Jack in the Box (NASDAQ: JACK) prices $500M 7.624% 2026 notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Jack in the Box Inc. has agreed, through a special purpose subsidiary, to issue and sell $500 million of Series 2026-1 7.624% Fixed Rate Senior Secured Notes, Class A-2, in a privately placed securitization expected to close in June 2026, subject to closing conditions. Interest will be paid quarterly, with an anticipated repayment date in May 2031 and a step-up in interest if the notes remain outstanding beyond that date. The company expects to use the net proceeds to fully repay its Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II and to repay a portion of the Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I. The Master Issuer also intends to issue $150 million of Series 2026-1 Variable Funding Senior Secured Notes, Class A-1, to replace the company’s existing $150 million Series 2022-1 Variable Funding Senior Secured Notes, Class A-1.
Positive
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Insights
Jack in the Box is restructuring its securitized debt stack with new 2026 notes.
Jack in the Box is planning a securitized financing where a special purpose subsidiary will issue $500 million of Series 2026-1 7.624% Fixed Rate Senior Secured Notes, Class A-2, with quarterly interest and an anticipated repayment date in May 2031. The structure includes a step-up margin if the notes remain outstanding past that date.
The company expects to use the proceeds to fully repay its Series 2019-1 4.476% fixed rate notes and partially repay Series 2022-1 3.445% fixed rate notes, effectively refinancing existing securitized debt at a higher coupon. A new $150 million Series 2026-1 Variable Funding Senior Secured Notes, Class A-1 facility will replace the existing variable funding notes.
Overall leverage levels and covenants are not detailed here, so the net effect on financial flexibility and interest expense depends on terms in the full purchase and indenture documents. Subsequent filings may provide more clarity on leverage metrics and the timing of any prepayments of the 2019 and 2022 series.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New fixed-rate notes size: $500 million
Coupon on 2026-1 A-2 notes: 7.624%
Anticipated repayment date: May 2031
+3 more
6 metrics
New fixed-rate notes size
$500 million
Series 2026-1 7.624% Fixed Rate Senior Secured Notes, Class A-2
Coupon on 2026-1 A-2 notes
7.624%
Fixed rate on Series 2026-1 Class A-2 notes
Anticipated repayment date
May 2031
Expected repayment date of 2026-1 Class A-2 notes
Existing 2019-1 coupon
4.476%
Series 2019-1 Fixed Rate Senior Secured Notes, Class A-2-II
Existing 2022-1 coupon
3.445%
Series 2022-1 Fixed Rate Senior Secured Notes, Class A-2-I
New variable funding facility
$150 million
Series 2026-1 Variable Funding Senior Secured Notes, Class A-1
Key Terms
privately placed securitization transaction, Variable Funding Senior Secured Notes, anticipated repayment date, indenture, +1 more
5 terms
privately placed securitization transaction financial
"the 2026 Notes are expected to be issued by the Master Issuer in a privately placed securitization transaction"
Variable Funding Senior Secured Notes financial
"it will issue $150 million of its Series 2026-1 Variable Funding Senior Secured Notes, Class A-1"
A variable funding senior secured note is a type of loan-like investment that lets a borrower draw, repay and redraw funds up to a set limit while paying interest that can change over time. It is “senior” because holders are first in line to be repaid if the borrower defaults, and “secured” because the loan is backed by specific assets, lowering risk much like a mortgage. Investors care because this structure offers priority repayment and asset backing but also exposes them to changing interest income and the borrower’s ongoing funding needs.
anticipated repayment date financial
"The anticipated repayment date of the 2026 Notes will be May 2031"
The anticipated repayment date is the future day when a borrower expects to pay back a loan, bond, or other obligation. Investors care because that date signals when they should receive principal and helps assess cash flow timing, credit risk and liquidity needs—like knowing when a friend plans to return borrowed money so you can decide whether to spend it or keep a cushion.
indenture regulatory
"under a new supplement to the base indenture, dated as of July 8, 2019"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
_____________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2026
(Exact name of registrant as specified in its charter)
_________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices) (Zip Code)
(858 ) 571-2121
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
______________________________________________________________________
Item 1.01 Other Events.
On June 12, 2026, Jack in the Box Inc. (the "Company") and a wholly owned subsidiary, Jack in the Box Funding, LLC, a Delaware limited liability company (the "Master Issuer"), Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company ("Jack in the Box SPV Guarantor"), Different Rules, LLC, a Delaware limited liability company ("Different Rules"), and Jack in the Box Properties, LLC, a Delaware limited liability company ("Jack in the Box Properties" and, together with the Company, the Master Issuer, Jack in the Box SPV Guarantor and Different Rules, the "Jack in the Box Parties"), entered into a Purchase Agreement (the "Purchase Agreement") with certain initial purchasers named therein (the "Initial Purchasers"), pursuant to which, among other things, the Master Issuer, a special purpose subsidiary of the Company, has agreed to issue and sell $500 million of its Series 2026-1 7.624% Fixed Rate Senior Secured Notes, Class A-2 (the "2026 Notes") in a privately placed securitization transaction under a new supplement to the base indenture, dated as of July 8, 2019 by and between the Master Issuer, as master issuer, and Citibank, N.A., as trustee and securities intermediary, as amended by the First Supplement to the Base Indenture, dated as of February 11, 2022.
Interest payments on the 2026 Notes are payable on a quarterly basis. The anticipated repayment date of the 2026 Notes will be May 2031, unless earlier prepaid to the extent permitted under the indenture that will govern the 2026 Notes. If the Master Issuer has not repaid or redeemed the 2026 Notes prior to the anticipated repayment date, additional interest will accrue on the 2026 Notes equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the amount, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii) 5.00%, plus (iii) 3.50%, exceeds the original interest rate with respect to the 2026 Notes.
The Purchase Agreement includes customary representations, warranties and covenants by the Jack in the Box Parties. It also provides that the Jack in the Box Parties will indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the sale of the 2026 Notes is anticipated to occur in June 2026 and is subject to the satisfaction of various closing conditions specified in the Purchase Agreement.
Certain of the Initial Purchasers and their respective affiliates have, from time to time, performed and may in the future perform various investment banking services for the Company for which they received or will receive customary fees and expenses.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 8.01 Other Events.
On June 15, 2026, Jack in the Box Inc. (the "Company") issued a press release announcing its entry into the Purchase Agreement and the pricing of the 2026 Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
In addition, the Company has issued a notice of prepayment pursuant to the indenture governing its Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II (the "Series 2019-1 Class A-2-II Notes") to prepay, subject to completion of the sale of the 2026 Notes as described in item 1.01 above, all of the outstanding Series 2019-1 Class A-2-II Notes on the closing date of the sale of the 2026 Notes. The Company has also issued a notice of prepayment pursuant to the indenture governing its Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I (the "Series 2022-1 Class A-2-I Notes") to prepay, subject to completion of the sale of the 2026 Notes as described in item 1.01 above, a portion of the outstanding Series 2022-1 Class A-2-I Notes on the closing date of the sale of the 2026 Notes.
The Master Issuer also intends to enter into a new purchase agreement under which it will issue $150 million of its Series 2026-1 Variable Funding Senior Secured Notes, Class A-1 (the "Class A-1 Notes"), which will allow the Master Issuer to borrow amounts from time to time on a revolving basis. The Class A-1 Notes will replace the Company's existing $150 million Series 2022-1 Variable Funding Senior Secured Notes, Class A-1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Title | |||||||
| 10.1 | 2026-1 Class A-2 Note Purchase Agreement, dated as of June 12, 2026, by and among Jack in the Box Inc., the subsidiaries of Jack in the Box Inc. party thereto and Guggenheim Securities, LLC acting on behalf of itself and as the representative of the initial purchasers | |||||||
| 99.1 | Press Release of Jack in the Box Inc. dated June 15, 2026 | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JACK IN THE BOX INC. | |||||||||||
| June 15, 2026 | /s/ Dawn Hooper | ||||||||||
| Dawn Hooper | |||||||||||
| EVP, Chief Financial Officer | |||||||||||
Exhibit 99.1
 | Contact: Rachel Webb Vice President, Finance & Investor Relations rachel.webb@jackinthebox.com (858) 522-4556 | |||||||
Press Release
Jack in the Box Inc. Prices $500 Million Securitized Financing Facility
SAN DIEGO – June 15, 2026 – Jack in the Box Inc. (NASDAQ: JACK) today announced that it has entered into a purchase agreement (the “Purchase Agreement”) under which one of its indirect, special purpose subsidiaries (the “Master Issuer”) has agreed to issue and sell $500 million of its Series 2026-1 7.624% Fixed Rate Senior Secured Notes, Class A-2 (the “2026 Notes”). Interest payments on the 2026 Notes are payable on a quarterly basis. The anticipated repayment dates of the 2026 Notes will be May 2031, unless earlier prepaid to the extent permitted under the indenture that will govern the 2026 Notes. The 2026 Notes are expected to be issued by the Master Issuer in a privately placed securitization transaction.
The net proceeds of the expected sale of the 2026 Notes are expected to be used to (i) repay in full the Company’s existing Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II and (ii) repay a portion of the Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I.
The Master Issuer also intends to enter into a new purchase agreement under which it will issue $150 million of its Series 2026-1 Variable Funding Senior Secured Notes, Class A-1 (the “Class A-1 Notes”), which will allow the Master Issuer to borrow amounts from time to time on a revolving basis. The Class A-1 Notes will replace the Company’s existing $150 million Series 2022-1 Variable Funding Senior Secured Notes, Class A-1.
The closing of the sale of the 2026 Notes is expected to occur in June 2026, subject to satisfaction of various closing conditions. However, there can be no assurance regarding the timing of the closing or that the sale of the 2026 Notes will be completed.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the 2026 Notes or any other security. The 2026 Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.
About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with 2,128 restaurants across 24 states, Guam and Mexico. For more information, including franchising opportunities, visit www.jackinthebox.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases
Exhibit 99.1
beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the Company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the Company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; stock market volatility. These and other factors are discussed in the Company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The Company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.
Contacts
Rachel Webb
858-522-4556
rachel.webb@jackinthebox.com
FAQ
What securitized financing did JACK announce in this 8-K?
Jack in the Box plans a securitized financing where a subsidiary will issue $500 million of Series 2026-1 7.624% Fixed Rate Senior Secured Notes, Class A-2, in a private transaction, with quarterly interest and an anticipated repayment date in May 2031.
How will Jack in the Box use the $500 million 2026 notes proceeds?
The company expects to use net proceeds to repay in full its Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II and to repay a portion of its Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I.
What are the key terms of Jack in the Box’s 2026-1 A-2 notes?
The Series 2026-1 Class A-2 notes carry a 7.624% fixed rate with quarterly interest payments and an anticipated repayment date in May 2031. If not repaid by then, additional interest will accrue under a formula tied to 10-year U.S. Treasury yields.
What new revolving securitized facility is JACK planning?
The Master Issuer intends to issue $150 million of Series 2026-1 Variable Funding Senior Secured Notes, Class A-1. This revolving facility will allow borrowings from time to time and is expected to replace the company’s existing $150 million Series 2022-1 Variable Funding Senior Secured Notes, Class A-1.
Are the new 2026 notes registered under the Securities Act?
No. The 2026 notes will be issued in a private placement and have not been, and will not be, registered under the Securities Act of 1933. They may not be offered or sold in the United States without registration or an applicable exemption.
When is the closing of Jack in the Box’s 2026 notes sale expected?
The company states the closing of the 2026 notes sale is expected in June 2026, subject to satisfaction of closing conditions. It also notes there can be no assurance about the timing or that the sale will be completed.