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Birks Group (NYSE: BGI) plans NYSE American delisting and OTCQB market move

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Voluntary delisting from NYSE American after a prior noncompliance notice, with stated risks around post-delisting liquidity and trading volatility for the Class A voting shares.

Filing Explained

Birks says its planned voluntary delisting follows an NYSE American notice that it was not complying with continued-listing standards Sections 1003(a)(i) and (ii); OTCQB approval has been obtained, but trading there has not yet begun.

Form 25 filing date August 17, 2026 Planned filing date with the SEC to effect NYSE American delisting
Expected last NYSE American trading day on or about August 27, 2026 Company’s expectation for final trading day on NYSE American
Total store locations 32 store locations Number of retail stores operated in Canada
Maison Birks stores 17 store locations Stores under the Maison Birks brand in major Canadian markets
Breitling brand stores 4 retail locations Breitling brand locations in Laval, Ottawa and Toronto
Year founded 1879 Year Birks was founded as a jewelry designer and retailer
voluntarily delist regulatory
"announced today its intention to voluntarily delist from the NYSE American"
A company chooses to remove its shares from a stock exchange of its own accord, stopping regular public trading while it may still exist as a private business. For investors this matters because liquidity and transparency usually fall—selling shares becomes harder and public reporting standards may be reduced—so the move can change how easy it is to buy or sell stock and how much reliable information is available about the company.
OTCQB Venture Market financial
"approved to have its Class A voting shares trade on the OTCQB Venture Market"
The OTCQB Venture Market is a tier of the over‑the‑counter (OTC) trading platform that groups early‑stage, smaller companies that do not meet the stricter requirements of higher OTC tiers. It gives investors a way to buy and sell shares in these higher‑risk, less mature firms with generally lower reporting and transparency standards; think of it as a marketplace’s “starter lane” where potential is available but uncertainty and volatility are higher, so investors should expect greater risk and do extra homework.
Form 25 regulatory
"intends to file with the Securities and Exchange Commission a Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
NYSE American Company Guide regulatory
"not in compliance with the NYSE American continued listing standards set forth"
A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.
going concern financial
"maintain sufficient sources of liquidity to fund its operations and to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
forward-looking statements regulatory
"This press release contains forward-looking statements regarding, among other things"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is Birks Group Inc. (BGI) changing about its stock listing?
Birks Group intends to voluntarily delist its Class A voting shares from the NYSE American and have them trade on the OTCQB Venture Market, which will provide an alternative venue for shareholders to trade the shares.

When will Birks Group (BGI) delist from NYSE American and move to OTCQB?
Birks Group plans to file Form 25 on August 17, 2026 and expects its last NYSE American trading day to be on or about August 27, 2026, with OTCQB trading anticipated to start the following day.

Why is Birks Group (BGI) delisting from the NYSE American?
Birks Group previously received notice that it was not in compliance with NYSE American continued listing standards and, after reviewing options, determined that a voluntary delisting is in the company’s best interests.

Will Birks Group (BGI) continue SEC reporting after moving to OTCQB?
Yes. Birks Group states it will continue filing reports on EDGAR with the SEC and will provide semiannual financial information, including an annual audit by an independent public accounting firm following the voluntary delisting.

What key risks does Birks Group (BGI) highlight around its delisting and OTCQB trading?
The company cites risks in maintaining an OTCQB quotation, the liquidity and volatility of its shares after delisting, general economic conditions, its ability to maintain sufficient liquidity, and its capacity to continue as a going concern.

How large is Birks Group’s (BGI) retail footprint in Canada?
Birks Group operates 32 store locations across Canada, including 17 under the Maison Birks brand and additional boutiques under brands such as Patek Philippe, Chaumet, Breitling, Omega, Montblanc and European Boutique.
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2026

Commission file number: 001-32635

 

 

BIRKS GROUP INC.

(Translation of Registrant’s name into English)

 

 

2020 Robert Bourassa

Suite 200

Montreal, Québec

Canada

H3A 2A5

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒ Form 20-F   ☐ Form 40-F

 

 
 

CONTENTS

The following documents of the Registrant are submitted herewith:

 

99.1.

Press release dated August 6, 2026

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.

 

    BIRKS GROUP INC.
    (Registrant)
    By:   /s/ Aldo Battista
Date: August 6, 2026       Vice President and Chief Financial Officer

 

EXHIBIT 99.1

 

LOGO

Company Contact:

Aldo Battista

Vice President and Chief Financial Officer

(514) 397-2592

For all press and media inquiries, please contact:

Press@birks.com

BIRKS GROUP ANNOUNCES INTENTION TO VOLUNTARILY DELIST ITS CLASS A VOTING SHARES; APPROVED TO TRADE ON THE OTCQB

Montreal, Quebec – August 6, 2026 - Birks Group Inc. (“Birks Group” or the “Company”) (NYSE American LLC: BGI) announced today its intention to voluntarily delist from the NYSE American LLC (“NYSE American”). The Company has been approved to have its Class A voting shares trade on the OTCQB Venture Market (the “OTCQB”) and anticipates launching on the OTCQB the day following the date its Class A voting shares are delisted from NYSE American.

As previously disclosed, the Company received a notification letter from the NYSE American advising that the Company is not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) and (ii) of the NYSE American Company Guide. After careful consideration and a review of several options, the Company has determined that a voluntary delisting from NYSE American is in the Company’s best interests. The Company expects that its Class A voting shares will trade on the OTCQB providing a market for the Company’s shareholders to continue trading the Company’s Class A voting shares.

The Company intends to file with the Securities and Exchange Commission (the “SEC”) a Form 25 on August 17, 2026 to effect the delisting from the NYSE American and expects the last day of trading on the NYSE American to be on or about August 27, 2026 (no earlier than 10 days after filing the Form 25).

The Company intends to continue to file with the SEC on EDGAR at www.sec.gov and to provide semiannual financial information, including continuing to engage an independent public accounting firm to perform an annual audit of the Company’s financial statements following the voluntary delisting.

About Birks Group Inc.

Birks Group is a leading designer of fine jewelry, and an operator of luxury jewelry, timepieces and gifts retail stores in Canada. The Company currently operates 32 store locations, including: 17 store locations under the Maison Birks brand in most major metropolitan markets in Canada, one retail location in Montreal under the Birks brand, one retail location in Montreal under the TimeVallée brand, one retail location in Calgary under the Brinkhaus brand, one retail location in Vancouver under the Patek Philippe brand, one retail location in Vancouver under the Chaumet brand, four retail locations in Laval, Ottawa and Toronto under the Breitling brand, one retail location in Toronto under the Omega brand, one retail location in Toronto under the Montblanc brand, and four retail locations in the Greater Toronto Area under the European Boutique brand. Birks was founded in 1879 and has become Canada’s premier designer and retailer of fine jewelry, timepieces and gifts. Additional information can be found on Birks’ website, www.birksgroup.com.

Forward Looking Statements

This press release contains forward-looking statements regarding, among other things, the timing of the Company’s delisting from the NYSE American and the commencement of trading of its Class A voting shares on the OTCQB. Forward-looking statements can be identified, for example, by their use of words such as “plans,” “expects,” “believes,” “will,” “anticipates,” “intends,” “estimates,” “could,” “would,” “may,” and other words of similar meaning. All statements that address expectations or projections about the future, including statements about the anticipated timing and effects of the voluntary delisting, the availability and liquidity of a trading market for the Company’s Class A voting shares, and the Company’s business and financial condition generally, are forward-looking statements.

Because such statements involve risks and uncertainties, actual results might differ materially from those projected, and no assurance can be given that the Company will achieve the results contemplated by these forward-looking statements. Accordingly, readers should not place undue reliance on them. These risks and uncertainties include, but are not limited to: (i) the Company’s ability to maintain a quotation for its Class A voting shares on the OTCQB or another trading market, and the liquidity and volatility of trading in the Class A voting shares following delisting from the NYSE American; (ii) general economic, political and market conditions in Canada and the United States that could adversely affect the Company’s business, operating results or financial condition; (iii) the Company’s ability to maintain sufficient sources of liquidity to fund its operations and to continue as a going concern; and (iv) other risks described under the caption “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on July 21, 2026 and in its subsequent filings with the SEC.

The Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this release, except as required by law.

Source: View Original Filing on SEC EDGAR

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