Jack in the Box (NASDAQ: JACK) revises rights plan for passive holders

Rhea-AI Filing Summary

Jack in the Box Inc. filed an 8-K describing Amendment No. 1 to its Stockholder Protection Rights Agreement with Computershare Trust Company, N.A., executed on September 8, 2025. The amendment changes the definition of “Acquiring Person” in the rights plan.

Under the amendment, certain persons that beneficially own less than 20% of the outstanding shares of Jack in the Box common stock will not be treated as an “Acquiring Person” if they qualify as a “Passive Institutional Investor,” as defined in the amendment. The full rights agreement is referenced as Exhibit 4.1 and the amendment is filed as Exhibit 4.2.

8-K Event Classification

3 items: 1.01, 3.03, 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 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000080788200008078822025-09-082025-09-08

_____________________________________________________________________________________

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): September 8, 2025

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)

_________________

Delaware			1-9390			95-2698708
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

9357 Spectrum Center Blvd, San Diego, CA 92123

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			JACK			NASDAQ

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    Entry into a Material Definitive Agreement.

On September 8, 2025, Jack in the Box Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), executed Amendment No. 1 (the “Amendment”) to the Stockholder Protection Rights Agreement, dated as of July 1, 2025, between the Company and the Rights Agent (the “Rights Agreement”).

The Amendment amends the definition of “Acquiring Person” set forth in the Rights Agreement to provide that, in addition to the other exemptions set forth therein, the term “Acquiring Person” shall not include certain persons that beneficially own less than 20% of the outstanding shares of the Company’s common stock if they qualify as a “Passive Institutional Investor” (as such term is defined in the Amendment).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2025 and is incorporated herein by reference as Exhibit 4.1 hereto, and the Amendment, which is attached as Exhibit 4.2 hereto and incorporated herein by reference.

Item 3.03    Material Modifications to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
4.1						Stockholder Protection Rights Agreement, dated as of July 1, 2025, between the Company and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated July 2, 2025).
4.2						Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of September 8, 2025, between the Company and Computershare Trust Company, N.A., as Rights Agent.
104						Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.
						/s/   Sarah Super
						Name: Sarah Super
Date: September 9, 2025						Title: EVP, Chief Legal & Administrative Officer

FAQ

What change did Jack in the Box (JACK) make to its rights agreement?

Jack in the Box amended its Stockholder Protection Rights Agreement to revise the definition of “Acquiring Person.” The change excludes certain holders of under 20% of outstanding common shares when they qualify as a “Passive Institutional Investor,” as defined in the amendment.

How does the new 20% threshold affect Jack in the Box shareholders?

The amendment provides that some investors beneficially owning less than 20% of Jack in the Box common stock will not be considered an “Acquiring Person” if they meet the “Passive Institutional Investor” definition. This alters when the rights plan may be triggered for those investors.

Who is the rights agent under Jack in the Box’s updated rights agreement?

Computershare Trust Company, N.A. serves as rights agent under Jack in the Box’s Stockholder Protection Rights Agreement. The company and Computershare executed Amendment No. 1 on September 8, 2025, to adjust the definition of “Acquiring Person” within that agreement.

When was the Jack in the Box rights plan originally adopted and later amended?

Jack in the Box’s Stockholder Protection Rights Agreement was originally dated July 1, 2025. Amendment No. 1 to this agreement was executed on September 8, 2025, and is described in the company’s current report on Form 8-K.

Where can investors find the full text of Jack in the Box’s rights agreement amendment?

Investors can review the full Stockholder Protection Rights Agreement as Exhibit 4.1 and Amendment No. 1 as Exhibit 4.2. Both documents are incorporated by reference and identified in Jack in the Box’s September 8, 2025 Form 8-K filing.

What items in the 8-K address changes to Jack in the Box shareholder rights?

Item 1.01 discusses entry into the material definitive agreement amending the rights plan, while Item 3.03 incorporates that information as a material modification to the rights of security holders. Exhibits 4.1 and 4.2 provide the underlying rights agreement and amendment.