{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-050103","form_type":"8-K","ticker":null,"cik":"0001534992","company_name":"Fiesta Restaurant Group, Inc.","filed_at":"2023-10-30T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.416291+00:00","generated_at":"2026-06-09T05:55:25.530052+00:00","sec_items":["1.02","1.01","2.03","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Fiesta Restaurant Group acquired for $8.50/share in all-cash merger, delisting from Nasdaq","bullets":["Merger completed Oct 30, 2023; shareholders received $8.50 per share in cash.","All pre-merger directors (Daraviras, Rauch, Shepherd, Twohig, Kaplan, Rechtschaffen, Tripathy) ceased; Dirk Montgomery became sole director.","Common stock (FRGI) halted trading Oct 30, delisting from Nasdaq effective Oct 31, 2023; Form 15 to follow for deregistration.","Credit Agreement, Security Agreement, and Guarantee Agreement terminated effective Oct 27, 2023.","Amended certificate of incorporation and bylaws adopted post-merger."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-050103","json":"https://secwatch.observer/filing/0001140361-23-050103.json","markdown":"https://secwatch.observer/filing/0001140361-23-050103.md","text":"https://secwatch.observer/filing/0001140361-23-050103.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/ef20013608_form8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-09T05:55:25.530052+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0173732250","claim":"Paul E. Twohig departed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6e092f44ab","claim":"Sherrill Kaplan departed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7ad8c4b767","claim":"Stacey Rauch departed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7f741ffd1e","claim":"Nicholas Shepherd departed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a204f1f631","claim":"Andrew Rechtschaffen departed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ad299e0722","claim":"Nirmal K. Tripathy departed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e5502e60a2","claim":"Nicholas Daraviras departed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fc0e02a1ef","claim":"Dirk Montgomery was appointed as Director at Fiesta Restaurant Group, Inc..","evidence_excerpt":"all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3a0d895551c25cdfe10537dfbdfbaf314e96974e","claim":"Fiesta Restaurant Group, Inc. underwent a change of control involving Fiesta Holdings, LLC and Fiesta Merger Sub, LLC for $8.50 per share in cash (closed 2023-10-30).","evidence_excerpt":"or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was automatically cancelled and converted into the right to receive $8.50 per share in cash, without interest (the “Merger Consideration”), (2) each restricted stock award with respect to Common Stock (“Company Restricted Stock Award”) issued and","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Fiesta Holdings, LLC and Fiesta Merger Sub, LLC"},{"label":"Consideration","value":"$8.50 per share in cash"},{"label":"Closing","value":"2023-10-30"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}