Ron Shaich’s Act III boosts BJ's Restaurants (NASDAQ: BJRI) ownership to 8.8%

Rhea-AI Filing Summary

Ronald M. Shaich and Act III entities filed Amendment No. 7 to their Schedule 13D on BJ's Restaurants, Inc. The filing reports open‑market purchases on March 20, 2026 of 78,382 shares of common stock at a weighted average price of $34.9203 per share.

After these transactions, BJ's Act III, LLC and Act III Holdings, LLC each report beneficial ownership of 1,786,545 shares, or 8.1% of the common stock, while Shaich reports 1,936,825 shares, or 8.8%. The filing also notes an existing cooperation agreement that caps Act III parties’ beneficial ownership at 2,091,011 shares of common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

03/20/2026

(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).

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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 1,786,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,786,545.00

11

Aggregate amount beneficially owned by each reporting person

1,786,545.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 909,596 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 1,786,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,786,545.00

11

Aggregate amount beneficially owned by each reporting person

1,786,545.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 909,596 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 1,936,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,936,825.00

11

Aggregate amount beneficially owned by each reporting person

1,936,825.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 909,596 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 1 Comment: This statement constitutes Amendment Number 7 (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. 3 ("Amendment No. 4") on November 17, 2025, Amendment No. 5 ("Amendment No. 5") on March 11, 2026, and Amendment No. 6 ("Amendment No. 6") on March 19, 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.
Item 4.	Purpose of Transaction
	On March 20, 2026, the Reporting Persons purchased 78,382 shares of the Issuer's Common Stock for investment purposes.
Item 5.	Interest in Securities of the Issuer
(c)	On March 20, 2026, the Reporting Persons purchased 78,382 shares of Common Stock in open market transactions at a weighted average price of $34.9203 per share. These purchases were effected at prices ranging from $35.00 to $34.73 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:	03/23/2026

Act III Holdings, LLC

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich/Chief Executive Officer
Date:	03/23/2026

Ronald M. Shaich

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich
Date:	03/23/2026

FAQ

How many BJRI shares did Ronald Shaich and Act III buy in this amendment?

The reporting group purchased 78,382 BJRI shares. These were open‑market transactions on March 20, 2026 at a weighted average price of $34.9203 per share, with individual trade prices ranging from $35.00 to $34.73 per share.

What is Ronald Shaich’s total beneficial ownership in BJRI after Amendment No. 7?

Ronald Shaich reports beneficial ownership of 1,936,825 BJRI shares. This represents 8.8% of the company’s common stock, including shares and warrants held through BJ's Act III, LLC plus 150,280 shares held by a trust he controls.

What percentage of BJRI does Act III Holdings and BJ's Act III, LLC own?

Each of Act III Holdings, LLC and BJ's Act III, LLC reports 1,786,545 shares. This stake equals 8.1% of BJ's Restaurants’ common stock, combining currently held shares and warrants to purchase additional shares as described in the filing.

How was the BJRI ownership percentage calculated in this Schedule 13D/A?

The percentage is based on 22,074,136 BJRI shares. That total includes 21,197,187 shares outstanding as of February 25, 2026, plus 876,949 shares issuable upon exercise of warrants referenced by the reporting persons in the document.

What ownership cap applies to Act III’s BJRI stake under the cooperation agreement?

The Act III parties are capped at 2,091,011 BJRI shares. Under the cooperation agreement amendment, they and their affiliates cannot exceed this beneficial ownership level, except through warrant exercise or with the company’s prior consent.

What is the purpose of the BJRI Schedule 13D/A Amendment No. 7 filing?

The amendment updates the group’s beneficial ownership and recent purchases. It reflects the March 20, 2026 acquisition of 78,382 shares, restates total holdings and percentages, and references an existing cooperation agreement and standstill provisions with BJ's Restaurants.