SCHEDULE: Biglari Withdraws Jack in the Box Board Nomination

Biglari Holdings and its affiliates have withdrawn the nomination of Sardar Biglari for election to the Jack in the Box Inc. Board of Directors.

Summary

• Reporting persons, including Biglari Holdings Inc. and Sardar Biglari, filed an Amendment No. 2 to their Schedule 13D.
• The amendment states that on December 23, 2025, the Reporting Persons withdrew their nomination of Sardar Biglari as a nominee for election to the Board of Directors of JACK IN THE BOX INC. at the Annual Meeting.
• Sardar Biglari beneficially owns 1,884,269 shares of Jack in the Box common stock, representing 9.98% of the class.
• Various entities under Biglari's control hold shares, including Lion Fund, L.P. (2.9%), Lion Fund II, L.P. (6.0%), Biglari Holdings Inc. (1.1%), and Biglari Capital Corp. (8.9%).

Sentiment

Score: 5

Explanation: Neutral. The withdrawal of a board nomination can be interpreted in multiple ways, from a strategic retreat by the activist to a potential behind-the-scenes agreement, or simply a decision to avoid a proxy fight. Without further context, it's neither overtly positive nor negative for the company's immediate operational or financial outlook.

Positives

• The withdrawal could signal a de-escalation of a potential proxy contest, reducing uncertainty for the company's governance in the short term.

Negatives

• The withdrawal might indicate a lack of progress in discussions between the activist investor and the company, or a strategic retreat without achieving desired changes.

Future Outlook

The withdrawal of the nomination suggests a change in the immediate future of the activist campaign, potentially leading to a period of reduced public contention regarding board composition.

Management Comments

• On December 23, 2025, the Reporting Persons withdrew their nomination of Sardar Biglari as a nominee at the Annual Meeting.
• Effective December 23, 2025, the Reporting Persons withdrew their nomination of Mr. Biglari as a nominee for election to the Board at the Annual Meeting.

Industry Context

This event is specific to Jack in the Box and Biglari Holdings, an activist investor known for its involvement in the restaurant and insurance sectors. It reflects ongoing dynamics between activist shareholders and public companies, a common theme across various industries, particularly in mature sectors like quick-service restaurants where operational efficiency and capital allocation are key.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Reduced uncertainty regarding a potential proxy fight, but also removes a potential activist voice from the board.
• Management: May experience less pressure from an activist board member, at least in the short term.

Next Steps

• The filing does not explicitly state next steps, but the withdrawal implies that a proxy contest for Sardar Biglari's board seat will not occur at the upcoming Annual Meeting.

Key Dates

Recommendation

The withdrawal of a board nomination by a significant activist investor like Biglari Holdings is a notable event. While it removes the immediate prospect of a proxy fight, it doesn't necessarily signal a clear positive or negative for the company's long-term value. Investors should hold to observe the subsequent actions of both the company and the activist, and to understand the underlying reasons for the withdrawal, which are not fully disclosed in this filing. It could indicate a strategic shift, a lack of support, or a private agreement, all of which have different implications.

Keywords

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