Twin Hospitality Group Inc-A 2024年度报告

FORM10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember29, 2024 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-42395 Twin Hospitality Group Inc. 5151 Belt Line Road,Suite 1200Dallas,Texas75254(Address of principal executive offices, including zip code) (972)941-3150(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the 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¨Nox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes¨Nox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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¨Nox Table ofContents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer¨Non-accelerated filerxEmerging growth companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). YesoNox The aggregate market value of voting common stock held by non-affiliated stockholders as of December29, 2024 waszero. As of February24, 2025, there were47,298,271shares of Class A Common Stock and2,870,000shares of Class B Common Stockoutstanding. TWIN HOSPITALITY GROUP INC.Form 10-KTable of Contents [FINAL PAGE NUMBERS TO COME] PART IItem 1.Business4Item 1ARisk Factors18Item 1BUnresolved Staff Comments50Item 1CCybersecurity50Item 2.Properties52Item 3.Legal Proceedings52Item 4.Mine Safety Disclosures52PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities53Item 6.[Reserved]53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A.Quantitative and Qualitative Disclosures about Market Risk62Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure62Item 9A.Controls and Procedures62Item 9B.Other Information63Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections63PART IIIItem 10.Directors, Executive Officers and Corporate Governance64Item 11.Executive Compensation68Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters71Item 13.Certain Relationships and Related Transactions, and Director Independence72Item 14.PrincipalAccountantFees and Services77PART IVItem 15.Exhibits,andFinancial Statement Schedules78Item 16.Form 10-K Summary57 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained herein and certain statements contained in future filings by the Company with the U.S. Securities and ExchangeCommission (the "SEC") may not be based on historical facts and are “Forward-Looking Statements” within