BJ's Restaurants (BJRI) block sale cuts major holder’s stake to 1.6%

Rhea-AI Filing Summary

BJ's Restaurants, Inc. investor group BJ's Act III, LLC, Act III Holdings, LLC and Ronald M. Shaich reported a sizable reduction in their ownership. On August 3, 2026, they completed a block trade with an investment bank, selling 710,724 shares of common stock for an aggregate purchase price of $46,552,422.

They also sold warrants to purchase 876,949 shares at $26.94 per share for $35,322,578, which the purchaser immediately exercised on a cashless basis, receiving 539,276 new shares. Following these transactions, the group beneficially owns 349,152 shares, representing 1.6% of the company’s 21,813,041 shares of common stock, and indicates the sale was for portfolio diversification and liquidity management.

Filing Explained

The filing’s completed cashless exercise issued 539,276 new shares to the purchaser, increasing BJ’s reported common-share count; absent offsetting changes, that issuance reduces existing holders’ percentage ownership.

Key Figures

Shares beneficially owned after transactions: 349,152 shares Ownership percentage after transactions: 1.6% Total shares of common stock baseline: 21,813,041 shares +5 more

8 metrics

Shares beneficially owned after transactions 349,152 shares Reported beneficial ownership by the group following the August 3, 2026 block trade

Ownership percentage after transactions 1.6% Percent of BJ’s Restaurants common stock beneficially owned by the reporting persons

Total shares of common stock baseline 21,813,041 shares Sum of 21,273,765 shares outstanding as of July 28, 2026 plus 539,276 shares from warrant exercise

Shares sold in block trade 710,724 shares Common stock sold to the investment bank purchaser on August 3, 2026

Aggregate purchase price for shares $46,552,422 Total consideration received for 710,724 BJ’s Restaurants common shares

Warrants sold 876,949 warrants Warrants to purchase BJ’s Restaurants common stock sold in the same transaction

Shares issued on warrant exercise 539,276 shares Common shares issued to the purchaser upon immediate cashless warrant exercise

Warrant exercise price $26.94 per share Exercise price of the 876,949 warrants sold by the reporting persons

Key Terms

block trade, cashless exercise, beneficial owners, shared voting power, +1 more

5 terms

block trade financial

"On August 3, 2026, the Reporting Persons completed a block trade with an investment bank"

A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.

cashless exercise financial

"resulted in the issuance of 539,276 shares of Common Stock to the Purchaser upon the Purchaser's immediate cashless exercise"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

beneficial owners financial

"the Reporting Persons ceased to be beneficial owners of more than 5% of the Issuer's Common Stock"

Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

shared voting power financial

"Shared Voting Power 349,152.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 349,152.00"

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Available on EDGAR 08/05/2026 - 04:26 PM Accepted by SEC EDGAR 08/05/2026 - 04:26 PM Learn about SEC filing dates

FAQ

What ownership change did BJRI disclose in this Schedule 13D/A amendment?

The reporting group reduced its BJRI stake to 349,152 shares, or 1.6% of the company’s common stock, after a large block sale and warrant disposal completed on August 3, 2026, dropping below the 5% beneficial ownership threshold.

How many BJRI shares were sold in the August 3, 2026 block trade?

The reporting persons sold 710,724 shares of BJRI common stock in a block trade. The aggregate purchase price for these shares was $46,552,422, with the investment bank acting as principal purchaser in the transaction.

What warrants on BJRI stock were sold and at what exercise price?

The group sold warrants to purchase 876,949 BJRI shares with an exercise price of $26.94 per share. The purchaser immediately exercised these warrants on a cashless basis, receiving 539,276 new common shares from the company.

What total consideration did the BJRI reporting group receive for warrants?

For the BJRI warrants, the reporting persons received an aggregate purchase price of $35,322,578. These warrants were directly beneficially owned by BJ's Act III, LLC and were exercised immediately by the investment bank purchaser on a cashless basis.

On what share count is the 1.6% BJRI ownership based?

The 1.6% ownership is based on 21,813,041 BJRI shares of common stock. This includes 21,273,765 shares outstanding as of July 28, 2026 plus 539,276 shares issued upon the purchaser’s cashless warrant exercise on August 3, 2026.

Why did the BJRI reporting persons say they executed the August 3, 2026 transactions?

They state the BJRI block trade and warrant sale were undertaken for portfolio diversification and liquidity management. They indicated the transactions were not related to any change in their assessment of BJ’s Restaurants’ business, management, financial condition or prospects.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

BJs RESTAURANTS INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09180C106

(CUSIP Number)

Ronald M. Shaich
777 Brickell Avenue, #500-96800
Miami, FL, 33131
6452010601

Michael Dunn
Seyfarth Shaw LLP, 233 South Wacker Drive Suite 8000
Chicago, IL, 60606-6448
3124605000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09180C106

1

Name of reporting person

BJ's Act III, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 349,152.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 349,152.00

11

Aggregate amount beneficially owned by each reporting person

349,152.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Box 13 Based on a total of 21,813,041 shares of Common Stock, which is calculated based upon the sum of (a) 21,273,765 shares of Common Stock issued and outstanding as of July 28, 2026 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2026 (the "10-Q") and (b) 539,276 shares of Common Stock issued upon cashless exercise of warrants on August 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 09180C106

1

Name of reporting person

Act III Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 349,152.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 349,152.00

11

Aggregate amount beneficially owned by each reporting person

349,152.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Box 13 Based on a total of 21,813,041 shares of Common Stock, which is calculated based upon the sum of (a) 21,273,765 shares of Common Stock issued and outstanding as of July 28, 2026 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2026 (the "10-Q") and (b) 539,276 shares of Common Stock issued upon cashless exercise of warrants on August 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 09180C106

1

Name of reporting person

Ronald M. Shaich

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 349,152.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 349,152.00

11

Aggregate amount beneficially owned by each reporting person

349,152.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Box 13 Based on a total of 21,813,041 shares of Common Stock, which is calculated based upon the sum of (a) 21,273,765 shares of Common Stock issued and outstanding as of July 28, 2026 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2026 (the "10-Q") and (b) 539,276 shares of Common Stock issued upon cashless exercise of warrants on August 3, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: BJs RESTAURANTS INC
(c)	Address of Issuer's Principal Executive Offices: 7755 CENTER AVENUE, SUITE 300, HUNTINGTON BEACH, CALIFORNIA , 92647.
Item 1 Comment: This statement constitutes Amendment Number 8 (the "Amendment") to the Schedule 13D relating to the common stock, no par value (the "Common Stock"), of BJ's Restaurants, Inc., a California corporation (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 15, 2020 (the "Original Filing") as amended by Amendment No. 1 ("Amendment No. 1") on November 30, 2020, Amendment No. 2 ("Amendment No. 2") on April 20, 2023, Amendment No. 3 ("Amendment No. 3") on January 2, 2025, Amendment No. 4 ("Amendment No. 4") on November 17, 2025, Amendment No. 5 ("Amendment No. 5") on March 11, 2026, Amendment No. 6 ("Amendment No. 6") on March 19, 2026 and Amendment No. 7 ("Amendment No. 7") on March 23, 2026 (collectively, the "Schedule 13D"), on behalf of the Reporting Persons, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is hereby amended and supplemented with the following information:
Item 4.	Purpose of Transaction
	On August 3, 2026, the Reporting Persons completed a block trade (the "Transaction") with an investment bank, as principal (the "Purchaser"), pursuant to which the Reporting Persons sold to the Purchaser: - 710,724 shares of Common Stock; and - warrants to purchase 876,949 shares of Common Stock, which resulted in the issuance of 539,276 shares of Common Stock to the Purchaser upon the Purchaser's immediate cashless exercise of the warrants. The Reporting Persons completed the Transaction solely for the purposes of portfolio diversification and liquidity management and was not related to any change in the Reporting Persons' assessment of the Issuer's business, management, financial condition or prospects.
Item 5.	Interest in Securities of the Issuer
(a)	?
(d)	On August 3, 2026, the Reporting Persons completed a block trade with the Purchaser pursuant to which the Reporting Persons sold to the Purchaser: - 710,724 shares of Common Stock for an aggregate purchase price of $46,552,422, including 560,444 shares directly beneficially owned by BJ's Act III, LLC and 150,280 shares directly beneficially owned by SC 2018 Trust LLC, a Delaware limited liability company owned by an irrevocable trust established by Ronald Shaich for which Mr. Shaich has sole voting and dispositive power (the "2018 Trust"); and - Warrants to purchase 876,949 shares of Common Stock with an exercise price of $26.94 per share for an aggregate purchase price of $35,322,578, which warrants were directly beneficially owned by BJ's Act III, LLC.
(e)	On August 3, 2026, the Reporting Persons ceased to be beneficial owners of more than 5% of the Issuer's Common Stock as a result of the transactions described in this Amendment.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BJ's Act III, LLC

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich/Chief Executive Officer
Date:	08/05/2026

Act III Holdings, LLC

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich/Chief Executive Officer
Date:	08/05/2026

Ronald M. Shaich

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich
Date:	08/05/2026