Fat Brands SEC Filings

FAT Brands Inc. received a Nasdaq delisting notice after starting voluntary Chapter 11 bankruptcy proceedings on January 26, 2026. Nasdaq determined that the company’s securities will be delisted based on the bankruptcy, related public interest concerns, questions about residual equity value, and doubts about ongoing listing compliance.

Trading in the Class A Common Stock (FAT), Class B Common Stock (FATBB), and Series B Cumulative Preferred Stock (FATBP) is expected to be suspended at the opening of business on February 4, 2026, followed by a Form 25-NSE to remove them from Nasdaq. FAT Brands does not plan to appeal and expects these securities to move to the Pink Limited Market, which the company warns is a much less liquid venue. The company cautions that trading during the Chapter 11 cases is highly speculative and that holders of its securities could face a complete or significant loss of their investment.

FAT Brands Inc. and all its subsidiaries have commenced voluntary Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the Southern District of Texas and are continuing to operate as debtors-in-possession while seeking “first day” relief to support ongoing operations. The filing triggers events of default under multiple debt instruments, including approximately $110 million of FB Resid Holding I, LLC secured notes, $201 million of FAT Brands Royalty I, LLC secured notes, $410 million of FAT Brands GFG Royalty I, LLC secured notes, $140 million of FAT Brands Fazoli’s Native I, LLC secured notes and other loans and equipment financings. The company cautions that trading in its securities is highly speculative and that holders of its common shares could suffer a complete or significant loss depending on the outcome of the Chapter 11 process.

The Board expanded from 14 to 15 members and appointed two independent restructuring directors, Patrick Bartels and Neal Goldman, who will also serve as a special committee overseeing restructuring matters, each receiving $40,000 per month plus a potential $7,500 per-diem fee in certain situations. The Board also appointed John DiDonato of Huron as Chief Restructuring Officer and Abhimanyu Gupta of Huron as Deputy Chief Restructuring Officer to lead the restructuring efforts.

FAT Brands Inc. reported that on January 8, 2026 it received separate written notices from Nasdaq’s Listing Qualifications Staff indicating that its Class A Common Stock and Class B Common Stock were not in compliance with certain Nasdaq listing requirements during a period between November 2025 and January 2026.

The company stated that these Nasdaq notices have no immediate effect on the listing or trading of either class of common stock on The Nasdaq Capital Market. However, FAT Brands explained that if it does not regain compliance with the applicable minimum Nasdaq listing requirements or other continued listing standards within the referenced compliance or extension periods, one or both classes of common stock could be delisted.

The company noted it would have the right to appeal any Nasdaq determination to delist its securities, but there is no assurance that Nasdaq staff would grant any request for continued listing or additional time to regain compliance.

FAT Brands Inc. reported new compensation arrangements for three named executive officers. On December 31, 2025, the company entered into letter agreements with Chief Financial Officer Kenneth Kuick, Chief Operating Officer Thayer Wiederhorn, and Chief Development Officer Taylor Wiederhorn. Each agreed to waive previously granted but unpaid bonuses for fiscal year 2024, and the company paid 50% of those amounts as retention bonuses: $500,000 for Kuick and $550,000 each for Thayer and Taylor Wiederhorn, paid on January 2, 2026.

In addition, the base salary for each executive increased from $550,000 to $950,000 effective January 1, 2026. Keeping both the retention bonuses and salary increases depends on continued employment through the earlier of June 30, 2026 or specified milestones if the company were to file for protection under the U.S. Bankruptcy Code. If an executive resigns voluntarily (other than due to death or disability) or is terminated for cause before that time, he must repay the retention bonus and salary increase amounts already received, net of taxes.

FAT Brands Inc. reports that its subsidiary FB Resid Holdings I, LLC has received a notice of acceleration on its fixed rate secured notes. UMB Bank, as trustee under the FB Resid Indenture, has declared the outstanding principal, accrued interest, and all other amounts under the FB Resid Notes immediately due and payable. The aggregate principal outstanding is $158.9 million, or $110.0 million net of notes retained by the Company, with approximately $9.9 million of accrued and unpaid interest. FB Resid currently does not have cash on hand to pay these amounts, and the Company warns that the acceleration or any foreclosure may materially and adversely affect the business, financial condition and liquidity of both FB Resid and FAT Brands, and could lead FB Resid and/or the Company and certain subsidiaries to seek to reorganize through bankruptcy. The notes are secured by management fee and residual cash flows from securitization affiliates and by 44,638,745 pledged shares of Twin Hospitality Group Inc. Class A common stock, representing about 22.5% of Twin Hospitality’s voting control. FAT Brands also discloses that director James Ellis resigned from the boards of the Company and Twin Hospitality Group Inc. for personal reasons.

FAT Brands Inc. reports that key securitization lenders have accelerated payment of its franchise-backed debt after prior events of default. Notes issued by four special purpose subsidiaries have been declared immediately due, including $1,256.5 million in aggregate principal, or $1,153.6 million net of notes the company holds, plus about $43.2 million of accrued and unpaid interest. The company and its securitization issuers currently lack the cash to pay these amounts, and the acceleration or any later foreclosure on collateral could materially harm its business, financial condition and liquidity and could lead the company or its subsidiaries to seek reorganization through bankruptcy. FAT Brands is continuing talks with noteholder representatives about potential refinancing or restructuring transactions but gives no assurance that an acceptable agreement will be reached.

FAT Brands Inc. furnished Cleansing Material after entering a confidentiality agreement with certain holders of notes issued by its special purpose, whole business securitization financing subsidiaries and Twin Hospitality Group Inc. The agreement allowed discussions about a potential refinancing, restructuring or similar transaction with those noteholders. No agreement has been reached.

The Cleansing Material is attached as Exhibit 99.1 and, along with the Item 7.01 disclosure, is being furnished rather than filed, meaning it is not subject to Section 18 liability or automatically incorporated into other filings.

FAT Brands Inc. called its 2025 Annual Meeting for December 23, 2025 at 10:00 a.m. PT in Beverly Hills. Stockholders will vote to elect 14 directors, approve on an advisory basis the compensation of named executive officers, and ratify Macias Gini & O’Connell, LLP as independent auditor for fiscal 2025.

Holders of record as of October 31, 2025 may vote. Voting power comprises 16,668,520 shares of Class A Common Stock (one vote per share) and 1,270,805 shares of Class B Common Stock (2,000 votes per share), voting together as a single class. The company is a NASDAQ “controlled company” due to majority voting power held by Fog Cutter Holdings LLC; eight of 14 directors are identified as independent, with a lead independent director in place. The Board recommends voting “FOR” all three proposals. Audit fees paid to MGO totaled $1,940 thousand in 2024 and $992 thousand in 2023. Governance disclosures note Andrew A. Wiederhorn’s re-appointment as President and CEO in September 2025 and adoption of a clawback policy consistent with exchange rules.

FAT Brands Inc.

The company disclosed “substantial doubt” about its ability to continue as a going concern after classifying the aggregate principal amount of its Securitization Notes as current, lifting the current portion of long‑term debt to $1,263,470,000. Cash used in operations was $54,672,000 year‑to‑date; unrestricted cash was $2,052,000 at quarter‑end.

During the quarter, trustees delivered multiple Notices of Potential Rapid Amortization Events and Events of Default under several securitizations. The filings state noteholders may accelerate amounts due and potentially foreclose on collateral if remedies are exercised. As of November 7, 2025, shares outstanding were 16,668,520 Class A and 1,270,805 Class B.