UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported) March 14, 2024

Date of Report (Date of earliest event reported) February 22, 2024

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Carrols Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-33174	83-3804854
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)

968 James Street
Syracuse,	New York		13203
(Address of principal executive office)			(Zip Code)

Registrant’s telephone number, including area code:		(315)	424-0513

N/A
(Former name or former address, if changed since last report.)

____________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

TAST

The NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 85.0102. DEPARTURE ~~OTHER~~OF ~~EVENTS~~DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~Effective~~On ~~February~~March 2214, 2024, Matthew Dunnigan, a member of the Board of Directors (the "Board") of Carrols Restaurant Group, Inc. (the “"Company”"), ~~declared~~resigned as a ~~regular~~Class ~~quarterly~~D ~~cash~~director ~~dividend~~effective ofMarch $014, 2024.02 ~~per~~Mr. ~~share~~Dunnigan's onresignation ~~all~~is ofnot the ~~issued~~result ~~and~~of ~~outstanding~~any ~~shares~~disagreement ofwith the Company’s ~~common~~on ~~stock,~~any ~~including~~matter ~~common~~relating ~~stock~~to ~~issuable on~~ the ~~conversion of the~~ Company’s ~~Series D Convertible Preferred Stock. This dividend will be paid on April 5~~operations, ~~2024~~policies toor ~~shareholders of record as of the close of business on March 11, 2024~~practices.

~~Forward-Looking~~Mr. ~~Statements~~Dunnigan was appointed to the Board by indirect subsidiaries of Restaurant Brands International Inc. (collectively, the "BKC Stockholders") pursuant to the BKC Stockholders' right to elect two Class D directors to the Board under the Company's Certificate of Designation of Series D Convertible Preferred Stock. As of the date hereof, the BKC Stockholders have yet to designate an individual to fill the vacancy created by the resignation of Mr. Dunnigan.

Certain statements in this report are forward-looking statements. Forward-looking statements, written, oral or otherwise made, represent the Company’s expectation or belief concerning future events. Without limiting the foregoing, these statements are often identified by the words “may”, “might”, “believes”, “thinks”, “anticipates”, “plans”, “expects”, “intends” or similar expressions. In addition, expressions of the Company’s strategies, intentions, plans or guidance are also forward-looking statements. Such statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. Investors are referred to the full discussion of risks and uncertainties as included in the Company’s filings with the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.



Exhibit No.			Description
104			Cover Page Interactive Data File (formatted as Inline XBRL)

~~Signature~~Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~February~~March 2215, 2024

CARROLS RESTAURANT GROUP, INC.


By:			/s/ Jared L. Landaw
Name:			Jared L. Landaw
Title:			Senior Vice President, General Counsel and Secretary

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