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

Biglari Holdings and affiliates, holding nearly 10% of Jack in the Box shares, have nominated Sardar Biglari and Douglas Thompson for election to the company's 2026 annual meeting board.

Summary

• Biglari Holdings Inc. and its affiliates (the "Biglari Group") have filed an amendment to their Schedule 13D, disclosing their intent to nominate two individuals for election to the Board of Directors of Jack in the Box Inc. at the 2026 annual meeting of shareholders.
• The nominated individuals are Sardar Biglari, Chairman and CEO of Biglari Holdings Inc., and Douglas Thompson.
• The Biglari Group, along with Douglas Thompson and Steak 'n Shake Inc., have formally established a "Group" with the stated purpose of seeking board representation and soliciting proxies.
• Sardar Biglari beneficially owns 1,884,269 shares of Jack in the Box Common Stock, which represents 9.98% of the class.
• The Group has executed a Joint Filing and Solicitation Agreement, a Power of Attorney, and an Indemnification Agreement in connection with these actions.

Sentiment

Score: 6

Explanation: The filing indicates an activist investor's intent to seek board representation, which can be viewed positively by shareholders seeking change and potentially improved performance, but also introduces uncertainty and potential for conflict.

Positives

• The formation of an activist group and nomination of directors could signal a push for enhanced shareholder value and improved corporate governance.
• The indemnification agreement for the independent nominee (Douglas Thompson) reduces his personal risk in participating in the proxy contest.

Negatives

• The nomination of directors by an activist investor often indicates dissatisfaction with current management or board performance, potentially leading to a contested election.
• A proxy contest can be costly and distracting for the company and its management, potentially diverting resources from core operations.

Risks

• Potential for a contentious proxy battle at the 2026 annual meeting, which could divert management resources and create uncertainty regarding the company's future strategic direction.
• The indemnification agreement for Douglas Thompson covers claims arising from the solicitation but explicitly excludes claims made against him in his capacity as a director, if elected, leaving him exposed to director-related liabilities.

Future Outlook

The Biglari Group intends to solicit proxies for the election of Sardar Biglari and Douglas Thompson to the Jack in the Box Board of Directors at the 2026 annual meeting of shareholders, indicating a future push for board representation and potential strategic changes.

Industry Context

Activist investor campaigns, particularly in the restaurant and quick-service restaurant (QSR) sector, are not uncommon. Investors often target companies they believe are underperforming or have opportunities for operational improvements, strategic shifts, or capital allocation changes. This action by Biglari Holdings, a known activist, aligns with a broader trend of investors seeking to influence corporate strategy and governance.

Management Changes

Corporate Governance

Related Party Transactions

• The Joint Filing and Solicitation Agreement involves various Biglari entities and Douglas Thompson, with Biglari entities agreeing to bear all approved expenses related to the Group's activities.
• The Power of Attorney grants Sardar Biglari authority over Douglas Thompson's SEC filings and other documents related to the proxy solicitation.
• The Indemnification Agreement is between The Lion Fund, L.P. (an affiliate of Biglari Holdings) and Douglas Thompson, providing indemnification against certain claims arising from the solicitation.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the activist campaign is successful in driving strategic improvements; potential for uncertainty and volatility during a proxy contest.
• Management/Board: Faces a potential challenge to their positions and strategic direction from the activist group, requiring resources to address the proxy contest.
• Employees, Customers, Suppliers, Creditors: Indirect impact depending on any strategic changes or operational shifts that may result from a change in board composition or company strategy.

Next Steps

• The Biglari Group will solicit proxies for the election of Sardar Biglari and Douglas Thompson to the Jack in the Box Board at the 2026 annual meeting.
• The Group will take all other actions necessary to achieve board representation.

Key Dates

Recommendation

This filing signals an activist campaign by a significant shareholder, which often introduces uncertainty but also the potential for value creation. While the nomination of directors suggests a desire for change, the outcome of a proxy contest is uncertain. Investors should hold and monitor developments, including the company's response and the specifics of the activist's platform, 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