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Jack in the Box Inc. is asking shareholders to vote at its virtual 2026 Annual Meeting on a contested board election and several key governance and compensation items. Shareholders are being asked to elect ten directors, ratify KPMG as auditor for fiscal 2026, approve 2025 executive pay, increase shares under the 2023 Omnibus Incentive Plan, and ratify a Stockholder Protection Rights Agreement adopted in 2025.
The company is in a proxy contest with the Biglari Group, which has nominated two alternative directors. The Board urges shareholders to use the WHITE proxy card and vote for all ten company nominees and for each proposal. In fiscal 2025, Jack in the Box advanced its “JACK on Track” turnaround plan, announced the divestiture of Del Taco, generated total revenue of $1.5 billion, and reported Adjusted EBITDA of $270.9 million, while system same-store sales declined 4.2% at Jack in the Box and 3.7% at Del Taco. The company returned about $5.0 million via buybacks and $16.6 million in dividends before discontinuing the dividend as part of its plan.
Jack in the Box senior executive equity transactions disclosed
Jack in the Box Inc.'s Senior Vice President and Chief Technology Officer, Richard D. Cook, reported several equity transactions dated 12/03/2025. He acquired 2,812 shares of common stock at a price of $0.00, reflecting vested shares issued for achieving pre-established performance goals for the 2023–2025 performance share period under the company's 2004 Stock Incentive Plan.
On the same date, he disposed of 868 shares at $19.0832, 378 shares at $19.0826, and 541 shares at $19.0817. These share sales were made to satisfy tax withholding obligations tied to the vesting and issuance of performance shares and restricted stock units under an automatic sell-to-cover policy in the grant agreements. After these transactions, he beneficially owned 27,193 shares of Jack in the Box common stock directly.
Jack in the Box Inc. officer reports stock sale. Senior Vice President and Chief Supply Chain Officer Carl Mount filed a Form 4 disclosing the sale of 1,393 shares of Jack in the Box common stock on 11/25/2025. The shares were sold at a price of $19 per share. After this transaction, he beneficially owns 19,300 shares of the company’s common stock in direct ownership. This filing is a routine insider ownership update rather than an operating or earnings announcement.
Jack in the Box Inc. (JACK) reported an insider share purchase by its Director and CEO, Lance F. Tucker. On 11/24/2025, he bought 5,000 shares of common stock in an open market transaction coded "P" at a price of $17.29 per share.
Following this transaction, Lance F. Tucker beneficially owns 84,555 shares of Jack in the Box common stock, held directly. The filing indicates this is a Form 4 filed by a single reporting person and shows no derivative securities activity in the reported period.
Jack in the Box Inc. (JACK) executive Ryan Lee Ostrom, EVP and Chief Customer & Digital Officer, reported an open-market purchase of company stock. On 11/24/2025, he bought 1,000 shares of Jack in the Box common stock at a price of $17.5517 per share. Following this transaction, he beneficially owns 50,489 shares of Jack in the Box common stock in direct ownership. This filing is a routine Form 4 disclosure of insider trading activity.
Jack in the Box Inc. (JACK) files its annual report outlining its restaurant business and a major strategic shift: a definitive agreement to sell Del Taco Holdings Inc. for $115 million in cash, subject to closing adjustments. The company operates and franchises Jack in the Box, with 2,136 restaurants across 22 states, and Del Taco, with 576 restaurants across 18 states, and is heavily franchised, with 93% of Jack in the Box and 77% of Del Taco locations franchised as of September 28, 2025. The report details a "Jack on Track" plan that includes restaurant closures, exploring strategic alternatives for Del Taco, discontinuing the dividend, and reallocating capital toward digital and technology while prioritizing debt paydown. It also describes franchise economics, new smaller-footprint store designs, supply-chain and technology systems, human capital programs for 5,046 employees, and extensive risk factors ranging from labor and commodity inflation to regulatory, food safety, and climate-related pressures.
Jack in the Box Inc. reported that it has released its fourth quarter fiscal 2025 financial results. The company announced that these results, along with other related information, were communicated through a press release.
The press release is incorporated into this report as Exhibit 99.1, giving investors and analysts a centralized source for the detailed numbers and commentary on the company’s recent performance and financial condition.
Jack in the Box Inc. (JACK) reported an initial statement of beneficial ownership on Form 3 for director Mark James King. As of the event date of 11/07/2025, the filing states that no securities of Jack in the Box Inc. are beneficially owned by the reporting person. The form is filed for one reporting person and confirms there are no non-derivative or derivative holdings listed in the ownership tables.
Jack in the Box Inc. director Alan Smolinisky reported his beneficial ownership in company stock through several family trusts and option positions as of 11/07/2025. Indirect holdings include 140,646 shares of common stock held by The Alan Smolinisky Trust and additional smaller positions held by various Smolinisky family trusts and immediate family members. He also indirectly holds a call option on 10,000 shares of common stock at an exercise price of $22.5 and multiple put options on an aggregate of 56,400 shares at exercise prices between $12.5 and $22.5, all expiring on 12/19/2025. The filing notes that these derivatives are exercisable at any time up to and including the expiration date and that many of the shares are held in trusts where an immediate family member is the beneficiary.
Jack in the Box Inc. entered a Nomination and Cooperation Agreement with GreenWood Investors, adding two directors and aligning on governance terms. Effective November 7, 2025, the Board expanded to 10 seats and appointed Alan Smolinisky and Mark King through the 2026 annual meeting, with the Board to nominate them for election in 2026.
The agreement creates an advisory Capital Allocation Committee composed of Mr. Smolinisky, Lance Tucker and Enrique Ramirez Mena to support review of strategic initiatives, asset portfolio (including real estate), special projects and capital structure. During the covered period, GreenWood agrees to voting commitments, customary standstill terms including a 12.5% beneficial ownership cap, and potential replacement rights for Mr. Smolinisky if GreenWood holds at least 5%. The Company will reimburse up to $175,000 of expenses. Director compensation will be prorated: a $65,000 annual Board retainer plus $5,000–$10,000 committee retainers, with eligibility for RSU awards that generally vest one year from grant. As of the date hereof, Mr. Smolinisky beneficially owns 169,349 shares and Mr. King owns none.