Biglari Holdings (NYSE: BH) amends Jack in the Box stake and board plans

Rhea-AI Filing Summary

Biglari Holdings and related entities filed an amended Schedule 13D updating their ownership and plans for Jack in the Box Inc.’s common stock. Sardar Biglari reports beneficial ownership of 1,884,269 shares, representing 9.98% of the company. Other affiliated entities, including Biglari Capital Corp. and the Lion Fund partnerships, each report their own share counts and percentages, with Biglari Capital Corp. listing 1,683,652 shares, or 8.9%.

The group has withdrawn its nomination of Douglas Thompson for the Jack in the Box board because he became Chief Operations Officer of CAVA. They state they still intend to discuss board composition with the company and may propose an alternate candidate, and they may pursue a withhold campaign against one or more incumbent directors at the upcoming annual meeting. The reporting persons also terminated a prior Joint Filing and Solicitation Agreement and entered into a new Joint Filing Agreement dated January 14, 2026.

Insights

Activist & governance analyst

Biglari keeps a near-10% stake in Jack in the Box and signals continued board-focused activism.

The filing shows Sardar Biglari and affiliated entities maintaining a significant position in Jack in the Box Inc., with Sardar Biglari reporting beneficial ownership of 1,884,269 shares, or 9.98% of the common stock. Individual entities such as Biglari Capital Corp. and the Lion Fund partnerships disclose their own holdings, with Biglari Capital Corp. at 1,683,652 shares, or 8.9%. This confirms an ongoing, sizable shareholder presence rather than an exit.

On governance, the group withdrew its nomination of Douglas Thompson due to his appointment as Chief Operations Officer of CAVA, but explicitly states an intention to keep engaging on board composition. They indicate they may propose an alternate candidate and could run a withhold campaign against one or more current directors at the annual meeting. The move from a prior Joint Filing and Solicitation Agreement to a new Joint Filing Agreement dated January 14, 2026 formalizes how the entities coordinate their reporting, while the future impact depends on how discussions with the board and any potential withhold effort develop.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

JACK IN THE BOX INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

466367109

(CUSIP Number)

Sardar Biglari
Biglari Holdings Inc., 19100 Ridgewood Pkwy, Suite 1200
San Antonio, TX, 78259
210-344-3400

Michael Neidell, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

Biglari Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 200,617.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 200,617.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

200,617.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

LION FUND, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 542,700.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 542,700.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

542,700.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

LION FUND II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,140,952.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,140,952.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,140,952.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

Southern Pioneer Property & Casualty Insurance Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARKANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 106,317.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 106,317.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

106,317.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

IC

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

First Guard Insurance Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,900.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,900.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

IC

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

Biglari Reinsurance Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 148,217.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 148,217.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

148,217.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

Biglari Insurance Group Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 148,217.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 148,217.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

148,217.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

Western Sizzlin Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 52,400.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 52,400.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

52,400.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

BIGLARI CAPITAL CORP.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,683,652.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,683,652.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,683,652.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 466367109

1

Name of reporting person

BIGLARI, SARDAR

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,884,269.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,884,269.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,884,269.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.98 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: JACK IN THE BOX INC
(c)	Address of Issuer's Principal Executive Offices: 9357 SPECTRUM CENTER BLVD, SAN DIEGO, CALIFORNIA , 92123-1516.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The Reporting Persons have withdrawn their nomination of Douglas Thompson as a nominee at the Annual Meeting due to his appointment as Chief Operations Officer of CAVA. The Reporting Persons intend to continue to engage in discussions with the Issuer regarding the composition of the Board, including with respect to an alternate, qualified candidate proposed by the Reporting Persons, and, depending on the outcome thereof, may determine to engage in a withhold campaign against one or more directors of the Issuer at the Annual Meeting.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The disclosure in Item 4 is hereby incorporated by reference herein. On January 14, 2026, the Reporting Persons terminated the Joint Filing and Solicitation Agreement and entered into a new Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Joint Filing Agreement by and among the Reporting Persons, dated January 14, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Biglari Holdings Inc.

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Chairman and Chief Executive Officer
Date:	01/14/2026

LION FUND, L.P.

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner
Date:	01/14/2026

LION FUND II, L.P.

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner
Date:	01/14/2026

Southern Pioneer Property & Casualty Insurance Company

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Authorized Signatory
Date:	01/14/2026

First Guard Insurance Company

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Authorized Signatory
Date:	01/14/2026

Biglari Reinsurance Ltd.

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Chairman and Chief Executive Officer
Date:	01/14/2026

Biglari Insurance Group Inc.

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Chairman of the Board
Date:	01/14/2026

Western Sizzlin Corporation

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, President
Date:	01/14/2026

BIGLARI CAPITAL CORP.

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari, Chairman and Chief Executive Officer
Date:	01/14/2026

BIGLARI, SARDAR

Signature:	/s/ Sardar Biglari
Name/Title:	Sardar Biglari
Date:	01/14/2026

FAQ

What stake do Biglari Holdings and Sardar Biglari report in Jack in the Box Inc.?

The filing reports that Sardar Biglari beneficially owns 1,884,269 shares of Jack in the Box Inc. common stock, representing 9.98% of the outstanding class.

How many Jack in the Box shares does Biglari Capital Corp. report owning?

Biglari Capital Corp. reports beneficial ownership of 1,683,652 shares of Jack in the Box Inc. common stock, which is stated as 8.9% of the class.

Why did the Biglari group withdraw Douglas Thompson as a board nominee at Jack in the Box?

The reporting persons withdrew Douglas Thompson as a nominee for the Jack in the Box board because he was appointed Chief Operations Officer of CAVA, as described in the amended Item 4.

Does Biglari still plan to seek board changes at Jack in the Box Inc.?

Yes. The filing states the reporting persons intend to continue discussions with Jack in the Box about board composition and may propose an alternate qualified candidate, and they may decide to conduct a withhold campaign against one or more directors at the annual meeting.

What agreement did the Biglari group change in this Schedule 13D/A amendment?

On January 14, 2026, the reporting persons terminated their prior Joint Filing and Solicitation Agreement and entered into a new Joint Filing Agreement, under which they agree to joint filings with respect to Jack in the Box securities when required.

Which other entities associated with Biglari report holdings of Jack in the Box shares?

Entities including Biglari Holdings Inc., Lion Fund, L.P., Lion Fund II, L.P., Southern Pioneer Property & Casualty Insurance Company, First Guard Insurance Company, Biglari Reinsurance Ltd., Biglari Insurance Group Inc., and Western Sizzlin Corporation each report their own Jack in the Box share counts and ownership percentages.