SCHEDULE: Biglari Group Nominates Two for Jack in the Box Board

Biglari Holdings and affiliates, holding 9.98% of Jack in the Box, have nominated Sardar Biglari and Douglas Thompson for election to the company's Board of Directors at the 2026 annual meeting.

Summary

• Biglari Holdings Inc. and its affiliates, including Sardar Biglari, have formed a group to seek representation on the Board of Directors of Jack in the Box Inc.
• The group collectively beneficially owns 1,884,269 shares of Jack in the Box common stock, representing 9.98% of the class.
• On October 31, 2025, the Reporting Persons nominated Sardar Biglari and Douglas Thompson for election to the Board at the 2026 annual meeting of shareholders.
• A Joint Filing and Solicitation Agreement was entered into on October 31, 2025, outlining the group's intent to jointly file Schedule 13D amendments, solicit proxies for their nominees, and for Biglari to cover pre-approved expenses.
• Douglas Thompson granted Sardar Biglari a Power of Attorney to execute SEC filings and other documents related to the proxy solicitation.
• An Indemnification Agreement was signed, where Lion Fund and its affiliates agreed to indemnify Mr. Thompson against claims arising from the proxy solicitation, excluding claims made against him as a director if elected.

Sentiment

Score: 6

Explanation: The filing indicates an activist investor's intent to influence corporate governance through board nominations, which can be seen as a positive catalyst for change by some investors, but also introduces uncertainty and potential conflict for the company. The sentiment is neutral to slightly positive for the activist's potential impact.

Positives

• The activist investor group, led by Sardar Biglari, has a significant stake of 9.98% in Jack in the Box, indicating strong conviction.
• The nomination of two directors, including Sardar Biglari, could introduce new perspectives and potentially drive strategic changes aimed at enhancing shareholder value.
• The formation of a formal group and associated agreements demonstrate a coordinated effort to influence corporate governance.

Negatives

• The initiation of a proxy contest suggests dissatisfaction with the current management or strategic direction of Jack in the Box.
• Proxy contests can be costly and distracting for the company, potentially diverting resources from core business operations.
• The requirement for Douglas Thompson to seek Biglari's prior written consent for any transactions in company securities indicates a tight control structure within the activist group.

Risks

• The proxy solicitation could lead to a contentious and prolonged battle for board seats, potentially creating uncertainty for investors.
• If the nominees are elected, there is a risk of significant changes in company strategy or management, which may or may not be beneficial.
• The indemnification of Douglas Thompson by Lion Fund for claims arising from the solicitation, while common, highlights the potential for legal challenges associated with such activist campaigns.

Future Outlook

The Reporting Persons intend to solicit proxies for the election of Sardar Biglari and Douglas Thompson to the Board of Directors at the 2026 annual meeting of shareholders, aiming to influence the company's corporate governance and strategic direction.

Industry Context

NA

Management Changes

Corporate Governance

Related Party Transactions

• The Joint Filing and Solicitation Agreement between various Biglari entities, Steak 'n Shake Inc., and Douglas Thompson.
• The Power of Attorney granted by Douglas Thompson to Sardar Biglari.
• The Indemnification Agreement between The Lion Fund, L.P. (an affiliate of Biglari) and Douglas Thompson.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the activist's nominees bring about positive changes; potential for disruption and uncertainty during a proxy contest.
• Current Management/Board: Faces a challenge to their positions and strategic direction from the activist group.
• Employees, Customers, Suppliers: Indirect impact from potential strategic shifts or management changes resulting from the activist campaign.

Next Steps

• Proxy solicitation for the election of Sardar Biglari and Douglas Thompson to the Board of Directors.
• The 2026 annual meeting of shareholders of Jack in the Box Inc.

Key Dates

Recommendation

The filing indicates an activist investor is initiating a proxy contest, which often signals dissatisfaction with current management and a push for change. While such activism can be a catalyst for value creation, the outcome is uncertain, and the process can be disruptive. Investors should hold to observe the developments of the proxy contest and the company's response before making further investment decisions.

Keywords

Jack in the Box, Biglari Holdings, Sardar Biglari, Douglas Thompson, Schedule 13D, activist investor, proxy contest, board nomination, corporate governance, shareholder activism, restaurant industry