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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 18, 2025
Twin
Hospitality Group Inc.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-42395 |
|
99-1232362 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5151
Belt Line Road, Suite 1200
Dallas,
TX |
|
75254 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (972) 941-3150
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
TWNP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Effective
August 18, 2025, the Board of Directors (the “Board”) of Twin Hospitality Group Inc. (the “Company”) appointed
Andrew Wiederhorn as a director of the Company to fill a vacancy on the Board, for a term expiring at the Company’s 2025 Annual
Meeting of Stockholders. Mr. Wiederhorn was also appointed Chairman of the Board of Directors.
Mr.
Wiederhorn, age 59, is the founder and Chairman of the Company’s parent company, FAT Brands Inc. (“FAT Brands”), and
served as President and CEO of FAT Brands from March 2017 until May 2023. Mr. Wiederhorn received his B.S. degree in Business Administration
from the University of Southern California in 1987, with an emphasis in Finance and Entrepreneurship.
Mr. Wiederhorn will receive standard
compensation payable to non-employee directors of the Company, consisting of $100,000 in annual cash compensation and an annual award
of stock options for 10,000 shares. In addition, Mr. Wiederhorn has been providing consulting services to the Company since its spin-off
as a separate publicly traded company in January 2025, and received an award of restricted stock for 300,000 shares of Common Stock for
such services from the Company’s Management Equity Plan.
In
addition, Mr. Wiederhorn’s adult children, Thayer Wiederhorn (Chief Operating Officer of FAT Brands), Taylor Wiederhorn (Chief
Development Officer of FAT Brands), and Mason Wiederhorn (Chief Brand Officer of FAT Brands), have each been providing consulting services
to the Company since its spin-off, and each of them received an award of restricted stock for 200,000 shares for such services from the
Company’s Management Equity Plan. Andrew Wiederhorn does not have any interest in such awards nor does he share a household with
any of those individuals.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Twin Hospitality
Group Inc. |
| |
|
| Date: |
August 22, 2025 |
/s/
Kenneth J. Kuick |
| |
Kenneth J. Kuick |
| |
Chief
Financial Officer |
