Act III raises BJ's Restaurants (BJRI) ownership stake to 6.66%

Rhea-AI Filing Summary

BJ's Restaurants, Inc. largest disclosed individual holder, Ronald M. Shaich and his affiliated entities, updated their ownership on an amended Schedule 13D. Shaich now beneficially owns 1,470,119 shares of common stock, representing 6.66% of the company, including shares held through BJ's Act III, LLC and a Shaich-controlled trust.

On March 9, 2026, the reporting persons bought 66,677 shares in open-market trades at a weighted average price of $34.5776 per share, and on March 11, 2026 they bought 1,213 shares at a weighted average price of $34.9376, all for investment purposes. A cooperation agreement amendment with the company limits the Act III Parties and affiliates from beneficially owning more than 2,091,011 shares and extends the agreement’s expiration to June 30, 2027.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

BJs RESTAURANTS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

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)

03/09/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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 1,319,839.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,319,839.00

11

Aggregate amount beneficially owned by each reporting person

1,319,839.00

12

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

13

Percent of class represented by amount in Row (11)

5.98 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 442,890 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):

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 1,319,839.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,319,839.00

11

Aggregate amount beneficially owned by each reporting person

1,319,839.00

12

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

13

Percent of class represented by amount in Row (11)

5.98 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 442,890 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):

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 1,470,119.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,470,119.00

11

Aggregate amount beneficially owned by each reporting person

1,470,119.00

12

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

13

Percent of class represented by amount in Row (11)

6.66 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Boxes 8, 10 and 11 Consists of (a) 442,890 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 9, 2026, the Reporting Persons acquired 66,677 shares of the Issuer's Common Stock for investment purposes. On March 11,2026, the Reporting Persons acquired 1,213 shares of the Issuer's Common Stock for investment purposes.
Item 5.	Interest in Securities of the Issuer
(c)	On March 9, 2026, the Reporting Persons purchased 66,677 shares of Common Stock in open market transactions at a weighted average price of $34.5776 per share. These purchases were effected at prices ranging from $33.96 to $36.20 per share, inclusive. On March 11, 2026, the Reporting Persons purchased 1,213 shares of Common Stock in open market transactions at a weighted average price of $34.9376 per share. These purchases were effected at prices ranging from $34.8850 to $34.9850 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:	03/11/2026

Act III Holdings, LLC

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich/Chief Executive Officer
Date:	03/11/2026

Ronald M. Shaich

Signature:	/s/ Ronald M. Shaich
Name/Title:	Ronald M. Shaich
Date:	03/11/2026

FAQ

How many BJ's Restaurants (BJRI) shares does Ronald Shaich now beneficially own?

Ronald M. Shaich now beneficially owns 1,470,119 shares of BJ's Restaurants common stock, equal to 6.66% of the class. This total includes shares and warrants held through BJ's Act III, LLC plus 150,280 shares held by a Shaich-controlled trust.

What recent BJ's Restaurants (BJRI) share purchases are disclosed in this Schedule 13D/A?

The filing reports two recent open-market purchases for investment purposes. On March 9, 2026, 66,677 shares were bought at a $34.5776 weighted average price. On March 11, 2026, a further 1,213 shares were bought at a $34.9376 weighted average price.

What percentage of BJ's Restaurants (BJRI) does 1,470,119 shares represent?

The filing states that 1,470,119 shares of BJ's Restaurants common stock represent 6.66% of the outstanding class. This percentage is calculated using 22,074,136 shares, which includes issued shares plus those issuable upon exercise of the reported warrants.

How many BJ's Restaurants (BJRI) shares and warrants are held by BJ's Act III, LLC?

BJ's Act III, LLC beneficially owns 1,319,839 shares of BJ's Restaurants common stock. This consists of 442,890 common shares plus warrants to purchase 876,949 additional common shares, all counted toward the beneficial ownership calculation in the Schedule 13D/A.

What is the standstill ownership cap for Act III in BJ's Restaurants (BJRI)?

Under the cooperation agreement amendment, the Act III Parties and their affiliates are restricted from transactions that would cause them to beneficially own more than 2,091,011 shares of BJ's Restaurants common stock, except for warrant exercises or with the prior consent of the company.

When does the cooperation agreement between BJ's Restaurants (BJRI) and Act III expire?

The cooperation agreement amendment extended the agreement’s expiration date to June 30, 2027. Until that date, the Act III Parties remain subject to revised standstill provisions limiting additional share acquisitions above a specified ownership threshold.