$

132,735

 

$

78,774

 

 

 

 

 

 

Equity-based compensation

 

4,423

 

 

4,158

 

 

14,173

 

 

11,539

 

Amortization of cloud-based software implementation costs

 

510

 

 

529

 

 

1,676

 

 

1,577

 

Impairments, loss on disposal of assets, and Shack closures

 

510

 

 

29,086

 

 

3,448

 

 

30,657

 

Legal settlements(1)

 

 

 

 

 

983

 

 

 

Severance

 

 

 

 

 

379

 

 

 

Restatement costs(2)

 

 

 

1

 

 

354

 

 

1,600

 

CEO transition costs

 

 

 

53

 

 

35

 

 

641

 

Employee benefit charges(3)

 

 

 

8

 

 

 

 

453

 

Other(4)

 

 

 

774

 

 

3

 

 

3,644

 

Adjusted EBITDA

$

54,141

 

$

45,791

 

$

153,786

 

$

128,885

 

 

 

 

 

 

Adjusted EBITDA margin(5)

 

14.7

%

 

14.4

%

 

14.7

%

 

13.9

%

(1)

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

(2)

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

(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 $367.4 million and $1,044.8 million for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and $316.9 million and $923.9 million for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.

SHAKE SHACK INC.

NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

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

Adjusted pro forma net income represents Net income (loss) 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 the Company does not believe are directly related to its core operations and may not be indicative of 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 the Company believes are useful measures to evaluate performance period over period and relative to its competitors. By assuming the full exchange of all outstanding LLC Interests, the Company believes 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 (loss) attributable to Shake Shack Inc. driven by increases in its ownership of SSE Holdings, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of 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 (loss) and earnings (loss) per share, as determined under GAAP. While these measures are useful in evaluating the Company's performance, it does not account for the earnings attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the Net income (loss) attributable to Shake Shack Inc. Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should be evaluated in conjunction with GAAP financial results.

A reconciliation of adjusted pro forma net income to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully exchanged and diluted share are set forth below.

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

(in thousands, except per share amounts)

September 24

2025

September 25

2024

September 24

2025

September 25

2024

Numerator:

 

 

 

 

Net income (loss) attributable to Shake Shack Inc.

$

12,501

 

$

(10,211

)

$

33,894

$

1,497

 

Adjustments:

 

 

 

 

Reallocation of Net income (loss) attributable to non-controlling interests from the assumed exchange of LLC Interests(1)

 

1,210

 

 

(898

)

 

2,813

 

(10

)

Impairment charge and Shack closures(2)

 

(44

)

 

28,157

 

 

1,904

 

28,157

 

Legal settlements(3)

 

 

 

 

 

983

 

 

Severance

 

 

 

 

 

379

 

 

Restatement costs(4)

 

 

 

1

 

 

354

 

1,600

 

CEO transition costs

 

 

 

53

 

 

35

 

641

 

Employee benefit charges(5)

 

 

 

8

 

 

 

453

 

Other(6)

 

 

 

774

 

 

3

 

3,644

 

Tax impact of above adjustments(7)

 

2,187

 

 

(6,725

)

 

1,363

 

(7,054

)

Adjusted pro forma net income

$

15,854

 

$

11,159

 

$

41,728

$

28,928

 

 

 

 

 

 

Denominator:

 

 

 

 

Weighted average shares of Class A common stock outstanding—diluted

 

41,874

 

 

40,010

 

 

41,852

 

44,163

 

Adjustments:

 

 

 

 

Assumed exchange of weighted average LLC Interests for shares of Class A common stock(1)

 

2,437

 

 

2,466

 

 

2,443

 

 

Dilutive effect of equity awards

 

 

 

278

 

 

 

 

Dilutive effect of convertible notes

 

 

 

1,467

 

 

 

 

Adjusted pro forma fully exchanged weighted average shares of Class A common stock outstanding—diluted

 

44,311

 

 

44,221

 

 

44,295

 

44,163

 

 

 

 

 

 

Adjusted pro forma earnings per fully exchanged share—diluted

$

0.36

 

$

0.25

 

$

0.94

$

0.66

 

 
 

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

 

September 24

2025

September 25

2024

September 24

2025

September 25

2024

Earnings (loss) per share of Class A common stock—diluted

$

0.30

 

$

(0.26

)

$

0.81

$

0.03

 

Assumed exchange of weighted average LLC Interests for shares of Class A common stock(1)

 

0.01

 

 

 

 

0.02

 

 

Non-GAAP adjustments(8)

 

0.05

 

 

0.52

 

 

0.11

 

0.63

 

Dilutive effect of convertible notes

 

 

 

(0.01

)

 

 

 

Adjusted pro forma earnings per fully exchanged share—diluted

$

0.36

 

$

0.25

 

$

0.94

$

0.66

 

(1)

 

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

(2)

 

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

(3)

 

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

(4)

 

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

(5)

 

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

(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 24.9% and 23.8% for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and 20.4% and 19.2% for the thirteen and thirty-nine weeks ended September 25, 2024, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

(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.

 

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