BT Brands, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended:December 28, 2025

Commission file number:001-41061.

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Securities registered under Section 12(b) of the Exchange Act

Registrant’s telephone number, including area code:(307)274-3055

Securities registered under Section 12(g) of the Exchange Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐ Yes ☒No

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 ☐ No

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.:

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 17(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant has filed a report on an attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes ☒ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.70D-1(b). ☐

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $8,185,783.

At March 27, 2026, there were 6,154,724 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

BASIS OF PRESENTATION

Our fiscal year is 52 or 53 weeks, ending on the Sunday closest to December 31. Most years comprise four 13-week quarters, totaling 52 weeks. Fiscal 2025 was the 52 weeks ending on December 28, 2025, and fiscal 2024 was the 52 weeks ending December 29, 2024. All references to years in this Annual Report on Form 10-K (“Annual Report”) refer to the fiscal years described above.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “estimate,” “continue,” and similar expressions.

Forward-looking statements in this Annual Report include, among others, statements regarding our business strategy, growth plans, operating and financial performance, liquidity and capital resources, capital expenditures, acquisitions and other strategic transactions, pricing strategies, labor availability and costs, food, commodity, and energy costs, supply chain conditions, competition, consumer demand and preferences, seasonality, public health matters, regulatory and legal matters, cybersecurity risks, weather-related events (including hurricanes), and general economic conditions.

This Annual Report also includes forward-looking statements regarding our proposed business combination with Aero Velocity Inc. (the “Aero Transaction”) and the contemplated spin-off of our restaurant operations and related assets into a newly formed entity, BT Group, Inc. These statements include, among others, statements regarding the anticipated timing, structure, benefits, risks, completion, and post-transaction operations, as well as the expected capital structure, ownership, governance, and strategic focus of the combined company and the expected separation and ongoing operations of BT Group, Inc. The Aero Transaction, if completed, is expected to result in substantial dilution to our existing stockholders and a significant shift in voting power and control.

Forward-looking statements are based on our current expectations, estimates, assumptions, and beliefs as of the date of this Annual Report and are subject to significant risks, uncertainties, and other factors, many of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include, but are not limited to: the risk that the Aero Transaction or the contemplated spin-off may not be completed on the anticipated terms or timeline, or at all; the failure to obtain required stockholder, regulatory, or exchange approvals; the occurrence of events that may give rise to termination of the merger agreement; the ability to satisfy closing conditions; the ability to obtain financing on acceptable terms or at all; the ability to realize anticipated benefits of the Aero Transaction or the spin-off; the risks associated with integrating or operating a business outside the restaurant sector; risks related to the expected ownership, governance, and voting control structure of the combined company; risks related to the separation of assets and liabilities and the standalone viability of BT Group, Inc.; and risks related to our restaurant operations, including labor shortages and wage inflation, increases in food, commodity, and energy costs, supply chain disruptions, food safety and public health concerns, adverse weather events and natural disasters, cybersecurity incidents, changes in consumer preferences and discretionary spending, and intense competition in the restaurant industry.

Additional information regarding these and other risks is included under Item 1A, “Risk Factors,” and elsewhere in this Annual Report.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. Except as required by law, we disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise.