arkr-20251227

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-09453

ARK RESTAURANTS CORP.

(Exact name of registrant as specified in its charter)


New York						13-3156768
(State or Other Jurisdiction of Incorporation or Organization)						(IRS Employer Identification No.)


85 Fifth Avenue,	New York,	NY	10003
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 206-8800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

ARKR

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller Reporting Company

☒

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ý

As of February 6, 2026, there were 3,606,157 shares of the registrant's common stock outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

On one or more occasions, we may make statements in this Quarterly Report on Form 10-Q regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. All statements, other than statements of historical facts, included or incorporated by reference herein relating to management’s current expectations of future financial performance, continued growth and changes in economic conditions or capital markets are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “hopes,” “will continue” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records and other data available from third parties, we cannot assure you that our projections will be achieved. Factors that may cause such differences include: economic conditions generally and in each of the markets in which we are located, the amount of sales contributed by new and existing restaurants, labor costs for our personnel, fluctuations in the cost of food products, adverse weather conditions, changes in consumer preferences and the level of competition from existing or new competitors.

While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of unknown factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report in the context of the factors that could cause outcomes to differ materially from our expectations. These factors include, but are not limited to:

•the adverse impact of the current political climate and current and future economic conditions, including inflation and tariffs, on our: (i) operating results, cash flows and financial condition, (ii) ability to comply with the terms and covenants of our debt agreements, (iii) ability to pay or refinance our existing debt or to obtain additional financing, and (iv) projected cash flows used in assessing assets for impairment;

•increases in food, beverage and supply costs, especially for seafood, shellfish, chicken and beef;

•increases in wages and benefit costs, including the cost of group medical and workers' compensation insurance;

•our ability to open new restaurants in new and existing markets, including difficulty in finding sites and in negotiating acceptable leases;

•vulnerability to changes in consumer preferences and economic conditions;

•vulnerability to conditions in the cities in which we operate;

•vulnerability to adverse weather conditions and natural disasters given the geographic concentration and real estate intensive nature of our business and obtaining related property and liability insurance at acceptable premiums;

•our ability to extend existing leases on favorable terms, if at all;

•our ability to renew expired leases on favorable terms, if at all, including our Bryant Park Grill & Cafe which expired on April 30, 2025 and for The Porch at Bryant Park which expired on March 31, 2025 (see Note 8 - Commitments and Contingencies to the Consolidated Condensed Financial Statements);

•negative publicity, whether or not valid, and our ability to respond to and effectively manage the accelerated impact of social media;

•concerns about food safety and quality and about food-borne illnesses;

•the reliance of the Company on the continued service of its executive officers;

•the impact of any security breaches of confidential customer information in connection with our electronic process of credit and debit card transactions; and

•the impact of any failure of our information technology system or any breach of our network security.

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We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the ways that we expect. The forward-looking statements included in this report 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 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. We qualify all of our forward-looking statements by these cautionary statements.

From time to time, oral or written forward-looking statements are also included in our reports on Forms 10-K, 10-Q, and 8-K, our Schedule 14A, our press releases and other materials released to the public. Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this Quarterly Report on Form 10-Q, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Quarterly Report on Form 10-Q or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent periodic reports filed with the Securities and Exchange Commission on Forms 10-Q, 10-K, 8-K and Schedule 14A.

Unless the context requires otherwise, references to “we,” “us,” “our,” “ARKR” and the “Company” refer specifically to Ark Restaurants Corp., and its subsidiaries, partnerships, variable interest entities and predecessor entities.

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Part I. Financial Information

Item 1. Consolidated Condensed Financial Statements


ARK RESTAURANTS CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands, Except Per Share Amounts)


	December 27, 2025		September 27, 2025
	(unaudited)		(Note 1)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	9,139	$	11,324
Accounts receivable	2,541		1,989
Employee receivables	121		136
Inventories	1,996		2,016
Prepaid and refundable income taxes	351		349
Prepaid expenses and other current assets	1,827		2,029
Total current assets	15,975		17,843
FIXED ASSETS - Net	29,572		29,168
OPERATING LEASE RIGHT-OF-USE ASSETS - Net	71,799		73,358
TRADEMARKS	4,220		4,220
INTANGIBLE ASSETS - Net	—		13
INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK	6,714		6,743
OTHER ASSETS	2,158		2,158
TOTAL ASSETS	$	130,438	$	133,503

LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Accounts payable - trade	$	4,735	$	4,483
Accrued expenses and other current liabilities	8,693		10,805
Current portion of operating lease liabilities	6,487		6,439
Current portion of notes payable	1,014		1,493
Total current liabilities	20,929		23,220
OPERATING LEASE LIABILITIES, LESS CURRENT PORTION	74,166		75,785
NOTES PAYABLE, LESS CURRENT PORTION, net of deferred financing costs	1,890		2,024
DEFERRED INCOME TAXES	360		360
TOTAL LIABILITIES	97,345		101,389
COMMITMENTS AND CONTINGENCIES
EQUITY:
Common stock, par value $0.01 per share - authorized, 10,000 shares; issued and outstanding, 3,606 shares at December 27, 2025 and September 27, 2025	36		36
Additional paid-in capital	14,021		13,989
Retained earnings	19,597		18,701
Total Ark Restaurants Corp. shareholders’ equity	33,654		32,726
NON-CONTROLLING INTERESTS	(561)		(612)
TOTAL EQUITY	33,093		32,114
TOTAL LIABILITIES AND EQUITY	$	130,438	$	133,503

See notes to consolidated condensed financial statements.

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ARK RESTAURANTS CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (In Thousands, Except Per Share Amounts)


	13 Weeks Ended
	December 27, 2025		December 28, 2024
REVENUES:
Food and beverage sales	$	40,246	$	44,442
Other revenue	503		546
Total revenues	40,749		44,988
COSTS AND EXPENSES:
Food and beverage cost of sales	10,662		12,107
Payroll expenses	14,209		16,408
Occupancy expenses	5,679		6,148
Other operating costs and expenses	5,317		5,800
General and administrative expenses	3,179		3,148
Depreciation and amortization	610		777
Loss on closure of El Rio Grande	—		146
Gain on termination of Tampa Food Court lease	—		(5,235)
Total costs and expenses	39,656		39,299
OPERATING INCOME	1,093		5,689
OTHER (INCOME) EXPENSE:
Interest expense	72		122
Interest income	(11)		(11)
Gain on sale of condominium	(128)		—
Total other (income) expense, net	(67)		111
INCOME BEFORE PROVISION FOR INCOME TAXES	1,160		5,578
Provision for income taxes	58		503
CONSOLIDATED NET INCOME	1,102		5,075
Net income attributable to non-controlling interests	(206)		(1,911)
NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP.	$	896	$	3,164

NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP. PER COMMON SHARE:
Basic	$	0.25	$	0.88
Diluted	$	0.25	$	0.88

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	3,606		3,604
Diluted	3,606		3,611

See notes to consolidated condensed financial statements.

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ARK RESTAURANTS CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY (unaudited) (In Thousands)


For the 13 weeks ended December 27, 2025
	Common Stock			Additional Paid-In Capital		Retained Earnings		Total Ark Restaurants Corp. Shareholders’ Equity		Non- controlling Interests		Total Equity
	Shares	Amount

BALANCE - September 27, 2025	3,606	$	36	$	13,989	$	18,701	$	32,726	$	(612)	$	32,114
Net income	—	—		—		896		896		206		1,102
Stock-based compensation activity	—	—		32		—		32		—		32
Distributions to non-controlling interests	—	—		—		—		—		(155)		(155)
BALANCE - December 27, 2025	3,606	$	36	$	14,021	$	19,597	$	33,654	$	(561)	$	33,093


For the 13 weeks ended December 28, 2024
	Common Stock			Additional Paid-In Capital		Retained Earnings		Total Ark Restaurants Corp. Shareholders’ Equity		Non- controlling Interests		Total Equity
	Shares	Amount

BALANCE - September 28, 2024	3,604	$	36	$	13,934	$	30,167	$	44,137	$	(496)	$	43,641
Net income	—	—		—		3,164		3,164		1,911		5,075
Stock-based compensation activity	—	—		42		—		42		—		42
Distributions to non-controlling interests	—	—		—		—		—		(217)		(217)
BALANCE - December 28, 2024	3,604	$	36	$	13,976	$	33,331	$	47,343	$	1,198	$	48,541

See notes to consolidated condensed financial statements.

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ARK RESTAURANTS CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands)


	13 Weeks Ended
	December 27, 2025		December 28, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	$	1,102	$	5,075
Adjustments to reconcile consolidated net income to net cash used in operating activities:
Stock-based compensation activity	32		42
Deferred income taxes	—		388
Accrued interest on note receivable from NMR	29		(12)
Depreciation and amortization	610		777
Amortization of operating lease assets	(12)		114
Amortization of deferred financing costs	9		13
Loss on closure of El Rio Grande	—		146
Gain on termination of Tampa Food Court lease	—		(5,235)
Gain on sale of condominium	(128)		—
Changes in operating assets and liabilities:
Accounts receivable	(552)		(751)
Inventories	20		102
Prepaid, refundable and accrued income taxes	(2)		85
Prepaid expenses and other current assets	202		388
Other assets	—		(7)
Accounts payable - trade	252		208
Accrued expenses and other current liabilities	(2,112)		(2,679)
Net cash used in operating activities	(550)		(1,346)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets	(1,247)		(631)
Loans and advances made to employees	(2)		(7)
Payments received on employee receivables	17		33
Proceeds from sale of condominium	374		—
Payment received in connection with termination of Tampa Food Court lease	—		5,500
Net cash (used in) provided by investing activities	(858)		4,895

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable	(622)		(504)
Distributions to non-controlling interests	(155)		(217)
Net cash used in financing activities	(777)		(721)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(2,185)		2,828
CASH AND CASH EQUIVALENTS, Beginning of period	11,324		10,273
CASH AND CASH EQUIVALENTS, End of period	$	9,139	$	13,101

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	64	$	109
Income taxes	$	60	$	30

See notes to consolidated condensed financial statements.

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ARK RESTAURANTS CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS December 27, 2025 (Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The consolidated condensed balance sheet as of September 27, 2025, which has been derived from the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended September 27, 2025 (“Form 10-K”), and the unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. All adjustments of a normal, recurring nature that, in the opinion of management are necessary for a fair presentation for the periods presented, have been reflected as required by Article 10 of Regulation S-X. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Form 10-K.

PRINCIPLES OF CONSOLIDATION — The consolidated condensed financial statements include the accounts of Ark Restaurants Corp. and all of its wholly-owned subsidiaries, partnerships and other entities in which it has a controlling interest, collectively herein referred to as the “Company”.

USE OF ESTIMATES — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are used for, but are not limited to: (i) projected cash flows related to asset impairments, including intangibles, (ii) income tax valuation allowances for deferred tax assets, (iii) allowances for potential credit losses on receivables, (iv) assumptions regarding discount rates related to lease accounting, (v) the useful lives and recoverability of our long-lived assets, such as fixed assets and intangibles, (vi) fair values of financial instruments, (vii) share-based compensation, (viii) estimates made in connection with acquisition purchase price allocations, (ix) uncertain tax positions, and (x) determining when investment impairments are other-than-temporary. The Company’s accounting estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates assumptions and estimates on an ongoing basis and may use outside experts to assist in the Company’s evaluation, as considered necessary. Because of the uncertainty in such estimates, actual results may differ from these estimates. The results of operations for the 13 weeks ended December 27, 2025 are not necessarily indicative of the results to be expected for any other interim period or for the year ending October 3, 2026.

NON-CONTROLLING INTERESTS — Non-controlling interests represent capital contributions from, distributions to and income and loss attributable to the shareholders of less than wholly-owned and consolidated entities.

SEASONALITY — The Company has substantial fixed costs that do not decline proportionally with sales. Although our business is highly seasonal, our broader geographical reach mitigates some of this risk. For instance, the second quarter of our fiscal year, consisting of the non-holiday portion of the cold weather season in New York and Washington D.C. (January, February and March), is the poorest performing quarter; however, this is partially offset by our locations in Florida as they experience increased results in the winter months. We generally achieve our best results during the warmer weather, attributable to our extensive outdoor dining availability, particularly at Bryant Park in New York and Sequoia in Washington, D.C. (our largest restaurants) and our outdoor cafes. However, even during summer months these facilities can be adversely affected by unusually cool or rainy weather conditions. Our facilities in Las Vegas are indoors and generally operate on a more consistent basis throughout the year, although in recent years the summer months have seen lower traffic.

CASH AND CASH EQUIVALENTS — Cash and cash equivalents include cash on hand, deposits with banks and highly-liquid investments generally with original maturities of three months or less. Outstanding checks in excess of account balances, typically vendor payments, payroll and other contractual obligations disbursed after the last day of a reporting period are reported as a current liability in the accompanying consolidated condensed balance sheets.

CONCENTRATIONS OF CREDIT RISK — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company reduces credit risk by placing its cash and cash equivalents with major financial institutions with high credit ratings. At times, such amounts may exceed federally insured limits. Accounts receivable is primarily comprised of normal business receivables, such as credit card receivables, that are

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collected in a short period of time and other receivables from hotel operators where the Company has a location and are recorded upon satisfaction of the performance obligation. The Company reviews the collectability of its receivables on an ongoing basis, and has not provided for an allowance as it believes all of the counterparties will be able to meet their obligations. The concentration of credit risk with respect to accounts receivable is generally limited due to the short payment terms extended by the Company and the number of customers comprising the Company’s customer base.

As of December 27, 2025 and September 27, 2025, the Company had accounts receivable balances due from one hotel operator totaling 32% and 29% of total accounts receivable, respectively.

For the 13-week period ended December 27, 2025, the Company made purchases from one vendor that accounted for 10% of total purchases. For the 13-week period ended December 28, 2024, the Company made purchases from one vendor that accounted for 11% of total purchases.

As of December 27, 2025, all debt outstanding is with one lender (see Note 7 – Notes Payable).

LONG-LIVED AND RIGHT-OF-USE ASSETS — Long-lived assets, such as property, plant and equipment, purchased intangibles subject to amortization, and right-of-use assets ("ROU assets") are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the evaluation of the fair value and future benefits of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. Various factors including estimated future sales growth and estimated profit margins are included in this analysis.

The Company considers a triggering event related to long-lived assets or ROU assets in a net asset position to have occurred related to a specific restaurant if the restaurant’s cash flows for the last 12 months are less than a minimum threshold or if consistent levels of undiscounted cash flows for the remaining lease period are less than the carrying value of the restaurant’s assets. Additionally, the Company considers a triggering event related to ROU assets to have occurred related to a specific lease if the location has been subleased and future estimated sublease income is less than current lease payments. If the Company concludes that the carrying value of certain long-lived and ROU assets will not be recovered based on expected undiscounted future cash flows, an impairment loss is recorded to reduce the long-lived or ROU assets to their estimated fair value. The fair value is measured on a nonrecurring basis using unobservable (Level 3) inputs. There is uncertainty in the projected undiscounted future cash flows used in the Company's impairment review analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize impairment charges in future periods, and such charges could be material.

Based on the results of this analysis, no impairment charges were recognized related to long-lived assets and ROU assets during the 13 weeks ended December 27, 2025 and December 28, 2024. Given the inherent uncertainty in projecting results of operations, the Company will continue to monitor the recoverability of the carrying value of the assets of several restaurants on an ongoing basis. If expected performance is not realized, further impairment charges may be recognized in future periods, and such charges could be material.

TRADEMARKS — Trademarks are not amortized, but are subject to impairment analysis. We assess the potential impairment of trademarks annually (at the end of our fourth quarter) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If we determine through the impairment review process that trademarks are impaired, we record an impairment charge in our consolidated condensed statements of income.

Our impairment analysis for trademarks consists of a comparison of the fair value to the carrying value of the assets. This comparison is made based on a review of historical, current and forecasted sales and profit levels, as well as a review of any factors that may indicate potential impairment. During the 13 weeks ended December 27, 2025 and December 28, 2024, the Company did not record any impairment charges related to its trademarks.

REVENUE RECOGNITION — We recognize revenue upon the satisfaction of our performance obligation by transferring control over a product or service to a restaurant guest or other customer. Revenues from restaurant operations are presented net of discounts, coupons, employee meals and complimentary meals and recognized when food, beverage and retail products are sold. Sales tax collected from customers is excluded from sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Catering service revenue is generated through contracts with customers whereby the customer agrees to pay a contract rate for the service. Revenues from catered events are recognized in income upon satisfaction of the performance obligation (the date the event is held) and all customer payments, including nonrefundable upfront deposits, are deferred as a contract liability until such time. We recognized $5,248,000 and $5,906,000 in catering services revenue for the 13-week periods ended December 27, 2025 and December 28, 2024, respectively. Unearned revenue, which is included in accrued

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expenses and other current liabilities on the consolidated condensed balance sheets, as of December 27, 2025 and September 27, 2025 was $2,096,000 and $4,265,000, respectively.

Revenues from gift cards are deferred and recognized upon redemption. Deferrals are not reduced for potential non-use as we generally have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions in which they are sold. As of December 27, 2025 and September 27, 2025, the total liability for gift cards in the amounts of approximately $523,000 and $438,000, respectively, are included in accrued expenses and other current liabilities in the consolidated condensed balance sheets.

Other revenues include merchandise sales, rental income, property management fees and other rentals.

LEASES — We determine if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for consideration. As a lessee, we include operating leases in Operating lease ROU assets and Operating lease liabilities in our consolidated condensed balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. Our lease terms may include options to extend or terminate the lease. Options are included when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Amendments or modifications to lease terms are accounted for as variable lease payments. Leases with a lease term of 12 months or less are accounted for using the practical expedient which allows for straight-line rent expense over the remaining term of the lease.

SEGMENT REPORTING — As of December 27, 2025, the Company owned and operated 16 restaurants and bars, 12 fast food concepts and catering operations, exclusively in the United States, that have similar economic characteristics, nature of products and services, class of customers and distribution methods. The Company believes it meets the criteria for aggregating its operating components into a single operating segment in accordance with applicable accounting guidance.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS — On September 27, 2025, the Company adopted Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this update are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The disclosures required by ASU 2023-07 can be found in Note 12 - Segment Information of these consolidated financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS — In December 2025, the Financial Accounting Standards Board (the "FASB") issued ASU 2025-11, Narrow-Scope Improvements (Topic 270): Interim Reporting. This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice. The amendments do not change the underlying principles of interim reporting. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt this guidance in the first quarter of fiscal 2029. The Company is currently evaluating the effects of this pronouncement on its consolidated financial statements and does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), to expand expense disclosures by requiring disaggregated disclosure of certain income statement expense line items, including those that contain purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, or our fiscal year 2028, and subsequent interim periods, with early adoption permitted. The amendments should be applied prospectively, but retrospective application is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is for fiscal year 2026 and interim periods beginning in the first quarter of fiscal 2027, with early adoption permitted. The amendments may be applied prospectively or retrospectively with early adoption permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

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In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As we are currently subject to these SEC requirements, this ASU is not expected to have a material impact on our consolidated financial statements or related disclosures.

No other new accounting pronouncements issued or effective as of December 27, 2025 have had or are expected to have a material impact on our consolidated financial statements.

2. RECENT RESTAURANT EXPANSION AND OTHER DEVELOPMENTS

On June 24, 2022, the Company extended its lease for America at the New York-New York Hotel and Casino in Las Vegas, NV through December 31, 2033. In connection with the extension, the Company has agreed to spend a minimum of $4,000,000 to materially refresh the premises by June 30, 2026, subject to further extensions as set out in the agreement. To date, approximately $2,400,000 has been spent on this refresh. We expect to complete the work by the extended deadline.

On July 21, 2022, the Company extended its lease for the Village Eateries at the New York-New York Hotel and Casino in Las Vegas, NV through December 31, 2034. As part of this extension, the Broadway Burger Bar and Grill and Gonzalez y Gonzalez, were carved out of the Village Eateries footprint and the extended date for those two locations is December 31, 2033. In connection with the extension, the Company has agreed to spend a minimum of $3,500,000 to materially refresh all three of these premises by December 31, 2025, as extended. As part of this refresh, on November 11, 2024, the Company opened a new concept called Lucky Pig in the Village Eateries at a cost of approximately $850,000. To date, the Company has spent an additional $950,000 on refreshing Broadway Burger Bar and Grill, Gonzalez y Gonzalez and other areas of the Village Eateries and the work was substantially complete by December 31, 2025.

Each of the above refresh obligations are to be consistent with designs approved by the landlord which shall not be unreasonably withheld. We will continue to pay all rent as required by the leases without abatement during construction. Note that our substantial completion of work set forth in plans approved by the landlord shall constitute our compliance with the requirements of the completion deadlines, regardless of whether or not the amount actually expended in connection therewith is less than the minimum. In connection with the above renovations, the Company made payments totaling $14,000 and $34,000 to the mother of Samuel Weinstein, the Co-Chief Operating Officer, for design services during the 13 weeks ended December 27, 2025 and December 28, 2024, respectively.

3. RECENT RESTAURANT DISPOSITIONS AND OTHER DEVELOPMENTS

In October 2024, the Company advised the landlord of El Rio Grande we would be terminating the lease and closing the property permanently. In connection with this notification, the Company recorded a loss of $876,000 during the year ended September 28, 2024. The property closed permanently on January 3, 2025 and was vacated and delivered to the landlord on April 30, 2025. During the 13 weeks ended December 28, 2024, the Company incurred additional operating losses of $146,000.

On November 26, 2024, the Company agreed to terminate its lease for the food court at The Hard Rock Hotel and Casino in Tampa, FL and, accordingly, vacated the premises on December 15, 2024. In connection with this, Ark Hollywood/Tampa Investment LLC, a subsidiary of the Company, (in which we own a 65% interest) received a termination payment in the amount of $5,500,000; all obligations under the lease ceased and we recorded a gain, net of expenses, in the amount of $5,235,000 during the 13 weeks ended December 28, 2024.

During the 13 weeks ended December 27, 2025, the Company sold one of the 11 condominium units it owns at the Island Beach Resort in Jensen Beach, FL, which is adjacent to our Shuckers restaurant. In connection with the sales, the Company received net proceeds of $374,000 and recorded a gain of $128,000. The Company intends to sell the remaining 10 units subject to market forces.

4. INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK

Investment

On March 12, 2013, the Company made a $4,200,000 investment in the New Meadowlands Racetrack LLC (“NMR”) through its purchase of a membership interest in Meadowlands Newmark, LLC, an existing member of NMR with a then 63.7% ownership interest. On November 19, 2013, the Company invested an additional $464,000 in NMR through the purchase of an additional membership interest in Meadowlands Newmark, LLC resulting in a total ownership of 11.6% of Meadowlands Newmark, LLC, and an effective ownership interest in NMR of 7.4%, subject to dilution. In 2015, the Company invested an additional $222,000

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in NMR; in February 2017, an additional $222,000 in NMR; and on May 13, 2025, an additional $148,000 in NMR, all as a result of capital calls with no change in ownership, bringing its total investment to $5,256,000. The Company accounts for this investment at cost, less impairment, adjusted for subsequent observable price changes in accordance with ASU No. 2016-01. There are no observable prices for this investment.

During the 13 weeks ended December 27, 2025 and December 28, 2024, the Company did not receive any distributions from NMR.

Advances

On April 25, 2014, the Company loaned $1,500,000 to Meadowlands Newmark, LLC. The note bears interest at 3%, compounded monthly and added to the principal, and is due in its entirety on June 30, 2029. The note may be prepaid, in whole or in part, at any time without penalty or premium. The principal and accrued interest related to this note in the amounts of $1,458,000 and $1,487,000 are included in Investment in and Receivable from New Meadowlands Racetrack in the consolidated condensed balance sheets at December 27, 2025 and September 27, 2025, respectively.

Other

In addition to the Company’s ownership interest in NMR through Meadowlands Newmark, LLC, if casino gaming is approved at the Meadowlands and NMR is granted the right to conduct said gaming, neither of which can be assured, the Company shall be granted the exclusive right to operate the food and beverage concessions in the gaming facility with the exception of one restaurant.

In conjunction with this investment, the Company, through a 97% owned subsidiary, Ark Meadowlands LLC (“AM VIE”), also entered into a long-term agreement with NMR for the exclusive right to operate food and beverage concessions serving the new raceway facilities (the “Racing F&B Concessions”) located in the new raceway grandstand constructed at the Meadowlands Racetrack in northern New Jersey. Under the agreement, NMR is responsible to pay for the costs and expenses incurred in the operation of the Racing F&B Concessions, and all revenues and profits thereof inure to the benefit of NMR. AM VIE receives an annual fee equal to 5% of the net profits received by NMR from the Racing F&B Concessions during each calendar year. AM VIE is a variable interest entity; however, based on qualitative consideration of the contracts with AM VIE, the operating structure of AM VIE, the Company’s role with AM VIE, and that the Company is not obligated to absorb expected losses of AM VIE, the Company has concluded that it is not the primary beneficiary and not required to consolidate the operations of AM VIE.

The Company’s maximum exposure to loss as a result of its involvement with AM VIE is limited to any receivable from AM VIE’s primary beneficiary. As of December 27, 2025 and September 27, 2025, $58,000 and $34,000 were due to AM VIE by NMR, respectively.

Recent Developments and Valuation

NMR has been actively pursuing a full casino license (including slots and table games like blackjack and roulette) to supplement its existing horse racing and sports betting operations. Any gaming license in the state of New Jersey outside of Atlantic City, including at the Meadowlands Racetrack, requires ratification of an amendment to the State of New Jersey constitution, followed by issuance of a license by the New Jersey Casino Control Commission. In January 2026, the New Jersey Senate Government, Wagering, Tourism & Historic Preservation Committee proposed a constitutional amendment to allow the legislature to authorize casino gambling at both the Monmouth Park and Meadowlands Racetracks. Such amendment will require a three-fifths vote in both legislative chambers followed by a voter referendum in a general election before becoming law. It is possible that a referendum could be on the ballot in November 2026 and if it were to pass, NMR could open a temporary facility in 2027 and a permanent one by 2028. In conjunction with such referendum, NMR will need to raise substantial capital to fund a marketing campaign to support the passage of the referendum. To the extent the Company does not contribute to this effort, or if NMR raises outside capital, our interests will be diluted.

There can be no assurances that the above referendum will be included in the November 2026 election ballot or that it will pass if it is included. If either of these do not occur, the Company’s investment in NMR will be evaluated based on the existing horse racing and sports betting operations and may be subject to substantial impairment.

The Company evaluated its investment in NMR for impairment and concluded that its fair value exceeds the carrying value. Accordingly, the Company did not record any impairments during the 13 weeks ended December 27, 2025 and December 28, 2024. Any future changes in the carrying value of our investment in NMR will be reflected in earnings.

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5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:


	December 27, 2025		September 27, 2025
	(In thousands)
Sales tax payable	$	716	$	612
Accrued wages and payroll related costs	3,374		3,618
Customer advance deposits	2,096		4,265
Accrued occupancy and other operating expenses	2,507		2,310
	$	8,693	$	10,805

6. LEASES

Other than locations where we own the underlying property, we lease our restaurant locations as well as our corporate office under various non-cancelable real estate lease agreements that expire on various dates through 2046. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of Accounting Standards Codification (“ASC”) Topic 842.

Upon taking possession of a leased asset, we determine its classification as an operating or finance lease. All of our real estate leases are classified as operating leases. We do not have any finance leases as of December 27, 2025. Generally, our real estate leases have initial terms ranging from 10 to 25 years and typically include renewal options. Renewal options are recognized as part of the ROU assets and lease liabilities if it is reasonably certain that at the date we enter into the lease we would exercise the options to extend the lease. Our real estate leases typically provide for fixed minimum rent payments and/or contingent rent payments based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, variable lease expense is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. We record the straight-line lease expense and any contingent rent, if applicable, in occupancy expenses in the consolidated condensed statements of income.

Many of our real estate leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs (“non-lease components”) which are included in occupancy related expenses in the consolidated condensed statements of income. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As there were no explicit rates provided in our leases, we used our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The components of lease expense in the consolidated condensed statements of income are as follows:


	13 Weeks Ended
	December 27, 2025		December 28, 2024
	(In thousands)
Operating lease expense - occupancy expenses (1)	$	3,219	$	3,382
Occupancy lease expense - general and administrative expenses	121		121
Variable lease expense - occupancy expenses	1,000		1,252
Total lease expense	$	4,340	$	4,755

_________________________________

(1) Includes short-term leases, which are immaterial.

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Supplemental cash flow information related to leases:


	13 Weeks Ended
	December 27, 2025		December 28, 2024
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	4,234	$	4,757

The weighted average remaining lease terms and discount rates are as follows:


	December 27, 2025		September 27, 2025
Operating leases:
Weighted average remaining lease term	10.7 years		10.9 years
Weighted average discount rate	6.2	%	6.2	%

The annual maturities of our lease liabilities as of December 27, 2025 are as follows:


	Operating Leases
Fiscal Year Ending	(In thousands)
October 3, 2026	$	8,497
October 2, 2027	11,123
September 30, 2028	11,197
September 29, 2029	11,095
September 28, 2030	10,823
Thereafter	57,041
Total future lease commitments	109,776
Less: imputed interest	(29,123)
Present value of lease liabilities	80,653
Less: Current maturities	(6,487)
Long-term portion	$	74,166

7. NOTES PAYABLE

Notes payable consist of the following:


	December 27, 2025		September 27, 2025
	(In thousands)
Promissory Note - Rustic Inn purchase	$	2,259	$	2,403
Promissory Note - JB's on the Beach purchase	500		750
Promissory Note - Sequoia renovation	228		456
	2,987		3,609
Less: Current maturities	(1,014)		(1,493)
Less: Unamortized deferred financing costs	(83)		(92)
Long-term portion	$	1,890	$	2,024

Credit Facility

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permitted obligations outstanding under the Credit Agreement from $30,000,000 to $20,000,000 (including the outstanding promissory notes), (iv) increased the minimum tangible net worth covenant from $22,000,000 to $28,000,000, and (v) removed the annual net income covenant. Advances and loans under the Credit Agreement bear interest, at the Company's election at the time of the advance, at either BHBM's prime rate of interest plus a 0.45% spread or the Secured Overnight Financing Rate ("SOFR") plus a 3.65% spread. In addition, there is a 0.30% per annum fee for any unused portion of the facility. As of December 27, 2025, no advances were outstanding under the Credit Agreement. As of December 27, 2025, the weighted average interest on the outstanding BHBM indebtedness was approximately 7.5%.

The Credit Agreement also requires, among other things, that the Company meet minimum quarterly tangible net worth amounts and maintain a minimum fixed charge coverage ratio. The Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions on liens, relating to other indebtedness, capital expenditures, liens, affiliate transactions, disposal of assets and certain changes in ownership.

Borrowings and all other obligations under the Credit Agreement (including amounts outstanding under the existing term notes (discussed below) are secured by all tangible and intangible personal property (including accounts receivable, inventory, equipment, general intangibles, documents, chattel paper, instruments, letter-of-credit rights, investment property, intellectual property and deposit accounts) and fixtures of the Company.

The terms of outstanding promissory notes, as amended, are as follows as of December 27, 2025:

•Promissory Note – Rustic Inn purchase – in the original principal amount of $4,400,000, which is secured by a mortgage on the Rustic Inn real estate, is payable in equal quarterly installments of $71,333, with a balloon payment of $1,618,000 on June 1, 2028, and bears interest at SOFR plus 3.65% per annum.

•Promissory Note – JB's on the Beach purchase – in the original principal amount of $7,000,000 and is payable in equal quarterly installments of $250,000 through June 1, 2026 with interest at SOFR plus 3.65% per annum.

•Promissory Note – Sequoia renovation – in the original principal amount of $3,200,000 and is payable in equal quarterly installments of $114,286 through June 1, 2026 with interest at SOFR plus 3.65% per annum.

There have been no material changes in the contractual maturities of long-term debt as disclosed in the Company’s Annual Report on Form 10-K for the year ended September 27, 2025.

Deferred Financing Costs

Deferred financing costs incurred in the amount of $105,000 in connection with the above amendment are being amortized over the life of the agreements using the effective interest rate method and are included in interest expense. Deferred financing costs incurred in the amount of $304,000 related to the expired agreement were fully amortized as of September 27, 2025. Amortization expense of approximately $9,000 and $13,000 is included in interest expense for the 13 weeks ended December 27, 2025 and December 28, 2024, respectively.

8. COMMITMENTS AND CONTINGENCIES

Leases — The Company leases several restaurants, bar facilities, and administrative headquarters through its subsidiaries under terms expiring at various dates through 2046. Most of the leases provide for the payment of base rents plus real estate taxes, insurance and other expenses and, in certain instances, for the payment of a percentage of the restaurant’s sales in excess of stipulated amounts at such facility and in one instance based on profits. In connection with one of our leases, the Company obtained and delivered an irrevocable letter of credit in the amount of $324,000 as a security deposit under such lease.

Bryant Park Grill — The Company's agreements with the Bryant Park Corporation (the “Landlord”) (a private non-profit corporation that operates and maintains Bryant Park under agreements with the City of New York Department of Parks & Recreation), for the Bryant Park Grill & Cafe expired on April 30, 2025 and for The Porch at Bryant Park expired on March 31, 2025. In July of 2023 (for the Bryant Park Grill & Cafe) and September of 2023 (for The Porch at Bryant Park), the Company received requests for proposals (the "RFPs") from the Landlord to which we responded on October 26, 2023. The agreements offered under the RFPs for both locations were for new 10-year agreements, with one five-year renewal option. In the second quarter of 2025, the Landlord stated publicly that it had selected a new operator for the Bryant Park Grill & Café and The Porch at Bryant Park. However, to the best of our knowledge, no agreements between the Landlord and the selected operator have received the approvals of either the City of New York Department of Parks & Recreation or the New York Public Library, of which both approvals are required before any new lease can become effective.

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Management has been working with outside advisors to assist the Company's efforts to ensure that the RFP awards process was both fair and transparent and to enforce the Company's right of first lease under the Company's lease agreements in connection with the Bryant Park Café. On March 28, 2025, the Company filed a complaint in New York State Supreme Court (the "New York Action"), alleging among other things, that the bid process conducted by the Landlord was defective, failed to comply with the provisions of the agreements underlying the Landlord’s right to operate Bryant Park and violated applicable law; that a lease was being awarded to a lower bidder with a limited, unsuccessful track record in the hospitality business; and that the award of the lease for the Café violated the Company's right of first lease. As part of the relief sought in the New York Action, the Company is requesting that the court declare that, under the circumstances presented, the Landlord was required to accept—and should have accepted — its submitted bids. In addition, on March 28, 2025, the Company also filed a motion for a preliminary injunction in court to enjoin the Landlord from commencing legal proceedings to evict the Company from the Bryant Park Grill & Café and The Porch at Bryant Park premises. On April 24, 2025, the Court denied the motion. The Company has filed a notice of appeal of the ruling. The Company has received from the Landlord a “notice to quit” the premises and for the Company to terminate its tenancy. On June 16, 2025, the Company filed an amended complaint in the New York Action, adding a cause of action for age discrimination by the Landlord in its selection of a new operator for the Bryant Park Grill & Café and The Porch at Bryant Park. On June 26, 2025, the Landlord filed counterclaims against the Company in the New York Action seeking, among other things, to eject the Company from the Bryant Park Grill & Café and The Porch at Bryant Park. On July 16, 2025, the Company moved to dismiss eight of the fourteen counterclaims filed by the Landlord. On July 29, 2025, the Landlord filed a motion to require the Company to make monthly use and occupancy payments in connection with the Bryant Park Grill & Café and The Porch at Bryant Park during the pendency of the case. On August 13, 2025, the Court issued a decision requiring the Company to make the use and occupancy payments demanded by the Landlord during the pendency of the case. Given that the Company had made and will continue to make all payments pursuant to the expired leases while it continues to operate the restaurants, it did not substantively oppose the Landlord’s motion or appeal the Court's decision. On December 8, 2025, the Court dismissed the Landlord’s claims for declaratory judgment, unjust enrichment, and tortious interference. On January 9, 2026, the Landlord moved for summary judgment, seeking dismissal of the Company’s claim and judgment in its favor on its counterclaims, for ejectment, breach of contract, and use and occupancy. The motion for summary judgment, including the Company’s opposition, is scheduled to be fully submitted to the Court on March 12, 2026. In the meantime, no trial date has been set for the New York Action and discovery is ongoing and will continue through June 30, 2026 and possibly longer.

As of the date of this filing, we continue to operate the above properties and intend to do so until we are either awarded the lease extensions or ordered to vacate the premises. The underlying lawsuit filed by the Company to protect its rights continues, and we will pursue all available options to protect the Company's interests.

Management, after consultation with legal counsel, is unable to predict the outcome of this matter at this time. While the outcome of these proceedings cannot be predicted with certainty, the Bryant Park Grill & Cafe and The Porch at Bryant Park, collectively, accounted for $7.9 million and $9.9 million of our total revenues for the 13 weeks ended December 27, 2025 and December 28, 2024, respectively, which represented approximately 19.5% and 22.3% of our total revenue for such periods, respectively.

The uncertainty related to this dispute has had a material adverse impact on our business, financial condition, and results of operations and will continue to do so while the dispute is litigated and if we are unable to prevail in the above actions and/or are unable to extend or renew these leases on favorable terms, if at all.

Legal Proceedings — In the ordinary course of its business, the Company is a party to various lawsuits arising from accidents at its restaurants and workers’ compensation claims, which are generally handled by the Company’s insurance carriers. The employment by the Company of management personnel, waiters, waitresses and kitchen staff at a number of different restaurants has resulted in the institution, from time to time, of litigation alleging violation by the Company of employment discrimination laws. Management believes, based in part on the advice of counsel, that the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

9. STOCK OPTIONS

The Company has options outstanding under two stock option plans, the 2016 Stock Option Plan and the 2022 Stock Option Plan. Options granted under both plans are exercisable at prices at least equal to the fair market value of such stock on the dates the options were granted and expire 10 years after the date of grant.

On December 2, 2024, options to purchase 10,000 shares of common stock at an exercise price of $9.99 per share were granted to an employee of the Company under the 2022 Stock Option Plan. Such options are exercisable as to 25% of the shares commencing on the first anniversary of the date of grant and as to an additional 25% on each yearly anniversary thereafter. The grant date fair value of these stock options was $2.94 per share and totaled approximately $29,000.

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The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model that uses assumptions that relate to the expected volatility of the Company’s common stock, the expected dividend yield of the Company’s stock, the expected life of the options and the risk-free interest rate. The assumptions used for the above include a risk-free interest rate of 4.1%, volatility of 34.1%, a dividend yield of 3.7% and an expected life of 10 years.

During the 13-week period ended December 27, 2025, no options to purchase shares of common stock were issued by the Company.

The Company also maintains a Section 162(m) Cash Bonus Plan. Under the Company's Section 162(m) Cash Bonus Plan, compensation paid in excess of $1,000,000 to any employee who is the chief executive officer or one of the three highest paid executive officers on the last day of that tax year (other than the chief executive officer or the chief financial officer) is not tax deductible.

A summary of stock option activity is presented below:


	2026
	Shares	Weighted Average Exercise Price	Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding, beginning of period	387,250	$17.66	5.5 years
Options:
Granted	—
Exercised	—
Canceled or expired	—
Outstanding and expected to vest, end of period	387,250	$17.66	5.3 years	$	—
Exercisable, end of period	308,500	$18.45	4.6 years	$	—
Shares available for future grant	360,000

Compensation cost charged to operations for the 13 weeks ended December 27, 2025 and December 28, 2024 for stock-based compensation programs was approximately $32,000 and $42,000, respectively. The compensation cost recognized is classified as a general and administrative expense in the consolidated condensed statements of income.

As of December 27, 2025, there was approximately $227,000 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a period of 3.2 years.

10. INCOME TAXES

We calculate our interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings. In addition, the tax effects of unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in enacted tax laws are recognized discretely in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current fiscal year. The accounting estimates used to compute income tax expense may change as new events occur, additional information is obtained, or the tax environment changes.

The provision for income taxes for the 13 weeks ended December 27, 2025 was $58,000 and the effective tax rate was 5.0%. The effective tax rate differs from the federal statutory rate of 21% primarily as a result of a reduction in our valuation allowance, operating income attributable to non-controlling interests that is not taxable to the Company, and state and local taxes.

The provision for income taxes for the 13 weeks ended December 28, 2024 was $503,000 and the effective tax rate was 9.0%. The effective tax rate differed from the federal statutory rate of 21% primarily as a result of the recognition of certain tax benefits related to the expected generation of FICA tax credits in the current year, operating income attributable to non-controlling interests that is not taxable to the Company, and state and local taxes.

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The Company’s overall effective tax rate in the future will be affected by various factors and the final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates.

11. INCOME PER SHARE OF COMMON STOCK

Basic earnings per share is computed by dividing net income (loss) attributable to Ark Restaurants Corp. by the weighted average number of common shares outstanding for the period. Our diluted earnings per share is computed similarly to basic earnings per share, except that it reflects the effect of common shares issuable upon exercise of stock options, using the treasury stock method in periods in which they have a dilutive effect.

A reconciliation of shares used in calculating earnings per basic and diluted share follows (amounts in thousands):


	13 Weeks Ended
	December 27, 2025	December 28, 2024
Basic	3,606	3,604
Effect of dilutive securities:
Stock options	—	7
Diluted	3,606	3,611

For the 13-week period ended December 27, 2025, the dilutive effect of 387,250 options was not included in diluted earnings per share as their impact would be anti-dilutive.

For the 13-week period ended December 28, 2024, the dilutive effect of 335,500 options was not included in diluted earnings per share as their impact would have been anti-dilutive.

12. SEGMENT INFORMATION

Operating segments are defined as components of a company that engage in business activities from which it may earn revenue and incur expenses, and for which separate financial information is available and is regularly reviewed by the chief operating decision maker ("CODM") to assess the performance of the individual segments and make decisions about company resources such as personnel and working capital to be allocated to the segments.

The Company determined that it has one operating segment and one reportable segment which is reflected in the Company’s current organizational and management structure. The accounting policies of the segment are the same as those described in Note 1 - Business and Summary of Significant Accounting Policies.

The Company’s CODM is the Chief Executive Officer who manages the Company’s operations on a reportable segment basis. The Company’s CODM reviews its operations and financial performance at a consolidated level by comparing actual results to expected and prior period results. This approach allows the CODM to assess whether the Company’s operating segment is meeting its financial goals, identify trends and make more informed decisions about resource allocation and performance targets.

When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, expenses and consolidated net income as reported on the consolidated condensed statements of income, as well as non-GAAP measures such as Adjusted EBITDA to allocate Company resources and assess the performance of the Company. Segment asset information is not used by the CODM to assess performance and allocate resources.

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The table below is a summary of the segment net income, including significant segment expenses for the 13 weeks ended December 27, 2025 and December 28, 2024:


	13 Weeks Ended
	December 27, 2025		December 28, 2024
	(in thousands)
REVENUES:
Food and beverage sales	$	40,246	$	44,442
Other revenue	503		546
Total revenues	40,749		44,988
COSTS AND EXPENSES:
Food and beverage cost of sales	10,662		12,107
Payroll expenses	14,209		16,408
Occupancy expenses	5,679		6,148
Other operating costs and expenses (1)	5,317		5,800
General and administrative expenses (2)	3,179		3,148
Depreciation and amortization	610		777
Loss on closure of El Rio Grande	—		146
Gain on termination of Tampa Food Court lease	—		(5,235)
Interest expense, net	61		111
Other (income) expense, net (3)	(128)		—
Provision for income taxes	58		503
Segment net income	1,102		5,075
Reconciliation of profit or loss:
Adjustments and reconciling items	—		—
Consolidated net income	$	1,102	$	5,075

____________________________________________________________________________________________

(1) Other operating costs and expenses are comprised of utilities, repairs and maintenance, advertising, credit card processing fees, restaurant supplies and other restaurant operating costs.

(2) General and administrative expenses relate solely to the corporate office in New York City and are comprised of salaries and benefits, professional and consulting fees and rent and related expenses.

(3) Other (income) expense, net includes gains and losses on disposal of assets.

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

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 ("PSLRA"), 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. Forward-looking statements discuss our current expectations 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 any historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "outlook," "potential," "project," "projection," "plan," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions. All forward-looking statements are expressly qualified in their entirety by these cautionary statements.

The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended September 27, 2025 and the consolidated condensed 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

As of December 27, 2025, the Company owned and operated 16 restaurants and bars, 12 fast food concepts and catering operations, exclusively in the United States, that have similar economic characteristics, nature of products and service, class of customer and distribution methods. The Company believes it meets the criteria for aggregating its operating components into a single operating segment in accordance with applicable accounting guidance.

Accounting Period

Our fiscal year ends on the Saturday nearest September 30. We report fiscal years under a 52/53-week format. This reporting method is used by many companies in the hospitality industry and is meant to improve year-to-year comparisons of operating results. Under this method certain years will contain 53 weeks. The periods ended December 27, 2025 and December 28, 2024 each included 13 weeks.

Seasonality

The Company has substantial fixed costs that do not decline proportionally with sales. Although our business is highly seasonal, our broader geographical reach mitigates some of this risk. For instance, the second quarter of our fiscal year, consisting of the non-holiday portion of the cold weather season in New York and Washington D.C. (January, February and March), is the poorest performing quarter; however, this is partially offset by our locations in Florida as they experience increased results in the winter months. We generally achieve our best results during the warmer weather, attributable to our extensive outdoor dining availability, particularly at Bryant Park in New York and Sequoia in Washington, D.C. (our largest restaurants) and our outdoor cafes. However, even during summer months these facilities can be adversely affected by unusually cool or rainy weather conditions. Our facilities in Las Vegas are indoors and generally operate on a more consistent basis throughout the year, although in recent years the summer months have seen lower traffic.

Recent Developments

Bryant Park Grill & Cafe and The Porch at Bryant Park

The Company’s lease agreements for the Bryant Park Grill & Café and The Porch at Bryant Park expired in April 2025 and March 2025, respectively. In response to requests for proposals issued by the landlord in 2023, the Company submitted bids for new long-term agreements. In the second quarter of 2025, the landlord publicly announced the selection of a new operator for both locations; however, as of the date of this filing, the required approvals from the City of New York Department of Parks & Recreation and the New York Public Library have not been obtained, and no new lease has become effective.

The Company has initiated legal proceedings in New York State Supreme Court challenging the lease award process and asserting its contractual rights, including its right of first lease for the Bryant Park Café. The litigation remains ongoing, with discovery continuing and motions pending, including a motion for summary judgment filed by the landlord. While the court has required the Company to make use and occupancy payments during the pendency of the case, the Company continues to operate both restaurants and intends to do so unless it is ordered to vacate or is awarded lease extensions.

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Management is unable to predict the outcome of the litigation at this time. The Bryant Park Grill & Café and The Porch at Bryant Park represented a significant portion of the Company’s revenues, accounting for approximately 19.5% and 22.3% of total revenue for the 13 weeks ended December 27, 2025 and December 28, 2024, respectively. The ongoing uncertainty related to this dispute has had, and is expected to continue to have, a material adverse effect on the Company’s business, financial condition, and results of operations while the matter remains unresolved and if the Company is ultimately unable to retain these locations on favorable terms, or at all.

Further discussion related to these matters is included in Note 8 of the consolidated condensed financial statements.

Investment in and Receivable From New Meadowlands Racetrack LLC ("NMR")

NMR has been actively pursuing a full casino license (including slots and table games like blackjack and roulette) to supplement its existing horse racing and sports betting operations. In January 2026, the New Jersey Senate Government, Wagering, Tourism & Historic Preservation Committee proposed a constitutional amendment to allow the legislature to authorize casino gambling at both the Monmouth Park and Meadowlands Racetracks. Such amendment will require a three-fifths vote in both legislative chambers followed by a voter referendum in a general election before becoming law. It is possible that a referendum could be on the ballot in November 2026 and if it were to pass, NMR could open a temporary facility in 2027 and a permanent one by 2028.

In conjunction with such referendum, NMR will need to raise substantial capital to fund a marketing campaign to support the passage of the referendum. To the extent the Company does not contribute to this effort, or if NMR raises outside capital, our interests will be diluted.

Further discussion related to these matters is included in Note 4 of the consolidated condensed financial statements.

Results of Operations

The Company's operating income for the 13 weeks ended December 27, 2025 decreased 80.8% as compared to operating income in the same period of the prior year (which includes a loss on the closure of El Rio Grande in the amount of $146,000 and a gain on the termination of our Tampa Food Court lease in the amount of $5,235,000). Excluding these items in the prior period, operating income of $1,093,000 for the 13 weeks ended December 27, 2025 increased 82.2% as compared to adjusted operating income of $600,000 for the 13 weeks ended December 28, 2024.

The following table summarizes the significant components of the Company’s operating results for the 13 weeks ended December 27, 2025 and December 28, 2024:

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	13 Weeks Ended				Variance
	December 27, 2025		December 28, 2024		$		%
	(in thousands)
REVENUES:
Food and beverage sales	$	40,246	$	44,442	$	(4,196)	-9.4	%
Other revenue	503		546		(43)		-7.9	%
Total revenues	40,749		44,988		(4,239)		-9.4	%
COSTS AND EXPENSES:
Food and beverage cost of sales	10,662		12,107		(1,445)		-11.9	%
Payroll expenses	14,209		16,408		(2,199)		-13.4	%
Occupancy expenses	5,679		6,148		(469)		-7.6	%
Other operating costs and expenses	5,317		5,800		(483)		-8.3	%
General and administrative expenses	3,179		3,148		31		1.0	%
Depreciation and amortization	610		777		(167)		-21.5	%
Loss on closure of El Rio Grande	—		146		(146)		N/A
Gain on termination of Tampa Food Court lease	—		(5,235)		5,235		N/A
Total costs and expenses	39,656		39,299		357		0.9	%
OPERATING INCOME	$	1,093	$	5,689	$	(4,596)	-80.8	%

Revenues

During the 13 weeks ended December 27, 2025, revenues decreased 9.4% as compared to revenues for the 13 weeks ended December 28, 2024. We attribute this decrease primarily to the decreases in same-store sales discussed below and the closure of the Tampa Food Court.

Food and Beverage Same-Store Sales

On a Company-wide basis, same-store sales decreased 7.3% during the 13 weeks ended December 27, 2025 as compared to the same period of last year as follows:


	13 Weeks Ended				Variance
	December 27, 2025		December 28, 2024		$		%
	(in thousands)
Las Vegas	$	13,360	$	14,279	$	(919)	-6.4	%
New York	9,519		11,161		(1,642)		-14.7	%
Washington, D.C.	2,115		2,015		100		5.0	%
Atlantic City, NJ	470		553		(83)		-15.0	%
Alabama	3,146		3,290		(144)		-4.4	%
Florida	10,432		10,828		(396)		-3.7	%
Same-store sales	39,042		42,126		$	(3,084)	-7.3	%
Other	1,204		2,316
Food and beverage sales	$	40,246	$	44,442

Same-store sales in Las Vegas decreased, 6.4% which we attribute primarily to lower revenues at our America property as a result of partial closure for renovations and lower visitor counts in Las Vegas. Same-store sales in New York decreased 14.7%, which we attribute primarily to decreases in both catering and a la carte revenue at the Bryant Park Grill & Cafe as a result of the negative publicity related to our dispute with the landlord. Same-store sales in Washington, D.C. increased 5.0%, which we attribute primarily to an increased number of catered events. Same-store sales in Atlantic City, NJ decreased 15.0%, which we attribute primarily to lower than expected customer traffic at the property where we are located. Same-store sales in Alabama decreased 4.4%, which we attribute primarily to lower customer traffic as a result of economic pressures on the customers who

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frequent our properties. Same-store sales in Florida decreased 3.7%, which we attribute primarily to increased competition. Other food and beverage sales consist of sales related to properties that were closed (the Tampa Food Court in December 2024) and other fees.

Costs and Expenses

Costs and expenses for the 13 weeks ended December 27, 2025 and December 28, 2024 were as follows (in thousands):


	13 Weeks Ended December 27, 2025		% to Total Revenues		13 Weeks Ended December 28, 2024		% to Total Revenues		Increase (Decrease)
									$		%
Food and beverage cost of sales	$	10,662	26.2	%	$	12,107	26.9	%	$	(1,445)	-11.9	%
Payroll expenses	14,209		34.9	%	16,408		36.5	%	(2,199)		-13.4	%
Occupancy expenses	5,679		13.9	%	6,148		13.7	%	(469)		-7.6	%
Other operating costs and expenses	5,317		13.0	%	5,800		12.9	%	(483)		-8.3	%
General and administrative expenses	3,179		7.8	%	3,148		7.0	%	31		1.0	%
Depreciation and amortization	610		1.5	%	777		1.7	%	(167)		-21.5	%
Loss on closure of El Rio Grande	—		—	%	146		0.3	%	(146)		N/A
Gain on termination of Tampa Food Court lease	—		—	%	(5,235)		-11.6	%	5,235		N/A
Total costs and expenses	$	39,656			$	39,299			$	357

Food and beverage costs as a percentage of total revenues for the 13 weeks ended December 27, 2025 decreased as compared with the same period of last year as a result of targeted menu engineering.

Payroll expenses as a percentage of total revenues for the 13 weeks ended December 27, 2025 decreased as compared with the same period of last year as a result of better shift management of related overtime hours and lower performance bonuses in the current year.

Occupancy expenses as a percentage of total revenues for the 13 weeks ended December 27, 2025 increased marginally as compared with the same period of last year primarily as a result of increases in property and liability insurance premiums partially offset by lower percentage rents as a result of the sales decreases discussed above.

Other operating costs and expenses as a percentage of total revenues for the 13 weeks ended December 27, 2025 increased marginally as compared to the same period of last year primarily as a result of restaurant-level legal fees incurred in connection with the Bryant Park Grill & Café and The Porch at Bryant Park dispute with the landlord.

General and administrative expenses (which relate solely to the corporate office in New York City and are relatively fixed) for the 13 weeks ended December 27, 2025 increased as compared to the same periods of last year primarily as a result of the sales decreases discussed above.

Depreciation and amortization expense for the 13 weeks ended December 27, 2025 decreased as compared to the same periods of last year primarily as a result of certain assets becoming fully depreciated and the removal of assets associated with the Tampa Food Court.

Loss on Closure of El Rio Grande

Gain on Termination of Tampa Food Court Lease

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of $5,500,000; all obligations under the lease ceased and we recorded a gain, net of expenses, in the amount of $5,235,000 during the 13 weeks ended December 28, 2024.

Liquidity and Capital Resources

Our primary source of capital has been cash provided by operations and, in recent years, bank and other borrowings to finance specific transactions, acquisitions and large remodeling projects. We utilize cash generated from operations to fund the cost of developing and opening new restaurants and smaller remodeling projects of existing restaurants we own. Consistent with many other restaurant operators, we typically use operating lease arrangements for our restaurants. In recent years we have been able to acquire the underlying real estate at several locations along with the restaurant operation. We believe that our operating lease arrangements provide appropriate leverage of our capital structure in a financially efficient manner.

As of December 27, 2025, we had a cash and cash equivalents balance of $9,139,000, total debt of $2,987,000 and a working capital deficit of $4,954,000 as compared with a working capital deficit of $5,377,000 at September 27, 2025.

Inflation

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the cost of food and other raw materials, labor, energy and other supplies and services. While we have not had material disruptions in our supply chain, we have experienced some product shortages and higher costs for many commodities. There has also been a general shortage in the availability of restaurant staff and hourly workers in certain geographic areas in which we operate which has caused increases in the costs of recruiting and compensating such employees. In addition, certain operating and other costs, including health benefits, taxes, insurance, and other outside services, continue to increase with the general level of inflation and may also be subject to other cost and supply fluctuations outside of our control.

While we have been able to offset inflation and other changes in the costs of key operating resources by targeted increases in menu prices, coupled with more efficient purchasing practices, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions will limit our menu pricing flexibility. In addition, macroeconomic conditions that impact consumer discretionary spending for food away from home could make additional menu price increases imprudent. There can be no assurance that all of our future cost increases can be offset by higher menu prices or that higher menu prices will be accepted by our restaurant customers without any resulting changes in their visit frequencies or purchasing patterns.

Cash Flows for 13 Weeks Ended December 27, 2025 and December 28, 2024

Net cash used in operating activities for the 13 weeks ended December 27, 2025 was $550,000 as compared to $1,346,000 in the same period of last year. This decrease resulted primarily from a decrease in catered events.

Net cash used in investing activities for the 13 weeks ended December 27, 2025 was $858,000 as compared to net cash provided by investing activities of $4,895,000 in the same period as last year. This decrease resulted primarily from the payment received in connection with the termination of our Tampa Food Court lease in the prior period.

Net cash used in financing activities for the 13 weeks ended December 27, 2025 and December 28, 2024 was $777,000 and $721,000, respectively, and resulted primarily from principal payments on notes payable and the payment of distributions to non-controlling interests.

Recent Developments

Bryant Park Grill

As further described above in the “Overview” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Quarterly Report, the Company's agreements with the Bryant Park Corporation for the Bryant Park Grill & Café expired on April 30, 2025 and for The Porch at Bryant Park expired on March 31, 2025.

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Investment in and Receivable from New Meadowlands Racetrack LLC

As further described above in in the “Overview” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Quarterly Report, since March 2013, the Company has made investments in New Meadowlands Racetrack LLC (“NMR”) through its purchase of membership interests in Meadowlands Newmark, LLC, an existing member of NMR. As of the date of this report, the Company has made a total investment of $5,256,000.

In January 2026, the New Jersey Senate Government, Wagering, Tourism & Historic Preservation Committee proposed a constitutional amendment to allow the legislature to authorize casino gambling at both the Monmouth Park and Meadowlands Racetracks. Such amendment will require a three-fifths vote in both legislative chambers followed by a voter referendum in a general election before becoming law. It is possible that a referendum could be on the ballot in November 2026 and if it were to pass, NMR could open a temporary facility in 2027 and a permanent one by 2028.

Credit Facility

On March 30, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), with its lender, Bank Hapoalim B.M. (“BHBM”) which originally matured on June 1, 2025. On May 29, 2025, the Company entered into an Omnibus Amendment to the Credit Agreement which: (i) extended the maturity date of the Credit Agreement to June 1, 2028, (ii) amended the terms of the outstanding promissory notes, (iii) reduced the maximum permitted obligations outstanding under the Credit Agreement from $30,000,000 to $20,000,000 (including the outstanding promissory notes), (iv) increased the minimum tangible net worth covenant from $22,000,000 to $28,000,000, and (v) removed the annual net income covenant. Advances and loans under the Credit Agreement bear interest, at the Company's election at the time of the advance, at either BHBM's prime rate of interest plus a 0.45% spread or SOFR plus a 3.65% spread. In addition, there is a 0.30% per annum fee for any unused portion of the facility. As of December 27, 2025, no advances were outstanding under the Credit Agreement. As of December 27, 2025, the weighted average interest on the outstanding BHBM indebtedness was approximately 7.5%.

Borrowings and all other obligations under the Credit Agreement, which include the promissory notes as discussed in Note 7 of the consolidated condensed financial statements, are secured by all tangible and intangible personal property (including accounts receivable, inventory, equipment, general intangibles, documents, chattel paper, instruments, letter-of-credit rights, investment property, intellectual property and deposit accounts) and fixtures of the Company. The Credit Agreement also requires, among other things, that the Company meet minimum quarterly tangible net worth amounts and maintain a minimum fixed charge coverage ratio. The Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions on liens, relating to other indebtedness, capital expenditures, liens, affiliate transactions, disposal of assets and certain changes in ownership.

Cash Flow Outlook

Other than the status of the Bryant Park Grill & Cafe and The Porch at Bryant Park, we are not aware of any other trends or events that would materially affect our capital requirements or liquidity. We believe that our existing cash balances, internal cash-generating capabilities and current banking facilities are sufficient to finance our capital expenditures, debt maturities and other operating activities for at least the next 12 months.

Critical Accounting Estimates

The preparation of financial statements requires the Company to make estimates and assumptions of future events. In the process of preparing its consolidated condensed financial statements, the Company estimates the appropriate carrying value of certain assets and liabilities, which are not readily apparent from other sources. The critical accounting estimates underlying the Company’s consolidated condensed financial statements include projected cash flows for fixed asset impairments, allowances for

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potential bad debts on accounts and notes receivable, assumptions regarding discount rates related to lease accounting, the useful lives and recoverability of its long-lived assets, such as property and intangibles, fair values of financial instruments, the realizable value of its tax assets and other matters. Management bases its estimates on certain assumptions, which it believes are reasonable in the circumstances, and actual results could differ from those estimates. Although management does not believe that any change in those assumptions in the near term would have a material effect on the Company’s consolidated condensed financial position or the results of operations, differences in actual results could be material to the consolidated condensed financial statements.

There have been no material changes in our critical accounting policies and estimates from those disclosed in Item 7 of our Annual Report on Form 10-K for the year ended September 27, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of December 27, 2025 to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the first quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this Item may be found in Note 8 - Commitments and Contingencies to the Consolidated Condensed Financial Statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 1A. Risk Factors

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Insider Trading Arrangements and Policies

During the first quarter of 2026, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

__________________________

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:			February 10. 2026

			ARK RESTAURANTS CORP.

By:			/s/ Michael Weinstein
			Michael Weinstein
			Chairman of the Board and Chief Executive Officer
			(Principal Executive Officer)

By:			/s/ Anthony J. Sirica
			Anthony J. Sirica
			President, Chief Financial Officer and Director
			(Principal Financial and Accounting Officer)

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SEC Form 10-Q filed by Ark Restaurants Corp.