FAT Brands (FAT) debt accelerated as FB Resid notes come due, Twin stake pledged

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Acceleration of FB Resid Notes and immediate payment demand: UMB Bank has accelerated fixed rate secured notes with aggregate principal of $158.9 million ($110.0 million net of notes retained) and about $9.9 million of accrued interest, all now immediately due and payable.
• Stated risk of bankruptcy reorganization: The company warns that this acceleration or any foreclosure may materially and adversely affect FB Resid and FAT Brands and could cause FB Resid and/or the company and certain subsidiaries to seek to reorganize through a bankruptcy proceeding.

Insights

Credit and capital structure analyst

Debt acceleration and collateral control create significant credit stress for FAT Brands.

UMB Bank has accelerated the FB Resid Holdings I, LLC fixed rate secured notes, making the entire outstanding principal of $158.9 million (or $110.0 million net of notes retained) plus about $9.9 million of accrued interest immediately due. The company states that FB Resid does not have funds on hand to pay these amounts, and that this acceleration or any foreclosure may materially and adversely affect the business, financial condition and liquidity of FB Resid and FAT Brands.

The FB Resid Notes are secured by Monthly Management Fees and Residual Amounts from securitization affiliates and by 44,638,745 pledged Twin Hospitality Group Inc. Class A shares, representing about 22.5% of Twin Hospitality’s voting control. Under the Pledge and Security Agreement and Control Agreement, the Controlling Class Representative can direct UMB to take sole control of the securities account and issue entitlement orders to transfer or sell assets, and UMB may exercise voting control over the pledged shares during an Event of Default.

The company expressly notes that these developments could cause FB Resid and/or FAT Brands and certain subsidiaries to seek to reorganize through a bankruptcy proceeding. This language signals a materially elevated financial risk profile tied to the FB Resid structure, its pledged collateral, and the potential loss of voting control over a significant Twin Hospitality equity stake.

Corporate governance and disclosure specialist

Governance disclosure is routine, but the broader context is financially strained.

The company discloses that on November 25, 2025, director James Ellis resigned from the boards of FAT Brands Inc. and Twin Hospitality Group Inc., effective immediately. It states that Mr. Ellis resigned for personal reasons and not due to any disagreement with the company on operations, policies or practices, which is standard language aimed at clarifying that the departure is not described as a governance dispute.

Set against the concurrent disclosure of an Event of Default and acceleration of the FB Resid Notes, this board change occurs during a period of heightened financial pressure. However, based on the text provided, the company characterizes the resignation as personal and does not link it to the debt issues. Future company communications and filings would be needed to assess any longer-term impact on board composition or strategic oversight.

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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): November 25, 2025

FAT Brands Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38250		82-1302696
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9720 Wilshire Blvd., Suite 500 Beverly Hills, CA		90212
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 319-1850

Not Applicable

(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 (see General Instructions A.2. below):

☐	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
Class A Common Stock		FAT		The Nasdaq Stock Market LLC
Class B Common Stock		FATBB		The Nasdaq Stock Market LLC
Series B Cumulative Preferred Stock		FATBP		The Nasdaq Stock Market LLC

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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On November 25, 2025, FAT Brands Inc. (the “Company”) received a notice of acceleration (the “Acceleration Notice”) from UMB Bank, National Association (“UMB”), as trustee under the Base Indenture, dated July 10, 2023 (the “FB Resid Indenture”), by and between the Company’s subsidiary, FB Resid Holdings I, LLC (“FB Resid”) and UMB, relating to fixed rate secured notes issued by FB Resid (the “FB Resid Notes”). The Acceleration Notice stated that UMB, pursuant to Section 9.2 of the FB Resid Indenture, acting at the direction of the Controlling Class Representative under the FB Resid Indenture, (i) accelerates and declares the outstanding principal amount of the FB Resid Notes to be immediately due and payable, (ii) declares the accrued and unpaid interest thereon through the date of acceleration to be immediately due and payable, and (iii) declares all other amounts due to the Noteholders and the other Secured Parties under the Transaction Documents (as such terms are defined in the FB Resid Indenture) to be immediately due and payable. As previously disclosed, on November 3, 2025, UMB delivered to the Company a “Notice of Event of Default” with respect to the FB Resid Indenture, stating that an Event of Default had occurred pursuant to Section 9.2 of the FB Resid Indenture.

The aggregate principal amount outstanding under the FB Resid Notes is $158.9 million, or $110.0 million net of FB Resid Notes retained by the Company, and the aggregate amount of accrued and unpaid interest under the FB Resid Notes through the date of this report is approximately $9.9 million. FB Resid does not currently have amounts on hand to pay such principal and interest, and such acceleration or any subsequent foreclosure may materially and adversely affect the business, financial condition and liquidity of FB Resid, as well as that of the Company, and could cause FB Resid and/or the Company and/or certain of their respective subsidiaries to seek to reorganize through a bankruptcy proceeding.

The FB Resid Notes are secured by a security interest in the Monthly Management Fees and Residual Amounts (as such terms are defined in the FB Resid Indenture) payable to the Company by its existing securitization affiliates, FAT Brands Royalty I, LLC, FAT Brands GFG Royalty I, LLC and FAT Brands Fazoli’s Native I, LLC.

The FB Resid Notes are also secured by 44,638,745 shares of Class A Common Stock of Twin Hospitality Group Inc. (the “Pledged Shares”) owned by the Company and pledged to UMB as trustee under the FB Resid Indenture pursuant to the Pledge and Security Agreement (the “Pledge Agreement”) and Securities Account Control Agreement (the “Control Agreement”), each dated November 21, 2024. The Company previously deposited all of the Pledged Shares into a controlled account maintained by UMB and subject to the Control Agreement (the “Securities Account”).

Under the Control Agreement, the Controlling Class Representative under the FB Resid Indenture (currently 3|5|2 Capital ABS Master Fund LP) may deliver to UMB, as Securities Intermediary thereunder, a notice of sole control over the Securities Account, and thereafter deliver to UMB “entitlement orders” (as defined in Section 8-102(a)(8) of the Uniform Commercial Code) directing the transfer or sale of any financial asset in the Securities Account. Under the Pledge Agreement, the “Applicable Percentage” (a formula that is defined in the Pledge Agreement) of any (i) proceeds of the sale or other disposal of the Pledged Shares, (ii) dividend, distribution, rights, warrants or other consideration with respect to the Pledged Shares, and (iii) proceeds of any loan secured by the Pledged Shares, will be applied to repurchase first the Class A-2A Notes, and then the Class A-1A Notes, issued under the FB Resid Indenture at par plus any accrued and unpaid interest thereon and interest paid in kind.

Under the Pledge Agreement, upon the occurrence and during the continuance of an Event of Default pursuant to Sections 9.2(a) or 9.2(b) of the FB Resid Indenture, all rights of the Company to vote or give consent with respect to the Pledged Shares become vested in UMB, as trustee under the FB Resid Indenture and as Securities Intermediary under the Pledge Agreement and Control Agreement. Due to the current Event of Default, UMB may, acting at the direction of the Controlling Class Representative, be entitled to exercise voting control over the Pledged Shares and direct sales or other dispositions of the Pledged Shares. The Pledged Shares represent approximately 22.5% of the voting control of Twin Hospitality Group Inc.

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

On November 25, 2025, James Ellis notified the Company that he is resigning as a director of the Company and the Company’s subsidiary, Twin Hospitality Group Inc., effective immediately. Mr. Ellis informed the Company that the resignation is due to personal reasons and not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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.

Date: December 2, 2025

	FAT Brands Inc.
	By:	/s/ Kenneth J. Kuick
		Kenneth J. Kuick
		Chief Financial Officer

FAQ

What major event did FAT Brands Inc. (FAT) report regarding its debt?

FAT Brands Inc. reported that on November 25, 2025, UMB Bank, as trustee under the FB Resid Indenture, delivered a notice of acceleration for FB Resid Holdings I, LLC’s fixed rate secured notes. This declaration makes the outstanding principal, accrued interest, and all other amounts under the FB Resid Notes immediately due and payable.

How large is the accelerated FB Resid Notes obligation for FAT Brands?

The aggregate principal amount outstanding under the FB Resid Notes is $158.9 million, or $110.0 million net of FB Resid Notes retained by the company. The accrued and unpaid interest through the date of the report is approximately $9.9 million.

Does FAT Brands or FB Resid currently have funds to pay the accelerated FB Resid Notes?

The company states that FB Resid does not currently have amounts on hand to pay the principal and interest due under the accelerated FB Resid Notes. It further states that the acceleration or any foreclosure may materially and adversely affect the business, financial condition and liquidity of FB Resid and the company.

What collateral secures the FB Resid Notes for FAT Brands Inc. (FAT)?

The FB Resid Notes are secured by a security interest in the Monthly Management Fees and Residual Amounts payable to FAT Brands from its securitization affiliates FAT Brands Royalty I, LLC, FAT Brands GFG Royalty I, LLC and FAT Brands Fazoli’s Native I, LLC. They are also secured by 44,638,745 shares of Twin Hospitality Group Inc. Class A common stock pledged to UMB, representing about 22.5% of Twin Hospitality’s voting control.

How could the FB Resid Notes acceleration affect FAT Brands’ ownership and control of Twin Hospitality Group Inc.?

Under the Pledge Agreement and Control Agreement, upon an Event of Default, UMB, acting at the direction of the Controlling Class Representative, may assume voting rights over the pledged 44,638,745 Twin Hospitality Group Inc. Class A shares and direct their sale or other disposition. These pledged shares represent approximately 22.5% of Twin Hospitality’s voting control.

What did FAT Brands disclose about the risk of bankruptcy in connection with the FB Resid Notes?

FAT Brands states that the acceleration of the FB Resid Notes or any subsequent foreclosure may materially and adversely affect the business, financial condition and liquidity of FB Resid and the company, and could cause FB Resid and/or the company and/or certain of their subsidiaries to seek to reorganize through a bankruptcy proceeding.

Which director resigned from FAT Brands Inc., and why?

On November 25, 2025, James Ellis notified FAT Brands that he is resigning as a director of the company and of its subsidiary Twin Hospitality Group Inc., effective immediately. The company reports that he cited personal reasons and that the resignation is not due to any disagreement with the company on its operations, policies or practices.