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JACK IN THE BOX INC

JACK IN THE BOX INCJACK财报

Nasdaq · restaurant

Jack in the Box, Inc. is an American fast food restaurant chain founded on February 21, 1951, by Robert O. Peterson in San Diego, California, where it is headquartered. The chain has over 2,200 locations, primarily serving the West Coast of the United States. Restaurants are also found in large urban areas outside the West Coast, as well as two in Guam. The company also formerly operated the Qdoba Mexican Grill chain until Apollo Global Management bought the chain in December 2017.

What changed in JACK IN THE BOX INC's 10-K — 2024 vs 2025

Top changes in JACK IN THE BOX INC's 2025 10-K

249 paragraphs added · 274 removed · 184 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Del Taco offers a unique variety of both Mexican and American favorites such as burritos and fries, prepared fresh in every restaurant's working kitchen with the value and convenience of a drive-thru.
Del Taco offers a unique variety of both Mexican and American favorites such as burritos and fries, prepared fresh in every restaurant's kitchen with the value and convenience of a drive-thru.
The franchise agreement provides for an initial franchise fee of $35,000 per restaurant for a 20-year term, and royalty and marketing payments generally set at 5.0% and 4.0%, respectively, of gross sales. Some existing agreements provide for lower royalties for a limited time and may have variable rates.
Some existing agreements provide for lower royalties for a limited time and may have variable rates. Del Taco. The franchise agreement provides for an initial franchise fee of $35,000 per restaurant for a 20-year term, and royalty and marketing payments generally set at 5.0% and 4.0%, respectively, of gross sales.
To support order accuracy and speed of service, our Jack in the Box drive-thru restaurants use order confirmation screens. Advertising and Promotion Our brands run a highly coordinated marketing and advertising campaigns to create customer awareness, engage fans, and maximize positive brand associations. We build brand awareness and drive sales through our marketing and advertising programs.
To support order accuracy and speed of service, our Jack in the Box drive-thru restaurants use order confirmation screens. 5 Advertising and Promotion Our brands run highly coordinated marketing and advertising campaigns to create customer awareness, engage fans, and maximize positive brand associations. We build brand awareness and drive sales through our marketing and advertising programs.
Some existing agreements provide for lower royalties for a limited time and may have variable rates. We may offer development agreements to franchisees (referred to in this context as “Developers”) for construction of one or more new restaurants over a defined period of time and in a defined geographic area.
Some existing agreements provide for lower royalties for a limited time and may have variable rates. Development Agreements For each of our brands, we may offer development agreements to franchisees (referred to in this context as “Developers”) for construction of one or more new restaurants over a defined period of time and in a defined geographic area.
Our marketing, advertising, and promotional programs are governed by various federal, state, and local laws and regulations concerning consumer protection, including the Telephone Consumer Protection Act. 7 We are also subject to various federal, state, and local laws regulating the discharge of materials into the environment.
Our marketing, advertising, and promotional programs are governed by various federal, state, and local laws and regulations concerning consumer protection, including the Telephone Consumer Protection Act and other similar state and federal laws. We are also subject to various federal, state, and local laws regulating the discharge of materials into the environment.
We focus on attracting, selecting, engaging, and retaining employees and franchisees who share our passion for creating long-lasting, successful restaurants. At both brands, company-operated restaurant managers are supervised by district managers, who are overseen by director of operations, who report to vice president of operations. Jack in the Box.
We focus on attracting, selecting, engaging, and retaining employees and franchisees who share our passion for creating long-lasting, successful restaurants. At both brands, company-operated restaurant managers are supervised by district managers, who are overseen by director of operations, who report to vice president of operations.
Del Taco's menu items taste better because they are made with quality ingredients like freshly grilled chicken and carne asada steak, fresh house-made guacamole, freshly grated cheddar cheese, slow-cooked beans made from scratch, and creamy Queso Blanco. Founded in 1964, today Del Taco serves more than three million guests each week at its restaurants.
Del Taco's menu items taste better because they are made with quality ingredients like freshly grilled chicken and carne asada steak, fresh house-made guacamole, freshly grated cheddar cheese, slow-cooked beans made from scratch, and creamy Queso Blanco. Founded in 1964, today Del Taco serves approximately two million guests each week at its restaurants.
We employ both full-time and part-time restaurant employees in order to provide the flexibility necessary during peak periods of restaurant operations and meet the individual needs of our employees. As of the end of fiscal 2023, approximately 95% of our restaurant employees were part-time. We have not experienced any significant work stoppages.
We employ both full-time and part-time restaurant employees in order to provide the flexibility necessary during peak periods of restaurant operations and meet the individual needs of our employees. As of the end of fiscal 2025, approximately 84% of our restaurant employees were part-time. We have not experienced any significant work stoppages.
The franchise agreement generally provides for an initial franchise fee of $50,000 per restaurant for a 20-year term, and royalty and marketing payments generally set at 5.0% of gross sales. Royalty rates are typically 5.0% of gross sales with some legacy agreements at higher rates.
Franchising Program Jack in the Box. The franchise agreement generally provides for an initial franchise fee of $50,000 per restaurant for a 20-year term, and royalty and marketing payments generally set at 5.0% of gross sales. Royalty rates are typically 5.0% of gross sales with some legacy agreements at higher rates.
This flexibility enables the Company and franchisees to optimize the layout and configuration of a new restaurant with the property’s specific economic, demographic, geographic, or physical characteristics. Jack in the Box offers an off-premise-only restaurant, which is designed to meet the continued increasing demand for drive-thru service and digital ordering.
This flexibility enables the Company and franchisees to optimize the layout and configuration of a new restaurant with the property’s specific economic, demographic, geographic, or physical characteristics. Included in the prototype offering is an off-premise-only restaurant, which is designed to meet the continued increasing demand for drive-thru service and digital ordering.
In selling franchises, we compete with many other restaurant franchisors, some of whom have substantially greater financial resources than we do. Human Capital Management Jack in the Box and Del Taco recognizes and takes care of their employees by offering a wide range of competitive pay, recognition, and benefit programs.
In selling franchises, we compete with many other restaurant franchisors, some of whom have substantially greater financial resources than we do. Human Capital Management Jack in the Box and Del Taco recognizes and takes care of its employees by paying competitive wages and offering a wide range of benefits and recognition programs.
Our Total Rewards framework includes pay and recognition, health and wellness, financial well-being, work/life happiness, culture and community, and learning and development. We are committed to providing employees with market-competitive pay and benefits and flexibility with respect to benefit choices.
Our Total Rewards framework includes pay and recognition, health and wellness, financial well-being, work/life happiness, culture and community, and learning and development. We take care in providing employees with market-competitive pay and benefits and flexibility with regard to benefit choices.
We also offer quality products such as breakfast sandwiches with freshly cracked eggs, as well as craveable favorites such as tacos, curly fries, egg rolls, specialty sandwiches and real ice cream shakes, among many other items.
Jack in the Box also offers quality products such as breakfast sandwiches with freshly cracked eggs, as well as craveable favorites such as tacos, curly fries, egg rolls, specialty sandwiches and real ice cream shakes, among many other items.
We offer a robust benefits package that includes medical, dental, and vision insurance with health savings account (HSA) employer contributions and an HMO plan; company-paid basic term life insurance; wellness programs; an employee assistance program (EAP); life and disability insurance; flexible spending accounts (FSA); legal services; pet insurance; and a 401(k) with company matching contributions.
We offer a robust benefits package that includes medical (including an HMO), dental, and vision insurance plans; company-paid basic term life insurance; wellness programs; an employee assistance program (“EAP”); life and disability insurance; flexible spending accounts (“FSA”) and health savings accounts (“HSA”) with employer contributions; legal services; pet insurance; and a 401(k) with company matching contributions.
Restaurant Management and Operations Jack in the Box and Del Taco restaurants are operated by a company manager or franchise operator who is directly responsible for the operations of the restaurant, including product quality, service, food safety, cleanliness, inventory, cash control, and the conduct and appearance of employees.
In addition, certain larger dine-in dining room building designs are available. 4 Restaurant Management and Operations Jack in the Box and Del Taco restaurants are operated by a company manager or franchise operator who is directly responsible for the operations of the restaurant, including product quality, service, food safety, cleanliness, inventory, cash control, and the conduct and appearance of employees.
Our collection or use of personal information about our employees or our guests is regulated at the federal and state levels, including the California Consumer Privacy Act.
Our collection or use of personal information about our employees or our guests is regulated at the federal and state levels, including the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”) and other similar state and federal laws.
(NASDAQ: JACK), a Delaware corporation (the “Company” or “Jack in the Box”), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,200 restaurants across 22 states, and Del Taco®, the second largest Mexican-American quick service restaurants (“QSR”) chain by units in the U.S. with approximately 600 restaurants across 16 states.
(NASDAQ: JACK), a Delaware corporation (the “Company” or “Jack in the Box”), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with 2,136 restaurants across 22 states, and Del Taco®, one of the nation’s largest Mexican-American quick service restaurants (“QSR”) chains with 576 restaurants across 18 states.
The single POS system for all restaurants helps franchisees and brand managers adapt more quickly to meet consumer demands and introduce new products, pricing, promotions, and technologies such as the Jack in the Box and Del Taco mobile apps, third party delivery, or any other business-driving initiative while maintaining a secure, PCI-compliant payment system. 5 We have business intelligence systems that provide us with visibility to the key metrics in the operation of Jack in the Box and Del Taco company and franchise restaurants.
The single POS system for all restaurants helps franchisees and brand managers adapt more quickly to meet consumer demands and introduce new products, pricing, promotions, and technologies such as the Jack in the Box and Del Taco mobile apps, third party delivery, or any other business-driving initiative while maintaining a secure, PCI-compliant payment system.
To stimulate growth, we have offered an incentive program that provides discounted royalty fees for new franchisees who maintain development compliance and sign a Development Agreement for a minimum of three restaurants to be developed and opened under the development schedule during the timeframe specified under the Development Agreement. Del Taco.
To stimulate growth, we have offered an incentive program that provides discounted royalty fees or an interest free loan incentive for franchisees who maintain development compliance and sign a development agreement for multiple restaurants to be developed and opened under the development schedule during the timeframe specified.
We are proud to provide our employees, many who begin their career in our restaurants as their first entry-level job, the opportunity to grow and advance as we invest in their education and career development.
We are proud of our employees, many of whom began their career in our restaurants as their first entry-level job, are given the opportunity to grow and advance their careers as we invest in their education and career development.
These systems play an integral role in enabling us to accumulate and analyze market information. Our restaurants use labor scheduling systems to assist managers in managing labor hours based on forecasted sales volumes. We also have inventory management systems that enable timely and accurate deliveries of food and packaging to our restaurants.
Our restaurants use labor scheduling systems to assist managers in managing labor hours based on forecasted sales volumes. We also have inventory management systems that enable timely and accurate deliveries of food and packaging to our restaurants.
In addition to laws and regulations governing restaurant businesses directly, there are also regulations, such as the Food Safety Modernization Act, that govern the practices of food manufacturers and distributors, including our suppliers. We have processes in place to monitor compliance with all applicable laws and regulations governing our Company operations.
In addition to laws and regulations governing restaurant businesses directly, there are also regulations, such as the Food Safety Modernization Act, that govern the practices of food manufacturers and distributors, including our suppliers.
Reports are reviewed by our asset protection manager and are addressed appropriately by corporate partners and OSHA, if necessary. All of our corporate and restaurant employees may also report any ethics issues to our ethics hotline. We take every incident and report seriously and have detailed protocols regarding investigation, assessment and correction, safety communications, employee training, and record keeping.
All of our corporate and restaurant employees may also report any ethics issues to our ethics hotline. We take every incident and report seriously and have detailed protocols regarding investigation, assessment and correction, safety communications, employee training, and record keeping.
New restaurants developed by franchisees are built to brand standards that we have approved. Jack in the Box. Jack in the Box offers multiple restaurant designs that feature different configurations and dining room sizes to provide maximum flexibility when considering properties for development.
New restaurants developed by franchisees are built to brand standards that we have approved. Jack in the Box offers three prototypical “CRAVED” image restaurant designs, and Del Taco offers three prototypical “Fresh Flex” image restaurant designs, each that feature the same kitchen engine but different dining room configurations to provide maximum flexibility when considering properties for development.
At only 1,350 square feet, the restaurant features a double Y-lane drive-thru, a walk-up window for ordering, dual assembly kitchens and a dedicated pick-up window for mobile and third-party delivery orders. The goal of this design is to reduce build out costs by around 20%, while also increasing real estate flexibility.
The Jack in the Box restaurants are approximately 1,372 square feet, the restaurant can support a Y-Lane drive-thru configuration, provides a walk-up window for ordering, dual assembly kitchens, and a dedicated pick-up window for mobile and third-party delivery orders. The goal of this design is to reduce build out costs, while also increasing real estate flexibility.
We share the median pay of our male and female employees in various position classifications with the Board of Directors, and we take remedial action as appropriate to ensure pay equity is maintained. 6 We are committed to providing market-competitive, high-quality, and affordable benefits to meet the changing needs of our employees.
We share the median pay of our male and female employees in various position classifications with the Board of Directors, and we take remedial action as appropriate to ensure pay equity is maintained.
Jack in the Box opened its first restaurant in 1951 and has since become one of the nation’s largest hamburger chains. Based on number of restaurants, our top 10 major markets comprise approximately 70% of the total system, and Jack in the Box is at least the third largest QSR hamburger chain in each of those major markets.
Based on number of restaurants, the top 10 major markets of Jack in the Box comprise approximately 70% of the total system, and Jack in the Box is at least the fourth largest QSR hamburger chain in each of those major markets.
Del Taco’s commitment to providing guests with the best quality and value for their money originates from cooking, chopping, shredding, and grilling menu items from scratch. As of October 1, 2023, we operated and franchised 592 Del Taco restaurants across 16 states. Of the 592 restaurants at fiscal year-end, 421, or 71%, were franchised.
Del Taco’s commitment to providing guests with the best quality and value for their money originates from cooking, chopping, shredding, and grilling menu items from scratch. As of September 28, 2025, Del Taco operated and franchised 576 restaurants. Of those total Del Taco restaurants at fiscal year-end, 444, or 77%, were franchised.
As of October 1, 2023, we operated and franchised 2,186 Jack in the Box quick-service restaurants, primarily in the western and southern United States, including two in Guam. Of the 2,186 restaurants at fiscal year-end, 2,044, or 94%, were franchised. Del Taco.
As of September 28, 2025, Jack in the Box operated and franchised 2,136 quick-service restaurants, primarily in the western and southern United States, including two in Guam and three in Mexico. Of those total Jack in the Box restaurants at fiscal year-end, 1,986, or 93%, were franchised. Del Taco.
Every team member receives training modules focused on helping the team member clearly understand the brand and their role as well as modules focusing on the specifics of how to provide a consistent customer experience, how to complete specific tasks for their assigned position and ensure food safety.
Restaurant managers, assistant managers, shift managers and team leaders are certified through a series of online and on the job training modules, which help the team members clearly understand the brand and their role as well the specifics of how to provide a consistent customer experience, how to complete specific tasks for their assigned position and ensure food safety.
In addition, we recognize and support the growth and development of our employees and offer opportunities to participate in internal and external learning programs. We also hold regular restaurant level talent and development planning reviews to assist us with growing our internal restaurant teams.
In addition, we recognize and support the growth and development of our employees and offer opportunities to participate in internal and external learning programs.
Our company restaurants and traditional-site franchise restaurants use standardized Windows-based touch screen point-of-sale (“POS”) platforms. These platforms allow the restaurants to accept cash, credit cards, and our re-loadable gift cards.
Information Systems Our Jack in the Box and Del Taco restaurant software allows for daily polling of sales, inventory, and other data from the restaurants directly. Our company restaurants and traditional-site franchise restaurants use standardized Android and Windows-based touch screen point-of-sale (“POS”) platforms. These platforms allow the restaurants to accept cash, credit cards, and our re-loadable gift cards.
All corporate positions, field operations management, and restaurant management positions, including hourly assistant managers and team leaders, are eligible for performance-based cash incentives. Each incentive plan reinforces and rewards individuals for achievement of specific company and/or restaurant business goals.
All restaurant support center positions, and restaurant management positions, including hourly assistant managers and team leaders, are eligible for performance-based cash incentives. Each incentive plan reinforces and rewards individuals for achievement of specific company and/or restaurant business goals. We regularly review the pay of our female and male employees to ensure pay equity for performing equal or substantially similar work.
Restaurant managers are required to complete an extensive management training program involving a combination of in-restaurant instruction and on-the-job training in specially designated training restaurants. Restaurant managers and supervisory personnel train other restaurant employees in accordance with detailed procedures and guidelines using training aids available at each location. Del Taco.
Restaurant managers are required to complete an extensive management training program involving a combination of in-restaurant instruction and on-the-job training in specially designated training restaurants.
As of October 1, 2023, for our combined brands, we had 9,523 employees, of whom 8,888 were restaurant employees, 542 were corporate management and staff, and 93 were field operations management. Most of our employees are paid on an hourly basis, except manager, field operations management, and certain corporate positions.
As of September 28, 2025, for our combined brands, we had 5,046 employees, of whom 4,440 were restaurant employees, 553 were corporate management and staff, and 53 were field operations management. Most of our employees are paid on an hourly basis, except for district and restaurant managers, and certain restaurant support center management and staff positions.
Government Regulation Each restaurant is subject to regulation by federal agencies, as well as licensing and regulation by state and local health, sanitation, safety, fire, zoning, building, consumer protection, taxing, and other agencies and departments. Restaurants are also subject to rules and regulations imposed by owners and operators of shopping centers, airports, or other locations where a restaurant is located.
Restaurants are also subject to rules and regulations imposed by owners and operators of shopping centers, airports, or other locations where a restaurant is located.
We allow our guests to customize meals to their tastes and order any product on the menu when they want it, including breakfast at night, or burgers and chicken in the morning. Our trademark of variety and innovation has led to the development of five true day parts: breakfast, lunch, snack, dinner, and late night.
Jack in the Box allows its guests to customize meals to their tastes and order any product on the menu when they want it, including breakfast at night, or burgers and chicken in the morning.
We manage food safety in our restaurants through a comprehensive food safety management program that is based on the Food and Drug Administration (“FDA”) Food Code requirements. The food safety management program includes employee training, ingredient testing, documented restaurant practices, and attention to product safety at each stage of the food preparation cycle.
We use third-party and internal audits to review the food safety management programs of our vendors. We manage food safety in our restaurants through a comprehensive food safety management program that is based on the Food and Drug Administration (“FDA”) Food Code requirements.
References to the Company throughout this Annual Report on Form 10-K are made using the first person notations of “we”, “us” and “our.” Restaurant Brands Jack in the Box. Jack in the Box restaurants offer a broad selection of distinctive products including classic burgers like our Jumbo Jack ® and innovative product lines such as Buttery Jack ® burgers.
Restaurant Brands Jack in the Box. Jack in the Box restaurants offer a broad selection of distinctive products including classic burgers like its Jumbo Jack ® and innovative product lines such as the Buttery Jack ® and Smash Jack ® burgers.
The model is designed for free-standing locations but can be adapted to fit in a variety of spaces such as C-stores, travel plazas, and end-cap locations. 4 Del Taco. A typical Del Taco restaurant is a free-standing building with drive-thru service that ranges in size from 2,000 to 2,600 square feet.
The prototype portfolios are designed for free-standing locations but can be adapted to fit in a variety of spaces such as conversions, c-stores, travel plazas, and end-cap locations.
In addition, our food safety management program uses American National Standards Institute certified food safety training programs to train our company and franchise restaurant management employees on food safety practices for our restaurants. Supply Chain At both brands, we contract with a single primary food service distributor for substantially all of our food and supplies.
The food safety management program includes employee training, ingredient testing, documented restaurant practices, and attention to product safety at each stage of the food preparation cycle. In addition, our food safety management program uses American National Standards Institute certified food safety training programs to train our company and franchise restaurant management employees on food safety practices for our restaurants.
We recognize our responsibility to take the steps necessary to create and maintain a safe and healthy work environment. All of our corporate and restaurant employees may report safety and security issues either through our risk management department or anonymously through our asset protection helpline.
All of our corporate and restaurant employees may report safety and security issues either through our risk management department or anonymously through our asset protection helpline. Reports are reviewed by our asset protection manager and are addressed appropriately by corporate partners and OSHA, if necessary.
We monitor and purchase commodities in order to minimize the impact of fluctuations in price and supply. Contracts are entered into and commodity market positions may be secured when we consider them to be advantageous. However, certain commodities remain subject to price fluctuations.
Contracts are entered into and commodity market positions may be secured when we consider them to be advantageous. However, certain commodities remain subject to price fluctuations. Most essential food and beverage products are available or can be made available upon relatively short notice from alternative qualified suppliers.
Generally, with the appropriate renewal and use, the registration of our service marks and trademarks will continue indefinitely. Seasonality Restaurant sales and profitability are subject to seasonal fluctuations because of factors such as vacation and holiday travel, seasonal weather conditions, and weather crises, all of which affect the public’s dining habits.
We may utilize local radio, print and billboards for some of the less developed markets, reaching consumers through our branded mobile app and delivery partnerships. Seasonality Restaurant sales and profitability are subject to seasonal fluctuations because of factors such as vacation and holiday travel, seasonal weather conditions, and weather crises, all of which affect the public’s dining habits.
We maintain product specifications for our ingredients and our Food Safety and Regulatory Compliance Department must approve all suppliers of food products to our restaurants. We use third-party and internal audits to review the food safety management programs of our vendors.
Food Safety Our “farm-to-fork” food safety program is designed to maintain high standards for the food products and food preparation procedures used by our vendors and in our restaurants. We maintain product specifications for our ingredients and our Food Safety and Technical Services Department must approve all suppliers of food products to our restaurants.
For our company-operated restaurant positions nationwide, positions are assigned to a pay range that best reflects market pricing of similar jobs in the restaurant industry and in the geographic location, and employees receive an automatic pay increase each time they work a certain number of hours provided performance is satisfactory.
For our company-operated restaurants nationwide, positions are assigned to a pay range that best reflects geographic market pricing of similar jobs in the restaurant industry, and additionally for restaurants in California, pay requirements under AB 1228 regulation. We generally review employees’ pay annually.
Jack in the Box is in the second year of a five-year contract with their distributor. Under the contract, this distributor will provide distribution services to our Jack in the Box restaurants through July 2027. Our Del Taco brand contracts with the same distributor and provides distribution services to our Del Taco restaurants through December 2023.
Supply Chain At both brands, we contract with a single primary food service distributor for substantially all of our food, packaging and supplies. Under the current contracts, this distributor will provide distribution services to both our Jack in the Box and Del Taco restaurants through August 2027.
Additionally, Del Taco is in the final stages of executing a long-term extension with this same distributor through September of 2028. The primary commodities purchased by Jack in the Box restaurants are beef, poultry, pork, cheese, and produce. Taco meat is the largest commodity purchased by Del Taco.
The primary commodities purchased by Jack in the Box restaurants are beef, poultry, pork, cheese, and produce. Taco meat, cheese and produce are the largest commodities purchased by Del Taco. We monitor and purchase some commodities in order to minimize the impact of fluctuations in price and supply.
Available Information The Company’s corporate website can be found at www.jackinthebox.com.
We have processes in place to monitor compliance with all applicable laws and regulations governing our Company operations. 7 Available Information The Company’s corporate website can be found at www.jackinthebox.com.
The training program is a blended learning approach including e-learning courses, hands-on exercises, and online knowledge validation tests. Food Safety Our “farm-to-fork” food safety program is designed to maintain high standards for the food products and food preparation procedures used by our vendors and in our restaurants.
The training program is a blended learning approach including e-learning courses, hands-on exercises, and online knowledge validation tests. Before certification, shift managers attend a virtual training, and assistant managers and general managers attend an in person class in-person classes, all led by the training department or certified trainer.
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On March 8, 2022, the Company acquired Del Taco Restaurants, Inc. (“Del Taco”) for cash according to the terms and conditions of the Agreement and Plan of Merger, dated as of December 5, 2021. As a result, Del Taco became a wholly-owned subsidiary of Jack in the Box.
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References to the Company throughout this Annual Report on Form 10-K are made using the first person notations of “we”, “us” and “our.” In April, 2025, the Company announced a multi-faceted plan, which included exploring strategic alternatives for the Del Taco brand and the possible divestiture of that business.
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Business Strategy Our strategies are rooted in two foundational principles: • Shape a High-Performance Culture - When we serve our people and our franchisees well, we will maximize the guest experience for all who interact with the brand. • Leverage Innovation and Technology Platforms - Taking our history of strong innovation on menu and operations and placing that same forward thinking on digital and technology development.
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On October 15, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Yadav Enterprises, Inc., a California corporation (“Buyer”) and Anil Yadav (“Buyer Guarantor”) to sell to Buyer all of the issued and outstanding equity interests of Del Taco Holdings Inc., a Delaware corporation (“Del Taco”), which owns and operates the Company’s Del Taco restaurant operations, for an aggregate purchase price of $115 million in cash, subject to certain closing cash, working capital, debt and transaction expense adjustments.
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We use these principles as a guide while executing on our four strategic pillars: • Build Brand Loyalty by transforming our restaurant design, improving the image of existing restaurants, and enhancing the digital experience for our guests. • Drive Operations Excellence by evolving training efforts in our restaurants, execution of our brand standard systems, and improving speed and consistency. • Grow Restaurant Profits by developing and implementing financial fundamentals, influencing pricing with a dynamic model, and building our data advantage. • Expand Our Brands Reach by creating modular and flexible restaurant designs, building company-operated stores to help seed growth, fostering growth capital, and increasing franchise candidate and restaurant site lead generations. 3 This strategy builds on our historical strengths with our Jack in the Box and Del Taco differentiated, challenger brands.
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The Jack in the Box trademark of variety and innovation has led to the development of five true day parts: breakfast, lunch, snack, dinner, and late night. Jack in the Box opened its first restaurant in 1951 and has since become one of the nation’s largest hamburger chains.
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Those strengths include our uniquely broad menus, operational capabilities, passionate and loyal guests, committed team members and franchisees, and ability to invest in development and innovation that will deliver long term growth. Del Taco Refranchising Strategy In fiscal year 2023, we embarked on our refranchising strategy with three main intentions.
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Business Strategy Our business strategies are rooted in our foundational principle of building a caring, high-performance culture that serves our franchisees and people well.
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First, to create a company-wide asset-light model that will benefit from mitigating exposure to macroeconomic pressures; second, to generate incremental development agreements throughout the refranchising process that provide a more robust unit growth pipeline than otherwise achievable; and third, to provide a more efficient capital structure. Our objective is to be asset-light as we navigate market forces.
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We use this foundational principle as a guide while executing on our four strategic pillars: • Strengthen Our Foundation by executing our “Jack on Track” plan, modernizing our technology, implementing a focused development strategy, and building strong relationships with our franchisees. • Build Brand Loyalty by accelerating our reimage program, and executing our CRAVED marketing strategy, which includes our craveable menu items, value offerings, product innovation, and driving loyalty via our mobile app and web platforms. • Drive Operations Excellence by evolving training efforts in our restaurants, execution of our brand standard systems, improving speed and consistency, and transforming the digital guest experience. • Grow Restaurant Profits by capturing cost savings while driving sales and maintaining a strong guest experience. 3 This strategy builds on our historical strengths which include our uniquely broad menus, operational capabilities, passionate and loyal guests, committed team members and franchisees, and ability to invest in development and innovation that will deliver long term growth.
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We refranchised 111 Del Taco restaurants in fiscal year 2023, and added 109 new Del Taco development commitments as a result of the refranchising effort, across both brands.
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Additionally, our Jack on Track plan unveiled in 2025 includes three key initiatives: • Restaurant closure program : Through block closure program, improving system health and encouraging franchisees to reinvest, • Del Taco brand : Exploring strategic alternatives which, as noted above it was determined that a sale was the optimal path forward, and • Accelerate Cash Flow: Through discontinuing dividend, reducing spend on company-owned new unit development, and focusing spend on initiatives that drive sales growth such as digital and technology, with majority of funds reallocated to debt paydown.
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Throughout 2024, we will continue to adjust the rate, pace and sequence of our refranchising efforts to balance the impact to earnings, as we await accelerated new unit openings from incremental development and natural general and administrative reductions. Franchising Program Jack in the Box.
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We offer development agreements in certain markets we have identified for further development and that we deem to be undeveloped, underdeveloped, or emerging.
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We may offer development agreements to franchisees for construction of one or more new restaurants over a defined period of time and in a defined geographic area. Developers may be required to pay fees for certain company-sourced new sites. Developers may lose their rights to future development if they do not maintain the required opening schedule.
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In addition, certain larger dine-in dining room building designs are available. The Del Taco restaurants are approximately 1,152 square feet, the restaurant can support a Y-Lane drive-thru configuration, provides a walk-up window for ordering and a dedicated pick-up window or lockers for mobile and third-party delivery orders.
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To stimulate growth, we have offered an incentive program that provides discounted royalty fees for multi-unit franchisees who agree to develop multiple restaurants pursuant to a Development Agreement in certain markets we have identified for further development and that we deem, in our sole determination, to be undeveloped, underdeveloped, or emerging in terms of the Del Taco brand’s market penetration; it is not available in markets we deem to be mature in terms of the Del Taco brand’s market penetration.
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The goal of this design is to reduce build out costs, while also increasing real estate flexibility.
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Del Taco also has the ‘Fresh Flex’ design, which offers multiple build out options, including small footprint drive-thru only sites with no dining rooms, that range in size from 1,200 to 2,400 square feet.
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We have business intelligence systems that provide us with visibility to the key metrics in the operation of Jack in the Box and Del Taco company and franchise restaurants. These systems play an integral role in enabling us to accumulate and analyze market information.
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With innovative additions like third-party pick-up stations and double drive-thru lanes with a dedicated lane for mobile orders and delivery pickups, the future-focused model optimizes operational efficiencies and caters to modern consumers' expectations.
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We also hold regular restaurant level talent and development planning reviews to assist us with growing our internal restaurant teams. 6 We recognize our responsibility to take the steps necessary to create and maintain a safe and healthy work environment.
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General managers, shift managers and team leaders are certified through a series of online and on the job training modules.
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Generally, with the appropriate renewal and use, the registration of our service marks and trademarks will continue indefinitely. Government Regulation Each restaurant is subject to regulation by federal agencies, as well as licensing and regulation by state and local health, sanitation, safety, fire, zoning, building, consumer protection, taxing, and other agencies and departments.
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Most, if not all, essential food and beverage products are available or can be made available upon short notice from alternative qualified suppliers. Information Systems Our Jack in the Box and Del Taco restaurant software allows for daily polling of sales, inventory, and other data from the restaurants directly.
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We may utilize local radio, print, internet advertising, and billboards for some of the less developed markets, reaching consumers through our branded mobile app and delivery partnerships.
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We regularly review the pay of our female and male employees to ensure pay equity for performing equal or substantially similar work.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Development involves substantial risks, including the risk of: • the inability to identify suitable franchisees; • limited availability of financing for the Company and for franchisees at acceptable rates and terms; • development costs exceeding budgeted or contracted amounts; • the negative impact of any re-imaging strategy if not adopted by franchisees or embraced by guests; • delays in completion of construction or shortages of any equipment or construction materials; • competition for quality cost-efficient property that has a favorable zoning classification allowing drive-thru sales; • negative impact of delays due to lengthy supply chain lead times for building components and systems; • negative impact of delays due to longer timelines for permit review and field inspections with the municipal agencies; • negative impact of delays due to longer than usual design, permitting, approval, procurement, and field installation timelines for utility service providers to supply primary services on new restaurant development projects (i.e. electrical, gas, sewer, water, etc.) • the inability to identify, or the unavailability of suitable sites at acceptable cost and other leasing or purchase terms; • developed properties not achieving desired revenue or cash flow levels once opened; • the negative impact of a new restaurant upon sales at nearby existing restaurants; • the challenge of developing in areas where competitors are more established or have greater penetration or access to suitable development sites; • incurring substantial unrecoverable costs in the event a development project is abandoned prior to completion; • impairment charges resulting from underperforming restaurants or decisions to curtail or cease investment in certain locations or markets; • in new geographic markets where we have limited or no existing locations, the inability to successfully expand or acquire critical market presence for our brands, acquire name recognition, successfully market our products, or attract new customers; • operating cost levels that reduce the demand for, or raise the cost of, developing new restaurants; • the challenge of identifying, recruiting, and training qualified franchisees or company restaurant management; Although we manage our growth and development activities to help reduce such risks, we cannot assure that our present or future growth and development activities will perform in accordance with our expectations.
Development involves substantial risks, including the risk of: • the inability to identify suitable franchisees; • limited availability of financing for the Company and for franchisees at acceptable rates and terms; • development costs exceeding budgeted or contracted amounts; • the negative impact of any re-imaging strategy if not adopted by franchisees or embraced by guests; • delays in completion of construction or shortages of any equipment or construction materials; • competition for quality cost-efficient property that has a favorable zoning classification allowing drive-thru sales; • negative impact of delays due to lengthy supply chain lead times for building components and systems; • negative impact of delays due to longer timelines for permit review and field inspections with the municipal agencies; • negative impact of delays due to longer than usual design, permitting, approval, procurement, and field installation timelines for utility service providers to supply primary services on new restaurant development projects (i.e., electrical, gas, sewer, water, etc.) • the inability to identify, or the unavailability of suitable sites at acceptable cost and other leasing or purchase terms; • developed properties not achieving desired revenue or cash flow levels once opened; • the negative impact of a new restaurant upon sales at nearby existing restaurants; • the challenge of developing in areas where competitors are more established or have greater penetration or access to suitable development sites; • incurring substantial unrecoverable costs in the event a development project is abandoned prior to completion; • impairment charges resulting from underperforming restaurants or decisions to curtail or cease investment in certain locations or markets; • in new geographic markets where we have limited or no existing locations, the inability to successfully expand or acquire critical market presence for our brands, acquire name recognition, successfully market our products, or attract new customers; • operating cost levels that reduce the demand for, or raise the cost of, developing new restaurants; 12 • the challenge of identifying, recruiting, and training qualified franchisees or company restaurant management; Although we manage our growth and development activities to help reduce such risks, we cannot assure that our present or future growth and development activities will perform in accordance with our expectations.
The restaurant and retail industries are subject to extensive federal, state, and local laws and regulations, including regulations relating to: • the preparation, ingredients, labeling, packaging, advertising, and sale of food and beverages; • building and zoning requirements; • sanitation and safety standards; • employee healthcare, including the implementation and legal, regulatory, and cost implications of the Affordable Care Act; 16 • labor and employment, including minimum wage adjustments, overtime, working conditions, employment eligibility and documentation, sick leave, and other employee benefit and fringe benefit requirements, and changing judicial, administrative, or regulatory interpretations of federal or state labor laws; • the registration, offer, sale, termination, and renewal of franchises; • Americans with Disabilities Act; • payment cards; • climate change, including regulations related to the potential impact of greenhouse gases, water consumption, or taxes on carbon emissions; and • consumer protection and privacy obligations, including the California Consumer Privacy Act, the Telephone Consumer Protection Act, and other new or proposed federal and state regulations.
The restaurant and retail industries are subject to extensive federal, state, and local laws and regulations, including regulations relating to: • the preparation, ingredients, labeling, packaging, advertising, and sale of food and beverages; • building and zoning requirements; • sanitation and safety standards; • employee healthcare, including the implementation and legal, regulatory, and cost implications of the Affordable Care Act; • labor and employment, including minimum wage adjustments, overtime, working conditions, employment eligibility and documentation, sick leave, and other employee benefit and fringe benefit requirements, and changing judicial, administrative, or regulatory interpretations of federal or state labor laws; • the registration, offer, sale, termination, and renewal of franchises; • Americans with Disabilities Act; • payment cards; • climate change, including regulations related to the potential impact of greenhouse gases, water consumption, or taxes on carbon emissions; and • consumer protection and privacy obligations, including the California Consumer Privacy Act, the Telephone Consumer Protection Act, and other new or proposed federal and state regulations.
For example, the Indenture and the Management Agreement contain covenants that, among other things, restrict, subject to certain exceptions, the ability of certain subsidiaries to: • incur or guarantee additional indebtedness; • sell certain assets; • alter the business conducted by our subsidiaries; • create or incur liens on certain assets; or 20 • consolidate, merge, sell or otherwise dispose of all or substantially all of the assets held within the securitization entities.
For example, the Indenture and the Management Agreement contain covenants that, among other things, restrict, subject to certain exceptions, the ability of certain subsidiaries to: • incur or guarantee additional indebtedness; • sell certain assets; • alter the business conducted by our subsidiaries; • create or incur liens on certain assets; or • consolidate, merge, sell or otherwise dispose of all or substantially all of the assets held within the securitization entities.
Failure to comply with new or existing franchise laws, rules, and regulations in any jurisdiction or to obtain required government approvals could negatively affect our ability to grow or expand our franchise business and sell franchises. The proliferation of federal, state, and local regulations increases our compliance risks, which in turn could adversely affect our business.
Failure to comply with new or existing franchise laws, rules, and regulations in any jurisdiction or to obtain required government approvals could negatively affect our ability to grow or expand our franchise business and sell franchises. 15 The proliferation of federal, state, and local regulations increases our compliance risks, which in turn could adversely affect our business.
Additionally, past reports linking nationwide or regional incidents of food-borne illnesses such as salmonella, E. coli, and listeria to certain products such as produce and proteins, or human-influenced illness such as hepatitis A or norovirus, have resulted in consumers avoiding certain products and restaurant concepts for a period of time.
Additionally, past reports linking nationwide or regional incidents of food-borne illnesses such as pathogenic Salmonella, E.coli, and Listeria to certain products such as produce and proteins, or human-influenced illness such as hepatitis A or norovirus, have resulted in consumers avoiding certain products and restaurant concepts for a period of time.
Such media reports and negative publicity could impact guest perception of our brands or industry and can have a material adverse effect on our financial results. 11 We may not have the same resources as our competitors for marketing, advertising, and promotion.
Such media reports and negative publicity could impact guest perception of our brands or industry and can have a material adverse effect on our financial results. We may not have the same resources as our competitors for marketing, advertising, and promotion.
If we fail to adapt to changes in customer preferences and trends, we may lose customers and our sales and the rents, royalties, and marketing fees we receive from franchisees may deteriorate. Negative publicity relating to our business or industry could adversely impact our reputation.
If we fail to adapt to changes in customer preferences and trends, we may lose customers and our sales and the rents, royalties, and marketing fees we receive from franchisees may deteriorate. 10 Negative publicity relating to our business or industry could adversely impact our reputation.
A potentially serious allergic reaction by a guest may result in adverse public communication, media coverage, a decline in restaurant sales, and a material decline in our financial results. 12 Risks Related to Our Business Model and Strategy We may not achieve our development goals.
A potentially serious allergic reaction by a guest may result in adverse public communication, media coverage, a decline in restaurant sales, and a material decline in our financial results. Risks Related to Our Business Model and Strategy We may not achieve our development goals.
This level of debt could have certain material adverse effects on the Company, including but not limited to: • our available cash flow in the future to fund working capital, capital expenditures, acquisitions, and general corporate or other purposes could be impaired, and our ability to obtain additional financing for such purposes is limited; • a substantial portion of our cash flows could be required for debt service and, as a result, might not be available for our operations or other purposes; • any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or could force us to modify our operations or sell assets; • our ability to operate our business and our ability to repurchase stock or pay cash dividends to our stockholders may be restricted by the financial and other covenants set forth in the Indenture. • our ability to withstand competitive pressures may be decreased; and • our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory, and economic conditions.
This level of debt could have certain material adverse effects on the Company, including but not limited to: • our available cash flow in the future to fund working capital, capital expenditures, acquisitions, and general corporate or other purposes could be impaired, and our ability to obtain additional financing for such purposes is limited; • a substantial portion of our cash flows could be required for debt service and, as a result, might not be available for our operations or other purposes; • any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or could force us to modify our operations or sell assets; • our ability to operate our business and our ability to repurchase stock or pay cash dividends to our stockholders may be restricted by the financial and other covenants set forth in the Indenture. • our ability to withstand competitive pressures may be decreased; and • our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory, and economic conditions. 19 In addition, we may incur additional indebtedness in the future.
Specifically, nearly 70% of our systemwide restaurants are located in the states of California and Texas. Economic conditions, state and local laws, or government regulations affecting those states may therefore more greatly impact our results than would similar occurrences in other locations.
Specifically, approximately 70% of our systemwide restaurants are located in the states of California and Texas. Economic conditions, state and local laws, or government regulations affecting those states may therefore more greatly impact our results than would similar occurrences in other locations.
We could also become subject to fines, penalties, and other costs related to claims that we did not fully comply with all record keeping obligations of federal and state immigration compliance laws. These factors could materially adversely affect our financial results. Franchising Activities Our franchising activities are subject to federal regulations administered by the U.S.
We could also become subject to fines, penalties, and other costs related to claims that we did not fully comply with all record keeping obligations of federal and state immigration compliance laws. These factors could materially adversely affect our financial results. Franchising Activities Our franchising activities in the United States are subject to federal regulations administered by the U.S.
The impact of these factors may be exacerbated by our geographic profile, as nearly 70% of our restaurants are located in the states of California and Texas. Risks Relating to Health and Safety Food safety and food-borne illness concerns may have an adverse effect on our business by reducing demand and increasing costs.
The impact of these factors may be exacerbated by our geographic profile, as approximately 70% of our restaurants are located in the states of California and Texas. 11 Risks Relating to Health and Safety Food safety and food-borne illness concerns may have an adverse effect on our business by reducing demand and increasing costs.
The collection and use of personal information are regulated at the federal and state levels; such regulations include the California Consumer Privacy Act. We increasingly rely on cloud computing and other technologies that result in third parties holding significant amounts of customer, employee, and franchisee information on our behalf.
The collection and use of personal information are regulated at the federal and state levels; such regulations include the California Consumer Privacy Act. We increasingly rely on cloud computing and other technologies that result in third parties holding various customer, employee, and franchisee information on our behalf.
Our business could be adversely impacted by increases in labor costs, including those increases triggered by regulatory actions regarding wages, scheduling and benefits; increased health care and workers’ compensation insurance costs; increased wages and costs of other benefits necessary to attract and retain high quality employees with the right skill sets and increased wages, benefits and costs related to the COVID-19 pandemic and inflationary and other pressure on wages now being experienced.
Our business could be adversely impacted by increases in labor costs, including those increases triggered by regulatory actions regarding wages, scheduling and benefits; increased health care and workers’ compensation insurance costs; increased wages and costs of other benefits necessary to attract and retain high quality employees with the right skill sets and increased wages, benefits and costs and inflationary and other pressure on wages now being experienced.
We collect and maintain personal information about our employees and our guests and are seeking to provide our guests with new digital experiences. These digital experiences will require us to open up access into our POS systems to allow for capabilities like mobile order and pay, third party delivery, and digital menu boards.
We collect and maintain personal information about our employees and our guests and are seeking to provide our guests with new digital experiences. These digital experiences will require us to integrate into our POS systems to allow for capabilities like mobile order and pay, third party delivery, and digital menu boards.
However, we cannot control or prevent every cybersecurity risk. 18 A material failure or interruption of service, or a breach in the security of our computer systems caused by malware, ransomware or other attack, could cause reduced efficiency in operations, or other business interruptions; could negatively impact delivery of food to restaurants, or financial functions such as vendor payment, employee payroll and scheduling, franchise operations reporting, or our ability to receive customer payments through our POS or other systems, or could result in the loss or misappropriation of customer or employee data.
A material failure or interruption of service, or a breach in the security of our computer systems caused by malware, ransomware or other attack, could cause reduced efficiency in operations, or other business interruptions; could negatively impact delivery of food to restaurants, or financial functions such as vendor payment, employee payroll and scheduling, franchise operations reporting, or our ability to receive customer payments through our POS or other systems, or could result in the loss or misappropriation of customer or employee data.
Such indebtedness, along with the other contractual commitments of our Company or its subsidiaries, could adversely affect our business, financial condition and results of operations, as well as the ability of certain of our subsidiaries to meet debt payment obligations. Under the Indenture, the Master Issuer has approximately $1.8 billion of outstanding debt as of October 1, 2023.
Such indebtedness, along with the other contractual commitments of our Company or its subsidiaries, could adversely affect our business, financial condition and results of operations, as well as the ability of certain of our subsidiaries to meet debt payment obligations. Under the Indenture, the Master Issuer has approximately $1.7 billion of outstanding debt as of September 28, 2025.
These competitors may have, among other things, a more diverse menu, lower operating costs and prices, better locations, better facilities, more effective marketing, and more efficient operations than we do. Such increased competition could decrease the demand for our products and negatively affect our sales, operating results, profits, business and financial position, and prospects (collectively, our “financial results”).
These competitors may have, among other things, a more diverse menu, lower operating costs and prices, better locations, better facilities, more effective marketing, and more efficient operations than we do. Such increased competition could decrease the demand for our products and negatively affect our financial results.
The enactment of additional state or local minimum wage increases above federal wage rates or regulations related to non-exempt employees has increased and could continue to increase labor costs for employees across our system-wide operations. Labor related laws enacted at the federal, state, provincial or local level could increase our and our franchisees’ labor costs and decrease profitability.
The enactment of additional state or local minimum wage increases above federal wage rates or regulations related to non-exempt employees has increased and could continue to increase labor costs for employees across our system-wide operations.
In addition, regardless of whether any claims against us are valid or whether we are found to be liable, claims may be expensive to defend, and may divert management’s attention away from our operations and hurt our performance.
In addition, regardless of whether any claims against us are valid or whether we are found to be liable, claims may be expensive to defend, and may divert management’s attention away from our operations and hurt our performance. Further, adverse publicity resulting from claims against us or our franchisees may harm our business or that of our franchisees.
We intend to grow Jack in the Box and Del Taco primarily through new restaurant development by franchisees, both in existing markets and in new markets.
We intend to grow the business primarily through new restaurant development by franchisees, both in existing markets and in new markets.
Although restaurants are not directly implicated by these requirements, our suppliers may initiate or otherwise be subject to food recalls or other consequences impacting the availability of certain products, which could result in adverse publicity, or require us to take actions that could be costly for us or otherwise impact our business and financial results.
Although restaurants are not directly implicated by these requirements, our suppliers may initiate or otherwise be subject to food recalls or other consequences impacting the availability of certain products, which could result in adverse publicity, or require us to take actions that could be costly for us or otherwise impact our business and financial results. 14 Local Licensure, Zoning, and Other Regulation Each of our restaurants is subject to state and local licensing and regulation by health, sanitation, food, and workplace safety and other agencies.
As of October 1, 2023, approximately 94% of our Jack in the Box restaurants and 71% of Del Taco restaurants were franchised; therefore, our success increasingly relies on the financial success and cooperation of our franchisees, yet we have limited influence over their operations.
As of September 28, 2025, approximately 93% of our Jack in the Box restaurants and 77% of Del Taco restaurants were franchised; therefore, our success increasingly relies on the financial success and cooperation of our franchisees, yet we have limited influence over their operations.
Such laws impose registration and disclosure requirements on franchisors in the offer and sale of franchises and may also apply substantive standards to the relationship between franchisor and franchisee, including limitations on the ability of franchisors to terminate franchises and alter franchise arrangements.
Such laws impose registration and disclosure requirements on franchisors in the offer and sale of franchises and may also apply substantive standards to the relationship between franchisor and franchisee, including limitations on the ability of franchisors to terminate franchises and alter franchise arrangements. We also have franchising activities in Mexico, which are subject to regulations in that jurisdiction.
For example, competitive pressures can come from deli sections and in-store cafes of major grocery store chains, including those targeted at customers who desire high-quality food and convenience, as well as from convenience stores and other dining outlets.
Additionally, the trend toward convergence in grocery, deli, delivery, and restaurant services is increasing the number of our competitors. For example, competitive pressures can come from deli sections and in-store cafes of major grocery store chains, including those targeted at customers who desire high-quality food and convenience, as well as from convenience stores and other dining outlets.
We and our franchisees also may not be able to pass along price increases to our customers as a result of adverse economic conditions, competitive pricing, or other factors.
We and our franchisees also may not be able to pass along price increases to our customers as a result of adverse economic conditions, competitive pricing, or other factors. Therefore, variability of food and other commodity costs could adversely affect our profitability and results of operations.
If our suppliers or distributors are unable to fulfill their obligations under their contracts, it could harm our operations. We contract with a distribution network with a limited number of distribution partners located throughout the nation to provide the majority of our food distribution services. Through these arrangements, our food supplies are largely distributed through several primary distributors.
We contract with a distribution network with a limited number of distribution partners located throughout the nation to provide the majority of our food distribution services. Through these arrangements, our food supplies are largely distributed through several primary distributors.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. We cannot be certain that we will be successful in maintaining adequate internal controls over our financial reporting and financial processes in the future. We may in the future discover areas of our internal controls that need improvement.
We cannot be certain that we will be successful in maintaining adequate internal controls over our financial reporting and financial processes in the future. We may in the future discover areas of our internal controls that need improvement.
We are dependent on information technology and digital service providers and any material failure, misuse or interruption of our computer systems, supporting infrastructure, consumer-facing digital capabilities or social media platforms could adversely affect our business.
However, we cannot predict consumer acceptance or our success in implementing these digital platforms, delivery channels or systems or other technologies or their impact on our business. 18 We are dependent on information technology and digital service providers and any material failure, misuse or interruption of our computer systems, supporting infrastructure, consumer-facing digital capabilities or social media platforms could adversely affect our business.
Therefore, variability of food and other commodity costs could adversely affect our profitability and results of operations. 9 Failure to receive scheduled deliveries of high-quality food ingredients and other supplies could harm our operations and reputation.
Failure to receive scheduled deliveries of high-quality food ingredients and other supplies could harm our operations and reputation.
In addition, stringent and varied requirements of local regulators with respect to zoning, land use, and environmental factors could delay or prevent development of new restaurants in particular locations. 15 Environmental Laws We are subject to federal, state, and local environmental laws and regulations concerning the discharge, storage, handling, release, and disposal of hazardous or toxic substances, as well as local ordinances restricting the types of packaging we can use in our restaurants.
Environmental Laws We are subject to federal, state, and local environmental laws and regulations concerning the discharge, storage, handling, release, and disposal of hazardous or toxic substances, as well as local ordinances restricting the types of packaging we can use in our restaurants.
Unionization activities or labor disputes may disrupt our operations and affect our profitability. Some or all of our employees or our franchisees’ employees may elect to be represented by labor unions in the future.
Labor related laws enacted at the federal, state, provincial or local level could increase our and our franchisees’ labor costs and decrease profitability. 9 Unionization activities or labor disputes may disrupt our operations and affect our profitability. Some or all of our employees or our franchisees’ employees may elect to be represented by labor unions in the future.
As a result, we may be required to close or relocate a restaurant, which could subject us to construction and other costs and risks and may have an adverse effect on our operating performance. 14 We have a limited number of suppliers for our major products and rely on a distribution network with a limited number of distribution partners for the majority of our national distribution program.
As a result, we may be required to close or relocate a restaurant, which could subject us to construction and other costs and risks and may have an adverse effect on our operating performance.
We also have business continuity plans that attempt to anticipate and mitigate failures.
We also have business continuity plans that attempt to anticipate and mitigate failures. However, we cannot control or prevent every cybersecurity risk.
However, there are types of losses that we may incur that cannot be insured against or that we believe are not economically reasonable to insure.
However, there are types of losses that we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business and results of operations.
Additionally, the success of certain of our strategic initiatives, including to expand our consumer-facing digital capabilities to connect with customers and drive growth, is highly dependent on our technology systems and digital service providers. 19 Risks Related to Our Capital Structure The securitized debt instruments issued by certain of our wholly-owned subsidiaries have restrictive terms, and any failure to comply with such terms could result in default, which could harm the value of our brand and adversely affect our business.
Risks Related to Our Capital Structure The securitized debt instruments issued by certain of our wholly-owned subsidiaries have restrictive terms, and any failure to comply with such terms could result in default, which could harm the value of our brand and adversely affect our business.
Although we believe that alternative supply and distribution sources are available, there can be no assurance that we will be able to identify or negotiate with such sources on terms that are commercially reasonable to us. Risks Related to Legal and Regulatory Risks Increasing regulatory and legal complexity may adversely affect restaurant operations and our financial results.
Although we believe that alternative supply and distribution sources are available, there can be no assurance that we will be able to identify or negotiate with such sources on terms that are commercially reasonable to us. 13 The pending sale of Del Taco may not be completed on the anticipated terms or timeline, or at all, and may involve risks and uncertainties that could adversely affect our business, financial condition, and results of operations.
We may pursue certain of those technologies and consumer offerings if we believe they offer a sustainable guest proposition and can be successfully integrated into our business model. However, we cannot predict consumer acceptance or our success in implementing these digital platforms, delivery channels or systems or other technologies or their impact on our business.
We may pursue certain of those technologies and consumer offerings if we believe they offer a sustainable guest proposition and can be successfully integrated into our business model.
The securitization transaction documents impose certain restrictions on our activities or the activities of our subsidiaries, and the failure to comply with such restrictions could adversely affect our business.
If new debt or other liabilities are added to our current consolidated debt levels, the related risks that it now faces could intensify. The securitization transaction documents impose certain restrictions on our activities or the activities of our subsidiaries, and the failure to comply with such restrictions could adversely affect our business.
We franchise our brands to various franchisees. While we try to ensure that the quality of our brands are maintained by all franchisees, we cannot assure that all franchisees will uphold brand standards so as not to harm the value of our intellectual property or our reputation.
While we try to ensure that the quality of our brands is maintained by all franchisees, we cannot assure that all franchisees will uphold brand standards so as not to harm the value of our intellectual property or our reputation. 16 We are subject to increasing legal complexity and may be subject to claims or lawsuits that are costly to defend and could result in our payment of substantial damages or settlement costs.
However, other factors that we do not anticipate or that we do not consider material based on currently available information may also have an adverse effect on our results.
However, other factors that we do not anticipate or that we do not consider material based on currently available information may also have an adverse effect on our results. Risks Related to Macroeconomic and Industry Conditions Changes in the availability of and the cost of labor could adversely affect our business.
In particular, we operate in the quick service restaurant chain segment, in which we face a number of established competitors, as well as frequent new entrants to the segment nationally and in regional markets. Some of our competitors have significantly greater financial, marketing, technological, personnel, and other resources than we do.
Our competition includes a large number of national and regional restaurant chains, as well as locally owned and independent businesses. In particular, we operate in the quick service restaurant chain segment, in which we face a number of established competitors, as well as frequent new entrants to the segment nationally and in regional markets.
As a result, the Company’s stockholders could lose confidence in our financial results, which could harm our business and the value of the Company’s common shares. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.
If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, the Company’s stockholders could lose confidence in our financial results, which could harm our business and the value of the Company’s common shares.
We are impacted by consumer confidence, which is, in turn, influenced by general economic conditions and discretionary income levels. A material decline in consumer confidence or a decline in family “food away from home” spending could cause our financial results to decline.
A material decline in consumer confidence or a decline in family “food away from home” spending could cause our financial results to decline.
Additionally, some of our produce, meats, and restaurant supplies are sourced from outside the United States. Any new or increased import duties, tariffs, or taxes, or other changes in U.S. trade or tax policy, could result in higher food and commodity costs that would adversely impact our financial results.
Any new or increased import duties, tariffs, or taxes, or other changes in U.S. trade or tax policy, could result in higher food and commodity costs that would adversely impact our financial results. 8 Weather and climate related issues, such as freezes or drought, may lead to temporary or even longer-term spikes in the prices of some ingredients such as produce and meats, or of livestock feed.
Our highly-franchised business model presents a number of risks, and the failure of our franchisees to operate successful and profitable restaurants could negatively impact our business.
Our inability to expand in accordance with our plans or to manage the risks associated with our growth could have a material adverse effect on our results of operations and financial condition. Our highly-franchised business model presents a number of risks, and the failure of our franchisees to operate successful and profitable restaurants could negatively impact our business.
The food service industry is highly competitive with respect to price, service, location, product offering, image and attractiveness of the facilities, personnel, advertising, brand identification, and food quality. Our competition includes a large number of national and regional restaurant chains, as well as locally owned and independent businesses.
Risks Related to the Restaurant Industry We face significant competition in the food service industry and our inability to compete may adversely affect our business. The food service industry is highly competitive with respect to price, service, location, product offering, image and attractiveness of the facilities, personnel, advertising, brand identification, and food quality.
In addition, many of our competitors have greater name recognition nationally or in some of the local or regional markets in which we have restaurants. Additionally, the trend toward convergence in grocery, deli, delivery, and restaurant services is increasing the number of our competitors.
Some of our competitors have significantly greater financial, marketing, technological, personnel, and other resources than we do. In addition, many of our competitors have greater name recognition nationally or in some of the local or regional markets in which we have restaurants.
Local Licensure, Zoning, and Other Regulation Each of our restaurants is subject to state and local licensing and regulation by health, sanitation, food, and workplace safety and other agencies. We may experience material difficulties, delays, or failures in obtaining the necessary licenses or approvals for new restaurants, which could delay planned restaurant openings.
We may experience material difficulties, delays, or failures in obtaining the necessary licenses or approvals for new restaurants, which could delay planned restaurant openings. In addition, stringent and varied requirements of local regulators with respect to zoning, land use, and environmental factors could delay or prevent development of new restaurants in particular locations.
Risks Related to Information and Technology We are subject to the risk of cybersecurity breaches, intrusions, data loss, or other data security incidents. We and our franchisees rely on computer systems and information technology to conduct our business.
We and our franchisees rely on computer systems and information technology to conduct our business.
In addition, our wages and benefits programs may be insufficient to attract and retain the top performing employees especially in a rising wage market. Changes in consumer confidence and declines in general economic conditions could negatively impact our financial results. The restaurant industry depends on consumer discretionary spending.
Changes in consumer confidence and declines in general economic conditions could negatively impact our financial results. The restaurant industry depends on consumer discretionary spending. We are impacted by consumer confidence, which is, in turn, influenced by general economic conditions and discretionary income levels.
For example, we may be required to retain the services of various professionals to advise us on activist stockholder matters, including legal, financial, and communications advisers, the costs of which may negatively impact our future financial results.
For example, we may be required to engage legal, financial, and communications advisers to assist in responding to the proxy contest, and these costs may adversely impact our financial results. Furthermore, the market’s perception of the proxy contest or the activist stockholder’s campaign could cause volatility or stagnation in the trading price of our common stock.
Removed
Risks Related to Macroeconomic and Industry Conditions The COVID-19 pandemic has disrupted and may continue to disrupt our business, which has affected and could continue to materially affect our operations, financial condition, and results of operations for an extended period of time.
Added
Additionally, some of our produce, meats, and restaurant supplies are sourced from outside the United States.
Removed
The COVID-19 pandemic outbreak, federal, state and local government responses to COVID-19 and our responses to the outbreak have all disrupted and may continue to disrupt our business.
Added
We have a limited number of suppliers for our major products and rely on a distribution network with a limited number of distribution partners for the majority of our national distribution program. If our suppliers or distributors are unable to fulfill their obligations under their contracts, it could harm our operations.
Removed
Our operating results substantially depend upon our sales volumes, restaurant profitability, and financial stability, and to the extent we and/or our franchisees experience financial distress due to the COVID-19 pandemic, our operating results may be adversely impacted, potentially materially affecting our liquidity, financial condition, or results of operations.
Added
On October 15, 2025, we entered into a definitive agreement to sell Del Taco to Yadav Enterprises, Inc. for an aggregate purchase price of $115 million, subject to customary adjustments. The completion of the sale is subject to various closing conditions, including regulatory approvals, third-party consents, financing, etc., many of which are beyond our control.
Removed
Our business has been disrupted and could be further disrupted to the extent our suppliers, distributors, and/or third-party delivery partners are adversely impacted by the COVID-19 pandemic.
Added
There can be no assurance that these conditions will be satisfied in a timely manner, or at all.
Removed
If our suppliers, distributors, and/or third-party delivery partners experience labor shortages or their employees are unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, we could face cost increases, shortages of food items, shortages of delivery services, and/or shortages of other supplies across our restaurants, and our results could be adversely impacted by such interruptions.
Added
If the transaction is not completed, we may be subject to various risks, including incurring significant transaction costs without realizing the anticipated benefits of the sale, potential disruption to the business unit’s operations and employee relationships, and negative reactions from customers, suppliers, or other business partners.
Removed
The COVID-19 outbreak also may have the effect of heightening many other risks disclosed herein, including, but not limited to, those related to consumer confidence, increase in food and commodity costs, supply chain interruptions, labor availability and cost, cybersecurity incidents, increased indebtedness, regulatory and legal complexity, governmental regulations, and our stock price.
Added
Even if the sale is completed, we may not realize the expected strategic or financial benefits. We could face transitional challenges, including potential loss of revenue or synergies, costs associated with separation activities, and the diversion of management’s attention from ongoing operations.
Removed
Changes in the availability of and the cost of labor could adversely affect our business.
Added
In addition, the sale could result in the recognition of material accounting charges or changes to our tax position, which could adversely affect our results of operations in the period in which the transaction closes.
Removed
Furthermore, we have experienced, and could continue to experience, a shortage of labor for restaurant positions, including due to concerns around and illnesses arising from COVID-19 and its various novel variants and other factors, which could decrease the pool of available qualified 8 talent for key functions and require restaurants to operate on reduced hours.
Added
If the transaction is delayed or fails to close, or if the post-closing transition is more difficult or costly than anticipated, our business, financial condition, and results of operations could be materially and adversely affected. Risks Related to Legal and Regulatory Risks Increasing regulatory and legal complexity may adversely affect restaurant operations and our financial results.
Removed
Weather and climate related issues, such as freezes or drought, may lead to temporary or even longer-term spikes in the prices of some ingredients such as produce and meats, or of livestock feed.
Added
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting.
Removed
Such losses could have a material adverse effect on our business and results of operations. 10 Risks Related to the Restaurant Industry We face significant competition in the food service industry and our inability to compete may adversely affect our business.
Added
We are currently engaged in a proxy contest with an activist stockholder who has notified us of its intention to nominate two candidates for election to our Board of Directors at our upcoming annual meeting of stockholders.
Removed
Our inability to expand in accordance with our plans or to manage the risks associated with our growth could have a material adverse effect on our results of operations and financial condition. Our business and Del Taco’s business may not be integrated successfully, or such integration may be more difficult, time consuming, or costly than expected.
Added
Responding to this proxy contest, and any related activist stockholder activities, could require significant time, attention, and resources from our management and Board, and may result in substantial legal, advisory, and administrative expenses.
Removed
Operating costs, customer loss, and business disruption, including difficulties maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected. The combination of two independent businesses can be complex, costly, and time-consuming, and it may divert significant management attention and resources to combining ours and Del Taco’s business practices and operations.
Added
Even if we prevail in the proxy contest, the process of defending against such activities could divert management’s focus from operating our business and implementing our strategic initiatives, which could adversely affect our business, financial condition, and results of operations. 17 Risks Related to Information and Technology We are subject to the risk of cybersecurity breaches, intrusions, data loss, or other data security incidents.
Removed
This process may disrupt our business or otherwise impact our ability to compete. The failure to meet the challenges involved in combining ours and Del Taco’s business and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.
Added
Additionally, the success of certain of our strategic initiatives, including to expand our consumer-facing digital capabilities to connect with customers and drive growth, is highly dependent on our technology systems and digital service providers.
Removed
The overall combination of ours and Del Taco’s business may also result in material unanticipated problems, expenses, liabilities, competitive responses and impacts, and loss of customer and other business relationships.
Removed
The difficulties of combining the operations of the companies, include, among others: • diversion of management attention to integration matters; • difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure, supplier and vendor arrangements and financial reporting and internal control systems; • challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies; • differences in control environments and cultures, and the potential identification of material weaknesses while we work to integrate and align policies, principles and practices; • alignment of key performance measurements may result in a greater need to communicate and manage clear expectations while we work to integrate and align policies and practices; • difficulties in integrating employees and attracting and retaining key personnel; 13 • the transition to a combined management team, and the need to address possible differences in corporate cultures and management philosophies; • challenges in retaining existing customers and obtaining new customers; • difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from the combination; and • difficulties in managing the expanded operations of a significantly larger and more complex company.

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Item 2. Properties

Properties — owned and leased real estate

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For Jack in the Box, approximately 13% of the leases provide for contingent rental payments between 1% and 10% of the restaurant’s gross sales once certain thresholds are met. For Del Taco, approximately 31% of the leases provide for contingent rental payments between 2% and 12% of the restaurant’s gross sales once certain thresholds are met.
For Jack in the Box, approximately 13% of the leases provide for contingent rental payments between 1% and 10% of the restaurant’s gross sales once certain thresholds are met. For Del Taco, approximately 34% of the leases provide for contingent rental payments between 2% and 12% of the restaurant’s gross sales once certain thresholds are met.
We also lease an office, consisting of approximately 40,000 square feet in Lake Forest, California.
We also lease an office, consisting of approximately 14,000 square feet in Lake Forest, California.
PROPERTIES The following table sets forth information about our restaurant locations (by segment, by state) for all restaurants in operation as of October 1, 2023: Del Taco Jack in the Box Company- Operated Franchise Total Company- Operated Franchise Total Alabama — 1 1 — — — Arizona — 39 39 5 173 178 California 148 210 358 97 846 943 Colorado — 20 20 — 17 17 Florida 1 6 7 — — — Georgia 12 11 23 — — — Hawaii — — — — 28 28 Idaho — 11 11 — 33 33 Illinois — — — — 11 11 Indiana — — — — 3 3 Kansas — — — 5 — 5 Kentucky — — — 1 — 1 Louisiana — — — — 16 16 Michigan — 10 10 — — — Mississippi — 1 1 — — — Missouri — — — 3 34 37 Nevada — 45 45 — 79 79 New Mexico — 13 13 — 8 8 North Carolina — — — — 18 18 Ohio — 4 4 — 2 2 Oklahoma 10 — 10 8 7 15 Oregon — 9 9 — 41 41 South Carolina — — — — 8 8 Tennessee — — — — 4 4 Texas — — — 22 563 585 Utah — 35 35 1 5 6 Washington — 6 6 — 146 146 Guam — — — — 2 2 171 421 592 142 2,044 2,186 Of the total 592 Del Taco and 2,186 Jack in the Box restaurants, our interest in restaurant properties consists of the following: Del Taco Jack in the Box Company- Operated Franchise Total Company- Operated Franchise Total Company-owned restaurant buildings: On company-owned land — — — 11 178 189 On leased land 1 — 1 49 543 592 Subtotal 1 — 1 60 721 781 Company-leased restaurant buildings on leased land 170 153 323 82 987 1,069 Franchise directly-owned or directly-leased restaurant buildings — 268 268 — 336 336 Total restaurant buildings 171 421 592 142 2,044 2,186 22 Our restaurant leases generally provide for fixed rental payments (with cost-of-living index adjustments) plus real estate taxes, insurance, and other expenses.
PROPERTIES The following table sets forth information about our restaurant locations (by segment, by state) for all restaurants in operation as of September 28, 2025: Del Taco Jack in the Box Company- Operated Franchise Total Company- Operated Franchise Total Alabama — 2 2 — — — Arizona — 38 38 5 164 169 California 94 257 351 96 845 941 Colorado 17 2 19 — 17 17 Florida 3 11 14 — — — Georgia — 13 13 — — — Hawaii — — — — 29 29 Idaho — 10 10 — 33 33 Illinois — — — 10 11 21 Indiana — — — — 4 4 Kentucky — — — 2 1 3 Louisiana — — — — 15 15 Michigan 9 1 10 — — — Mississippi — 1 1 — — — Missouri — — — — 29 29 Nevada — 43 43 — 79 79 New Mexico — 10 10 — 8 8 North Carolina — 1 1 — 17 17 Ohio — 3 3 — 2 2 Oklahoma 9 — 9 6 7 13 Oregon — 8 8 — 41 41 South Carolina — — — — 8 8 Tennessee — — — — 4 4 Texas — — — 23 526 549 Utah — 37 37 8 10 18 Virginia — 1 1 — — — Washington — 6 6 — 131 131 Guam — — — — 2 2 Mexico — — — — 3 3 132 444 576 150 1,986 2,136 Of the total Del Taco and Jack in the Box restaurants, our interest in restaurant properties consists of the following: Del Taco Jack in the Box Company- Operated Franchise Total Company- Operated Franchise Total Company-owned restaurant buildings: On company-owned land 2 — 2 8 156 164 On leased land 30 39 69 55 510 565 Subtotal 32 39 71 63 666 729 Company-leased restaurant buildings on leased land 100 160 260 87 933 1,020 Franchise directly-owned or directly-leased restaurant buildings — 245 245 — 387 387 Total restaurant buildings 132 444 576 150 1,986 2,136 22 Our restaurant leases generally provide for fixed rental payments (with cost-of-living index adjustments) plus real estate taxes, insurance, and other expenses.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Previously, from June 2019 until February 2021, he served as the Chief Brand Officer for GNC Holdings, LLC, a health, wellness, and nutrition brand. Prior to that, from June 2015 to June 2019, he served as the Chief Digital Officer of Yum Brands Inc. Mr.
Ostrom has over 15 years of marketing and branding experience. Previously, from June 2019 until February 2021, he served as the Chief Brand Officer for GNC Holdings, LLC, a health, wellness, and nutrition brand. Prior to that, from June 2015 to June 2019, he served as the Chief Digital Officer of Yum Brands Inc. Mr.
Piano has also held leadership positions with Lehman Brothers, Citibank, and others. Ms. Super has been Senior Vice President, Chief Legal and Risk Officer since March 2020, served as Senior Vice President, General Counsel since November 2019, and previously served as Vice President and Associate General Counsel from May 2018 until November 2019.
She previously served as Senior Vice President, Chief Legal and Risk Officer since March 2020, served as Senior Vice President, General Counsel since November 2019, and previously served as Vice President and Associate General Counsel from May 2018 until November 2019.
Cook held several positions at Sonic, applying leading-edge technologies and analytics to grow the company’s innovation and market position. Mr. Darden has been Senior Vice President and Chief Operating Officer since June 2021. He has more than 20 years of cross functional executive leadership experience.
Cook held several positions at Sonic, applying leading-edge technologies and analytics to grow the company’s innovation and market position. Mr. Ingram has been Senior Vice President, Chief Development Officer since August 2025.
Hooper has more than 29 years in experience in accounting and finance. Ms. Hooper received her bachelor’s degree in accounting from University of San Diego from the Knauss School of Business. Mr.
Hooper has more than 30 years in experience in accounting and finance. Ms. Hooper received her bachelor’s degree in accounting from University of San Diego from the Knauss School of Business. Mr. Ostrom has been Executive Vice President, Chief Customer & Digital Officer since November 2023, and previously served as Executive Vice President, Chief Marketing Officer since February 2021. Mr.
Prior to joining the Company in December 2013, she was a partner at the law firm of Gordon & Rees. Ms. Super has more than 15 years of legal experience. 24 PART II
Prior to joining the Company in December 2013, she was a partner at the law firm of Gordon & Rees. Ms. Super has more than 15 years of legal experience. Mr. Cook has been Senior Vice President and Chief Technology Officer since October 2021. He has more than 20 years of industry experience leading guest and employee-facing platforms. Mr.
Information about our Executive Officers The following table sets forth the name, age, position, and years with the Company of each person who is an executive officer of Jack in the Box Inc. as of October 1, 2023: Name Age Positions Years with the Company Darin Harris 54 Chief Executive Officer 3 Brian Scott 54 Executive Vice President, Chief Financial Officer — Ryan Ostrom 48 Executive Vice President, Chief Marketing Officer 2 Doug Cook 50 Senior Vice President, Chief Technology Officer 1 Tony Darden 53 Senior Vice President, Chief Operating Officer 2 Dean Gordon 61 Senior Vice President, Chief Supply Chain Officer 14 Dawn Hooper 53 Senior Vice President, Controller 23 Tim Linderman 54 Senior Vice President, Chief Development Officer 2 Steven Piano 58 Senior Vice President, Chief People Officer 2 Sarah Super 47 Senior Vice President, Chief Legal and Risk Officer 10 The following sets forth the business experience of each executive officer for at least the last five years: Mr.
Information about our Executive Officers The following table sets forth the name, age, position, and years with the Company of each person who is an executive officer of Jack in the Box Inc. as of September 28, 2025: Name Age Positions Years with the Company Lance Tucker (1) 56 Chief Executive Officer 3 Dawn Hooper 55 Executive Vice President, Chief Financial Officer 25 Ryan Ostrom 50 Executive Vice President, Chief Customer & Digital Officer 4 Sarah Super 49 Executive Vice President, Chief Legal and Administrative Officer 12 Doug Cook 52 Senior Vice President, Chief Technology Officer 3 Van Ingram 60 Senior Vice President, Chief Development Officer 3 Carl Mount 62 Senior Vice President, Chief Supply Chain Officer 1 Steven Piano 60 Senior Vice President, Chief People Officer 4 ________________________ (1) The years with the company for Mr.
He most recently served as the Chief Human Resources Officer at GNC Holdings, LLC, a health, wellness, and nutrition brand, from January 2018 to April 2021. Prior to that, Mr. Piano was the Chief Human Resource Officer for MoneyGram International Inc., an American cross-border P2P payments and money transfer company, from August 2009 until April 2017. Mr.
He has over ten years of experience in leadership roles as Chief People Officer and Human Resource Officer. He most recently served as the Chief Human Resources Officer at GNC Holdings, LLC, a health, wellness, and nutrition brand, from January 2018 to April 2021. Prior to that, Mr.
Ostrom also has held roles at Kenmore, Craftsman & DieHard at Sears Holding Corporation, and Reebok. Mr. Cook has been Senior Vice President and Chief Technology Officer since October 2021. He has more than 20 years of industry experience leading guest and employee-facing platforms. Mr.
Ostrom also has held roles at Kenmore, Craftsman & DieHard at Sears Holding Corporation, and Reebok. 23 Ms. Super has been Executive Vice President, Chief Legal and Administrative Officer since March 2025.
Scott received his bachelor’s degree in accounting from California Polytechnic State University, San Luis Obispo and a Master of Business Administration from the McCombs School of Business at the University of Texas at Austin. 23 Mr. Ostrom has been Executive Vice President and Chief Marketing Officer since February 2021. Mr. Ostrom has over 15 years of marketing and branding experience.
Mount received his bachelor’s degree in Business Administration at the University of Southern California’s Marshall School of Business and his MBA from the Santa Clara University Leavey School of Business. Mr. Piano has been Senior Vice President, Chief People Officer since April 2021.
Most recently, he served as the President of Mooyah, LLC, a privately held American fast casual hamburger restaurant chain headquartered in Plano, TX from April 2019 until June 2021. Prior to that, from May 2017 until April 2019, Mr. Darden served as the Chief Operating Officer of Taco Bueno Restaurants, L.P.
Mount served as the Chief Supply Chain Officer for Zaxby’s, a privately held American fast casual chicken restaurant chain headquartered in Atlanta, GA. Prior to that, from 2017 until January 2023, Mr. Mount served as the Senior Vice President, Supply Chain Operations and Senior Vice President, Logistics and US Retail Supply Chain with Starbucks Coffee Company.
Gordon also held a number of positions at Prandium, Inc., an operator of multiple restaurant concepts, from October 1994 to August 2000. Mr. Gordon has over 25 years of Supply Chain Management experience. Ms. Hooper has been Senior Vice President, Controller since December 2022, and has been with Jack in the Box since October 2000.
Mr. Tucker has over 20 years of corporate finance experience. Mr. Tucker graduated from Transylvania University with a bachelor’s degree in Accounting. Ms. Hooper has been Executive Vice President, Chief Financial Officer since May 2025, and has been with Jack in the Box since October 2000.
Removed
Harris has been Chief Executive Officer since June 2020. He was previously Chief Executive Officer of North America for flexible working company, IWG PLC, Regus, North America, from April 2018 to May 2020. Prior to that, from August 2013 to January 2018, Mr. Harris served as Chief Executive Officer of CiCi’s Enterprises LP. For just under five years, Mr.
Added
Tucker includes prior employment with Company. Please see full listing of experience noted below. The following sets forth the business experience of each executive officer for at least the last five years: Mr. Tucker has been Chief Executive Officer since March 2025 and served as the Company’s interim principal executive officer since February 2025.
Removed
Harris also served as Chief Operating Officer for Primrose Schools from November 2008 to July 2013. He previously held franchise leadership roles as Senior Vice President at Arby’s Restaurant Group, Inc, from June 2005 to October 2008 and Vice President, Franchise and Corporate Development at Captain D’s Seafood, Inc., from May 2000 to January 2004.
Added
He started as the Company’s Executive Vice President, Chief Financial Officer in January 2025. Mr. Tucker previously served in that same role as the Company’s Executive Vice President, Chief Financial Officer from March 2018 to September 2020.
Removed
He was also a prior franchise operator of multiple Papa John’s Pizza and Qdoba Mexican Grill restaurants from November 2002 to June 2005. Mr. Harris has more than 25 years of leadership experience in the restaurant industry encompassing operations, franchising, brand strategy and restaurant development. Mr. Scott was hired as Executive Vice President and Chief Financial Officer in August 2023.
Added
Prior to rejoining the Company, from January 2022 until December 2025 he served as the Chief Financial Officer of Davidson Hotel Company LLC, from September 2020 until January 2022 served as the Chief Financial Officer of CKE Restaurants Holdings, Inc., and from June 2009 until February 2018 he held several senior finance and accounting leadership positions at Papa John’s International, Inc., including as Senior Vice President, Chief Financial Officer from February 2011 to February 2018.
Removed
Mr. Scott has more than 20 years of experience leading large companies, both public and private. Mr. Scott most recently served as the Chief Financial Officer of ShiftKey and prior to that he served as Chief Financial Officer of AMN Healthcare for over 10 years. In his prior roles, Mr.
Added
He previously served as Interim Chief Development Officer since June 2025, served as Vice President, Franchise Development since October 2023, and served as Vice President, Franchise Recruitment from February 2022 until October 2023. Mr. Ingram has over 30 years experience selling franchise territories and launching new markets for several brands. Mr.
Removed
Scott oversaw accounting, finance, corporate financial planning and analysis, capital funding, investor relations and internal audit functions as well as certain shared services operations. Mr. Scott started his career with KPMG LLP and was also a partner in a mid-sized CPA firm. Mr. Scott currently serves on the private-equity backed boards of Thriveworks and Hueman. Mr.
Added
Ingram has held several leadership positions in restaurant development and franchising, including for Wingstop Restaurants, Inc., Golden Corral Corporation, Taco John’s International, Inc., Arby’s Restaurant Group, Quiznos, and Yum! Brands. Mr. Ingram received his master’s degree in Business Administration at Virginia Tech’s Pamplin College of Business. Mr.
Removed
(“Taco Bueno”), a privately held quick serve restaurant chain headquartered in Farmers Branch, TX that operates Tex-Mex style restaurants throughout the American South and Southwest. Through its acquisition of Taco Bueno, from December 2018 until April 2019, Mr.
Added
Mount has been Senior Vice President, Chief Supply Chain Officer since August 2024 and brings over 30 years of experience in U.S. and global supply chain management and procurement. Most recently, from January 2023 until August 2024, Mr.
Removed
Darden also served as the Chief Operating Officer of Sun Holdings, Inc., a multi-concept franchisee based in Dallas, TX which owns and operates restaurants across eight states among different brands including Arby’s, Burger King, CiCi’s Pizza, Golden Corral, Krispy Kreme, Popeyes, and Taco Bueno.
Added
From 2011 to 2017, Mr. Mount served as the Global Chief Supply Chain Officer with Yum! Brands where he focused heavily on margin improvements for the company’s three international brands. Prior to joining Yum! Brands, in addition to spending a period of time consulting, Mr. Mount held leadership roles in consumer products manufacturing with Coca-Cola and PepsiCo. Mr.
Removed
From February 2011 to May 2017, he served as the Vice President of Operation of Panera, LLC, an American chain store of bakery-café casual restaurants. Mr. Darden received his Bachelor of Arts, Interpersonal Communications from Azusa Pacific University. Mr. Gordon has been Senior Vice President, Chief Supply Chain Officer since November 2019.
Added
Piano was the Chief Human Resource Officer for MoneyGram International Inc., an American cross-border P2P payments and money transfer company, from August 2009 until April 2017. Mr. Piano has also held leadership positions with Lehman Brothers, Citibank, and others. 24 PART II
Removed
He previously served as its Vice President and Chief Supply Chain Officer from July 2017 to November 2019. He was previously Vice President of Supply Chain Services since October 2012, and Division Vice President of Purchasing from February 2009 to October 2012. Prior to joining the Company in February 2009, Mr.
Removed
Gordon was Vice President of Supply Chain Management for Potbelly Sandwich Works from December 2005 to February 2009, and he held various positions with Applebee’s International from August 2000 to December 2005, most recently as Executive Director of Procurement. Mr.
Removed
Linderman has been Senior Vice President, Chief Development Officer since April 2022, and previously held the position of Senior Vice President, Chief Franchise and Corporate Development Officer since August 2021. He held the position of Senior Vice President, Franchise and Corporate Development from October 2020 through July 2021. He has over 18 years of experience in the franchise industry.
Removed
He most recently served as Chief Development Officer of Ascent Hospitality Management, LLC, a restaurant management company, from July 2019 to October 2020.
Removed
Prior to that, from January 2014 until July 2019, he was the Chief Development Officer at Global Franchise Group, LLC, where he oversaw franchise sales, real estate, and construction for Great American Cookies, Marble Slab Creamery, Pretzelmaker, MaggieMoo’s Ice Cream and Treatery and Hot Dog on a Stick.
Removed
Before that, he was the Director of Franchise Development for Primrose School Franchising Company and held that same position at Arby’s. Mr. Piano has been Senior Vice President, Chief People Officer since April 2021. He has over ten years of experience in leadership roles as Chief People Officer and Human Resource Officer.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information. Our common stock is traded on the NASDAQ Global Select Market under the symbol “JACK.” Dividends. In fiscal 2023, the Board of Directors declared four cash dividends of $0.44.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information. Our common stock is traded on the NASDAQ Global Select Market under the symbol “JACK.” Dividends. In fiscal 2025, the Board of Directors declared two cash dividends of $0.44.
The below comparison assumes $100 was invested on September 30, 2018 in the Company’s common stock and in the comparison groups and assumes reinvestment of dividends. The Company uses a Peer Group to assess the competitive pay levels of our senior executives, and to evaluate program design element s.
The below comparison assumes $100 was invested on September 30, 2020 in the Company’s common stock and in the comparison groups and assumes reinvestment of dividends. The Company uses a Peer Group to assess the competitive pay levels of our senior executives, and to evaluate program design elements.
(2) The 2023 Peer Group Index includes the following seventeen companies: BJ's Restaurants Inc.; Bloomin’ Brands, Inc.; Brinker Int’l, Inc.; Cheesecake Factory Inc.; Chipotle Mexican Grill, Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.
(2) The 2025 Peer Group includes the following sixteen companies: BJ's Restaurants Inc.; Bloomin’ Brands, Inc.; Brinker Int’l, Inc.; Cheesecake Factory Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (b) Weighted-average exercise price of outstanding options (1) (c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (2) 587,641 $94.92 2,597,343 ________________________ (1) Includes shares issuable in connection with our outstanding stock options, performance share awards, nonvested stock units, and non-management director deferred stock equivalents.
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (b) Weighted-average exercise price of outstanding options (1) (c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (2) 812,237 $75.23 1,078,550 ________________________ (1) Includes shares issuable in connection with our outstanding stock options, performance share awards, nonvested stock units, and non-management director deferred stock equivalents.
Our dividend is subject to the discretion and approval of our Board of Directors and our compliance with applicable law, and depends upon, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, and other factors that our Board of Directors may deem relevant. Stock Repurchases.
Our dividend is subject to the discretion and approval of our Board of Directors and our compliance with applicable law, and depends upon, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, and other factors that our Board of Directors may deem relevant. As previously announced, the Company has discontinued its dividend.
As of November 16, 2023, there were 517 stockholders of record. Securities Authorized for Issuance Under Equity Compensation Plans . The following table summarizes the equity compensation plans under which Company common stock may be issued as of October 1, 2023. Stockholders of the Company have approved all plans requiring such approval.
As of November 13, 2025, there were 521 stockholders of record. Securities Authorized for Issuance Under Equity Compensation Plans . The following table summarizes the equity compensation plans under which Company common stock may be issued as of September 28, 2025. Stockholders of the Company have approved all plans requiring such approval.
The following table sets forth information on our share repurchases of our common stock during the fourth quarter of 2023 ( dollars in thousands, except per share data ): (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced programs (d) Maximum dollar value that may yet be purchased under these programs $ 114,971 July 10, 2023 - August 6, 2023 — $ — — $ 114,971 August 7, 2023 - September 3, 2023 353,993 $ 80.43 353,993 $ 86,499 September 4, 2023 - October 1, 2023 18,833 $ 81.11 18,833 $ 84,971 Total 372,826 372,826 Stockholders.
The following table sets forth information on our share repurchases of our common stock during the fourth quarter of 2025 ( dollars in thousands, except per share data ): (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced programs (d) Maximum dollar value that may yet be purchased under these programs $ 175,001 July 7, 2025 - August 3, 2025 — $ — — $ 175,001 August 4, 2025 - August 31, 2025 — $ — — $ 175,001 September 1, 2025 - September 28, 2025 — $ — — $ 175,001 Total — — Stockholders.
In its annual review of the Peer Group Index used to benchmark executive compensation for our executive officers, the Compensation Committee of the Board of Directors, in consultation with its independent compensation consultant, approved changes to the Peer Group Index to include companies that more closely aligned with our financial selection criteria and are highly-franchised. 2018 2019 2020 2021 2022 2023 Jack in the Box Inc. $100 $111 $98 $122 $95 $91 S&P 500 Index $100 $104 $120 $156 $132 $160 2022 Peer Group (1) $100 $121 $138 $176 $139 $168 2023 Peer Group (2) $100 $120 $137 $175 $138 $167 ________________________ (1) The 2022 Peer Group Index includes the following seventeen companies: BJ's Restaurants Inc.; Carrols Restaurant Group, Inc.; Cheesecake Factory Inc.; Chipotle Mexican Grill, Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Red Robin Gourmet Burgers, Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.
In its annual review of the Peer Group Index used to benchmark executive compensation for our executive officers, the Compensation Committee of the Board of Directors, in consultation with its independent compensation consultant, approved changes to the Peer Group Index to include companies that more closely aligned with our financial selection criteria and are highly-franchised. 2020 2021 2022 2023 2024 2025 Jack in the Box Inc. $100 $125 $97 $93 $64 $28 S&P 500 Index $100 $130 $110 $134 $182 $214 2024 Peer Group (1) $100 $128 $101 $122 $173 $137 2025 Peer Group (2) $100 $119 $91 $109 $142 $128 ________________________ (1) The 2024 Peer Group includes the following seventeen companies: BJ's Restaurants Inc.; Bloomin’ Brands, Inc.; Brinker Int’l, Inc.; Cheesecake Factory Inc.; Chipotle Mexican Grill, Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Significant assumptions used to determine fair value under the guideline public company method include the selection of guideline companies and the valuation multiples applied. In the process of a quantitative test, if necessary, of the Del Taco trademark intangible asset, we primarily use the relief from royalty method under the income approach method of valuation.
Significant assumptions used to determine fair value under the guideline public company method include the selection of guideline companies and the valuation multiples applied. In the process of a quantitative test, if necessary, of the Del Taco trademark intangible asset, we use the relief from royalty method under the income approach method of valuation.
Operating and Finance Leases — Refer to Note 8, Leases, of the notes to the consolidated financial statements for further information of our obligations and the timing of expected payments. Purchase Commitments — Purchase obligations includes non-cancelable purchase commitments related to information technology agreements and volume commitments for beverage products.
Operating and Finance Leases — Refer to Note 8, Leases, of the notes to the consolidated financial statements for further information of our obligations and the timing of expected payments. Purchase Commitments — Purchase obligations includes non-cancelable purchase commitments related to information technology agreements , food agreements and volume commitments for beverage products.
In performing a quantitative test for impairment of goodwill, we primarily use the income approach method of valuation that includes the discounted cash flow method and the market approach that includes the guideline public company method to determine the fair value of the reporting unit.
In performing a quantitative test for impairment of goodwill, we use the income approach method of valuation that includes the discounted cash flow method and the market approach that includes the guideline public company method to determine the fair value of the reporting unit.
As of October 1, 2023, the Master Issuer had restricted cash of $28.3 million, which primarily represented cash collections and cash reserves held by the trustee to be used for payments of interest and commitment fees required for the Class A-2 Notes and Variable Funding Notes.
As of September 28, 2025, the Master Issuer had restricted cash of $30.3 million, which primarily represented cash collections and cash reserves held by the trustee to be used for payments of interest and commitment fees required for the Class A-2 Notes and Variable Funding Notes.
The following table summarizes the increases (decreases) in company-operated same-store sales: 2023 vs. 2022 Average check (1) 6.0 % Transactions (4.0) % Change in same-store sales 2.0 % ________________________ (1) Includes price increases of approximately 9.6% in 2023.
The following table summarizes the decreases in company-operated same-store sales: 2025 vs. 2024 Average check (1) 4.5 % Transactions (6.9) % Change in same-store sales (2.4) % ________________________ (1) Includes price increases of approximately 5.5% in 2025.
Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, borrowings available under our Variable Funding Notes and revolving credit facility, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future.
Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility and revolving credit facility, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future.
Same-store sales, system restaurant sales, franchised restaurant sales and AUVs are not measurements determined in accordance with GAAP and should not be considered in isolation, or as an alternative to earnings from operations, or other similarly titled measures of other companies. OVERVIEW Our Business Founded in 1951, Jack in the Box Inc.
Same-store sales, system restaurant sales, franchised restaurant sales and AUVs are not measurements determined in accordance with GAAP and should not be considered in isolation, or as an alternative to earnings from operations, or other similarly titled measures of other companies.
Securitized Refinancing Transaction — On February 11, 2022, the Company completed the sale of $550.0 million of its Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $550.0 million of its Series 2022-1 4.136% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II” and, together with the Class A-2-I Notes, the “2022 Notes”).
In February 2022, the Master Issuer completed a refinancing transaction and issued $550.0 million of its Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $550.0 million of its Series 2022-1 4.136% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II” and, together with the Class A-2-I Notes, the “2022 Notes”).
Our MD&A consists of the following sections: • Overview — a general description of our business. • Results of Operations — an analysis of our consolidated statements of earnings for fiscal 2023 compared to fiscal 2022. • Liquidity and Capital Resources — an analysis of our cash flows, including capital expenditures, share repurchase activity, dividends, and known trends that may impact liquidity. • Critical Accounting Estimates — a discussion of accounting policies that require critical judgments and estimates. • New accounting pronouncements — a discussion of new accounting pronouncements, dates of implementation and the impact on our consolidated financial position or results of operations, if any. • Cautionary statements regarding forward-looking statements — a discussion of the risks and uncertainties that may cause our actual results to differ materially from any forward-looking statements made by management.
Our MD&A consists of the following sections: • Overview — a general description of our business. • Results of Operations — an analysis of our consolidated statements of earnings for fiscal 2025 compared to fiscal 2024. • Liquidity and Capital Resources — an analysis of our cash flows, including capital expenditures, share repurchase activity, dividends, and known trends that may impact liquidity. • Critical Accounting Estimates — a discussion of accounting policies that require critical judgments and estimates. • New accounting pronouncements — a discussion of new accounting pronouncements, dates of implementation and the impact on our consolidated financial position or results of operations, if any.
The cash surrender value of our Company-owned life insurance (“COLI”) policies, net of changes in our non-qualified deferred compensation obligation supported by these policies, are subject to market fluctuations. The changes in market values had a negative impact of $15.9 million versus the prior year.
The cash surrender value of our Company-owned life insurance (“COLI”) policies, net of changes in our non-qualified deferred compensation obligation supported by these policies, are subject to market fluctuations. The changes in market values had an unfavorable impact of $7.5 million as compared to the prior year.
The following table summarizes the changes in company-operated same-store sales: 2023 vs. 2022 Transactions 2.5 % Average check (1) 6.3 % Change in same-store sales 8.8 % ________________________ (1) Includes price increases of 8.5% in 2023.
The following table summarizes the changes in company-operated same-store sales: 2025 vs. 2024 Transactions (5.7) % Average check (1) 2.0 % Change in same-store sales (3.7) % ________________________ (1) Includes price increases of 3.5% in 2025.
Our cash requirements consist principally of working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, franchise tenant improvement allowance and incentive distributions, dividend payments, and obligations related to our benefit plans.
Our cash requirements consist principally of working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, franchise tenant improvement allowance and incentive distributions and obligations related to our benefit plans. We generally use available cash flows from operations to invest in our business and service our debt obligations.
Significant assumptions used to determine fair value under the relief from royalty method include future trends in sales, a royalty rate, an estimated income tax rate, and a discount rate to be applied to the forecast revenue stream. In the third quarter of 2023, we performed quantitative tests using the approaches described above.
Significant assumptions used to determine fair value under the relief from royalty method include future trends in sales, a royalty rate, an estimated income tax rate, and a discount rate to be applied to the forecast revenue stream.
Refer to Note 9, Other Operating Expense (Income), Net, of the notes to the consolidated financial statements for additional information. Gains on the Sale of Company-Operated Restaurants In 2023, gains on the sale of company-operated restaurants totaled $18.0 million and were related to the refranchising of 111 Del Taco restaurants and five Jack in the Box restaurants.
Refer also to Note 9, Other Operating Expense, Net, in the notes to the consolidated financial statements for additional information. Gains on the Sale of Company-Operated Restaurants In 2025, gains on the sale of company-operated restaurants totaled $3.2 million and were mainly related to the refranchising of 13 Del Taco restaurants.
As a result, the amount of ultimate loss may differ from those estimates. 38 NEW ACCOUNTING PRONOUNCEMENTS See Note 1, Nature of Operations and Summary of Significant Accounting Policies , of the notes to the consolidated financial statements for a discussion of the impact of new accounting pronouncements on our consolidated financial statements.
NEW ACCOUNTING PRONOUNCEMENTS See Note 1, Nature of Operations and Summary of Significant Accounting Policies , of the notes to the consolidated financial statements for a discussion of the impact of new accounting pronouncements on our consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES General Our primary sources of liquidity and capital resources are cash flows from operations and borrowings available under our securitized financing facility.
LIQUIDITY AND CAPITAL RESOURCES General Our primary sources of short-term and long-term liquidity and capital resources are cash flows from operations and borrowings available under our credit facilities.
In 2022, the Company also entered into a revolving financing facility of Series 2022-1 Variable Funding Senior Secured Notes (the “Variable Funding Notes”), which permits borrowings up to a maximum of $150.0 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit.
If the Master Issuer has not repaid or refinanced the Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture. 36 In 2022, the Company also entered into a revolving financing facility of Series 2022-1 Variable Funding Senior Secured Notes (the “Variable Funding Notes”), which permits borrowings up to a maximum of $150.0 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit.
Systemwide sales include company and franchised restaurant sales. We do not record franchised sales as revenues; however, our royalty revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchised sales. We believe franchised and systemwide sales information is useful to investors as they have a direct effect on the Company's profitability.
Systemwide sales include company and franchised restaurant sales. We do not record franchised sales as revenues; however, our royalty revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchised sales.
The following table presents the approximate impact of these items on company restaurant sales in 2023 ( in millions ): 2023 vs. 2022 AUV increase $ 32.4 Decrease in the average number of restaurants (32.9) Total change in company restaurant sales $ (0.5) Same-store sales at company-operated restaurants increased 8.8% in 2023 compared to a year ago.
The following table presents the approximate impact of these items on company restaurant sales in 2025 ( in millions ): 2025 vs. 2024 AUV decrease $ (17.4) Increase in the average number of restaurants 7.1 Total change in company restaurant sales $ (10.3) Same-store sales at company-operated restaurants decreased by 3.7% in fiscal year 2025 compared to a year ago.
As of October 1, 2023, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events. 36 Contractual Obligations Our cash requirements greater than twelve months from contractual obligations and commitments include: Debt Obligations and Interest Payments — Refer to Note 7, Indebtedness , of the notes to the consolidated financial statements for further information of our obligations and the timing of expected payments.
Contractual Obligations Our cash requirements greater than twelve months from contractual obligations and commitments include: Debt Obligations and Interest Payments — Refer to Note 7, Indebtedness , of the notes to the consolidated financial statements for further information of our obligations and the timing of expected payments.
As of October 1, 2023, the Company had $185.9 million of cash and restricted cash on its consolidated balance sheet and available borrowings of $175.5 million under both the $150.0 million Variable Funding Notes and our $75.0 million revolving credit facility. The Company continually assesses the optimal sources and uses of cash for our business.
As of September 28, 2025, the Company had $81.8 million of cash and restricted cash on its consolidated balance sheet and available borrowings of $96.8 million under our $150.0 million Variable Funding Notes. The Company continually assesses the optimal sources and uses of cash for our business.
Long-Lived Assets — We review our long-lived assets, such as property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
Information regarding our other significant accounting estimates and policies are disclosed in Note 1, Nature of Operations and Summary of Significant Accounting Policies , of the notes to the consolidated financial statements. 37 Long-Lived Assets — We review our long-lived assets, such as property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
Exceeding the leverage ratio of 5.0x does not violate any covenant related to the Class A-2 Notes. Restricted Cash — In accordance with the terms of the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders and are restricted in their use.
Restricted Cash — In accordance with the terms of the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders and are restricted in their use.
(the “Company”) operates and franchises Jack in the Box ® quick-service restaurants. As of October 1, 2023, we operated and franchised 2,186 Jack in the Box quick-service restaurants, primarily in the western and southern United States, including two in Guam. On March 8, 2022, we completed the acquisition of Del Taco Restaurants, Inc.
OVERVIEW Our Business Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the Box ® and Del Taco ® quick-service restaurants. As of September 28, 2025, we operated and franchised 2,136 Jack in the Box restaurants, primarily in the western and southern United States, including three in Mexico and two in Guam.
Benefit Obligations — Refer to Note 12, Retirement Plans , of the notes to the consolidated financial statements for further information regarding our obligations and the timing of expected payments under our non-qualified defined benefit plan and postretirement healthcare plans. 37 DISCUSSION OF CRITICAL ACCOUNTING ESTIMATES We have identified the following as our most critical accounting estimates, which are those that are most important to the portrayal of the Company’s financial condition and results, and that require management’s most subjective and complex judgments.
Benefit Obligations — Refer to Note 12, Retirement Plans , of the notes to the consolidated financial statements for further information regarding our obligations and the timing of expected payments under our non-qualified defined benefit plan and postretirement healthcare plans.
Food and packaging costs, as a percentage of company restaurant sales, decreased to 31.6% in 2023 from 32.3% a year ago, primarily due to a 2.4% impact from pricing leverage and 0.6% from favorable menu item mix, partially offset by 2.3% from commodity inflation. Commodity costs increased in the current fiscal year by approximately 8.4%.
Food and packaging costs, as a percentage of company restaurant sales, decreased to 25.9% in 2025 from 26.0% a year ago primarily due to menu price increases and favorable beverage funding, partially offset by commodity inflation and unfavorable menu item mix. Commodity costs inflation was 4.1% in 2025.
Cash flows used in financing activities increased by $685.5 million compared with a year ago, primarily as a result of a decrease in net borrowings of $621.4 million and a $65.0 million increase in share repurchases compared with a year ago.
Financing Activities . Cash flows used in financing activities decreased by $71.2 million compared with a year ago, primarily as a result of a $65.0 million decrease in share repurchases, a decrease in dividends paid of $17.4 million, partially offset by the change year-over-year in net borrowings on the revolving credit facilities of $12.0 million.
The largest sources of inflation in the current year were due to tortillas, shells and potatoes, and was partially offset by favorability in chicken, cheese and produce. Payroll and employee benefit costs, as a percentage of company restaurant sales, increased to 34.0% in 2023 compared with 32.8% a year ago primarily due to labor inflation.
The largest sources of inflation in the current year were due to beef, poultry, and beverages. Payroll and employee benefit costs, as a percentage of company restaurant sales, increased to 38.6% in 2025 compared with 36.7% a year ago primarily due to labor inflation impact of 2%. Labor inflation was 7.1% in the current year.
(“Del Taco”), the nation’s second largest Mexican quick service restaurant chain by number of restaurants and as of October 1, 2023 has 592 restaurants across 16 states. We derive revenue from retail sales at company-operated restaurants and rental revenue, royalties (based upon a percent of sales), franchise fees and contributions for advertising and other services from franchisees.
As of September 28, 2025 we operated and franchised 576 Del Taco restaurants across 18 states. We derive revenue from retail sales at company-operated restaurants and rental revenue, royalties (based upon a percent of sales), franchise fees and contributions for advertising and other services from franchisees.
As of the date of our last actuarial funding valuation for our qualified pension plan, there was no minimum contribution funding requirement. In 2023 and 2022, we contributed $6.2 million and $6.7 million, respectively, to our pension and postretirement plans. We do not anticipate making any contributions to our qualified defined benefit pension plan in fiscal 2024.
Other Pension and Post-Retirement Expenses, Net Our policy is to fund our pension plans at or above the minimum required by law. As of the date of our last actuarial funding valuation, there was $1.6 million minimum requirement. We do not anticipate making any contributions to our Qualified Plan in fiscal 2026.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 2, 2022.
A comparison of our results of operations and cash flows for fiscal 2024 compared to fiscal 2023 can be found under Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 29, 2024.
As of October 1, 2023, we did not have any outstanding borrowings and had available borrowing capacity of $100.5 million under our 2022 Variable Funding Notes, net of letters of credits issued of $49.5 million.
As of September 28, 2025, we had no amounts outstanding and had available borrowing capacity of $96.8 million under our 2022 Variable Funding Notes, net of letters of credits issued of $53.2 million.
Food and packaging costs, as a percentage of company restaurant sales, decreased to 27.7% in 2023 from 28.8% a year ago primarily due to a 2.5% benefit from pricing leverage, partially offset by 1.6% from commodity inflation. Commodity costs inflation was 5.9% in 2023.
Food and packaging costs, as a percentage of company restaurant sales, decreased to 28.0% in 2025 from 29.5% a year ago, due mainly to a 1.8% benefit from a new beverage contract with funding retroactive to January 1, 2024, as well as menu price increases, partially offset by commodity inflation and unfavorable menu item mix.
Repurchases of Common Stock — In fiscal 2023, the Company repurchased 1.1 million shares of its common stock for an aggregate cost of $90.7 million, including the applicable excise tax.
Repurchases of Common Stock — In fiscal 2025, the Company repurchased 0.1 million shares of its common stock for an aggregate cost of $5.0 million, including applicable excise tax. Dividends — In fiscal 2025, the Board of Directors declared two quarterly cash dividends of $0.44 per share, totaling $16.7 million compared to total dividends of $34.2 million in 2024.
These increases were partially offset by a decrease in early termination fees of $6.5 million as compared to the prior year. Franchise contributions for advertising and other services increased $18.2 million, or 9.2%, primarily due to higher marketing contributions of $16.8 million in connection with higher franchise same store sales of 7.1%.
Franchise royalties and other increased $1.7 million, or 5.2% in 2025 compared to the prior year, primarily due to refranchising activity. Franchise contributions for advertising and other services revenues decreased $0.6 million, or 2.0% in 2025 compared to the prior year, primarily due to lower IT support revenue, partially offset by increased franchise marketing contributions.
In the prior year, gains on the sale of company-operated restaurants totaled $3.9 million and were related to the refranchising of 15 Jack in the Box restaurants.
In the prior year, gains on the sale of company-operated restaurants totaled $3.3 million and were mainly related to the refranchising of 47 Del Taco restaurants. Refer to Note 4, Summary of Refranchisings and Franchise Acquisitions, of the notes to the consolidated financial statements for additional information.
Cash Flows The table below summarizes our cash flows for each of the last two fiscal years ( in thousands ): 2023 2022 Total cash provided by (used in): Operating activities $ 215,006 $ 162,882 Investing activities 42,219 (578,588) Financing activities (207,358) 478,178 Net cash flows $ 49,867 $ 62,472 34 Operating Activities .
Cash Flows The table below summarizes our cash flows for each of the last two fiscal years ( in thousands ): 2025 2024 Total cash provided by (used in): Operating activities $ 162,358 $ 68,816 Investing activities (74,686) (69,371) Financing activities (60,026) (131,185) Net cash flows $ 27,646 $ (131,740) Operating Activities .
Jack in the Box Brand Company Restaurant Operations The following table presents company restaurant sales and costs as a percentage of the related sales (dollars in thousands) : 2023 2022 Company restaurant sales $ 413,748 $ 414,225 Company restaurant costs: Food and packaging $ 130,904 31.6 % $ 133,815 32.3 % Payroll and employee benefits $ 127,357 30.8 % $ 138,038 33.3 % Occupancy and other $ 69,215 16.7 % $ 74,337 17.9 % Company restaurant sales decreased $0.5 million, or 0.1%, in 2023 as compared with the prior year due to a decrease in the average number of restaurants, partially offset by an increase in traffic and average check.
We believe franchised and systemwide sales information is useful to investors as they have a direct effect on the Company's profitability. 28 Jack in the Box Brand Company Restaurant Operations The following table presents company restaurant sales and costs as a percentage of the related sales (dollars in thousands) : 2025 2024 Company restaurant sales $ 416,715 $ 427,057 Company restaurant costs: Food and packaging $ 116,472 28.0 % $ 126,063 29.5 % Payroll and employee benefits $ 140,789 33.8 % $ 134,678 31.5 % Occupancy and other $ 77,807 18.7 % $ 73,735 17.3 % Company restaurant sales decreased $10.3 million, or 2.4%, in 2025 as compared with the prior year due to a decrease in transactions partially offset by an increase in the average number of restaurants.
Incentive compensation increased by $17.7 million in 2023 primarily due to a $13.7 million increase from higher achievement levels compared to the prior year for the Company’s annual incentive plan, as well as an increase in stock-based compensation of $4.1 million due to a higher number of executive stock awards outstanding compared to the prior year.
Share-based compensation in 2025 decreased by $5.2 million compared to the prior year primarily due to forfeitures as well as lower achievement levels for the Company’s performance share awards. Incentive compensation in 2025 decreased by $3.9 million compared to the prior year primarily due to lower achievement levels compared to the prior year for the Company’s annual incentive plan.
Interest payments on the 2022 Notes are payable on a quarterly basis. The anticipated repayment dates of the Class A-2-I Notes and the Class A-2-II Notes will be February 2027 and February 2032, respectively, unless earlier prepaid to the extent permitted.
The Anticipated Repayment Dates of the Class A-2-I Notes and the Class A-2-II Notes are February 2027 and February 2032, respectively, and the Anticipated Repayment Dates of the 2019-1 Class A-2-II Notes and the Class A-2-III Notes are August 2026 and August 2029, respectively.
Franchise occupancy expenses, primarily rent, increased $5.2 million, or 2.5% in 2023, primarily due to higher operating lease costs. Franchise support and other costs decreased $5.6 million, or 35.5% in 2023, mainly in connection with lower bad debt expense of $6.6 million as a result of rolling over bad debt expense associated with two specific franchise matters last year.
Franchise occupancy expenses, mainly rent, increased $1.8 million, or 0.8%, in 2025 primarily due to higher pass through property tax expense of $1.1 million and higher operating lease costs of $0.9 million. Franchise support and other costs decreased $0.2 million, or 1.8% in 2025.
The inflation we have experienced is across all categories with the greatest impact seen in potatoes, produce, sauces, and beverages. 29 Payroll and employee benefit costs, as a percentage of company restaurant sales, decreased to 30.8% in 2023 compared with 33.3% a year ago primarily due to a change in the mix of restaurants and sales leverage, partially offset by labor inflation of approximately 5.8% in the current fiscal year.
Commodity costs increased in the current fiscal year by approximately 4.2%. The greatest impacts were seen in beef, beverages, poultry, and eggs. Payroll and employee benefit costs, as a percentage of company restaurant sales, increased to 33.8% in 2025 compared with 31.5% a year ago.
Refer to Note 4, Summary of Refranchisings and Franchise Acquisitions, of the notes to the consolidated financial statements for additional information. 33 Interest Expense, Net Interest expense, net, is comprised of the following ( in thousands ): 2023 2022 Interest expense $ 84,627 $ 86,524 Interest income (2,181) (449) Interest expense, net $ 82,446 $ 86,075 Interest expense, net, decreased $3.6 million in 2023.
For additional information, refer to Note 12, Retirement Plans , of the notes to the consolidated financial statements. Interest Expense, Net Interest expense, net, is comprised of the following ( in thousands ): 2025 2024 Interest expense $ 80,606 $ 82,134 Interest income (1,665) (2,118) Interest expense, net $ 78,941 $ 80,016 Interest expense, net, decreased $1.1 million in 2025.
Franchise support and other costs increased $1.4 million, or 160.3% in 2023 compared to the prior year, primarily due to the increase in operating weeks.
Franchise occupancy expenses, primarily rent, increased $7.2 million, or 25.9% in 2025 compared to the prior year, primarily due to higher operating lease costs in the current year from refranchising. Franchise support and other costs increased $1.9 million, or 42.6% in 2025 compared to the prior year, primarily due to higher bad debt expense.
Sale and Sale-leaseback Transactions — To optimize our balance sheet and capital structure, we use sales and leaseback financing and provide our franchisees the opportunity to purchase the property that we currently lease to them.
These decreases were partially offset by an increase in restaurant information technology costs of $10.6 million related to the rollout of a new POS system for Jack in the Box company restaurants as well as investments in digital and other restaurant technology enhancements Sale and Sale-leaseback Transactions — To optimize our balance sheet and capital structure, we use sales and leaseback financing and provide our franchisees the opportunity to purchase the property that we currently lease to them.
Since the Del Taco acquisition, we have undertaken a process to review our balance sheet for any undervalued assets, and to pursue opportunities for capital sources, including sales of Jack in the Box real estate assets identified in its portfolio, and refranchising, primarily for Del Taco in the near term.
We review our balance sheet for any undervalued assets and pursue opportunities for capital sources, including the sale of our owned properties and potential for refranchising.
Cash flows provided by operating activities increased $52.1 million compared with a year ago, primarily due to favorable change in working capital of $61.8 million.
Operating cash flows increased $93.5 million compared with a year ago. This increase is primarily due to favorable changes in working capital of $134.4 million, partially offset by lower net income, when adjusted for non-cash items, of $40.9 million.
Occupancy and other costs, as a percentage of company restaurant sales, increased to 21.7% in 2023 from 21.4% a year ago primarily due to higher operating expenses including utilities, rent, insurance, and delivery fees, partially offset by pricing leverage. 31 Del Taco Franchise Operations The following table presents franchise revenues and costs in each period and other information we believe is useful in analyzing the change in franchise operating results ( dollars in thousands ): 2023 2022 Franchise rental revenues $ 13,308 $ 4,455 Royalties 25,669 13,414 Franchise fees and other 556 196 Franchise royalties and other 26,225 13,610 Franchise contributions for advertising and other services 24,933 11,985 Total franchise revenues $ 64,466 $ 30,050 Franchise occupancy expenses $ 13,150 $ 4,349 Franchise support and other costs 2,259 868 Franchise advertising and other services expenses 25,666 12,081 Total franchise costs $ 41,075 $ 17,298 Franchise costs as a percentage of total franchise revenues 63.7 % 57.6 % Number of franchise restaurants at end of period 421 301 Franchised restaurant sales $ 541,913 $ 281,933 Franchised restaurant AUVs $ 1,287 $ 937 Royalties as a percentage of total franchised restaurant sales 4.7 % 4.8 % Franchise rental revenues increased $8.9 million, or 198.7% in 2023 compared to the prior year, primarily due to higher rental income of $5.1 million resulting from new subleases in connection with the 111 restaurants refranchised in 2023, as well as prior year only including 30 weeks of operating results versus 52 weeks in 2023.
Occupancy and other costs, as a percentage of company restaurant sales, increased to 24.4% in 2025 from 23.3% a year ago primarily due to sales deleverage as well as higher costs for IT, utilities, maintenance, and other operating costs including delivery fees. 31 Del Taco Franchise Operations The following table presents franchise revenues and costs in each period and other information we believe is useful in analyzing the change in franchise operating results ( dollars in thousands ): 2025 2024 Franchise rental revenues $ 35,908 $ 28,201 Royalties 32,372 31,714 Franchise fees and other 2,132 1,077 Franchise royalties and other 34,504 32,791 Franchise contributions for advertising and other services 30,307 30,915 Total franchise revenues $ 100,719 $ 91,907 Franchise occupancy expenses $ 35,175 $ 27,948 Franchise support and other costs 6,491 4,551 Franchise advertising and other services expenses 32,172 33,667 Total franchise costs $ 73,838 $ 66,166 Franchise costs as a percentage of total franchise revenues 73.3 % 72.0 % Average number of franchise restaurants 457 429 Franchised restaurant sales $ 708,208 $ 674,804 Franchised restaurant AUVs $ 1,549 $ 1,573 Royalties as a percentage of total franchised restaurant sales 4.6 % 4.7 % Franchise rental revenues increased $7.7 million, or 27.3% in 2025 compared to the prior year, primarily due to higher rental income and pass through property tax revenue resulting from new subleases related to restaurants refranchised in fiscal 2025 and 2024.
The major components of the year-over-year increase in tax rates were the impact of non-deductible goodwill related to the sale of company-operated restaurants, partially offset by non-taxable gains in the current year as opposed to non-deductible losses in the prior year from the market performance of insurance products used to fund certain non-qualified retirement plans.
The effective tax rate for such period differed from the U.S. statutory tax rate primarily due to the impact of non-deductible goodwill partially offset by the reversal of state deferred tax liabilities on basis difference of investments in subsidiaries and non-taxable gains from the market performance of insurance products used to fund certain non-qualified retirement plans.
Company-Wide Results Depreciation and Amortization Depreciation and amortization increased $6.2 million in 2023 as compared with the prior year, primarily due to the timing of the acquisition of Del Taco in the second quarter of 2022 resulting in an increase of $10.1 million, partially offset by a decrease in Jack in the Box franchise assets depreciation of $3.9 million as these assets become fully depreciated. 32 Selling, General and Administrative (“SG&A”) Expenses The following table presents the amounts for each fiscal period as well as the increase (decrease) in SG&A expenses in 2023 compared with the prior year ( in thousands ): 2023 2022 Advertising $ 38,753 $ 32,557 Incentive compensation (including share-based compensation and related payroll taxes) 31,756 14,014 Cash surrender value of COLI policies, net (5,953) 9,911 Litigation matters 7,001 (995) Insurance 5,991 2,049 Other 95,324 73,287 $ 172,872 $ 130,823 Advertising costs represent company contributions to our marketing funds and are generally determined as a percentage of company-operated restaurant sales.
These decreases were partially offset by increases for new technology assets placed in service and new company restaurant openings. 32 Selling, General and Administrative (“SG&A”) Expenses The following table presents the amounts for SG&A expenses in each fiscal year ( in thousands ): 2025 2024 Advertising $ 39,244 $ 34,992 Share-based compensation 8,240 13,471 Incentive compensation 6,013 9,911 Cash surrender value of COLI policies, net (6,882) (14,390) Insurance 8,385 4,272 Other 94,635 94,977 $ 149,635 $ 143,233 Advertising costs represent company contributions to our marketing funds and are generally determined as a percentage of company-operated restaurant sales.
Insurance costs increased $3.9 million in 2023 versus the prior year primarily due to more favorable trends in the prior year related to expected losses associated with workers’ compensation claims.
Insurance costs in 2025 increased $4.1 million as compared to the prior year primarily due to a favorable adjustment in 2024 in connection with positive development factors related to workers compensation and general liability claims.
Franchise rental revenues increased $15.3 million, or 4.6%, in 2023 compared to the prior year, primarily due to an increase in percentage rent of $10.6 million, driven by higher sales, and higher minimum rent of $4.8 million.
Franchise royalties and other decreased $7.1 million, or 3.4%, compared to the prior year primarily due to lower royalty income driven by lower sales. Franchise contributions for advertising and other services revenues decreased $11.6 million, or 5.3%, mainly due to lower sales driving marketing contributions lower by $8.9 million and lower digital and technology fees of $2.4 million.
The following table presents the approximate impact of these items on company restaurant sales ( in millions ): 2023 vs. 2022 Increase in number of operating weeks $ 158.9 AUV increase 0.4 Decrease in the average number of restaurants (13.6) Total change in company restaurant sales $ 145.7 Same-store sales at company-operated restaurants increased 2.0% in 2023 compared to a year ago.
Del Taco Brand Company Restaurant Operations The following table presents company restaurant sales and costs as a percentage of the related sales (dollars in thousands) : 2025 2024 Company restaurant sales $ 210,628 $ 281,978 Company restaurant costs: Food and packaging $ 54,605 25.9 % $ 73,207 26.0 % Payroll and employee benefits $ 81,366 38.6 % $ 103,369 36.7 % Occupancy and other $ 51,381 24.4 % $ 65,569 23.3 % Company restaurant sales decreased $71.4 million or 25.3%, in 2025 as compared with the prior year primarily due to a decrease in the average number of restaurants as well as a decrease in transactions. 30 The following table presents the approximate impact of these items on company restaurant sales ( in millions ): 2025 vs. 2024 Decrease in the average number of restaurants $ (67.9) AUV decrease (3.0) Other (0.5) Total change in company restaurant sales $ (71.4) Same-store sales at company-operated restaurants decreased 2.4% in 2025 compared to a year ago.
Other Operating Expense (Income), Net Other operating expense (income), net is comprised of the following ( in thousands ): 2023 2022 Acquisition, integration and strategic initiatives 9,112 20,081 Costs of closed restaurants and other 4,786 4,290 Restaurant impairment charges 4,569 5,927 Accelerated depreciation 541 1,124 Gains on disposition of property and equipment, net $ (8,171) $ (30,533) Other operating expense (income), net $ 10,837 $ 889 Other operating expense (income), net increased $9.9 million in 2023 versus the prior year primarily due to the lower gains on disposition of property and equipment of $22.4 million in connection with the sale of restaurant properties to franchisees, partially offset by a decrease in Del Taco acquisition and integration costs.
Other Operating Expense, Net Other operating expense, net is comprised of the following ( in thousands ): 2025 2024 Restructuring, integration and strategic initiatives $ 7,298 $ 15,631 Costs of closed restaurants and other 8,467 2,975 Restaurant impairment charges 4,384 8,008 Accelerated depreciation 99 699 Gains on acquisition of restaurants (6) (2,702) Losses on disposition of property and equipment, net 2,161 185 Other operating expense, net $ 22,403 $ 24,796 Other operating expense, net decreased $2.4 million in 2025 as compared to the prior year.
Capital Expenditures — The composition of capital expenditures in each fiscal year is summarized in the table below ( in thousands ): 2023 2022 Restaurants: Remodel / refresh programs $ 9,159 $ 8,823 New restaurants 8,159 2,887 Restaurant facility expenditures 22,592 21,469 Purchases of assets intended for sale and leaseback 14,960 1,986 Restaurant information technology 13,037 6,350 67,907 41,515 Corporate Services: Information technology 6,752 3,524 Corporate facilities 295 1,436 7,047 4,960 Total capital expenditures $ 74,954 $ 46,475 In 2023, capital expenditures increased by $28.5 million compared to a year ago, primarily due to an increase in the purchases of Jack in the Box restaurant properties intended for sale and leaseback of $13.0 million, an increase in information technology for both restaurant and corporate of $9.9 million, as well as new restaurant openings of $5.3 million.
This increase was primarily due to a reduction in proceeds from the sale of company operated restaurants of $13.0 million and the acquisition of franchise operated restaurants of for $7.2 million, partially offset by a decrease in the purchase of assets intended for sale or leaseback of $15.5 million. 35 Capital Expenditures — The composition of capital expenditures in each fiscal year is summarized in the table below ( in thousands ): 2025 2024 Restaurants: Remodel / refresh programs $ 8,856 $ 11,027 New restaurants 23,996 24,721 Restaurant facility expenditures 14,218 18,972 Restaurant information technology 38,651 28,019 85,721 82,739 Corporate Services: Information technology 2,109 7,976 Corporate facilities 393 462 2,502 8,438 Total capital expenditures $ 88,223 $ 91,177 In 2025, capital expenditures decreased by $3.0 million compared to a year ago, primarily due to a decrease in corporate technology spending of $5.9 million due to the completion of our new enterprise resource planning software implementation last year.
Franchise advertising and other service expenses increased $13.6 million, or 112.4% in 2023 compared to the prior year, primarily due to the increase in operating weeks, as well as higher marketing contributions of $2.4 million related to the increase in the number of franchise restaurants due to our refranchising strategy.
Franchise advertising and other service expenses decreased $14.1 million, or 6.2%, in 2025 primarily due to lower sales driving lower marketing expenses, as well as lower franchise IT support costs.
The favorable change in working capital primarily relates to the deferral of 2023 income taxes in connection with the southern California winter storm disaster area declaration of $50.3 million, lower payments for incentive compensation of $17.1 million, timing of collections of $14.0 million primarily due to the Jack segment rent billings for October, and lower marketing payments of $11.4 million.
The change in working capital is primarily a result of $50.3 million paid in 2024 for fiscal 2023 income tax payment deferred in connection with the Southern California winter storm disaster area declaration, $35.0 million received in the current year in connection with a new supply chain contract, and $25.5 million paid in 2024 in connection with the Torrez settlement.
Franchise occupancy expenses, primarily rent, increased $8.8 million, or 202.4% in 2023 compared to the prior year, primarily due higher franchise rent expense of $5.1 million related to the restaurants refranchised in 2023, as well as the increase in operating weeks.
Franchise advertising and other service expenses decreased $1.5 million, or 4.4% in 2025 compared to the prior year, primarily due to decreases in IT costs, partially offset by increases in marketing expense resulting from restaurants refranchised. Company-Wide Results Depreciation and Amortization Depreciation and amortization decreased $1.5 million in 2025 as compared with the prior year.
Removed
Comparisons under this heading refer to the 52-week periods ended October 1, 2023 and October 2, 2022, respectively. A comparison of our results of operations and cash flows for fiscal 2022 compared to fiscal 2021 can be found under Part II, “Item 7.
Added
Comparisons under this heading refer to the 52-week periods ended September 28, 2025 and September 29, 2024, respectively.
Removed
Refranchising of Del Taco In fiscal year 2023, we embarked on our refranchising strategy with three main intentions.
Added
On April 23, 2025, the Company announced a multi-faceted plan, which included exploring strategic alternatives for the Del Taco brand and the possible divestiture of that business.
Removed
First, to create a company-wide asset-light model that will benefit from mitigating exposure to macroeconomic pressures; second, to generate incremental development agreements throughout the refranchising process that provide a more robust unit growth pipeline than otherwise achievable; and third, to provide a more efficient capital structure. Our objective is to be asset-light as we navigate market forces.
Added
On October 15, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Yadav Enterprises, Inc., a California corporation (“Buyer”) and Anil Yadav (“Buyer Guarantor”) to sell to Buyer all of the issued and outstanding equity interests of Del Taco Holdings Inc., a Delaware corporation (“Del Taco”), which owns and operates the Company’s Del Taco restaurant operations, for an aggregate purchase price of $115 million in cash, subject to certain closing cash, working capital, debt and transaction expense adjustments. 27 RESULTS OF OPERATIONS FOR FISCAL 2025 AND 2024 The following tables summarize changes in same-store sales for Jack in the Box and Del Taco company-operated, franchised, and system restaurants: Jack in the Box: 2025 2024 Company (3.7) % 0.0 % Franchise (4.3) % (1.5) % System (4.2) % (1.3) % Del Taco: 2025 2024 Company (2.4) % (1.3) % Franchise (4.1) % (1.6) % System (3.7) % (1.5) % The following tables summarize changes in the number and mix of company and franchise restaurants for our two brands: 2025 2024 Jack in the Box: Company Franchise Total Company Franchise Total Beginning of year 150 2,041 2,191 142 2,044 2,186 New 12 19 31 8 22 30 Refranchised (1) 1 — — — — Closed (11) (75) (86) — (25) (25) End of year 150 1,986 2,136 150 2,041 2,191 % of system 7 % 93 % 100 % 7 % 93 % 100 % 2025 2024 Del Taco: Company Franchise Total Company Franchise Total Beginning of year 133 461 594 171 421 592 New 1 13 14 3 11 14 Acquired from franchisees 18 (18) — 10 (10) — Refranchised (13) 13 — (47) 47 — Closed (7) (25) (32) (4) (8) (12) End of year 132 444 576 133 461 594 % of system 23 % 77 % 100 % 22 % 78 % 100 % The following tables summarize restaurant sales for company-operated, franchised, and systemwide sales for our two brands ( in thousands ): Jack in the Box: 2025 2024 Company-operated restaurant sales $ 416,715 $ 427,057 Franchised restaurant sales (1) 3,792,222 3,969,200 Systemwide sales (1) $ 4,208,937 $ 4,396,257 Del Taco: 2025 2024 Company-operated restaurant sales $ 210,628 $ 281,978 Franchised restaurant sales (1) 708,208 674,804 Systemwide sales (1) $ 918,836 $ 956,782 ________________________ (1) Franchised restaurant sales represent sales at franchised restaurants and are revenues of our franchisees.
Removed
We refranchised 111 Del Taco restaurants in fiscal year 2023, and added 109 new development commitments as a result of the refranchising effort. 27 RESULTS OF OPERATIONS FOR FISCAL 2023 AND 2022 The following tables summarize changes in same-store sales for Jack in the Box and Del Taco company-operated, franchised, and system restaurants: Jack in the Box: 2023 2022 Company 8.8 % 3.7 % Franchise 7.1 % 0.6 % System 7.3 % 0.9 % Del Taco: 2023 2022 (1) Company 2.0 % 2.9 % Franchise 1.4 % 5.0 % System 1.7 % 3.9 % ________________________ (1) Fiscal 2022 full year same store sales figures are shown for information purposes only.
Added
There was an approximate 2.0% increase which was primarily due to the impact from wage inflation. Wage inflation for the year was approximately 7.6% and was primarily due to the wage increases required in California effective April 1, 2024 under AB 1228.
Removed
The following tables summarize changes in the number and mix of company and franchise restaurants for our two brands: 2023 2022 Jack in the Box: Company Franchise Total Company Franchise Total Beginning of year 146 2,035 2,181 163 2,055 2,218 New 2 18 20 — 17 17 Acquired from franchisees — — — 13 (13) — Refranchised (5) 5 — (15) 15 — Closed (1) (14) (15) (15) (39) (54) End of year 142 2,044 2,186 146 2,035 2,181 % of system 6 % 94 % 100 % 7 % 93 % 100 % 2023 2022 (1) Del Taco: Company Franchise Total Company Franchise Total Beginning of year 290 301 591 296 306 602 New — 14 14 1 2 3 Refranchised (111) 111 — — — — Closed (8) (5) (13) (7) (7) (14) End of year 171 421 592 290 301 591 % of system 29 % 71 % 100 % 49 % 51 % 100 % ________________________ (1) Fiscal 2022 full year restaurant activity figures are shown for information purposes only. 28 The following tables summarize restaurant sales for company-operated, franchised, and systemwide sales for our two brands ( in thousands ): Jack in the Box: 2023 2022 Company-operated restaurant sales $ 413,748 $ 414,225 Franchised restaurant sales (1) 4,005,985 3,696,817 Systemwide sales (1) $ 4,419,733 $ 4,111,042 Del Taco: 2023 2022 (2) Company-operated restaurant sales $ 432,530 $ 484,347 Franchised restaurant sales (1) 541,913 472,682 Systemwide sales (1) $ 974,443 $ 957,029 ________________________ (1) Franchised restaurant sales represent sales at franchised restaurants and are revenues of our franchisees.
Added
Occupancy and other costs, as a percentage of company restaurant sales, increased to 18.7% in 2025 from 17.3% a year ago primarily due to sales deleverage, higher costs for rent, utilities, and other operating costs including delivery fees. 29 Jack in the Box Franchise Operations The following table presents franchise revenues and costs in each fiscal year and other information we believe is useful in analyzing the change in franchise operating results ( dollars in thousands ): 2025 2024 Franchise rental revenues $ 332,735 $ 347,227 Royalties 189,646 198,377 Franchise fees and other 8,670 7,002 Franchise royalties and other 198,316 205,379 Franchise contributions for advertising and other services 206,200 217,757 Total franchise revenues $ 737,251 $ 770,363 Franchise occupancy expenses $ 219,212 $ 217,430 Franchise support and other costs 12,506 12,731 Franchise advertising and other services expenses 211,408 225,465 Total franchise costs $ 443,126 $ 455,626 Franchise costs as a percentage of total franchise revenues 60.1 % 59.1 % Average number of franchise restaurants 2,023 2,037 Franchised restaurant sales $ 3,792,222 $ 3,969,200 Franchise restaurant AUV $ 1,874 $ 1,949 Royalties as a percentage of total franchise restaurant sales 5.1 % 5.0 % Franchise rental revenues decreased $14.5 million, or 4.2%, in 2025 compared to the prior year, primarily due to a decrease in percentage rent of $16.5 million, driven by lower sales, partially offset by higher lease termination fees of $2.7 million, and higher pass through property tax revenue of $1.1 million.
Removed
(2) Fiscal 2022 full year systemwide sales figures are shown for information purposes only.
Added
The decrease is primarily due to the refranchising of Del Taco restaurants, as well as certain Jack in the Box franchise assets becoming fully depreciated.
Removed
For fiscal 2024, we expect annual wage inflation to be approximately 10% to 12% compared with fiscal 2023. New regulations, such as AB 1228, which goes into effect April 2024, are expected to increase labor costs, especially considering our concentration of restaurants in California.
Added
Advertising costs increased $4.3 million compared to the prior year primarily due an incremental contribution to Jack in the Box brand advertising, partially offset by a decrease in company-operated restaurant sales at both brands in the current year.
Removed
Occupancy and other costs, as a percentage of company restaurant sales, decreased to 16.7% in 2023 from 17.9% a year ago primarily due to sales leverage and a change in the mix of restaurants, partially offset by higher other operating costs including utilities, delivery fees and security.
Added
Pre-Opening Costs Pre-opening costs associated with the opening of a new restaurant or the remodeling of an existing restaurant consist primarily of property rent and employee training costs. Pre-opening costs associated with the opening of a restaurant that was closed upon acquisition consist of labor costs, maintenance and repair costs, and property rent.
Removed
Jack in the Box Franchise Operations The following table presents franchise revenues and costs in each fiscal year and other information we believe is useful in analyzing the change in franchise operating results ( dollars in thousands ): 2023 2022 Franchise rental revenues $ 351,283 $ 335,936 Royalties 207,064 188,902 Franchise fees and other 7,226 14,309 Franchise royalties and other 214,290 203,211 Franchise contributions for advertising and other services 215,990 197,816 Total franchise revenues $ 781,563 $ 736,963 Franchise occupancy expenses $ 216,452 $ 211,260 Franchise support and other costs 10,072 15,622 Franchise advertising and other services expenses 227,868 206,192 Total franchise costs $ 454,392 $ 433,074 Franchise costs as a percentage of total franchise revenues 58.1 % 58.8 % Average number of franchise restaurants 2,035 2,031 Franchised restaurant sales $ 4,005,985 $ 3,696,817 Franchise restaurant AUV $ 1,968 $ 1,820 Royalties as a percentage of total franchise restaurant sales (1) 5.2 % 5.1 % ________________________ (1) Excluding the impact of the $7.3 million termination fee in the first quarter of the current year, royalties as a percentage of total franchised restaurant sales would be 5.0% year-to-date for the period ended October 1, 2023.
Added
Pre-opening expenses increased $4.2 million in 2025 as compared to the prior year due to new restaurant openings in certain markets. Impairment of Goodwill and Intangible Assets During the third quarter of 2024, the Company identified triggering events that indicated the goodwill allocated to the Del Taco reporting unit might be impaired.
Removed
Franchise royalties and other increased $11.1 million, or 5.5%, mainly in connection with higher franchise restaurant sales driving royalties higher by approximately $10.7 million. Additionally, a $7.3 million termination fee paid by a franchise operator who sold his restaurants to a new franchisee in the current year also contributed to the increase.
Added
The triggering events related to i) a recent negative trend in Del Taco same store sales, ii) lower margins due in part to lower sales and higher wages required in California effective April 1, 2024 under AB 1228 and iii) unfavorable changes in the economic environment specifically impacting our industry, including inflation and interest rates.
Removed
Franchise advertising and other service expenses increased $21.7 million, or 10.5% in 2023 primarily due to higher marketing contributions resulting from an increase in franchise sales. Del Taco Brand Jack in the Box Inc. acquired Del Taco on March 8, 2022.
Added
As a result, the Company performed a quantitative test over the Del Taco reporting unit, noting that the fair value of the reporting unit was less than the carrying value, which resulted in an impairment of goodwill of $162.6 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed2 unchanged
We are exposed to the impact of utility price fluctuations related to unpredictable factors such as weather and various other market conditions outside our control. Our ability to recover increased costs for commodities and utilities through higher prices is limited by the competitive environment in which we operate.
We are exposed to the impact of utility price fluctuations related to unpredictable factors such as weather and various other market conditions outside our control. Our ability to recover increased costs for commodities and utilities through higher prices is limited by the competitive environment in which we operate. 38
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk — We would be exposed to interest rate risk on borrowings under our $150.0 million Variable Funding Notes and our $75.0 million revolving credit facility. As of October 1, 2023, we had no outstanding variable rate borrowings.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk — We would be exposed to interest rate risk on borrowings under our $150.0 million Variable Funding Notes. As of September 28, 2025, we did not have any outstanding variable rate borrowings.

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