Kaplan Fox Launches Securities Probe Into Simply Good Foods Over OWYN Acquisition Disclosure Issues

Chronology of Simply Good Foods' OWYN Disclosures and Stock Price Impact

The securities investigation focuses on The Simply Good Foods Company's disclosure practices regarding its acquisition of Only What You Need. The acquisition was completed on June 13, 2024, at a purchase price of $280 million for the OWYN brand. At the acquisition announcement, the company did not reveal significant quality concerns that later surfaced in quarterly earnings reports.

On October 23, 2025, Simply Good announced its fourth-quarter 2025 results and revealed a "quality issue" with the OWYN brand, linked to a raw material sourcing decision for pea protein made before the acquisition closed. This disclosure caused Simply Good's stock to drop $4.33 per share, or 17.35%, closing at $20.63 that day.

Significant Impairment Charges Disclosed in April 2026 Earnings

On April 9, 2026, Simply Good reported second-quarter 2026 results showing net sales of $326.0 million, a 9.4% decline year-over-year, with sharp decreases in OWYN and Atkins brand sales—OWYN down 16.8% and Atkins down 26.6%.

The company recorded a $249.0 million non-cash impairment charge related to intangible assets of the Atkins and OWYN brands. The OWYN portion accounted for $187.0 million, while Atkins represented $62.0 million. This indicated a material overvaluation of these assets at acquisition. Following this announcement, Simply Good's stock fell $2.61 per share, or 18.11%, closing at $11.80, marking a second major decline linked to OWYN issues within six months.

Details of Alleged Securities Law Violations

Kaplan Fox's investigation examines whether Simply Good Foods properly disclosed material information about the OWYN acquisition before and after the June 2024 closing. The timeline—acquisition completion, delayed disclosure of a pre-closing quality problem 16 months later, followed by a large impairment charge six months after—raises concerns about investors having access to adequate information when purchasing the company's securities.

Securities laws mandate public companies disclose material facts important to investors' decisions. The pea protein sourcing quality problem, occurring before acquisition closing, questions whether it should have been disclosed during the acquisition announcement or in subsequent filings. The timing and size of impairment charges also suggest the OWYN intangible asset valuation may have lacked sufficient support.

Stock Price Declines and Investor Losses

The two disclosure events caused significant shareholder value erosion. On October 23, 2025, Simply Good's stock dropped from about $24.96 per share to $20.63. On April 9, 2026, it fell from roughly $14.41 to $11.80 per share.

Investors holding Simply Good shares from the OWYN acquisition announcement in June 2024 through the April 2026 report faced substantial unrealized losses. These declines, directly tied to company disclosures about OWYN, prompted the securities investigation amid concerns that earlier disclosures were inadequate or misleading about the acquired business's condition.

Kaplan Fox's Expertise in Securities Litigation

Kaplan Fox & Kilsheimer LLP is a nationally acclaimed law firm specializing in complex litigation, including securities class actions. Founded in 1956, it operates offices in New York, Oakland, Los Angeles, Chicago, and New Jersey. The firm has litigated securities, antitrust, and consumer protection cases nationwide for over 50 years, recovering more than $10 billion for clients.

Recognized by Chambers and Partners, Benchmark Litigation, Super Lawyers, and Lawdragon, Kaplan Fox has led landmark cases. Notable recoveries include a $2.425 billion settlement for Bank of America shareholders (the largest under Section 14(a) of the Securities Exchange Act), $800 million in ATRS v. Allianz Global Investors, and a $475 million settlement in In re Merrill Lynch.

Understanding Material Omissions in M&A Disclosures

The investigation centers on securities laws requiring full and accurate disclosure. When announcing major acquisitions, companies must reveal all material facts influencing investors' decisions. Material information includes details about the target's operations, financial health, and known risks.

In the OWYN case, the pre-closing pea protein quality issue likely qualifies as material. If Simply Good's management knew of this issue at acquisition closing or announcement and failed to disclose it, this may violate securities laws. Likewise, if OWYN's valuation assumptions were unfounded and undisclosed or misrepresented, this could lead to legal claims.

Call to Action for Investors and Information Holders

Kaplan Fox invites Simply Good Foods investors who incurred losses to contact the firm about the investigation. The firm also seeks individuals with relevant knowledge. Interested parties can reach out via email at [email protected] or phone at (646) 315-9003 to discuss potential involvement.

Contacting Kaplan Fox does not establish an attorney-client relationship or obligate retention but may help document the scope of investor losses linked to Simply Good Foods' OWYN disclosures and impairment charges.

Investigation Status and Future Prospects

The firm’s announcement confirms a securities investigation is active but does not detail its formal legal status. This inquiry may lead to a securities class action for investors who bought Simply Good stock during the relevant timeframe. Details on the investigation's scope, legal claims, and litigation timeline remain undisclosed.

Investors and others with information about the OWYN acquisition and impairment charges are encouraged to contact Kaplan Fox to support the investigation. The firm aims to identify potential securities violations and pursue recovery for affected investors through litigation or settlements.