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BTBD on Nasdaq

BT Brands, Inc.

BT Brands, Inc. is an American retail-eating places company, incorporated in Wyoming.1 It is headquartered in Park City, Utah.1 Its shares trade on Nasdaq under the symbol BTBD.1

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Last updated Oct 21, 2026.

Overview

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  • TickerBTBD on Nasdaq1
  • IndustryRetail-Eating Places1
  • HeadquartersPark City, Utah1
  • Incorporated inWY2
  • Business address6300 North Sagewood Drive, Suite H #217, Park City, Ut 840982
  • Filer categoryNon-accelerated filer, Smaller reporting company2

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The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. Due to rounding, figures in tables may not sum exactly.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-12.4%Operating margin4
-15.6%Net margin4
5.3%Revenue growth, 20244
-33.2%Return on equity4
0.30×Debt to equity4
-$1.2MFree cash flow4

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Other costs98¢$14.5M
  • Interest1¢$99.9K
  • Income tax1¢$206.0K

Out of $14.8M in revenue.4 The company lost money this year.

Financial statements

Revenue567894$14.8M in 2024+110% since 2018
0$5.0M$10.0M$15.0M2018: $7.1M$7.1M20182019: $6.5M$6.5M2019−8%2021: $8.2M$8.2M2021+26%2022: $8.5M$8.5M2022+4%2023: $14.1M$14.1M2023+67%2024: $14.8M$14.8M2024+5%
Operating income56894-$1.8M in 2024
-$2.0M-$1.0M0$1.0M2018: $240.8K$240.8K20182019: -$373.5K-$373.5K20192021: $529.4K$529.4K20212022: $980.7K$980.7K2022+85%2023: -$1.1M-$1.1M20232024: -$1.8M-$1.8M2024+71%
Net income10784-$2.3M in 2024
-$3.0M-$2.0M-$1.0M0$1.0M2018: $20.8K$20.8K20182019: -$368.6K-$368.6K20192021: $792.0K$792.0K20212022: $607.9K$607.9K2022−23%2023: -$887.4K-$887.4K20232024: -$2.3M-$2.3M2024+160%

Every line of the income statement as filed: the last 2 fiscal years, latest first.13

Period ending2025-12-312024-12-31
SALES$13.5M$14.8M
Food and paper costs$4.5M$5.6M
Labor costs$5.1M$6.1M
Occupancy costs$1.3M$1.4M
Other operating expenses$878.1K$962.3K
Depreciation and amortization expenses$648.7K$742.9K
Impairment of restaurant and right-of-use assets$215.0K$371.9K
General and administrative expenses$1.5M$1.7M
Gain on sale of assets-$242.2K-$250.0K
Total costs and expenses$13.9M$16.7M
Loss from operations-$364.6K-$1.8M
UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES$128.8K-$93.5K
REALIZED GAIN ON MARKETABLE SECURITIES$380.8K$143.3K
INTEREST AND DIVIDEND INCOME$148.7K$178.3K
INTEREST EXPENSE-$81.6K-$99.6K
OTHER INCOME (EXPENSE)-$74.7K$13.9K
IMPAIRMENT OF RELATED PARTY INVESTMENT AND RECEIVABLES-$520.7K$0
EQUITY IN LOSS OF UNCONSOLIDATED AFFILIATE-$304.4K-$415.1K
LOSS BEFORE TAXES-$687.8K-$2.1M
INCOME TAX EXPENSE$0$206.0K
NET LOSS-$687.8K-$2.3M
NET LOSS PER COMMON SHARE - Basic and Diluted-$0.11-$0.37
WEIGHTED AVERAGE SHARES USED IN COMPUTING PER COMMON SHARE AMOUNTS - Basic and Diluted6.2M shares6.2M shares

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Corporate structure

BT Brands, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BT Brands, Inc.

Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What BT Brands, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$435.2K4 Dec 29, 2024$435.2K4 Dec 31, 20230%
Buildings and improvements$2.9M4 Dec 29, 2024$2.5M4 Dec 31, 2023+18.4%
Machinery and equipment$4.1M4 Dec 29, 2024$4.0M4 Dec 31, 2023+3.9%
Leasehold improvements$322.8K4 Dec 29, 2024$04 Dec 31, 2023
Property and equipment, before depreciation$7.5M4 Dec 29, 2024$6.9M4 Dec 31, 2023+8.8%
Accumulated depreciation$3.6M4 Dec 29, 2024$3.4M4 Dec 31, 2023+5.5%
Property and equipment, net$3.3M4 Dec 31, 2024$3.2M4 Dec 31, 2023+3.0%
Operating-lease assets (leased space)$1.7M4 Dec 31, 2024$1.8M4 Dec 31, 2023−3.6%

Investments

ItemLatestA year beforeChange
Marketable securities, current$2.3M4 Dec 31, 2024$1.4M4 Dec 31, 2023+66.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$796.2K4 Dec 31, 2024$671.2K4 Dec 31, 2023+18.6%
Intangible assets, net (excluding goodwill)$367.8K4 Dec 31, 2024$395.1K4 Dec 31, 2023−6.9%
Finite-lived intangibles, gross$591.0K4 Dec 29, 2024$491.0K4 Dec 31, 2023+20.4%
Accumulated amortization-$174.1K4 Dec 29, 2024-$95.9K4 Dec 31, 2023−81.6%
Finite-lived intangibles, net$367.8K4 Dec 29, 2024$395.1K4 Dec 31, 2023−6.9%

Inventory

ItemLatestA year beforeChange
Inventory, total$272.6K4 Dec 31, 2024$201.3K4 Dec 31, 2023+35.4%

Properties, in its own words

Corporate Offices

Our principal office is in a leased office space in Minnetonka, Minnesota. Effective January 2, 2022, we agreed to reimburse Brimmer Company, LLC, an affiliate of the Company, for the monthly rent of $1,350 on approximately 1100 square feet in Minnetonka, Minnesota, at 10501 Wayzata Blvd Ave S, Suite 102, where administrative activities are performed. Our office space is adequate for its intended purposes and our near-term expansion plans.

The rest of Item 2

Properties

We own our Burger Time properties; long-term leases cover our other locations. The table below provides basic information about each of our BTND properties.

BTND, LLC

Location · Open Since · Building (Sq. Ft.) · Land (Sq. Ft.) · Owner · Business Operator

Fargo, North Dakota · 1987 · 600 · 35,000 · BTND, LLC · BTND, LLC

Moorhead, Minnesota · 1988 · 600 · 22,680 · BTND, LLC · BTND, LLC

Grand Forks, North Dakota · 1989 · 650 · 29,580 · BTND, LLC · BTND, LLC

Waite Park, Minnesota · 1989 · 700 · 17,575 · BTND, LLC · BTND, LLC

Bismarck, North Dakota · 1989 · 600 · 30,750 · BTND, LLC · BTND, LLC

Sioux Falls, South Dakota · 1991 · 650 · 17,688 · BTND, LLC · BTND, LLC

Minot, North Dakota(2) · Closed · 800 · 33,600 · BTND, LLC · (2)

Ham Lake, Minnesota (1) · Closed · 1,664 · 31,723 · BTND LLC · (1)

(1) · The Ham Lake location closed January 19, 2025, and alternatives for the property are being evaluated.

(2) · The Minot Burger Time closed at the end of July, 2025. The Company recently entered into a long-term ground lease of the property

Keegan’s Seafood Grille

Upon acquiring Keegan’s assets in March 2022, we entered into a 132-month triple-net lease with an unrelated landlord for the property occupied by Keegan. The lease terms provided for an initial rent of $5,000 per month, increasing annually at the greater of 3% or the increase in the Consumer Price Index over that period. The location comprises approximately 2,900 square feet of dining, kitchen, and storage space, and includes typical features of a full-service restaurant.

Pie In The Sky Coffee and Bakery

With our purchase of PIE assets in May 2022, we entered into a five-year triple-net lease with the seller of the assets for the property PIE occupies. The lease provides three five-year extensions at our option. The lease terms provide for an initial rent of $10,000 per month, increasing annually to approximately $11,000 per month during the first five-year term. The location comprises approximately 3,500 square feet of dining, kitchen, and storage space on two levels, with a production kitchen and storage and office space on the lower level; there is also approximately 1,500 square feet of outdoor dining space, serviced by an outdoor service bar. The landlord granted us a right of first refusal to purchase the property on the terms it receives from a third party during the term, including any lease extension.

Schnitzel Haus

Concurrently with the May 13, 2024 purchase of Schnitzel Haus assets, we assumed the remaining term of the existing lease obligation for approximately 4,200 square feet. The Schnitzel lease expires January 1, 2028. Monthly lease payments are approximately $4,700 per month, plus common area charges, and are subject to annual escalation based on the Consumer Price Index.

Contractual Obligations

As of December 28, 2025, we had $2,134,358 in contractual mortgage obligations for the real property on which our Burger Time restaurants are located. Our monthly required payment is approximately $23,000. We are also obligated under operating lease agreements to future payments totaling approximately $1,568,000, requiring monthly rental payments of approximately $24,000.

Item 2 of the 10-K filed Mar 30, 2026.3

Leadership

Who has led BT Brands, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Gary Copperud2020–2024

Chief operating officer

  1. Kenneth William Brimmer2020
2025
Board members and other officers (5)

Former names

  • Burger Time,Inc.Sep 28, 2017 to Aug 15, 20182

Timeline

  1. Jun 24, 20268-K Shareholder vote19
  2. Jun 1, 20268-K Executive or director change20
  3. May 7, 20268-K Ended a material agreement; Other events21
  4. Apr 16, 20268-K Other events22
  5. Apr 6, 20268-K Other events23
  6. Apr 3, 20268-K Results of operations24
  7. Mar 26, 20268-K Other events25
  8. Feb 23, 20268-K Other events26
  9. Jan 20, 20268-K Listing notice or transfer27
  10. Dec 1, 20258-K Other events28
  11. Nov 25, 20258-K Entered a material agreement29
  12. Sep 3, 20258-K Entered a material agreement; Regulation FD disclosure30
  13. Mar 27, 2020New chief executive Gary Copperud becomes CEO14

Calendar

Coming up

  1. Nov 16, 2026Reports results for the quarter ending Sep/202631

When it reported results

  1. Apr 3, 2026Reported quarterly or annual results24

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

102 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 26 major events, 6 insider forms, 1 large holders, 47 other. The latest 20:

  1. Aug 17, 202610-Q EDGAR
  2. Aug 10, 2026NT 10-Q EDGAR
  3. Aug 4, 2026RW EDGAR
  4. Jun 24, 20268-K EDGAR
  5. Jun 1, 2026DEF 14A EDGAR
  6. Jun 1, 20268-K EDGAR
  7. May 18, 202610-Q EDGAR
  8. May 12, 2026NT 10-Q EDGAR
  9. May 7, 20268-K EDGAR
  10. Apr 16, 20268-K EDGAR
  11. Apr 14, 2026S-4/A EDGAR
  12. Apr 6, 20268-K EDGAR
  13. Apr 3, 20268-K EDGAR
  14. Mar 30, 202610-K EDGAR
  15. Mar 26, 20268-K EDGAR
  16. Feb 23, 20268-K EDGAR
  17. Jan 20, 20268-K EDGAR
  18. Jan 2, 2026S-4 EDGAR
  19. Dec 1, 2025424B5 EDGAR
  20. Dec 1, 20258-K EDGAR

The 102 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

9 open-market trades by officers, directors and large owners since October 2021: 9 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Oct 28, 2024COPPERUD GARYChief Executive OfficerBuy10,000$1.70$17.0KForm 4
Oct 17, 2024COPPERUD GARYChief Executive OfficerBuy5,000$1.70$8.5KForm 4
Oct 9, 2024COPPERUD GARYChief Executive OfficerBuy104$1.55$161Form 4
Oct 7, 2024COPPERUD GARYChief Executive OfficerBuy1,166$1.55$1.8KForm 4
Sep 23, 2024COPPERUD GARYChief Executive OfficerBuy40$1.50$60Form 4
Aug 20, 2024COPPERUD GARYChief Executive OfficerBuy7$1.29$9Form 4
Jun 16, 2022COPPERUD GARYChief Executive OfficerBuy150,000$2.20$330.0KForm 4
Apr 11, 2022Copperud Sally10% ownerBuy10,000$2.00$20.0KForm 4
Feb 15, 2022Copperud Sally10% ownerBuy11,745$1.99$23.4KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

BT Brands, Inc. has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Gary CopperudChief Executive Officer68$250.0K34
2025Kenneth W. BrimmerChief Operating Officer and Chief Financial Officer$150.0K34
2024Gary CopperudChief Executive Officer68$250.0K34
2024Kenneth W. BrimmerChief Operating Officer and Chief Financial Officer$150.0K34

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Citadel Advisors LLC45,582$48.8K0.0%New
Susquehanna International Group, Llp41,628$44.5K0.0%New
Vanguard Capital Management LLC30,218$32.3K0.0%No change
Geode Capital Management, LLC24,415$26.1K0.0%+2,622
XTX Topco Ltd22,130$23.7K0.0%New
Two Sigma Investments, LP19,699$21.1K0.0%+8,359
State Street Corp16,149$17.3K0.0%No change
Jane Street Group, LLC11,014$11.8K0.0%New
Tower Research Capital LLC (TRC)3,471$3.7K0.0%+1,563
Vanguard Fiduciary Trust Co3,410$3.6K0.0%No change
UBS Group AG3,175$3.4K0.0%−2,646
SBI Securities Co., Ltd.2$20.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How BT Brands, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBT Brands, Inc.1
  • CIK0001718224
  • Employer ID (EIN)90-14957643
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inWyoming3
  • Fiscal year endsDecember 311
  • Industry code (SIC)5812 Retail-Eating Places1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address6300 North Sagewood Drive, Suite H #217, Park City, UT 840981
  • Phone(307) 223-16631
  • Shares outstanding6,184,724 as of Aug 17, 202612
  • Public float$8.2M as of Jun 30, 20253
  • AuditorBoulay PLLP, Minneapolis, Minnesota PCAOB ID 542; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceSep 28, 20171
  • Filings142 in all: 8-K (23), 10-Q (20), 424B3 (9), 3 (8), S-1/A (8), 10-K (7), DFAN14A (6), DEF 14A (4)1
    All 43 form types

    NT 10-Q (4), UPLOAD (4), 4 (3), 8-K/A (3), CORRESP (3), EFFECT (3), 10-K/A (2), D/A (2), DEF 14C (2), NT 10-K (2), PRE 14C (2), PRRN14A (2), S-1 (2), SC 13D/A (2), 10-Q/A (1), 144 (1), 424B4 (1), 424B5 (1), 8-A12B (1), 8-A12G (1), CERT (1), D (1), DEFC14A (1), PRE 14A (1), PREC14A (1), PX14A6G (1), RW (1), S-1MEF (1), S-3 (1), S-4 (1), S-4/A (1), S-8 (1), SC 13D (1), SC 13G (1), SC 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 17, 2026
    Proxy statement (DEF 14A) Jun 1, 2026
    Latest 8-K (8-K) Jun 24, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.002 par valueBTBDNASDAQ
Warrant to Purchase Common StockBTBDWNASDAQ

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks BT Brands, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 42 risks under these headings, as written.3

  • Risks Related to the Proposed Business Combination with Aero Velocity
  • The proposed Merger with Aero Velocity may not be completed on the anticipated terms or timeline, or at all.
  • The proposed Merger will fundamentally change the nature of our business, and our historical results will not be indicative of future performance.
  • If the proposed Merger is completed, our existing stockholders will experience substantial dilution and reduced voting power, and Aero stockholders are expected to obtain control of the combined company.
  • The proposed spin-off of BT Group, Inc. is not expected to qualify as a tax-free transaction and may result in taxable income to our stockholders.
  • We may not realize the anticipated benefits of the proposed business combination, and the merged company may face significant operational, financial, and strategic challenges.
  • The proposed spin-off of BT Group, Inc., may not be completed, may be delayed, or may not achieve its intended objectives.
  • The proposed business combination could expose us to litigation, regulatory scrutiny, and stockholder claims.
  • The combined company may face risks related to continued listing standards and market acceptance following the transaction.
  • Risks Related to Our Growth Strategy
  • If our proposed merger with Aero Velocity does not close, or if the related spin-off of our restaurant operations is not completed, our growth strategy and business outlook may change.
  • We may not be able to integrate, operate, or improve acquired businesses effectively.
The other 32 risks
  • Acquisitions may expose us to unknown liabilities, impairment charges, and other unanticipated consequences.
  • Our growth strategy may require additional capital that may not be available on acceptable terms, or at all, and rising interest rates could increase our borrowing costs.
  • Our growth strategy may divert management’s attention from our existing operations.
  • Long-term leases and real estate commitments may create fixed obligations that could adversely affect our financial performance.
  • If we grow rapidly, we may not be able to manage that growth effectively.
  • We rely on key executives to operate our business.
  • Our evaluation of growth opportunities outside the restaurant industry may expose us to additional risks and uncertainties that could adversely affect our business.
  • Risks Related to Operating in the Restaurant Industry
  • Cost increases could adversely affect our operating margins and financial performance.
  • Labor shortages, wage inflation, and changes in employment laws could increase costs and disrupt operations.
  • Food safety incidents or perceived food safety issues could harm our brand and the results of our operations.
  • Unfavorable publicity, including through social media, could harm our brands and reduce customer traffic.
  • Risks Related to Health Emergencies
  • Risks Related to Information Technology, Cybersecurity, and Data Privacy
  • Technological disruptions or failures could interrupt operations and adversely affect our business.
  • Cybersecurity incidents could result in operational disruption, reputational harm, and liability.
  • Failure to manage social media effectively could harm our reputation and the results of our operations.
  • Legal and Regulatory Risks
  • Litigation and regulatory proceedings could be costly and could adversely affect our business.
  • Regulatory changes and shifting consumer health preferences could require updates to menu disclosures and adversely affect demand.
  • We are subject to extensive federal, state, and local regulation, and compliance is costly and complex.
  • Failure to maintain required licenses and permits could harm our business.
  • We may not be able to adequately protect our intellectual property, which could reduce brand value.
  • General Risk Factors
  • Economic conditions and reduced consumer discretionary spending could adversely affect our business.
  • Regional economic conditions and events could adversely affect our results due to geographic concentration.
  • Damage to our reputation could adversely affect our business and our results of operations.
  • If we cannot offset rising labor costs with price increases, our financial performance could be adversely affected.
  • Failure of our internal control over financial reporting could adversely affect our business and financial results.
  • Risks Related to Ownership of Our Common Stock
  • Activist stockholders could adversely affect our business and results of operations.
  • The market price of our common stock may be volatile, and you may lose all or part of your investment.
  • Our articles of incorporation, bylaws and Wyoming law may discourage a change of control of our Company and depress the price of our stock.
  • We have no plans to pay cash dividends on our common stock.
  • Raising additional equity capital may be more challenging while the warrants are outstanding.
  • Our board has broad authority to issue preferred stock, which could adversely affect holders of our common stock and could discourage or delay a change in control.
  • Claims for indemnification by our directors and officers may reduce available funds to satisfy successful third-party claims.
  • Reduced disclosure requirements may make our common stock less attractive to investors.

Legal proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. The results of any current or future litigation cannot be predicted with certainty, and, regardless of the outcome, such litigation can adversely affect us due to defense and settlement costs, diversion of management resources, and other factors.

The Company is a party to litigation related to a lease dispute for its former Village Bier Garten location in Cocoa, Florida. The landlord has asserted claims for unpaid rent and other amounts. The Company disputes the claims and intends to defend the matter. The outcome of the litigation cannot be predicted at this time.

The opening of Item 3, Legal Proceedings.3

Sources

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