SCHEDULE: Fat Brands Investor Amends Stake, Reports 1.1% Ownership
Beneficial Ownership Amendment
HOT GFG LLC and Rachel Serruya filed an amendment to their Schedule 13G, disclosing a 1.1% beneficial ownership in Fat Brands, Inc. Class A Common Stock, despite a narrative indicating a prior sale of common shares.
Summary
- HOT GFG LLC and Rachel Serruya filed Amendment No. 1 to their Schedule 13G regarding beneficial ownership in Fat Brands, Inc. Class A Common Stock.
- The filing reports that the Reporting Persons beneficially own 1,794,766 shares of Class A Common Stock, representing 1.1% of the class.
- This percentage is calculated based on 16,668,520 Common Shares issued and outstanding as of October 24, 2025.
- The amendment reflects the sale of Class A Common Stock by HOT GFG LLC from February 21, 2024, to November 13, 2025.
- A notable discrepancy exists as the filing also states in Item 2(a) that "As of the date of this Amendment No. 1, HOT GFG beneficially owns no Common Shares" but holds 1,544,623 shares of Issuer's Series B Cumulative Preferred Stock.
- Rachel Serruya, as the sole Director and President of HOT GFG LLC, may be deemed to have voting and investment power over the securities held by HOT GFG LLC.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this filing with a slightly negative sentiment due to the reported divestment of common shares by a beneficial owner, which could be interpreted as a lack of confidence in the common stock, despite the continued holding of preferred shares and the conflicting ownership figures presented.
Positives
- The filing provides transparency regarding the beneficial ownership structure of Fat Brands, Inc.
- The reporting persons explicitly certify that the securities are not held for the purpose of changing or influencing control of the issuer, which can reduce concerns about activist investor intentions.
Negatives
- The narrative in Item 2(a) indicates that HOT GFG LLC sold all its Class A Common Stock between February 21, 2024, and November 13, 2025, and currently holds no common shares, which could be interpreted as a lack of confidence in the common stock by the reporting entity.
- The discrepancy between the stated "no Common Shares" in Item 2(a) and the reported 1,794,766 shares (1.1%) on the cover page and Item 4 creates ambiguity regarding the exact current common stock ownership.
Risks
- The ambiguity regarding the exact current beneficial ownership of Class A Common Stock due to conflicting statements within the filing could lead to investor confusion and misinterpretation.
- A significant sale of common shares by a beneficial owner, as indicated in the narrative, could signal a negative outlook on the common stock's future performance, potentially influencing other investors.
Future Outlook
This filing does not contain forward-looking statements or guidance provided by Fat Brands, Inc. management.
Management Comments
- "I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 240.14a-11."
Industry Context
StockSavvy.ai notes that Schedule 13G/A filings are routine disclosures for passive investors whose ownership stake changes. While this filing indicates a reduction in common stock ownership by a reporting entity, it does not inherently reflect on Fat Brands' operational performance or broader industry trends. The shift from common stock to preferred stock (as mentioned in Item 2(a)) could suggest a change in investment strategy by the reporting person, potentially seeking different risk/return profiles within the same company.
Stakeholder Impact
- Shareholders: The reported sale of common shares by a beneficial owner could lead to questions about the common stock's future prospects. The ambiguity in reported ownership figures might cause confusion.
- Management: The filing provides updated information on a significant shareholder's position, which is relevant for corporate governance and investor relations.
Key Dates
| Date | Description |
|---|---|
| 2022-03-08 | Original Schedule 13G filing date and Joint Filing Agreement date. |
| 2024-02-21 | Start date of the period during which HOT GFG LLC sold Class A Common Stock. |
| 2025-10-24 | Date as of which 16,668,520 Common Shares were issued and outstanding for Fat Brands, Inc. |
| 2025-11-13 | End date of the period during which HOT GFG LLC sold Class A Common Stock; also the filing date of Issuer's Definitive Proxy Statement on Schedule 14A. |
| 2025-12-31 | Date of event which requires filing of this statement (as per cover page). |
| 2026-02-13 | Signature date of the Amendment No. 1 filing. |
Recommendation
sellThe explicit statement within the filing that HOT GFG LLC has sold all its Class A Common Stock, despite the conflicting figures on the cover page and Item 4, suggests a complete divestment from the common equity by a significant beneficial owner. This action, if accurately reflecting a zero common share position, indicates a lack of confidence in the common stock's future performance from this investor's perspective. While preferred shares are still held, the move out of common stock could signal underlying concerns or a strategic shift away from the common equity, making a "sell" recommendation prudent for investors holding or considering Fat Brands' common stock. The ambiguity in the filing itself further adds to the uncertainty.
Keywords
Fat Brands Inc, FAT, Schedule 13G/A, beneficial ownership, Class A Common Stock, HOT GFG LLC, Rachel Serruya, SEC filing, institutional ownership, stock sale, preferred stock
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