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Birks Group Inc. (BGI) has furnished a management proxy circular for its annual shareholders’ meeting to be held on September 17, 2026 at 9:00 a.m. (ET) in Montreal. Holders of Class A voting shares and Class B multiple voting shares of record on July 24, 2026 may vote.
Shareholders are asked to elect five directors and approve the appointment of Raymond Chabot Grant Thornton LLP as auditors, with each matter decided by a majority of votes cast. As of July 24, 2026, there were 11,987,305 Class A voting shares and 7,717,970 Class B multiple voting shares outstanding; each Class A share carries one vote and each Class B share ten votes, and a 50% voting-rights quorum is required.
The circular notes that Birks announced its intention to voluntarily delist from NYSE American and have its Class A voting shares trade on the OTCQB Venture Market, with the last NYSE American trading day expected on or about August 27, 2026. The document also details board and committee composition, director and executive compensation (including deferred stock units), ESG and DE&I initiatives, and related-party financing, including a $3.75 million loan from controlling shareholder Mangrove Holding S.A. and a US$1.5 million cash advance from Montel S.à.r.l.
Birks Group Inc. (BGI) submitted a Form 6-K as a foreign private issuer for August 2026. The filing furnishes two key documents: the company’s Annual Report 2026 and a Report Under the Fighting Against Forced Labour and Child Labour in Supply Chains Act for the fiscal year ended March 28, 2026.
The report is signed on behalf of Birks Group Inc. by Miranda Melfi, Vice President, Human Resources, Chief Legal Officer and Corporate Secretary.
Birks Group Inc. (BGI) has filed a Form 25 to remove its Class A Voting Shares, without nominal or par value, from listing and/or registration on the NYSE American LLC under Section 12(b) of the Securities Exchange Act of 1934. The company states it has reasonable grounds to believe it meets all requirements for filing Form 25. The notification is signed on behalf of Birks Group Inc. by Miranda Melfi, Vice President, Human Resources, Chief Legal Officer and Corporate Secretary, dated August 17, 2026.
Birks Group Inc. plans to voluntarily delist its Class A voting shares from the NYSE American and move trading to the OTCQB Venture Market. The company has received approval for OTCQB quotation and anticipates trading there to begin the day after NYSE American delisting.
Birks Group intends to file a Form 25 with the SEC on August 17, 2026 and expects the last day of NYSE American trading to be on or about August 27, 2026. It states it will continue submitting reports on EDGAR and provide semiannual financial information, including an annual audit by an independent public accounting firm.
The company highlights risks related to maintaining an OTCQB quotation and post-delisting liquidity and volatility, broader economic conditions in Canada and the United States, and its ability to maintain sufficient liquidity to continue as a going concern, in addition to risk factors described in its Form 20-F.
Birks Group Inc. reported that director Emilio B. Imbriglio resigned from its Board of Directors for personal reasons, effective August 5, 2026. He had served as a director since 2022 and had already indicated he would not stand for re-election at the September 2026 annual shareholders meeting.
The company is a Canadian luxury jewelry and timepiece retailer operating 32 stores under brands including Maison Birks, Birks, TimeVallée, Brinkhaus, Graff, Patek Philippe, Breitling, European Boutique, Omega and Montblanc. The release also reiterates extensive forward-looking risk factors, including inflation, liquidity, foreign exchange, listing status and going-concern uncertainties.
Birks Group Inc. reported fiscal 2026 results with net sales of $205.4 million, up 15.5% from fiscal 2025, and comparable store sales up 2.6%. Growth was driven in part by the European Boutique acquisition and higher sales of Birks branded and third-party jewelry.
Gross profit rose to $79.2 million, with gross margin improving to 38.5% from 37.3%, aided by a foreign exchange gain. Operating income was $3.1 million versus a $5.5 million loss a year earlier. Net loss narrowed to $3.4 million, or $0.17 per share, compared with a $12.8 million loss, or $0.66 per share, in fiscal 2025.
EBITDA increased to $12.7 million and Adjusted EBITDA to $12.9 million. Total assets were $214.3 million and stockholders’ equity was a deficit of $21.4 million as of March 28, 2026. Management highlighted successful integration of the European Boutique acquisition, recent refinancing of term debt and extension of its revolver, and plans to expand Birks-branded retail, including a new Vancouver store.
Birks Group Inc., a Canadian luxury jewelry and timepiece retailer with 32 stores, generated fiscal 2026 net sales of $205.4 million, substantially all in Canada. It recorded a net loss of $3.4 million, an accumulated deficit of $141.7 million and modest net cash provided by operations of $0.2 million. Timepieces accounted for 62% of sales, while jewelry and other products represented 38%.
Total assets were $214.3 million, but stockholders’ deficiency reached $21.4 million and total indebtedness rose to about $110.2 million, giving a debt‑to‑capitalization ratio of 124.1%. Management highlights significant going‑concern and liquidity risks, including negative working capital of $17.7 million, reliance on asset‑based credit facilities and shareholder loans, and sensitivity to covenant breaches that could trigger cross‑defaults. In June 2026 the company refinanced a $26 million term loan with a new $32.5 million senior secured facility maturing in 2031 and extended its Wells Fargo revolving facility to 2031 with $93 million of commitments, while also extending a $3.75 million shareholder loan to 2031.
Birks remains out of compliance with NYSE American stockholders’ equity and profitability listing standards after reporting a stockholders’ deficit of U.S.$15.4 million as of March 28 2026; NYSE American has accepted a compliance plan and granted an extension through August 25 2026, but the risk of delisting persists. Strategy includes expanding branded timepiece exposure, illustrated by the $10.8 million acquisition of four European Boutique stores in Toronto in July 2025 and ongoing investments in store remodeling and digital initiatives, while facing macroeconomic, tourism, public‑health, supplier‑concentration and data‑security risks that could pressure discretionary luxury spending and operations.
Birks Group Inc. has completed a comprehensive refinancing of its debt facilities to strengthen liquidity and extend maturities. The company closed a new five-year $32.5 million senior secured term loan with an affiliate of Gordon Brothers, maturing in June 2031, which refinances and fully repays its prior $26 million term loan.
At the same time, Birks amended and extended its senior secured revolving credit facility with Wells Fargo, increasing total commitments to $93 million and pushing the maturity to June 2031. The term loan bears interest at Term CORRA plus 6.75%–7.75%, while the revolver is priced at Term CORRA or SOFR plus margins ranging from 2.00%–2.5% or 1.625%–2.125% for U.S. dollar drawings.
Birks also extended a $3.75 million shareholder loan from Mangrove Holding S.A. to June 2031, at 12.2% interest effective August 1, 2026, with annual principal payments of $250,000 starting in June 2028 and a final $3.0 million repayment shortly before maturity. Management highlights that these steps are intended to increase liquidity, enhance financial flexibility and support investments in store renovations, omni-channel capabilities, digital commerce and working capital.
Birks Group Inc. director Paola Farnesi has reported her initial beneficial holding through deferred share units. The Form 3 shows Class A voting shares underlying 40,909 cash-settled Deferred Share Units (DSUs), held directly. The DSUs have a stated exercise price of $0.0000 and are settled in cash rather than stock.
According to the disclosure, these DSUs may be exercised after departure from the Board, with cash value based on the company’s stock price on the departure date multiplied by the number of DSUs. This filing records an existing compensation-related position and does not reflect any open-market buy or sell transaction.
Birks Group Inc. executive Maryame El Bouwab, Vice President of Merchandising and Planning, filed an initial ownership report showing a direct holding of 50,000 Class A voting shares. This Form 3 does not report any new buy or sell transactions; it establishes her existing ownership position.