Form 8-K

8-K — Fat Brands, Inc

Accession: 0001493152-26-019634

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001705012

SIC: 5812 (RETAIL-EATING PLACES)

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

Item: Financial Statements and Exhibits

Documents

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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): April 29, 2026

FAT

Brands Inc.

Twin

Hospitality Group Inc.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-38250

001-42395

82-1302696

99-1232362

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

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

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 ☐

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. ☐

Introductory

Note

previously reported, on January 26, 2026, FAT Brands Inc. (the “Company”) and each of its direct and indirect subsidiaries,

including Twin Hospitality Group Inc. (“TWNP”), commenced voluntary cases under chapter 11 of title 11 of the United

States Code in the United States Bankruptcy Court for the Southern District of Texas under the jointly administered caption of In

re Fat Brands Inc., et al., Case Number 26-90126 (ARP). This Current Report on Form 8-K is being filed jointly by the Company and

TWNP.

Item

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

Certain Officers.

Effective

April 29, 2026, the Company and TWNP each appointed Keshav Lall as its interim Chief Executive Officer, filling in for the former Chief

Executive Officer who remains on a leave of absence pursuant to the Amended and Restated Stipulation and Agreed Order Regarding Mediated

Agreement [Docket No. 472]. Also on such date, Mr. Lall was appointed interim Chief Executive Officer of certain of the direct and

indirect subsidiaries of the Company and TWNP.

Mr.

Lall is a Founding Partner at Uzzi & Lall, a financial advisory firm specializing in helping clients manage acute change, financial

stress and operational disruption. Prior to founding Uzzi & Lall, Mr. Lall was a Senior Managing Director at a financial advisory

firm, where he served as Chief Restructuring Officer for numerous debtors and led creditor-side engagements for prominent global investment

firms and family offices. Earlier in his career, Mr. Lall was the Chairman and CEO of Essar Capital Americas. Mr. Lall began his career

in Deutsche Bank’s M&A division, followed by over a decade of principal investing at Deutsche Bank, Marblegate, Citadel and

Balyasny. Mr. Lall holds a degree from Cornell University in applied economics and business management.

There

are no family relationships between Mr. Lall and any director or officer of the Company, and no arrangements or understandings between

Mr. Lall and any other person pursuant to which he was selected as interim Chief Executive Officer. Mr. Lall is not a party to any current

or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Mr.

Lall was appointed pursuant to a written Engagement Letter (the “Engagement Agreement”) between Uzzi & Lall and

the Company dated April 26, 2026. The Engagement Letter provides that Uzzi & Lall will receive compensation at the rate of $100,000

per month for providing Mr. Lall’s services to the Company.

The

foregoing description of the Engagement Letter does not purport to be complete and is qualified in its entirety by reference to the full

text of the Engagement Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Engagement Letter, dated April 26, 2026, by and between FAT Brands Inc. and Uzzi & Lall.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Date:

April 29, 2026

FAT

Brands Inc.

By:

/s/

John DiDonato

John

DiDonato

Chief

Restructuring Officer

Date:

April 29, 2026

Twin

Hospitality Group Inc.

By:

/s/

John DiDonato

John

DiDonato

Chief

Restructuring Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

115

BROADWAY, 5th FLOOR

NEW

YORK, NY 10006

(732)

675-9503

April

26, 2026

Via

email: jdidonato@hcg.com

John

DiDonato

Chief

Restructuring Officer

FAT

Brands Inc.

c/o

Huron Consulting Group Inc.

1166

Avenue of the Americas, Suite 300

New

York, NY 10036

Dear

John:

is a privilege to welcome FAT Brands Inc. and certain related affiliates (collectively, the “Debtors” or the

“Client”) as a client of Uzzi & Lall, a division of CBMN Advisors LLC (the “Firm,”

“we” or “us”). The purpose of this letter is to confirm the terms and conditions of the

Firm’s engagement (the “Engagement”) by the Client to act on the Client’s behalf in connection

with the services set forth below (the “Matter”). This letter contains the entire agreement between the Firm and

the Client and supersedes any prior agreements between the Client and the Firm.

Services.

The Firm shall make available Keshav Lall to serve as the Debtors’ interim Chief Executive Officer. Without limitation, Mr. Lall’s

duties as Chief Executive Officer shall include:

(a)

advice regarding the sale process;

(b)

advice regarding the implementation of Whistleblower Policy and continued compliance with Governance Settlement;

(c)

advising on chapter 11 plan negotiations, including a UCC settlement and litigation trust issues;

(d)

advising and evaluating potential administrative claims, including continued management of restructuring professional spend and compliance

with DIP Budget; and

(e)

coordinating with the CROs in their overseeing and managing the day-to-day operations of the Client’s business.

the event that additional services of the firm are required, such services will be subject to a further agreement mutually acceptable

to the parties.

CRO.

The Firm acknowledges that the Debtors have appointed John C. DiDonato as Chief Restructuring Officer and Abhimanyu Gupta as Deputy

Chief Restructuring Officer (the “CROs”). The Firm recognizes that the CROs operate independently and may exercise

their own judgment and make decisions within the scope of their mandates, for which the Firm shall bear no responsibility or liability.

Notwithstanding the foregoing, the Firm shall, where reasonably practicable, cooperate with the CROs and coordinate its activities with

them with a view to facilitating an efficient and collaborative restructuring process. For the avoidance of doubt, nothing in this letter

shall be construed as imposing any obligation on the Firm to act under the direction of, or in a manner consistent with the CROs’

decisions where the Firm reasonably determines that to do so would conflict with its own professional judgment or its obligations hereunder.

Cooperation.

The Client understands and agrees that (A) for the Firm to represent the Client effectively, it will be necessary for the CROs to: (1)

participate in meetings, preparation sessions, conference calls, and other activities in connection with the representation; and (2)

provide complete and accurate information to the Firm on a timely basis; and (B) any services provided by the Firm will be limited by

and subject to the CROs’ cooperation with the foregoing.

Fees

and Expenses. The Firm shall charge $100,000 per month for Mr. Lall’s services. Such fees shall be pro rated for the first

month of services and then shall be due and owing on the first day of each month that services are performed.

Certain

out-of-pocket expenses, such as travel, third-party messenger services, computer database searches, and other reasonable and documented

out-of-pocket expenses incurred by the Firm for the Client’s benefit are billed separately from time charges, based on actual use

and at the Firm’s cost.

Testimony

and Testimony Preparation. In the event that any Firm personnel are required to provide testimony (whether by deposition, at trial,

at a hearing, or otherwise) or to engage in preparation for such testimony, the Firm shall, in addition to its standard monthly fee,

be entitled to a daily supplement of $5,000 per individual for each day on which such personnel spend in excess of four (4) hours on

testimony or testimony preparation activities (the “Testimony Supplement”). For the avoidance of doubt, the Testimony

Supplement shall apply regardless of whether testimony is ultimately given.

Billing.

The Firm will bill the Client monthly. Billing for ancillary services may lag because of delays in the receipt of third-party bills and

the posting of accounts. Payments made by wire transfer shall be made to the account set forth in our invoice.

Relationship

of the Parties. The parties intend that an independent contractor relationship will be created by the agreement. As an independent

contractor, the Firm will have complete and exclusive charge of the management and operation of its business, including hiring and paying

the wages and other compensation of all its employees and agents, and paying all bills, expenses and other charges incurred or payable

with respect to the operation of its business. Employees and agents of the Firm will not be entitled to receive from the Client any vacation

pay, sick leave, retirement, pension or social security benefits, workers’

compensation, disability, unemployment insurance benefits or any other employee benefits. The Firm will be responsible for all employment,

withholding, income and other taxes incurred in connection with the operation and conduct of its business.

Certain

Firm personnel providing services hereunder in connection with the Matter may do so as agents under consulting and contract arrangements

with the Firm (each, a “Firm Consultant”). Accordingly, such personnel may provide services directly or indirectly

to entities unrelated to the Firm, including through separate consulting and/or direct employment arrangement relationships with such

other unrelated entities. Any Confidential Information (as defined below) provided to a Firm Consultant in connection with the Matter

is provided to such Firm Consultant solely in their capacity as a Firm Consultant, will be treated as Confidential Information hereunder

and, except as otherwise expressly permitted hereunder, will not be shared or disclosed to any party unrelated to the Firm. For the avoidance

of doubt, the Client shall only be liable to the Firm for the amounts described in the “Fees and Expenses” and “Testimony

and Testimony Preparations” sections of this agreement unless otherwise agreed to by the Client in writing.

his capacity as the CEO, Mr. Lall shall report to the Special Committee of the Client, established by the Unanimous Written Consent dated

January 26, 2026.

The

Firm is not an accounting firm and does not give accounting advice or guidance. While the Firm’s work may involve

analysis of accounting, business and other related records, this Engagement does not constitute an audit in accordance with either

generally accepted auditing standards or the standards of the Public Company Accounting Oversight Board or any other similar

governing body.

The

Firm is not an investment bank or law firm. No services provided under this agreement are intended to be, nor should be construed to

be, investment and/or legal advice and/or investment banking and/or legal services.

Confidentiality.

Each party shall use reasonable efforts, but in no event less effort than it would use to protect its own confidential information, to

keep confidential all non-public confidential or proprietary information obtained from the other party during the performance of the

Firm’s services hereunder (the “Confidential Information”), and neither party will disclose any Confidential

Information to any other person or entity. “Confidential Information” includes the terms of this agreement, non-public confidential

and proprietary data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs,

source or object codes, results, models or any work product relating to the business of either party, its subsidiaries, distributors,

affiliates, vendors, customers, employees, contractors and consultants. The foregoing is not intended to prohibit, nor shall it be construed

as prohibiting, the Firm from making such disclosures of Confidential Information that the Firm reasonably believes are required by law

or any regulatory requirement or authority to clear the Client conflicts. The Firm may also disclose Confidential Information to its

partners, directors, officers, employees, independent contractors and agents who have a need to know the Confidential Information as

it relates to the services being provided under this agreement, provided the Firm is responsible for any breach of these confidentiality

obligations by any such parties. The Firm may make reasonable disclosures of Confidential Information to third parties, such

as the Client’s suppliers and/or vendors, in connection with the performance of the Firm’s obligations and assignments hereunder,

provided the Firm reasonably believes that such third party is bound by confidentiality obligations. In addition, the Firm will have

the right to disclose to any person that it provided services to the Client or its affiliates and a general description of such services,

but shall not provide any other information about its involvement with the Client. The obligations of the parties under this section

“Confidentiality” shall survive the end of any engagement between the parties for a period of one (1) year. The parties acknowledge

and agree that (i) all information (written or oral), including advice and work product generated by the Firm in connection with this

Engagement is intended solely for the benefit and use of the Client in connection with this agreement, and (ii) no such information shall

be used for any other purpose or disseminated to any third parties, or, quoted or referred to with or without attribution to the Firm

at any time in any manner or for any purpose without the Firm’s prior approval (not to be unreasonably withheld or delayed), except

as required by law. The Client may not rely on any draft or interim work product.

Limitation

of Liability. The Firm and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the

“Firm Parties”) shall not be liable to the Client, or any party asserting claims on behalf of the Client, except for

direct damages found in a final determination to be the direct result of the gross negligence, bad faith, fraud, self-dealing or intentional

misconduct of Firm Parties. The Firm Parties shall not be liable for incidental, consequential or special damages, lost profits, lost

data, reputational damages, punitive damages or any other similar damages under any circumstances, even if they have been advised of

the possibility of such damages. The Firm Parties’ aggregate liability, whether in tort, contract, or otherwise, is limited to

the amount of fees paid to the firm for services under this agreement (or if the claim arises from an addendum to this agreement, under

the applicable addendum) (the “Liability Cap”). The Liability Cap is the total limit of the Firm Parties’ aggregate

liability for any and all claims or demands by anyone pursuant to this agreement, including liability to the Client, to any other parties

hereto, and to any others making claims relating to the work performed by the Firm pursuant to this agreement. Any such claimants shall

allocate any amounts payable by the Firm Parties among themselves as appropriate, but if they cannot agree on the allocation it will

not affect the enforceability of the Liability Cap. Under no circumstances shall the aggregate of all such allocations or other claims

against the Firm Parties pursuant to this agreement exceed the Liability Cap. The Firm is not responsible for any third-party products

or services separately procured by the Client. The Client’s sole and exclusive rights and remedies with respect to any such third-party

products or services are against the third-party vendor and not against the Firm, whether or not the Firm is instrumental in procuring

such third-party product or service. The provisions of this section “Limitation of Liability” shall survive termination.

The Liability Cap shall not apply to the indemnification obligations set forth herein.

Indemnification

and Other Matters. The Client shall indemnify, hold harmless and defend Firm Parties from and against all claims, liabilities, losses,

expenses and damages arising out of or in connection with this Engagement, except for any claim arising out of the Firm’s or the

Firm Parties’ gross negligence, willful misconduct, or fraud. The Client shall pay damages and expenses as incurred, including

reasonable legal fees and disbursements of counsel. If, in the opinion of counsel, representing both parties in the matter covered by

this indemnification creates a potential conflict of interest, the Firm Parties may engage separate counsel to represent them at the

Client’s expense. In addition to the above indemnification, Firm employees serving as managers, directors or officers of the Client

or its affiliates will receive the benefit of the most favorable indemnification provisions provided by the Client to its directors,

officers and any equivalently placed employees, whether under the Client’s charter or by-laws, organic documents, by contract or

otherwise. The Client shall specifically include and cover Keshav Lall as CEO of the Client with direct coverage under the Client’s

policies for liability insurance covering its directors and officers (“D&O insurance”). Prior to the Firm accepting

any officer position, the Client shall, at the request of the Firm, provide the Firm a copy of its current D&O insurance policies

and/or binders is policies are not yet available, a certificate(s) of insurance evidencing the policies are in full force and effect,

and a copy of the signed board resolutions and any other documents as the Firm may reasonably request evidencing the appointment and

coverage of the indemnitees. The Client will maintain such D&O insurance coverage for the period through which claims can be made

against such persons; provided that any prepaid runoff or ‘tail’ coverage shall satisfy the Client’s obligations hereunder

to the extent applicable. The Client’s indemnification obligations in this section shall be primary to, and without allocation

against, any similar indemnification obligations that the Firm may offer to its personnel generally, and the Client’s D&O insurance

coverage for the indemnitees shall be specifically primary to any other valid and collectible insurance coverage that may apply to the

indemnitees (whether provided by the Firm or otherwise), in accordance with the terms of the applicable D&O insurance policies. The

provision of this section “Indemnification and other matters” shall survive termination.

Termination

of Representation. The Client may terminate this representation at any time, subject to the payment of any final billings. The Firm

may withdraw from this representation for good cause, on not less than 14 days’ written notice, without the Client’s consent.

Good cause includes but is not limited to: (1) the Client’s failure to cooperate with the Firm, as provided above; (2) the failure

to pay any bill issued by the Firm when due, as provided above; and (3)

any fact or circumstance that would render our continuing representation unlawful or unethical. Any termination of our representation

would be subject to such approval as may be required from any tribunal in which we are appearing on the Client’s behalf. Upon termination,

we will have no duty to take any further action in connection with the Matter.

Our

representation of the Client will conclude when we have completed our services as described in this letter.

Proceedings or Activities. If at any time we are asked to testify (by deposition or otherwise) or respond to a subpoena or other

discovery request as a result of our representation of the Client, or if we must defend the confidentiality of communications in any

proceeding, the Client agrees to pay us for any resulting costs, including for our time, calculated at the hourly rate at the time for

the particular individuals involved, even if our representation of the Client has ended.

Governing

Law. This agreement shall be governed by the internal laws of the State of New York, without regard to choice of law principles.

Any action brought in connection with this agreement (including all such claims, causes of action or other matters) shall be brought

in the United States Bankruptcy Court in which the Client has filed for relief pursuant to chapter 11 of title 11 of the United States

Code, and the parties hereby irrevocably consent to the jurisdiction of such bankruptcy court and waive any objections as to venue or

inconvenient forum. Each party consents to the exclusive jurisdiction of the presiding bankruptcy court in such

proceeding and, to the extent the mandatory provisions of chapter 11 of title 11 of the United States Code apply, then such provisions

shall apply notwithstanding anything to the contrary set forth herein (and the Parties agree not to commence any action relating thereto

except in such courts, and further agree that service of any process, summons, notice or document by U.S. registered mail to the parties’

addresses set forth on the signature page hereto shall be effective service of process for any action brought against the Parties in

any such court).

Construction.

This agreement shall be construed according to its terms and not in favor of, or against, any party as the drafter. This letter

agreement supersedes any prior agreements or understandings, whether written or oral. The parties acknowledge that they are not

relying on any statement, representation, assertion or thing not expressly stated in this letter agreement. This letter

agreement may not be modified except by a further written agreement signed by all parties.

the foregoing accurately reflects our agreement, please confirm that by signing below and returning a copy of this letter to me. By signing

below, the Client agrees that this agreement has been duly executed by the Client or an authorized representative with authority to bind

the Client to the terms of this agreement.

look forward to working with you.

Yours

sincerely,

UZZI

& LALL

By: /s/

Keshav Lall

Keshav

Lall

Accepted

and Agreed:

/s/

John DiDonato

FAT Brands Inc.

Name:

John DiDonato

Title:

Chief Restructuring Officer

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Apr. 29, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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