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SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT | 12 Months Ended
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Dec. 31, 2025
Condensed Financial Information Disclosure [Abstract] |
SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SHAKE SHACK INC. CONDENSED BALANCE SHEETS (PARENT COMPANY ONLY) (in thousands, except share and per share amounts)
|  |  | December 31 2025 |  | December 25 2024
ASSETS |  |  |
Current assets: |  |  |
| Cash | $ | 8,553 |  |  | $ | 9,271 |
| Accounts receivable | 3,728 |  |  | — |
| Prepaid expenses | 954 |  |  | 1,405 |
| Total current assets | 13,235 |  |  | 10,676 |
Deferred income taxes, net | 322,788 |  |  | 336,588 |
Investment in SSE Holdings | 472,310 |  |  | 390,184 |
Note receivable from SSE Holdings | 232,812 |  |  | 224,879 |
Note receivable - conversion option | 7,000 |  |  | 33,500 |
Due from SSE Holdings | 9,927 |  |  | 9,695 |
TOTAL ASSETS | $ | 1,058,072 |  |  | $ | 1,005,522 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |
Current liabilities: |  |  |
| Accounts payable | 2 |  |  | — |
| Accrued expenses | 1,371 |  |  | 87 |
| Due to SSE Holdings | 42,611 |  |  | 32,482 |
| Other current liabilities | 2,372 |  |  | 717 |
| Total current liabilities | 46,356 |  |  | 33,286 |
Long-term debt | 247,731 |  |  | 246,683 |
Liabilities under tax receivable agreement, net of current portion | 244,463 |  |  | 247,017 |
Total liabilities | 538,550 |  |  | 526,986 |
Commitments and contingencies |  |  |
Stockholders' equity: |  |  |
| Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and December 25, 2024. | — |  |  | — |
| Class A common stock, $0.001 par value—200,000,000 shares authorized; 40,254,281 and 40,068,068 shares issued and outstanding as of December 31, 2025 and December 25, 2024, respectively. | 40 |  |  | 40 |
| Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,434,789 and 2,455,713 shares issued and outstanding as of December 31, 2025 and December 25, 2024, respectively. | 2 |  |  | 2 |
| Additional paid-in capital | 452,577 |  |  | 442,993 |
| Retained earnings | 66,904 |  |  | 35,502 |
| Accumulated other comprehensive loss | (1) |  |  | (1) |
Total stockholders' equity | 519,522 |  |  | 478,536 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,058,072 |  |  | $ | 1,005,522 |
See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF INCOME (PARENT COMPANY ONLY) (in thousands)
|  |  | Fiscal Year Ended
|  |  | December 31 2025 |  | December 25 2024 |  | December 27 2023
Intercompany revenue | $ | 3,674 |  |  | $ | 6,476 |  |  | $ | 7,971 |
TOTAL REVENUE | 3,674 |  |  | 6,476 |  |  | 7,971 |
General and administrative expenses | 2,832 |  |  | 5,647 |  |  | 6,663 |
Intercompany expenses | 3,192 |  |  | 45 |  |  | 54 |
TOTAL EXPENSES | 6,024 |  |  | 5,692 |  |  | 6,717 |
INCOME (LOSS) FROM OPERATIONS | (2,350) |  |  | 784 |  |  | 1,254 |
Equity in net income from SSE Holdings | 65,672 |  |  | 8,558 |  |  | 10,091 |
Other income (expense), net | (18,557) |  |  | 28,533 |  |  | 14,533 |
Interest expense | (1,048) |  |  | (1,047) |  |  | (1,047) |
INCOME BEFORE INCOME TAXES | 43,717 |  |  | 36,828 |  |  | 24,831 |
Income tax expense (benefit) | 12,315 |  |  | 6,603 |  |  | (5,203) |
NET INCOME | $ | 31,402 |  |  | $ | 30,225 |  |  | $ | 30,034 |
See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (PARENT COMPANY ONLY) (in thousands)
|  |  | Fiscal Year Ended
|  |  | December 31 2025 |  | December 25 2024 |  | December 27 2023
Net income | $ | 31,402 |  |  | $ | 30,225 |  |  | $ | 30,034 |
Other comprehensive income (loss), net of tax(1): |  |  |  |  |
| Change in foreign currency translation adjustment | — |  |  | 2 |  |  | (3) |
OTHER COMPREHENSIVE INCOME (LOSS) | — |  |  | 2 |  |  | (3) |
COMPREHENSIVE INCOME | $ | 31,402 |  |  | $ | 30,227 |  |  | $ | 30,031 |
(1)Net of tax benefit of $0 for fiscal years ended December 31, 2025, December 25, 2024 and December 27, 2023. See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands)
|  |  |  |  |  | Fiscal Year Ended
|  |  |  |  |  | December 31 2025 |  | December 25 2024 |  | December 27 2023
OPERATING ACTIVITIES |  |  |  |  |
Net income | $ | 31,402 |  |  | $ | 30,225 |  |  | $ | 30,034 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |  |  |  |
| Equity in net income from SSE Holdings | (65,672) |  |  | (8,558) |  |  | (10,091) |
| Amortization of debt issuance costs | 1,048 |  |  | 1,047 |  |  | 1,047 |
| Equity-based compensation | 1,152 |  |  | 920 |  |  | 894 |
| Deferred income taxes | 11,170 |  |  | 6,606 |  |  | (5,249) |
| (Gain) loss on note receivable - conversion option | 26,500 |  |  | (20,600) |  |  | (6,600) |
| Other non-cash income | (7,933) |  |  | (7,933) |  |  | (7,933) |
| Changes in operating assets and liabilities: |  |  |  |  |
|  | Prepaid expenses and other current assets | 312 |  |  | (1,342) |  |  | (1) |
|  | Due (to) from SSE Holdings | (179) |  |  | 1,153 |  |  | (3,944) |
|  | Accounts payable | 2 |  |  | (146) |  |  | 107 |
|  | Accrued expenses | 1,328 |  |  | (395) |  |  | 515 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (870) |  |  | 977 |  |  | (1,221) |
INVESTING ACTIVITIES |  |  |  |  |
Purchases of LLC Interests from SSE Holdings | (28,040) |  |  | (27,618) |  |  | (11,731) |
NET CASH USED IN INVESTING ACTIVITIES | (28,040) |  |  | (27,618) |  |  | (11,731) |
FINANCING ACTIVITIES |  |  |  |  |
Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of equity awards | 28,040 |  |  | 27,618 |  |  | 11,731 |
Proceeds from stock option exercises | 189 |  |  | 1,620 |  |  | 744 |
Payments under tax receivable agreement | (37) |  |  | — |  |  | — |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 28,192 |  |  | 29,238 |  |  | 12,475 |
Effect of exchange rate changes on cash and cash equivalents | — |  |  | 2 |  |  | (3) |
INCREASE (DECREASE) IN CASH | (718) |  |  | 2,599 |  |  | (480) |
CASH AT BEGINNING OF PERIOD | 9,271 |  |  | 6,672 |  |  | 7,152 |
CASH AT END OF PERIOD | $ | 8,553 |  |  | $ | 9,271 |  |  | $ | 6,672 |
See accompanying Notes to Condensed Financial Statements. NOTE 1: ORGANIZATION Shake Shack Inc. (the "Parent Company") was formed on September 23, 2014 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of its equity interest in SSE Holdings, LLC ("SSE Holdings"), certain deferred tax assets and its note receivable from SSE Holdings. The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from SSE Holdings. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in SSE Holdings' Revolving Credit Facility. Refer to Note 8, Debt, in the accompanying Consolidated Financial Statements, for additional information. BASIS OF PRESENTATION These Condensed Parent Company financial statements should be read in conjunction with the Consolidated Financial Statements of Shake Shack Inc. and the accompanying notes thereto, included in Part II, Item 8. For purposes of these condensed financial statements, the Parent Company's interest in SSE Holdings is recorded based upon its proportionate share of SSE Holdings' net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of SSE Holdings, and pursuant to the Third Amended and Restated LLC Agreement of SSE Holdings (the “SSE Holdings LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company and maintaining its existence. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized. Certain intercompany balances presented in these Condensed Parent Company financial statements are eliminated in the Company's Consolidated Financial Statements. The following table presents amounts in the Parent Company's Condensed Balance Sheets that were eliminated in consolidation:
| December 31 2025 |  | December 25 2024
Assets |  |  |
Due from SSE Holdings | $ | 9,927 |  |  | $ | 9,695 |
Deferred income taxes, net | 2,114 |  |  | (3,177) |
Note receivable from SSE Holdings | 232,812 |  |  | 224,879 |
Note receivable - conversion option | 7,000 |  |  | 33,500 |
Liabilities |  |  |
Due to SSE Holdings | 42,611 |  |  | 32,482 |
Related party amounts that were not eliminated in the Company's Consolidated Financial Statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $246,835 and $247,734, respectively as of December 31, 2025 and December 25, 2024. The following table presents amounts in the Parent Company's Condensed Statements of Income that were eliminated in consolidation:
| 2025 |  | 2024 |  | 2023
Intercompany revenue | $ | 3,674 |  |  | $ | 6,476 |  |  | $ | 7,971 |
Intercompany expenses | 3,192 |  |  | 45 |  |  | 54 |
Equity in net income from SSE Holdings | 65,672 |  |  | 8,558 |  |  | 10,091 |
Other income (expense), net | 18,566 |  |  | 28,533 |  |  | 14,533 |
Income tax expense (benefit) | (5,291) |  |  | 7,466 |  |  | 3,715 |
NOTE RECEIVABLE FROM SSE HOLDINGS In March 2021, contemporaneously with the issuance of the Convertible Notes described in Note 4, Debt, below, the Parent Company entered into a $250,000 intercompany note with SSE Holdings (the "Intercompany Note"). The Intercompany Note will mature in March 2028 unless the Parent Company exercises its right to convert the Intercompany Note to maintain at all times a one-to-one ratio between the number of common units, directly or indirectly, held by the Parent Company and the aggregate number of outstanding shares of Class A common stock. As of December 31, 2025 and December 25, 2024, the balance of the Note receivable from SSE Holdings was $232,812 and $224,879, respectively, net of accretion. The Parent Company's right to convert the Intercompany Note into common units of SSE Holdings (the "Conversion Option") is required to be bifurcated from the Intercompany Note and shown separately on the Parent Company's Condensed Balance Sheets. The Conversion Option is to be recorded at fair value and remeasured at each subsequent reporting date. As of December 31, 2025 and December 25, 2024, the fair value of the Conversion Option was $7,000 and $33,500, respectively. The following table presents amounts in the Parent Company's Condensed Statements of Income related to the change in value and accretion on the Conversion Option:
| Classification | 2025 |  | 2024 |  | 2023
Unrealized gain (loss) | Other income (expense), net | $ | (26,500) |  |  | $ | 20,600 |  |  | $ | 6,600 |
Interest income | Other income (expense), net | $ | 7,933 |  |  | $ | 7,933 |  |  | $ | 7,933 |
DEBT In March 2021, the Parent Company issued $250,000 aggregate principal amount of 0% Convertible Senior Notes (“Convertible Notes”) which will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, the Parent Company pays or delivers, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company's election. Refer to Note 8, Debt, in the accompanying Consolidated Financial Statements, for additional information. COMMITMENTS AND CONTINGENCIES On February 4, 2015, the Parent Company entered into a tax receivable agreement with the non-controlling interest holders that provides for payments to the non-controlling interest holders of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. Refer to Note 14, Income Taxes,in the accompanying Consolidated Financial Statements, for additional information relating to the Parent Company's Tax Receivable Agreement. As described in Note 14, Income Taxes, in the accompanying Consolidated Financial Statements, the Company is obligated to pay the non-controlling interest holders 85% of any tax benefits that the Company may actually realize, or deemed to realize, from (i) increases in the Company's share of the tax basis of SSE Holdings due to redemptions or exchanges of LLC Interests, (ii) tax basis increases resulting from payments made under the Tax Receivable Agreement, and (iii) deductions from imputed interest under the agreement (the "TRA Payments"). As of December 31, 2025 and December 25, 2024, liabilities under the Tax Receivable Agreement totaled $246,835 and $247,734, respectively. SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information:
|  |  |  |  |  | 2025 |  | 2024 |  | 2023
Cash paid for: |  |  |  |  |
| Income taxes | $ | 163 |  |  | $ | 832 |  |  | $ | 9 |
Non-cash investing activities: |  |  |  |  |
| Accrued contribution related to stock option exercises | 189 |  |  | 1,625 |  |  | 744 |
| Class A common stock issued in connection with the acquisition of LLC Interests upon redemption by the non-controlling interest holders | (271) |  |  | 3,517 |  |  | 265 |
| Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings | 27,041 |  |  | 20,406 |  |  | 10,305 |
Non-cash financing activities: |  |  |  |  |
| Establishment of liabilities under tax receivable agreement | 861 |  |  | 12,121 |  |  | 720 |
The following table sets forth the total income taxes paid, net of refunds received after the adoption of ASU 2023-09:
|  | 2025 |  |  |  |
U.S. state and local: |  |  |  |  |
| New York | $ | 97 |  |  |  |  |
| Florida | 45 |  |  |  |  |
| Other | 21 |  |  |  |  |
| Total U.S. state and local | $ | 163 |  |  |  |  |

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