Shaich group lifts BJ's Restaurants (BJRI) stake to 8.4% under cap

Rhea-AI Filing Summary

BJ's Restaurants Inc. shareholder group led by Ronald M. Shaich reported increased ownership of the company’s common stock. Shaich is shown as beneficially owning 1,858,443 shares, or 8.4% of the common stock, based on 22,074,136 shares including warrant shares.

The filing details open-market purchases on multiple dates in March 2026, including 77,268 shares on March 12, 2026 at a weighted average price of $34.3160 per share. A cooperation agreement amendment extends a standstill to June 30, 2027, limiting the Act III parties and affiliates from exceeding 2,091,011 shares without consent.

Insights

Equity ownership and activism analyst

Shaich-led group raises BJ's Restaurants stake under a tight standstill cap.

The filing shows Ronald M. Shaich beneficially owning 1,858,443 BJ's Restaurants shares, or 8.4% of the common stock. This includes common shares and warrants held through BJ's Act III, LLC plus additional shares in a trust he controls.

Open-market buying occurred on several days in March 2026, with disclosed weighted average prices such as $34.3160 and $34.9524 per share. These are discretionary purchases, signaling increased exposure by the Act III group at prices in the mid-$30s.

An amendment to a cooperation agreement, effective November 14, 2025, extends its expiration to June 30, 2027 and sets a standstill cap of 2,091,011 shares. This contractually limits how much additional stock the Act III parties and affiliates can acquire without issuer consent, so future stake changes will be constrained by this ceiling.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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

Mark Katzoff
233 South Wacker Drive, Suite 8000
Chicago, IL, 60606-6448
3124605000

Tess Rabin
233 South Wacker Drive, Suite 8000
Chicago, IL, 60606-6448
3124605000

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)

03/17/2026

(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 1,708,163.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,708,163.00

11

Aggregate amount beneficially owned by each reporting person

1,708,163.00

12

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

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 831,214 shares of Common Stock of the Issuer held by the Reporting Person, and (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by the Reporting Person. Box 13 Based on a total of 22,074,136 shares of Common Stock, which is calculated based upon the sum of (a) 21,197,187 shares of Common Stock issued and outstanding as of February 25, 2026 as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026 (the "10-K") and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.

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 1,708,163.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,708,163.00

11

Aggregate amount beneficially owned by each reporting person

1,708,163.00

12

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

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 831,214 shares of Common Stock of the Issuer held by BJ's Act III, LLC, and (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by BJ's Act III, LLC. Box 13 Based on a total of 22,074,136 shares of Common Stock, which is calculated based upon the sum of (a) 21,197,187 shares of Common Stock issued and outstanding as of February 25, 2026 as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026 (the "10-K") and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.

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 1,858,443.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,858,443.00

11

Aggregate amount beneficially owned by each reporting person

1,858,443.00

12

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

13

Percent of class represented by amount in Row (11)

8.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 831,214 shares of Common Stock of the Issuer held by BJ's Act III, LLC, (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by BJ's Act III, LLC, and (c) 150,280 shares of Common Stock of the Issuer held by a trust for which the Reporting Person has sole voting and dispositive power. Box 13 Based on a total of 22,074,136 shares of Common Stock, which is calculated based upon the sum of (a) 21,197,187 shares of Common Stock issued and outstanding as of February 25, 2026 as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026 (the "10-K") and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.

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 4.	Purpose of Transaction
	On March 12, 2026, the Reporting Persons purchased 77,268 shares of the Issuer's Common Stock for investment purposes. On March 13, 2026, the Reporting Persons purchased 73,000 shares of the Issuer's Common Stock for investment purposes. On March 16, 2026, the Reporting Persons purchased 60,000 shares of the Issuer's Common Stock for investment purposes. On March 17, 2026, the Reporting Persons purchased 40,167 shares of the Issuer's Common Stock for investment purposes. On March 18, 2026, the Reporting Persons purchased 75,000 shares of the Issuer's Common Stock for investment purposes. On March 19, 2026, the Reporting Persons purchased 62,889 shares of the Issuer's Common Stock for investment purposes.
Item 5.	Interest in Securities of the Issuer
(c)	On March 12, 2026, the Reporting Persons purchased 77,268 shares of Common Stock in open market transactions at a weighted average price of $34.3160 per share. These purchases were effected at prices ranging from $34.99 to $33.79 per share, inclusive. On March 13, 2026, the Reporting Persons purchased 73,000 shares of Common Stock in open market transactions at a weighted average price of $33.9263 per share. These purchases were effected at prices ranging from $34.2500 to $33.5950 per share, inclusive. On March 16, 2026, the Reporting Persons purchased 60,000 shares of Common Stock in open market transactions at a weighted average price of $34.0593 per share. These purchases were effected at prices ranging from $34.25 to $33.79 per share, inclusive. On March 17, 2026, the Reporting Persons purchased 40,167 shares of Common Stock in open market transactions at a weighted average price of $34.9524 per share. These purchases were effected at prices ranging from $35.00 to $34.42 per share, inclusive. On March 18, 2026, the Reporting Persons purchased 75,000 shares of Common Stock in open market transactions at a weighted average price of $34.7125 per share. These purchases were effected at prices ranging from $35.00 to $34.36 per share, inclusive. On March 19, 2026, the Reporting Persons purchased 62,889 shares of Common Stock in open market transactions at a weighted average price of $34.8274 per share. These purchases were effected at prices ranging from $35.00 to $34.3250 per share, inclusive. The Reporting Persons undertake to provide to the staff of the U.S. Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As disclosed in the Schedule 13D, on November 14, 2025, the Issuer, Act III Holdings, LLC, a Delaware limited liability company ("Act III Holdings"), Act III Management, LLC, a Delaware limited liability company controlled and indirectly owned by Ronald Shaich ("Act III Management"), BJ's Act III, LLC, and SC 2018 Trust LLC, a Delaware limited liability company owned by an irrevocable trust established by Ronald Shaich (the "2018 Trust" and with Act III Holdings, LLC, Act III Management, LLC, BJ's Act III, LLC, collectively are referred to herein as the "Act III Parties" and individually as an "Act III Party") entered into that certain Amendment to Cooperation Agreement (the "Cooperation Agreement Amendment"), pursuant to which the (a) the expiration date of the agreement was extended to June 30, 2027 and (b) the standstill provisions were revised so that the Act III Parties and its Affiliates are restricted from acquiring or seeking to acquire additional shares of the Company's voting securities (other than the exercise of the Warrant or with the prior consent of the Issuer), or engaging in any other transactions, which would result in the Act III Parties and its Affiliates beneficially owning greater than 2,091,011 shares of Common Stock of the Issuer. The foregoing description of the Cooperation Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the agreement itself.

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:	03/19/2026

Act III Holdings LLC

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich/Chief Executive Officer
Date:	03/19/2026

Ronald M. Shaich

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich
Date:	03/19/2026

FAQ

How much of BJ's Restaurants (BJRI) does Ronald M. Shaich beneficially own?

Ronald M. Shaich beneficially owns 1,858,443 shares of BJ's Restaurants common stock, representing 8.4% of the class. This figure includes shares and warrants held via BJ's Act III, LLC plus 150,280 shares held by a trust he controls.

What is the BJ's Restaurants (BJRI) stake held by BJ's Act III, LLC and Act III Holdings LLC?

BJ's Act III, LLC and Act III Holdings LLC each report beneficial ownership of 1,708,163 shares of BJ's Restaurants common stock. This consists of 831,214 shares of common stock and warrants to purchase 876,949 shares of common stock of the issuer.

Over how many BJ's Restaurants (BJRI) shares is the 8.4% ownership calculated?

The stated 8.4% ownership is based on a total of 22,074,136 shares of BJ's Restaurants common stock. That total includes 21,197,187 shares outstanding as of February 25, 2026, plus 876,949 shares issuable upon exercise of warrants.

What recent BJ's Restaurants (BJRI) share purchases did the reporting persons make?

The reporting persons purchased BJ's Restaurants common stock in open-market transactions on March 12, 13, 16, 17, 18, and 19, 2026. Individual blocks include 77,268 shares on March 12, 2026 at a weighted average price of $34.3160 per share, within disclosed trading ranges.

What are the key standstill terms affecting the Act III parties and BJ's Restaurants (BJRI)?

A cooperation agreement amendment dated November 14, 2025 extends its expiration to June 30, 2027 and revises standstill terms. The Act III parties and affiliates are restricted from beneficially owning more than 2,091,011 shares of BJ's Restaurants common stock without issuer consent, except for warrant exercises.

At what prices did the Act III group buy BJ's Restaurants (BJRI) shares in March 2026?

The group’s March 2026 open-market purchases had weighted average prices such as $34.3160, $33.9263, $34.0593, $34.9524, $34.7125, and $34.8274 per share. Each day’s trades occurred within specified price ranges around the mid-$30 level.