BT Brands, Inc.

Summary Compensation Table

The following Summary Compensation Table sets forth all compensation earned in all capacities during the 2025 and 2024 fiscal years by our principal executive officer and principal financial officer (the named executive officers). No other officer or employee of the Company received total compensation for either 2024 or 2025, as determined in accordance with Item 402 of Regulation S-K, which exceeded $100,000:

Officer Compensation

In fiscal 2025, the Company paid Gary Copperud, our Chief Executive Officer, an annual base salary of $250,000 pursuant to his employment agreement entered into in July 2022, as described below under “Employment Agreements.” Mr. Copperud did not receive any bonus or equity compensation during fiscal 2025.

During fiscal 2025, the Company paid Kenneth W. Brimmer, our Chief Operating Officer and Financial Officer, an annual base salary of $150,000. Mr. Brimmer did not receive any bonus or equity compensation during fiscal 2025.

Employment Agreement with Gary Copperud

On July 7, 2022, the Company entered into an employment agreement with Mr. Copperud pursuant to which he serves as Chief Executive Officer. The agreement provides for an annual base salary of $250,000, which the Board reviews at least annually. Mr. Copperud is also eligible to receive a yearly bonus at the discretion of the Compensation Committee.

The agreement has an initial term of three years and is automatically renewed for successive one-year periods unless either party provides notice of non-renewal. The Company may terminate the agreement with or without “cause” (as defined in the agreement), and Mr. Copperud may terminate the agreement with or without “good reason” (as defined in the agreement).

If the Company terminates Mr. Copperud’s employment for cause, or if Mr. Copperud resigns without good reason, Mr. Copperud is entitled to receive accrued but unpaid base salary, accrued but unused vacation, and any earned but unpaid bonus, in each case through the date of termination.

If the Company terminates Mr. Copperud’s employment without cause, Mr. Copperud is entitled to receive (i) accrued but unpaid base salary, accrued but unused vacation, and any earned but unpaid bonus through the date of termination, (ii) continued payment of his base salary for 12 months, and (iii) a prorated bonus for the year of termination based on performance through the date of termination. If Mr. Copperud’s employment is terminated due to death or disability (as defined in the agreement), he (or his estate, as applicable) is entitled to receive accrued but unpaid base salary, accrued but unused vacation, and any earned but unpaid bonus, in each case through the date of termination.

If, following a change in control (as defined in the agreement), Mr. Copperud resigns for good reason or the Company terminates his employment other than for cause (or fails to renew the agreement), Mr. Copperud is entitled to receive (i) accrued but unpaid base salary, (ii) accrued but unused vacation, (iii) a lump-sum payment equal to two times the sum of his base salary and bonus for the year in which the termination occurs, and (iv) accelerated vesting treatment for outstanding equity awards as provided in the agreement, including full vesting of unvested stock options and other time-based equity awards, with performance-based awards remaining subject to the applicable performance conditions.

The employment agreement does not provide for any tax gross-up or reimbursement for excise taxes that may be imposed under Sections 280G and 4999 of the Internal Revenue Code. Any such excise taxes, if applicable, would be borne solely by Mr. Copperud.

Compensation Plans

Summary of 2019 Incentive Plan

The principal features of the 2019 Incentive Plan (the “2019 Plan”), as amended by the stockholders at the 2022 annual meeting, are summarized below. The following summary does not purport to be a complete description of all of the provisions of the 2019 Plan. It is qualified in its entirety by referencing the full text of the 2019 Plan, as amended.

Eligibility

Eligibility to participate in the 2019 Plan is limited to our and our affiliates’ employees, officers, directors, and consultants, as determined from time to time by the compensation committee. Incentive stock options may be granted only to employees of the Company or its subsidiaries.

Administration

The board’s Compensation Committee administers the 2019 Plan. The compensation committee reviews and approves (or, if it deems appropriate, recommends modifications to our full board to the 2019 Plan. Subject to the terms of the 2019 Plan, the compensation committee has the authority to (i) grant and amend equity awards, (ii) interpret any provision of the 2019 Plan, any equity award, or any award agreement, and (iii) make all determinations and decisions necessary for the administration of the 2019 Plan. All determinations and decisions by the Compensation Committee under the 2019 Plan are at the Compensation Committee’s sole discretion and are binding. However, the board has retained the right to exercise the compensation committee’s authority to the extent consistent with applicable law and the applicable stock exchange requirements.

Number of Authorized Shares

The 2019 Plan permits the issuance of 1,000,000 shares of common stock upon the grant of awards.

Common stock covered by any unexercised portions of terminated or forfeited options granted under the 2019 Plan (including canceled options), restricted stock or restricted stock units forfeited, other stock-based awards terminated or forfeited as provided under the 2019 Plan, and common stock subject to any awards that are otherwise surrendered may again be subject to new awards under the 2019 Plan. In addition, shares of common stock surrendered to or withheld by the Company in payment or satisfaction of the purchase price of an option or tax withholding obligation with respect to an award are available for the grant of new awards under the 2019 Plan. In the event of the exercise of stock appreciation rights, only the number of shares of common stock issued in payment of such stock appreciation rights shall be charged against the number of shares of common stock available for the grant of awards under the 2019 Plan.

Awards under the 2019 Plan

Awards under the Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock units, performance share or Unit awards, stock bonuses, and other stock-based awards and cash-based incentive awards.

Stock Options. The Plan Administrator may grant a participant the option to purchase our common stock that qualifies as an incentive stock option under Section 422 of the Internal Revenue Code (“incentive stock options”). These options do not qualify as incentive stock options (“non-qualified stock options”) or a combination thereof. The terms and conditions of stock option grants, including the number, exercise price, vesting periods, and other conditions of exercise, will be determined by the Plan administrator. The Plan Administrator, in its discretion, will determine the exercise price for stock options, but non-qualified stock options and incentive stock options may not be less than 100% of the fair market value of one share of our company’s common stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price may not be less than 110% of the fair market value of one share of common stock on the date the stock option is granted. Stock options must be exercised within a period fixed by the Plan administrator that may not exceed ten years from the date of grant, except that in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise period may not exceed five years. At the Plan administrator’s discretion, payment for shares of common stock on the exercise of stock options may be made in cash, shares of our common stock held by the participant or in any other form of consideration acceptable to the Plan administrator (including one or more forms of “cashless” or “net” exercise).

Stock Appreciation Rights. The Plan Administrator may grant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of common stock on the exercise date over the SAR exercise price, times (ii) the number of shares of common stock with respect to which the SAR is exercised. The Plan Administrator will determine the exercise price for a SAR at its discretion, provided that in no event shall the exercise price be less than the fair market value of our common stock on the date of grant.

Restricted Shares and Restricted Units. The Plan Administrator may award a participant shares of common stock subject to specified restrictions (“restricted shares”). Restricted shares are subject to forfeiture if the participant does not meet certain conditions, such as continued employment over a specified forfeiture period and the attainment of specified performance targets over the forfeiture period. The Plan Administrator may also award to a participant Units representing the right to receive shares of common stock in the future, subject to the achievement of one or more goals relating to the participant’s completion of service and to performance or other objectives (“Restricted Units”). The Plan Administrator determines the terms and conditions of restricted shares and restricted unit awards.

Stock Bonuses. Stock bonuses may be granted as additional compensation for service or performance and may be settled in the form of common stock, cash, or a combination thereof, and may be subject to restrictions, which may vest subject to continued service and the achievement of performance conditions.

Performance Awards. The Plan Administrator may grant performance awards to participants under such terms and conditions as the Plan Administrator deems appropriate. A performance award entitles a participant to receive a payment from us based on attaining predetermined performance targets over a specified award period. Performance awards may be paid in cash, shares of common stock, or a combination thereof, as determined by the Plan administrator.

Other Stock-Based Awards. The Plan Administrator may grant equity-based or equity-related awards referred to as “other stock-based awards,” other than options, SARs, restricted shares, Restricted Units, or performance awards. The Plan Administrator will determine the terms and conditions of each stock-based award. Payment under any other stock-based awards will be made in common stock or cash, as determined by the Plan administrator.

Cash-Based Awards. The Plan Administrator may grant cash-based incentive compensation awards, including performance-based annual cash incentive compensation, to covered employees subject to Section 162(m) of the Code. The Plan Administrator will determine the terms and conditions of each cash-based award.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding equity awards to our named executive officers as of December 28, 2025.

Pay Versus Performance

As a smaller reporting company, we are providing the following information pursuant to Item 402(u) of Regulation S-K for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023. This disclosure reflects the relationship between compensation actually paid (“CAP”) to our Principal Executive Officer (“PEO”). Pursuant to Item 402(v), the Company has selected Restaurant-Level EBITDA as its Company-Selected Measure, as management believes this metric best reflects operating performance and aligns with executive compensation decisions.

Pay Versus Performance Table

Equity Award Adjustments to Determine Compensation Actually Paid

The following table summarizes the adjustments made to the PEO’s Summary Compensation Table total in calculating Compensation Actually Paid:

The fair value of restricted stock units was determined based on the closing market price of the Company’s common stock on the applicable measurement date. The fair value of stock options was determined using a Black-Scholes option-pricing model consistent with the methodology and assumptions used for financial reporting under ASC 718. Fair value for purposes of Compensation Actually Paid was measured as of the applicable year-end or vesting date, as required by SEC rules.

No stock awards or option awards were granted to the PEO during fiscal 2024 or fiscal 2025. In addition, the PEO had no pension benefits, and no other items required adjustment under Item 402(u). Accordingly, Compensation Actually Paid to the PEO equals the PEO’s total compensation as reported in the Summary Compensation Table for these years.

Calculation of Compensation Actually Paid

Compensation Actually Paid PEO remained consistent at $250,000 for each year presented. In fiscal 2023, the Summary Compensation Table total included equity awards granted during the year, which are excluded from the calculation of Compensation Actually Paid in accordance with SEC rules. The grant-date fair value of equity awards granted in fiscal 2023 was determined in accordance with ASC 718. The Company does not maintain a defined benefit pension plan; therefore, no pension-related adjustments were required.

Relationship Between Compensation Actually Paid and Net Income

In fiscal 2024, net loss increased significantly, reflecting impairment charges and equity losses. In fiscal 2025, net loss improved substantially due to improved restaurant-level performance and the absence of impairment charges. Compensation Actually Paid remained consistent at $250,000 for each of the years presented.

Relationship Between Compensation Actually Paid and Restaurant-Level EBITDA

Restaurant-level EBITDA increased significantly in fiscal 2025 compared to fiscal 2024, reflecting improved operating performance and cost controls. Although Compensation Actually Paid remained consistent during the periods presented, the Company considers operating performance, including restaurant-level profitability, when evaluating executive compensation. Equity award valuations, when applicable, may fluctuate based on changes in stock price independent of operating results.

Director Compensation

We have not adopted* *a compensation program for members of our board of directors and its committees. We expect that our directors’ compensation will be designed to attract and retain qualified, committed directors and to align their compensation with our stockholders’ long-term interests. Such compensation may consist of cash for meetings attended and options or other awards to purchase our common stock at the fair market value per share on the grant date, both upon joining the board and for each year of service. Such awards will be subject to vesting as determined by the board’s Compensation Committee. Directors who are also executive officers are not entitled to compensation for their service as directors, committee members, or as chair of our board of directors or any committee of our board of directors.

In addition to such compensation, we will reimburse each non-employee director for all pre-approved expenses within 30 days of receiving satisfactory written documentation detailing the expenses incurred by such director. These include reasonable transportation and lodging costs incurred in attending any board of directors meeting.

Upon closing our IPO and listing on The Nasdaq Stock Market in the fourth quarter of 2021, Allan Anderson, Terri Tochihara-Dirks, and Steven Schussler joined our board as non-employee directors. In 2024, Steve Schussler resigned from the Board, and Fred Croci was elected to the board.

At the time of the IPO, we agreed to pay each non-employee director $500 for each board meeting attended and $250 for each committee meeting attended. In addition, we issued to each such person fully vested options to purchase 5,000 shares of common stock under the 2019 Plan, exercisable at $5.00 per share and expiring 10 years after the grant date. In 2024, each non-employee director was granted an option to purchase 5,000 shares of common stock at an exercise price of $1.61 per share, vesting over four years. Upon joining the Board in October 2024, Fred Croci received a similar option grant.

In July 2025, Mr. Croci was granted a one-year option to purchase 7,500 shares of common stock at an exercise price of $1.50 per share, which was vested immediately. At the same time, Allan Anderson and Terri Tochihara-Dirks were each granted one-year options to purchase 2,500 shares of common stock at an exercise price of $1.50 per share, which vested immediately.

The following table sets forth all compensation awarded to, earned by, or paid to our directors for the year ended December 28, 2025. Mr. Copperud and Mr. Brimmer receive no compensation for their roles as directors, and all of their compensation is reported in the Summary Compensation Table above.