Jack In The Box SEC Filings

Jack in the Box director Alan Smolinisky reported an equity award in the form of restricted stock units. He acquired 8,235 shares of common stock as a grant with no cash price per share, bringing his directly owned holdings to 197,584 shares after the transaction.

The award consists of restricted stock units that vest 100% on March 3, 2027, and are issued on that date unless he elects to defer receipt until his Board service ends. This is a non‑cash compensation grant rather than an open‑market stock purchase or sale.

Jack in the Box Inc. stockholders ratified the company’s Stockholder Protection Rights Agreement, originally adopted in 2025, which extends its expiration to the close of business on July 1, 2028, unless earlier redeemed, exchanged, terminated, or superseded by certain merger transactions. The agreement otherwise remains unchanged.

At the same annual meeting, stockholders elected ten directors, ratified KPMG LLP as auditor for the fiscal year ending September 27, 2026, approved an advisory resolution on executive compensation, and approved an amendment to the 2023 Omnibus Incentive Plan to increase shares available for issuance.

Jack in the Box Inc. director and CEO Lance F. Tucker reported a tax-related share disposition. On this Form 4, he had 1,434 shares of common stock withheld by the company at $16.92 per share to cover taxes owed on previously granted restricted stock units that vested. After this withholding transaction, he directly owned 202,634 shares of Jack in the Box common stock. This filing reflects a tax-withholding event, not an open-market purchase or sale.

Jack in the Box Inc. filed an amendment dated February 20, 2026 that revises Proposal Four in its definitive proxy statement dated January 21, 2026. The amendment reduces the requested additional share reserve under the 2023 Omnibus Incentive Plan from 2,260,000 shares to 1,900,000 shares, subject to adjustment for certain changes in our capitalization. If shareholders approve Proposal Four at the company’s Annual Meeting on February 27, 2026, the aggregate cap on shares issuable under the 2023 Plan will consist of (i) 2,500,000 shares previously approved, (ii) the additional 1,900,000 shares requested in Proposal Four, and (iii) the Prior Plan Returning Shares, and the total will not exceed 4,415,898 shares. The Board recommends a vote FOR Proposal Four.

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.

Jack in the Box Inc. reported weaker first-quarter results as it completed the sale of Del Taco and focused on debt reduction. Total revenue from continuing operations was $349.5 million, down from $371.1 million a year earlier, as system same-store sales fell 6.7%.

Earnings from continuing operations declined to $14.4 million with diluted EPS of $0.75, compared with $1.61 per share a year ago. A loss of $16.8 million from discontinued Del Taco operations, including a $47.4 million pre-tax loss on sale, led to a net loss of $2.5 million versus prior-year net earnings of $33.7 million.

The company used Del Taco proceeds to prepay $105.0 million of 2019 Class A-2 notes, cutting total debt to $1.60 billion while keeping leverage above 5.0x. Operating cash flow from continuing operations dropped to $30.5 million from $101.6 million. Management has halted dividends and share repurchases, directing cash toward debt reduction under its “JACK on Track” plan.

Jack in the Box Inc. reported weaker first quarter fiscal 2026 results as same-store sales and profits declined while full-year guidance was reaffirmed. For the 16 weeks ended January 18, 2026, total revenues fell 5.8% to $349.5 million, driven by a 6.7% decrease in system same-store sales and a lower restaurant count.

Restaurant-Level Margin dropped to 16.1% from 23.2%, Franchise-Level Margin slipped to 38.6% from 40.9%, and Adjusted EBITDA declined to $68.2 million from $88.8 million. Diluted EPS from continuing operations was $0.75, down from $1.61, and non-GAAP Operating EPS was $1.00 versus $1.86. Including Del Taco discontinued operations, the company posted a net loss of $2.5 million compared with net earnings of $33.7 million a year earlier. Management reiterated fiscal 2026 guidance, including same-store sales of -1% to +1% and Adjusted EBITDA of $225–$240 million, and highlighted $105.0 million of debt prepayments and no share repurchases as it focuses on its “JACK on Track” plan and portfolio rationalization.

Biglari Capital Corp., which owns 9.86% of Jack in the Box Inc., is running a proxy campaign urging shareholders to vote against Chairman David Goebel at the 2026 annual meeting. Biglari cites recommendations from proxy advisory firms Glass Lewis and Egan-Jones, both of which advised voting against Goebel, while Institutional Shareholder Services acknowledged periods of weak performance and an unsuccessful Del Taco acquisition but nevertheless supported all management nominees. Biglari argues that long-term total shareholder returns under Goebel have significantly lagged peers and that a vote against his re‑election is a way to express dissatisfaction with performance and governance.