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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): September 2, 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective
September 2, 2025, the Board of Directors of FAT Brands Inc. (the “Company”) appointed Andrew Wiederhorn as President and
Chief Executive Officer of the Company, a position that he previously held until May 2023. Ken Kuick and Taylor Wiederhorn, the previous
Co-Chief Executive Officers of the Company, will continue to serve as Chief Financial Officer and Chief Development Officer, respectively,
of the Company.
Andrew
Wiederhorn, age 59, is the founder and Chairman of the Company, and previously served as President and Chief Executive Officer of the
Company from its inception in March 2017 until May 2023. He has also served as Chairman of the Board of Twin Hospitality Group Inc. since
August 2025.
Since
May 2023, Mr. Wiederhorn has provided consulting services to the Company and was compensated under a Consulting Agreement, a copy
of which is included as an exhibit hereto and incorporated by reference herein. The Company expects to enter into a new employment
agreement with Mr. Wiederhorn in connection with his re-appointment as President and CEO, but will continue to compensate Mr. Wiederhorn
under the Consulting Agreement until the new employment agreement is completed and executed. Mr. Wiederhorn will no longer receive director
fees effective immediately, which are only payable to non-employee directors of the Company.
The
additional information relating to Mr. Wiederhorn required by Item 401(d) and Item 404(a) of Regulation S-K was included in the Company’s
Annual Report on Form 10-K filed on February 28, 2025 with the Securities and Exchange Commission under “Item 13. Certain Relationships
and Related Transactions, and Director Independence”, which disclosure is incorporated herein by this reference.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Consulting Agreement, dated July 19, 2023, by and among FAT Brands Inc., Fog Cutter Consulting Corp. and Andrew A. Wiederhorn, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 21, 2023. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
September 4, 2025
| |
FAT
Brands Inc. |
| |
|
|
| |
By:
|
/s/
Kenneth J. Kuick |
| |
|
Kenneth
J. Kuick |
| |
|
Chief
Financial Officer |
