fat-20250928

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


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

Commission file number 001-38250

FAT Brands Inc.

(Exact name of registrant as specified in its charter)


Delaware						82-1302696
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

9720 Wilshire Blvd., Suite 500

Beverly Hills, CA 90212

(Address of principal executive offices, including zip code)

(310) 319-1850

(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

FAT

The Nasdaq Stock Market LLC

Class B Common Stock, par value $0.0001 per share

FATBB

The Nasdaq Stock Market LLC

Series B Cumulative Preferred Stock, par value $0.0001 per share

FATBP

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 and post 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	o

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 7, 2025, there were 16,668,520 shares of Class A common stock and 1,270,805 shares of Class B common stock outstanding.

Table of Contents

FAT BRANDS INC.

QUARTERLY REPORT ON FORM 10-Q

September 28, 2025

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION (Unaudited)	3
Item 1.	Condensed Consolidated Financial Statements	3

	FAT Brands Inc. and Subsidiaries:
	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	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

PART II.	OTHER INFORMATION	31
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

SIGNATURE		37

Table of Contents

PART I — FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAT BRANDS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	September 28, 2025		December 29, 2024
			Audited
Assets
Current assets
Cash	$	2,052	$	23,383
Restricted cash	11,965		25,239
Accounts receivable, net	13,986		19,422
Inventory	7,449		8,420
Assets classified as held-for-sale	—		370
Other current assets	13,692		11,200
Total current assets	49,144		88,034
Non-current restricted cash	8,641		18,767
Operating lease right-of-use assets	188,875		198,091
Goodwill	285,337		285,337
Other intangible assets, net	584,004		595,689
Property and equipment, net	87,185		97,390
Other assets	7,440		5,870
Total assets	$	1,210,626	$	1,289,178

Liabilities and Stockholders' Deficit
Liabilities
Current liabilities
Accounts payable	$	47,689	$	38,725
Accrued expenses and other liabilities	88,616		68,084
Deferred income, current portion	2,162		2,275
Accrued advertising	9,177		5,307
Accrued interest payable	38,999		24,837
Dividend payable on preferred shares	8,868		1,389
Liabilities related to assets classified as held-for-sale	—		393
Operating lease liability, current portion	15,359		16,229
Redeemable preferred stock	91,836		91,836
Long-term debt, current portion	1,263,470		49,241


Total current liabilities	1,566,176		298,316

Deferred income, net of current portion	18,331		20,347
Deferred income tax liabilities, net	15,140		13,772
Operating lease liability, net of current portion	198,994		200,132
Long-term debt, net of current portion	2,459		1,208,997
Other liabilities	3,327		3,326
Total liabilities	1,804,427		1,744,890

Commitments and contingencies (Note 13)

Table of Contents

SEC Form 10-Q filed by FAT Brands Inc.