Form 8-K

8-K — Shake Shack Inc.

Accession: 0001104659-26-069246

Filed: 2026-06-02

Period: 2026-06-02

CIK: 0001620533

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2616608d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2616608d1_ex99-1.htm)

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2026-06-02

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 2, 2026

Date

of Report (Date of earliest event reported)

SHAKE

SHACK INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-36823

47-1941186

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

225

Varick Street, Suite 301

New

York, New York

10014

(Address

of principal executive offices)

(Zip

Code)

(646)

747-7200

(Registrant's

telephone number, including area code)

Not applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act

Title of each class

Trading symbol(s)

Name of each exchange on which

registered

Class A Common Stock, par value $0.001

SHAK

New

York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR

§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

Item 7.01 Regulation FD Disclosure

On June 2, 2026, Shake Shack Inc. (the “Company”) issued a press release

updating its guidance previously provided on May 7, 2026 for the second quarter and full year of fiscal 2026.

The full text of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended, or incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific

reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1

Press release dated June 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto

duly authorized.

Shake Shack Inc.

(Registrant)

Dated: June 2, 2026

By:

/s/ Michelle Hook

Michelle Hook

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616608d1_ex99-1.htm · Sequence: 2

EXHIBIT

99.1

Shake Shack Provides Fiscal Second Quarter

2026 Business Update

Management Updates Guidance

NEW YORK,

NY (Business Wire) — June 2, 2026 — Shake Shack Inc. (“Shake Shack” or the “Company”)

(NYSE: SHAK) provided a business update for the fiscal second quarter ending July 1, 2026 and fiscal year ending December 30,

2026, ahead of presenting at June investor conferences.

"Our

updated guidance reflects the current macroeconomic uncertainty, competitive landscape, and related impacts now that we are more than

two-thirds through the quarter, but it’s important to emphasize that our fundamental business drivers remain strong. We remain

confident in our ability to execute our strategic priorities and deliver long-term shareholder value,” said CEO Rob Lynch.

Updated

Fiscal Second Quarter Guidance Ending July 1, 2026:(1)

Prior

2Q Guidance

Updated

2Q Guidance

Total

revenue

$424

- $428 million

$415

- $420 million

Licensing

revenue

$13.5

- $13.7 million

change

Same-shack

sales(2)

3.0%

to 5.0%

2.5%

to 3.0%

Restaurant-level

profit margin(3)

24.0%

to 24.5%

22.0%

to 23.0%

Company-operated

openings

to 19

Approximately

Licensed

openings

Approximately

change

Updated

Fiscal 2026 Financial Guidance for the Year Ending December 30, 2026:(1)

Any items

not updated below remain the same as those previously provided.

Prior

FY Guidance

Updated

FY Guidance

Restaurant-level

profit margin(3)

23.0%

to 23.5%

22.0%

to 23.0%

Adjusted

EBITDA(3)

$230

- $245 million

$225

- $235 million

Net

income

$50

- $60 million

$45

- $55 million

(1) Fiscal second quarter and fiscal

year 2026 guidance is derived from preliminary and unaudited results based on information

currently available to the Company and are subject to change based upon completion of the

review of the 2026 second fiscal quarter. Guidance is subject to known and unknown risks,

uncertainties and other important factors that may cause actual results to be materially

different from the guidance provided. Factors that may cause differences include those discussed

in the Company's Annual Report on Form 10-K for the fiscal year ended December 31,

2025, the Company’s subsequent SEC filings, and our Cautionary Note on Forward-Looking

Statements herein.

(2) To normalize for the 53rd week

in fiscal 2025, the compare period for 2025 was shifted forward a week from the fiscal calendar

in order to show a more like-for-like comparison.

(3) Restaurant-level profit margin

and Adjusted EBITDA are non-GAAP measures. See below for full definitions and discussions

of these measures.

Definitions

The following

definitions apply to these terms as used in this release:

"Shack

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

Shacks and excludes sales from licensed Shacks.

“System-wide

sales” is an operating measure and consists of sales from Company-operated Shacks and licensed Shacks. The Company does not recognize

the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from

licensed Shacks, as well as certain up-front fees, such as territory fees, opening fees, and termination fees.

"Same-Shack

sales" represents Shack sales for the comparable Shack base, which is defined as the number of Company-operated Shacks open for

24 full fiscal months or longer. For consecutive days that Shacks were temporarily closed, the comparative period was also adjusted.

"Restaurant-level

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

and related expenses, Other operating expenses and Occupancy and related expenses.

"Restaurant-level

profit margin," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs,

Labor and related expenses, Other operating expenses and Occupancy and related expenses as a percentage of Shack sales.

"EBITDA,"

a non-GAAP measure, is defined as Net income (loss) before interest, expense (net of interest income), Income tax expense (benefit),

and Depreciation and amortization expense.

“Adjusted

EBITDA,” a non-GAAP measure, is defined as EBITDA (as defined above), excluding equity-based compensation expense, Impairments,

loss on disposal of assets and Shack closures, amortization of cloud-based software implementation costs, as well as certain non-recurring

items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business

operations.

"Adjusted

pro forma net income," a non-GAAP measure, represents Net income attributable to Shake Shack Inc. assuming the full exchange of

all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted

for certain non-recurring items that the Company does not believe are directly reflected to its core operations and may not be indicative

of its recurring business operations.

When used

in conjunction with GAAP financial measures, the non-GAAP measures included in this press release are supplemental measures of operating

performance that the Company believes are useful measures to evaluate the performance and profitability of its Shacks, and are key metrics

used internally by management to develop internal budgets and forecasts, as well as assess the performance of its Shacks relative to

budget and against prior periods. The Company believes the presentation of these measures provides investors with a supplemental view

of its operating performance that can provide meaningful insights to the underlying operating performance of the Company. These measures

may differ from similarly titled measures used by other companies due to different methods of calculation, and presentation of these

measures is not intended to be considered in isolation for, or superior to, the financial information prepared and presented in accordance

with GAAP.

Cautionary

Note on Forward-Looking Statements

This press

release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject

to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the

statements made herein. All statements other than statements of historical fact included in this press release are forward-looking statements,

including, but not limited to, statements regarding the Company's strategic priorities and initiatives, fundamental drivers, development

programs, and second quarter fiscal 2026 and full year fiscal 2026 financial guidance. Forward-looking statements discuss the Company’s

current expectations, targets and projections relating to its financial position, results of operations, plans, objectives, future performance

and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect,"

"forecast," "future," "intend," "outlook," "potential," "preliminary," "project,"

"projection," "plan,"

"seek,"

"target," "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, and involve risks and uncertainties that could cause actual results or events to differ

materially from those discussed in this press release. Some of the factors which could cause results to differ materially from the Company’s

expectations or cause the Company to not meet its second quarter and full year guidance and long-term targets include the Company's ability

to develop and open new Shacks on a timely basis, increased costs or shortages or interruptions in the supply and delivery of the Company's

products, increased labor costs or shortages, inflationary pressures, interest rates, the impact of tariffs, volatility in financial

markets and broader macroeconomic conditions, the impact of Shack closures, the impact of ongoing conflicts and related developments

in the Middle East, the Company's management of its digital capabilities and expansion into delivery, as well as its kiosk, drive-thru

and multiple format investments, risks associated with cyberattacks, data security and technology systems disruptions, the impact of

adverse weather conditions, changes in consumer spending patterns, volatility in tourism and consumer travel, the Company's ability to

maintain and grow sales at its existing Shacks, the performance and profitability of newly opened Shacks and licensed Shacks, risks associated

with the Company’s international licensing operations, and risks relating to the restaurant industry generally. You should evaluate

all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s subsequent Quarterly Reports on

Form 10-Q, and the Company's other SEC filings. All of the Company's SEC filings are available online at www.sec.gov, www.shakeshack.com

or upon request from Shake Shack Inc. The forward-looking statements included in this press release are made only as of the date hereof

and are based only on information currently available to the Company and do not reflect final results for any completed portions of the

relevant periods, and you should not place undue reliance on these forward-looking statements. There can be no assurance that the results

or developments currently anticipated by the Company will be realized, or that the Company will achieve its potential short-term or long-term

targets as updated and currently in place. The Company undertakes no obligation to publicly update or revise any forward-looking statement

as a result of new information, future events or otherwise, except as otherwise required by law.

About

Shake Shack

serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus

beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great

value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread

appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development, to its

inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the Company

has expanded to over 690 locations system-wide, including over 445 in 35 U.S. States and the District of Columbia, and over 245 international

locations across London, Hong Kong, Shanghai, Singapore, Mexico City, Istanbul, Dubai, Tokyo, Seoul and more.

Skip the

line with the Shack App, a mobile ordering app that lets you save time by ordering ahead! Guests

can select their location, pick their food, choose a pickup time and their meal will be cooked-to-order and timed to arrival. Available

on iOS and Android.

Learn more:

shakeshack.com | IG: @shakeshack | X: @shakeshack

| facebook.com/shakeshack

Media:

Meg Davis, Shake Shack

mcastranova@shakeshack.com

Investor

Relations:

Alison Sternberg,

Shake Shack

Head of Investor

Relations

(844) SHACK-04

(844-742-2504)

investor@shakeshack.com

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