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Birks Group (NYSE American: BGI) plans CFO transition as Katia Fontana retires

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6-K

Rhea-AI Filing Summary

Birks Group Inc. reports that its long-serving Chief Financial Officer, Katia Fontana, will retire effective April 1, 2026, after about six years in senior leadership. To support continuity, the company has hired Aldo Battista, a Chartered Professional Accountant with over 25 years of finance and retail experience, including 16 years at apparel retailer Reitmans (Canada) Limited.

Mr. Battista joins on February 11, 2026, first as Vice President, Accounting and Treasury, then becomes Vice President and Chief Financial Officer on April 2, 2026, following a planned transition period working alongside Ms. Fontana.

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Insights

Birks Group discloses a planned CFO succession with an orderly transition period.

Birks Group is managing a key leadership change as CFO Katia Fontana retires on April 1, 2026, after several years guiding the company through strategic transformations. The company has pre-arranged a successor, limiting potential disruption in finance and accounting operations.

The incoming CFO, Aldo Battista, brings over 25 years of finance and accounting experience, including a long tenure in Canadian retail. His initial role as Vice President, Accounting and Treasury from February 11, 2026, creates overlap to transfer responsibilities before he assumes the CFO position.

The employment agreement outlines a CDN$300,000 annual base salary, a 40% target bonus for fiscal years following fiscal 2026, non-compete obligations for 12 months post-employment, and a tiered severance framework tied to years of service. These terms help clarify future fixed and potential variable compensation and severance exposure for this executive role.

 

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 February, 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

 

 
 


EXPLANATORY NOTE:

1. RETIREMENT OF OFFICER

Ms. Katia Fontana, Vice President and Chief Financial Officer of Birks Group Inc. (the “Company”) has decided to retire, effective April 1, 2026.

2. APPOINTMENT OF VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

On February 9, 2026, the Company entered into an employment agreement (the “Agreement”) with Mr. Aldo Battista. Mr. Aldo Battista will be joining the Company on February 11, 2026. During a transition period from February 11 2026 to April 1, 2026, Mr. Battista will initially serve as Vice President, Accounting and Treasury, working alongside Ms. Fontana to ensure a smooth and orderly handover of finance and accounting responsibilities before assuming the role of Vice President and Chief Financial Officer on April 2, 2026.

Mr. Battista is a Chartered Professional Accountant (CPA) and has over 25 years of experience in finance and accounting. He spent 16 years of his career in the retail industry with Reitmans (Canada) Limited., an apparel retailer, from 2008 to 2024 in various positions, including Vice President, Finance. He began his career as an external auditor with Deloitte from 1991 to 1995. He holds an Executive Master in Business Administration (EMBA) from Queen’s University, a Bachelor of Commerce from Concordia University and a Chartered Professional Accountant Designation from l’Ordre des comptables professionnels agréés du Québec.

The Agreement provides Mr. Battista with an annual gross base salary of CDN$300,000, a target annual cash bonus of 40% of his annual gross base salary for fiscal years following fiscal year 2026 and other health and retirement contribution benefits. In the event that Mr. Battista is terminated without “cause” or resigns for “good reason,” as these terms are defined in the Agreement, the Agreement provides that Mr. Battista will receive (i) any earned and accrued but unpaid base salary, (ii) up to six months of salary continuation in lieu of further salary or severance payments, which may be increased by one additional month after two years of service for each additional year of service thereafter up to a maximum of twelve months after eight years of service, (iii) certain health benefits for the period that the severance will be payable in (ii), and (iv) and an average annual bonus payable over the period that the severance will be payable in (ii). Mr. Battista is prohibited from competing with the Company during his employment and for a period of twelve months thereafter.

In addition, there are no family relationships between Mr. Battista and any director or other executive officer of the Company and there are no related party transactions between the Company and Mr. Battista.

CONTENTS:

The following document of the Registrant is submitted herewith:

Exhibit 99.1 Press Release dated February 10, 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/ Miranda Melfi                 

   

  Miranda Melfi

Date: February 11, 2026

   

  Vice President, Human Resources, Chief Legal Officer

  and Corporate Secretary

EXHIBIT 99.1

 

LOGO

Company Contacts:

Katia Fontana

Vice President and Chief Financial

Officer

(514) 397-2592

For all press and media inquiries,

please contact:

Press@birks.com

BIRKS GROUP ANNOUNCES THE RETIREMENT AND NEW APPOINTMENT OF ITS CFO

Montreal, Quebec. February 10, 2026 - Birks Group Inc. (the “Company” or “Birks Group”) (NYSE American: BGI) announced today that Katia Fontana, Vice President and Chief Financial Officer, has decided to retire, effective April 1, 2026. Over the last six years, Ms. Fontana has been an integral member of the senior management team, helping guide the Company through strategic transformations and external challenges with professionalism and steady leadership.

Birks Group is also pleased to announce that Mr. Aldo Battista will be joining the Company on February 11, 2026. During the transition period, Mr. Battista will initially serve as Vice President, Accounting and Treasury, working alongside Ms. Fontana to ensure a smooth and orderly handover of finance and accounting responsibilities before assuming the role of Vice President and Chief Financial Officer on April 2, 2026.

Mr. Battista is a Chartered Professional Accountant (CPA) and has over 25 years of experience in finance and accounting. He spent 16 years of his career in the retail industry with Reitmans (Canada) Limited., an apparel retailer, from 2008 to 2024 in various positions, including Vice President, Finance. He began his career as an external auditor with Deloitte from 1991 to 1995. He holds an Executive Master in Business Administration (EMBA) from Queen’s University, a Bachelor of Commerce from Concordia University and a Chartered Professional Accountant Designation from lOrdre des comptables professionnels agréés du Québec.


Niccolò Rossi di Montelera, Executive Chairman of the Board and Interim CEO, commented: “Katia has been a valued member of our senior management team and has made significant contributions to Birks Group since joining us in 2020. Her leadership, guidance and commitment have been instrumental in navigating through challenging periods, including the Covid-19 pandemic. On behalf Mr. Davide Barberis Canonico, Interim President and COO, and the entire Board, I would like to sincerely thank Katia for her dedication and contributions to Birks Group, and wish her a fulfilling retirement.” Mr. Rossi di Montelera continued: “We are also very pleased that Katia will remain with us to support a seamless transition as we welcome Aldo Battista as our new CFO. Aldo brings extensive experience in finance, accounting and the retail sector, and we are confident his expertise will be a strong asset for the Company.”

Katia Fontana, Vice President and Chief Financial Officer, said: “It has been profoundly rewarding and a privilege to serve Birks Group over the past six years. I am grateful for the dedication, passion, and resilience of our teams. I am pleased to support a smooth transition and as I step into the next chapter of my life, I look forward to seeing the Company continue to pursue its strategic initiatives under new financial leadership and I will cheer on the team as the Company evolves.”

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 operates 17 stores 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 Graff brand, one retail location in Vancouver under the Patek Philippe brand, four retail locations in Laval, Ottawa and Toronto under the Breitling brand, four retail locations in Toronto under the European Boutique brand, one retail location in Toronto under the Omega brand and one retail location in Toronto under the Montblanc 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’ web site, www.birks.com.

Forward Looking Statements

This press release contains forward-looking statements which can be identified, for example, by their use of words like “plans,” “expects,” “believes,” “will,” “anticipates,” “intends,” “projects,” “estimates,” “could,” “would,” “may,” “planned,” “goal,” and other words of similar meaning. All statements that address expectations, possibilities or projections about the future, including without limitation, statements about anticipated economic conditions, our strategies for growth, expansion plans, sources or adequacy of capital, expenditures and financial results are forward-looking statements.


Because such statements include various risks and uncertainties, actual results might differ materially from those projected in the forward- looking statements and no assurance can be given that the Company will meet the results projected in the forward-looking statements. Accordingly, the reader should not place undue reliance on forward-looking statements. These risks and uncertainties include, but are not limited to the following: (i) heightened inflationary pressure and interest rates, a decline in consumer discretionary spending, increased cost of borrowing or deterioration in consumer financial position; (ii) the Company’s ability to maintain its listing on the NYSE American or to list its securities on another national securities exchange; (iii) economic, political and market conditions, including the economies of Canada and the U.S., which could adversely affect the Company’s business, operating results or financial condition, including its revenue and profitability, through the impact of changes in the real estate markets, changes in the equity markets and decreases in consumer confidence and the related changes in consumer spending patterns, the impact on store traffic, tourism and sales as well as tariffs (and retaliatory measures), possible changes therefrom and other trade restrictions; (iv) the impact of fluctuations in foreign exchange rates, increases in commodity prices and borrowing costs, and their related impact on the Company’s costs and expenses; (v) the Company’s ability to maintain and obtain sufficient sources of liquidity to fund its operations, to achieve planned sales, gross margin and net income, to keep costs low, to implement its business strategy, maintain relationships with its primary vendors, to source raw materials, to mitigate fluctuations in the availability and prices of the Company’s merchandise, to compete with other jewelers, to succeed in its marketing initiatives (including with respect to Birks branded products), and to have a successful customer service program; (vi) the Company’s plan to evaluate the productivity of existing stores, close unproductive stores and open new stores in prime retail locations, renovate existing stores and invest in its website and e-commerce platform; (vii) the Company’s ability to execute its strategic vision; (viii) the Company’s ability to invest in and finance capital expenditures; and (ix) the Company’s ability to continue as a going concern.

Information concerning the above and other risk factors that could cause actual results to differ materially is set forth under the captions “Risk Factors” and “Operating and Financial Review and Prospects” and elsewhere in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on July 25, 2025, and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

FAQ

What leadership change did Birks Group (BGI) announce in this 6-K?

Birks Group announced that Chief Financial Officer Katia Fontana will retire effective April 1, 2026. The company has appointed Aldo Battista to succeed her as Vice President and Chief Financial Officer following a structured transition period starting February 11, 2026.

Who is Aldo Battista, the new CFO of Birks Group (BGI)?

Aldo Battista is a Chartered Professional Accountant with over 25 years of finance and accounting experience. He previously spent 16 years at Reitmans (Canada) Limited in various roles including Vice President, Finance, and began his career as an external auditor with Deloitte.

When will Aldo Battista assume the Chief Financial Officer role at Birks Group (BGI)?

Aldo Battista joins Birks Group on February 11, 2026, initially as Vice President, Accounting and Treasury. After working alongside outgoing CFO Katia Fontana during a transition period, he is scheduled to assume the Vice President and Chief Financial Officer role on April 2, 2026.

What are the key compensation terms for Aldo Battista at Birks Group (BGI)?

Under his employment agreement, Aldo Battista receives an annual gross base salary of CDN$300,000 and a target annual cash bonus equal to 40% of base salary for fiscal years following fiscal 2026, plus specified health and retirement contribution benefits and defined severance protections.

What severance protections does Aldo Battista have in his Birks Group (BGI) contract?

If terminated without cause or resigning for good reason, Aldo Battista is entitled to earned unpaid salary, up to six months of salary continuation (rising to a maximum of twelve months with longer service), continued health benefits during that period, and an average annual bonus over the same timeframe.

Does Birks Group (BGI) disclose any non-compete terms for Aldo Battista?

Yes. The agreement states that Aldo Battista is prohibited from competing with Birks Group during his employment and for twelve months after it ends. This restriction aims to protect the company’s interests and confidential financial and strategic information after his tenure.

Are there any related party or family relationships tied to Aldo Battista at Birks Group (BGI)?

The company states there are no family relationships between Aldo Battista and any director or other executive officer. It also notes there are no related party transactions between Birks Group and Mr. Battista, clarifying potential conflicts of interest around his appointment.

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