UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2025, FAT Brands Inc. (the “Company”) announced that its Board of Directors (the “Board”) declared a special stock dividend (the “Distribution”) to the Company’s common stockholders of shares of Class A Common Stock (“Twin Common Stock”) of Twin Hospitality Group Inc., the operating unit for the Company’s Twin Peaks and Smokey Bones restaurant brands. The Distribution of shares of Twin Common Stock was completed on January 29, 2025 (the “Distribution Date”). Pursuant to the Distribution, the holders of the Company’s Class A Common Stock (“FAT Common Stock”) received 0.1520207 shares of Twin Common Stock for each share of FAT Common Stock held on the record date. On January 30, 2025, the ex-dividend date for the distribution, NASDAQ adjusted downward the opening trading price of the FAT Common Stock by $2.599553 per share, based on the closing trading price of Twin Common Stock on the Distribution Date. This amount was also used by the Company to reduce the exercise price of its outstanding publicly traded Warrants (FATBW) as of the Distribution Date.
The Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”) provides that, in the event of a spin-off transaction or other change in capitalization by the Company, the Board may authorize an adjustment to outstanding awards under the Plan in such amount that it deems equitable or appropriate in its discretion. On March 18, 2025, the Board and the Compensation Committee approved a reduction in the exercise price of all outstanding stock options under the Plan held by officers, directors and employees on the Distribution Date in an amount equal to $2.599553 per share, with the difference rounded to the nearest whole cent. No cash payments will be made to option holders in connection with the adjustment. The reduction in exercise price is intended to provide an equitable adjustment to holders of stock options as a result of the Company’s payment of the Distribution and the ex-dividend adjustment to the FAT Common Stock, and was made with respect to (i) unvested stock options under the Plan and (ii) vested but unexercised stock options under the Plan on the Distribution Date.
As a result, adjustments were made to the exercise price of stock options held by the Company’s directors and named executive officers in the following amounts:
| Name | Option Grant Date | Option Shares | Original Option Exercise Price | Adjusted Option Exercise Price | ||||||||||
John Allen (Director) | 9/19/2023 | 30,636 | $ | 7.05 | $ | 4.45 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| Donald Berchtold (Director) | 12/10/2018 | 15,318 | $ | 4.80 | $ | 2.20 | ||||||||
| 10/20/2017 | 15,318 | $ | 10.68 | $ | 8.08 | |||||||||
| Tyler Child (Director) | 5/4/2023 | 30,636 | $ | 5.55 | $ | 2.95 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| Lynne Collier (Director) | 12/14/2023 | 30,636 | $ | 5.93 | $ | 3.33 | ||||||||
| 10/11/2022 | 30,636 | $ | 7.04 | $ | 4.44 | |||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| Mark Elenowitz (Director) | 5/4/2023 | 30,636 | $ | 5.55 | $ | 2.95 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| James Ellis (Director) | 9/19/2023 | 30,636 | $ | 7.05 | $ | 4.45 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| Peter Feinstein (Director) | 7/25/2023 | 30,636 | $ | 6.85 | $ | 4.25 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| Matthew Green (Director) | 7/25/2023 | 30,636 | $ | 6.85 | $ | 4.25 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| Kenneth Kuick (Co-CEO and CFO) | 4/26/2023 | 50,000 | $ | 5.37 | $ | 2.77 | ||||||||
| 11/16/2021 | 100,000 | $ | 11.43 | $ | 8.83 | |||||||||
| John Metz (Director) | 7/11/2023 | 30,636 | $ | 6.80 | $ | 4.20 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| Robert Rosen (Co-CEO and Head of Debt Capital Markets) | 4/26/2023 | 400,000 | $ | 5.37 | $ | 2.77 | ||||||||
| 11/16/2021 | 100,000 | $ | 11.43 | $ | 8.83 | |||||||||
| Carmen Vidal (Director) | 10/20/2017 | 5,105 | $ | 10.68 | $ | 8.08 | ||||||||
| 11/16/2021 | 25,000 | $ | 11.43 | $ | 8.83 | |||||||||
| Andrew Wiederhorn (Director) | 12/10/2018 | 15,318 | $ | 4.80 | $ | 2.20 | ||||||||
| 4/17/2024 | 30,636 | $ | 7.10 | $ | 4.50 | |||||||||
| 5/4/2023 | 30,636 | $ | 7.45 | $ | 4.85 | |||||||||
| 10/20/2017 | 15,318 | $ | 10.68 | $ | 8.08 | |||||||||
| 11/16/2021 | 100,000 | $ | 11.43 | $ | 8.83 | |||||||||
| Mason Wiederhorn (Director and | 12/10/2018 | 15,318 | $ | 4.80 | $ | 2.20 | ||||||||
| Chief Brand Officer) | 10/20/2017 | 15,318 | $ | 10.68 | $ | 8.08 | ||||||||
| 11/16/2021 | 75,000 | $ | 11.43 | $ | 8.83 | |||||||||
| Taylor Wiederhorn (Director and Chief | 12/10/2018 | 15,318 | $ | 4.80 | $ | 2.20 | ||||||||
| Development Officer) | 10/20/2017 | 15,318 | $ | 10.68 | $ | 8.08 | ||||||||
| 11/16/2021 | 100,000 | $ | 11.43 | $ | 8.83 | |||||||||
| Thayer Wiederhorn (Director and | 12/10/2018 | 15,318 | $ | 4.80 | $ | 2.20 | ||||||||
| Chief Operating Officer) | 10/20/2017 | 15,318 | $ | 10.68 | $ | 8.08 | ||||||||
| 11/16/2021 | 100,000 | $ | 11.43 | $ | 8.83 | |||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 24, 2025
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||