[8-K] BJs RESTAURANTS INC Reports Material Event

Rhea-AI Filing Summary

BJ’s Restaurants, Inc. reported that it amended its cooperation agreement with the Act III investor group on November 14, 2025. The amendment extends the agreement’s term to June 30, 2027, giving both sides a longer period of defined engagement. It also revises standstill terms so Act III and its affiliates may own or have economic exposure to up to 2,091,011 shares of common stock, described as about 9.9% of outstanding shares as of the amendment date, excluding certain shares held or granted to director Noah Elbogen.

The Act III parties remain subject to limits on additional share accumulation, proxy solicitations and extraordinary transactions, with specified exceptions. They agree to vote their shares in line with the Board’s recommendations on director elections and most other proposals, subject to exceptions that reference advice from ISS or Glass Lewis and certain extraordinary transactions. Both sides also agree to non-disparagement and to collaborate on areas such as culinary, supply chain, marketing, design, technology and recruiting.

Insights

Corporate governance analyst

BJ’s extends its structured relationship with Act III while capping ownership at about 9.9%.

BJ’s Restaurants has extended its cooperation framework with the Act III investor group to June 30, 2027. The agreement keeps Act III engaged but under a defined structure that includes a cap of 2,091,011 shares of common stock, described as about 9.9% of shares outstanding as of the amendment date, excluding certain shares held or granted to director Noah Elbogen. This formalizes how much economic exposure Act III can have while remaining a significant, but not controlling, shareholder.

The agreement continues customary standstill terms that limit additional ownership beyond the cap, proxy contests and certain extraordinary transaction activities, subject to specified exceptions. Act III also commits to vote its shares in line with Board recommendations on director elections and most other proposals, with carve-outs tied to extraordinary transactions and recommendations from Institutional Shareholder Services and Glass Lewis. This tends to reduce the likelihood of near-term public contests over strategy or board seats.

The amendment also calls for Act III to make its personnel available to work with management on areas such as culinary, supply chain, marketing, design, technology and recruiting, when requested. Actual benefits will depend on how actively those resources are used and what initiatives the company undertakes during the extended cooperation period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2025

BJ’S RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

California	0-21423	33-0485615
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7755 Center Avenue
Suite 300
Huntington Beach, California	92647
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (714) 500-2400

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

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

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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, No Par Value		BJRI		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On November 14, 2025, BJ’s Restaurants, Inc. (the “Company”) entered into an Amendment to Cooperation Agreement (the “Amendment) with Act III Holdings, LLC (“Act III Holdings”), Act III Management, LLC (“Act III Management”), BJ’s Act III, LLC (“BJ’s Act III”), and SC 2018 Trust LLC (the “2018 Trust” and, collectively with Act III Holdings, Act III Management, and BJ’s Act III, the “Act III Parties”), which amended its Cooperation Agreement (the “Act III Cooperation Agreement’), dated December 30, 2024, between the Company and the Act III Parties.

The Amendment (i) extended the expiration date of the Act III Cooperation Agreement to June 30, 2027 from May 4, 2027, and (ii) amended the standstill restrictions to permit the Act III Parties and their respective Affiliates to acquire additional beneficial ownership of the Company’s Common Stock so long as such beneficial ownership does not result in Act III and its Affiliates owning or having economic exposure equal to, in the aggregate, more than 2,091,011 shares of Company Common Stock (representing approximately 9.9% of the Company’s outstanding Common Stock as of the date of the Amendment), but excluding shares currently owned by Noah Elbogen or acquired by him after the date of the Amendment as a result of equity grants made to him in connection with his service on the Company’s Board of Directors (the “Act III Ownership Cap”).

A summary of the Act III Cooperation Agreement, as amended by the Amendment, is set forth below:

(i)    The Act III Parties will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of beneficial ownership of or otherwise having economic exposure in aggregate amount in excess of the Act III Ownership Cap, proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions;

(ii)    The Act III Parties will vote all shares of Common Stock beneficially owned by them in accordance with the Board’s recommendations with respect to (1) the election, removal and/or replacement of directors of the Company and (2) any other proposal submitted to shareholders, subject to certain exceptions relating to extraordinary transactions and recommendations made by Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC;

(iii)    Each party agrees not to disparage or sue the other party, subject to certain exceptions; and

(iv)    At the Company’s request, the Act III Parties will make their personnel and management available to collaborate with and support the Company’s management on key initiatives or organizational enhancements (including, without limitation, culinary, supply chain, marketing, design, technology and recruiting).

(v)    Unless otherwise mutually agreed to in writing by each party, this Act III Cooperation Agreement shall remain in effect until June 30, 2027.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Act III Cooperation Agreement which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on January 2, 2025, as amended by the Amendment attached hereto as Exhibit 10.1 and incorporated herein by this reference.

Item 9.01 Exhibits.

Exhibit No.		Description
10.1		Amendment to Cooperation Agreement, dated November 14, 2025, among the Company, Act III Holdings, LLC, Act III Management, LLC, BJ’s Act III, LLC, and SC 2018 Trust LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

November 17, 2025	BJ’S RESTAURANTS, INC. (Registrant)
	By:	/s/ LYLE D. TICK
		Lyle D. Tick, Chief Executive Officer, President, and Director

FAQ

What did BJRI announce regarding its Act III cooperation agreement?

BJ’s Restaurants, Inc. (BJRI) announced an amendment to its cooperation agreement with Act III Holdings and related parties. The amendment extends the agreement’s term and updates standstill and voting commitments while outlining ongoing collaboration between Act III and the company.

How long will the BJRI and Act III cooperation agreement now remain in effect?

The amended cooperation agreement between BJRI and the Act III parties is set to remain in effect until June 30, 2027, unless the parties mutually agree in writing to change that date.

What is the new ownership cap for Act III in BJRI common stock?

The amendment permits Act III and its affiliates to acquire beneficial ownership or economic exposure up to 2,091,011 shares of BJRI common stock, described as approximately 9.9% of outstanding common stock as of the amendment date, excluding certain shares owned or granted to director Noah Elbogen.

What voting commitments do the Act III parties make under the BJRI agreement?

The Act III parties agree to vote all BJRI common shares they beneficially own in line with the Board’s recommendations on director elections, removals and replacements, and on other shareholder proposals, with exceptions related to extraordinary transactions and recommendations by ISS or Glass Lewis.

What standstill restrictions apply to Act III under the BJRI cooperation agreement?

The Act III parties are subject to customary standstill restrictions, including limits on acquiring beneficial ownership or economic exposure above the agreed cap, restrictions on proxy solicitations and related activities, and limitations around extraordinary transactions and other major corporate changes, subject to specified exceptions.

How will Act III support BJRI’s business under the amended agreement?

At BJRI’s request, the Act III parties will make their personnel and management available to collaborate with the company’s leadership on key initiatives and organizational enhancements, including culinary, supply chain, marketing, design, technology and recruiting.