FRGI Fiesta Restaurant Group Inc

You are cordially invited to attend a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Fiesta Restaurant Group, Inc. (the “Company” or “Fiesta”), to be held at 10:30 a.m., EDT, on October 24, 2023. The meeting will be entirely virtual and held via live webcast at www.virtualshareholdermeeting.com/FRGI2023SM.

On August 6, 2023, Fiesta entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) (the form of which is attached as Annex A to the accompanying proxy statement) with Fiesta Holdings, LLC, a Delaware limited liability company (“Parent”), and Fiesta Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the merger, Merger Sub will merge with and into Fiesta, with Fiesta surviving as a wholly owned subsidiary of Parent (the “Merger”). If the Merger is completed, the holders of the common stock, par value $0.01 per share, of Fiesta (the “Common Stock” and such holders, the “Fiesta stockholders”), will receive $8.50 in cash, without interest, subject to any applicable withholding taxes, for each share of Common Stock that they own immediately prior to the time the Merger becomes effective (the “Effective Time”), other than shares owned by the Fiesta (or held in the treasury of Fiesta) and any shares owned by Parent or Merger Sub (or any of their respective affiliates) immediately prior to the Effective Time, or shares held by a holder who properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law.

At the Special Meeting, you will be asked to consider and vote on:

The Fiesta board of directors (the “Board”) (acting on the unanimous recommendation of a special committee established by the Board consisting solely of independent and disinterested directors (the “Special Committee”) for the purpose of evaluating the transactions and making recommendations with respect thereto) has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Fiesta and the Fiesta stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (iii) resolved to recommend that the Fiesta stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Accordingly, the Board unanimously recommends that Fiesta stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Contemporaneously and in connection with the execution of the Merger Agreement, Parent entered into a voting agreement (the form of which is attached as Annex B to this proxy statement) with each of (1) BEI-Longhorn, LLC, a Delaware limited liability company and an indirect subsidiary of Jefferies Financial Group Inc., and (2) AREX Capital Management, LP, a Delaware limited partnership (collectively, the “Key Stockholders”), pursuant to which the Key Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote all of their respective shares of Common Stock in favor of the Merger Proposal at the Special Meeting. For more information, please see the section entitled “The Voting Agreements.” For more information regarding the security ownership of the Key Stockholders, please see the section entitled “Certain Beneficial Owners of Common Stock.”

The accompanying proxy statement provides you with more specific information about the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. You should carefully read the entire proxy statement, including the annexes and documents referred to or incorporated by reference therein. You may also obtain more information about Fiesta from the documents Fiesta files with the Securities and Exchange Commission (the “SEC”), including those incorporated by reference into the accompanying proxy statement.

Your vote is very important. If a quorum is present at the Special Meeting, approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. The failure of any Fiesta stockholder to vote will have the same effect as a vote against the Merger Proposal. If a quorum is present at the Special Meeting, approval of the Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock entitled to vote thereon and present in person or represented by proxy at the Special Meeting. Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. Even if you plan to attend the Special Meeting virtually, Fiesta requests that you complete, sign, date and return the enclosed proxy card in the accompanying postage-paid envelope prior to the Special Meeting to ensure that your shares will be represented and voted at the Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must submit a legal proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote virtually during the Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Special Meeting virtually. If your shares are held in the name of a broker, bank, trust or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, trust or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Common Stock entitled to vote at the Special Meeting and who is virtually present at the Special Meeting may vote, thereby revoking any previous proxy of such stockholder. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the accompanying proxy statement.

If you have any questions concerning the Merger Proposal, the Advisory Compensation Proposal, the Adjournment Proposal, the Merger or this proxy statement, would like additional copies of these materials or need help voting your shares of Common Stock, please contact:

The Merger has not been approved or disapproved by the SEC or any state securities commission. Neither the SEC nor any state securities commission has passed upon the merits or fairness of the Merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Fiesta Restaurant Group, Inc., a Delaware corporation (the “Company” or “Fiesta”), will be held virtually at 10:30 a.m., EDT, on October 24, 2023, at www.virtualshareholdermeeting.com/FRGI2023SM for the following purposes:

The Fiesta board of directors (the “Board”) (acting on the unanimous recommendation of a special committee established by the Board consisting solely of independent and disinterested directors (the “Special Committee”) for the purpose of evaluating the transactions and making recommendations with respect thereto) has, at a meeting duly called and held, by unanimous vote (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Fiesta and the holders of the outstanding shares of Fiesta’s common stock, par value $0.01 per share (the “Common Stock” and such holders, the “Fiesta stockholders”), (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (iii) resolved to recommend that the Fiesta stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Accordingly, the Board unanimously recommends that Fiesta stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Fiesta will transact no other business at the Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof by or at the direction of the Board. This proxy statement, of which this notice is a part, describes the proposals listed above in more detail. Please refer to the attached documents, including the Merger Agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see the section entitled “The Merger” beginning on page 29 for a description of the transactions contemplated by the Merger Agreement.

If a quorum is present at the Special Meeting, approval of the Merger Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon is required to

complete the Merger. The failure to vote will have the same effect as a vote against the Merger Proposal. Fiesta stockholders will also be asked to approve the Advisory Compensation Proposal and the Adjournment Proposal. If a quorum is present at the Special Meeting, approval of the Adjournment Proposal and the Advisory Compensation Proposal (which are not a condition to consummation of the Merger) requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock entitled to vote thereon and present in person or represented by proxy at the Special Meeting.

A Fiesta stockholder who does not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of its Common Stock if the Merger is completed, but only if such stockholder properly submits a written demand for appraisal of such shares to Fiesta prior to the time the vote is taken on the Merger Proposal and strictly complies with the procedures set forth in Section 262 of the Delaware General Corporation Law (“DGCL”). A copy of the applicable DGCL statutory provisions is included as Annex D to this proxy statement, and a summary of these provisions can be found under the section entitled “Appraisal Rights” in this proxy statement.

The Board has fixed the close of business on September 19, 2023, as the record date (the “Record Date”) for the determination of the Fiesta stockholders entitled to receive notice of, and to virtually vote at, the Special Meeting or any adjournment or postponement thereof. The Fiesta stockholders of record as of the close of business on the Record Date are the only Fiesta stockholders that are entitled to receive notice of, and to virtually vote at, the Special Meeting and any adjournment or postponement thereof unless a new record date is fixed in connection with any adjournment or postponement of the Special Meeting. Regardless of whether there is a quorum, the chairman or any other person presiding over the Special Meeting as designated by the Board may adjourn the Special Meeting. In addition, the Special Meeting may be postponed by the Board, provided that such postponement is in accordance with Section 6.05(c) of the Merger Agreement. For additional information regarding the Special Meeting, please see the section entitled “The Special Meeting of Fiesta’s Stockholders” beginning on page 23 of this proxy statement.

To ensure your virtual representation at the Special Meeting, please vote as promptly as possible, whether or not you plan to attend the Special Meeting virtually. If your shares are held in the name of a broker, bank, trust or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, trust or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card, or (iii) completing, signing and dating the enclosed proxy card and submitting it by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Common Stock entitled to vote at the Special Meeting and who is virtually present at the Special Meeting may vote, thereby revoking any previous proxy of such stockholder. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in this proxy statement.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE BY (i) TELEPHONE USING THE TOLL-FREE NUMBER ON YOUR PROXY CARD, (ii) VISITING THE INTERNET SITE LISTED ON THE PROXY CARD, OR (iii) COMPLETING, SIGNING, DATING AND SUBMITTING YOUR PROXY OR VOTING INSTRUCTION FORM BY MAIL BY USING THE SELF-ADDRESSED, STAMPED ENVELOPE PROVIDED. YOU MAY REVOKE YOUR PROXY OR CHANGE YOUR VOTING INSTRUCTIONS AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL MEETING.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. Even if you plan to attend the Special Meeting virtually, Fiesta requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Special Meeting to ensure that your shares will be represented and voted at the Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a legal proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote virtually during the Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Special Meeting virtually. If your shares are held in the name of a broker, bank, trust or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, trust, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card, or (iii) completing, signing, dating and submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Common Stock entitled to vote at the Special Meeting who is virtually present at the Special Meeting may vote, thereby revoking any previous proxy of such stockholder. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in this proxy statement.

The enclosed proxy statement provides a detailed description of the Merger, the Merger Agreement and the other matters to be considered at the Special Meeting. We urge you to carefully read the proxy statement — including any documents incorporated by reference — and the annexes in their entirety. If you have any questions concerning the Merger Proposal, the Advisory Compensation Proposal, the Adjournment Proposal, the Merger or this proxy statement, would like additional copies of these materials or need help voting your shares of Common Stock, please contact:

The following questions and answers briefly address some commonly asked questions about the Special Meeting and the Merger. They may not include all the information that is important to Fiesta stockholders. Fiesta stockholders should carefully read this entire proxy statement, including the annexes and the other documents referred to herein and incorporated by reference.

Certain statements and information in this proxy statement and the documents incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “predict,” “budget,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “continue,” “project,” “projection,” “goal,” “model,” “target,” “potential,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “are likely” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature and convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Fiesta’s current expectations and beliefs concerning future developments and their potential effect on their respective businesses.

The forward-looking statements contained in this document speak only as of the date of this proxy statement and are largely based on Fiesta’s expectations for the future, which reflect certain estimates and assumptions made by Fiesta management, and Fiesta undertakes no obligation to update or revise any forward-looking statements made herein, except as required by law. These estimates and assumptions reflect Fiesta’s best judgment based on currently known market conditions, operating trends and other factors. Although Fiesta believes such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond Fiesta’s control. As such, Fiesta management’s assumptions about future events may prove to be inaccurate. For a more detailed description of the risks and uncertainties involved, see “Risk Factors” in Fiesta’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents, filed or to be filed with the SEC.

These cautionary statements qualify all forward-looking statements attributable to Fiesta, or persons acting on Fiesta’s behalf. Fiesta management cautions you that the forward-looking statements contained in this proxy statement are not guarantees of future performance, and Fiesta cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to:

Fiesta owns, operates and franchises the restaurant brand Pollo Tropical, which has nearly 35 years of operating history and a loyal customer base. Fiesta’s Pollo Tropical restaurants feature fire-grilled and crispy citrus marinated chicken and other freshly prepared menu items. Fiesta believes the brand offers a distinct and unique flavor with broad appeal at a compelling value, which differentiates it in the competitive fast-casual and quick-service restaurant segments. All but one of Fiesta’s restaurants offer the convenience of drive-thru windows.

A detailed description of Fiesta’s business is contained in Fiesta’s Annual Report filed on Form 10-K for the fiscal year ended January 1, 2023, which is incorporated by reference into this proxy statement. For more information please see the section entitled “Where You Can Find More Information” beginning on page 89.

Fiesta’s Common Stock is listed and traded on the Nasdaq under the ticker symbol “FRGI.” Fiesta has its executive offices located at 14800 Landmark Boulevard, Suite 500, Dallas, TX 75254.

Parent is a privately held Delaware limited liability company affiliated with ARB, a portfolio company of GSP. Parent was formed August 2, 2023 solely for the purpose of engaging in the Transactions. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Merger Agreement and acquisition of Fiesta (including arranging equity financing and debt financing in connection therewith).

Merger Sub is a privately held Delaware limited liability company and a direct wholly owned subsidiary of Parent that was formed August 2, 2023, solely for the purpose of engaging in the Transactions. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Merger Agreement and Parent’s acquisition of Fiesta (including arranging equity financing and debt financing in connection therewith). Upon the consummation of the Merger, Merger Sub will merge with and into Fiesta, and the separate corporate existence of Merger Sub will cease.

Parent and Merger Sub are affiliates of ARB and GSP. ARB is a holding company of powerhouse, regional food and beverage brands with extraordinary customer brand loyalty and rich, authentic stories. Established in 2021, ARB is a GSP portfolio company currently comprised of three market-leading, iconic brands each with over 25-year operating histories including Primanti Bros Restaurant & Bar based in Pennsylvania, West Virginia, Ohio, and Maryland, P.J. Whelihan's Pub & Restaurant based in the Greater Delaware Valley including Philadelphia and South Jersey and Mambo Seafood based in Houston, Texas. ARB is strongly committed to growing each of its brands by leveraging their respective foundations, while sharing best practices across its portfolio under its common ownership.

GSP is a principal investment firm founded in 2013 by Matt Perelman and Alex Sloane that manages over $2 billion of assets. GSP partners with experienced and entrepreneurial management teams and strategic investors to build value for its portfolio of growth platforms. The firm draws on its global relationships, operational experience and rigorous diligence process to source, underwrite and manage investments. Core sectors include consumer and business services, health & wellness, automotive, and food & beverage. GSP’s culture is based on the principles of entrepreneurship, collaboration, analytical rigor and accountability.

This proxy statement is first being mailed on or about September 25, 2023 and constitutes notice of the Special Meeting in conformity with the requirements of the DGCL and the Bylaws.

This proxy statement is being provided to Fiesta stockholders as part of a solicitation of proxies by the Board for use at the Special Meeting and at any adjournment or postponement of the Special Meeting. Fiesta stockholders are encouraged to read the entire document carefully, including the annexes to this document, for more detailed information regarding the Merger Agreement and the Transactions.

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/FRGI2023SM, on October 24, 2023, at 10:30 a.m., EDT. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/FRGI2023SM, where Fiesta stockholders will be able to participate and vote online. This proxy statement is first being mailed to Fiesta’s stockholders on or about September 25, 2023.

At the Special Meeting, Fiesta stockholders will be asked to consider and vote on the following:

Fiesta will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof. This proxy statement, including the Merger Agreement attached hereto as Annex A, contains further information with respect to these matters.

The Board (acting on the unanimous recommendation of the Special Committee) has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Fiesta and the Fiesta stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (iii) resolved to recommend that the Fiesta stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A description of factors considered by the Special Committee and the Board in reaching their decisions to approve and declare advisable the foregoing proposals can be found in the sections entitled “The Merger — Recommendation of the Special Committee and Reasons for the Merger” and “The Merger — Recommendation of the Board” beginning on page 36 and page 39, respectively.

The Board unanimously recommends that Fiesta stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal at the Special Meeting.

Fiesta stockholders’ approval of Merger Proposal is a condition for the Merger to occur. If Fiesta stockholders fail to approve the Merger Proposal by the requisite vote, the Merger will not occur.

Only holders of record of outstanding shares of Common Stock as of the close of business on September 19, 2023, the Record Date for the Special Meeting, will be entitled to notice of, and to virtually vote at, the Special Meeting and any adjournment or postponement of the Special Meeting unless a new record date is fixed by the Board for any adjourned or postponed Special Meeting. At the close of business on the Record Date, 26,189,111 shares of Common Stock were issued and outstanding.

Holders of Common Stock are entitled to one vote for each share of Common Stock they own at the close of business on the Record Date.

A complete list of stockholders entitled to vote at the Special Meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder, will be available for a period of at least 10 days prior to the Special Meeting at Fiesta’s principal place of business during ordinary business hours, as required by applicable law. Though our offices may generally remain closed to public visitors through the date of the Annual Meeting, if you wish to examine the list in person, you may contact our corporate secretary, and arrangements will be made for you to review the list. The list will also be produced at the time of the Special Meeting during the whole time thereof and will be available for inspection virtually by any stockholder who is present.

The presence at the Special Meeting of the holders of a majority in voting power of the issued and outstanding shares of Common Stock entitled to vote thereon and present in person or represented by proxy will constitute a quorum. As a result, there must be a majority in voting power of all of our issued and outstanding shares of Common Stock represented by proxy or by stockholders present at the Special Meeting in order to have a quorum. Virtual attendance by Fiesta stockholders of record at the Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Shares of beneficial owners who hold such shares in “street name” through a bank, broker, trust or other nominee and who fail to give voting instructions to their bank, broker, trust or other nominee will not be counted towards quorum. Shares of beneficial owners who virtually attend the Special Meeting will not count towards a quorum unless such beneficial owners instruct their bank, broker, trust or other nominee to vote their shares or hold a legal proxy executed by their bank, broker, trust or other nominee. There must be a quorum for business to be conducted at the Special Meeting.

Failure of a quorum to be represented at the Special Meeting may result in an adjournment of the Special Meeting and may subject Fiesta to additional expense. Even if a quorum is present, the Special Meeting may also be adjourned one or more times in order to provide more time to solicit additional proxies in favor of approval of the Merger Proposal if sufficient votes are cast in favor of the Adjournment Proposal. In addition, the Special Meeting may be adjourned by the chairman or any other person presiding over the Special Meeting as designated by the Board or the Board in its discretion.

Notice need not be given of any adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken or (ii) displayed, during the time scheduled for the Special Meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the Special Meeting by means of remote communication, unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after any adjournment, a new record date for Fiesta stockholders entitled to vote is fixed for any adjourned meeting, the Board must fix a record date for notice of any adjourned meeting in accordance with the DGCL and provide a new notice of any adjourned meeting to each stockholder of record entitled to vote at the meeting. In addition, the Special Meeting could be postponed before it commences.

If the Special Meeting is adjourned or postponed one or more times for the purpose of soliciting additional votes, Fiesta stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you submit your proxy over the Internet or by telephone or submit a properly executed proxy card, even if you abstain from voting, your shares will be counted as present for purposes of determining whether a quorum exists at the Special Meeting.

If a quorum is present at the Special Meeting, approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Accordingly, with respect to a Fiesta stockholder who is present in person or represented by proxy at the Special Meeting, such stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal. Additionally, the failure of a Fiesta stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee will have the same effect as a vote “AGAINST” the Merger Proposal.

If a quorum is present at the Special Meeting, approval of the Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, with respect to a Fiesta stockholder who is present in person or represented by proxy at the Special Meeting, such stockholder’s abstention will be counted in connection with the determination of whether a quorum is present and will have the same effect as a vote “AGAINST” each of the Advisory Compensation Proposal and the Adjournment Proposal. However, assuming a quorum is present, the failure of a Fiesta stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee, will have no effect on either of the Advisory Compensation Proposal or the Adjournment Proposal.

The Merger is conditioned on, among other things, the approval of the Merger Proposal at the Special Meeting. The Advisory Compensation Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement and are not conditions to the consummation of the Merger.

Pursuant to the voting agreements and subject to the terms and conditions thereof, (x) BEI-Longhorn has agreed to vote 5,262,189 shares of Common Stock, representing 20.1% of Common Stock outstanding as of September 6, 2023, and any shares of Common Stock acquired by BEI-Longhorn after August 6, 2023, and (y) AREX Management has agreed to vote 2,549,762 shares of Common Stock, representing 9.73% of Common Stock outstanding as of September 6, 2023, and any shares of Common Stock acquired by AREX Management after August 6, 2023, in each case, in favor of the Merger Proposal at the Special Meeting. For a more complete discussion of the Voting Agreements, please see the section entitled “The Voting Agreements” beginning on page 78.

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstaining from voting will have the same effect as voting “AGAINST” the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted in accordance with the Board’s recommendation with respect to each proposal and consequently will be voted “FOR” each of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Broker non-votes are shares held by a bank, broker, trust or other nominee that are present in person or represented by proxy and entitled to vote at the Special Meeting, but with respect to which the bank, broker, trust or other nominee is not instructed by the beneficial owner of such shares on how to vote on a particular proposal and the bank, broker, trust or other nominee does not have discretionary voting power on such proposal. Because banks, brokers, trusts and other nominee holders of record do not have discretionary voting authority with respect to any of the three proposals to be presented at the Special Meeting, if a beneficial owner of shares of Fiesta’s common stock held in “street name” does not give voting instructions to the bank, broker, trust or other nominee with respect to any of the proposals, then those shares will not be present in person or represented by proxy and entitled to vote at the Special Meeting and accordingly will not count as present for purposes of determining whether a quorum exists.

The effect of stockholders not instructing their bank, broker, trust or other nominee on how they wish to vote their shares will be the same as a vote “AGAINST” the Merger Proposal and will not have any effect on the outcome of the Adjournment Proposal or the Advisory Compensation Proposal. If a stockholder instructs its bank, broker, trust or other nominee on how to vote its shares on some but not all proposals, the resulting broker non-vote will have the same effect as voting “AGAINST” the Merger Proposal, but will have no effect on the Advisory Compensation Proposal or the Adjournment Proposal.

If you are a stockholder of record and you do not sign and return your proxy card or submit your proxy over the Internet, by telephone or at the Special Meeting, your shares will not be voted at the Special Meeting, will not be counted as present in person or by proxy at the Special Meeting, and will not be counted as present for purposes of determining whether a quorum exists.

For purposes of the Merger Proposal, a failure of record owners to vote, or a failure of beneficial owners to instruct their bank, broker, trust or other nominee to vote, will have the same effect as a vote “AGAINST” the Merger Proposal. A failure of record owners who are not present in person or represented by proxy at the Special Meeting to vote, or a failure of beneficial owners to instruct their bank, broker, trust or other nominee to vote, will have no effect on the outcome of a vote on either of the Advisory Compensation Proposal or the Adjournment Proposal.

If you sign, date and return your proxy card and do not indicate how you want your shares of Common Stock to be voted, then your shares of Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Adjournment Proposal.

At the close of business on September 6, 2023, directors and executive officers of Fiesta were entitled to vote 877,977 shares of Common Stock, or approximately 3.35% of the shares of Common Stock issued and outstanding on that date. Directors and executive officers of Fiesta have informed Fiesta that they intend to vote their shares in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, although the directors and executive officers, except for, in certain circumstances, Andrew V. Rechtschaffen who may be deemed to beneficially own the securities owned by AREX Management and certain of the other affiliates of AREX Management, are not obligated to do so. Pursuant to voting agreements and subject to the terms and conditions thereof, (x) BEI-Longhorn has agreed to vote 5,262,189 shares of Common Stock, representing 20.1% of Common Stock outstanding as of September 6, 2023, and any shares of Common Stock acquired by BEI-Longhorn after August 6, 2023 and (y) AREX Management has agreed to vote 2,549,762 shares of Common Stock, representing 9.73% of Common Stock outstanding as of September 6, 2023, and any shares of Common Stock acquired by AREX Management after August 6, 2023, in each case, in favor of the Merger Proposal at the Special Meeting. For a more complete discussion of the Voting Agreements, please see the section entitled “The Voting Agreements.”

The Special Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual Special Meeting will be held on October 24, 2023 at 10:30 a.m., EDT. To participate in the Special Meeting and submit questions during the Special Meeting, visit www.virtualshareholdermeeting.com/FRGI2023SM and enter the 16-digit control number on the proxy card, voting instruction form or notice you received. Online check-in will begin at 10:15 a.m., EDT. Please allow time for online check-in procedures. The virtual stockholder meeting format uses technology designed to increase stockholder access, save Fiesta and Fiesta stockholders time and money, and provide Fiesta stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, Fiesta provides stockholders with an opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting. Although Fiesta offers four different voting methods, Fiesta encourages you to submit a proxy to vote either over the Internet or by telephone to ensure that your shares are represented and voted at the Special Meeting.

You can change or revoke your proxy at any time before it is exercised at the Special Meeting. If you are the stockholder of record of your shares, you may revoke your proxy by:

The Board is soliciting your proxy in connection with the Special Meeting, and Fiesta will bear the cost of soliciting such proxies, including the costs of printing and filing this proxy statement. Fiesta has retained Innisfree as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting. Fiesta estimates it will pay Innisfree a fee of approximately $32,500, in addition to the reimbursement of expenses, for these services. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of shares of Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of Fiesta’s directors, officers and employees, without additional compensation.

Broadridge will tabulate the votes at the Special Meeting.

Each registered Fiesta stockholder will receive one copy of this proxy statement per account, regardless of whether you have the same address as another stockholder of record. SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, commonly called “householding,” provides cost savings for companies. If you hold shares through a broker, some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Fiesta will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any Fiesta stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Investor Relations, at Fiesta’s offices at 7255 Corporate Center Dr., Suite C, Miami, Florida 33126, or contact Investor Relations by telephone at 305-671-1257 or by email at investors@frgi.com.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Investor Relations, at Fiesta’s offices at 7255 Corporate Center Dr., Suite C, Miami, Florida 33126.

If you need assistance voting or completing your proxy card or have questions regarding the Special Meeting, please contact Fiesta’s proxy solicitation agent:

The discussion of the Merger and the Merger Agreement in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the Merger Agreement carefully in its entirety.

As part of its ongoing review of the Company’s business, the Board, together with members of Fiesta senior management, regularly reviews and assesses the performance, competitive position, future growth prospects, business plans and overall strategic direction of Fiesta, as well as industry trends, to increase stockholder value. These reviews have included discussions on a variety of strategic alternatives that may be available to Fiesta, including continuing as a stand-alone public company or pursuing potential strategic or financing transactions with third parties, in each case with the goal of maximizing stockholder value.

Due to the ongoing commercial challenges in the restaurant sector, relatively high public company expenses as a company with limited trading volume, the need for new cash for renovating existing stores and expanding into new locations, and the Board’s concern with Fiesta’s strategic position following its divestiture of the Taco Cabana business in August 2021, as part of this review, in September 2021, the Board began to engage in discussions regarding potential strategic alternatives. As part of its evaluation of strategic alternatives, the Board discussed whether a strategic transaction may be a potential path to maximize stockholder value and provide liquidity to stockholders, as opposed to continuing as a stand-alone public company with limited trading volume and a limited equity research following and relatively high public company expenses.

The Board further discussed the engagement of a financial advisor to assist the Board in its consideration of strategic alternatives and the benefits of forming a special committee to consider strategic alternatives given the extensive time commitment involved in such a process and to mitigate any actual or perceived conflict of interest related to the engagement of a financial advisor given that Nicholas Daraviras, a member of the Board, was employed by an affiliate of one of the potential financial advisor candidates, Jefferies LLC (“Jefferies”).

On October 1, 2021, the Board formed the Special Committee and delegated to it the authority to (1) consider whether or not it is in the best interests of Fiesta and the holders of the Common Stock to proceed with a strategic transaction and/or engage in discussions and/or negotiations relating thereto, (2) consider and review potential alternative transactions, (3) reject any potential transaction if it determines it is not fair to or otherwise not in the best interests of Fiesta and the holders of the Common Stock, (4) consult with and/or advise management, on behalf of the Board, in connection with discussions and/or negotiations concerning potential terms and conditions of a potential transaction, (5) consider such other matters as may be requested by the Board from time to time or as otherwise deemed appropriate by the Special Committee, and (6) make decisions on behalf of, or make any recommendations to the Board concerning a potential transaction, that the Special Committee deemed appropriate, including recommendations with respect to any matters requested by the Board. The Special Committee was chaired by Stacey Rauch and its members additionally consisted of Paul Twohig, Nicholas Shepherd and Andrew Rechtschaffen.

During October 2021, the Special Committee considered several financial advisor candidates, and, following its consideration, the Special Committee recommended to Fiesta that it engage, and Fiesta did engage, Jefferies as Fiesta's financial advisor because of Jefferies’ industry specific knowledge, overall reputation, deep experience of individual team members, and Fiesta’s recent positive experience with Jefferies, including Jefferies’ work in assisting Fiesta in refinancing its bank debt and entering into a new senior credit facility with Fortress Credit Corp., and Jefferies’ role as financial advisor to Fiesta in connection with the consummation of the recently closed Taco Cabana transaction at a price and in a manner the Special Committee believed was beneficial to Fiesta and its stockholders. Additionally, the Special Committee noted that given that Jefferies was familiar with Fiesta as a result of its recent work, the time to market for any potential transaction may be accelerated. Following the selection of Jefferies as Fiesta’s financial advisor, Fiesta entered into an engagement letter with Jefferies on October 21, 2021. In its engagement letter with Jefferies, Fiesta acknowledged Mr. Daraviras’ employment with Jefferies and his position as a member of the Board, and acknowledged that as of such date an affiliate of Jefferies held approximately 5.26 million shares, or approximately 19.89%, of the common equity outstanding in Fiesta, and Fiesta waived any conflict of interest that Jefferies may have as a result. Given its

experience as counsel to Fiesta, the Special Committee also determined to engage Akerman LLP (“Akerman”) as its counsel at such time. In November and December 2021, the Special Committee met on multiple occasions regarding process, timing and preparation of information to potential counterparties.

Beginning in January 2022, following discussions with the Special Committee regarding potential counterparties to a strategic transaction, representatives of Jefferies, as authorized by the Special Committee, reached out to 11 potential strategic counterparties and 32 potential financial sponsor counterparties, including GSP. Representatives of Jefferies additionally received one in-bound inquiry from a potential strategic counterparty during the first quarter of 2022. Subsequently, during the course of 2022, representatives of Jefferies reached out to certain additional potential financial sponsor counterparties. In total, representatives of Jefferies engaged with 13 potential strategic counterparties and 38 potential financial sponsor counterparties in the course of the strategic review process during 2022, each of whom entered into non-disclosure agreements with Fiesta that contained standstill provisions without fall-away provisions and with “don’t ask, don’t waive” provisions. From January 2022 to March 2022, the Special Committee met on multiple occasions to discuss the engagement of these potential counterparties.

In late March and early April 2022, in response to representatives of Jefferies’ outreach as authorized by the Special Committee, Fiesta received five preliminary indications of interest from various counterparties on terms as follows: $12.59 to $14.09 per share, in cash, to acquire 100% of the Common Stock from a strategic party (“Party A”); $10.24 to $10.98 per share, in cash, to acquire 100% of the Common Stock from a strategic party (“Party B”); $10.80 to $11.70 per share, in cash, to acquire 100% of the Common Stock from a financial sponsor party (“Party C”); $10.00 to $11.00 per share, in cash, to acquire 100% of the Common Stock from a financial sponsor party (“Party D”); and $12.00 to $13.00 per share, in cash, to acquire 100% of the Common Stock from a strategic party (“Party E”). On March 16, 2022, Fiesta’s trading price was $8.92 per share.

During March and April 2022, Party A, Party B, Party C, Party D, and Party E conducted due diligence on Fiesta and Fiesta held management presentations with each such potential counterparty. During the course of such management meetings and each counterparty’s diligence process, each counterparty raised concerns with Fiesta’s ability to grow out of its few existing markets as well as the significant capital expenditures projected to be required to perform remodels of Fiesta’s existing restaurant locations. As such, it was communicated that the initial indications of interest were not indicative of whether a final bid would be made and, if so, at what price.

On April 27, 2022, Party A submitted a revised non-binding offer at $8.50 per share in cash to acquire 100% of the Common Stock, and as part of such offer requested a 14-day exclusivity period. On such date, Fiesta’s trading price was $6.51 per share.

On April 29, 2022, the Special Committee met to discuss Party A’s offer as well as updates with respect to the ongoing diligence processes and discussions with the other potential counterparties that had submitted preliminary indications of interest. Representatives of Jefferies indicated to the Special Committee that Party C and Party D would likely no longer be continuing in the process based on recent discussions, while it was not clear whether Party B and Party E would be submitting an updated offer. The Special Committee thus agreed that, notwithstanding the reduction in the per share purchase price from Party A’s initial indication of interest, Party A’s updated offer was competitive relative to the interest expressed by the other counterparties following their diligence processes and Fiesta’s prospects as a stand-alone public company and as such determined to further engage in discussions with Party A. However, given that discussions and negotiations were continuing with Party B and Party E, the Special Committee determined to reject Party A’s request for a 14-day exclusivity period.

On May 2, 2022, Party E submitted an updated proposal with a per share purchase price in cash in a range of $8.00 to $9.00, but indicated it would still need to perform a significant amount of business, financial and legal due diligence in order to make a final, binding proposal.

Later on May 2, 2022, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Akerman were present, to discuss (1) Party E’s proposal and (2) the required lead time to engage an additional financial advisor other than Jefferies to provide a fairness opinion to the Special Committee in connection with any potential transaction. Following such discussion, the Committee determined to further engage with Party E and recommended that discussions with possible additional financial advisors begin immediately to limit any potential delays.

On May 13, 2022, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Akerman were present, to discuss the status of Party A’s, Party B’s and Party E’s proposals. Representatives of Jefferies shared with the Special Committee that Party A and Party E had reiterated their previously communicated offer prices and anticipated ranges of $8.50 and $8.00 to $9.00 per share in cash, respectively, and that Party B had de-prioritized a potential transaction with Fiesta. Representatives of Jefferies also provided an update on the current business environment within the restaurant sector and the broader economy, and during this presentation noted specifically that the recent macroeconomic environment had placed particular pressure on restaurants and retail generally due to the increased inflationary pressures and related cost uncertainties, as evidenced by recent earnings results announcements from businesses within these sectors.

On May 19, 2022, the Special Committee engaged Houlihan Lokey to act as an additional financial advisor to the Special Committee and to consider whether it could provide a fairness opinion with respect to any proposed transaction. The Special Committee selected Houlihan Lokey due to its qualifications, reputation, experience and expertise in the fast casual restaurant industry, its knowledge of and involvement in recent transactions in such industry, and its experience advising boards of directors and special committees in similar transactions.

On May 20, 2022, Party E submitted a revised non-binding offer at $8.40 per share in cash to acquire 100% of the Common Stock, and as part of such offer requested a 45-day exclusivity period. On such date, Fiesta’s trading price was $7.00 per share.

On May 22, 2022, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Akerman were present, to discuss Party A’s and Party E’s offers. The Special Committee discussed that given the recent trends within the restaurant sector discussed during the last meeting of the Special Committee on May 13, 2022, each of Party A and Party E’s offer presented better value propositions to Fiesta stockholders than remaining as a stand-alone company; but, given that Party A (1) had made an offer at a higher price per share than Party E’s Offer, (2) had not requested a lengthy period of exclusivity, (3) was already engaged in due diligence, (4) had indicated that it would not require outside debt financing, and (5) had submitted a markup of the Merger Agreement, the Special Committee determined to negotiate and finalize a definitive merger agreement and related transaction documents with Party A in the near-term, subject to the final approval of the Special Committee and the Board. On the same day, following further negotiations, Party A indicated its best and final per share purchase price was $9.00 in cash.

On June 3, 2022, representatives of Jefferies communicated to the Special Committee that Party A indicated that instead of bridging the third-party financing as it initially proposed in April 2022, it would need to obtain debt financing which, given the state of the financing markets, could cause a delay of one week to 30 days. Thereafter through mid-June 2022, Fiesta and its advisors engaged with Party A and its advisors to seek to finalize and announce a transaction. However, following such discussions, on June 13, 2022, Party A withdrew its offer to acquire Fiesta, citing the contraction in the financing markets and expressing a concern with a significant escalation of Fiesta’s labor and commodity costs due to the inflationary environment and Party A’s ability to fund an acquisition given the deterioration of the debt financing markets, in particular with respect to restaurant companies.

On June 14, 2022, certain members of the Special Committee discussed the withdrawal of Party A’s offer with representatives of Jefferies, and agreed it would be prudent to re-engage with other potential counterparties to gauge their continued interest in pursuing a strategic transaction with Fiesta. The Special Committee instructed representatives of Jefferies to so re-engage, and the next day, on June 15, 2022, representatives of Jefferies re-engaged with Party B, Party D, three other financial sponsor counterparties that representatives of Jefferies had previously contacted in the first quarter of 2022, and one new potential counterparty (“Party F”). During late June 2022, representatives of Jefferies additionally engaged with another new potential counterparty (“Party G”).

On August 1, 2022, representatives of Jefferies provided an update to certain members of the Special Committee with respect to its outreach to and discussions with Party B, Party D, Party E, the three additional financial sponsor counterparties, Party F and Party G. Representatives of Jefferies indicated that Party F and Party G might be interested in pursuing a potential transaction with Fiesta, but that the other counterparties, including Party A, had indicated they would not be participating further in the process. The chair of the Special Committee instructed representatives of Jefferies to continue to engage with Party F and Party G and to solicit formal proposals from each such party.

On August 16, 2022, Party E communicated to representatives of Jefferies that although they had concerns regarding the ability of Fiesta to achieve its plan and the portability of Fiesta’s concept to new geographies, they might be interested in pursuing a transaction at a per share cash purchase price in the low $8.00 range, but did not make a formal proposal.

On September 19, 2022, Party F communicated to representatives of Jefferies that it could be interested in pursuing a transaction with a per share purchase price in cash equal to a 13% premium to Fiesta’s then-current trading price of $7.23 per share, but did not make a formal proposal.

On September 21, 2022, Party G communicated to representatives of Jefferies that it might be interested in pursuing a transaction with a per share purchase price in cash in the $7.00 per share range, but did not make a formal proposal. On October 27, 2022, Party G revised its initial range and indicated that its offer would be in the high $6.00 to low $7.00 per share in cash price range.

During the second half of 2022, analyst coverage on Fiesta substantially decreased.

Throughout the fourth quarter of 2022, representatives of Jefferies additionally engaged with GSP, and GSP continued to conduct due diligence on Fiesta.

On October 6, 2022, the Board met to discuss the Forecasted Financial Information, a preliminary draft of which was shared with representatives of Jefferies following the meeting.

On December 1, 2022, representatives of Jefferies reached out to an additional financial sponsor counterparty (“Party H”) and continued discussions with certain other potential counterparties, including GSP.

In December 2022, the Special Committee determined to engage separate legal counsel that had significant experience with public company transactions to assist it in connection with any proposed transaction, and the Special Committee subsequently engaged Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its legal counsel.

On January 12, 2023, GSP submitted a non-binding offer at a price per share range of $8.00 to $8.25 in cash to acquire 100% of the Common Stock. On such date, Fiesta’s trading price was $8.25 per share.

On January 17, 2023, the Special Committee held a meeting, at which representatives of Jefferies discussed with the Special Committee GSP’s offer and representatives of Jefferies’ discussions with other potential counterparties. During such meeting, the Special Committee instructed representatives of Jefferies to request that GSP increase its offer to $9.00 per share in cash.

On January 18, 2023, representatives of Jefferies communicated to representatives of GSP’s financial advisor that the Special Committee would be prepared to recommend a transaction at a price of $9.00 per share in cash and would be willing to allow GSP to continue its due diligence investigation in order for GSP to raise its proposed price per share.

Subsequently, GSP continued its substantive review of Fiesta and, following a request from GSP, during the week of January 23, 2023, members of Fiesta’s senior management met with GSP and its advisors. Additionally, consistent with the Special Committee’s direction, representatives of Jefferies advised representatives of GSP’s financial advisor that they were permitted to survey potential selected lending sources on a limited basis.

On January 27, 2023, Party H submitted a preliminary indication of interest to acquire Fiesta at a per share purchase price equal to $9.00 in cash. In connection with such offer, Party H requested 90 days of exclusivity in order to engage in further discussions and finalize any financing in connection with such offer.

On January 31, 2023, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present, to discuss the recent offer letter received from Party H, including its request for 90 days of exclusivity. Given the ongoing conversations with GSP and its financial advisor and the Special Committee’s concern regarding Party H’s execution risk given that Party H had conducted limited diligence to date, had not identified financing sources and requested a lengthy 90-day period of exclusivity, the Special Committee determined to decline Party H’s request for exclusivity, but instructed representatives of Jefferies to further engage with Party H to determine its willingness to make a formal offer at $9.00 per share in cash without the requirement that Fiesta enter into an exclusivity agreement. The Special Committee also instructed representatives of Jefferies to go back to GSP to again request a purchase price of $9.00 per share in cash.

On February 2, 2023, representatives of Jefferies indicated to Party H that the Special Committee was unwilling to agree to an exclusivity agreement and separately communicated with GSP’s financial advisor to request an increase in GSP’s offer to $9.00 per share in cash.

On February 5, 2023, Party H proposed to representatives of Jefferies that instead of entering into an exclusivity agreement, Fiesta would agree to reimburse Party H’s expenses up to a cap of $500,000 in the event that Fiesta entered into a transaction with another party. Given that Fiesta was also still in active discussions with GSP and the possibility of entering into a strategic transaction with GSP, the Special Committee declined to agree to reimburse Party H’s expenses, but invited Party H to attend a management presentation and conduct more due diligence with respect to Fiesta.

On February 14, 2023, GSP’s financial advisor indicated that GSP would not be able to make an offer of $9.00 per share in cash, but that it was considering increasing the $8.00 to $8.25 per share purchase price set forth in its prior offer. On February 16, 2023, GSP’s financial advisor indicated to representatives of Jefferies that GSP was still considering at which price it could make a revised offer.

Between February and June 2023, GSP continued to conduct diligence on Fiesta and explore sources of financing to fund the transaction, including with the Debt Financing Source.

On March 31, 2023, the Board met to discuss updates to the Forecasted Financial Information, which were approved (subject to minor adjustments) for Jefferies’ use in April 2023.

On April 21, 2023, Party A indicated it may have renewed interest in a potential transaction with Fiesta, but only beginning in the third quarter of 2023. Following such outreach, Fiesta and its advisors resumed discussions with Party A, including holding a management presentation with a potential equity financing partner of Party A and providing diligence materials.

On May 1, 2023, Party H indicated it would not be further participating in the strategic review process, indicating a concern with its ability to secure financing for the transaction.

On June 1, 2023, Fiesta uploaded an initial draft of the merger agreement to the virtual data room in which GSP and Party A had access. Such auction draft included, among other terms, (i) a “fiduciary out” provision in favor of Fiesta, with the amount of the forward termination fees left blank, (ii) a reverse termination fee payable by the buyer to Fiesta in the event the buyer failed to close, with the amount of the reverse termination fee left blank, but otherwise no financing contingency, (iii) a “hell or high water” regulatory efforts covenant and (iv) customary financing representations and warranties and financing cooperation covenants.

On June 4, 2023, Party A indicated that its envisioned equity financing partner determined not to pursue a transaction, at which point Party A again withdrew from the strategic review process.

On June 14, 2023, GSP made an updated offer to acquire Fiesta at a purchase price equal to $8.25 per share in cash, which was less than Fiesta’s trading price of $9.00 per share as of such date. GSP’s financial advisor subsequently indicated to representatives of Jefferies that GSP may be able to increase the proposed per share purchase price, but only by a de minimis amount.

Later on June 14, 2023, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present, to discuss GSP’s updated offer. The Special Committee discussed that following the announcement on June 2, 2023 by FTSE Russell that Fiesta would re-join the Russell 3000® Index on June 23, 2023, Fiesta’s stock price had increased to a range of $8.50 to $9.00 per share during the equities re-weighting process, such that Fiesta’s stock price was presently trading above GSP’s offer price and could be trading above GSP’s offer price at the time when both parties may be ready to enter into binding transaction documentation and announce a transaction. The Special Committee discussed its view that, despite the potential lack of premium presented by GSP’s offer, Fiesta stockholders would likely prefer the liquidity offered by a strategic transaction rather than remaining as a public company, as certain stockholders had previously raised liquidity concerns. The Special Committee further discussed that while Fiesta had recently experienced positive financial performance, Fiesta could face challenges in the medium- to long-term by remaining a public, small cap company with significant capital expenditure requirements in connection with upgrading existing locations and expanding into new locations. The Special Committee additionally noted that Fiesta’s stock price may naturally return to levels prior to the announcement that it would rejoin the Russell 3000® Index and was unlikely to significantly increase over the short- to medium- term. Following Fiesta’s

inclusion into the Russell 3000® Index, Fiesta’s stock price returned to levels prior to the announcement. The Special Committee concluded by instructing representatives of Jefferies to solicit GSP’s best and final offer, and representatives of Jefferies subsequently so engaged with GSP’s financial advisor to determine if GSP was able to increase its offer.

On June 16, 2023, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present, to discuss representatives of Jefferies’ discussions with GSP since the date of the prior meeting of the Special Committee. Representatives of Jefferies indicated they believed that GSP would be willing to increase its offer, but likely not above $8.50 per share in cash, which would be less than the $8.65 closing per share trading price of the Common Stock as of such date. Representatives of Jefferies then reviewed with the Special Committee Jefferies’ preliminary financial analyses of Fiesta. The Special Committee noted that the proposed GSP offer of $8.25 per share fell within the indicative reference ranges in Jefferies’ preliminary financial analyses of Fiesta. The Special Committee discussed its belief that Fiesta’s stockholders may prefer to receive liquidity in an all cash transaction, even if the price was less than Fiesta’s then-current trading price. The Special Committee instructed representatives of Jefferies to request that GSP complete its diligence and financing discussions to be in position to increase its proposed price per share and submit its best and final offer as soon as practicable, which representatives of Jefferies promptly communicated to GSP’s financial advisor.

Following such communication, representatives of Jefferies, at the instruction of the Special Committee, continued to engage with GSP and its advisors to request that GSP to make an updated, best and final offer, and GSP continued to perform diligence on Fiesta.

On July 6, 2023, GSP’s financial advisor indicated that GSP would soon be making an updated, best and final offer.

On July 12, 2023, following extensive dialogue between Fiesta’s advisors and GSP and its advisors, GSP made an updated offer to acquire Fiesta at a price equal to $8.50 per share in cash and expressly indicated that this was GSP’s best and final offer. GSP’s offer letter also indicated it would be prepared to pay a $14 million reverse termination fee in the event the transaction could not be consummated because of a financial failure and that the definitive merger agreement would include a 30-day “go-shop” period to permit Fiesta to solicit any alternative offers, among other things. On the same day, the Special Committee shared the Forecasted Financial Information with Houlihan Lokey.

Later on July 12, 2023, the Special Committee held a meeting to discuss GSP’s proposal, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present. Representatives of Jefferies indicated to the Special Committee its view that $8.50 was indeed GSP’s best and final offer. Gibson Dunn also discussed GSP’s proposal of a $14 million reverse termination fee and that the merger agreement would contain a 30-day “go-shop” period but would not contain a “hell or high water” regulatory efforts provision. The Special Committee discussed the terms of GSP’s proposal, including that representatives of Jefferies had been actively soliciting and engaging with other parties for 18 months and, despite outreach to more than 50 potential counterparties, no other bidder was prepared to offer a better price, and that given the go-shop, Fiesta would have an additional opportunity to seek a higher price. The Special Committee then directed representatives of Jefferies to indicate to GSP, on behalf of Fiesta, that the Special Committee was prepared to move forward on the basis of its $8.50 per share in cash offer, subject to finalization of the definitive documentation with respect to the proposed transaction.

On July 18, 2023, the Board held a meeting, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present, to discuss GSP’s updated offer of $8.50 per share in cash. At the request of the Special Committee, representatives of Jefferies reviewed with the Board the Special Committee’s multi-year strategic review process that had culminated in GSP’s updated offer. Representatives of Jefferies then reviewed with the Board a list of each potential counterparty that representatives of Jefferies had contacted throughout the strategic review process, identified which counterparties had entered into non-disclosure agreements with Fiesta, and which counterparties had expressed any interest to acquire Fiesta. Representatives of Jefferies also reviewed with the Board a preliminary financial analysis of GSP’s updated offer, including the implied premium presented by GSP’s updated offer based on Fiesta’s stock price at the time and past volume-weighted average prices. The directors discussed the Special Committee’s robust process, as well as the fact that GSP’s offer contained a 30 day “go-shop” period, which ensured that if another counterparty would

potentially be interested in acquiring Fiesta, Fiesta would not be restricted from engaging in discussions with them. Ms. Rauch, the chair of the Special Committee, then indicated that the Special Committee had spent considerable time and effort with respect to the strategic transaction process generally, and specifically evaluating GSP’s proposal, and that the Special Committee had unanimously agreed that the $8.50 per share in cash purchase price set forth in GSP’s updated offer presented considerable value and immediate liquidity for Fiesta’s stockholders. After such discussion, the Board agreed that GSP’s proposal was attractive and that the Special Committee and its advisors should continue working expeditiously to negotiate the terms of the definitive documentation. Representatives of Jefferies subsequently indicated to GSP that both the Special Committee and the Board had instructed representatives of Jefferies and Gibson Dunn to move forward on the basis of the $8.50 per share in cash proposal and finalize the definitive documentation.

On July 19, 2023, Kirkland & Ellis LLP (“Kirkland and Ellis”), outside counsel to GSP, circulated an updated draft of the merger agreement to Gibson Dunn. Such updated draft included, among other terms, (i) a 30-day “go-shop” period permitting Fiesta to solicit proposals from third parties during such period, (ii) a “fiduciary out” provision in favor of Fiesta, with the amount of the forward termination fee equal to $9 million (unless terminated by Fiesta only during the go-shop period or with certain excluded parties, in which case the fee would be equal to $5 million), (iii) a reverse termination fee payable by GSP to Fiesta in the event GSP failed to close, with the amount of the reverse termination fee equal to $14 million, but otherwise no financing contingency, (iv) a mutual covenant requiring each party to use its reasonable best efforts to take all actions in order to consummate the transaction, but without a “hell or high water” regulatory efforts covenant and (v) a maximum liability amount of GSP equal to the reverse termination fee and the costs incurred by Fiesta in enforcing the reverse termination fee, which enforcement costs would be capped at $1 million.

Thereafter, from July 20 through August 5, 2023, Gibson Dunn and Kirkland and Ellis, on behalf of Fiesta and GSP, respectively, exchanged drafts and negotiated the terms and conditions of the merger agreement and related disclosures after consultation with and guidance from the Special Committee and members of Fiesta’s senior management. The material open points in the merger agreement that continued to be negotiated included, among other things, (i) the amount of the termination fees, (ii) obligations with respect to regulatory approvals, (iii) the restrictions imposed on Fiesta by the interim operating covenants, and (iv) a maximum liability cap of GSP. The parties additionally coordinated with each of the Key Stockholders on the draft Voting Agreements requested by GSP from the Key Stockholders, and negotiated the terms of the other ancillary transaction documents.

On July 31, 2023, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present, at which the Special Committee reviewed the progression of discussions with GSP. Gibson Dunn indicated that all material points in the merger agreement had been agreed with GSP’s counsel, except the forward termination fee amounts, and that the parties were continuing to work towards finalization of all documents for signing. The Special Committee concluded by reiterating that representatives of Jefferies and Gibson Dunn should continue to work with GSP’s advisors to finalize the transaction documentation.

On August 3, 2023, each of the Special Committee and the Board held a meeting, at which certain representatives of Fiesta management, Houlihan Lokey, Jefferies, and Gibson Dunn were present. Representatives of Jefferies and Gibson Dunn indicated to the Special Committee and the Board, respectively, that the material transaction terms had been agreed, and that the parties were well positioned to finalize the merger agreement in the coming days, and subject to the Special Committee and Board’s final approvals, execute the agreement and announce the transaction prior to the commencing of trading on Monday, August 7. Houlihan Lokey then reviewed with the Special Committee and the Board (at the request of the Special Committee) its preliminary financial analyses with respect to Fiesta and the proposed transaction with GSP. The Special Committee and the Board each agreed to reconvene on August 5, 2023.

On August 5, 2023, the Special Committee held a virtual meeting at which certain representatives of Fiesta management, Houlihan Lokey, Jefferies, and Gibson Dunn were present. Representatives of Jefferies and Gibson Dunn confirmed that all material terms to the proposed transaction with GSP had been fully agreed and that the merger agreement was in final execution form. Representatives of Houlihan Lokey then reviewed and discussed with the Special Committee its financial analyses with respect to Fiesta and the potential strategic transaction with GSP. At the request of the Special Committee, Houlihan Lokey then delivered its oral opinion to the Special Committee, which opinion was subsequently confirmed in a written opinion dated August 5, 2023, to the effect

that, as of such date, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration was fair, from a financial point of view, to the stockholders of Fiesta, as more fully described under “Opinion of Financial Advisor to the Special Committee”. Thereafter, the Special Committee unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and fair to, and in the best interests of, Fiesta and the Fiesta stockholders and (ii) recommended that the Board (a) approve, authorize, adopt and declare advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (b) recommend that the Fiesta stockholders vote in favor of adopting the Merger Agreement.

Later on August 5, 2023, the Board held a virtual meeting at which certain representatives of Fiesta management, Houlihan Lokey, Jefferies, and Gibson Dunn were present. The directors discussed that the Special Committee was advised by its own legal and financial advisors and had received an opinion from Houlihan Lokey as to the fairness, from a financial point of view, to the stockholders of Fiesta of the Merger Consideration to be received by such stockholders in the Merger pursuant to the Merger Agreement. The Board also discussed that the Special Committee had unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and fair to, and in the best interests of, Fiesta and the Fiesta stockholders and (ii) recommended that the Board (a) approve, authorize, adopt and declare advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (b) recommend that the Fiesta stockholders vote in favor of adopting the Merger Agreement. Acting upon such unanimous recommendation of the Special Committee, the Board unanimously (i) determined that the terms of the Merger Agreement and the Merger were fair to and in the best interests of Fiesta and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (iii) recommended that Fiesta stockholders approve the Merger Proposal.

On August 6, 2023, Fiesta, Parent, and Merger Sub executed the Merger Agreement in a form substantially consistent in all respects to the form presented to and approved by the Special Committee and the Board, and on the morning of August 7, 2023, prior to the opening of trading, Fiesta and GSP issued a joint press release announcing the Merger.

On August 10, 2023, in accordance with the go-shop provisions in the merger agreement, at the direction of the Special Committee, representatives of Jefferies began contacting parties about their interest in participating in the go-shop process. During the go-shop period, representatives of Jefferies contacted 39 potential strategic acquirors (including Party A, Party B, Party C, Party D, Party E, Party F, Party G, and Party H). Of such contacted parties, two potential strategic acquirors executed acceptable confidentiality agreements. During the go-shop period, Fiesta provided confidential information in response to due diligence inquiries made by these two potential strategic acquirors. On August 23, 2023, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present, at which representatives of Jefferies provided an update to the Special Committee on the outreach conducted during the go-shop period, and the status of the two potential counterparties’ diligence processes. At 12:01 a.m. (New York City time) on September 5, 2023, the go-shop period expired without any party submitting a proposal to acquire Fiesta.

As described in the section entitled “The Merger — Background of the Merger” of this proxy statement, the Board duly formed the Special Committee, consisting of Stacey Rauch (the chairman), Paul Twohig, Nicholas Shepherd and Andrew Rechtschaffen, each of whom was determined by the Board to be independent and disinterested for purposes of reviewing, evaluating and negotiating the Transactions and any possible strategic alternatives thereto, as well as making recommendations with respect thereto.

The Board authorized the Special Committee to consider, review, discuss, evaluate, negotiate, consult with or advise management, and make decisions on behalf of, or make recommendations to, the Board for approval or rejection of the terms and conditions of any possible strategic alternatives. The Special Committee was also authorized to retain such independent professional advisors (including investment bankers, financial advisors, attorneys, accountants or other advisors and secretarial assistance as it may deem appropriate) as it deemed necessary or appropriate in the exercise of its business judgment to assist in connection with the fulfillment of its duties.

In evaluating the Merger Agreement, the Merger and the Transactions, the Special Committee consulted with Fiesta’s senior management, outside legal counsel and financial advisors. The Special Committee determined that entering into the Merger Agreement was advisable, fair to and in the best interests of Fiesta and its stockholders. In arriving at this determination, the Special Committee considered a number of factors, including the following factors (not necessarily in order of relative importance) which the Special Committee viewed as being generally positive or favorable in coming to its determination, approval and related recommendation:

The Special Committee also considered and balanced against the potentially positive factors a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

The Special Committee considered all of these factors as a whole, as well as others, and, on balance, concluded that the potential benefits of the Merger to the Fiesta stockholders outweighed the risks, uncertainties, restrictions and potentially negative factors associated with the Merger. The Special Committee has, therefore, unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Fiesta and the Fiesta stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (iii) recommend that the Board recommend to the Fiesta stockholders to vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The foregoing discussion of factors considered by the Special Committee is not intended to be exhaustive, but is meant to include material factors considered by the Special Committee. The Special Committee collectively reached the conclusion to recommend to the Board to approve the Merger Agreement in light of the various factors described above and other factors that the members of the Special Committee believed were appropriate. In light of the variety of factors considered in connection with its evaluation of the Merger, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Special Committee applied his or her own personal business judgment to the process and may have given different weight to different factors. The Special Committee did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Special Committee based its recommendation on the totality of the information available to it, including discussions with Fiesta’s senior management and outside legal and financial advisors. It should be noted that this explanation of the reasoning of the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Concerning Forward-Looking Information” beginning on page 20.

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Proposal be approved by the Fiesta stockholders. See the section entitled “The Merger — Interests of Fiesta’s Directors and Executive Officers in the Merger” beginning on page 52.

Following the receipt of the recommendations of the Special Committee discussed above, and acting on the unanimous recommendation of the Special Committee, the Board, by unanimous vote, at a special meeting held on August 5, 2023, and after careful considerations at this and prior Board meetings, among other things:

In arriving at this determination and in recommending that the Fiesta stockholders vote their shares of Common Stock in favor of adoption of the Merger Agreement, the Board considered a number of factors, including the following factors (not necessarily in order of relative importance) which the Board viewed as being generally positive or favorable in coming to its determination, approval and related recommendation:

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but is meant to include material factors considered by the Board. The Board collectively reached the conclusion to approve the Merger Agreement in light of the various factors described above and other factors that the members of the Board believed were appropriate. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information available to, and the investigation conducted by, the Board. It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Concerning Forward-Looking Information” beginning on page 20. Accordingly, the Board unanimously recommends that the Fiesta stockholders vote “FOR” the Merger Proposal.

Fiesta does not, as a matter of course, make public long-term forecasts or internal projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. The Forecasted Financial Information was provided by Fiesta management to the Special Committee and to Houlihan Lokey, who was authorized and directed to use and rely upon the Forecasted Financial Information for purposes of its financial analyses and opinion to the Special Committee.

The inclusion of this Forecasted Financial Information should not be regarded as an indication that any of Fiesta, its affiliates, officers, directors, advisors or other representatives or any other recipient of this Forecasted Financial Information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and the summary of the Forecasted Financial Information set forth below should not be relied on as such.

The Forecasted Financial Information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the Forecasted Financial Information reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Fiesta’s management. Further, given that the Forecasted Financial Information covers multiple years, by its nature, it becomes subject to greater uncertainty with each successive year beyond its preparation. The Forecasted Financial Information is subject to various risks, including, among others, the effect of future regulatory or legislative actions on Fiesta or the industries in which it operates, the potential impact of the announcement or consummation of the Merger on relationships with customers, vendors, competitors, management and other employees, risks relating to Fiesta’s indebtedness, changes in the general economic environment, or social or political conditions that could affect Fiesta’s businesses, potential liability resulting from pending or future litigation, and other matters described in the sections entitled “Cautionary Statement Concerning Forward-Looking Information,” and “Where You Can Find More Information” beginning on pages 20 and 89, respectively.

The Forecasted Financial Information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, personal judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Neither Fiesta nor its affiliates, officers, directors, advisors or other representatives can give assurance that the Forecasted Financial Information and the underlying estimates and assumptions will be realized. This Forecasted Financial Information constitutes “forward-looking statements” and actual results may differ materially and adversely from those set forth below.

The Forecasted Financial Information does not take into account any circumstances or events occurring after April 2023. Fiesta cannot give assurance that, had the Forecasted Financial Information that was prepared by it has been prepared either as of the date of the Merger Agreement or as of the date of this proxy statement, similar estimates and assumptions would have been used. The Forecasted Financial Information does not take into account all of the possible financial and other effects of the Merger on Fiesta, the effect on Fiesta of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Forecasted Financial Information does not take into account the effect on Fiesta of any possible failure of the Merger to occur. Neither Fiesta nor any of its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Fiesta stockholder or other person regarding Fiesta’s ultimate performance compared to the information contained in the Forecasted Financial Information or that the Forecasted Financial Information will be achieved. The inclusion of the Forecasted Financial Information herein should not be deemed an admission or representation by Fiesta, its affiliates, officers, directors, advisors or other representatives or any other person that it is viewed as material information of Fiesta, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the Forecasted Financial Information included below is not being included in this proxy statement in order to influence the decision of any Fiesta stockholder or to induce any Fiesta stockholder to vote in favor of any of the proposals at the Special Meeting.

The Forecasted Financial Information was not prepared with a view toward compliance with United States generally accepted accounting principles (“GAAP”), published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Forecasted Financial Information included in this proxy statement has been prepared at the direction of, and is the responsibility of, management of Fiesta. RSM US LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Forecasted Financial Information and, accordingly, RSM US LLP does not express an opinion or any other form of assurance with respect thereto. The RSM US LLP report contained in Fiesta’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023, relates to historical financial information of Fiesta, and such report does not extend to the Forecasted Financial Information and should not be read to do so.

The Forecasted Financial Information includes non-GAAP financial measures, including Adjusted EBITDA. Please see the tables below for a description of how Fiesta defines these non-GAAP financial measures. Fiesta believes that such non-GAAP financial measures provide information useful in assessing operating and financial performance across periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures used by Fiesta may not be comparable to similarly titled measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the Merger if the disclosure is included in a document such as this proxy statement to comply with requirements under state laws, including case law.

In light of the foregoing, and considering that the Special Meeting will be held several months after the Forecasted Financial Information was prepared, as well as the uncertainties inherent in any forecasted information, the Fiesta stockholders are cautioned not to place undue reliance on such information, and Fiesta cautions you that the Forecasted Financial Information should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Fiesta contained in its public filings with the SEC. Please see the section entitled “Where You Can Find More Information.”

The following table reflects a summary of selected metrics reflected in the Forecasted Financial Information, which do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger:

Except as required by applicable securities laws, Fiesta does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Forecasted Financial Information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions are shown to be in error or are no longer appropriate or to reflect changes in general economic or industry conditions.

The Special Committee engaged Houlihan Lokey to act as its financial advisor in connection with the Merger.

On August 5, 2023, Houlihan Lokey orally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated August 5, 2023) as to, as of such date, the fairness, from a financial point of view, to the Fiesta stockholders (other than Parent, Merger Sub and their respective affiliates) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was furnished for the use of the Special Committee (in its capacity as such), and only addressed the fairness, from a financial point of view, to the Fiesta stockholders (other than Parent, Merger Sub and their respective affiliates) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex C to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any security holder or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of Fiesta advised Houlihan Lokey, and Houlihan Lokey assumed, that the Forecasted Financial Information reviewed by Houlihan Lokey that Houlihan Lokey was directed to utilize and rely upon for purposes of its analyses and opinion were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Fiesta and the other matters covered thereby, and were a reasonable basis upon which to evaluate Fiesta and such other matters, and Houlihan Lokey expressed no opinion with respect to such projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Fiesta since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied, at the Special Committee’s direction, upon the assessments of the management of Fiesta as to, among other things, (i) the potential impact on Fiesta of macroeconomic, geopolitical, market, competitive, seasonal and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the restaurant industry, including with respect to the geographic regions in which Fiesta operates, (ii) the amount of rental payments (net of sublease income) associated with existing closed stores, (iii) pending or potential litigation matters, (iv) implications for Fiesta of the global COVID-19 pandemic and (v) existing and future agreements and other arrangements involving, and the ability to attract, retain and/or replace, key employees, franchisees, licensees, suppliers, distributors and other commercial relationships of Fiesta. Houlihan Lokey assumed, with the Special Committee’s consent, that there would be no developments with respect to any such matters that would have an effect on the Merger or Fiesta that would be material to its analyses or opinion.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Merger or Fiesta that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement reviewed by Houlihan Lokey, dated August 4, 2023.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed,

contingent, derivative, off-balance sheet or otherwise) of Fiesta or any other entity, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities to which Fiesta or any other entity was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Fiesta or any other entity was or may have been a party or was or may have been subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, business or operations of Fiesta or any other party, or any alternatives to the Merger, (b) negotiate the terms of the Merger or (c) advise the Special Committee, the Board or any other party with respect to alternatives to the Merger. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any opinion as to the actual value of the Common Stock when exchanged pursuant to the Merger or the price or range of prices at which the Common Stock could be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Special Committee (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey’s opinion addressed only the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration (to the extent expressly specified in the opinion), without regard to individual circumstances of specific holders (whether by virtue of control, voting, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of Fiesta held by such holders, and its opinion did not in any way address proportionate allocation or relative fairness. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the Board, Fiesta, its security holders or any other party to proceed with or effect the Merger, (ii) any terms, aspects or implications of any voting and support agreement or any other arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Merger Consideration to the extent expressly specified in the opinion), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of Fiesta, or to any other party, except if and only to the extent expressly set forth in the last sentence of the opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for Fiesta or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of Fiesta’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Fiesta or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not Fiesta, its security holders or any other party was receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of Fiesta or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to, or received by, any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Special Committee, on the assessments of the Special Committee, the Board, Fiesta and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to Fiesta and the Merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Houlihan Lokey’s analyses for comparative purposes is identical to Fiesta or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Forecasted Financial Information and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Fiesta. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Special Committee in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Special Committee or management with respect to the Merger or the Merger Consideration. The type and amount of consideration payable in the Merger were determined through negotiation between Fiesta and Parent, and the decision to enter into the Merger Agreement was solely that of the Special Committee and the Board.

In preparing its opinion for the Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Special Committee on August 5, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including the following:

Unless the context indicates otherwise, equity values used in the selected companies analysis described below were calculated using the closing prices of the common stock of the selected companies listed below as of August 4, 2023, and transaction values for the selected transactions analysis described below were calculated on

an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of Fiesta relied upon for the financial analyses described below were based on the Forecasted Financial Information that Houlihan Lokey was directed to utilize and rely upon for purposes of its analyses and opinion, and estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant.

The financial data reviewed included:

The selected companies and resulting low, high, median and mean financial data included the following:

Taking into account the results of the selected companies analysis and its experience and professional judgment, Houlihan Lokey applied selected multiple ranges of 6.25x to 7.25x to Fiesta’s LTM Adjusted EBITDA, 4.50x to 5.50x to Fiesta’s estimated Adjusted EBITDA for fiscal year 2023, and 3.75x to 4.75x to Fiesta’s estimated Adjusted EBITDA for fiscal year 2024. The selected companies analysis indicated implied value reference ranges per share of Fiesta Common Stock of $7.00 to $8.00 based on Fiesta’s LTM Adjusted EBITDA, $7.03 to $8.38 based on Fiesta’s estimated Adjusted EBITDA for fiscal year 2023, and $8.16 to $10.07 based on Fiesta’s estimated Adjusted EBITDA for fiscal year 2024, in each case as compared to the Merger Consideration of $8.50 per share of Common Stock.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of LTM Adjusted EBITDA.

The selected transactions and resulting low, high, median and mean financial data were:

Taking into account the results of the selected transactions analysis and its experience and professional judgment, Houlihan Lokey applied a selected multiple range of 7.00x to 9.00x to Fiesta’s LTM Adjusted EBITDA. The selected transactions analysis indicated an implied value reference range per share of Common Stock of $7.68 to $9.72, as compared to the Merger Consideration of $8.50 per share of Common Stock.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of Fiesta based on the Forecasted Financial Information that Houlihan Lokey was directed to utilize and rely upon for purposes of its analyses and opinion. Houlihan Lokey applied discount rates ranging from 16.0% to 18.0% and perpetuity growth rates ranging from 0.0% to 2.0%. The discounted cash flow analysis indicated an implied value reference range per share of Common Stock of $8.17 to $9.84, as compared to the Merger Consideration of $8.50 per share of Common Stock.

Houlihan Lokey was engaged by the Special Committee to provide an opinion to the Special Committee as to the fairness, from a financial point of view, to the Fiesta stockholders (other than Parent, Merger Sub and their respective affiliates) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement. The Special Committee engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, and for other purposes. Pursuant to its engagement by the Special Committee, Houlihan Lokey became entitled to a fee of $600,000 for the rendering of its opinion to the Special Committee. No portion of Houlihan Lokey’s fee was contingent upon the successful completion of the Merger. Fiesta has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Fiesta, Parent, GSP, Jefferies Financial, or any other party that may be involved in the Merger and their respective security holders or affiliates, and/or portfolio companies of their respective affiliated or associated investment funds, as applicable, or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and certain of its affiliates have in the past provided financial advisory services to Fiesta, have in the past provided and are currently providing investment banking, financial advisory and/or other

financial or consulting services to Jefferies Financial or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, Jefferies Financial (collectively, with Jefferies Financial, the “Jefferies Group”) and have in the past provided investment banking, financial advisory and/or other financial or consulting services to GSP or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, GSP (collectively, with GSP, the “GSP Group”), for which Houlihan Lokey and its affiliates have received, and may receive, compensation, including, among other things, during the past two years, (i) with respect to the GSP Group, having acted as exclusive placement agent in connection with GSP’s fundraise for GSP 4.0 Fund, L.P., which Houlihan Lokey understands is expected to provide equity financing to Parent in connection with the Merger, and certain co-investment vehicles, which closed in January 2023 (the “GSP Fund Raise”), and exclusive placement agent to Fat Tuesday, a member of the GSP Group, in connection with a refinancing transaction, which closed in June 2022, for which Houlihan Lokey received aggregate fees of approximately $3,000,000 and (ii) with respect to Fiesta, having acted as a financial advisor to the Special Committee in connection with a previous strategic transaction involving Fiesta, which was not consummated, for which Houlihan Lokey received aggregate fees of approximately $350,000. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Fiesta, Parent, members of the Jefferies Group, members of the GSP Group, other participants in the Merger or certain of their respective security holders or affiliates, and/or portfolio companies of their respective affiliated or associated investment funds, as applicable, in the future, for which Houlihan Lokey and its affiliates may receive compensation. As the Special Committee was aware, certain members of the team of investment banking professionals of Houlihan Lokey involved in providing services to GSP in connection with the GSP Fund Raise were offered the opportunity to invest, and did invest, in the co-investment vehicle invested in ARB. In addition, Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may otherwise have committed to invest in private equity or other investment funds managed or advised by the Jefferies Group, GSP, other participants in the Merger or certain of their respective affiliates or security holders, and may have co-invested with members of the Jefferies Group, members of the GSP Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Fiesta, Parent, members of the Jefferies Group, members of the GSP Group, other participants in the Merger or certain of their respective affiliates or security holders, and/or portfolio companies of their respective affiliated or associated investment funds, as applicable, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Parent has received equity commitments from the GSP Funds in an amount of up to $112.5 million on the terms set forth in an equity commitment letter (the “Equity Commitment Agreement”).

Additionally, Parent has obtained financing commitments pursuant to the Debt Commitment Letter for the purpose of financing the Transactions and paying related fees and expenses. The Lender has committed to provide Parent with Debt Financing in an aggregate principal amount of up to $115 million on the terms and conditions set forth in the Debt Commitment Letter, consisting of (i) a $10 million revolving loan facility and (ii) a $105 million term loan. The obligations of the Lender to provide Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including the consummation of the Merger, the receipt of executed loan documentation, the accuracy of certain specified representations and warranties, the contribution of the equity contemplated by the Equity Commitment and other customary closing conditions for financings of this type. As of the last practicable date before the printing of this proxy statement, the Debt Commitment Letter remains in effect, and Parent has not notified Fiesta of any plans to utilize financing in lieu of the financing described above. The definitive documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

The Merger is not conditioned on Parent’s or Merger Sub’s receipt of the Debt Financing or the Equity Commitment.

Pursuant to the limited guaranty delivered by the GSP Funds in favor of Fiesta, dated as of August 6, 2023, the GSP Funds have agreed to guarantee the payment of the certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, which are subject to an aggregate cap equal to $15 million, including amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by Fiesta, as specified in the Merger Agreement.

To the extent the proceeds of the Debt Financing are required to consummate the Merger, Parent must use its reasonable best efforts to consummate the Debt Financing on or prior to the Closing Date, including (i) (1) maintaining in effect the Debt Commitment Letter and complying with all of its respective material obligations thereunder to the extent required as a condition to the Debt Financing and (2) negotiating and entering into definitive agreements with respect to the Debt Financing reflecting the terms contained in the Debt Commitment Letter (or with other terms agreed by Parent and the Debt Financing sources, subject to the restrictions on amendments and other modifications of the Debt Commitment Letter set forth in the Merger Agreement) (any such agreements, the “Definitive Financing Agreements”), so that such agreements are in effect no later than the Closing and (ii) satisfying on a timely basis all the conditions to the Debt Financing and the Definitive Financing Agreements related thereto that are applicable to Parent and Merger Sub that are within their control.

In the event that all closing conditions to the Transactions have been satisfied or waived or, upon funding will be satisfied or waived, Parent must use its reasonable best efforts to cause the funding of the Debt Financing in accordance with its terms on the Closing Date; provided that, in no event will Parent, Merger Sub or any of their respective affiliates have any obligation to institute any claim, action suit or proceeding against the Lender or its representatives in connection with the obligations with respect to the Debt Financing. Parent may not take or refrain from taking, directly or indirectly, any action (to the extent within its control) that would reasonably be expected to result in a failure of any of the conditions contained in the Debt Commitment Letter or the definitive debt documents entered into in connection therewith.

If funds in the amounts set forth in the Debt Commitment Letter, or any portion thereof, become unavailable, to the extent the proceeds of the Debt Financing are required to consummate the Merger and the other transactions contemplated thereby, Parent must, as promptly as practicable following the occurrence of such event, (i) notify Fiesta in writing thereof, (ii) use its reasonable best efforts to obtain substitute financing sufficient to enable Parent to consummate the Merger and the Transactions in accordance with its terms and otherwise on conditions no less favorable in the aggregate to Parent than as set forth in the Debt Commitment Letter (the “Substitute Financing”); and (iii) use its reasonable best efforts to obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to Fiesta true, complete and correct copies of the new commitment letter and the related fee letters (in redacted form); provided, that Parent will not be required to obtain financing that includes terms and conditions materially less favorable (taking into account any “market flex” provision) to Parent (as determined in the reasonable judgment of Parent) relative to those in the Debt Financing being replaced.

To the extent necessary for Parent to fulfill its obligations under the Merger Agreement, Parent must promptly take all actions to cause the funding of the Equity Commitment, solely to the extent the conditions to funding thereunder have been satisfied in accordance with the terms thereof. Parent may not amend, modify or supplement the Equity Commitment Agreement in a manner adverse to Parent or Fiesta or otherwise terminate the same without the prior written consent of Fiesta.

Prior to the Effective Time, Fiesta will, and will cause its subsidiaries to, and will cause its and their respective affiliates and representatives to, use reasonable best efforts to cooperate with Parent in a timely manner as reasonably requested by Parent in connection with Parent’s arrangement of the Debt Financing. Such cooperation will include using reasonable best efforts to:

If the Merger Proposal receives the required approval of the Fiesta stockholders described elsewhere in this proxy statement and the other conditions to Closing are either satisfied or waived and the Merger Agreement is not otherwise terminated in accordance with its terms, Merger Sub will be merged with and into Fiesta upon the terms set forth in the Merger Agreement. Fiesta will continue as the Surviving Corporation in the Merger as a wholly owned subsidiary of Parent.

Fiesta’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Bylaws will be amended and restated as a result of the Merger in the forms attached to the Merger Agreement as Exhibit A and Exhibit B thereto (which such forms will include provisions with respect to exculpation, indemnification and advancement of expenses that are no less favorable to Fiesta Indemnified Parties (as defined in the section entitled “The Merger Agreement — Structure of the Merger; Certificate of Incorporation, Bylaws and Directors and Officers of the Surviving Corporation” beginning on page 60) with respect to acts or omissions occurring at or prior to the Effective Time as those contained in the Certificate of Incorporation and the Bylaws as of August 6, 2023).

Following the Merger, all of the Common Stock will be beneficially owned by Parent, and none of the Fiesta stockholders (other than Parent) as of immediately prior to the Merger will, by virtue of the Merger, have any ownership interest in, or be a stockholder of, Fiesta, the Surviving Corporation, or Parent. As a result, the Fiesta stockholders (other than Parent) as of immediately prior to the Merger will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Common Stock. Following the Merger, Parent will benefit from any increase in Fiesta’s value and also will bear the risk of any decrease in Fiesta’s value.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by Fiesta (or held by Fiesta as treasury stock), shares held, directly or indirectly, by Parent or Merger Sub (or any of their respective affiliates), immediately prior to the Effective Time or shares held by a holder who properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL), will be converted into the right to receive the Merger Consideration. Any shares of Common Stock held by Fiesta as treasury stock or held, directly or indirectly, by Parent or Merger Sub (or any of their respective affiliates), immediately prior to the Effective Time will be automatically cancelled and retired and will not be entitled to receive the Merger Consideration.

For information regarding the effects of the Merger on Fiesta’s outstanding equity awards, please see the sections entitled “The Merger Agreement — Treatment of Fiesta Incentive Awards — Treatment of Restricted Stock Awards,” “The Merger Agreement — Treatment of Fiesta Incentive Awards — Treatment of Restricted Stock Unit Awards,” and “The Merger — Treatment of Fiesta Incentive Awards — Interests of Fiesta’s Directors and Executive Officers in the Merger” beginning on pages 61 and 52, respectively.

The Common Stock is currently registered under the Exchange Act and trades on Nasdaq under the symbol “FRGI.” Following the consummation of the Merger, shares of Common Stock will no longer be traded on Nasdaq or any other public market. In addition, the registration of the Common Stock under the Exchange Act will be terminated. Following termination of registration of the Common Stock under the Exchange Act, Fiesta will no longer be required to furnish information to Fiesta stockholders and the SEC, and the provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, will become inapplicable to Fiesta. Parent will become the beneficiary of the cost savings associated with Fiesta no longer being subject to the reporting requirements under the federal securities laws.

In the event that the Merger Proposal does not receive the required approval of Fiesta stockholders described elsewhere in this proxy statement, or if the Merger is not completed for any other reason, Fiesta stockholders will not receive any Merger Consideration or other payment for their shares of Common Stock in connection with the Merger. Instead, Fiesta expects that its management will operate Fiesta’s business in a manner similar to that in which it is being operated today and Fiesta will remain an independent public company, the Common Stock will continue to be listed and traded on Nasdaq, Common Stock will continue to be

registered under the Exchange Act and the Fiesta stockholders will continue to own their shares of Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Common Stock.

If the Merger is not completed, there can be no assurances as to the effect of these risks and opportunities on the future value of your shares of Common Stock, including the risk that the market price of Common Stock may decline to the extent that the current market price of Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there can be no assurances that any other transaction acceptable to Fiesta will be offered or that the business, operations, financial condition, earnings or prospects of Fiesta will not be adversely impacted or that the Fiesta stockholders will ever receive a control premium for their shares. Pursuant to the Merger Agreement, under certain circumstances Fiesta is permitted to terminate the Merger Agreement in order to enter into an alternative transaction. Please see the section entitled “The Merger Agreement — Termination” beginning on page 75.

Under certain circumstances, if the Merger is not completed, Fiesta may be obligated to pay to Parent the Company Termination Fee. Please see the section entitled “The Merger Agreement — Termination Fee” beginning on page 76.

Fiesta’s directors and executive officers have interests in the Merger that are in addition to, or different from, the interests of other stockholders, including the holding of Restricted Stock Awards or Restricted Stock Unit Awards and enhanced severance benefits pursuant to their respective severance agreements (as further described in the section titled “Severance Protections” beginning on page 53). The Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger, and in recommending the approval of the Merger Proposal to the Fiesta stockholders. These interests are described in further detail below.

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, each Restricted Stock Award that is outstanding as of immediately prior to the Effective Time will be deemed fully vested and the restrictions with respect thereto will lapse, will be automatically cancelled and converted into the right to receive $8.50 per share in cash in accordance with the terms of the Merger Agreement, subject to tax withholding pursuant to the Merger Agreement.

The following sets forth, for each director or executive officer, the aggregate number of shares of Common Stock subject to the Restricted Stock Awards held by such director or executive officer as of September 6, 2023, and the estimated value of such Restricted Stock Awards assuming such director or executive officer remains continuously employed with Fiesta or a subsidiary until the Effective Time.

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, each Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time, whether vested or

unvested, will be deemed cancelled and extinguished and will be converted into the right to receive, in accordance with the terms of the Merger Agreement, an amount in cash, without interest thereon, equal to the product obtained by multiplying (i) the number of shares of Common Stock subject to such Restricted Stock Unit Awards (determined at the target level of performance if subject to performance-based vesting) by (ii) $8.50 per share in cash, subject to tax withholding pursuant to the Merger Agreement.

The following sets forth, for each executive officer, the aggregate number of shares of Common Stock subject to Restricted Stock Unit Awards (assuming target performance) held by such executive officer as of September 6, 2023, and the estimated value of such Restricted Stock Unit Awards assuming such executive officer remains continuously employed with Fiesta or a subsidiary until the Effective Time.

Each of Mr. Montgomery, Mr. DiPietro, Mr. Yoesting and Ms. Diaz is a party to an agreement that provides severance protections in the event of the executive officer’s termination of employment in certain circumstances. If the severance and other payments or benefits payable to the executive officers would be subject to the adverse tax consequences under Sections 280G and 4999 of the U.S. Internal Revenue Code, then such amounts will either be reduced so as to not trigger any excise tax for the executive officer or paid in full (whichever results in the executive officer’s receipt of the greatest amount of benefits on an after-tax basis).

On September 9, 2019, Fiesta and Mr. Montgomery entered into an agreement (the “Montgomery Agreement”), as amended on February 23, 2022, and April 13, 2023, which provides for severance payments by Fiesta upon termination of Mr. Montgomery’s employment by Fiesta without “Cause” (as defined below) for reasons other than death or “permanent and total disability,” or termination of employment with Fiesta by Mr. Montgomery for Good Reason (as defined below). The severance payments and benefits include (i) an amount equal to 1.5 times (or 2.0 times if his termination occurs within 12 months following a “change of control,” which includes the Merger) Mr. Montgomery’s annual base salary in effect prior to the date of termination of employment (ii) an amount equal to the pro rata portion of the aggregate bonus that Mr. Montgomery would have been entitled to receive in the fiscal year of the date of termination of employment, plus any earned but unpaid bonus for the year immediately preceding the year in which the termination occurs and (iii) to the extent Mr. Montgomery and his dependents elect coverage under Fiesta’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), COBRA premium payments of Mr. Montgomery and his dependents for a period of up to twelve (12) months after Mr. Montgomery’s termination of employment. The base salary-related severance is payable to Mr. Montgomery in a single lump sum cash payment within thirty (30) days of the termination date and the bonus-related amount is payable to him in a single lump sum cash payment on the date that bonuses are paid under Fiesta’s Executive Bonus Plan, but in no event later than March 15th of the calendar year following the calendar year in which his employment terminates. The severance payments are subject to Mr. Montgomery’s execution and non-revocation of a release of claims in favor of Fiesta. In addition, pursuant to the terms of an offer letter dated as of April 12, 2023, between Fiesta and Mr. Montgomery, he will be entitled to receive a guaranteed minimum bonus amount equal to 50% of his annual bonus target, to be paid on or before March 15, 2024, provided that he remains employed with Fiesta through December 31, 2023.

For purposes of the Montgomery Agreement, “Cause” means (i) Mr. Montgomery’s commission of any act or omission that would constitute a felony or any crime of moral turpitude under federal law or the law of the state or foreign law in which such action occurred, (ii) Mr. Montgomery’s dishonesty, disloyalty, fraud, embezzlement, theft, engagement of competitive activity, disclosure of trade secrets or confidential information or other acts or omissions that result in a breach of the duty of loyalty or a breach of fiduciary duties or other material duty to Fiesta and its subsidiaries, (iii) Mr. Montgomery’s continued reporting to work or working under the influence of alcohol, an illegal drug, an intoxicant or a controlled substance which renders Mr. Montgomery

incapable of performing his material duties to the satisfaction of Fiesta and/or its subsidiaries, (iv) Mr. Montgomery’s failure to substantially perform his duties and/or responsibilities with respect to Fiesta and its subsidiaries, (v) Mr. Montgomery’s material breach of any of Fiesta’s or its subsidiaries’ policies or procedures, or (vi) willful damage by Mr. Montgomery to Fiesta’s or its subsidiaries’ assets.

In addition, the Montgomery Agreement defines “Good Reason” to include any of the following conditions arising without his consent, provided that he has first given written notice to Fiesta of the existence of the condition within 90 days of its first occurrence, and Fiesta has failed to remedy the condition within 30 days thereafter: (1) a material diminution in Mr. Montgomery’s base salary; (2) a material diminution in Mr. Montgomery’s authority, duties, or responsibilities; (3) relocation of Mr. Montgomery’s principal office more than 50 miles from its current location; or (4) any other action or inaction that constitutes a material breach by Fiesta of any terms or conditions of any agreement between Fiesta and Mr. Montgomery, which breach has not been caused by Mr. Montgomery.

Mr. DiPietro and Fiesta are parties to an agreement dated December 18, 2018, as amended on February 23, 2023 (the “DiPietro Agreement”), which provides for severance payments by Fiesta upon termination of Mr. DiPietro’s employment by Fiesta without “Cause” (as defined above for Mr. Montgomery) for reasons other than death or “permanent and total disability,” or termination of employment with Fiesta by Mr. DiPietro for Good Reason (as defined above for Mr. Montgomery). The severance payments include (i) an amount equal to one times Mr. DiPietro’s annual base salary in effect prior to the date of termination of employment (ii) an amount equal to the pro rata portion of the aggregate bonus that Mr. DiPietro would have been entitled to receive in the fiscal year of the date of termination of employment, plus any earned but unpaid bonus for the year immediately preceding the year in which the termination occurs, and (iii) to the extent Mr. DiPietro and his dependents elect coverage under Fiesta’s health insurance plan pursuant to COBRA, COBRA premium payments of Mr. DiPietro and his dependents for a period of up to twelve (12) months after Mr. DiPietro’s termination of employment. The base salary-related severance is payable to Mr. DiPietro in a single lump sum cash payment within thirty (30) days of the termination date and the bonus-related amount is payable to him in a single lump sum cash payment on the date that bonuses are paid under Fiesta’s Executive Bonus Plan, but in no event later than March 15th of the calendar year following the calendar year in which his employment terminates. The severance payments are subject to Mr. DiPietro’s execution and non-revocation of a release of claims in favor of Fiesta.

Ms. Diaz and Fiesta are parties to an agreement dated August 6, 2019, as amended February 23, 2022, that is substantially identical to the DiPietro Agreement.

Ms. Diaz also is entitled to receive a $75,000 retention payment on January 1, 2024, subject to her continued employment through that date.

Mr. Yoesting and Fiesta are parties to an agreement executed on May 20, 2022, which provides for severance payments by Fiesta upon a termination of Mr. Yoesting’s employment by Fiesta without “Cause” (as defined above for Mr. Montgomery). The severance payments include (i) Mr. Yoesting is entitled to an amount equal to one-half of his highest annual base salary in effect prior to the date his employment is terminated and (ii) an amount equal to the pro rata portion of the aggregate bonus that Mr. Yoesting would have been entitled to receive in the fiscal year of the date of termination of employment, plus any earned but unpaid bonus for the year immediately preceding the year in which the termination occurs. The base salary-related severance is payable to Mr. Yoesting in a single lump sum cash payment within thirty (30) days of the termination date and the bonus-related amount is payable to him in a single lump sum cash payment on the date that bonuses are paid under Fiesta’s Executive Bonus Plan, but in no event later than March 15th of the calendar year following the calendar year in which his employment terminates. The severance payments are subject to Mr. Yoesting’s execution and non-revocation of a release of claims in favor of Fiesta.

In addition, in connection with his promotion, Mr. Yoesting was granted the right to receive a cash bonus of $100,000 in two installments of $50,000 each. The first installment was paid on July 30, 2023. The second installment is payable on March 15, 2024 (subject to certain conditions, including his continued employment through that date).

Certain named executive officers participate in the Fiesta Deferred Compensation Plan (the “Deferred Compensation Plan”) pursuant to which participants have elected to defer payment of a certain portion of their compensation. Notwithstanding each participant’s deferral election, upon a change in control (which the Merger will constitute), all participants are entitled to receive a lump sum payment of all amounts accumulated in their Deferred Compensation Plan account no later than five days following the effective time of the Merger. Assuming that the Merger is consummated on November 1, 2023, the named executive officers who participate in the Deferred Compensation Plan would be entitled to payments in an aggregate amount equal to $11,445.

As of the date of this proxy statement, none of Fiesta’s executive officers has entered into any new agreement, arrangement or understanding with Parent or any of its affiliates regarding the terms and conditions of compensation, incentive pay or employment with Fiesta after the Merger. Although no agreements have been entered into at this time with any of Fiesta’s executive officers, prior to or following the completion of the Merger, they may enter into new agreements or amendments to existing employment agreements with Parent or one of its affiliates regarding their employment with Fiesta after the Merger.

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that Fiesta’s named executive officers could receive in connection with the Merger, as described more fully above the section entitled “The Merger — Interests of Fiesta’s Directors and Executive Officers in the Merger.” Such amounts have been calculated assuming (i) the Effective Time is November 1, 2023, which is the assumed date of Closing of the Merger solely for purposes of the disclosures in this section, (ii) a per share Merger Consideration amount equal to $8.50 per share of Common Stock, (iii) the annual base salary and annual target bonus opportunity for each of the named executive officers remain unchanged from the date hereof, (iv) the named executive officer’s employment is terminated without Cause as of the Effective Time, (v) none of the named executive officers receives any additional equity-based awards following the date hereof, (vi) the golden parachute rules under Section 280G of the Code do not limit the payments to any of the named executive officers pursuant to the “best net” provision described above, and (vii) each of the named executive officers has properly executed any required releases and complied with all requirements necessary in order to receive all payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the named executive officers, if any, may materially differ from the amounts set forth below.

All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, and any rights to advancement of expenses in favor of Fiesta Indemnified Parties (as defined in the section entitled “The Merger Agreement — Structure of the Merger; Certificate of Incorporation, Bylaws and Directors and Officers of the Surviving Corporation” beginning on page 60), as provided in the organizational documents of Fiesta or its subsidiaries existing as of August 6, 2023 or any indemnification agreements existing as of August 6, 2023, and made available to Parent will survive the Merger for a period of six years after the Effective Time. From and after the Effective Time, Parent will ensure the Surviving Corporation honors these obligations.

Fiesta will, or, if Fiesta is unable to, Parent will or will cause the Surviving Corporation to, obtain and fully pay the premium for a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six years from and after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed by the Fiesta Indemnified Parties, at or prior to the Effective Time, provided, that Parent or the Surviving Corporation will not be required to pay for such insurance program more than an amount per year equal to 300% of the current premiums paid by Fiesta for such program (“Current Premiums”) and if such premiums for such insurance would at any time exceed 300% of the Current Premiums of such insurance programs, then Parent or the Surviving Corporation will cause to be maintained policies of insurance that, in Parent’s or the Surviving Corporation’s good faith judgement, provide the maximum coverage available at an annual premium equal to 300% of the Current Premiums.

For more information, please see the section entitled “The Merger Agreement — Indemnification, Exculpation and Insurance” beginning on page 71.

The following discussion summarizes certain U.S. federal income tax considerations relating to the Merger for U.S. holders and non-U.S. holders (each as defined below) of Common Stock who hold their stock as a capital asset within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” This summary is based on the Code, the U.S. Treasury Department regulations issued under the Code (which we refer to as the “Treasury Regulations”) and administrative rulings and court decisions, each in effect as of the date of this proxy statement and all of which are subject to change at any time, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

This summary is not binding on the Internal Revenue Service (which we refer to as the “IRS”) or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the Merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Common Stock that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. A “non-U.S. holder” means a beneficial owner of Common Stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

This summary is not a complete description of all of the U.S. federal income tax considerations relating to the Merger and, in particular, may not address U.S. federal income tax considerations applicable to holders of Common Stock who are subject to special treatment under U.S. federal income tax law including, for example, partnerships (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) and partners therein, “controlled foreign corporations” or “passive foreign investment companies,” financial institutions, dealers in securities, insurance companies, tax-exempt entities (including private foundations), mutual funds, real estate investment trusts, personal holding companies, regulated investment companies, securities or currency dealers, traders in securities who elect to use the mark-to-market method of accounting, non-U.S.

holders that hold, directly or constructively (or that held, directly or constructively, at any time during the five-year period ending on the date of the Merger), five percent or more of the outstanding Common Stock, tax-exempt investors, S corporations, holders whose functional currency is not the U.S. dollar, tax-deferred or other retirement accounts, U.S. expatriates, former citizens or long-term residents of the United States, holders who acquired Common Stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, holders who hold Common Stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated investment, and persons subject to the U.S. alternative minimum tax. Also, this summary does not address U.S. federal income tax considerations applicable to a holder of Common Stock who exercises appraisal rights under DGCL. In addition, no information is provided with respect to the tax consequences of the Merger under any U.S. federal law other than income tax laws (including, for example, the U.S. federal estate, gift, Medicare, and alternative minimum tax laws), or any state, local, or non-U.S. tax laws that may be applicable to a holder. This summary does not address the tax consequences of any transaction other than the Merger.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Common Stock, the tax treatment of a partner in such a partnership generally will depend on the status of the partner and the activities of the partnership. Any entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds Common Stock, and any partners in such partnership, should consult their tax advisors regarding the tax consequences of the Merger to their specific circumstances.

The tax consequences of the Merger will depend on a holder’s specific situation. Holders of Common Stock should consult their tax advisor as to the tax consequences of the Merger relevant to their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

The receipt of cash by U.S. holders in exchange for shares of Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Common Stock pursuant to the Merger will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the Merger and (ii) the U.S. holder’s adjusted tax basis in its Common Stock exchanged therefor.

If a U.S. holder acquired shares of Common Stock by purchasing them, the U.S. holder’s adjusted tax basis in its shares will generally equal the amount the U.S. holder paid for the relevant shares. If a U.S. holder’s holding period in the shares of Common Stock surrendered in the Merger is greater than one year as of the date of the Merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of Common Stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Common Stock.

Payments made to a non-U.S. holder in exchange for shares of Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Payments of cash to a U.S. holder of Common Stock pursuant to the Merger may, under certain circumstances, be subject to information reporting and backup withholding, unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Certain holders (such as corporations) are exempt from backup withholding.

To avoid backup withholding, U.S. holders that do not otherwise establish an exemption should return a properly completed and executed IRS Form W-9 included with the letter of transmittal, certifying that such holder is a United States person, that the taxpayer identification number provided in the IRS Form W-9 is correct, and that such holder is not subject to backup withholding. Non-U.S. holders should submit a properly completed and executed applicable IRS Form W-8, which may be obtained at www.irs.gov, in order to avoid backup withholding. Such holders should consult their tax advisors to determine which IRS Form W-8 is appropriate.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner. Non-U.S. holders may be required to comply with certification requirements and identification procedures in order to establish an exemption from information reporting and backup withholding.

The discussion set forth above is included for general information purposes only and is not a complete analysis or discussion of all potential tax considerations relevant to holders of Common Stock. Holders of Common Stock are strongly urged to consult their tax advisors with respect to the tax consequences of the Merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

On September 20, 2023, a purported stockholder of Fiesta filed a complaint in federal court captioned Ryan O’Dell v. Fiesta Restaurant Group, Inc., et al., Case No. 23-cv- 8316 (S.D.N.Y) (the “O’Dell Complaint”). The O’Dell Complaint names Fiesta and members of the Board as defendants and generally alleges that this proxy statement, originally filed on September 11, 2023 in connection with the Merger, omits certain purportedly material information in violation of Sections 14(a) and 20(a) of the Exchange Act. The O’Dell Complaint seeks, among other things, injunctive relief to prevent the consummation of the Merger, or alternatively, rescission or rescissory damages in the event the Merger is consummated. In addition, as of September 21, 2023, three other purported stockholders of Fiesta sent letters to counsel for Fiesta, including one that attaches a draft complaint, asserting similar disclosure claims and demanding certain additional disclosures.

The completion of the Merger is subject to:

Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until required information and materials are furnished to the Antitrust Division and the FTC and statutory waiting period requirements have been satisfied. On August 16, 2023, Fiesta filed its Notification and Report Forms with the Antitrust Division and the FTC. The waiting period under the HSR Act is expected to expire on

September 15, 2023, unless earlier terminated or extended by the FTC or Antitrust Division. At any time before or after the consummation of any such transactions, the FTC or the Antitrust Division could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the Merger.

Approval of the Merger Proposal is a condition to completion of the Merger.

The vote on the Merger Proposal is a vote separate and apart from the vote to approve either the Advisory Compensation Proposal or the Adjournment Proposal. Accordingly, a Fiesta stockholder may vote to approve the Merger Proposal and vote not to approve the Advisory Compensation Proposal or the Adjournment Proposal, and vice versa.

Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. A failure to vote (including a failure to instruct your bank, broker, trust or other nominee to vote) or an abstention will have the same effect as a vote “AGAINST” the Merger Proposal.

Pursuant to voting agreements, (i) BEI-Longhorn (which beneficially owned approximately 20.1% of the outstanding shares of Common Stock as of September 6, 2023) has agreed, subject to the terms and conditions thereof, to vote all shares of Common Stock held by BEI-Longhorn as of such date in favor of the Merger Proposal at the Special Meeting and (ii) AREX Management (which beneficially owned approximately 9.73% of the outstanding shares of Common Stock as of September 6, 2023) has agreed, subject to the terms and conditions thereof, to vote all shares of Common Stock held by AREX Management as of such date in favor of the Merger Proposal at the Special Meeting. For a more complete discussion of the voting agreements, please see the section entitled “The Voting Agreements” beginning on page 78.

The Board, after due and careful discussion and consideration and acting upon the recommendation of the Special Committee, unanimously (i) determined that the Merger Agreement, the Merger and the Transactions are advisable and fair to, and in the best interests of, Fiesta and Fiesta stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the Transactions and (iii) resolved to recommend that Fiesta stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the Transactions.

Below is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete, may not contain all of the information about the Merger Agreement that is important to you, and is subject to, and qualified in its entirety by, the full text of the Merger Agreement. We encourage you to carefully read the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about Fiesta or modify or supplement any factual disclosures about Fiesta in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be disclosures regarding any facts and circumstances relating to Fiesta. The Merger Agreement contains representations and warranties by, and covenants of, Fiesta, Parent and Merger Sub that were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being modified and qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts and may be subject to contractual standards of materiality or material adverse effect qualifications applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Fiesta’s public disclosures. Investors are not third-party beneficiaries under the Merger Agreement. Accordingly, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Fiesta, Parent and Merger Sub.

Additional information about Fiesta may be found elsewhere in this proxy statement and Fiesta’s other public filings. Please see the section entitled “Where You Can Find More Information” beginning on page 89.

At the Effective Time, Merger Sub will merge with and into Fiesta and the separate corporate existence of Merger Sub will cease. Fiesta will be the Surviving Corporation in the Merger and will continue its corporate existence as a wholly owned subsidiary of Parent. At the Effective Time, all of the property, rights, privileges, powers and franchises of Fiesta and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities and duties of Fiesta and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation, all as provided under the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”). At the Effective Time, the Certificate of Incorporation and Bylaws of Fiesta will be amended and restated as a result of the Merger in the forms attached to the Merger Agreement as Exhibit A and Exhibit B thereto (which such forms include provisions with respect to exculpation, indemnification and advancement of expenses that are no less favorable to any person who is, or prior to the Effective Time becomes, or has been at any time prior to the date of the Merger Agreement, a director or officer of Fiesta or any of its predecessors (in each case, when acting in such capacity), which collectively, are referred to as the “Fiesta Indemnified Parties,” with respect to actions or omissions occurring at or prior to the Effective Time as those contained in the Certificate of Incorporation and Bylaws as of August 6, 2023, or any indemnification or other similar agreements in effect as of August 6, 2023 that were made available to Parent).

Subject to applicable law, the directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The officers of Fiesta immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

The Closing of the Merger will take place on the Closing Date. On the Closing Date, the parties will cause a certificate of merger with regard to the Merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and DLLCA. The Merger will become effective at such time as such certificate of merger is duly filed with the Secretary of State of the State of Delaware or on such later date and time as will be agreed to by Fiesta and Parent and specified in such certificate of merger.

As of the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (a) shares owned (or held in treasury) by Fiesta, (b) shares owned by Parent or Merger Sub (or any of their respective affiliates) and (c) shares for which a holder properly perfects its appraisal rights under the DGCL) will be cancelled and automatically converted into the right to receive the Merger Consideration, subject to any applicable withholding taxes.

As of the Effective Time, each share of Common Stock owned or held in treasury by Fiesta or owned by Parent or Merger Sub (or any of their respective affiliates) immediately prior to the Effective Time will be automatically cancelled and retired and will not be entitled to receive the Merger Consideration.

Shares of Common Stock issued and outstanding immediately prior to the Effective Time with respect to which a Fiesta stockholder did not vote in favor of the adoption of the Merger Agreement (or consent thereto in writing) and is entitled to appraisal and has properly exercised appraisal rights and who does not thereafter fail to perfect, effectively withdraw, or otherwise lose such stockholder’s right to appraisal in accordance with Section 262, will not be converted into the right to receive the Merger Consideration, but instead at the Effective Time will be cancelled and converted into the right to receive payment of such amounts as are payable in accordance with Section 262.

As of the Effective Time, each unit of Merger Sub’s membership interests issued and outstanding will be automatically converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

Each of Parent, Merger Sub, the Surviving Corporation and the exchange agent for the Merger Consideration will be entitled to deduct and withhold from the amounts that would otherwise be payable under the terms of the Merger Agreement any amounts that may be required to be deducted or withheld with respect to the making of such payment under any applicable tax law, and any amounts so deducted or withheld and that, if required, are paid over to the applicable governmental entity will be treated as having been paid to the person in respect of which such deduction or withholding was made.

At the Effective Time, each Restricted Stock Award that is outstanding as of immediately prior to the Effective Time, by virtue of the Merger, will be deemed fully vested and the restrictions with respect thereto will lapse, will be automatically cancelled and converted into the right to receive the per share Merger Consideration in cash in accordance with the terms of the Merger Agreement, subject to tax withholding.

At the Effective Time, each Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time, by virtue of the Merger, whether vested or unvested, will be deemed cancelled and extinguished and will be converted into the right to receive, in accordance with the terms of the Merger Agreement, the Restricted Stock Unit Award Payment, subject to tax withholding.

Prior to the Effective Time, Parent will appoint Equiniti Trust Company, LLC as the exchange agent. At or prior to the Effective Time, Parent will deposit with, or will cause to be deposited to, the exchange agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to the Merger Agreement.

Within three business days after the Effective Time, Parent will send, or will cause the exchange agent to send, to each record holder of shares of Common Stock holding certificates (each, a “Certificate”) at the Effective Time whose shares were converted into the right to receive the Merger Consideration, a letter of transmittal and instructions for use in such exchange. Upon surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the exchange agent together with the letter of transmittal, duly completed and validly executed, the holder of such Certificate will be entitled to receive the Merger Consideration (less applicable withholding taxes) in exchange for each share of Common Stock formerly represented by the Certificate. No interest will be paid or will accrue on the cash payable upon the surrender or transfer of such Certificate.

Promptly after the Effective Time, the exchange agent will issue and send a check or wire transfer for the amount of cash equal to the Merger Consideration to each holder of book-entry shares that immediately prior to the Effective Time represented shares of Common Stock that were converted pursuant to the Merger Agreement into the right to receive the Merger Consideration, and the book-entry shares will be automatically cancelled, and without such holder being required to deliver a Certificate or any letter of transmittal, “agent’s message” or other documents to the exchange agent. No interest will be paid or accrued on the cash payable in respect of any book-entry share.

The Merger Agreement contains representations and warranties of Fiesta, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” qualification with respect to Fiesta or a “Parent Material Adverse Effect” qualification with respect to Parent and Merger Sub. For purposes of the Merger Agreement, a “Company Material Adverse Effect” with respect to Fiesta means any change, effect, development, circumstance, condition or occurrence that, individually or in the aggregate, (a) has a material adverse effect on the condition (financial or otherwise), business or results of operations of Fiesta and its subsidiaries, taken as a whole, or (b) prevents or materially delays the consummation of the Merger on the terms contained in the Merger Agreement; provided, however, that, in the case of (a), “Company Material Adverse Effect” will not be deemed to include the impact of:

However, (A) with respect to the matters described in (i), (ii), and (iii), above, such impact will be taken into account to the extent that such effects disproportionately have an adverse impact on Fiesta relative to other persons operating in the industries in which Fiesta and its subsidiaries operate; (B) matters described in (iv) and (v) do not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution and delivery of the Merger Agreement or the pendency or consummation of the Transactions; and (C) with respect to matters described in (vi) and (vii), it being understood that the facts or occurrences giving rise or contributing to such changes that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be taken into account.

For the purpose of the Merger Agreement, a “Parent Material Adverse Effect” with respect to Parent and Merger Sub means any change, effect, development, circumstance, condition or occurrence that, individually or in the aggregate, prevents or materially delays the consummation of the Merger or materially impairs or materially delays the ability of Parent or Merger Sub to perform their respective obligations under the Merger Agreement.

Subject to certain exceptions in the Merger Agreement, the company disclosure schedules and certain of Fiesta’s public filings with the SEC filed or furnished on or prior to August 3, 2023, the Merger Agreement contains representations and warranties of Fiesta as to, among other things:

Subject to certain exceptions in the Merger Agreement, the Merger Agreement also contains representations and warranties of Parent and Merger Sub as to, among other things:

The Merger Agreement provides that, during the period commencing on August 6, 2023, and ending on the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, except (a) as set forth in the company disclosure schedule, (b) as expressly required pursuant to or expressly permitted by the Merger Agreement, (c) as required by applicable law or (d) as consented to in writing in advance by Parent, Fiesta will (i) conduct its respective businesses in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve materially intact its respective business organizations, and to preserve in all material respects the relationships of Fiesta and its subsidiaries with their employees, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having business dealings with Fiesta and its subsidiaries, (iii) use commercially reasonable efforts to keep and maintain the assets and properties Fiesta and its subsidiaries in accordance with past practice, normal wear and tear excepted, and (iv) comply in all material respects with applicable law.

Further, the Merger Agreement also provides that, from August 6, 2023, through the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, except (a) as set forth in the company disclosure schedule, (b) as expressly required pursuant to or expressly permitted by the Merger Agreement, (c) as required by applicable law or (d) as consented to in writing in advance by Parent (which consent will not be unreasonably withheld, delayed or conditioned), Fiesta will not, and will not permit its subsidiaries to, among other things:

From August 6, 2023, until the No-Shop Period Start Date, Fiesta and its affiliates and their respective representatives will have the right to, directly or indirectly:

As promptly as reasonably practicable, and in any event within one business day following the No-Shop Period Start Date, Fiesta will deliver to Parent a written notice setting forth (x) the identity of each person, group of persons or other group that includes any person or group of persons from whom Fiesta or any of its representatives has received an Acquisition Proposal prior to the No-Shop Period Start Date and (y) the material terms and conditions thereof (along with unredacted copies of all proposed transaction agreements and other documents received by Fiesta or any of its representatives in connection with such Acquisition Proposal).

Following the No-Shop Period Start Date (except if a proposal is received from an Excluded Party which constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below) (such determination to be made no later than two business days after the No-Shop Period Start Date) prior to the Cut-Off Date), Fiesta may not authorize or permit any of its representatives to solicit, initiate or take any action to knowingly facilitate or encourage any inquiries (including by way of providing information), proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal.

Under the Merger Agreement, an “Acquisition Proposal” means any inquiry, offer, proposal or indication of interest from any third party relating to any transaction or series of related transactions involving (i) any acquisition or purchase by any third party, directly or indirectly, of 20% or more of any class of outstanding equity or voting securities of Fiesta or any of its subsidiaries (or securities convertible into or exchangeable for 20% or more of any class of equity or voting securities of Fiesta or any of its subsidiaries), or any tender offer (including a self-tender) or exchange offer that, if consummated, would result in any third party beneficially owning 20% or more of any class of outstanding equity or voting securities of Fiesta or any of its subsidiaries (or securities convertible into or exchangeable for 20% or more of any class of equity or voting securities of Fiesta or any of its subsidiaries), (ii) any merger, amalgamation, consolidation, share exchange, business combination, asset sale, joint venture or other similar transaction involving Fiesta or any of its subsidiaries, the business of which constitutes 20% or more of the net revenues, net income or assets of Fiesta and its subsidiaries, taken as a whole, (iii) any sale, lease, exchange, transfer, license, acquisition or disposition of 20% or more of the consolidated assets of Fiesta and its subsidiaries (measured by the fair market value thereof) or (iv) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant transaction involving Fiesta or any of its subsidiaries, the business of which constitutes 20% or more of the net revenues, net income or assets of Fiesta and its subsidiaries, taken as a whole.

Under the Merger Agreement, a “Superior Proposal” means any bona fide written Acquisition Proposal that did not result from a breach (other than a de minimis breach) of the Merger Agreement on terms that the Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its financial advisors and outside legal counsel), taking into account all relevant factors (including the terms and conditions of such Acquisition Proposal (including conditionality, timing or certainty of financing, any legal, regulatory, financial and financing aspects of such proposal) and of the Merger Agreement and such other factors as the Board (or the Special Committee) considers in good faith to be appropriate (including any adjustment to the terms and conditions of the Merger Agreement proposed by Parent in response

to such proposal in accordance with the Merger Agreement and the person making the proposal)), (i) is reasonably likely to be consummated in accordance with its terms and (ii) which, if consummated, would result in a transaction that is more favorable to Fiesta stockholders from a financial point of view than the Merger; provided, however, that for purposes of the definition of “Superior Proposal,” references in the term “Acquisition Proposal” to “20% or more” will be deemed to be references to “more than 50%.”

Except as otherwise expressly permitted by the Merger Agreement, from the No-Shop Period Start Date until the earlier to occur of the Effective Time or the termination of the Merger Agreement, (i) Fiesta will, and will cause its subsidiaries to, and will direct Fiesta’s and its subsidiaries’ representatives to, immediately cease and terminate any existing solicitation, encouragement, discussion or negotiation with any third party, up to such time conducted by Fiesta, its subsidiaries or their respective representatives with respect to an Acquisition Proposal and Fiesta will immediately terminate any electronic “data room” or similar access previously granted to any third party and request that all nonpublic information previously provided by or on behalf of Fiesta or any of its subsidiaries to any such third party be returned or destroyed in accordance with the applicable confidentiality agreement, and (ii) Fiesta will not, will not permit any of its subsidiaries and any of its representatives or any of its subsidiaries’ representatives to, directly or indirectly:

If, at any time after September 5, 2023 (other than from an Excluded Party) that did not result from a breach (other than a de minimis breach) of the Merger Agreement, but prior to the Stockholder Approval, Fiesta receives an unsolicited written Acquisition Proposal from a third party and the Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then Fiesta may, directly or indirectly through its representatives:

From the No-Shop Period Start Date until the earlier to occur of the Effective Time or the termination of the Merger Agreement, Fiesta must as promptly as reasonably practicable (and in any event no later than 24 hours) notify Parent if any proposals or offers with respect to an Acquisition Proposal are received from a third party, or any nonpublic information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Fiesta, any of Fiesta’s subsidiaries or any of Fiesta’s representatives, in each case by a third party for the purpose of making an Acquisition Proposal or seeking to initiate discussions or negotiations concerning an Acquisition Proposal or any amendment or modification to the material terms of any Acquisition Proposal, which notification must include (i) the material terms and conditions of such Acquisition Proposal or information request (including unredacted copies of any written inquiries, proposals, offers, requests or draft agreements or any amendment or modifications thereto), (ii) the identity of the third party making such Acquisition Proposal or information request (unless Fiesta is prohibited from disclosing such identity pursuant to a contractual obligation with such third party existing as of the date of the Merger Agreement, in which case Fiesta will use commercially reasonable efforts to obtain the consent of such third party, and absent such consent, Fiesta will inform Parent and provide such information about such third party as may be reasonably requested by Parent to the extent not in violation of such contractual obligation); and (iii) whether Fiesta has any intention to provide confidential information to such person. In addition, Fiesta must keep Parent reasonably informed on a reasonably prompt basis (but in no event less often than once every 48 hours) of the status and any material developments and the material terms and conditions (along with (subject to the foregoing clause (ii)) unredacted copies of all proposed transaction agreements and other documents provided in connection therewith) with respect to such Acquisition Proposal or information request (including (subject to the foregoing clause (ii)) unredacted copies of any written inquiries, proposals, offers, requests or draft agreements or any amendment or modifications thereto).

As described above, and subject to the provisions described below, the Board, acting upon the recommendation of the Special Committee, has unanimously made the recommendation that Fiesta stockholders vote “FOR” the proposal to approve the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including, without limitation, the Merger, which unanimous recommendation we refer to as the “Board Recommendation.” The Merger Agreement provides that the Board will not effect an “Adverse Recommendation Change” (as defined below) except as described below.

Under the Merger Agreement, an “Adverse Recommendation Change” includes the following actions by the Board (including the Special Committee), Fiesta or its subsidiaries or any of their respective representatives, to: (i) change, qualify, fail to make, withdraw, amend or modify, authorize or resolve or publicly announce its intention to change, qualify, fail to make, withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or modify, in any manner reasonably expected to be adverse to the Transactions, Parent or Merger Sub or the Board Recommendation, (ii) adopt, approve, endorse or recommend, or resolve to or publicly propose or announce its intention to adopt, approve, endorse or recommend, an Acquisition Proposal or Superior Proposal or take any action or make any statement inconsistent with the Board Recommendation, (iii) fail to recommend against acceptance of any third party tender offer or exchange offer for the shares of Common Stock within ten business days after commencement of such offer by filing a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act, (iv) adopt, approve, endorse or recommend, or resolve to or publicly propose or announce its intention to adopt, approve, endorse or recommend, any acquisition agreement in connection with an Acquisition Proposal, (v) fail to include the Board Recommendation in this proxy

statement, (vi) fail to publicly reaffirm the Board Recommendation within five business days (or, if earlier, at least two business days prior to the Special Meeting) of Parent’s written request to do so following the public announcement of any Acquisition Proposal or the date any material modification thereto is made; or (vii) publicly propose or agree to any of the foregoing.

The Board may, prior to receipt of Stockholder Approval (but not after), if the Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its financial advisors and outside legal counsel), that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, but only after affording the Parent the match right (described below) pursuant to the Merger Agreement, do the following:

Prior to making any such Adverse Recommendation Change or effecting any such termination, (i) Fiesta must have provided to Parent prior written notice at least four business days in advance (the “Match Right Period”) of its intention to do so, the reasons therefor, and certain information related thereto; (ii) during such Match Right Period, if requested by Parent, Fiesta and its representatives must have engaged in good faith negotiations with Parent regarding any modifications to the terms and conditions of the Merger Agreement proposed by Parent; and (iii) the Board or any committee thereof (including the Special Committee) must have considered any modifications to the Merger Agreement and any other agreements that may be proposed in writing by Parent during the Match Right Period and upon the conclusion of the Match Right Period must have determined in good faith, after consultation with its financial advisors and outside legal counsel, that, after giving effect to such modifications proposed by Parent, such Superior Proposal still constitutes a Superior Proposal (if applicable) and the failure to make the Adverse Recommendation Change would still reasonably be expected to be inconsistent with the fiduciary duties of the Board or any committee thereof (including the Special Committee) under applicable law. Further, in the event of any change to the financial terms (including the form, amount and timing of payment of consideration) or other material terms of such Superior Proposal or any material development in an Intervening Event, in each case, that was previously the subject of a match right notice, Fiesta must deliver to Parent a new notice and provide a new Match Right Period (except that the new Match Right Period will be a three-business-day period), during which time, Fiesta will be required to comply with clauses (i) through (iii) of this paragraph above.

Prior to the Effective Time or the termination date of the Merger Agreement and subject to certain exceptions and limitations, Fiesta will, upon reasonable prior notice, give Parent and Merger Sub, their officers and employees and their authorized representatives, reasonable access during normal business hours to the contracts, books, records, analyses, projections, financial and operating data and other information (including, for the avoidance of doubt, the work papers of Fiesta’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to Fiesta’s auditors), plans, systems, senior management, employees, other representatives, offices, assets and other facilities and properties of Fiesta as Parent or Merger Sub or their respective representatives may from time to time reasonably request in writing.

For a period of six years after the Effective Time, (i) Parent will cause the Surviving Corporation to honor and fulfill in all respects the obligations of Fiesta to the fullest extent permissible under applicable law, under the governing documents and the organizational documents of Fiesta and its subsidiaries, in effect as of August 6, 2023 and under any indemnification or other similar agreements in effect as of August 6, 2023 that were made available to Parent to the directors and officers covered by such governing documents and the organizational documents of Fiesta and its subsidiaries or the indemnification agreements (the “Covered Persons”) arising out of liabilities for acts or omissions in their capacities as such occurring at or prior to the Effective Time and (ii) the certificate of incorporation and bylaws of the Surviving Corporation must contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to the Effective Time than are currently set forth in the governing documents and the organizational documents of Fiesta and its subsidiaries. The indemnification agreements with Covered Persons that survive the Merger will continue in full force and effect in accordance with their terms for a period no shorter than six years after the Effective Time.

Effective as of the Effective Time, Fiesta will purchase (or Parent will purchase on behalf of Fiesta), at a price not to exceed 300% of the amount per annum Fiesta paid for such insurance at its current premiums, a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six years after the Effective Time with respect acts and/or omissions committed or allegedly committed by Covered Persons at or prior to the Effective Time. Parent or the Surviving Corporation will not be required to expend more than an amount per year equal to 300% of the current premiums.

In the event, during the period six years after the Effective Time, the Surviving Corporation or any of its successors or assigns merges, transfers or consolidates with, to or into any other person, Parent must cause such continuing entity or transferee to assume all the obligations in this section.

The Merger Agreement provides that Fiesta, Parent and Merger Sub will each use their reasonable best efforts to:

Parent and Fiesta acknowledge that the Bureau of Competition of the FTC has recently begun the practice of sending a “Pre-consummation Warning Letter” to persons filing notifications under the HSR Act stating that

although the waiting period under the HSR Act for the proposed transaction will soon expire, the staff of the FTC’s Bureau of Competition has not yet completed its nonpublic investigation of the Merger and that if the parties close the Merger before the FTC has completed its investigation, they do so at their own risk inasmuch as the FTC may challenge the Merger, even after the HSR Act waiting period has expired. For the avoidance of doubt, Parent and Fiesta have agreed that the receipt of a Pre-consummation Warning Letter or other verbal or written communications to the same effect will not constitute grounds for the assertion that a condition to Closing the Merger has not been satisfied. Fiesta and Parent must (i) furnish to the other party all information necessary for any application or other filing to be made in connection with the Merger, (ii) promptly inform the other of any material communication with any governmental authority regarding any such application or filing, and (iii) coordinate and cooperate with one another in connection with any preparing any response in connection with all meetings, actions and proceedings relating to any such application or filing. Before a party intends to independently participate in any meeting with any governmental authority in respect of the Merger, such party must give the other party reasonable prior notice of such meeting and invite representatives of the other party to participate unless prohibited by such governmental authority.

If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental authority challenging the Merger as violative of any applicable law, each of Fiesta and Parent must cooperate and use their reasonable best efforts to contest and resist any such action or proceeding, including any action or proceeding that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger.

Parent must vote all of the units of Merger Sub’s membership interests beneficially owned by it or any of its subsidiaries or affiliates in favor of the adoption of the Merger Agreement in accordance with applicable law.

Neither Parent nor Merger Sub will acquire or agree to acquire any rights, assets, businesses, divisions or securities of a third party, if such acquisition could reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under antitrust laws with respect to the Merger.

Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until required information and materials are furnished to the Antitrust Division and the FTC and statutory waiting period requirements have been satisfied. On August 16, 2023, Fiesta filed its Notification and Report Forms with the Antitrust Division and the FTC. The waiting period under the HSR Act is expected to expire on September 15, 2023, unless earlier terminated or extended by the FTC or the Antitrust Division prior to that time. At any time before or after the consummation of any such transactions, the FTC or the Antitrust Division could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the Merger.

For a period of at least one year following the Effective Time, (or, if earlier, the date of an employee’s termination), Parent will provide, or cause the Surviving Corporation to provide, to each employee of Fiesta who continues to be employed by Fiesta, the Surviving Corporation or any of their respective affiliates immediately after the Closing Date, (i) a base salary or regular hourly wage, whichever is applicable, and target short-term cash bonus opportunities and target sales and service cash incentive award compensation opportunities (excluding all deferred compensation, retention, change in control, transaction bonus, equity and equity-based compensation) that are no less favorable in the aggregate to what was provided to such employee by Fiesta immediately prior to the Effective Time and (ii) employee benefits (excluding deferred compensation, severance, retention, change in control, transaction bonus, long-term bonus or incentive, equity and equity-based compensation and defined benefit pension benefits and retiree health and welfare benefits) that are, in the aggregate, substantially comparable to those provided to such employee (including all dependents) by Fiesta immediately prior to the Effective Time.

Parent or the Surviving Corporation will provide that periods of employment with Fiesta (including, without limitation, any current or former affiliates or any predecessors of Fiesta) and any other periods of service recognized under any Fiesta benefit plan will be taken into account for purposes of determining, as applicable, the eligibility for participation of each employee who continues to be employed by the Surviving Corporation immediately after the Closing Date in, the vesting of rights and benefits by each such employee under, and the determination of level or amount of benefits under any paid time off plan payable to or accrued by each such employee under the analogous employee benefit plans maintained or contributed to by Parent or an affiliate of Parent for the benefit of such employees, other than defined benefit pension plans, severance plans and retiree

health and welfare plans; provided, that such service credit may not result in a duplication of benefits with respect to the same period of services. Parent or the Surviving Corporation will use commercially reasonable efforts to:

Neither the Merger nor any other transaction contemplated thereby will affect any such employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation time applicable to such employee immediately prior to the Effective Time.

Fiesta has agreed to duly give notice of, convene and hold a meeting of Fiesta stockholders for the purpose of voting upon the Merger Proposal as promptly as practicable following resolution of any SEC comments with respect to this proxy statement. Subject to certain exceptions permitting a delay, Fiesta must hold a meeting of the Fiesta stockholders for the purpose of voting on the Merger Proposal no later than the 45th calendar day following the commencement of the mailing of this proxy statement to Fiesta stockholders.

The Merger Agreement also contains additional covenants, including, among others, covenants relating to the filing of this proxy statement, covenants relating to regulatory filings and approvals (which are described in the section entitled “The Merger — Regulatory Approvals” beginning on page 58), reporting requirements under Section 16 of the Exchange Act, certain takeover matters, coordination with respect to litigation relating to the Merger, public announcements, confidentiality, financing and financing cooperation with respect to the transactions contemplated by the Merger Agreement and notification regarding certain matters.

Each party’s obligation to consummate the Merger is subject to the fulfillment or waiver (to the extent permitted by applicable law) on or prior to the Closing, of each of the following conditions:

The obligations of Parent and Merger Sub to consummate the Merger are also subject to the fulfillment or waiver (to the extent permitted by applicable law) on or prior to the Closing, of each of the following conditions:

Fiesta’s obligation to consummate the Merger is subject to the fulfillment or waiver (to the extent permitted by applicable law) on or prior to the Closing, of each of the following additional conditions:

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:

If the Merger Agreement is terminated in specified circumstances, Fiesta will be required to pay, or cause to be paid, to Parent a Company Termination Fee of $8.5 million (or, only if terminated by Fiesta prior to the No-Shop Period Start Date or, following the No-Shop Period Start Date pursuant to an Excluded Party Proposal, each as set forth in more detail below, a Company Termination Fee of $4.5 million), as applicable.

Parent would be entitled to receive a $4.5 million Company Termination Fee from Fiesta if the Merger Agreement is terminated:

Parent would be entitled to receive an $8.5 million Company Termination Fee from Fiesta if the Merger Agreement is terminated:

If the Merger Agreement is terminated in specified circumstances, Parent will be required to pay, or cause to be paid, to Fiesta a Reverse Termination Fee of $14,000,000. Fiesta would be entitled to receive the Reverse Termination Fee from Parent if the Merger Agreement is terminated:

Except as otherwise provided in the Merger Agreement, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such cost or expense, except for HSR filing fees and any other antitrust law filing fees which will be borne by Parent.

In addition to any other remedy that may be available to any of the parties, including monetary damages, each of Fiesta, Parent and Merger Sub is generally entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. Notwithstanding the foregoing, the parties have agreed that the right of Fiesta to seek specific performance of Parent’s obligation to cause the equity financing to be funded in accordance with the terms of the Equity Commitment Agreement and Parent’s and Merger Sub’s obligations to effect the Closing and to consummate the Merger will be subject to certain additional requirements.

At any time prior to the Effective Time, any provision of the Merger Agreement may be amended or waived only if such amendment or waiver is in writing and signed, in the case of an amendment, by Fiesta, Parent and Merger Sub or, in the case of a waiver, by each party against whom the waiver is to be effective; provided, that, no amendment or waiver will be made or given after the Stockholder Approval that requires the approval of the Fiesta stockholders under Delaware law unless the required further approval of the Fiesta stockholders is obtained.

The Merger Agreement is governed by Delaware law. Fiesta, Parent and Merger Sub have agreed (i) to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, a state or federal court sitting in the State of Delaware, with respect to any dispute arising out of or in connection with the Merger Agreement or Transactions, (ii) not to attempt to deny or defeat personal jurisdiction in any such court, (iii) not to bring any such action in any other court, (iv) not to plead or claim such courts are an inconvenient forum and (v) not to plead or claim the venue is improper or that the Merger Agreement or the Merger may not be enforced in or by such courts.

The following description sets forth the material provisions of the voting agreements, but does not purport to describe all of the terms of the voting agreements. The full text of the form of voting agreement is attached to this proxy statement as Annex B, and incorporated herein by reference. You are urged to read the form of voting agreement in its entirety.

Contemporaneously and in connection with the execution of the Merger Agreement, Parent entered into a voting agreement with each of (1) BEI-Longhorn, an indirect subsidiary of Jefferies Financial, and (2) AREX Management, pursuant to which the Key Stockholders are, among other things:

The voting agreements terminate upon the earliest to occur of (i) the consummation of the Merger, (ii) the making of any amendment to the Merger Agreement to decrease the per share Merger Consideration (other than any adjustments pursuant to Section 2.07 thereof) or otherwise materially adversely amend the Merger Agreement with respect to BEI-Longhorn or AREX Management, as applicable or (iii) a termination of the Merger Agreement. BEI-Longhorn has agreed to vote 5,262,189 shares of Common Stock, representing 20.1% of Common Stock outstanding as of September 6, 2023, and any shares of Common Stock acquired by BEI-Longhorn after August 6, 2023, and (y) AREX Management has agreed to vote 2,549,762 shares of Common Stock, representing 9.73% of Common Stock outstanding as of September 6, 2023, and any shares of Common Stock acquired by AREX Management after August 6, 2023, in each case, in favor of the Merger Proposal at the Special Meeting.

Pursuant to Section 14A of the Exchange Act, Fiesta is asking Fiesta stockholders to approve, on an advisory (non-binding) basis, the compensation that will or may be paid to Fiesta’s named executive officers in connection with the Merger as described in the section entitled “The Merger — Interests of Fiesta’s Directors and Executive Officers in the Merger” beginning on page 52 of this proxy statement. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on Fiesta, Parent or Merger Sub. Accordingly, if the Merger Proposal is approved and the Merger is completed, the Merger-related compensation will be payable to Fiesta’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the Advisory Compensation Proposal.

The Board unanimously recommends that Fiesta stockholders vote “FOR” the Advisory Compensation Proposal. Under the Bylaws, approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, for beneficial owners who fail to instruct their bank, broker, trust or other nominee to vote on any proposal, a failure to vote will have no effect on the outcome of the vote for the Advisory Compensation Proposal. All abstentions will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to approve either the Merger Proposal or the Adjournment Proposal. Accordingly, a Fiesta stockholder may vote to approve the Advisory Compensation Proposal and vote not to approve the Merger Proposal or the Adjournment Proposal, and vice versa.

The Special Meeting may be adjourned one or more times to another time and place, if any, including if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to this proxy statement is timely provided to Fiesta stockholders. Fiesta is asking its stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the Special Meeting to solicit additional proxies if a quorum is not present, there are not sufficient votes to approve the Merger Proposal, or to ensure that any supplement or amendment to this proxy statement is timely provided to Fiesta stockholders.

The Board unanimously recommends that Fiesta stockholders vote “FOR” the Adjournment Proposal.

Under the Bylaws, if a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, for beneficial owners who fail to instruct their bank, broker, trust or other nominee to vote on any proposal, a failure to vote will have no effect on the outcome of the vote for the Adjournment Proposal. All abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to approve the Merger Proposal. Accordingly, a Fiesta stockholder may vote to approve the Merger Proposal and vote not to approve the Adjournment Proposal, and vice versa.

The following table sets forth information known to Fiesta regarding the beneficial ownership of Common Stock as of September 6, 2023:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including securities that such he, she or it has the right to acquire within 60 days of a specified date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement or (iv) the automatic termination of a trust, discretionary account or similar arrangement. Except as described in the footnotes below and subject to applicable community property laws and similar laws, Fiesta believes that each person listed above has sole voting and investment power with respect to such shares of Common Stock or Common Stock beneficially owned by them.

The beneficial ownership of Common Stock is based on 26,189,111 shares of Common Stock issued and outstanding as of September 6, 2023.

As of the date of this proxy statement, the Board knows of no matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement.

If the Merger is consummated, a holder of Common Stock who does not vote in favor of the Merger Proposal and who properly demands appraisal of its shares of Common Stock, who does not effectively withdraw its demand or waive or lose the right to appraisal, and who otherwise complies with the requirements for perfecting and preserving appraisal rights, will be entitled to seek appraisal of his, her or its shares in connection with the Merger under Section 262.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex D. The following summary does not constitute any legal or other advice and does not constitute a recommendation that a holder of Common Stock exercise its appraisal rights under Section 262. Only a holder of record of shares of Common Stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of Common Stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Common Stock through a bank, broker, trust or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker, trust or the other nominee.

Under Section 262, a holder of shares of Common Stock who (1) does not vote in favor of the Merger Proposal; (2) continuously is the record holder of such shares from the date of the making of the demand through the effective date of the Merger; and (3) otherwise follows the procedures set forth in Section 262, may be entitled to have its shares of Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid, if any, on the amount determined to be fair value, as determined by the Delaware Court of Chancery. The “fair value” of the shares of Common Stock as determined by the Delaware Court of Chancery may be more than, the same as, or less than the per share consideration of the stockholders are otherwise entitled to receive under the Merger Agreement.

Under Section 262, where a merger agreement is to be submitted for adoption and approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes notice to holders of Common Stock that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex D. In connection with the Merger, any holder of shares of Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Section 262 carefully and consult with legal advisors. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A holder of Common Stock who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Common Stock, Fiesta encourages a stockholder considering exercising such rights to seek the advice of legal counsel.

A stockholder wishing to exercise the right to seek an appraisal of its shares of Common Stock must do ALL of the following:

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against or abstain from voting on the Merger Proposal or not vote their shares.

Any holder of shares of Common Stock wishing to exercise appraisal rights must deliver to Fiesta, before the vote on the Merger Proposal at the Special Meeting at which the Merger Proposal will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares of Common Stock. A holder of shares of Common Stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the Merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, and it will result in the stockholder’s loss of appraisal rights and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against or abstain from voting on the Merger Proposal. Neither voting against the Merger Proposal nor abstaining from voting or failing to vote on the Merger Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal. A stockholder’s failure to make the written demand prior to the taking of the vote on the Merger Proposal at the Special Meeting will result in a loss of appraisal rights.

Only a holder of record of shares of Common Stock is entitled to demand appraisal rights for the shares registered in that holder’s name on the date the written demand is made. A demand for appraisal in respect of shares of Common Stock should be executed by or on behalf of the holder of record, and must reasonably inform Fiesta of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares of Common Stock in connection with the Merger. If the shares of Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

A STOCKHOLDER WHO HOLDS ITS SHARES IN BROKERAGE OR BANK ACCOUNTS, TRUST OR OTHER NOMINEE FORMS AND WHO WISHES TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH ITS BANK, BROKER, TRUST OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER, TRUST OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER, TRUST OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of Common Stock as a nominee for others may exercise his, her or its right of appraisal with respect to shares of Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Common Stock as to which appraisal is sought. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the record owner. If a stockholder holds shares of Common Stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

At any time within 60 days of the effective date of the Merger, any holder of shares of Common Stock who has demanded appraisal but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Fiesta a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the Merger will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. If the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of his, her or its shares of Common Stock determined in any such appraisal proceeding, which value may be more than, the same as, or less than the Merger Consideration.

If the Merger is completed, within 10 days after the effective date of the Merger, the Surviving Corporation will notify each holder of shares of Common Stock who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the Merger Proposal, that the Merger has become effective and the effective date thereof.

Within 120 days after the effective date of the Merger, but not thereafter, the Surviving Corporation, a beneficial owner of shares as to which the record holder has duly demanded appraisal or any record holder of shares of Common Stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of Common Stock held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Common Stock. Accordingly, any holder of shares of Common Stock who desires to have its shares appraised should initiate all necessary action to perfect its appraisal rights in respect of its shares of Common Stock within the time and in the manner prescribed in Section 262. The failure of a holder of Common Stock to file such a petition within the period specified in Section 262 could nullify the holder’s previous written demand for appraisal.

Within 120 days after the effective date of the Merger, any holder of shares of Common Stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon request given in writing, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption and approval of the Merger Proposal and with respect to which Fiesta has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must give this statement to the requesting stockholder within 10 days after receipt of the request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of Common Stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the

value of their shares have not been reached. After notice to the stockholders who have demanded appraisal and the Surviving Corporation, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. In addition, because the Common Stock is publicly listed on the Nasdaq (and we do not expect this to change prior to the Merger), the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of shares of Common Stock who are otherwise entitled to appraisal rights unless (x) the total number of such shares entitled to appraisal rights exceeds 1% of the outstanding shares of Common Stock or (y) the value of consideration provided in the merger for such total number of shares exceeds $1 million.

After determining the holders of Common Stock entitled to appraisal, the Delaware Court of Chancery will appraise the shares of Common Stock in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the proceeding, the Delaware Court of Chancery will determine the “fair value” of the Common Stock as of the effective date of the Merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Delaware Court of Chancery so determines, by the Surviving Corporation to the stockholders entitled to receive the same, upon surrender by those stockholders of the Certificates representing their shares of Common Stock or, in the case of holders of uncertificated shares of Common Stock, forthwith. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the appraisal proceeding, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided in the preceding sentence only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

A stockholder considering seeking appraisal should be aware that the fair value of its shares of Common Stock as so determined by the Delaware Court of Chancery could be more than, the same as, or less than the consideration it would receive pursuant to the Merger if it did not seek appraisal of its shares and that an opinion of an investment banking firm as to the fairness, from a financial point of view, of the Merger Consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Fiesta believes that the Merger Consideration is fair, no representation is made as to the

outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Fiesta nor Parent anticipate offering more than the Merger Consideration to any stockholder exercising appraisal rights, and each of Fiesta and Parent reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Common Stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Each stockholder seeking appraisal is responsible for his, her or its attorneys’ fees and expert witness expenses, although, upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of his, her or its shares of Common Stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of Common Stock will be deemed to have been converted at the effective date of the Merger into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the effective date of the Merger or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262 within 60 days of the effective date of the Merger or thereafter with the written approval of Fiesta.

From and after the effective date of the Merger, no stockholder who has demanded appraisal rights will be entitled to vote such shares of Common Stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Common Stock, if any, payable to stockholders as of a time prior to the effective date of the Merger. If no petition for an appraisal is filed, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the effective date of the Merger or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the court. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. In view of the complexity of Section 262, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights. To the extent there are any inconsistencies between the foregoing summary and Section 262, Section 262 will govern.

Fiesta held its 2023 annual meeting of stockholders on May 10, 2023 (the “2023 Annual Meeting”). Fiesta will only hold an annual meeting of stockholders in 2024 if the Merger is not completed before such meeting. If the Merger is not completed, Fiesta stockholders may submit proposals for consideration at the Fiesta 2024 annual meeting of stockholders (the “Fiesta 2024 Annual Meeting”).

For a stockholder proposal to be considered for inclusion in Fiesta’s proxy statement for the Fiesta 2024 Annual Meeting, the written proposal must be received by Fiesta’s corporate secretary at Fiesta’s principal executive offices under either (1) Rule 14a-8 (a “Rule 14 Proposal”) under the Exchange Act, or (2) the Bylaws (a “Bylaws Proposal”). A Rule 14 Proposal must be received by Fiesta’s corporate secretary at Fiesta’s principal executive offices no later than November 30, 2023.

If the date of the Fiesta 2024 Annual Meeting is moved more than 30 days before or after the anniversary date of the 2023 Annual Meeting, the deadline for inclusion of proposals in Fiesta’s proxy statement is instead a reasonable period of time before Fiesta begins to print and mail its proxy materials. Such proposals will also need to comply with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. For a Bylaws Proposal, the stockholder must deliver a written notice of intent to propose such action in accordance with the Bylaws, which in general require that the notice be received by us not less than 90 days nor more than 120 days prior to the first anniversary of the date on which notice of the prior year’s annual meeting was mailed to stockholders. The proxy materials for the 2023 Annual Meeting were mailed on or about March 30, 2023. This means that for the Fiesta 2024 Annual Meeting, any such proposal must be received no earlier than December 1, 2023 and no later than January 21, 2024.

You may propose director candidates for consideration by the Board’s Corporate Governance Committee. Any such recommendations should be directed to Fiesta’s corporate secretary at Fiesta’s principal executive offices. In addition, you may nominate a director for consideration by Fiesta’s stockholders if you give timely and adequate notice to Fiesta’s corporate secretary of your intention to make such nomination in accordance with the Bylaws, which require that the notice be received by the corporate secretary within the time periods for a Bylaws Proposal described above and with the detail regarding your nomination as is required by the Bylaws. In addition to satisfying the deadlines in the advance notice provisions of the Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to Fiesta’s corporate secretary no later than December 31, 2023.

Fiesta files annual, quarterly and current reports, proxy statements and any amendments or supplements thereto and other information with the SEC. Fiesta’s public filings are available to the public free of charge on the website maintained by the SEC at http://www.sec.gov and may also be obtained through other document retrieval services. Information contained on Fiesta’s website or connected thereto does not constitute a part of this proxy statement.

The SEC allows Fiesta to “incorporate by reference” information into this proxy statement. This means that Fiesta can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. This proxy statement may update and supersede the information incorporated by reference. Similarly, the information that Fiesta later files with the SEC may update and supersede the information in this proxy statement. Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference, regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to the complete text of that contract or other document filed as an exhibit with the SEC.

Fiesta also incorporates by reference into this proxy statement the following documents filed by it with the SEC under the Exchange Act:

You can obtain any of the other documents listed above from the SEC, through the SEC’s website at the address indicated above or from Fiesta by requesting them in writing or by telephone at the following address and telephone number:

These documents are available from Fiesta without charge, excluding any exhibits to them, and the proxy materials will also be posted at www.proxyvote.com. You can also find information about Fiesta at its Internet website at https://www.frgi.com/investor-relations/. Information contained on this website does not constitute a part of this proxy statement.

The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies.

No persons have been authorized to give any information or to make any representations other than those contained, or incorporated by reference, in this proxy statement and, if given or made, such information or representations must not be relied upon as having been authorized by Fiesta or any other person.