BT Brands, Inc. 10-K

Item 9A. Controls and Procedures. (a) DISCLOSURE CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. No matter how well conceived and operated, a control system can provide only reasonable, not absolute, assurance that its objectives are met. As of December 28, 2025, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on the evaluation of our disclosure controls and procedures, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 28, 2025, due to the material weaknesses in our internal control over financial reporting described below. In light of this, our management has conducted additional analysis. It has been concluded that, notwithstanding these material weaknesses in our internal controls over financial reporting, the consolidated financial statements for the periods covered by and including this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP. (b) REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(f) of the Exchange Act. The Company has designed internal controls to provide reasonable, but not absolute, assurance that financial statements are prepared in accordance with U.S. GAAP. The Company assesses the effectiveness of internal controls based on the criteria set forth in the 2013 Internal Control-Integrated Framework developed by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this evaluation, management has concluded that, as of December 28, 2025, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below. (c) MATERIAL WEAKNESS IN INTERNAL CONTROL OVER FINANCIAL REPORTING As of December 28, 2025, management identified a material weakness that originated in fiscal year 2022 and continues to affect its design of controls over the accounting and reporting of significant, nonrecurring events and complex transactions. This material weakness could result in a misstatement of account balances or disclosures that would result in a material misstatement of the annual or interim financial statements, which would not be prevented or detected. (d) REMEDIATION PLAN The Company has an ongoing improvement and remediation plan for the identified material weakness. In the future, transactions that are considered complex may require the Company to engage experts to assist with accounting for significant non-recurring events and complex transactions. The remediation actions are subject to ongoing review by senior management and oversight by the Audit Committee. The Company will not be able to conclude whether the steps to be taken will fully remediate the material weaknesses in internal controls over financial reporting until remediation efforts are completed, tested, and evaluated for effectiveness. 59 Table of Contents (e) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING In addition to the matters discussed previously, the Company has considered engaging consultants as an extension of management to assist with accounting for acquisitions. Except for the items described above, there were no other changes in the Company’s internal control over financial reporting during our fiscal year ended December 28, 2025, that have materially affected or are reasonably likely to affect our internal control over financial reporting materially. Item 9B. Other Information. Insider Trading Arrangements During the registrant’s last fiscal quarter, no director or officer (as defined in Rule 16a-1(f)) adopted, modified, or terminated (i) any contract, instruction, or written plan for the purchase or sale of the registrant’s securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”), or (ii) any “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. Item 10. Directors, Executive Officers, and Corporate Governance. The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report: Name Age Position Executive Officers and Directors: Gary Copperud 68 Chief Executive Officer and Chairman Kenneth Brimmer 70 Chief Operating Officer and Chief Financial Officer Allan Anderson 72 Director Terri Tochihara-Dirks 64 Director Fred Croci 78 Director Background Information about our Officers and Directors Gary Copperud has served as the Company’s Chief Executive Officer and a director since July 31, 2018, and Chairman since 2025. He was a founding member of the predecessor to BT Brands in 2007. Mr. Copperud was a founding shareholder of Next Gen Ice, Inc., now NGI Corporation. Since April 1, 2025, he served as the chairman of its board of directors. Mr. Copperud has served as CEO and a director of Bagger Dave’s Burger Tavern since June 2022. Mr. Copperud is self-employed in real estate investment and development. We believe Mr. Copperud’s tenure with Burger Time and prior experience as a member of the board of directors of a public company qualify him to serve on our board of directors. Kenneth Brimmer has served as the Chief Operating Officer and Principal Accounting Officer since July 31, 2018, and was Chairman until April 1, 2025. Since October 2019, Mr. Brimmer has been a member of NGI Corporation’s board of directors and currently serves as Chief Financial Officer. Since June 2022, Mr. Brimmer has served as Chairman, COO, and Chief Financial Officer of Bagger Dave’s Burger Tavern, Inc. Mr. Brimmer has extensive experience with early-stage and rapidly growing businesses, having served as President, Chief Executive Officer, director, and Audit Committee Chairman at several public and private companies. Mr. Brimmer is the CEO of privately held Brimmer Company, LLC, which has provided consulting management services to BT Brands and NGI Corporation, Inc. Mr. Brimmer was a member of the board of directors of Landry’s Restaurants from June 2004 until April 2017 and served on the Audit and Compliance Committee of its Golden Nugget New Jersey Casino subsidiary. Previously, he was President of Rainforest Cafe, Inc., which grew from a start-up to more than 6,000 employees from April 1997 to April 2000, and he served as Treasurer from its inception in 1995 to April 2000. During the time Mr. Brimmer served as Treasurer of Rainforest Cafe, it raised over $200 million through a combination of private and public stock offerings. Mr. Brimmer holds a degree in accounting from Saint John’s University, Collegeville, Minnesota and worked as a certified public accountant (inactive) in Arthur Andersen & Co.’s audit division from 1977 through 1981. We believe Mr. Brimmer’s extensive career as a business executive, particularly his service as the chief operating officer of a major restaurant chain, qualifies him to serve on our board of directors. 60 Table of Contents Allan Anderson joined our board of directors as an independent director and has served as the chairman of our audit committee since our November 12, 2021, initial public offering. Mr. Anderson founded privately held ReliaFund Inc., for which he has served in various executive capacities. ReliaFund provides electronic payment processing and reporting services for small businesses. From 1975 to 1984, Mr. Anderson was employed as an Audit Manager in Arthur Andersen & Co.’s Audit Division. Mr. Anderson has served as a chief financial officer (or equivalent) for several private companies. He previously served as an independent member of the board of directors of the publicly traded STEN Corporation, including serving as Chairman of its Audit Committee. STEN Corporation is the entity from which the Company purchased its restaurant assets in 2007. Messrs. Copperud and Brimmer were also directors of STEN. Mr. Anderson holds a Bachelor of Arts degree in accounting from Southwest State University and was formerly licensed as a certified public accountant, which is now inactive. We believe Mr. Anderson is qualified to serve on our board of directors and as chair of our audit committee due to his education, accounting and audit experience, and service as chief financial officer at several companies. Terri Tochihara-Dirks joined our board of directors as an independent director, serves as chair of our compensation committee, and is a member of the audit committee, effective as of our November 12, 2021, initial public offering. Since 2008, Ms. Tochihara-Dirks has been the co-owner, with her husband, of The Oberon Assisted Living, a privately held healthcare community in Arvada, Colorado. Her responsibilities include operations and infection prevention. From 1986 to 2006, she held various positions at AT&T, retiring as the Mountain States Region Vice President of Sales. Ms. Tochihara-Dirks has served on several not-for-profit Boards of Directors, including the Denver Chamber of Commerce and Denver Junior Achievement. Ms. Tochihara-Dirks is qualified to serve on our board, as chair of the compensation committee, and as a member of our audit committee due to her broad business experience, including operating her own business and serving as an executive at a multinational corporation. Fred Croci has been a director and member of our Audit Committee and Compensation Committee since October 25, 2025. Since 2017, Mr. Croci has owned and managed Commercial Brokers Alliance, LLC, a real estate brokerage and consulting firm located in Fort Collins, Colorado. Mr. Croci is also Managing Broker of Commercial Broker’s Alliance NOCO, LLC, a commercial brokerage firm. He has worked in the real estate industry for more than 50 years and has owned and operated seven restaurants. While owning and operating commercial real estate brokerage firms, he has also been involved in project development, construction, management, property rehabilitation and commercial remodels, single-family and multifamily housing projects and subdivisions, self-storage and commercial new construction, property management and maintenance, fee-based client consulting and investment counseling. We believe that Mr. Croci is qualified to serve on our board, given his decades of real estate experience and his successful ownership and management of food and beverage operations. Term of Office All our directors will hold office until their successors have been elected and qualified, or appointed, or until the earlier of their death, resignation, or removal. Executive officers are appointed and serve at the board of directors’ discretion. Family Relationships There are no family relationships among our directors or officers. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers, and ten percent stockholders to file initial reports of ownership and announcements of changes in ownership of our common stock with the SEC. Directors, executive officers, and ten percent of stockholders must also furnish us with copies of all Section 16(a) forms they file. Based upon a review of these filings, we believe all required Section 16(a) reports were made during 2025. Board Composition Our bylaws provide that the size of our board of directors will be determined from time to time by the resolution of our board of directors. Currently, our board comprises five members, three of whom qualify as “independent” directors under any applicable standard. Election of Directors Our bylaws provide that a majority of our stockholders will elect a member of our board of directors. 61 Table of Contents Independence of our Board of Directors and Board Committees Rule 5605 of the NASDAQ Listing Rules requires a majority of a listed Company’s board of directors to be comprised of “independent directors,” as defined in such rule, subject to specified exceptions. In addition, the NASDAQ Listing Rules require that, subject to limited exceptions, each member of a listed company’s audit, compensation and nominating committees be independent as defined under the NASDAQ Listing Rules; audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act; and compensation committee members also satisfy an additional independence test for compensation committee members under the NASDAQ Listing Rules. If a listed company does not have a nominating committee, as permissible under NASDAQ Listing Rules, director nominees must either be selected or recommended for the board’s selection by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate. Our board of directors has evaluated the independence of its members in accordance with NASDAQ and SEC rules. Applying these standards, our board of directors determined that Mr. Anderson, Ms. Tochihara-Dirks, and Mr. Croci are “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. The other seated directors will not be considered independent because each is an officer of the Company. Leadership Structure of the Board Our bylaws provide our board of directors with the flexibility to combine or separate the positions of Chairman of our board of directors and Chief Executive Officer, in accordance with its determination that either structure would be in the Company’s best interests. The board of directors currently combines the roles of Chief Executive Officer and Chairman of the board of directors. The board believes that this leadership structure promotes unified leadership and direction for the Company and facilitates effective execution of its strategic initiatives. In this combined role, the Chief Executive Officer and Chairman is responsible for setting the strategic direction of the Company, overseeing its day-to-day operations, presiding over meetings of the board of directors, setting board agendas, and facilitating communication between management and the board. The board of directors continues to believe that it should maintain the flexibility to determine the appropriate leadership structure based on the Company’s needs and the best interests of its stockholders. Accordingly, the board may determine in the future to separate or combine the roles of Chief Executive Officer and Chairman of the board of directors. Role of the Board in Risk Oversight Process Our board of directors has oversight responsibility for the risk management process. The board of directors exercises its oversight function through committees, retaining responsibility for overall risk oversight. The committee chairs will be responsible for reporting findings regarding material risk exposure to the board of directors as quickly as possible. The board of directors delegates to the audit committee oversight responsibility to review our code of ethics, including whether the code of ethics is successful in preventing illegal or improper conduct, and our management’s risk assessments and management financial risk management policies, including the policies and guidelines used by management to identify, assess and manage our exposure to financial risk. Our compensation committee assesses and monitors any significant compensation-related risk exposure and the steps management should take to monitor or mitigate such exposure. Board Committees To assist it in performing its duties, the board of directors has delegated certain authority to an Audit Committee and a Compensation Committee. Each of these committees has adopted a written charter that satisfies the applicable standards of the SEC and the NASDAQ Listing Rules, which are posted on the investor relations section of our website. In addition, as permitted by the Nasdaq Listing Rule, the independent directors on our board will fulfill the responsibilities of a nominating and corporate governance committee. The composition and duties of each committee are described below. Members will serve on committees until their resignation or otherwise determined by our board of directors. 62 Table of Contents The following table sets forth the members of each board committee as of December 28, 2025, and the number of meetings held by the board and committees during our year ended December 28, 2025: Director Board of Directors Audit Committee Compensation Committee Gary Copperud X Kenneth Brimmer X Allan Anderson X Chair X Terri Tochihara-Dirks X X Chair Fred Croci X X X Number of meetings held 6 2 0 The primary functions of each committee of the board are described below: Audit Committee Our audit committee comprises Mr. Anderson, Ms. Tochihara-Dirks, and Mr. Croci. Our board of directors has determined that all of the members of the Audit Committee are “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. Mr. Anderson is the chair of the audit committee. Our board of directors has determined that Mr. Anderson qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules. Our independent registered public accounting firm and management periodically met privately with our audit committee four times during 2025. Our audit committee assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. Under its charter, our audit committee is responsible for, among other things: · selecting, retaining, and replacing independent auditors and evaluating their qualifications, independence, and performance; · reviewing and approving the scope of the annual audit and audit fees; · discussing with management and independent auditors the results of the annual audit and review of quarterly financial statements; · reviewing the adequacy and effectiveness of internal control policies and procedures; · approving the retention of independent auditors to perform any proposed permissible non-audit services; · overseeing internal audit functions and annually reviewing audit committee charter and committee performance; · Preparing the audit committee report that the SEC requires in our annual proxy statement; and · Reviewing and evaluating the Audit Committee’s performance, including compliance with its charter. Compensation Committee Our compensation committee comprises Ms. Tochihara-Dirks, Mr. Croci and Mr. Anderson. Ms. Tochihara-Dirks is the chair of the compensation committee. Our board of directors has determined that Ms. Tochihara-Dirks and Mr. Anderson are independent as defined under the NASDAQ Listing Rules and satisfy NASDAQ’s additional independence standards for compensation committee members. In addition, both Ms. Tochihara-Dirks and Mr. Anderson are non-employee directors within the meaning of Rule 16b-3 under the Exchange Act and outside directors as defined by Section 162(m) of the Internal Revenue Code. 63 Table of Contents Our compensation committee assists our board of directors in discharging its responsibilities relating to the compensation of our executive officers. Under its charter, our compensation committee is responsible for, among other things: · recommending to our board of directors for approval of compensation and benefit plans; · reviewing and approving goals and objectives annually to serve as the basis for the CEO’s and COO’s compensation, evaluating performance and determining executive compensation; · retaining or obtaining the advice of a compensation consultant, outside legal counsel, or other advisors; · approving any grants of stock options, restricted stock, performance shares, stock appreciation rights, and other equity-based incentives to the extent provided under our equity compensation plans; · making recommendations to our board of directors regarding the compensation of non-employee directors; and · reviewing and evaluating the compensation committee’s performance, including compliance with its charter. Board and Committee Meetings During 2025, our board of directors held six meetings via video conference. Each director attended at least 75% of the aggregate number of meetings of the board of directors and meetings of the committees of the board of directors on which they serve. In addition, our board of directors acted unanimously with written consent on five occasions. During 2025, the Audit Committee met two times and the Compensation Committee did not meet. Our independent directors meet in executive sessions without management at least quarterly. All directors participated in such meetings through the use of electronic transmission. During 2025, each member of the Board of Directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board of Directors on which such person served (during the periods that such person served). Code of Ethics We have adopted a Code of Ethics and Business Conduct applicable to our directors, officers, and employees, in accordance with Section 406 of the Sarbanes-Oxley Act, the rules of the SEC promulgated thereunder, and the Nasdaq Listing Rules. You can review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics and Business Conduct will be provided without charge upon request. If we make any amendments to our Code of Ethics and Business Conduct other than technical, administrative, or other non-substantive amendments or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics and Business Conduct applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K. We also intend to post any amendments to our Code of Ethics and Business Conduct, or waivers of its requirements, on our website at www.itsburgertime.com. Insider Trading Policy On March 14, 2025 we adopted an Insider Trading Policy that sets forth restrictions on trading in our securities and prohibits all of our directors, officers and certain employees, as well as any other person having access or potential access to material information, from entering into any purchases, sales, giving away or otherwise trading the Company’s securities while in possession of material nonpublic information about the Company or providing that information to others outside the Company, entering into hedging or monetization transactions or similar arrangements with respect to the Company’s securities; short sales; and puts, calls or other derivative securities on the Company’s securities, unless advance approval is obtained from the Company’s Chief Operating Officer. Additionally, a director, officer, or certain employee may not hold Company securities in a margin account or pledge Company securities as collateral for a loan, unless advance approval is obtained from the Company’s Chief Operating Officer. This policy also applies to the foregoing persons’ family members and friends. This policy was adopted to promote compliance with federal securities laws and applicable Nasdaq requirements. Our Insider Trading Policy allows for purchases or sales of Company securities made in compliance with a written plan that meets the requirements of Rule 10b5-1 of the Exchange Act, and sets forth the applicable trading window periods where directors and designated employees can trade in the Company’s securities. Clawback Policy In March 2025, our Board adopted a Clawback Policy applicable to all current and former executive officers. Under the Clawback Policy, if we are required to prepare an accounting restatement, we are required to recover from any current or former executive officers’ incentive-based compensation that was erroneously awarded during the three years preceding the date such a restatement was needed. Incentive compensation includes any annual bonuses and other short- and long-term cash incentives; stock options; stock appreciation rights; restricted stock; restricted stock units and performance shares; provided that such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure. The recoverable amount is the amount of incentive-based compensation received in excess of the amount that otherwise would have been received had it been determined based on the restated financial measure. The Board will determine the method for recouping incentive compensation hereunder which may include, requiring reimbursement of cash incentive compensation previously paid; seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; cancelling outstanding vested or unvested equity awards; and/or taking any other remedial and recovery action permitted by law, as determined by the Board. 64 Table of Contents Certain Legal Proceedings None of the Company’s directors or executive officers have been involved, in the past ten years and in a manner material to an evaluation of such director’s or officer’s ability or integrity to serve as a director or executive officer in any of those “Certain Legal Proceedings” more fully detailed in Item 401(f) of Regulation S-K, which include but are not limited to, bankruptcies, criminal convictions and an adjudication finding that an individual violated federal or state securities laws. Limitation of liability and indemnification matters Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Wyoming law. Consequently, our directors will not be personally liable to our stockholders or us for monetary damages for any breach of fiduciary duties as directors, except for liability for: · Any act or omission that involves intentional misconduct, fraud, or a knowing violation of law; or · any unlawful payment of distributions in violation of the Wyoming Business Corporation Act. Each of our articles of incorporation and bylaws provides that the Company is required to indemnify our directors and officers, in each case, to the fullest extent permitted by Wyoming law. Our bylaws also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding and permit us to secure insurance on behalf of any officer, director, employee, or another agent for any liability arising out of their actions in that capacity regardless of whether we would otherwise be permitted to indemnify them under Wyoming law. We have entered into, and expect to continue to enter into, indemnification agreements with our directors, executive officers, and other employees, as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding. We believe these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance. The limitation-of-liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing lawsuits against our directors and officers for breach of fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit our stockholders and us. Further, a stockholder’s investment may be adversely affected to the extent we pay settlement costs and damages. Item 11. Executive Compensation. 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 $100,000: Name and Principal Position Year Salary ($) Stock Awards ($) Option Awards ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Gary Copperud, Chief Executive Officer 2025 $ 250,000 - - - - $ 250,000 2024 $ 250,000 - - - - $ 250,000 Kenneth W. Brimmer, Chief Operating Officer and Chief Financial Officer 2025 $ 150,000 - - - - $ 150,000 2024 $ 150,000 - - - - $ 150,000 65 Table of Contents 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. 66 Table of Contents 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. 67 Table of Contents 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. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable (1) Option Exercise Price Option Expiration Date Number of Shares of Stock not Vested Market Value of Shares not Vested Gary Copperud, Chief Executive Officer 80,000 20,000 $ 2.50 2/9/32 0 0 Kenneth W. Brimmer, Chief Operating Officer and Chief Financial Officer 60,000 15,000 $ 2.50 2/9/32 0 0 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 Year SCT Total for PEO Compensation Actually Paid to PEO Net Income (Loss) Restaurant-Level EBITDA 2025 $ 250,000 $ 250,000 $ (687,839 ) $ 1,720,909 2024 $ 250,000 $ 250,000 $ (2,311,208 ) $ 723,828 2023 $ 377,840 $ 250,000 $ (887,368 ) $ 866,524 68 Table of Contents 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: Year Grant-Date Fair Value of Equity Awards Granted During Year (SCT) Value at Year- End of Awards Granted During Year Change in Fair Value of Prior Unvested Awards Total Equity Adjustment 2025 $ 0 $ 0 $ 0 $ 0 2024 $ 0 $ 0 $ 0 $ 0 2023 $ 127,840 $ 0 $ 0 $ 127,840 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. 69 Table of Contents 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 $1.50 per share, which vested immediately. The following table sets forth all compensation awarded to, earned by, or paid to our directors for the year ended December 28, 2025. Mr. Copperud and Mr. Brimmer receive no compensation for their roles as directors, and all of their compensation is reported in the Summary Compensation Table above. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards 1 ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Allan Anderson 4,250 - 837 - - - 5,087 Terri Tochihara-Dirks 3,750 - 837 - - - 4,587 Fred Croci 3,500 - 2,511 - - - 6,011 Total 11,500 - 4,185 - - - 15,685 1 Reflects the full grant date fair value of the options granted to directors in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the number of shares of and percent of our common stock beneficially owned as of March 27, 2026, by (i) each person (or group of affiliated persons) whom we know to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director and executive officer, and (iii) all of our directors and executive officers as a group. The percentage of shares beneficially owned is computed based on 6,154,724 shares of our common stock outstanding as of March 27, 2026. We have determined beneficial ownership in accordance with SEC rules. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such securities. In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 27, 2026. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. 70 Table of Contents Unless otherwise indicated, the address of each person listed below is c/o BT Brands, Inc., 10501 Wayzata Blvd, Suite 102, Minnetonka, Minnesota 55305. Name of Beneficial Owner Number of Shares Percentage Officers and Directors Gary Copperud (1)(2) 1,196,923 19.12 % Kenneth Brimmer (3) 155,000 2.49 % Allan Anderson (4) 10,500 * Terri Tochihara-Dirks (5) 10,500 * Fred Croci (6) 20,500 * Total for all Officers and Directors 1,383,423 21.71 % 5% Stockholders Sally Copperud (1) 420,000 6.82 % Jeff Zinnecker 574,634 9.34 % __________ * Less than 1%. (1) Gary Copperud and Sally Copperud are husband and wife. Each such person disclaims beneficial ownership of the other’s shares of common stock. (2) Includes (i) 1,091,923 shares of common stock, (ii) warrants to purchase up to 5,000 shares of common stock acquired by this individual in the IPO, and (iii) options to purchase up to 100,000 shares of common stock at a price of $2.58 per share. Does not include 150,000 shares of common stock that would become issuable to Mr. Copperud pursuant to an incentive share arrangement approved on February 27, 2024, under which such shares may be granted only if (and when) the Company’s common stock reaches a closing price of $8.50 per share for 20 consecutive trading days while the Company’s publicly traded warrants remain outstanding. As of March 29, 2026, this condition had not been satisfied and no shares had been issued or were issuable under the arrangement. (3) Includes (i) 80,000 shares of common stock owned by Brimmer Company, LLC, an affiliate of Mr. Brimmer, and (ii) options to purchase up to 75,000 shares of common stock at a price of $2.58 per share. Does not include 100,000 shares of common stock that would become issuable to Mr. Brimmer pursuant to an incentive share arrangement approved on February 27, 2024, under which such shares may be granted only if (and when) the Company’s common stock reaches a closing price of $8.50 per share for 20 consecutive trading days while the Company’s publicly traded warrants remain outstanding. As of March 29, 2026, this condition had not been satisfied, and no shares had been issued or were issuable under the arrangement. (4) Includes options to purchase up to 10,500 shares of common stock at exercise prices ranging from $1.50 to $5.00 per share that have vested or will vest within 60 days of the date of this Report; excludes options to purchase up to 3,000 shares of common stock at an exercise price of $1.61 per share that vest over the three years following the date of this Report. (5) Includes options to purchase up to 10,500 shares of common stock at exercise prices ranging from $1.50 to $5.00 per share that have vested or will vest within 60 days of the date of this Report; excludes options to purchase up to 3,000 shares of common stock at an exercise price of $1.61 per share that vest over the three years following the date of this Report. (6) Includes (i) 4,000 shares of common stock purchased in the IPO, (ii) warrants to purchase up to 4,000 shares of common stock acquired in the IPO, and (iii) options to purchase up to 12,500 shares of common stock at prices ranging from $1.50 to $1.61. Item 13. Certain Relationships and Related Transactions, and Director Independence. Policies and Procedures for Transactions with Related Parties Our board of directors has adopted a policy and procedures governing the review, approval, and ratification of transactions between the Company and related parties (the “Related-Party Transaction Policy”). Under this policy, any Related-Party Transaction (as defined below) must be reported to the chair of the board of directors’ audit committee. The audit committee reviews the material facts of each proposed transaction and determines whether to approve or ratify the transaction. 71 Table of Contents For purposes of the policy, a “Related-Party Transaction” is any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company, including any of its subsidiaries, was, is, or will be a participant, the amount involved exceeds $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any Related Party has or will have a direct or indirect material interest. A “Related Party” includes any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, executive officer, or nominee for director; any person known to be the beneficial owner of more than five percent of the Company’s common stock; any immediate family member of any of the foregoing persons; and any entity in which any of the foregoing persons is a general partner or has a beneficial ownership interest of 10% or more. Transactions with Related Parties The following describes transactions since January 3, 2021, and currently proposed transactions, in which the Company was or is a participant, the amount involved exceeded the applicable threshold under our Related-Party Transaction Policy, and in which any director, executive officer, holder of more than five percent of the Company’s capital stock, or any immediate family member or affiliate of such persons had or will have a direct or indirect material interest. Mortgage Guarantees In connection with the refinancing of the Company’s mortgage debt in June 2021, Gary Copperud, the Company’s Chief Executive Officer and Chairman, personally guaranteed the promissory notes evidencing loans secured by certain of the Company’s real properties. NGI Corporation From 2019 through 2025, the Company made a series of equity investments and loans to NGI Corporation (“NGI”). The aggregate carrying value of the Company’s equity investment in NGI was $304,000. Based on NGI’s recurring operating losses, its need for continued external financing to sustain operations, and the absence of observable market transactions supporting the carrying value of the Company’s minority investment, management determined that the investment was impaired. Accordingly, during fiscal 2025, the Company recorded an impairment charge of $304,000, fully writing down its equity investment in NGI. Gary Copperud, the Company’s Chief Executive Officer, served as Chairman of NGI’s board of directors from its inception until his resignation on April 1, 2025. Kenneth Brimmer, the Company’s Chief Operating Officer, is a member of NGI’s board of directors and serves as its Chief Financial Officer. In addition to its equity investment, the Company provided loans and advances to NGI pursuant to loan agreements granting the Company a senior secured interest in substantially all of NGI’s assets. Effective December 26, 2025, the Company exercised its rights under these agreements and foreclosed on collateral securing the loans. As a result of the foreclosure, the Company took possession of NGI’s remaining inventory of Disney-licensed aluminum water bottles (the “Bottle Inventory”). Prior to the foreclosure, the Company owned bottle inventory with a carrying value of $380,861. At the time of foreclosure, outstanding loans to NGI totaling $409,857, including $359,221 under a senior secured note acquired from a third-party lender, were satisfied through the foreclosure rights included in that note, resulting in BT Brands securing ownership of the Bottle Inventory. As of December 28, 2025, the Company held Bottle Inventory with an aggregate carrying value of approximately $574,000 after adjustment to reduce to the estimated net realizable value, representing approximately 850,000 bottles. Bagger Dave’s Burger Tavern, Inc. Certain officers of the Company also serve as officers and directors of Bagger Dave’s Burger Tavern, Inc. (“Bagger Dave’s”). The Company owns approximately 40.7% of the outstanding shares of Bagger Dave’s and accounts for its investment under the equity method of accounting. During fiscal 2025, the Company’s officers received no compensation from Bagger Dave’s, and there were no intercompany transactions between the Company and Bagger Dave’s. 72 Table of Contents Indemnification of Officers and Directors Our articles of incorporation and amended bylaws provide that the Company will indemnify each of our directors and officers to the fullest extent permitted by the Wyoming Business Corporation Act. Further, we intend to enter into indemnification agreements with each of our directors and officers. We have purchased a policy of directors’ and officers’ liability insurance that covers our directors and officers for the costs of defense, settlement, or payment of a judgment under certain circumstances. For further information, see “Executive Compensation—Limitations of Liability and Indemnification Matters.” To the best of our knowledge, during the past two fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions to which we were or are to be a party, in which the amount involved exceeds the lesser of (A) $120,000 or (B) one percent of our average total assets at year-end for the last two completed fiscal years, and in which any director or executive officer, or any security holder whom we know to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business). Item 14. Principal Accounting Fees and Services. Boulay, PLLP (“Boulay”) has been our principal accountant since 2015. Pursuant to its charter, the Audit Committee is directly responsible for the appointment, retention, compensation, and oversight of our independent registered public accounting firm. In addition to ensuring the required rotation of the lead audit partner, as required by law, the Audit Committee evaluates the lead audit partner. It considers whether the firm should be rotated regularly. The Audit Committee is also required to review and pre-approve all of the audit and non-audit services to be performed by our independent registered public accounting firm, including the firm’s engagement letter for the annual audit of the consolidated financial statements and internal controls over financial reporting of the Company, the proposed fees in connection with such audit services, and any additional services that management chooses to hire the independent auditors to perform. Additionally, the Audit Committee can establish pre-approval policies and procedures with respect to,920,920 the engagement of an independent registered public accounting firm for non-audit services. In accordance with the Audit Committee Charter, all the foregoing audit and non-audit fees paid to Boulay, and the related services provided by Boulay were pre-approved by the Audit Committee. Audit Services Boulay and its affiliates provided services consisting of the audit of the Company’s annual consolidated financial statements and the review of the Company’s quarterly financial statements; accounting consultations and consents; and other services related to SEC filings by the Company and its subsidiaries, as well as other pertinent matters and other permitted services to the Company. The following is a summary of the fees billed to us by Boulay for professional services rendered for the fiscal years ended December 28, 2025, and December 29, 2024: 2025 2024 Fee Category Audit fees (1) $ 207,000 $ 196,920 Audit-related Fees - - Tax fees - - All other fees (2) 89,530 24,245 Total fees $ 296,530 $ 221,165 (1) Audit fees consist of aggregate fees billed for professional services rendered for the audit of the Company’s annual consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports or services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements during the fiscal years ended December 28, 2025, and December 29, 2024, respectively. (2) Fees primarily for services related to the Company’s shelf registration statement and the related share distribution agreement. 73 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) (1) Consolidated Financial Statements The financial statements required under this item are included in Item 8 of Part II. (2) Schedules None. (3) Exhibits Exhibit Number Description 1.2 Equity Distribution Agreement, dated as of December 13, 2025, by and between BT Brands, Inc. and Maxim Group LLC, incorporated by reference to Exhibit 1.2 to the Form S-3 filed with the Securities and Exchange Commission on December 16, 2024. 3.1 Articles of Incorporation, incorporated by reference to Appendix B to the Schedule 14C Information Statement filed with the Securities and Exchange Commission on December 18, 2020. 3.1(a) Amendment to Articles of Incorporation, incorporated by reference to Appendix A to the Form S-3 filed with the Securities and Exchange Commission on December 16, 2024. 3.2 Bylaws, incorporated by reference to Appendix C to the Schedule 14C Information Statement filed with the Securities and Exchange Commission on October 21, 2020. 4.1 Specimen stock certificate evidencing shares of common stock, incorporated by reference to Exhibit 4.1 to the Form S-1 filed with the Securities and Exchange Commission on August 13, 2019. 4.2 Form of Global Warrant (Annex A to the Form of Warrant Agreement filed as Exhibit 4.3 below) 4.3 Form of Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.5 to the Form S-1 filed with the Securities and Exchange Commission on October 15, 2021. 4.4 Form of Representative’s Purchase Warrant, incorporated by reference to Exhibit 4.5 to the Form S-1 filed with the Securities and Exchange Commission on October 15, 2021. 4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.5 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29 2024, filed with the Securities and Exchange commission on March 31, 2025. 10.1 Share Exchange Agreement dated July 31, 2018, by and among Burger Time, Inc., BTND, LLC, Maxim Partners, LLC, Dayspring Capital, LLC, Gary Copperud, Sally Copperud, Jeffrey Zinnecker, Samuel Vandeputte, the Trost Family Trust, the Katelyn J. Copperud Trust, and the Blake W. Copperud Trust, incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Securities and Exchange Commission on August 13, 2019. 10.02 2019 Incentive Plan and award agreements thereunder, incorporated by reference to Exhibit 10.10 to the Form S-1 filed with the Securities and Exchange Commission on October 18, 2019. 10.03 Purchase Agreement dated March 2, 2022, by and between BT Brands, Inc. and Keegan’s Seafood Grille, Inc., incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2022. 10.04 Lease Agreement dated March 2, 2022, by and between BT Brands, Inc. and NFK Properties, LLC, with respect to the real property located at 1519 Gulf Boulevard, Indian Rocks Beach, Florida 33785, incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2022. 10.05 Purchase Agreement dated May 11, 2022, by and between BT Brands, Inc., Pie in the Sky and Erik Gura, the owner of the assets, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022. 74 Table of Contents 10.06 Lease Agreement dated May 11, 2022, by and between BT Brands, Inc., and Martha Ertmann LLC, with respect to the real property located at 10 Water Street, Woods Hole, Massachusetts, incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022. 10.07 Employment Agreement dated as of July 7, 2022, by and between Gary Copperud and the Registrant, incorporated by reference to Exhibit 10.16 to the Form 10-K filed with the Securities and Exchange Commission on April 18, 2023. 10.09 Stock Purchase Agreement dated June 2, 2022, by and among BT Brands, Inc., as purchaser, and Michael Ansley, Manitou Blue LLC, Thomas M. Ansley Custodian Madison Ansley UGMA MI Thomas M. Ansley Custodian Mary-Kate Ansley UGMA MI, and Thomas M. Ansley Custodian David Ansley UGMA MI, as sellers, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2022 10.10 Purchase Agreement dated July 8, 2022, by and between 1519BT, LLC, a wholly owned subsidiary of the registrant, and L. Fagan Enterprises, Inc., as the owner of the assets, incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission on August 11, 2022. 10.11 Lease Agreement dated August 4, 2022, by and between 1519BT, LLC, a wholly-owned subsidiary of the registrant, and Stephan Properties of Florida Inc., with respect to the real property located at 415 Delannoy Avenue, Cocoa, Florida, and 409 Delannoy Avenue, Cocoa, Florida, incorporated by reference to Exhibit 99.2 to the Form 8-K filed with the Securities and Exchange Commission on August 11, 2022. 10.12 Business Asset Purchase Agreement dated May 13, 2025, by and between 1519 BT LLC and LC Food Concepts LLC, incorporated by reference to Exhibit 99.1 to the Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024. 10.13 Assignment and Assumption of Lease dated May 13, 2025, by and between LC Food Concepts, LLC and 1519BT, LLC, incorporated by reference to Exhibit 99.2 to the Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024. 14.1 Code of Ethics, incorporated by reference to Exhibit 14.1 to the Form S-1 filed with the Securities and Exchange Commission on September 17, 2021. 19 Insider Trading Policy, incorporated by reference to Exhibit 19.1 to the Form 10-K filed with the Securities and Exchange Commission on April 1, 2024. 97 Clawback Policy, incorporated by reference to Exhibit 97 to the Form 10-K filed with the Securities and Exchange Commission on April 1, 2025. 21.1 Subsidiaries of the Registrant, filed herewith . 23.1 Consent of Boulay PLLP. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (b) Financial Statement Schedules. No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes thereto. Item 16. Form 10–K Summary. None. 75 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BT BRANDS, INC. Date: March 30, 2026 By: /s/ Gary Copperud Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date By /s/ Gary Copperud Chief Executive Officer and Director (Principal Executive Officer) March 30, 2026 By: /s/ Kenneth Brimmer Chief Operating Officer, Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer) March 30, 2026 By: /s/ Allan Anderson Director March 30, 2026 By: /s/ Fred Croci Director March 30, 2026 By: /s/ Terri Tochihara-Dirks Director March 30, 2026 76 </html