SCHEDULE: Biglari Withdraws Jack in the Box Board Nominee

Activist investor Sardar Biglari's group withdrew its board nominee for Jack in the Box Inc. but plans continued engagement and potential withhold campaign.

Summary

• Biglari Holdings Inc. and its affiliates (the "Reporting Persons") have withdrawn their nomination of Douglas Thompson for the Jack in the Box Inc. Board of Directors.
• The withdrawal is due to Mr. Thompson's recent appointment as Chief Operations Officer of CAVA.
• The Reporting Persons intend to continue discussions with Jack in the Box Inc. regarding the composition of its Board.
• Depending on the outcome of these discussions, the Reporting Persons may initiate a "withhold campaign" against one or more current directors at the upcoming Annual Meeting.
• A new Joint Filing Agreement was executed on January 14, 2026, replacing a previous Joint Filing and Solicitation Agreement, formalizing the joint filing of Schedule 13D statements.
• Sardar Biglari beneficially owns 1,884,269 shares, representing 9.98% of Jack in the Box Inc. common stock.

Sentiment

Score: 4

Explanation: The withdrawal of a nominee and the explicit mention of a potential 'withhold campaign' indicate ongoing tension and potential for future conflict between the activist investor and the company's board, which introduces uncertainty. While discussions are ongoing, the threat of a campaign suggests a lack of immediate resolution.

Positives

• Reporting Persons are committed to continued engagement with the Issuer regarding board composition, suggesting a path for constructive dialogue.
• The new Joint Filing Agreement clarifies the reporting structure for the activist group.

Negatives

• The withdrawal of a nominated candidate means the Reporting Persons' immediate goal of adding a specific director to the board will not be realized.
• The potential for a "withhold campaign" indicates ongoing disagreement and potential for a proxy contest, which can be disruptive.

Risks

• Potential for a "withhold campaign" against one or more directors at the Annual Meeting, which could lead to board instability or a contested election.
• Ongoing disagreements between the activist investor group and the Issuer's management/board regarding corporate governance and strategic direction.

Future Outlook

The Reporting Persons plan to continue discussions with Jack in the Box Inc. regarding board composition and may launch a withhold campaign if an agreement on an alternate qualified candidate is not reached.

Management Comments

• 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.

Industry Context

This filing reflects a common dynamic in the restaurant industry and broader public markets where activist investors, like Sardar Biglari, seek to influence corporate governance and strategic direction of companies in which they hold significant stakes. The withdrawal of a nominee due to a new executive role is also a common occurrence.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: May face uncertainty due to potential board disputes or a proxy contest, which could impact share price volatility.
• Management/Board: Will need to engage in discussions with the activist investor group and potentially prepare for a withhold campaign.

Next Steps

• Reporting Persons will continue discussions with Jack in the Box Inc. regarding board composition.
• Reporting Persons may propose an alternate, qualified candidate for the board.
• Reporting Persons may engage in a withhold campaign against one or more directors at the Annual Meeting, depending on the outcome of discussions.

Key Dates

Recommendation

The filing indicates ongoing activist engagement and potential for a board contest, creating uncertainty. While the withdrawal of a specific nominee is noted, the intent to continue discussions and potentially launch a withhold campaign suggests unresolved issues. Investors should hold and monitor developments regarding board composition and any future proxy activities before making significant investment decisions.

Keywords

Jack in the Box, Biglari Holdings, Sardar Biglari, Activist Investor, Schedule 13D, Board Nomination, Corporate Governance, Proxy Contest, Shareholder Activism, Restaurant Industry