Jack In The Box SEC Filings

Jack in the Box CEO Lance F. Tucker reported automatic share sales tied to equity compensation taxes. On January 28, 2026, he sold a total of 3,150 shares of common stock in two transactions at $21.83 per share.

The filing explains these sales were dispositions to satisfy tax withholding obligations upon vesting of restricted stock units under the company’s automatic sell-to-cover policy. After the transactions, Tucker directly owned 204,068 shares of Jack in the Box common stock.

Jack in the Box Inc. is asking shareholders to vote at its virtual 2026 Annual Meeting on a slate of ten directors, auditor ratification, executive pay, an equity plan share increase, and a stockholder rights plan. The proxy outlines the Board’s unanimous recommendation to vote “FOR” all company nominees and “FOR” Proposals 2–5 using the WHITE proxy card, amid a threatened “withhold campaign” by the Biglari Group, which holds about 9.9% of the common stock.

The company reviews its fiscal 2025 “JACK on Track” turnaround plan, including the announced divestiture of Del Taco, a focus on an asset-light model, and debt reduction. For 2025, total revenue was $1.5 billion, Adjusted EBITDA was $270.9 million, and system same‑store sales fell 4.2% at Jack in the Box and 3.7% at Del Taco. The company returned $5.0 million via buybacks and $16.6 million in dividends before discontinuing the dividend under the plan.

Shareholders are also asked to approve an amendment to the 2023 Omnibus Incentive Plan to increase shares available for equity awards and to ratify a Stockholder Protection Rights Agreement adopted in 2025 in response to the Biglari Group’s share accumulation, which would extend from July 1, 2026 to July 1, 2028 if ratified.

Biglari Holdings and related entities filed an amended Schedule 13D updating their ownership and plans for Jack in the Box Inc.’s common stock. Sardar Biglari reports beneficial ownership of 1,884,269 shares, representing 9.98% of the company. Other affiliated entities, including Biglari Capital Corp. and the Lion Fund partnerships, each report their own share counts and percentages, with Biglari Capital Corp. listing 1,683,652 shares, or 8.9%.

The group has withdrawn its nomination of Douglas Thompson for the Jack in the Box board because he became Chief Operations Officer of CAVA. They state they still intend to discuss board composition with the company and may propose an alternate candidate, and they may pursue a withhold campaign against one or more incumbent directors at the upcoming annual meeting. The reporting persons also terminated a prior Joint Filing and Solicitation Agreement and entered into a new Joint Filing Agreement dated January 14, 2026.

Jack in the Box Inc. senior vice president and chief people officer Steven Piano reported a small automatic share sale related to equity compensation. On 12/30/2025, he disposed of 254 shares of common stock at a price of $19.46 per share, coded as a sale transaction. The filing explains that these shares were sold to satisfy tax withholding obligations when restricted stock units vested under the company’s automatic sell-to-cover policy in the grant agreement.

After this transaction, Piano directly held 41,067 shares of Jack in the Box common stock. The filing was made on Form 4 as an individual filing for a company officer, and reflects routine administration of stock-based compensation rather than a discretionary open-market reduction of his overall holdings.

Jack in the Box Inc. has completed the sale of its Del Taco restaurant operations. On December 22, 2025, the company closed the previously announced transaction selling Del Taco Holdings Inc., its wholly owned subsidiary, to Del Taco Group, LLC, an assignee of franchisee Yadav Enterprises, Inc.

The aggregate purchase price is approximately $119.0 million in cash, subject to post-closing working capital adjustments. The buyer paid $109.0 million at closing, with the remaining $10.0 million deferred to no later than January 12, 2026. The deferred amount earns interest at an annual rate of eight percent, and the buyer’s obligation to pay this balance, plus accrued interest, is guaranteed by an individual guarantor.

The company also issued a press release on December 22, 2025 announcing the closing of the transaction, which is furnished as an exhibit.

Jack in the Box Inc. reported an insider transaction by its EVP, Chief Legal & Administrative Officer, Sarah Super. On 12/17/2025, she disposed of 211 shares of common stock at a price of $20.27 per share. After this transaction, she beneficially owned 54,076 shares of Jack in the Box common stock in direct ownership.

According to the explanation provided, the shares were sold to satisfy a tax withholding obligation that arose when restricted stock units vested, under the company’s automatic sell-to-cover policy described in the grant agreement. This indicates the sale was tied to equity award vesting rather than an open-market discretionary sale.

Jack in the Box Inc. reported an insider equity transaction by its SVP, Chief People Officer, Steven Piano. On 12/17/2025, he disposed of 163 shares of common stock at a price of $20.27 per share. After this transaction, he beneficially owned 41,321 shares of Jack in the Box common stock in direct ownership.

According to the filing, the shares were sold to cover tax withholding obligations that arose when restricted stock units vested, consistent with the company’s automatic sell-to-cover policy stated in the grant agreement. The filing was made as a Form 4 by a single reporting person and reflects a routine administrative transaction related to equity compensation.

Jack in the Box Inc. executive Ryan Lee Ostrom, EVP and Chief Customer & Digital Officer, reported a small automatic sale of company stock. On 12/17/2025, he disposed of 315 shares of common stock at $20.27 per share, recorded as a sale transaction.

After this transaction, he beneficially owned 80,056 shares of Jack in the Box common stock in direct form. The company notes that the shares were sold to satisfy tax withholding obligations that arose when restricted stock units vested, under an automatic “sell-to-cover” policy set out in the grant agreement. This indicates the transaction was tied to equity compensation rather than an open‑market discretionary sale.