[10-Q] Twin Hospitality Group Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Twin Hospitality Group Inc. reported third‑quarter results marked by operating losses and debt stress. Revenue was $82.3 million versus $83.7 million a year ago, and net loss widened to $24.5 million from $16.2 million as general and administrative expense rose on closures, impairments, and higher share‑based compensation.

The company disclosed substantial doubt about its ability to continue as a going concern. Following notices and a declared Event of Default under its Twin Securitization Notes, $400.3 million of long‑term debt was reclassified as current. Unrestricted cash was $5.5 million as of September 28, 2025, and cash used in operating activities was $20.5 million year‑to‑date.

Actions in the quarter included a $6.9 million impairment of lease right‑of‑use assets tied to Smokey Bones closures and $1.4 million of non‑cash property and equipment impairment. Shares outstanding were 54,455,856 Class A and 2,870,000 Class B as of November 10, 2025.

Positive

• None.

Negative

• Event of Default under Twin Securitization Notes; $400.3M of debt classified as current
• Going‑concern uncertainty with $5.5M unrestricted cash and $20.5M operating cash outflow year‑to‑date

Insights

Distressed credit analyst

Default and going‑concern warning elevate credit risk.

Twin Hospitality reported Q3 revenue of $82.3M and a net loss of $24.5M. The filing states an Event of Default under the Twin Securitization Notes and reclassifies $400.3M of debt as current, signaling near‑term liquidity pressure.

Management cites substantial doubt about continuing as a going concern. The company had $5.5M of unrestricted cash as of Sept 28, 2025 and used $20.5M in operating cash year‑to‑date. Impairments include $6.9M to lease ROU assets and $1.4M to fixed assets.

Potential remedies discussed include refinancing or restructuring with noteholders. Actual outcomes depend on agreements with creditors; timing is not specified in the excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2025

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-42395

Twin Hospitality Group Inc.

(Exact name of registrant as specified in its charter)

Delaware						99-1232362
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5151 Belt Line Road, Suite 1200

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(972) 941-3150

(Registrant’s telephone number, including area code)

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, par value $0.0001 per share

TWNP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			o			Accelerated filer			o
Non-accelerated filer			x			Smaller reporting company			x
Emerging growth company			x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x

As of November 10, 2025, there were 54,455,856 shares of Class A common stock and 2,870,000 shares of Class B common stock outstanding.

Table of Contents

TWIN HOSPITALITY GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

September 28, 2025

TABLE OF CONTENTS

PART I.			FINANCIAL INFORMATION			3
Item 1.			Condensed Consolidated Financial Statements (Unaudited)			3
			Condensed Consolidated Balance Sheets			3
			Condensed Consolidated Statements of Operations			5
			Condensed Consolidated Statements of Changes in Stockholders’ Deficit			6
			Condensed Consolidated Statements of Cash Flows			8
			Notes to Condensed Consolidated Financial Statements			9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			26
Item 4.			Controls and Procedures			26
PART II.			OTHER INFORMATION			26
Item 1.			Legal Proceedings			26
Item 1A.			Risk Factors			26
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 3.			Defaults Upon Senior Securities			27
Item 4.			Mine Safety Disclosures			28
Item 5.			Other Information			28
Item 6.			Exhibits			28
SIGNATURE						29

2

Table of Contents

PART I — FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TWIN HOSPITALITY GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			September 28, 2025						December 29, 2024
Assets									Audited
Current assets
Cash			$	5,478					$	9,370
Restricted cash			8,781						8,725
Accounts receivable, net			1,951						3,130
Other current assets			12,058						7,580
Total current assets			28,268						28,805
Non-current restricted cash			—						7,793
Operating lease right-of-use assets			137,158						143,628
Goodwill			117,185						117,185
Other intangible assets, net			164,591						166,751
Property and equipment, net			68,152						76,675
Other assets			1,416						1,609
Total assets			$	516,770					$	542,446
Liabilities and Stockholders’ Deficit
Liabilities
Current liabilities
Accounts payable			$	10,780					$	9,800
Accrued expenses and other liabilities			27,371						23,335
Deferred income, current portion			2,778						3,954
Operating lease liability, current portion			7,041						7,450
Long-term debt, current portion			400,266						10,691
Total current liabilities			448,236						55,230
Deferred income, net of current portion			4,426						4,808
Deferred income tax liabilities, net			445						2,738
Operating lease liability, net of current portion			147,987						146,700
Long-term debt, net of current portion			2,459						405,007
Due to affiliates			3,755						10,458
Other liabilities			1,589						2,114
Total liabilities			608,897						627,055
Commitments and contingencies (Note 13)
Stockholders’ deficit
Preferred stock: $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 28, 2025 and December 29, 2024			—						—

3

Table of Contents

Class A and Class B common stock and additional paid-in capital as of September 28, 2025: $0.0001 par value per share; 102,870,000 shares authorized (Class A 100,000,000, Class B 2,870,000); 66,725,856 shares issued (Class A 63,855,856, Class B 2,870,000); 57,325,856 outstanding (Class A 54,455,856, Class B 2,870,000); 9,400,000 Class A shares in treasury. Common stock and additional paid-in capital as of December 29, 2024: $0.0001 par value; 102,870,000 shares authorized (Class A 100,000,000, Class B 2,870,000); 5,000 shares issued and outstanding (Class A 5,000, Class B 0)			54,997						—
Accumulated deficit			(147,124)						(84,609)
Total stockholders’ deficit			(92,127)						(84,609)
Total liabilities and stockholders’ deficit			$	516,770					$	542,446

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

TWIN HOSPITALITY GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

			Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Revenue
Restaurant sales			$	74,358					$	75,599					$	232,386					$	242,594
Franchise revenue			7,958						8,066						24,881						24,726
Total revenue			82,316						83,665						257,267						267,320
Costs and expenses
Restaurant operating costs
Food and beverage costs			20,348						20,826						63,126						66,167
Labor and benefits costs			23,902						24,778						74,509						77,798
Other operating costs			17,005						16,761						51,021						50,073
Occupancy costs			5,983						6,639						18,651						19,872
Advertising expense			5,342						4,328						15,477						15,080
Pre-Opening expense			7						843						702						935
General and administrative expense			19,502						7,167						46,033						21,160
Depreciation and amortization			3,592						5,913						13,758						17,500
Total costs and expenses			95,681						87,255						283,277						268,585
Loss from operations			(13,365)						(3,590)						(26,010)						(1,265)
Other (expense) income, net
Interest expense			(12,093)						(12,617)						(34,371)						(35,029)
Other income, net			239						—						412						114
Total other expense, net			(11,854)						(12,617)						(33,959)						(34,915)
Loss before income tax provision			(25,219)						(16,207)						(59,969)						(36,180)
Income tax (benefit) provision			(738)						10						(2,592)						(10)
Net loss			(24,481)						(16,217)						(57,377)						(36,170)
Basic and diluted loss per common share			$	(0.43)					$	(0.32)					$	(1.08)					$	(0.72)
Basic and diluted weighted average shares outstanding			57,325,856						50,168,271						53,217,793						50,168,271

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

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TWIN HOSPITALITY GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(in thousands)

For the Thirty-Nine Weeks Ended September 28, 2025

			Common Stock
			Class A Shares						Class B Shares						Class A Par Value						Class B Par Value						Additional Paid-In  Capital						Total Common  Stock						Accumulated Deficit						Total
Balance at December 29, 2024			5,000						—						$	—					$	—					$	—					$	—					$	(84,609)					$	(84,609)
Net loss			—						—						—						—						—						—						(57,377)						(57,377)
Exchange of Common Stock by FAT Brands Inc.			47,293,271						2,870,000						5						—						(5)						—						—						—
Contribution from (distribution to) FAT Brands Inc.			7,139,667						—						—						—						31,205						31,205						(5,138)						26,067
Shares issued for advisory services			17,918						—						—						—						250						250						—						250
Issuance of warrants			—						—						—						—						7,631						7,631						—						7,631
Share-based compensation			—						—						—						—						15,911						15,911						—						15,911
Balance at September 28, 2025			54,455,856						2,870,000						$	5					$	—					$	54,992					$	54,997					$	(147,124)					$	(92,127)

For the Thirty-Nine Weeks Ended September 29, 2024

			Common Stock
			Class A Shares						Class B Shares						Class A Par Value						Class B Par Value						Additional Paid-In Capital						Total Common  Stock						Accumulated Deficit						Total
Balance at December 31, 2023			5,000						—						$	—					$	—					$	19,916					$	19,916					$	(35,427)					$	(15,511)
Net loss			—						—						—						—						—						—						(36,170)						(36,170)
Distribution to FAT Brands Inc., net			—						—						—						—						(19,461)						(19,461)						(24,952)						(44,413)
Share-based compensation			—						—						—						—						211						211						—						211
Balance at September 29, 2024			5,000						—						$	—					$	—					$	666					$	666					$	(96,549)					$	(95,883)

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For the Thirteen Weeks Ended September 28, 2025

			Common Stock
			Class A Shares						Class B Shares						Class A Par Value						Class B Par Value						Additional Paid-In  Capital						Total Common  Stock						Accumulated Deficit						Total
Balance at June 29, 2025			54,455,856						2,870,000						$	5					$	—					$	44,002					$	44,007					$	(122,643)					$	(78,636)
Net loss			—						—						—						—						—						—						(24,481)						(24,481)
Issuance of warrants			—						—						—						—						7,631						7,631						—						7,631
Share-based compensation			—						—						—						—						3,359						3,359						—						3,359
Balance at September 28, 2025			54,455,856						2,870,000						$	5					$	—					$	54,992					$	54,997					$	(147,124)					$	(92,127)

For the Thirteen Weeks Ended September 29, 2024

			Common Stock
			Class A Shares						Class B Shares						Class A Par Value						Class B Par Value						Additional Paid-In Capital						Total Common  Stock						Accumulated Deficit						Total
Balance at June 30, 2024			5,000						—						$	—					$	—					$	666					$	666					$	(80,332)					$	(79,666)
Net loss			—						—						—						—						—						—						(16,217)						(16,217)
Contribution from FAT Brands Inc., net			—						—						—						—						—						—						—						—
Share-based compensation			—						—						—						—						—						—						—						—
Balance at September 29, 2024			5,000						—						$	—					$	—					$	666					$	666					$	(96,549)					$	(95,883)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TWIN HOSPITALITY GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Thirty-Nine Weeks Ended September 28, 2025 and September 29, 2024

			2025						2024
Cash flows from operating activities:
Net loss			$	(57,377)					$	(36,170)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization			13,601						17,482
Share-based compensation			15,911						211
Impairment of property and equipment			1,407						—
Impairment of right-of-use assets			6,878						—
Operating lease assets and liabilities			(945)						2,150
Deferred income taxes			(2,293)						—
Accretion of loan fees and interest			4,357						9,191
Change in:
Accounts receivable			1,179						489
Other current assets			(3,378)						(2,041)
Other non-current assets			193						54
Accounts payable			980						(530)
Accrued expenses and other liabilities			1,114						1,450
Deferred income			(1,558)						(212)
Other current and non-current liabilities			(525)						297
Total adjustments			36,921						28,541
Net cash used in operating activities			(20,456)						(7,629)
Cash flows from investing activities:
Proceeds from sale of property and equipment			4,431						—
Purchases of property and equipment			(7,341)						(20,306)
Net cash used in investing activities			(2,910)						(20,306)
Cash flows from financing activities:
Proceeds from borrowings, net of issuance costs			4,000						7,902
Repayments of borrowings			(11,627)						(7,149)
Financing proceeds from affiliates			19,364						32,604
Net cash provided by financing activities			11,737						33,357
Net increase (decrease) in cash and restricted cash			(11,629)						5,422
Cash and restricted cash at beginning of the period			25,888						24,145
Cash and restricted cash at end of the period			$	14,259					$	29,567
Supplemental disclosures of cash flow information:
Cash paid for interest			$	27,130					$	25,483
Supplemental disclosure of non-cash financing and investing activities:
Issuance and distribution of long-term debt to FAT Brands Inc.			$	—					$	44,404
Exchange of Class A Common Shares for amounts due to FAT Brands Inc.			$	31,205					$	—
Distribution to FAT Brands Inc.			$	(5,138)					$	—
Issuance of warrants			$	7,631					$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND RELATIONSHIPS

Organization and Nature of Business

Twin Hospitality Group Inc. (the “Company”) is a leading franchisor and operator of two specialty casual dining restaurant concepts: Twin Peaks and Smokey Bones. As of September 28, 2025, our total restaurant footprint consisted of 159 restaurants, of which 72 are domestic franchised Twin Peaks restaurants operated by our franchisee partners, seven are international franchised Twin Peaks restaurants operated by a franchisee partner in Mexico, 35 are domestic company-owned Twin Peaks restaurants and 45 are domestic company-owned Smokey Bones restaurants.

The Company licenses the right to use the Twin Peaks brand name and provides franchisees with operating procedures and methods of merchandising. Upon signing a franchise agreement, the Company is committed to provide training, some supervision and assistance, and access to operations manuals. As needed, the Company will also provide advice and written materials concerning techniques of managing and operating the restaurants.

We operate as one operating segment and our chief operating decision maker reviews operating results and performance for all company-owned and franchised locations together. Our revenues are derived from franchised Twin Peaks restaurants (comprised of royalties, franchise fees and advertising revenue) as well as sales of food and beverages at our Company-owned restaurant locations.

Going Concern

The Company recognized loss from operations of $26.0 million and $1.3 million during the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The Company had negative cash flow from operations of $20.5 million and $7.6 million during the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The Company has a history of net losses and an accumulated deficit of $147.1 million as of September 28, 2025. Additionally, the Company had negative working capital of $420.0 million. As of September 28, 2025, the Company had $5.5 million of unrestricted cash.

As discussed in Note 8, as of the date of the filing of this Quarterly Report on Form 10-Q, the Company was in default under its Securitization Notes. As a result, the noteholders could remove the Company as manager of the Twin Securitization Notes, cause the outstanding principal and interest under any or all of the Twin Securitization Notes to be due and payable on an accelerated basis, and could allow the noteholders to foreclose on the collateral securing the Twin Securitization Notes. As a result, the Company has classified the aggregate principal amount of its Twin Securitization Notes within current liabilities in its condensed consolidated balance sheet as of September 28, 2025.

The Company does not currently have amounts on hand to pay such principal and maturity amounts, and any such acceleration or foreclosure would materially and adversely affect the Company’s business, financial condition and liquidity, and could cause the Company to seek to reorganize through a bankruptcy proceeding.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. While the Company believes its plans to restructure its indebtedness or obtain relief from the noteholders can alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, these plans are not within the Company’s control and cannot be assessed as being probable of occurring. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation – The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our revenues are derived primarily from two sales channels, franchised restaurants and company-owned locations, which we operate as one reportable segment.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information

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and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2024 Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 28, 2025.

Nature of operations – The Company operates on a 52-week calendar and its fiscal year ends on the last Sunday of the calendar year. Consistent with industry practice, the Company measures its stores’ performance based upon 7-day work weeks. Using the 52-week cycle ensures consistent weekly reporting for operations and ensures that each week has the same days since certain days are more profitable than others. The use of this fiscal year means a 53rd week is added to the fiscal year every five or six years. In a 52-week year, all four quarters are comprised of 13 weeks. In a 53-week year, one extra week is added to the fourth quarter.

Use of estimates in the preparation of the condensed consolidated financial statements – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability of goodwill and other intangible assets and allowances for uncollectible accounts receivable. Estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration Risk - 45% of the Company's franchise revenue is derived from three franchisees.

Restricted Cash - The Company has restricted cash consisting of funds required to be held in trust in connection with its securitized debt. The current portion of restricted cash was $8.8 million as of September 28, 2025.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement —Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued update 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The amendments require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting within annual reporting periods beginning after December 15, 2027. The update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

The amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments also require that all entities disclose on an annual basis the income taxes paid disaggregated by jurisdiction. The amendments eliminate the requirement for all entities to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot be made. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company plans to adopt the standard when it becomes effective beginning in its fiscal year 2025 annual financial statements. The Company expects that the adoption of this standard will impact certain of its income tax disclosures.

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NOTE 3. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following (in millions):

			September 28, 2025						December 29, 2024
Real estate			$	—					$	1.7
Buildings and leasehold improvements			68.2						66.3
Furniture, fixtures and equipment			37.5						37.8
Construction in process			4.3						6.7
Total property and equipment, gross			110.0						112.5
Less: accumulated depreciation			(41.9)						(35.8)
Total property and equipment, net			$	68.2					$	76.7

Depreciation expense during the thirteen weeks ended September 28, 2025 and September 29, 2024 was $2.4 million and $4.6 million, respectively. Depreciation expense during the thirty-nine weeks ended September 28, 2025 and September 29, 2024 was $10.1 million and $13.8 million, respectively.

The Company recognized non-cash impairment of $1.4 million during the thirteen and thirty-nine weeks ended September 28, 2025. The impairment expense is included in General and administrative expense on the Consolidated Statement of Operations.

NOTE 4. REVENUE FROM CONTRACTS WITH CUSTOMERS

As part of its ongoing franchising efforts, the Company may, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations or acquire existing franchise locations to resell to another franchisee across all of its brands. The following table summarizes contract liabilities related to the franchise fees as of September 28, 2025 and September 29, 2024 (in thousands).

			Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Franchise fees liability at the beginning of the period			$	4,722					$	5,018					$	5,025					$	4,582
Revenue recognized			(69)						(60)						(308)						(173)
Franchise fees received (returned) during the period			—						—						(64)						549
Franchise fees liability at the end of the period			$	4,653					$	4,958					$	4,653					$	4,958

The following table presents disaggregated revenue by the method of recognition (in thousands):

			Thirteen Weeks Ended												Thirty-Nine Weeks Ended
			September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Revenue recognized over time
Franchise fees			$	69					$	60					$	308					$	173
Revenue recognized at a point in time
Royalties			$	4,796					$	5,042					$	15,073					$	15,135
Advertising fees			2,398						2,495						7,536						7,541
Restaurant sales			74,358						75,599						232,386						242,594
Management fees and other income			695						469						1,964						1,877
Total			$	82,247					$	83,605					$	256,959					$	267,147

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NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Changes in Carrying Value of Goodwill and Other Intangible Assets (in millions)

			Amortizing Intangible Assets						Non-Amortizing Intangible Assets
									Goodwill						Trademarks
December 29, 2024			$	30.0					$	117.2					$	136.8
Amortization			(2.2)						—						—
September 28, 2025			$	27.8					$	117.2					$	136.8

Gross Carrying Value and Accumulated Amortization of Other Intangible Assets (in millions)

			September 28, 2025																					December 29, 2024
						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Amortizing intangible assets
Franchise agreements						$	28.2					$	(8.1)					$	20.1					$	28.2					$	(6.5)					$	21.7
Trademarks						8.8						(1.7)						7.1						8.8						(1.2)						7.6
Other						0.9						(0.3)						0.6						0.9						(0.2)						0.7
						$	37.9					$	(10.1)					$	27.8					$	37.9					$	(7.9)					$	30.0

Other intangible assets consist primarily of trademarks and franchise agreements that were classified as intangible assets at the time of the brands' acquisition. Franchise agreements are amortized over the useful life of the asset. Certain trademarks are considered to have an indefinite useful life and are not amortized.

Amortization expense for the thirteen weeks ended September 28, 2025 and September 29, 2024 was $0.7 million. Amortization expense for the thirty-nine weeks ended September 28, 2025 and September 29, 2024 was $2.2 million.

The expected future amortization of definite-life intangible assets by fiscal year (in millions):

Fiscal Year:
Remainder of 2025			$	0.7
2026			2.9
2027			2.9
2028			2.9
2029			2.9
Thereafter			15.5
Total			$	27.8

NOTE 6. ACCRUED EXPENSES

Accrued expenses consist of the following (in millions):

			September 28, 2025						December 29, 2024
Accrued interest			$	6.5					3.7
Payroll and payroll related			6.7						5.9
Sales and beverage taxes payable			1.8						2.1
Property taxes payable			2.8						3.2
Other accrued expenses			9.6						8.4
Total			$	27.4					$	23.3

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NOTE 7. LEASES

Operating Leases

As of September 28, 2025 and December 29, 2024, the Company had 98 operating leases for corporate offices and for certain owned restaurant properties, respectively. The leases have remaining terms ranging from 0.3 years to 22.4 years. The Company recognized lease expense of $5.4 million and $5.3 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. The Company recognized lease expense of $15.5 million and $16.0 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024. The weighted average remaining lease term of the operating leases as of September 28, 2025 was 10.9 years.

Operating lease right-of-use assets and operating lease liabilities are as follows (in millions):

			September 28, 2025						December 29, 2024
Operating lease right-of-use assets			$	137.2					$	141.9
Operating lease liabilities			$	155.0					$	152.5

The operating lease right-of-use assets and operating lease liabilities include obligations relating to the optional term extensions available on certain restaurant leases based on management’s intention to exercise the options. The weighted average discount rate used to calculate the carrying value of the right-of-use assets and lease liabilities was 9.02% which is based on the Company’s incremental borrowing rate at the time the lease is acquired.

During the thirteen and thirty-nine weeks ended September 28, 2025, we recognized a $6.9 million impairment of lease right-of-use assets related to the closure of certain Smokey Bones locations.

The contractual future maturities of the Company’s operating lease liabilities as of September 28, 2025, including anticipated lease extensions, are as follows (in millions):

Fiscal year:
Remainder of 2025			$	8.1
2026			20.1
2027			19.9
2028			17.9
2029			17.9
Thereafter			216.1
Total lease payments			300.0
Less: imputed interest			145.0
Total			$	155.0

Supplemental cash flow information for the thirty-nine weeks ended September 28, 2025 and September 29, 2024 related to leases is as follows (in millions):

			Thirty-Nine Weeks Ended
			September 28, 2025						September 29, 2024
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases			$	15.4					$	15.0
Operating lease right-of-use assets obtained in exchange for new lease obligations:
Operating lease liabilities			$	16.5					$	—

Financing Leases

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On December 1, 2023, the Company executed a financing lease for restaurant equipment for two newly constructed corporate restaurants.

Financing lease right-of-use assets and financing lease liabilities as of September 28, 2025 and December 29, 2024 were as follows (in millions):

			September 28, 2025						December 29, 2024
Financing lease right-of-use assets			$	0.3					$	2.2
Financing lease liabilities			0.7						2.0

The weighted average discount rate used to calculate the carrying value of the right-of-use assets and lease liabilities was 8.3%, which is based on the Company’s incremental borrowing rate at the time the lease is acquired.

The contractual future maturities of the Company’s financing lease liabilities as of September 28, 2025 including anticipated lease extensions are as follows (in millions):

Fiscal year:
Remainder of 2025			$	0.7
Less imputed interest			—
Total			$	0.7

Supplemental cash flow information for the thirty-nine weeks ended September 28, 2025 and September 29, 2024 related to leases is as follows (in millions):

			Thirty-Nine Weeks Ended
			September 28, 2025						September 29, 2024
Cash paid for amounts included in the measurement of financing lease liabilities:
Operating cash flows from financing leases			$	1.1					$	1.1

Restaurant Properties Sale Leaseback

In the first quarter of 2025, we completed the sale leaseback of one newly constructed restaurant property. The restaurant property was sold at the construction cost resulting in proceeds of $4.4 million with no gain or loss. The initial term of the lease is 20 years and is accounted for as an operating lease.

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NOTE 8. DEBT

Long-term debt consisted of the following (in millions):

																								September 28, 2025												December 29, 2024
						Final Maturity						Anticipated Repayment Date						Rate						Face Value						Book Value						Face Value						Book Value
Twin Securitization Notes
Super Senior Debt						10/26/2054						10/25/2027						9.00%						$	12.0					$	11.6					$	12.1					$	12.0
Senior Debt						10/26/2054						10/25/2027						9.00%						265.6						258.4						269.3						265.5
Senior Subordinated Debt						10/26/2054						10/25/2027						10.00%						57.0						53.2						57.6						53.7
Subordinated Debt						10/26/2054						10/25/2027						11.00%						77.7						75.8						77.7						76.6
Total Securitized Debt																								412.3						399.0						416.7						407.8
Equipment Notes						5/5/2027 to 7/31/2028						N/A						7.99%-11.50%						3.8						3.8						4.7						4.7
Construction Loan IV						10/1/2025						N/A						12.50		%				—						—						3.2						3.2
Total debt																								$	416.1					402.8						$	424.6					415.7
Current portion of long-term debt																														(400.3)												(10.7)
Long-term debt																														$	2.5											$	405.0

Twin Securitization Notes

Our long-term debt includes an aggregate of $412.3 million in aggregate principal amount in fixed rate secured notes (the "Twin Securitization Notes") issued by our special purpose financing subsidiary, Twin Hospitality I, LLC ("Twin Royalty"). During the fiscal quarter ended September 28, 2025, we received notices with respect to potential and actual Rapid Amortization Events, Manager Termination Events and Events of Default as described below. In addition to the Rapid Amortization Events, Manager Termination Events and Events of Default described below, due to liquidity constraints, the Company utilized certain cash receipts to support operation of the business during the fiscal quarter ended September 28, 2025, which would likely give rise to Events of Default and/or Manager Termination Events. These include commingling cash receipts owed to Twin Royalty and cash of non-securitization entities and causing amounts owed to Twin Royalty to be deposited into accounts not held by Twin Royalty or the Trustee, as required by the Twin Indenture. As a result of the foregoing matters, subject to notice from the applicable parties under the applicable indentures being provided (as further described below), the Company may be removed as the Manager of Twin Royalty, the Twin Securitization Notes could be subject to acceleration and the assets of Twin Royalty subject to foreclosure at any time. As a result, the Company has classified the aggregate principal amount of its Twin Securitization Notes within current liabilities in its condensed consolidated balance sheet as of September 28, 2025.

The Company is having ongoing discussions with the representatives of the noteholders regarding one or more potential transactions involving a refinancing, restructuring or similar transaction. The Company cannot provide any assurances that it will reach such an agreement on terms that are satisfactory to it and the noteholders promptly, or at all. If the Company is not able to agree upon the terms of a refinancing, restructuring or similar transaction with the noteholders, the noteholders could remove the Company as manager of Twin Royalty, cause the outstanding principal and interest under any or all of the Twin Securitization Notes to be due and payable on an accelerated basis, and could allow the noteholders to foreclose on the collateral securing the Twin Securitization Notes. The Company does not currently have amounts on hand to pay such principal

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and maturity amounts, and any such acceleration or foreclosure would materially and adversely affect the Company's business, financial condition, and liquidity, and could cause the Company to seek to reorganize through a bankruptcy proceeding.

As further described below, to date, the required parties have not provided such notices. Capitalized terms used in the following discussion are defined in the Base Indenture for Twin Royalty, which is filed as an exhibit to our most recent Annual Report on Form 10-K for the fiscal year ended December 29, 2024, filed on February 28, 2025.

Notice from Noteholders and Discussions

On August 22, 2025, Twin Royalty received a notice from counsel (the "August Letter") on behalf of a group of noteholders holding a majority of the outstanding principal balance of the Twin Securitization Notes (the “Majority Noteholders”) claiming that the payment of customary bonuses to the Company's management, in the aggregate amount of approximately $2.2 million for their performance during fiscal year 2024, was paid from funds that should have been deposited into a collection account under the Twin Indenture. The Majority Noteholders claim in the August Letter that such payment is a breach of certain provisions of the applicable Management Agreement, which they claim triggers a “Manager Termination Event” that gives the holders of the Twin Securitization Notes the right to remove the Company as the manager of Twin Royalty.

The notice from the Twin Majority Noteholders further claims that (i) a Level I Qualified Equity Offering Trigger Event occurred in April 2025 and July 2025, and (ii) the P&I DSCR was less than 1.35x for the quarterly fiscal period ended June 2025, resulting in the commencement of a Cash Flow Sweeping Event, pursuant to which 50% and 100% of collections, respectively, were required to be used to amortize the Twin Securitization Notes. According to the Twin Majority Noteholders, the failure to pay principal under the Cash Flow Sweeping Event constituted an Event of Default pursuant to Section 9.2(b) of the Base Indenture. The notice from the Twin Majority Noteholders also claims that the failure to deliver a timely notice of the above events to the Trustee under the Twin Indenture constitutes a separate Event of Default under the Twin Indenture.

In addition, the August Letter was also on behalf of a group of noteholders holding a majority of the outstanding principal balance of notes (the “FAT Securitization Notes”) issued by three unrelated special purpose financing subsidiaries owned by our parent company, FAT Brands Inc. (the “FAT Issuers”), alleging that collections belonging to the FAT Issuers were commingled with the funds of non-securitization entities at an account sitting outside of the FAT Issuers. The noteholders allege that such actions resulted in covenant violations under the applicable indentures for the FAT Securitization Notes.

Notice from Trustee / Other Defaults

Under the Base Indenture, dated November 21, 2024 (the “Twin Indenture”), between Twin Royalty and the Trustee, upon each Qualified Equity Offering, which is defined as a public or private offering of common equity securities for cash by the Company, the Company is required, subject to certain limited exceptions, to use 75% of the net proceeds from such offerings towards the repayment of the Twin Securitization Notes, until an aggregate of $75.0 million has been repaid in that manner. If the amount of net proceeds from Qualified Equity Offerings used for repayment of the Twin Securitization Notes is not at least $25.0 million on or prior to each of April 25, 2025, July 25, 2025 and October 27, 2025, or is not at least $75.0 million on or prior to January 26, 2026, then under any such circumstance, a Cash Flow Sweeping Event would occur, whereupon certain excess cash flows from Twin Royalty’s operations will be used to make additional principal payments, on a pro rata basis, on the three most senior classes of the Twin Securitization Notes. The Company did not satisfy the requirement to raise a Qualified Equity Offering and repay the Twin Securitization Notes in an amount equal to at least $25.0 million on each of April 25, 2025 and July 25, 2025, and as such, a “Level I Qualified Equity Offering Trigger Event” and “Cash Flow Sweeping Event” under the Twin Securitization Notes have occurred.

Separately, on October 23, 2025, the Trustee provided a “Notice of Potential Rapid Amortization Event” with respect to the Twin Indenture. Such Notice stated that pursuant to Section 5.9(b)(iv) of the Twin Indenture, on the last business day of each month preceding a Monthly Allocation Date, the Manager is required to withdraw all Retained Collections with respect to the preceding Monthly Collection Period on deposit in the Concentration Account and deposit the same to the Collection Account. Pursuant to Section 6.1(a)(i) of the Management Agreement, failure to do so constitutes a Manager Termination Event, the assertion of which may be made by a Securitization Entity, the Back-Up Manager, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party). In addition, pursuant to Section 9.1(b) of the Twin Indenture, the occurrence of a Manager Termination Event constitutes a Rapid Amortization Event to be declared by a written notice from the Control Party. The Trustee stated that it did not receive the Retained Collections in the Collection Account for the Monthly Allocation Date under the Twin Indenture occurring on October 10, 2025, and therefore a Potential Rapid Amortization Event has occurred and is continuing under the Twin Indenture.

To date, none of the Trustee, Control Party or the Controlling Class Representative has delivered a notice declaring that a Manager Termination Event has occurred under the Twin Indenture or a Termination Notice seeking to remove the Company as

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Manager. However, as noted above, we have taken actions during the fiscal quarter ended September 28, 2025 that would likely give rise to Events of Default and Manager Termination Events and could be removed as Manager of Twin Royalty at any time.

On October 30, 2025 and following receipt of notice from us regarding such events, the Trustee provided a “Notice of Event of Default” with respect to the Twin Indenture, stating that due to the events described in the Notice of Potential Rapid Amortization Event described above, the Trustee was unable to make payments due to the noteholders from the Collection Account as of the Quarterly Payment Date of October 27, 2025, and that such occurrence constituted an Event of Default pursuant to Section 9.2 of the Twin Indenture. As a result of such Event of Default, the Trustee, at the direction of the Control Party (acting at the direction of the Controlling Class Representative) may accelerate all amounts with respect to the Twin Notes and exercise remedies (including foreclosure) with respect to the assets of Twin Royalty and any Guarantors.

Issuance of Warrants

In connection with the Spin-Off, during the third quarter of 2025, the Company issued to certain holders of the Twin Securitization Notes warrants exercisable for 1,560,782 shares of our Class A Common Stock that become exercisable during the period commencing on October 25, 2025 and ending on the five-year anniversary of the date of issuance at an exercise price of $0.01 per share. The value of the warrants at issuance was $7.6 million, which was recorded as an original issue discount related to the Twin Securitization Notes and will be amortized to interest expense.

Construction Loan Agreement (Twin Peaks)

On September 20, 2024, an indirect subsidiary of the Company entered into a loan agreement to borrow $3.2 million with an initial maturity of October 1, 2025, bearing interest at 12.5% per annum and is secured by land and building of a new corporate restaurant. The construction loan was paid in full during the first quarter of 2025.

Scheduled Principal Maturities

Scheduled principal maturities of long-term debt for the next five fiscal years are as follows (in millions):

						Fiscal Year						Long-Term Debt
						Remainder of 2025						$	412.6
						2026						1.4
						2027						1.5
						2028						0.6
						2029						—

NOTE 9. INCOME TAXES

The following table presents the Company’s provision for income taxes (in millions):

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Provision (benefit) for income taxes						$	(0.7)					$	—					$	(2.6)					$	—
Effective tax rate						2.9		%				(0.1)		%				4.3		%				—		%

The difference between the statutory tax rate of 21% and the effective tax rates of 2.9% and (0.1)% in the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, was primarily due to increases in the valuation allowance, nondeductible expenses and the impact of state income taxes.

The difference between the statutory tax rate of 21% and the effective tax rates of 4.3% and 0.0% in the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively, was primarily due to increases in the valuation allowance, nondeductible expenses and the impact of state income taxes.

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NOTE 10. SHARE-BASED COMPENSATION

Effective January 15, 2025, the Company adopted the Twin Hospitality Group Inc. 2025 Incentive Compensation Plan (the “Incentive Compensation Plan”). The Incentive Compensation Plan is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, Twin Hospitality Group Inc. and its subsidiaries. The Incentive Compensation Plan provides a maximum of 1.0 million shares available for grant. During the thirteen and thirty-nine weeks ended September 28, 2025, under the Incentive Compensation Plan, the Company granted 50,000 and 140,000 stock options, respectively, with a grant date fair value of $0.1 million and $0.4 million, respectfully, and 0.1 million and 0.3 million restricted stock units ("RSUs"), respectively, with a grant date value of $0.2 million and $1.7 million. As of September 28, 2025, there were 140,000 shares of stock options outstanding with a weighted average exercise price of $4.45.

Effective January 15, 2025, the Company adopted the Twin Hospitality Group Inc. Management Equity Plan (the "Management Equity Plan"). The Management Equity Plan is an incentive compensation plan to assist the Company in motivating, retaining and rewarding high-quality executives and other key service providers to the Company in connection with the Spin-Off of the Company from FAT Brands Inc. as standalone publicly-traded company. The Management Equity Plan is intended to provide one-time restricted stock unit ("RSU") grants to select executives and key service providers to align their interests with the interests of the Company's stockholders. The Management Equity Plan provides a maximum of 4.7 million RSUs available for grant. During the thirteen and thirty-nine weeks ended September 28, 2025, under the Management Equity Plan, the Company granted a total, net of forfeitures, of 0.1 million and 4.0 million RSUs with a grant date value, net of forfeitures, of $0.3 million and $22.3 million.

The Company recognized share-based compensation expense in the amount of $3.4 million and $15.9 million, respectively, during the thirteen and thirty-nine weeks ended September 28, 2025. The Company recognized share-based compensation expense in the amount $0.2 million during the thirteen and thirty-nine weeks ended September 29, 2024.

NOTE 11. COMMON STOCK

On January 29, 2025, FAT Brands Inc. completed the legal and structural separation of our Company from FAT Brands (the “Spin-Off”). In the Spin-Off, FAT Brands distributed on a pro rata basis to the FAT Brands Common Stockholders 2,659,412 outstanding shares of our Class A Common Stock with FAT Brands retaining the remaining 44,638,859 outstanding shares of our Class A Common Stock and 100% of the 2,870,000 outstanding shares of our Class B Common Stock. Following the Spin-Off, we are an independent publicly traded reporting company.

In connection with Spin-Off, during the third quarter of 2025, the Company issued to certain holders of the Twin Securitization Notes warrants exercisable for 1,560,782 shares of our Class A Common Stock that become exercisable during the period commencing on October 25, 2025 and ending on the five-year anniversary of the date of issuance at an exercise price of $0.01 per share. The value of the warrants at issuance was $7.6 million, which was recorded as an original issue discount related to the Twin Securitization Notes and will be amortized to interest expense.

On June 4, 2025 (the "Effective Date"), the Company entered into an Exchange Agreement with FAT Brands pursuant to which FAT Brands exchanged liabilities due to it by the Company and its subsidiaries for additional shares of the Company's Class A Common Stock at market value. In the transaction, the Company cancelled liabilities recorded as due to affiliates in its consolidated financial statements with a principal balance of $31.2 million and issued to FAT Brands 7,139,667 shares of Class A Common Stock at $4.37 per share, which was the greater of (i) the Nasdaq Official Closing Price of the Common Stock on the date immediately preceding the Effective Date and (ii) the average Nasdaq Official Closing Price of the Common Stock for the five trading days immediately preceding the Effective Date.

On May 28, 2025, the Company issued 9.4 million shares of its Class A Common Stock and as of September 28, 2025 holds these shares in treasury.

NOTE 12. RELATED PARTY TRANSACTIONS

We may engage in transactions with other companies, owned or controlled by affiliates of FAT Brands Inc. in the normal course of business.

The Due to Affiliates represent the payable as of the end of the reporting period of advances (for capital expenditures or other working capital needs) received from FAT Brands Inc. or its affiliates and are settled in accordance with the legal and

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contractual restrictions governing transactions by and among the Parent's consolidated entities. The outstanding balance at September 28, 2025 and December 29, 2024 was $3.8 million and $10.5 million due to affiliates, respectively.

On June 4, 2025, the Company entered into an Exchange Agreement with FAT Brands pursuant to which FAT Brands exchanged liabilities due to it by the Company and its subsidiaries for additional shares of the Company's Class A Common Stock at market value. See Note 11, Common Stock.

NOTE 13. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is periodically involved in various claims and litigation in the normal course of business. While the Company estimates its exposure for these claims and establishes reserves for the estimated probable liabilities, the actual liabilities could be in excess of these reserves. The Company believes that the result of any potential claims will not have a material adverse effect on the Company’s financial condition.

In May 2024, FAT Brands Inc. (“FAT Brands” or the “Parent”) was informed that it was indicted by the U.S. Department of Justice (the “DOJ”) on two violations of Section 402 of the Sarbanes-Oxley Act for directly and indirectly extending and/or arranging for the extension of credit in 2019 and 2020 to its former CEO Andrew Wiederhorn in the amount of $2.65 million. The indictment included charges against Mr. Wiederhorn, FAT Brands’ former CFO, Rebecca Hershinger, and FAT Brands’ former tax advisor. On July 29, 2025, the DOJ moved to dismiss the indictment against all defendants in the case without prejudice, and on August 7, 2025, the court ordered the indictment to be dismissed against all defendants.

In May 2024, the SEC filed a complaint against FAT Brands, claiming violations of Section 17(a)(2) of the Securities Act of 1933; Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), 13(k), and 14(a) of the Securities Exchange Act of 1934; and Rules 10b-5(b), 12b-20, 13a-1, 13a-13, 14a-3, and 14a-9 thereunder. The SEC’s claims pertain principally to allegations that, for fiscal periods covering 2017 through 2020, FAT Brands failed to disclose certain related party transactions, failed to disclose the salaries of Mr. Wiederhorn’s adult children working at FAT Brands, failed to maintain proper books and records and internal accounting controls, made false or misleading statements regarding its liquidity and use of proceeds from certain transactions, and directly or indirectly extended credit to Mr. Wiederhorn in the form of a personal loan. The SEC’s complaint also names Mr. Wiederhorn, Ms. Hershinger, and FAT Brands’ SVP of Finance, Ron Roe, as defendants. The SEC is seeking injunctive relief, disgorgement, and civil monetary penalties. The Parent intends to vigorously defend against the SEC complaint, which does not directly involve or allege any wrongdoing on the part of the Company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations, financial condition, and liquidity and capital resources should be read in conjunction with our financial statements and related notes for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024, as applicable. Certain statements made or incorporated by reference in this report and our other filings with the SEC, in our press releases, and in statements made by or with the approval of authorized personnel constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are subject to the safe harbor created thereby. Forward-looking statements reflect intent, belief, current expectations, estimates or projections about, among other things, our industry, management’s beliefs, and future events and financial trends affecting us. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “will”, and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Although we believe the expectations reflected in any forward-looking statements are reasonable, such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. These differences can arise as a result of the risks described in the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K filed on February 28, 2025“ and elsewhere in this report, as well as other factors that may affect our business, results of operations, or financial condition. Forward-looking statements in this report speak only as of the date hereof, and forward-looking statements in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot assure you that the forward-looking statements contained in this report will, in fact, transpire.

Executive Overview

Business overview

Twin Hospitality Group Inc. is a franchisor and operator of two specialty casual dining restaurant concepts: Twin Peaks and Smokey Bones. As of September 28, 2025, our total restaurant footprint consists of 159 restaurants, of which 72 are domestic franchised Twin Peaks restaurants operated by our franchisee partners, seven are international franchised Twin Peaks restaurants operated by a franchisee partner in Mexico, 35 are domestic company-owned Twin Peaks restaurants, and 45 are domestic company-owned Smokey Bones restaurants.

Our growth plan is driven by a robust pipeline of new restaurant developments. Our pipeline includes nearly 100 signed franchised units as of September 28, 2025, providing significant visibility into our near-term growth trajectory. As we continue to expand, of the total number of anticipated new restaurant openings, we have a goal of having approximately 75% to 80% be franchised restaurants.

Our revenues are derived primarily from two sales channels, franchised restaurants and company owned restaurants, which we operate as one segment. The primary sources of revenues are the sale of food and beverages at our company restaurants and the collection of royalties, franchise fees and advertising revenue from sales of food and beverages at our franchised restaurants.

Results of Operations

The Company operates on a 52-week calendar and its fiscal year ends on the last Sunday of the calendar year. Consistent with industry practice, the Company measures its stores’ performance based upon 7-day work weeks. Using the 52-week cycle ensures consistent weekly reporting for operations and ensures that each week has the same days since certain days are more profitable than others. The use of this fiscal year means a 53rd week is added to the fiscal year every five or six years. In a 52-week year, all four quarters are comprised of 13 weeks. In a 53-week year, one extra week is added to the fourth quarter.

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Results of Operations of Twin Hospitality Group Inc.

For the Thirteen Weeks Ended September 28, 2025 and September 29, 2024

The following table summarizes key components of our condensed consolidated results of operations for the thirteen weeks ended September 28, 2025 and September 29, 2024.

			Thirteen Weeks Ended
			September 28, 2025												September 29, 2024
($ in thousands)			$						% of Revenue						$						% of Revenue
Revenue
Company-owned restaurant sales			$	74,358					90.3		%				$	75,599					90.4		%
Franchise revenue			7,958						9.7		%				8,066						9.6		%
Total revenue			82,316						100.0		%				83,665						100.0		%
Costs and expenses
Restaurant operating costs
Food and beverage costs (1)			20,348						27.4		%				20,826						27.5		%
Labor and benefits costs (1)			23,902						32.1		%				24,778						32.8		%
Other operating costs (1)			17,005						22.9		%				16,761						22.2		%
Occupancy costs (1)			5,983						8.0		%				6,639						8.8		%
Advertising expense			5,342						6.5		%				4,328						5.2		%
Pre-opening expense			7						—		%				843						1.0		%
General and administrative expense			19,502						23.7		%				7,167						8.6		%
Depreciation and amortization			3,592						4.4		%				5,913						7.1		%
Total costs and expenses			95,681						116.2		%				87,255						104.3		%
Loss from operations			(13,365)						(16.2)		%				(3,590)						(4.3)		%
Total other expense, net			(11,854)						(14.4)		%				(12,617)						(15.1)		%
Loss before income tax provision (benefit)			(25,219)						(30.6)		%				(16,207)						(19.4)		%
Income tax (benefit) provision			(738)						(0.9)		%				10						—		%
Net loss			$	(24,481)					(29.7)		%				$	(16,217)					(19.4)		%

(1) As a percentage of company-owned restaurant sales

Revenues

Company-owned restaurant sales decreased by $1.2 million, or 1.6%, to $74.4 million in the third quarter of 2025, compared to $75.6 million year-ago quarter, primarily due to the closure of 11 underperforming Smokey Bones locations, the temporary closure of two Smokey Bones locations for conversion into Twin Peaks lodges and lower same-store sales, partially offset by the opening of new Twin Peaks lodges.

Franchise revenue decreased by $0.1 million, or 1.3%, to $8.0 million in the third quarter of 2025, compared to $8.1 million in the year-ago quarter, as growth from our Twin Peaks franchise openings mostly offset the decline in same-store sales.

Costs and Expenses

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Food and beverage costs decreased by $0.5 million, or 2.3%, to $20.3 million in the third quarter of 2025, compared to $20.8 million in the year-ago quarter, primarily due to the closure of underperforming Smokey Bones locations, the temporary closure of two Smokey Bones locations for conversion into Twin Peaks lodges and lower same-store sales, partially offset by increases in the prices of food ingredients. As a percentage of company-owned restaurant sales, food and beverage costs decreased to 27.4% in the third quarter of 2025, compared to 27.5% in the year-ago quarter as menu price increases were substantially offset by the increase in food costs .

Labor and benefits costs decreased by $0.9 million, or 3.5%, to $23.9 million in the third quarter of 2025, compared to $24.8 million in the year-ago quarter, primarily due to the closure of underperforming Smokey Bones locations, the temporary closure of two Smokey Bones locations for conversion into Twin Peaks lodges and lower same-store sales, partially offset by wage inflation. As a percentage of company-owned restaurant sales, labor and benefits costs decreased to 32.1% in the third quarter of 2025, compared to 32.8% as menu price increases were partially offset by wage inflation.

Other operating costs increased by $0.2 million, or 1.5%, to $17.0 million in the third quarter of 2025, compared to $16.8 million in the year-ago quarter, primarily due to new restaurant openings. As a percentage of company-owned restaurant sales, other operating costs was 22.9% in the third quarter of 2025 compared to 22.2% in the year-ago quarter.

General and administrative expense increased by $12.3 million, or 172.1%, to $19.5 million in the third quarter of 2025, compared to $7.2 million in the year-ago quarter, primarily due to $6.9 million in Smokey Bones store closure costs, a $1.4 million non-cash impairment of fixed assets related to the closure of underperforming Smokey Bones locations and higher non-cash share-based compensation.

Other Expense, Net

Other expense, net was $11.9 million in the third quarter of 2025, compared to $12.6 million in the year-ago quarter, and in each year, other expense, net consisted primarily of interest expense.

Income Taxes

We recorded an income tax benefit of $0.7 million in the third quarter of 2025 and an income tax provision of $10,000 in the third quarter of 2024.

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For the thirty-nine weeks ended September 28, 2025 and September 29, 2024

The following table summarizes key components of our condensed consolidated results of operations for the thirty-nine weeks ended September 28, 2025 and September 29, 2024.

			Thirty-Nine Weeks Ended
			September 28, 2025												September 29, 2024
($ in thousands)			$						% of Revenue						$						% of Revenue
Revenue
Company-owned restaurant sales			$	232,386					90.3		%				$	242,594					90.8		%
Franchise revenue			24,881						9.7		%				24,726						9.2		%
Total revenue			257,267						100.0		%				267,320						100.0		%
Costs and expenses
Restaurant operating costs
Food and beverage costs (1)			63,126						27.2		%				66,167						27.3		%
Labor and benefits costs (1)			74,509						32.1		%				77,798						32.1		%
Other operating costs (1)			51,021						22.0		%				50,073						20.6		%
Occupancy costs (1)			18,651						8.0		%				19,872						8.2		%
Advertising expense			15,477						6.0		%				15,080						5.6		%
Pre-opening expense			702						0.3		%				935						0.3		%
General and administrative expense			46,033						17.9		%				21,160						7.9		%
Depreciation and amortization			13,758						5.3		%				17,500						6.5		%
Total costs and expenses			283,277						110.1		%				268,585						100.5		%
Loss from operations			(26,010)						(10.1)		%				(1,265)						(0.5)		%
Total other expense, net			(33,959)						(13.2)		%				(34,915)						(13.1)		%
Loss before income tax (benefit) provision			(59,969)						(23.3)		%				(36,180)						(13.5)		%
Income tax (benefit) provision			(2,592)						(1.0)		%				(10)						—		%
Net loss			$	(57,377)					(22.3)		%				$	(36,170)					(13.5)		%

(1) As a percentage of company-owned restaurant sales

Revenues

Company-owned restaurant sales decreased by $10.2 million, or 4.2%, to $232.4 million in the thirty-nine weeks ended September 28, 2025, compared to $242.6 million in the year-ago period, primarily due to the closure of 11 underperforming Smokey Bones locations, the temporary closure of two Smokey Bones locations for conversion into Twin Peaks lodges and lower same-store sales, partially offset by the opening of new Twin Peaks lodges.

Franchise revenue increased by $0.2 million, or 0.6%, to $24.9 million in the thirty-nine weeks ended September 28, 2025, compared to $24.7 million in the year-ago period, primarily due to growth from our Twin Peaks franchise openings, mostly offset the decline in same-store sales.

Costs and Expenses

Food and beverage costs decreased by $3.0 million, or 4.6%, to $63.1 million in the thirty-nine weeks ended September 28, 2025, compared to $66.2 million in the year-ago period, primarily due to the closure of underperforming Smokey Bones

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locations, the temporary closure of two Smokey Bones locations for conversion into Twin Peaks lodges and lower same-store sales, partially offset by increases in the prices of food ingredients. As a percentage of company-owned restaurant sales, food and beverage costs decreased to 27.2% in the thirty-nine weeks ended September 28, 2025, compared to 27.3% in the year-ago period as menu price increases were substantially offset by the increase in food costs..

Labor and benefits costs decreased by $3.3 million, or 4.2%, to $74.5 million in the thirty-nine weeks ended September 28, 2025, compared to $77.8 million in the year-ago period, primarily due to the closure of underperforming Smokey Bones locations, the temporary closure of two Smokey Bones locations for conversion into Twin Peaks lodges and lower same-store sales, partially offset by wage inflation. As a percentage of company-owned restaurant sales, labor and benefits costs remained flat at 32.1% in the thirty-nine weeks ended September 28, 2025, compared to the year-ago period as wage inflation and sales deleveraging were offset by menu price increases.

Other operating costs increased by $0.9 million, or 1.9%, to $51.0 million in the thirty-nine weeks ended September 28, 2025, compared to $50.1 million in the year-ago period, primarily due to new restaurant openings. As a percentage of company-owned restaurant sales, other operating costs was 22.0% in the thirty-nine weeks ended September 28, 2025 compared to 20.6% in the year-ago period.

General and administrative expense increased by $24.9 million, or 117.5%, to $46.0 million in the thirty-nine weeks ended September 28, 2025, compared to $21.2 million in the year-ago period, primarily due to $6.9 million in Smokey Bones store closure costs, a $1.4 million non-cash impairment of fixed assets related to the closure of underperforming Smokey Bones locations and higher non-cash share-based compensation.

Other Expense, Net

Other expense, net was $34.0 million in the thirty-nine weeks ended September 28, 2025, compared to $34.9 million in the year-ago period, and in each year, other expense, net consisted primarily of interest expense.

Income Taxes

We recorded an income tax benefit of $2.6 million and $10,000 in the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay our indebtedness and fund our business operations, acquisitions and expansion of our restaurant locations, and for other general business purposes. Our source of funds for liquidity during the thirty-nine weeks ended September 28, 2025 and September 29, 2024 consisted primarily of cash generated by our operations and contributions from FAT Brands Inc., our Parent company.

The Company recognized losses from operations of $26.0 million and $1.3 million during the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The Company had negative cash flow from operations of $20.5 million and $7.6 million during the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The Company has a history of net losses and an accumulated deficit of $147.1 million as of September 28, 2025. As of September 28, 2025, the Company had $5.5 million of unrestricted cash.

We intend to expand our franchise locations, which will require significant liquidity, primarily from our franchisees. If real estate locations of sufficient quality cannot be located and either leased or purchased, the timing of restaurant openings may be delayed. Additionally, if we or our franchisees cannot obtain capital sufficient to fund this expansion, the extent of or timing of restaurant openings may be reduced or delayed.

As discussed in Note 8 of the quarterly financial statements included elsewhere in this filing, as of the date of the filing of this Quarterly Report on Form 10-Q, the Company was in default under its Securitization Notes. As a result, the noteholders could remove the Company as manager of the Twin Securitization Notes, cause the outstanding principal and interest under any or all of the Twin Securitization Notes to be due and payable on an accelerated basis, and could allow the noteholders to foreclose on the collateral securing the Twin Securitization Notes. As a result, the Company has classified the aggregate principal amount of its Securitization Notes within current liabilities in its condensed consolidated balance sheet as of September 28, 2025.

The Company does not currently have amounts on hand to pay such principal and maturity amounts, and any such acceleration or foreclosure would materially and adversely affect the Company’s business, financial condition and liquidity, and could cause the Company to seek to reorganize through a bankruptcy proceeding.

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These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. While the Company believes its plans to restructure its indebtedness or obtain relief from the noteholders can alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, these plans are not within the Company’s control and cannot be assessed as being probable of occurring. Without a restructuring of our debt or relief from our noteholders under our Securitized Notes, we will not be able to meet our cash obligations for the next twelve months.

Comparison of Cash Flows

Our cash and restricted cash balance was $14.3 million as of September 28, 2025, compared to $25.9 million as of December 29, 2024.

The following table summarizes key components of our consolidated cash flows for the thirty-nine weeks ended September 28, 2025 and September 29, 2024:

			Thirty-Nine Weeks Ended
(in millions)			September 28, 2025						September 29, 2024
Net cash used in operating activities			$	(20.5)					$	(7.6)
Net cash used in investing activities			(2.9)						(20.3)
Net cash provided by financing activities			11.7						33.4
Net increase (decrease) in cash and restricted cash			$	(11.7)					$	5.4

Operating Activities

Net cash used in operating activities increased $12.9 million in the thirty-nine weeks ended September 28, 2025 compared to 2024, primarily due to an increase in net loss as adjusted for non cash items, including depreciation and amortization, and higher debt service costs, partially offset by changes in working capital.

Investing Activities

Net cash used in investing activities was $2.9 million in the thirty-nine weeks ended September 28, 2025 and was related to purchases of property and equipment in connection with company-owned restaurants, partially offset by the sale leaseback of one company-owned Twin Peaks location. Net cash used in investing activities was $20.3 million in the thirty-nine weeks ended September 29, 2024, primarily related to purchases of property and equipment in connection with company-owned restaurants.

Financing Activities

Net cash provided by financing activities was $11.7 million and $33.4 million in the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively, primarily comprised of contributions from FAT Brands Inc., partially offset by net repayment of borrowings.

Capital Expenditures

As of September 28, 2025, we do not have any material commitments for capital expenditures.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended December 29, 2024 filed on February 28, 2025. Critical accounting estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our critical accounting estimates are identified and described in our annual consolidated financial statements and the related notes included in our Annual Report on Form 10-K for our fiscal year ended December 29, 2024

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filed on February 28, 2025. There have been no material changes in such critical accounting policies as disclosed in our Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, after evaluating the effectiveness of the Company’s “Disclosure Controls and Procedures” (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of September 28, 2025, have concluded that, in regard to the segregation of duties and the financial close process, our Disclosure Controls and Procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting in connection with an evaluation that occurred during the thirteen weeks ended September 28, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Inherent Limitations Over Internal Controls

We do not expect that our Disclosure Controls and Procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedures are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of frauds, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, please see Note 13, Commitments and Contingencies, to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which Note is incorporated by reference in this Item 1.

ITEM 1A. RISK FACTORS

You should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” and elsewhere in our Annual Report on Form 10-K filed on February 28, 2025, which could materially affect our business, financial condition, cash flows or future results. Other than the matters discussed below under Item 3, there have been no material changes in such factors discussed in our Annual Report. The risks described in our Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Securitization Notes

Our long-term debt includes an aggregate of $412.3 million in aggregate principal amount in fixed rate secured notes (the “Twin Securitization Notes”) issued by our special purpose financing subsidiary, Twin Hospitality I, LLC (“Twin Royalty”). During the fiscal quarter ended September 28, 2025, we received notices with respect to potential and actual Rapid Amortization Events, Manager Termination Events and Events of Default as described below. In addition to the Rapid Amortization Events, Manager Termination Events and Events of Default described below, due to liquidity constraints, the Company utilized certain cash receipts to support operation of the business during the fiscal quarter ended September 28, 2025, which would likely give rise to Events of Default and/or Manager Termination Events. These include commingling cash receipts owed to Twin Royalty and cash of non-securitization entities and causing amounts owed to Twin Royalty to be deposited into accounts not held by Twin Royalty or the Trustee, as required by the Twin Indenture. As a result of the foregoing matters, subject to notice from the applicable parties under the applicable indentures being provided (as further described below), the Company may be removed as the Manager of Twin Royalty, the Twin Securitization Notes could be subject to acceleration and the assets of Twin Royalty subject to foreclosure at any time. As further described below, to date, the required parties have not provided such notices.

The Company is having ongoing discussions with representatives of the noteholders regarding one or more potential transactions involving a refinancing, restructuring or similar transaction. The Company cannot provide any assurances that it will reach such an agreement on terms that are satisfactory to it and the noteholders promptly, or at all. If the Company is not able to agree upon the terms of a refinancing, restructuring or similar transaction with the noteholders, the noteholders could remove the Company as manager of Twin Royalty, cause the outstanding principal and interest under any or all of the Twin Securitization Notes to be due and payable on an accelerated basis, and could allow the noteholders to foreclose on the collateral securing the Twin Securitization Notes. We do not currently have amounts on hand to pay such principal and maturity amounts, and any such acceleration or foreclosure would materially and adversely affect our business, financial condition, and liquidity, and could cause us to seek to reorganize through a bankruptcy proceeding.

Capitalized terms used in the following discussion are defined in the Base Indenture for Twin Royalty, which is filed as an exhibit to our most recent Annual Report on Form 10-K for the fiscal year ended December 29, 2024, filed on February 28, 2025.

Notice from Noteholders and Discussions

On August 22, 2025, Twin Royalty received a notice from counsel (the “August Letter”) on behalf of a group of noteholders holding a majority of the outstanding principal balance of the Twin Securitization Notes (the “Twin Majority Noteholders”) claiming that the payment of customary bonuses to the Company’s management, in the aggregate amount of approximately $2.2 million for their performance during fiscal year 2024, was paid from funds that should have been deposited into a collection account under the Twin Indenture. The Twin Majority Noteholders claim in the August Letter that such payment is a breach of certain provisions of the applicable Management Agreement, which they claim triggers a “Manager Termination Event” that gives the holders of the Twin Securitization Notes the right to remove the Company as the manager of Twin Royalty.

The notice from the Twin Majority Noteholders further claims that (i) a Level I Qualified Equity Offering Trigger Event occurred in April 2025 and July 2025, and (ii) the P&I DSCR was less than 1.35x for the quarterly fiscal period ended June 2025, resulting in the commencement of a Cash Flow Sweeping Event, pursuant to which 50% and 100% of collections, respectively, were required to be used to amortize the Twin Securitization Notes. According to the Twin Majority Noteholders, the failure to pay principal under the Cash Flow Sweeping Event constituted an Event of Default pursuant to Section 9.2(b) of the Base Indenture. The notice from the Twin Majority Noteholders also claims that the failure to deliver a timely notice of the above events to the Trustee under the Twin Indenture constitutes a separate Event of Default under the Twin Indenture.

In addition, the August Letter was also on behalf of a group of noteholders holding a majority of the outstanding principal balance of notes (the “FAT Securitization Notes”) issued by three unrelated special purpose financing subsidiaries owned by our parent company, FAT Brands Inc. (the “FAT Issuers”), alleging that collections belonging to the FAT Issuers were commingled with the funds of non-securitization entities at an account sitting outside of the FAT Issuers. The noteholders allege that such actions resulted in covenant violations under the applicable indentures for the FAT Securitization Notes.

Notice from Trustee / Other Defaults

Under the Base Indenture, dated November 21, 2024 (the “Twin Indenture”), between Twin Royalty and the Trustee, upon each Qualified Equity Offering, which is defined as a public or private offering of common equity securities for cash by the Company, the Company is required, subject to certain limited exceptions, to use 75% of the net proceeds from such offerings

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towards the repayment of the Twin Securitization Notes, until an aggregate of $75.0 million has been repaid in that manner. If the amount of net proceeds from Qualified Equity Offerings used for repayment of the Twin Securitization Notes is not at least $25.0 million on or prior to each of April 25, 2025, July 25, 2025 and October 27, 2025, or is not at least $75.0 million on or prior to January 26, 2026, then under any such circumstance, a Cash Flow Sweeping Event would occur, whereupon certain excess cash flows from Twin Royalty’s operations are required to be used to make additional principal payments, on a pro rata basis, on the three most senior classes of the Twin Securitization Notes. The Company did not satisfy the requirement to raise a Qualified Equity Offering and repay the Twin Securitization Notes in an amount equal to at least $25.0 million on each of April 25, 2025 and July 25, 2025, and as such, a “Level I Qualified Equity Offering Trigger Event” and “Cash Flow Sweeping Event” under the Twin Securitization Notes have occurred.

Separately, on October 23, 2025, the Trustee provided a “Notice of Potential Rapid Amortization Event” with respect to the Twin Indenture. Such Notice stated that pursuant to Section 5.9(b)(iv) of the Twin Indenture, on the last business day of each month preceding a Monthly Allocation Date, the Manager is required to withdraw all Retained Collections with respect to the preceding Monthly Collection Period on deposit in the Concentration Account and deposit the same to the Collection Account. Pursuant to Section 6.1(a)(i) of the Management Agreement, failure to do so constitutes a Manager Termination Event, the assertion of which may be made by a Securitization Entity, the Back-Up Manager, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party). In addition, pursuant to Section 9.1(b) of the Twin Indenture, the occurrence of a Manager Termination Event constitutes a Rapid Amortization Event to be declared by a written notice from the Control Party. The Trustee stated that it did not receive the Retained Collections in the Collection Account for the Monthly Allocation Date under the Twin Indenture occurring on October 10, 2025, and therefore a Potential Rapid Amortization Event has occurred and is continuing under the Twin Indenture.

To date, none of the Trustee, Control Party or the Controlling Class Representative has delivered a notice declaring that a Manager Termination Event has occurred under the Twin Indenture or a Termination Notice seeking to remove the Company as Manager. However, as noted above, we have taken actions during the fiscal quarter ended September 28, 2025 that would likely give rise to Events of Default and Manager Termination Events and could be removed as Manager of Twin Royalty at any time.

On October 30, 2025 and following receipt of notice from us regarding such events, the Trustee provided a “Notice of Event of Default” with respect to the Twin Indenture, stating that due to the events described in the Notice of Potential Rapid Amortization Event described above, the Trustee was unable to make payments due to the noteholders from the Collection Account as of the Quarterly Payment Date of October 27, 2025, and that such occurrence constituted an Event of Default pursuant to Section 9.2 of the Twin Indenture. As a result of such Event of Default, the Trustee, at the direction of the Control Party (acting at the direction of the Controlling Class Representative) may accelerate all amounts with respect to the Twin Notes and exercise remedies (including foreclosure) with respect to the assets of Twin Royalty and any Guarantors.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the fiscal quarter ended September 28, 2025, no director or officer of the Company adopted or terminated a "Rule 10-b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit Number

Incorporated By Reference to

Filed Herewith

Description

Form

Exhibit

Filing Date

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

32.1

Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X (Furnished)

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101.INS

Inline XBRL Instance Document

X (Furnished)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

X (Furnished)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

X (Furnished)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

X (Furnished)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

X (Furnished)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

X (Furnished)

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

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.

			Twin Hospitality Group Inc.
Date: November 12, 2025			By			/s/ Kenneth J. Kuick
						Kenneth J. Kuick
						Chief Financial Officer
						(Principal Financial Officer and duly authorized signatory for the registrant)

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FAQ

What were Twin Hospitality (TWNP) Q3 2025 revenues and profit?

Revenue was $82.3 million and net loss was $24.5 million for the thirteen weeks ended September 28, 2025.

Does TWNP’s filing include a going‑concern warning?

Yes. The company states substantial doubt about its ability to continue as a going concern.

What happened with TWNP’s securitization debt?

An Event of Default was declared, and $400.3 million of securitization notes were reclassified as current liabilities.

How much cash does TWNP have?

Unrestricted cash was $5.5 million as of September 28, 2025.

What impairments did TWNP record this quarter?

The company recorded $6.9 million impairment of lease right‑of‑use assets and $1.4 million non‑cash impairment of property and equipment.

What were TWNP’s operating cash flows year‑to‑date?

Net cash used in operating activities was $20.5 million for the thirty‑nine weeks ended September 28, 2025.

How many TWNP shares are outstanding?

As of November 10, 2025, there were 54,455,856 Class A and 2,870,000 Class B shares outstanding.