BT Brands (NASDAQ: BTBD) CFO and board member Brimmer resigns

Rhea-AI Filing Summary

BT Brands, Inc. reported that Kenneth Brimmer resigned as a member of the Board of Directors and as Chief Financial Officer, effective May 26, 2026. He also stepped down as the company’s principal financial officer and principal accounting officer. The company states his resignation was not due to any disagreement regarding operations, policies, practices, financial reporting, or accounting matters. A successor CFO, principal financial officer, and principal accounting officer has not yet been appointed, and BT Brands plans to announce any successor or interim officer in a later disclosure.

Insights

Corporate governance analyst

BT Brands’ CFO and director resigns without reported dispute.

BT Brands disclosed that Kenneth Brimmer resigned as both CFO and board member, also relinquishing his roles as principal financial and accounting officer. The company explicitly notes the departure did not arise from disagreements over operations or financial reporting matters.

This type of leadership change can affect oversight of financial reporting and strategic decisions, but the absence of stated disputes suggests an orderly transition. The company has not yet named a replacement, leaving its senior finance seat temporarily open.

Subsequent company communications will need to identify a new or interim CFO and principal financial officer. That appointment will clarify how BT Brands intends to maintain financial leadership and accounting oversight following Brimmer’s resignation effective May 26, 2026.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Effective date of resignation: May 26, 2026 Report signature date: May 29, 2026

2 metrics

Effective date of resignation May 26, 2026 Resignation of CFO, director, principal financial and accounting officer

Report signature date May 29, 2026 Date BT Brands signed the current report

Key Terms

principal financial officer, principal accounting officer, Emerging growth company, Item 5.02

4 terms

principal financial officer financial

"Mr. Brimmer also served as the Company’s principal financial officer and principal accounting officer."

The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.

principal accounting officer financial

"Mr. Brimmer also served as the Company’s principal financial officer and principal accounting officer."

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

Emerging growth company regulatory

"Emerging growth company Item 5.02. Departure of Directors or Certain Officers;"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 5.02 regulatory

"Item 5.02. Departure of Directors or Certain Officers; Election of Directors;"

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Wyoming		000-56113		91-1495764
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

30 N Gould St Ste 12358, Sheridan, WY		82801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (307) 264-5057

10501 Wayzata Blvd South, Suite 102

Minnetonka, MN 

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BTBD		Nasdaq Capital Market
Warrants		BTBDW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 26, 2026, Kenneth Brimmer resigned from his positions as a member of the Board of Directors and Chief Financial Officer of BT Brands, Inc. (the “Company”). At the time of his resignation, Mr. Brimmer also served as the Company’s principal financial officer and principal accounting officer.

Mr. Brimmer’s resignation was not the result of any disagreement with the Company, its management, the Board of Directors, or any committee of the Board of Directors on any matter relating to the Company’s operations, policies, practices, financial reporting, or accounting matters.

The Company has not yet appointed a successor Chief Financial Officer, principal financial officer, or principal accounting officer. The Company will disclose the appointment of any successor or interim officer in accordance with applicable SEC rules.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

2

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 hereunto duly authorized.

	BT BRANDS, INC.
Dated: May 29, 2026	By:	/s/ Gary Copperud
		Gary Copperud
		Chief Executive Officer

3

FAQ

What did BT Brands (BTBD) announce about its CFO in this 8-K?

BT Brands announced that Kenneth Brimmer resigned as Chief Financial Officer, effective May 26, 2026. He also stepped down as principal financial officer and principal accounting officer, and the company has not yet appointed a successor or interim replacement for these finance leadership roles.

Did Kenneth Brimmer’s resignation from BT Brands involve any disagreement?

The company states that Kenneth Brimmer’s resignation did not result from any disagreement. This includes operations, management, board committees, policies, practices, financial reporting, or accounting matters, indicating BT Brands characterizes the change as a non-dispute-related leadership transition in its senior finance role.

Which positions did Kenneth Brimmer hold at BT Brands (BTBD) before resigning?

Before resigning, Kenneth Brimmer served as a member of the Board of Directors and as Chief Financial Officer. He was also designated as BT Brands’ principal financial officer and principal accounting officer, combining key executive and oversight responsibilities across finance and board governance roles.

Has BT Brands named a new CFO or principal financial officer yet?

BT Brands has not yet appointed a new Chief Financial Officer, principal financial officer, or principal accounting officer. The company indicates that it will disclose the appointment of any successor or interim officer in a future report made in line with applicable SEC disclosure requirements.

When was Kenneth Brimmer’s resignation from BT Brands effective?

Kenneth Brimmer’s resignation from his roles at BT Brands was effective May 26, 2026. The company later filed the report describing this change, clarifying the effective date and confirming that his departure was not due to disagreements over operations, financial reporting, or accounting issues.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 906 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB