John B. Sanfilippo & Son authorizes up to $20M buyback
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
John B. Sanfilippo & Son, Inc. (JBSS) authorized a discretionary repurchase program of up to $20.0 million of its Common Stock; Class A Common Stock is excluded. Repurchases are subject to certain limitations and conditions and may use open-market or privately negotiated transactions and other approved methods. The program does not obligate the company to buy shares and is authorized for two years, unless the Board modifies, suspends or ends it earlier.
The Board also declared a $2.00 per-share special cash dividend on all issued and outstanding Common Stock and Class A Common Stock. The company said the dividend will return approximately $24.0 million to stockholders. Payment is scheduled for December 18, 2026, to holders of record at the close of business on December 4, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Special dividend: $2.00 per share, approximately $24.0 million total. 3.6% of market cap
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
Rule 10b-18 regulatory
Rule 10b5-1 regulatory
trading blackout periods financial
stockholders of record financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much stock can JBSS repurchase?
When will JBSS pay its special dividend?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 8.01 Other Events.
Stock Repurchase Program
On November 12, 2026, John B. Sanfilippo & Son, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) authorized a new stock repurchase program (the “Repurchase Program”) which authorizes the Company to repurchase up to $20.0 million of its Common Stock, subject to certain limitations and conditions. The Repurchase Program does not authorize the repurchase of shares of Class A Common Stock.
Under the Repurchase Program, the Company may repurchase shares of its Common Stock from time to time in open market transactions in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions.
The Repurchase Program does not obligate the Company to repurchase any shares of its Common Stock and there is no assurance that the Company will do so. The extent to which the Company repurchases its shares of Common Stock, and the timing of such repurchases, will depend upon a variety of factors, including general market and economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The authorization for the Repurchase Program will remain in effect for two years unless the Board, in its discretion, modifies, suspends, or terminates repurchases at any time prior to the Repurchase Program’s expiration, without any prior notice.
Dividend Declaration
On November 12, 2026, the Company also announced that its Board declared a special cash dividend (the “Special Dividend”) of $2.00 per share on all issued and outstanding shares of Common Stock and Class A Common Stock of the Company. The Special Dividend will be paid on December 18, 2026 to stockholders of record as of the close of business on December 4, 2026.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits furnished herewith are listed in the Exhibit Index of this Current Report on Form 8-K.
EXHIBIT INDEX
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99.1 |
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Press Release dated November 12, 2026 |
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SIGNATURE
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 hereunto duly authorized.
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JOHN B. SANFILIPPO & SON, INC. |
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November 12, 2026 |
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/s/ Frank S. Pellegrino |
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Frank S. Pellegrino |
Exhibit 99.1
John B. Sanfilippo & Son, Inc. Announces Share Repurchase Program and Special Dividend
Elgin, IL, November 12, 2026 -- John B. Sanfilippo & Son, Inc. (NASDAQ: JBSS) (the “Company”) today announced that its Board of Directors (the “Board”) has authorized a share repurchase program of up to $20 million of the Company’s Common Stock (the “Repurchase Program”) and has declared a special cash dividend (the “Special Dividend”) of $2.00 per share on all issued and outstanding shares of Common Stock and Class A Common Stock.
“Our strong balance sheet and consistent cash generation provide us with the flexibility to both invest in the future of the business and return capital to stockholders,” said Jasper Sanfilippo, Jr., Chief Executive Officer. “We remain confident in our long-term growth strategy and the opportunities we see across our portfolio. The Repurchase Program and Special Dividend reflect our commitment to balanced and disciplined capital allocation, while reinforcing our goal of creating long-term stockholder value through the responsible use of cash. We believe our stock represents an attractive long-term investment, and we believe the Repurchase Program provides an effective means of returning capital to our stockholders while preserving our ability to pursue growth opportunities.”
The Repurchase Program permits the Company to repurchase up to $20.0 million of its Common Stock from time to time through open-market purchases, through privately negotiated transactions, or other approved methods in accordance with applicable federal securities laws. The Repurchase Program does not obligate the Company to purchase any shares of its Common Stock and will remain in effect for two years unless modified, suspended, or terminated by the Company’s Board of Directors. The timing and actual number of shares repurchased will depend on a variety of factors, including market conditions and other considerations. The Repurchase Program does not authorize the repurchase of shares of Class A Common Stock.
In addition to authorizing the Repurchase Program, the Board also declared a Special Dividend of $2.00 per share on all issued and outstanding shares of Common Stock and Class A Common Stock. The Special Dividend will return approximately $24.0 million to stockholders. The Special Dividend will be paid on December 18, 2026, to stockholders of record as of the close of business on December 4, 2026.
Frank Pellegrino, President and Chief Financial Officer, added, “today’s announcement demonstrates the strength of our financial position and our commitment to disciplined capital allocation. We are pleased to return significant capital to our stockholders while preserving the flexibility to invest in the business and pursue future growth opportunities. Our capital allocation priorities remain unchanged: investing in the business to support long-term growth, maintaining a
strong balance sheet, pursuing strategic opportunities, and returning capital to stockholders. This balanced approach enables us to create value for stockholders today while positioning the Company for continued long-term success.”
Upcoming Event
The Company will be presenting at the Southwest IDEAS conference in Dallas, Texas on November 18, 2026. Qualified investors that would like to schedule a meeting with management should contact Three Part Advisors at 817-310-8776.
Forward Looking Statements
Some of the statements in this release are forward-looking. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) sales activity for the Company’s products, such as a decline in sales to one or more key customers, or to customers or in the nut and bars categories generally, in some or all channels, a change in product mix to lower price products, a decline in sales of private brand products or changing consumer preferences, including a shift from higher margin products to lower margin products; (ii) changes in the availability and costs of raw materials and ingredients due to global conflict, tariffs and other import restrictions and the impact of fixed price commitments with customers; (iii) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (iv) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively; (v) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (vi) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s products; (vii) the ability of the Company to control costs (including inflationary costs) and manage shortages or other disruptions in areas such as inputs, transportation and labor; (viii) uncertainty in economic conditions, including the potential for inflation or economic downturn leading to decreased consumer demand; (ix) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company’s control; (x) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xi) losses due to significant disruptions at any of our production or processing facilities, our inability to meet or fulfill customer orders on a timely basis, if at all, or employee unavailability due to labor shortages; (xii) the ability to implement our Long-Range Plan, including growing our branded and private brand product sales, diversifying our product offerings (including by the launch of new products) and expanding into alternative sales channels; (xiii) technology disruptions or failures or the occurrence of cybersecurity incidents or breaches; (xiv) the inability to protect the Company’s brand value, intellectual property or avoid intellectual property disputes; and (xv) our ability to manage the impacts of changing weather patterns on raw material availability due to climate change.
Contacts:
Company: |
Investor Relations: |
Frank S. Pellegrino |
John Beisler or Steven Hooser |
President and Chief Financial Officer |
Three Part Advisors, LLC |
847-214-4138 |
817-310-8776 |