Form 4: Jack in the Box CTO Reports Routine Stock Transactions

Richard D. Cook, SVP and Chief Technology Officer of Jack in the Box Inc., reported the acquisition of shares from performance vesting and subsequent sale of shares for tax obligations.

Summary

• Richard D. Cook, SVP, Chief Technology Officer of Jack in the Box Inc. (JACK), reported transactions on December 3, 2025.
• Acquired 2,812 shares of common stock at $0.00, representing shares vested due to achievement of pre-established performance goals for the 2023-2025 fiscal year period.
• Disposed of 868 shares of common stock at $19.0832 to satisfy tax withholding obligations upon the vesting of Performance Shares.
• Disposed of 378 shares of common stock at $19.0826 and 541 shares of common stock at $19.0817 to satisfy tax withholding obligations upon the vesting of restricted stock units.
• All dispositions were part of the company's automatic sell-to-cover policy, as stated in the grant agreements.
• Following these transactions, Mr. Cook's direct beneficial ownership of common stock is 27,193 shares.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing indicates successful achievement of performance goals by a key executive, leading to equity vesting. While some shares were sold for tax purposes, this is a standard and expected practice, and the net effect is an increase in beneficial ownership from the vesting event, reflecting positive performance.

Positives

• Richard D. Cook, SVP, Chief Technology Officer, achieved pre-established performance goals for the 2023-2025 fiscal year period, resulting in the vesting and issuance of 2,812 shares of common stock.

Negatives

• A total of 1,787 shares (868 + 378 + 541) were sold to cover tax withholding obligations, reducing the net shares retained from the vesting events.

Future Outlook

NA

Industry Context

This is a routine insider transaction related to executive compensation, common across all industries for publicly traded companies. It reflects the standard practice of equity-based incentives and subsequent tax-related share dispositions.

Comparison to Industry Standards

• The use of performance shares and restricted stock units as part of executive compensation is a standard practice in the restaurant and broader corporate sectors, aligning executive incentives with company performance.
• The 'sell-to-cover' mechanism for tax withholding is also a common and widely accepted method for executives to manage tax liabilities arising from equity vesting, consistent with practices at comparable companies like McDonald's, Yum! Brands, or Chipotle.

Stakeholder Impact

• Shareholders: The vesting of performance shares indicates that company performance metrics were met, which is generally positive. The subsequent sale of shares for tax purposes is a routine event and does not necessarily reflect a change in management's confidence.
• Employees: The compensation structure reflects standard equity incentive plans, which can motivate executives.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of performance-based equity and subsequent sales to cover tax obligations. Such transactions are common and generally do not indicate a significant change in the company's fundamental outlook or warrant a strong buy/sell recommendation based solely on this filing. The achievement of performance goals for equity vesting is a positive signal regarding past performance, but the net change in beneficial ownership after tax sales is not substantial enough to alter an investment thesis.

Keywords

Jack in the Box, JACK, Richard D Cook, SVP Chief Technology Officer, Insider Trading, Form 4, Stock Vesting, Performance Shares, Restricted Stock Units, Sell-to-Cover, Equity Compensation