SCHEDULE: BJ's Restaurants, Act III Amend Cooperation, Extend Term

BJ's Restaurants, Inc. and Act III Parties have amended their cooperation agreement, extending its term and revising standstill provisions regarding share acquisitions.

Summary

• The Cooperation Agreement between BJ's Restaurants, Inc. (the Company) and the Act III Parties (Act III Holdings, Act III Management, BJ's Act III, and SC 2018 Trust LLC) was amended on November 14, 2025.
• The Expiration Date of the Cooperation Agreement has been extended from May 4, 2027, to June 30, 2027.
• Standstill provisions were revised, restricting the Act III Parties and their Affiliates from beneficially owning, in aggregate, more than 2,091,011 shares of Common Stock (inclusive of shares issuable upon warrant exercise) or having economic exposure equal to more than 2,092,340 shares.
• This restriction does not apply to shares acquired via warrant exercise, stock dividends, pro-rata offerings, or Extraordinary Transactions approved by the Board.
• BJ's Act III currently holds 375,000 shares of the Company's Common Stock and a warrant to acquire up to 876,949 additional shares.
• Ronald M. Shaich, through various entities and a trust, beneficially owns 1,402,229 shares, representing 6.4% of the class.
• The total outstanding shares used for calculation are 22,011,730, comprising 21,134,781 shares outstanding as of November 3, 2025, plus 876,949 shares issuable upon warrant exercise.

Sentiment

Score: 6

Explanation: The amendment reflects a continuation of an existing agreement with a significant shareholder group, providing clarity on governance and shareholding limits. It's a neutral to slightly positive development as it suggests stability in the relationship, avoiding potential conflict, but doesn't introduce new growth drivers or financial performance improvements.

Positives

• The extension of the cooperation agreement suggests continued alignment and a structured relationship between the company and a significant activist investor group.
• The revised standstill agreement provides clear boundaries on the maximum ownership threshold for Act III Parties, potentially reducing uncertainty regarding future share accumulation.

Future Outlook

The extension of the cooperation agreement to June 30, 2027, indicates a continued framework for engagement between BJ's Restaurants and the Act III Parties. This suggests a stable governance environment regarding this significant activist investor group for the foreseeable future, providing clarity on their involvement and shareholding limits.

Management Comments

• Lyle Tick, CEO and President of BJ's Restaurants, Inc., signed the Amendment to Cooperation Agreement.
• Ronald M. Shaich, Chief Executive Officer of Act III Holdings, Act III Management, BJ's Act III, and Investment Manager of SC 2018 Trust LLC, signed on behalf of the Act III Parties.

Industry Context

This filing reflects the ongoing practice of public companies engaging with significant shareholders, particularly activist investors, to establish clear terms of engagement and shareholding boundaries. Such cooperation agreements, including standstill provisions, are common tools to manage corporate governance, provide stability, and avoid potential proxy contests or hostile actions, allowing companies to focus on strategic execution.

Comparison to Industry Standards

• Cooperation agreements with standstill provisions are standard practice in managing relationships between public companies and activist investors, aiming to define the scope of investor influence and board control.
• The specified ownership limits and the duration of the standstill period are typical for such agreements, balancing shareholder rights with corporate stability.
• The extension of this agreement suggests a mutually agreeable path forward, which is generally viewed more favorably than prolonged public disputes or escalating tensions often seen in other activist campaigns.

Corporate Governance

Related Party Transactions

• The Amendment to Cooperation Agreement is between BJ's Restaurants, Inc. and the Act III Parties, which include entities controlled by Ronald M. Shaich, a significant shareholder and beneficial owner of 6.4% of the company's common stock. This constitutes a related party transaction in the context of corporate governance and shareholder relations.

Stakeholder Impact

• Shareholders: Provides clarity on the relationship with a significant activist investor, potentially reducing uncertainty and signaling a stable governance environment. The standstill limits further accumulation by Act III, which could be viewed differently by various shareholders.
• Management/Board: Establishes clear terms of engagement and limits on activist investor actions, allowing management to focus on strategic execution within a defined framework.

Next Steps

• The Cooperation Agreement, as amended, will remain in full force and effect until June 30, 2027.

Key Dates

Recommendation

This filing is primarily a procedural update to an existing cooperation agreement, extending its term and clarifying standstill provisions. It does not contain new financial performance data, strategic initiatives, or material events that would fundamentally alter the investment thesis for BJ's Restaurants. While it signals continued stability in corporate governance regarding a significant shareholder, it doesn't provide a catalyst for significant upside or downside, thus a 'hold' recommendation is appropriate for investors awaiting more substantive operational or financial news.

Keywords

BJ's Restaurants, Act III, Cooperation Agreement, Standstill Agreement, SEC Filing, Schedule 13D, Corporate Governance, Shareholder Activism, Common Stock, Warrants