Biglari Capital Files Proxy to Oppose JACK Chairman

Biglari Capital Corp. has filed a definitive proxy statement and accompanying GOLD proxy card seeking stockholder votes AGAINST the re-election of David Goebel to Jack in the Box Inc.’s board at the 2026 annual meeting.

Rhea-AI Filing Summary

Biglari Capital Corp. has filed a definitive proxy statement and accompanying GOLD proxy card seeking stockholder votes AGAINST the re-election of David Goebel to Jack in the Box Inc.’s board at the 2026 annual meeting. Biglari states it is the largest shareholder with a 9.86% ownership stake and cites an 18% decline in JACK’s share price after the company’s first-quarter fiscal 2026 earnings as a reason to oppose Mr. Goebel’s re-election.

Biglari’s statement describes prior board influence by Mr. Goebel since 2009 and his chairmanship since June 2020, references an estimated $5 million proxy defense cost disclosed in company filings, and urges shareholders to vote AGAINST Mr. Goebel using the GOLD proxy card. The proxy materials are available on the SEC website and from Biglari’s proxy solicitor.

Insights

Corporate Governance Expert

Activist filed a definitive proxy to oppose the chairman, citing performance and shareholder costs.

Biglari presents a governance challenge by formally soliciting proxies to vote AGAINST Chairman David Goebel and has disclosed a 9.86% ownership stake. The proxy filing and GOLD card create a public contest for board composition that the company must address in its own materials.

The excerpt cites an 18% share-price decline after Q1 earnings and a proxy defense cost of $5 million. Timing and ultimate impact depend on other large holders’ responses and votes reported at the annual meeting; subsequent disclosures will show vote outcomes.

Activist Investor Strategist

Biglari’s solicitation frames the chairman’s tenure as the central contested issue to mobilize votes.

The filing uses performance metrics—an 18% one-day post-earnings price move and long-term value-change references—to support its argument and to persuade holders to switch votes via a GOLD card. It highlights proxy-solicitation costs of $5 million as a tangible expense.

Execution will hinge on vote solicitation effectiveness and institutional holder positions. Additional filings and the company’s response will clarify whether this escalates into a full proxy fight or a negotiated outcome.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What action is Biglari Capital asking JACK shareholders to take?

Biglari Capital asks shareholders to vote AGAINST the re-election of David Goebel at the 2026 annual meeting by using the GOLD proxy card. The filing is a definitive proxy statement and solicitation related to that vote.

How large is Biglari Capital’s ownership stake in Jack in the Box (JACK)?

Biglari Capital states it is the largest shareholder with a 9.86% ownership stake in Jack in the Box. That percentage is disclosed in the proxy solicitation materials filed with the SEC.

What performance metric does Biglari cite to justify opposing the chairman?

Biglari cites an 18% decline in JACK’s share price following the company’s first-quarter fiscal 2026 earnings as a key reason for opposing David Goebel’s re-election. The filing references the one-day price change.

Where can JACK shareholders find the proxy materials filed by Biglari?

The definitive proxy statement and GOLD proxy card are available at the SEC website at http://www.sec.gov and from Biglari’s proxy solicitor, Saratoga Proxy Consulting, via the provided contact information in the filing.

Does the filing state how much JACK expects to spend on defending the proxy contest?

The filing references an estimated proxy solicitation cost of $5 million cited from the company’s SEC filings as the cost JACK may pay to defend the contested election, per Biglari’s statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/20/2026 - 03:32 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

JACK IN THE BOX INC.

(Name of Registrant as Specified In Its Charter)

BIGLARI CAPITAL CORP.

THE LION FUND, L.P.

THE LION FUND II, L.P.

BIGLARI HOLDINGS INC.

FIRST GUARD INSURANCE COMPANY

SOUTHERN PIONEER PROPERTY AND CASUALTY INSURANCE COMPANY

BIGLARI REINSURANCE LTD.

BIGLARI INSURANCE GROUP INC.

WESTERN SIZZLIN CORPORATION

STEAK N SHAKE INC.

SARDAR BIGLARI

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Biglari Capital Corp., together with the other participants named herein (collectively, “Biglari”), has filed a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit proxies to vote AGAINST the election of Chairman David Goebel at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Jack in the Box Inc. (the “Company”), a Delaware corporation.

On February 20, 2026, Biglari issued the following press release:

Biglari Capital: 18% decline in Jack in the Box Share Price after Q1 Earnings

Continued Deterioration of JACK’s Share Price and Operating Metrics Further
Warrants Voting Against
the Election of David Goebel

SAN ANTONIO, Feb. 20, 2026 /PRNewswire/ -- Biglari Capital Corp. (“Biglari Capital”), the largest shareholder of Jack in the Box Inc. (NasdaqGS: JACK) with a 9.86% ownership stake, today issued the following statement:

Disastrous Quarterly Results Confirm the Need for Urgent Action

For any shareholder still weighing whether Chairman Goebel’s continued presence poses a real risk, JACK’s first-quarter fiscal 2026 earnings provide the answer — in case the last 17 years were not convincing enough. The results are terrible by any measure:

· Same-store sales declined 6.7% systemwide, a sharp deterioration from the 0.4% gain in the same period last year;

· Adjusted EBITDA declined approx. 23% year over year; and the adjusted EBITDA margin fell to 19.5%, down 400 bps from the comparable period last year;

· EPS from continuing operations fell to $0.75 — a decline of 54% from the same period last year.

JACK’s share price fell another 18% following the earnings announcement¹.

We Believe JACK’s Board Is Incapable of Shifting Direction as Long as David Goebel Maintains Board Influence

We firmly believe these latest results are a direct consequence of the Board’s continued reliance on Mr. Goebel, whose tenure has already led to massive shareholder value destruction, declining profitability, and an increased risk of financial insolvency.

Since Mr. Goebel joined JACK’s board in 2009²:

· Shareholders have lost over $800 million in market value;

· Meanwhile, Mr. Goebel has collected over $3.7 million in total compensation.

The value destruction is even higher since Mr. Goebel became chairman of the board in June 2020³:

· Shareholders have lost over $1.2 billion in market value;

· Meanwhile, Mr. Goebel has collected over $1.8 million in total compensation.

Given Mr. Goebel’s disastrous performance, no true owner would approve of spending $5 million⁴ to defend his failed leadership and directorship.

One more year of Mr. Goebel’s leadership could cause irreparable harm.

The latest earnings report is an ominous warning sign for JACK and compelling proof of why JACK needs to move away from Mr. Goebel’s influence now.

Today’s share price is all the evidence that shareholders need to vote AGAINST Mr. Goebel, as waiting another year might just be too late.

We urge ALL shareholders to vote AGAINST the re-election of
David Goebel at the upcoming annual meeting.

If you have already voted your shares, you can still change your vote. Only your last dated vote counts.

Contact: info@saratogaproxy.com
www.saratogaproxy.com/JACK

¹ Source: FactSet. Based on change in share price from Feb. 18, 2026 to Feb. 19, 2026
² Source: Company SEC filings. FactSet, Change in market value from Dec. 16, 2008 to Feb. 18, 2026
³ Source: Company SEC filings. FactSet, Change in market value from Jun. 15, 2020 to Feb. 18, 2026
⁴ Source: Cost of proxy solicitation by JACK according to the Company’s SEC filings

***

Additional Information

Biglari has filed a definitive proxy statement and accompanying GOLD proxy card with the SEC to be used to solicit proxies to vote AGAINST Chairman David Goebel in connection with the Annual Meeting. Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to Biglari. These materials and other materials filed by Biglari with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Biglari with the SEC are also available, without charge, by directing a request to Biglari’s proxy solicitor, Saratoga Proxy Consulting, at its toll-free number (888) 368-0379 or via email at info@saratogaproxy.com.