8-K
Twin Hospitality Group Inc. (TWNPQ)
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
Dateof Report (Date of earliest event reported): March 27, 2025
TwinHospitality Group Inc.
(Exactname of Registrant as Specified in Its Charter)
| Delaware | 001-42395 | 99-1232362 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 5151 Belt Line Road, Suite 1200<br><br> <br>Dallas, TX | 75254 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’sTelephone Number, Including Area Code: (972) 941-3150
NotApplicable
(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> 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. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On March 27, 2025, Joseph Hummel resigned as Chief Executive Officer of Twin Hospitality Group Inc. (the “Company”) and Clay Mingus resigned as Chief Legal Officer of the Company, effective April 10, 2025.
In connection with these actions, on March 28, 2025, the Board of Directors removed Mr. Hummel as a Director of the Company, and appointed Kenneth Kuick, the Company’s current Chief Financial Officer, as Interim Chief Executive Officer of the Company, effective upon Mr. Hummel’s departure.
There are no changes to Mr. Kuick’s existing compensation arrangements in connection with his agreement to serve as the Interim Chief Executive Officer of the Company. Such compensation arrangements were previously disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025. Mr. Kuick’s biographical information is also set forth in the Company’s Annual Report on Form 10-K.
There are no family relationships between Mr. Kuick and any Company director or executive officer, and no arrangements or understandings between Mr. Kuick and any other person pursuant to which he was selected as Interim Chief Executive Officer. Mr. Kuick 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.
Item 7.01Regulation FD Disclosure.
On March 31, 2025, the Company issued a press release regarding the matters discussed above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the information contained therein is incorporated by reference into this Item 7.01.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated March 31, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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:<br> March 31, 2025 | /s/ Kenneth J. Kuick |
| Kenneth<br> J. Kuick | |
| Chief<br> Financial Officer |
Exhibit 99.1
| PRESS RELEASE |
|---|
Twin Hospitality Group Announces Leadership Transition
KenKuick Named Interim Chief Executive Officer
DALLAS(March 31, 2025) – Twin Hospitality Group Inc. (Nasdaq: TWNP), the parent company of Twin Peaks Restaurant, today announces the resignation of Joe Hummel, Chief Executive Officer, and Clay Mingus, Chief Legal Officer, who are pursuing other opportunities. The date of their departures will be effective April 10, 2025. Ken Kuick, Chief Financial Officer, has been appointed Interim Chief Executive Officer and Allen Sussman, General Counsel of FAT Brands Inc., has been appointed Interim Chief Legal Officer.
“We would like to thank Joe and Clay for all that they have done for Twin Peaks over the last 14 years,” said Ken Kuick,” CFO of Twin Hospitality Group. “Starting on the franchisee side of Twin Peaks together and then taking on leadership roles at Twin Peaks and now Twin Hospitality Group, they helped pave the way for the IPO.”
Kuick continued, “We will carry the torch forward, having already opened two new lodges in 2025 and targeting approximately seven to nine additional units this year, while building on our robust over 100-unit development pipeline.”
“It has been an incredible journey with Twin Peaks—one filled with growth milestones, an IPO and the most dedicated team out there,” said Joe Hummel, CEO of Twin Hospitality Group. “While the time has come to begin a new chapter in my career, I look forward to continuing to watch Twin Peaks stand in a category of its own, providing an unmatched sports lodge experience.”
TwinHospitality Group Inc.
Twin Hospitality Group Inc. is a restaurant company that strategically develops and operates specialty casual dining restaurant concepts with a goal to redefine the casual dining category with its experiential driven brands. For more information, visit https://ir.twinpeaksrestaurant.com/.
AboutTwin Peaks
Founded in 2005 in the Dallas suburb of Lewisville, Twin Peaks has 116 locations in the U.S. and Mexico. Twin Peaks is the ultimate sports lodge featuring made-from-scratch food and the coldest beer in the business, surrounded by scenic views and wall-to-wall TVs. At every Twin Peaks, guests are immediately welcomed by a friendly Twin Peaks Girl and served up a menu made for MVPs. From its smashed and seared-to-order burgers to its in-house smoked brisket and wings, guests can expect menu items that satisfy every appetite. To learn more about franchise opportunities, visit twinpeaksfranchise.com. For more information, visit twinpeaksrestaurant.com.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the timing and performance of new store openings. Forward-looking statements reflect the expectations of management concerning the future and are subject to significant business, economic and competitive risks, uncertainties, and contingencies. These factors are difficult to predict and beyond our control and could cause our actual results to differ materially from those expressed or implied in such forward-looking statements. We refer you to the documents that are filed from time to time by Twin Hospitality Group Inc. with the Securities and Exchange Commission, such as its Registration Statement on Form 10 and reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other factors. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.
InvestorRelations:
ICR
Michelle Michalski
ir@twinpeaksrestaurant.com
MediaRelations:
Destinee Rollins
destinee.rollins@tprest.com
972-342-5902