SCHEDULE: GreenWood Investors Takes 6.1% Stake in Jack in the Box, Secures Board Seats

GreenWood Investors LLC and Steven Wood have acquired a 6.1% beneficial ownership in Jack in the Box Inc. and entered a cooperation agreement to appoint two new directors to the Board.

Summary

• GreenWood Investors LLC and Steven Wood (Reporting Persons) beneficially own 1,148,016 shares of Jack in the Box Inc. common stock.
• This represents 6.1% of the outstanding shares, based on 18,882,516 shares as of July 30, 2025.
• The Reporting Persons invested approximately $21,496,593 to acquire these shares.
• A Cooperation Agreement was signed on November 3, 2025, between the Issuer and GreenWood.
• Under the agreement, Jack in the Box will appoint Alan Smolinisky and Mark King to its Board of Directors and nominate them for election at the 2026 Annual Meeting.
• The Board size will not exceed 10 directors without GreenWood's consent during the Covered Period.
• GreenWood Group has agreed to vote its shares in favor of Board-recommended directors and against removal proposals, subject to exceptions.
• Standstill provisions prevent GreenWood from acquiring more than 12.5% beneficial ownership during the Covered Period.
• GreenWood's rights and Issuer's obligations under the agreement are contingent on GreenWood maintaining at least 5% beneficial ownership through the 2026 Annual Meeting.

Sentiment

Score: 7

Explanation: The filing indicates a significant activist stake and a cooperation agreement leading to board representation, which is generally positive for shareholder value as it suggests a push for strategic improvements. However, the declining purchase prices by the investor could reflect recent stock underperformance.

Positives

• Activist investor GreenWood Investors LLC has taken a significant 6.1% stake, signaling belief in the company's value.
• The company has entered into a cooperation agreement with GreenWood, avoiding a potential proxy fight and fostering collaboration.
• Two new directors, Alan Smolinisky and Mark King, will be appointed to the Board, potentially bringing fresh perspectives and expertise.
• GreenWood believes the Common Stock represented an 'attractive investment opportunity' when purchased.

Negatives

• The share purchases by GreenWood occurred at declining prices, from $18.77 on 09/29/2025 down to $14.41 on 11/18/2025, indicating recent stock underperformance.
• Some GreenWood Accounts used margin borrowings to acquire shares, which introduces financial leverage risk.
• The standstill agreement limits GreenWood's ability to increase its stake beyond 12.5%, potentially capping future activist pressure.

Risks

• GreenWood Accounts used margin borrowings, meaning positions are pledged as collateral and bear interest, increasing financial risk.
• Certain rights and obligations under the Cooperation Agreement will terminate if the GreenWood Group fails to maintain at least 5% beneficial ownership of Common Stock through the 2026 Annual Meeting.
• The Reporting Persons may dispose of some or all of their securities in the future, which could impact the stock price.

Future Outlook

The Reporting Persons intend to review their investment on an ongoing basis and may engage in discussions with management and the Board regarding the Issuer's business, capital structure, corporate governance, and strategic direction. They may also acquire or dispose of additional securities or propose changes to increase shareholder value, subject to the terms of the Cooperation Agreement and Confidentiality Agreement.

Management Comments

• The Reporting Persons acquired the Common Stock because they believed that the Common Stock, when purchased, represented an attractive investment opportunity.

Industry Context

This filing indicates an activist investor taking a significant stake in a publicly traded restaurant company. Such actions often occur when investors believe a company is undervalued or mismanaged, and they seek to influence strategic direction, operational efficiency, or capital allocation to unlock shareholder value. The appointment of new directors, especially with specific expertise, can signal a push for change in a competitive industry.

Comparison to Industry Standards

• The acquisition of a 6.1% stake by an activist investor like GreenWood Investors is a common strategy in the restaurant industry when a company's performance or valuation lags peers. For example, similar activist campaigns have targeted companies like Darden Restaurants (Olive Garden, LongHorn Steakhouse) and McDonald's in the past, often leading to board changes and strategic reviews.
• The cooperation agreement, including board appointments and standstill provisions, is a standard outcome for such engagements, aiming to provide the activist a voice while limiting disruptive actions. This is comparable to agreements seen with Starboard Value at Darden or Trian Partners at Wendy's.
• The investment of over $21 million for a 6.1% stake suggests a mid-cap company, where such activist engagements can have a more pronounced impact compared to larger, more diversified industry giants.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through activist engagement and strategic improvements. Board changes could lead to better governance and operational focus.
• Management: Increased oversight and potential pressure from new board members and an activist investor to improve performance.
• Board of Directors: Addition of two new directors, potentially shifting dynamics and strategic priorities.

Next Steps

• Jack in the Box Inc. to appoint Alan Smolinisky and Mark King to the Board of Directors.
• Jack in the Box Inc. to nominate Alan Smolinisky and Mark King for election to the Board at the 2026 Annual Meeting of Stockholders.
• GreenWood Group and Issuer to enter into a Confidentiality Agreement.
• Reporting Persons expect to continue discussions with management and the Board regarding the Issuer's business, governance, and strategic direction.
• Reporting Persons may acquire or dispose of additional securities or propose changes to the Issuer's operations, governance, or capitalization.

Key Dates

Recommendation

GreenWood Investors' 6.1% stake and the subsequent cooperation agreement, leading to two board appointments, signal a potential catalyst for value creation at Jack in the Box. Activist involvement often drives strategic reviews and operational improvements. However, the investor's recent purchases were made at declining prices, suggesting recent underperformance. While the board changes are a positive step towards enhanced governance and strategic focus, the immediate impact and success of the new directors' initiatives are yet to be seen. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor the execution of the new strategy and the company's performance under the revised board composition before making further investment decisions.

Keywords

Jack in the Box, GreenWood Investors, Schedule 13D, Activist Investor, Board Appointment, Corporate Governance, Restaurant Industry, Shareholder Value, Common Stock, Investment Management