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): ~~January~~March 2819, 2026

FAT Brands Inc.

Twin Hospitality Group Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38250	82-1302696
Delaware Delaware	001-38250 001-42395	82-1302696 99-1232362
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9720 Wilshire Blvd., Suite 500 Beverly Hills, CA		90212
9720 Wilshire Blvd., Suite 500, Beverly Hills, CA 5151 Belt Line Road, Suite 1200, Dallas, TX		90212 75254
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock FAT The Nasdaq Stock Market LLC Class B Common Stock FATBB The Nasdaq Stock Market LLC Series B Cumulative Preferred Stock FATBP The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.~~Introductory Note

OnAs previously reported, on January 2826, 2026, FAT Brands Inc. (the “Company”) ~~received~~and aeach ~~letter (the “Delisting Notice”) from the Listing Qualifications Staff~~ of ~~The~~its ~~Nasdaq~~direct ~~Stock Market LLC (“Nasdaq”) notifying the Company that the Staff had determined that the Company’s securities will be delisted from Nasdaq pursuant to Nasdaq Listing Rules 5101, 5110(b)~~ and ~~IM-5101-1.~~indirect ~~Pursuant to the Delisting Notice~~subsidiaries, ~~Nasdaq’s~~including ~~determination~~Twin ~~was~~Hospitality ~~based~~Group onInc. (i)collectively, the ~~Company’s~~“Debtors”), ~~commencement~~commenced of voluntary ~~proceedings~~cases under ~~Chapter~~chapter 11 of title 11 of the United States ~~Bankruptcy~~ Code onin ~~January 26, 2026 (~~the ~~“Chapter~~United 11States ~~Cases”)~~Bankruptcy ~~and~~Court ~~associated~~for ~~public interest concerns raised by it, (ii) concerns regarding~~ the ~~residual~~Southern ~~equity~~District ~~interest~~ of ~~the~~Texas ~~existing listed securities holders, and~~ (~~iii) concerns about~~ the ~~Company’s~~“Bankruptcy ~~ability~~Court”) tounder ~~sustain compliance with all requirements for continued listing on Nasdaq. The Delisting Notice and subsequent communications with~~ the ~~Staff~~jointly ~~indicate~~administered ~~that~~caption ~~the trading~~ of ~~the~~In ~~Company’s~~re ~~Class~~Fat ABrands ~~Common Stock (Nasdaq: FAT)~~Inc., ~~Class~~et ~~B Common Stock (Nasdaq: FATBB)~~al., ~~and~~ ~~Series~~Case BNumber ~~Cumulative~~26-90126 ~~Preferred Stock~~ (~~Nasdaq: FATBP~~ARP) (~~collectively,~~ the “~~Securities~~Chapter 11 Cases”). ~~will~~This beCurrent ~~suspended~~Report ~~at the opening of business~~ on ~~February 4, 2026, and a~~ Form 258-~~NSE~~K ~~will~~is bebeing filed ~~with~~jointly by the ~~Securities~~Company and ~~Exchange~~Twin ~~Commission,~~Hospitality ~~which~~Group ~~will remove the Securities from listing on Nasdaq~~Inc. ~~The Company does not intend to appeal the Staff’s determination~~(“TWNP”).

~~After~~Information filed ~~delisting~~with ~~from~~ the ~~Nasdaq,~~Bankruptcy ~~the~~Court ~~Securities are~~in ~~expected~~connection towith ~~commence trading on~~ the ~~Pink~~Chapter ~~Limited~~11 ~~Market~~Cases ~~operated~~is byaccessible on the ~~OTC~~website ~~Markets~~of ~~Group,~~the ~~Inc.~~Debtors’ ~~(commonly~~claims ~~referred~~and noticing toagent asat ~~the “pink sheets”)~~https://cases.omniagentsolutions.com/?clientId=3773. ~~The~~Such ~~Pink~~information ~~Limited Market~~ is anot ~~significantly~~part ~~more~~of ~~limited~~this ~~market~~Current ~~than~~Report ~~Nasdaq,~~on Form ~~and~~8-K. ~~will~~The ~~likely~~Debtors ~~result in~~intend ato ~~less~~use ~~liquid~~this ~~market~~website, ~~for~~in ~~existing~~addition ~~and~~to ~~potential~~their ~~holders~~press toreleases, ~~trade~~SEC ~~the~~filings ~~Securities~~ and ~~could~~other ~~further~~public ~~depress~~communications, ~~the trading price of the~~as ~~Securities.~~a ~~The~~means ~~Company can provide no assurance that any~~ of ~~the~~disclosing ~~Securities~~certain ~~will~~material ~~continue to trade on this market or whether broker~~non-~~dealers will continue to provide~~ public ~~quotes~~information ofand ~~the~~complying ~~Securities~~with oncertain ~~this~~applicable ~~market~~disclosure obligations.

~~Cautionary~~Item ~~Note~~1.01 ~~Regarding~~Entry ~~the~~Into ~~Company’s~~a ~~Securities~~Material Definitive Agreement.

~~The~~Stipulation ~~Company cautions that trading in its Securities during the pendency of the Chapter 11 Cases is highly speculative~~ and ~~poses substantial~~Agreed risks. Trading prices for the Securities may bear little or no relationship to the actual recovery, if any, by holders of such Securities in the Chapter 11 Cases. The Company expects that holders of the Securities could experience a complete or significant loss on their investment, depending on the outcome of the Chapter 11 Cases.Order

~~Forward-Looking~~In ~~Statements~~connection with the Chapter 11 Cases, on March 19, 2026, the Debtors entered into that certain Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement (the “Stipulation”) by and among the Debtors, Andrew Wiederhorn (the “Executive”), an ad hoc group of certain holders of the Debtors’ securitization notes (the “Ad Hoc Group”), Moelis & Company LLC (“Moelis”), and the official committee of unsecured creditors in the Chapter 11 Cases (the “Committee”).

~~This~~The ~~Current~~Stipulation ~~Report~~provides onfor ~~Form 8-K contains statements that constitute forward-looking statements within~~ the ~~meaning~~transition of ~~the~~senior ~~Private~~management ~~Securities Litigation Reform Act~~ of ~~1995~~the ~~and~~Company ~~other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may”~~ and ~~negatives~~ orpreparation ~~derivatives~~ of ~~these~~the orCompany ~~similar~~to ~~expressions,~~enter weinto ~~are making forward~~debtor-~~looking statements. These forward~~in-~~looking statements~~possession ~~are~~financing ~~based~~facilities ~~upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed~~ to ~~occur~~be ~~and~~provided ~~may not occur. Actual results may differ materially from those contained in or implied~~ by ~~our~~investment ~~forward-looking~~funds ~~statements~~affiliated aswith amembers ~~result~~ of ~~various factors These forward-looking statements include, among others, statements about:~~ the ~~Company’s~~Ad ~~ability~~Hoc toGroup. ~~obtain~~The ~~Bankruptcy~~Stipulation ~~Court~~provides ~~approval with~~that ~~respect to motions in~~ the ~~Chapter 11 Cases, including the “first day” relief being requested; the Company’s ability~~ toExecutive ~~successfully~~will ~~consummate~~take a ~~restructuring;~~temporary ~~the~~leave ~~expected~~of ~~effects~~absence offrom the ~~Chapter~~Debtors 11beginning ~~Cases~~ on the ~~Company’s~~effective ~~business~~date ~~and the interests~~ of ~~various stakeholders;~~ the ~~Company’s~~Stipulation ~~ability~~and toending ~~continue~~on ~~operating in~~ the ~~ordinary course; the terms, effectiveness, and consummation~~ later of (a) ~~chapter 11 plan;~~ the ~~anticipated~~closing ~~capital~~of ~~structure upon emergence;~~ the ~~expected~~sale ~~treatment~~ of ~~claims;~~substantially ~~the~~all ~~potential cancellation~~ of the ~~Company~~Debtors’s ~~equity;~~restaurant ~~the~~chains ~~registration~~and ~~status~~franchise ofoperations ~~any~~and ~~new~~(b) ~~securities~~consummation of ~~to be issued pursuant to~~ a confirmed chapter 11 plan, ~~and~~for the ~~timing of any of the foregoing~~Company. ~~Forward-looking~~The ~~statements~~Stipulation ~~are~~also ~~based~~provides onfor ~~the~~aggregate ~~Company’s~~payments ~~current~~of ~~expectations,~~up ~~assumptions and estimates and are subject~~ to ~~risk, uncertainties, and other important factors that are difficult to predict and that could cause actual results to differ materially and adversely from those expressed or implied~~$5.0 ~~These~~million ~~risks include, among others, those related~~ to: the ~~Company’s~~Executive, ~~ability~~funded tothrough ~~confirm and consummate a chapter 11 plan;~~ the ~~duration~~DIP ~~and~~Facilities ~~outcome~~(as ofdefined ~~the~~below) ~~Chapter 11 Cases; the Company suffering from a long~~ and ~~protracted~~payable ~~restructuring;~~in ~~the~~installments ~~impact~~through ofJuly ~~the~~2026. ~~Chapter~~All 11existing ~~Cases~~employment ~~on the Company’s operations, reputation~~ and ~~relationships with~~related ~~customers,~~agreements ~~lenders,~~between ~~and vendors;~~ the Company ~~having~~and ~~insufficient liquidity;~~ the ~~availability~~Executive ofterminated ~~financing~~as ~~during the pendency~~ of, ~~or after completion of,~~ the ~~Chapter~~effective 11date ~~Cases; the effectiveness~~ of ~~overall restructuring activities pursuant to~~ the ~~Chapter~~Stipulation, 11and ~~Cases~~such ~~and~~payments ~~any~~will ~~additional~~constitute ~~strategies~~full ~~that~~satisfaction ~~the Company may employ to address its liquidity and capital resources and achieve its stated goals; the potential cancellation~~ of the Company’s ~~equity;~~obligations ~~and~~to the ~~Company’s~~Executive ~~historical~~(subject ~~financial~~to ~~information~~limited ~~not~~exceptions, ~~being~~including ~~indicative~~certain ~~of its future performance~~indemnification ~~as a result of the Chapter 11 Cases~~rights).

The ~~information~~Stipulation ~~contained~~also inprovided that (a) all members of the ~~Company~~Executive’s ~~filings~~family ~~with~~employed by the ~~SEC,~~Company ~~including~~were ~~under~~terminated as of the ~~caption~~Settlement Effective ~~“Risk~~Date ~~Factors”~~and inwill ~~the~~receive ~~Company’s Annual~~accrued ~~Report~~compensation onthrough ~~Form~~termination, ~~10-K~~(b) ~~for~~Moelis ~~the~~will ~~year~~withdraw ~~ended~~its ~~December~~retention 29application, ~~2024~~receive no further fees, and ~~subsequent~~will ~~filings~~be ~~with~~indemnified by the ~~SEC~~Debtors, orand ~~incorporated~~(c) ~~herein~~the orDebtors ~~therein, identifies~~and ~~other~~Committee ~~important~~will ~~factors~~provide ~~that~~releases ~~could~~in ~~cause~~favor ~~differences~~of ~~from~~Moelis ~~our~~and its ~~forward-looking~~affiliates, ~~statements~~subject to customary exceptions. The ~~Company’s~~Ad ~~filings~~Hoc ~~with~~Group also agreed to withdraw their pending motions, including motions seeking ~~the~~appointment ~~SEC~~of ~~are~~a ~~available~~chapter on11 trustee in the ~~SEC’s~~Chapter ~~website~~11 atCases ~~www~~and suspension of the Executive.~~sec.gov.~~

~~You~~The ~~should~~material ~~not~~conditions ~~place~~precedent ~~undue~~to ~~reliance~~performance of the parties under the Stipulation were satisfied on March 19, 2026 upon the (a) entry of an order by the Bankruptcy Court authorizing and approving the Stipulation and (b) entry of an interim order by the Bankruptcy Court (the “Interim DIP Order”) approving the DIP Facilities, with a budget reflecting the payments due to the Executive and all unpaid fees and compensation due to members of the Boards of Directors of the Company’s ~~forward-looking~~and ~~statements~~TWNP (other than the Special Committee Directors (as defined below)), subject to the resignation of such directors from their respective boards.

~~Except~~Pursuant to the Stipulation, on March 19, 2026, the Executive took a leave of absence as ~~required~~an byofficer ~~law~~and employee of the Debtors, weand dothe ~~not~~Company terminated ~~intend~~the employment of Thayer Wiederhorn (Chief Operating Officer), Taylor Wiederhorn (Chief Development Officer) and Mason Wiederhorn (Chief Brand Officer). Also on March 19, 2026, the Company’s Board of Directors (the “Board”) voted to ~~update~~reduce the orsize ~~change~~of ~~any~~the ~~forward-looking~~Board ~~statements~~from fifteen to two persons, and all members of the Board, other than Patrick Bartels and Neal Goldman (the “Special Committee Directors”), submitted written resignations from the Board effective as aof ~~result~~the Stipulation Date. All directors of TWNP, ~~new~~other ~~information~~than the Special Committee Directors, ~~future~~also ~~events~~submitted their written resignations from the Board of Directors of TWNP on such ordate. ~~otherwise~~The Special Committee Directors, who were appointed on January 26, 2026 to serve as independent directors on the Board to oversee certain restructuring matters, remain as the sole directors of the Company and the other Debtors, including TWNP.

The foregoing description of the Stipulation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stipulation, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

DIP Financing

In accordance with the Interim DIP Order, effective as of March 25, 2026, the Company and TWNP obtained the DIP Facilities by entering into that certain Debtor-In-Possession Credit Agreement (the “DIP Credit Agreement”) by and among (a) the Company, (b) TWNP, (c) the other guarantors from time to time party thereto (d) FAT Brands Royalty I, LLC, FAT Brands Fazoli’s Native I, LLC and FAT Brands GFG Royalty I, LLC (collectively, the “FBG DIP Borrowers”), (e) Twin Hospitality I, LLC (the “Twin DIP Borrower”), (f) the lenders from time to time party thereto (collectively, the “DIP Lenders”), and (g) UMB Bank, N.A., as administrative agent and collateral agent (the “DIP Agent”).

The DIP Credit Agreement provides for two senior secured superpriority debtor-in-possession multiple draw term loan facilities (each, a “DIP Facility” and together, the “DIP Facilities”) in a combined aggregate principal amount of up to approximately $307.6 million. The first facility, referred to as the FBG DIP Facility, provides for up to $184.6 million to the FBG DIP Borrowers, including approximately $46.1 million of new money term loans and approximately $138.4 million of roll-up loans in respect of certain prepetition secured indebtedness. The second facility, referred to as the Twin DIP Facility, provides for up to approximately $123.0 million to the Twin DIP Borrower, including approximately $30.8 million of new money term loans and approximately $92.3 million of roll-up loans in respect of certain prepetition secured indebtedness. Each DIP Facility is structured as a multiple draw term loan facility, with borrowings available in up to three draws, subject to the satisfaction of customary conditions precedent, including the entry of the final DIP order by the Bankruptcy Court.

Loans under each DIP Facility bear interest at a rate of 12.0% per annum, with a default rate equal to an additional 2.0% per annum. The DIP Credit Agreement provides for a backstop fee equal to 10.0% of the aggregate new money commitments under the DIP Facilities, which fee is earned upon initial funding and payable in kind by being capitalized into the principal amount of the loans. The DIP Credit Agreement also provides for an exit fee, including a fee equal to 2.5% of the new money loans under certain circumstances, which may be paid in kind and, if paid in kind, shall be equal to 7.0% of such obligations. The DIP Credit Agreement also provides for an upfront fee in an amount equal to 2.5% of the new money loans, which fee is earned upon funding of the respective new money loans and payable in kind by being capitalized into the principal amount of the loans. In addition, the Debtors are required to pay customary administrative agent fees to the DIP Agent pursuant to a fee letter and to reimburse the reasonable and documented out-of-pocket fees and expenses of the DIP Agent and the DIP Lenders.

The DIP Facility includes an economic roll-up of certain prepetition secured indebtedness into obligations under the DIP Facility. The proceeds of the DIP Facility are to be used, subject to an approved budget and the orders of the Bankruptcy Court, for working capital and general corporate purposes, payment of administrative expenses of the Chapter 11 Cases, funding of a sale process under section 363 of the Bankruptcy Code, payment of professional fees and expenses, certain permitted prepetition obligations and adequate protection payments, and other uses permitted under the DIP Credit Agreement.

The DIP Facility matures on the earliest to occur of May 8, 2026, subject to extension with the consent of the Required Lenders (as defined in the DIP Credit Agreement), the effective date of a chapter 11 plan of reorganization, the consummation of a sale of substantially all of the Debtors’ assets, the acceleration of the loans following an event of default, and the occurrence of certain other termination events, including the failure to obtain required Bankruptcy Court orders within specified time periods. The DIP Credit Agreement contains customary milestones applicable to the Chapter 11 Cases, including deadlines for the entry of the final DIP order, the approval of bidding procedures, the commencement of an auction, and the consummation of a sale transaction.

The obligations under the DIP Facility are secured, pursuant to the Interim DIP Order, by liens on substantially all assets of the Loan Parties (under and as defined in the DIP Credit Agreement), subject to customary exclusions, and are entitled to superpriority administrative expense status under the Bankruptcy Code. The liens granted under the Interim DIP Order include priming liens. The Interim DIP Order also includes customary adequate protection arrangements in favor of certain prepetition secured creditors.

The DIP Credit Agreement contains representations and warranties and affirmative and negative covenants that are customary for facilities of this nature, including covenants requiring compliance with an approved budget and variance testing and restricting the incurrence of additional indebtedness, the granting of liens, the making of investments and the disposition of assets. The DIP Credit Agreement also requires the Debtors to pursue a court-supervised sale process. Events of default under the DIP Credit Agreement include, among others, non-payment of principal, interest or fees when due, the failure to comply with case milestones, breaches of covenants, the dismissal or conversion of the Chapter 11 Cases, and the appointment of a trustee or examiner with expanded powers.

The full availability of the DIP Facility is subject to approval by the Bankruptcy Court, including the entry of a final order by the Bankruptcy Court authorizing the Debtors to enter into the DIP Credit Agreement and to borrow thereunder.

The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the DIP Credit Agreement, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 pertaining to the DIP Credit Agreement is incorporated by reference into this Item 2.03.

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

As discussed above under Item 1.01, on March 19, 2026 all directors of the Company, other than Patrick Bartels and Neal Goldman, submitted resignations from the Board of Directors of the Company effective as of such date. The resigning directors were: John Allen, Donald Berchtold, Tyler Child, Lynne Collier, Mark Elenowitz, Peter Feinstein, Matthew Green, John Metz, Andrew Wiederhorn, Mason Wiederhorn, Taylor Wiederhorn, Thayer Wiederhorn and Carmen Vidal. Also on the same date, Andrew Wiederhorn took a temporary leave of absence as an officer and employee of each of the Debtors, including the Company and TWNP, and the Company terminated the employment of Thayer Wiederhorn (Chief Operating Officer), Taylor Wiederhorn (Chief Development Officer) and Mason Wiederhorn (Chief Brand Officer).

Also on March 19, 2026, all directors of TWNP, other than Patrick Bartels and Neal Goldman, submitted resignations from the Board of Directors of TWNP effective as of such date. The directors resigning from the TWNP board were: Kenneth Anderson, Lynne Collier, David Jobe and Andrew Wiederhorn.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement, dated March 19, 2026
10.2*		Debtor-In-Possession Credit Agreement, dated March 25, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~January~~March 2930, 2026

	FAT Brands Inc.

	By:	/s/ Kenneth J. Kuick
		Kenneth J. Kuick
		Chief Financial Officer

Date: March 30, 2026

	Twin Hospitality Group Inc.

	By:	/s/ Kenneth J. Kuick
		Kenneth J. Kuick
		Chief Financial Officer

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