10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-21423

BJ’S RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

California	33-0485615
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification Number)

7755 Center Avenue, Suite 300

Huntington Beach, California 92647

(714)

500-2400

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each Exchange on Which Registered
Common Stock, No Par Value	BJRI	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
---	---	---	---
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during relevant recovery period pursuant to Section 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common stock of the Registrant (“Common Stock”) held by non-affiliates as of the last business day of the second fiscal quarter, July 2, 2024, was $832,760,699, calculated based on the closing price of our common stock as reported by the NASDAQ Global Select Market on such date.

As of February 24, 2025, 22,718,160 shares of the common stock of the Registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the following documents are incorporated by reference into Part III of this Form 10-K: The Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on June 12, 2025.

Auditor Name:

KPMG LLP

	Auditor Location: Los Angeles, California		Auditor Firm ID: 

185

INDEX

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	13
ITEM 1B.	UNRESOLVED STAFF COMMENTS	21
ITEM 1C.	CYBERSECURITY	21
ITEM 2.	PROPERTIES	22
ITEM 3.	LEGAL PROCEEDINGS	23
ITEM 4.	MINE SAFETY DISCLOSURES	23
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	24
ITEM 6.	RESERVED	26
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	34
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	35
ITEM 9A.	CONTROLS AND PROCEDURES	35
ITEM 9B.	OTHER INFORMATION	37
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	37
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	37
ITEM 11.	EXECUTIVE COMPENSATION	37
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	37
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	38
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	38
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	38
ITEM 16.	FORM 10-K SUMMARY	41
SIGNATURES		42
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		43

BJ’S RESTAURANTS, INC.

PART I

Unless the context indicates otherwise, when we use the words “BJ’s,” “the Company,” “we,” “us” or “our” in this Form 10-K, we are referring to BJ’s Restaurants, Inc., a California corporation, and its subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

Information and statements contained in this Form 10-K, in our other filings with the Securities and Exchange Commission (“SEC”), or in our written and verbal communications that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words or phrases such as “believe,” “plan,” “will likely result,” “expect,” “intend,” “will continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should” and similar expressions that convey uncertainty about future events or outcomes in this Form 10-K are intended to identify “forward-looking” statements. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur.

Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. The risks described in this Form 10-K are not the only risks we face. New risks and uncertainties arise from time to time and we cannot predict those events or how they may affect us. There may be other risks and uncertainties that are not currently known by us or that are currently deemed by us to be immaterial. However, they may ultimately have a material adverse effect on our business, financial condition and/or operating results. We do not have any obligation to modify or revise any “forward-looking” statement to take into account or otherwise reflect subsequent events or circumstances arising after the date that the “forward-looking” statement was made. For further information regarding the risks and uncertainties that may affect our future results, please review the information set forth below under “Item 1A. Risk Factors.”

FISCAL PERIODS USED IN THIS FORM 10-K

Throughout this Form 10-K, our fiscal years ended December 31, 2024, January 2, 2024, and January 3, 2023, are referred to as fiscal years 2024, 2023, and 2022, respectively. Our fiscal years consist of 52 or 53 weeks and end on the Tuesday closest to December 31. All fiscal years presented in this Form 10-K, with the exception of fiscal year 2022, consisted of 52 weeks. Additionally, all quarters, with the exception of the fourth quarter in fiscal year 2022, consisted of 13 weeks. Fiscal year 2022 consisted of 53 weeks, with a 14-week fourth quarter; therefore, all financial references to fiscal year 2022 assume 53 weeks of operations, unless noted otherwise.

ITEM 1. BUSINESS

INTRODUCTION

BJ’s Restaurants is a leading full-service restaurant brand differentiated by a high-quality, varied menu with compelling value, a dining experience that offers our customers (referred to as “guests”) best-in-class service, hospitality and enjoyment, in a high-energy, welcoming and approachable atmosphere. BJ’s is a national restaurant chain that, as of February 26, 2025, owns and operates 218 restaurants located in 31 states.

The first BJ’s restaurant opened in 1978 in Orange County, California, and was a small sit-down pizzeria that featured Chicago style deep-dish pizza with a unique California twist. In 1996, we introduced our proprietary craft beers and expanded the BJ’s concept to a full-service, high-energy restaurant when we opened our first large format restaurant with an on-site brewing operation in Brea, California. Today our restaurants feature a broad menu with approximately 100 menu items designed to offer something for everyone including: slow roasted entrees such as prime rib, EnLIGHTened Entrees® such as our Cherry Chipotle Glazed Salmon, our original signature deep-dish pizza, and the world-famous Pizookie® dessert. We also offer our award-winning BJ’s craft beers, which are produced at four in-house brewing facilities, two standalone brewpubs and by independent third-party brewers using our proprietary recipes, alongside a full bar featuring innovative cocktails.

Our Internet address is https://www.bjsrestaurants.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available, free of charge, by visiting the “Investors” section of our website. We caution that the information on our website is not part of this or any other reports we file with, or furnish to, the SEC.

BUSINESS STRATEGY

We compete in the full-service segment of the domestic restaurant industry, which is a large, highly fragmented segment with estimated annual sales in the $100+ billion range. We believe that the BJ’s restaurant concept offers consumers a high quality, contemporary, full-service dining experience in a high-energy environment, with a diversified menu and a best-in-class bar statement. Our primary business objective is to increase our market share in the full-service restaurant industry by consistently delivering on our “Gold Standard of Operational Excellence” promise to our guests, which is our genuine commitment to take pride in passionately connecting with every guest on every visit, through flawless and relentless execution of every detail, during every shift, to create and keep fanatical fans of BJ’s. We believe that by delivering upon this commitment to our guests, while continuing our national restaurant expansion program, we create the best opportunity to generate significant repeat business and capture additional market share.

While our core strategy has remained consistent, we are always striving to evolve and enhance our guests’ experience. Our Gold Standard of Operational Excellence is focused on the following key areas that help differentiate BJ’s from other full-service restaurants:

• High-Energy Atmosphere and Facilities – We believe that one of our greatest competitive differentiators is the design, ambiance and energy of our restaurants, which feature a signature bar statement, making them a destination for our guests to spend quality time with friends and family. As part of our competitive positioning as a polished full-service concept, our restaurants have finishes consistent with upscale full-service concepts, including high ceilings and large televisions which can be viewed from any seat and provide the comfort of a restaurant and the energy of a bar. Additionally, we use a variety of higher quality guest touchpoints, including distinctive glassware to fit the beer or beverage style and linen napkins not generally found in “mass-market” full-service restaurants. In 2022, we started a remodel initiative to ensure that our restaurants maintain their contemporary look and feel. The initiative has several different remodel iterations depending on the age and condition of the restaurant. To date, we have remodeled approximately 70 of our older restaurants, and we plan to continue remodeling selected restaurants in 2025.

• Broad and Distinctive Menu – BJ’s culinary and menu strategy centers around serving guests craveable food and beverage items that are familiar, yet add a brewhouse twist that makes them unique and differentiated. Our concept includes menu options that meet our guest’s preferences for any dining occasion, and our menu items are created by our talented culinary team and prepared to order in our restaurants using high-quality ingredients. Our menu features a wide variety of choices, ensuring there’s something for everyone, and we are able to modify nearly every menu item to satisfy any guest's request to ensure it is “made their way.” We evaluate our menu offerings and prices two to three times a year in addition to offering seasonal or limited time only menu items throughout the year. Building on our early pizza legacy, we offer almost 20 signature flavors of pizza and made-to-order combinations in tavern-cut and deep-dish styles. Our hand-pressed deep-dish pizza dough is double proofed – which means it rises twice – elevating its presentation and taste. We also offer slow roast large format proteins including prime rib, double bone-in pork chops and tri-tip sirloin, as well as our better-for-you EnLIGHTened Entrees®.

• Award Winning, Proprietary Craft Beer – All of our restaurants feature BJ’s award-winning craft beer, which showcases the quality and care of the ingredients used at BJ’s. Our high-quality, craft beer further elevates BJ’s from many other restaurant concepts and complements our broad menu. Since 1996, our beers have earned 267 medals at different beer festivals and events, including 39 medals at the Great American Beer Festival and 13 medals at the World Beer Cup. We offer 12 year-round signature BJ’s beers and one or more rotating seasonal BJ’s beers on tap at any one time. We also offer a signature hard cider and approximately 20 domestic, imported and “guest” craft beers on tap, in addition to a selection of bottled beers. Additionally, our restaurants offer our craft beer and cider for take-out in cans or growlers, where legally permitted. Our expansive and unique beer offerings are intended to enhance BJ’s competitive positioning as a leading craft beer retailer in full-service dining. We also offer our BJ’s Brewhouse Beer Club throughout most of California. Our club is a subscription service, which features special and unique beer from BJ’s brewers and restaurant traffic-driving perks that are only available to club members.

• Everyday Value Proposition – We strive to offer great everyday value throughout our menu, with diverse price points and unique flavor profiles. Our menu entrées, excluding our promotional specials, generally range in price from $8.99 to $34.99. We also offer Daily Brewhouse Specials, which feature some of our most iconic food and drink items at a lower price, as well our weekday Pizookie Meal deal and happy hour offerings, where permitted, to reinforce our everyday value proposition. Additionally, we offer a series of take-out and delivery specific Family Meals and Bundles that serve 4 to 6 guests. These packages start at $45.00, make it easy to order for a family or larger group, and further enhance our value proposition. Our average per-guest check during fiscal 2024, including beverages, increased from approximately $21.50 in 2023 to approximately $22.50 in 2024, and was impacted by changes in our sales mix, higher item incidence per guest and menu price increases to help mitigate higher costs from inflationary pressures.

• A Culture Committed to Gracious Service and Hospitality – Completely satisfying dining experiences start with engaged, knowledgeable and hospitable people. We have invested carefully to recruit, select, train and retain employees, referred to as “team members,” who can take care of our guests with gracious hospitality and consistently

• and efficiently execute our recipes and steps of service. In addition to hiring quality team members, we continue to invest in productivity and hospitality programs to enhance our ability to consistently deliver the Gold Standard of Operational Excellence we promise our guests. These programs include a Net Promoter Scoring program that helps us evaluate several key elements of our service including pace, hospitality, value and recommend scores, as well as mystery shopper and guest loyalty programs.

• Technology at the Right Time – Time is a finite resource for our guests, and we believe that by promptly being attentive to every detail, we can optimize our guests’ enjoyment when they choose to dine with us. Our handheld ordering tablets improve our pace and productivity, including reducing the time it takes to deliver the first drink or food item to our guests. The tablets have resulted in an improved guest experience and driven higher incident rates for beverages, appetizers and desserts. Additionally, our BJ’s mobile application allows our guests to use their smartphones to order ahead, add their name to our waitlist, pay at the table and manage their loyalty account, among other things. Through our digital order tracker, contactless curbside pickup with short message service (“SMS”) text, email technology, and automated wait list we keep our guests informed of their menu order and allow them to notify the restaurant when they arrive. We were also one of the first in full-service dining to utilize the quick response (“QR”) code and Wi-Fi geolocation technologies for both menu browsing and mobile payment to provide a touchless experience for guests who dine at our restaurants.

• Bringing the Brewhouse Home to Our Guests – Consumer preferences continue to evolve as e-commerce, mobile shopping and “food-on-demand” continue to gain traction and direct visits away from traditional brick-and-mortar shopping locations. To meet these opportunities, we have invested in the off-premise sales channel by creating new off-premise menu items, expanding our catering menu, collaborating with third-party delivery partners to provide delivery service from our restaurants, updated our website to make ordering easier for our guests, and we continue to improve our take-out and curbside experience. We also have enhanced our technology for the off-premise sales channel by leveraging our self-developed mobile application, our website and other platforms to ensure our guests can more easily enjoy BJ’s menu from home or the office. This includes web-based order tracker, contactless curbside pickup with short message service (“SMS”) text and email technology to keep our guests informed of the status of their order and allow them to notify the restaurant when they arrive. These ongoing system and operational improvements are designed to improve the guest experience and drive traffic, off-premise check growth and increased catering orders. Where permitted by law, we also sell alcoholic beverages, including BJ’s beer as well as wine and mixed drinks through take-out and delivery channels.

HUMAN CAPITAL

As of December 31, 2024, we employed approximately 21,000 team members at our 218 restaurants. We also employed approximately 230 team members at our Restaurant Support Center in Huntington Beach, California and in field supervision positions around the country, whose primary goal is to provide gold standard support to our restaurant teams so they can focus on serving our guests. Approximately 17% of our hourly restaurant team members provide their services on a full-time basis, as defined by the Affordable Care Act. We actively work to ensure positive team member relations and a respectful workplace, frequently reinforcing the high ethical and professional standards set forth in our Code of Integrity, Ethics and Conduct which we believe should guide every decision we make. Currently, no unions or collective bargaining arrangements are in place at our Company.

Culture, Values and Inclusion, Diversity, and Equity

We recognize that our greatest asset and resource is our team members. A key component of our strategic plan is to CRAFT a People-First Hospitality Culture. We provide each of our team members with a card explaining CRAFT and our expectations for them and our guests as a tangible reminder of our commitment. Our values are focused on CRAFTing an engaging experience for our team members through:

Connection	Respect	Advancement	Fun	Trust

We strive to be an inclusive brand that reflects the diversity of our communities and provides equal opportunity and access for all of our team members to develop and advance within our Company. As of December 31, 2024, approximately 47% of our team members are female and, of our team members who indicated a racial or ethnic identity, or whose racial or ethnic identity can otherwise be determined, approximately 61% are from under-represented racial or ethnic communities.

Our Inclusion, Diversity and Equity Alliance (“IDEA”) focuses on celebrating and fostering inclusion and belonging among our team members and guests, appreciating and embracing diversity, and providing opportunities for our team members to listen to and learn from each other. IDEA Listening Circles give our team members the opportunity to share their personal stories and provide feedback to the Company on how we can drive intentional, meaningful change to improve our team member experience for all, recognizing that we all grow in understanding and empathy when we listen to voices and stories which are different than our own.

In addition, IDEA hosts periodic educational meetings with outside expert speakers and has created a resource center and an internal intranet page for team members designed to support education and awareness and to celebrate our differences.

Our Women’s Career Advancement Network (“WeCAN”), first introduced in 2011, focuses on developing, retaining and advancing women leaders. WeCAN hosts quarterly educational workshops and philanthropic activities. In addition, IDEA and WeCAN, in partnership with our BJ’s Restaurants Foundation (the “Foundation”), focus on charitable giving and volunteer efforts that support diversity and inclusion, including the Equal Justice Initiative, Special Olympics, and educational charities.

To win and retain our talent, we recognize we must maintain a workplace culture that encourages behaviors aligned with our values, helps our team members fulfill their career aspirations, and engages them throughout their careers. We offer our part-time team members benefit offerings, flexible hours with the ability to easily trade shifts, free or discounted meals depending on their position, and growth opportunities into management. In furtherance of this goal, we invest significant resources to retain and develop our talent. We offer a variety of career development resources to help develop, grow and enable team members to make the most of their careers at the Company, including an Emerging Leader Program to promote management readiness in our hourly team members, a Career Development Conference for managers within their first or second year with the Company, and a Leadership Development Conference to develop emerging General Managers, Managing Directors and Directors of Operations. We leverage a learning management system with numerous on-line resources for team member development, performance management and talent planning. We strive to ensure that advancement opportunities are transparent and equitable. We also host an annual General Manager Conference, which gives our General Managers, field supervision team and select Restaurant Support Center team members the opportunity to connect and learn in person, as well as regularly scheduled quarterly manager calls and Restaurant Support Center meetings.

Team Member Wellbeing Initiatives

We focus on providing health and financial wellbeing offerings that attract, retain, and engage BJ’s talent. We provide an Enlightened Living Wellbeing Program that offers educational resources that inspire participation in preventive care and wellbeing activities. Along with a variety of traditional benefit offerings, 401k and deferred compensation programs, and paid time off, we provide a variety of complimentary benefits and resources to support team members’ physical and mental health. This includes health and life assistance programs to our team members to provide counseling services, advocacy and billing support, and referrals, discounted fitness memberships, and an on-site fitness center at our Restaurant Support Center, among other services.

Team Member Safety

Throughout fiscal 2024, we have continued to comply with state and local government regulations and health recommendations, as applicable, to promote guest and team member wellness and to maintain clean restaurants. We remain vigilant and may reinstate any of the additional safety or health and wellness precautions that were instituted during the pandemic if public health conditions worsen in any of our service areas or future government regulations require us to do so.

We also continuously encourage our team members to speak up about safety matters. Our commitment to safety and culture is maintained through our open-door policy and empowering our team members to utilize our anonymous Team Member Hotline, without fear of retaliation, if they have any concerns about how they or others are treated. We also have an IDEA email address for team members to use if they have any ideas to improve our culture inclusion and belonging, and we have a “Killer Ideas” email address for team members to use to offer innovative ideas about how to improve our business.

Philanthropy

At BJ’s, we believe it is important to give back to the communities we serve and to do more good things for more people. Our Foundation, which is a 501(c)(3) qualified non-profit charitable organization, established in 2006, is principally dedicated to supporting charities benefiting children’s healthcare and education. Three of our current executive officers, our former Chairman of the Board of Directors, and our retired Executive Vice President of Operations serve on the Foundation’s eight-person Board of Directors. Our commitment to supporting humanitarian causes is exemplified by our “Cookies for Kids” program, which was created in 1998 and continues to be the heart of BJ’s continued financial support of the Cystic Fibrosis Foundation (“CFF”), to which millions of dollars have been donated throughout the years. We also promote national campaigns for the Alzheimer’s Association in June and No Kid Hungry in October, which give our guests the opportunity to donate to these charities when they dine with us. Additionally, in 2024, we brought back our craft beer for a cause, BJ’s CureVezaTM Mexican-Style lager. This year, we partnered with Pediatric Cancer Research Foundation and, once again, donated 25 cents for every pint brewed.

In addition to national campaigns, we also focus on supporting our local communities by providing volunteer hours, food and other resources for many worthwhile charitable causes and events through a program called Team Action to Support Communities (“TASC Force”). The TASC Force program recognizes and supports the volunteer efforts of our restaurant team members across the country, as they donate their own free time to benefit charitable causes and community events which are important to them, while helping give back to the communities in which our restaurants do business. Our TASC Force teams

have helped fulfill the wishes of special needs kids, placed flags at the graves of fallen soldiers, painted over unsightly graffiti, helped clean up beaches, parks and school grounds, hosted blood drives, worked with Special Olympics, packed meals for No Kid Hungry, painted houses for elderly citizens, supported Habitat for Humanity to re-build playgrounds, worked at food banks, participated in fundraising runs and walkathons, and delivered food to families in need.

At BJ’s, the act of compassionate giving influences every aspect of our Company’s culture. Caring about those in the communities we serve is only one aspect of this compassion. Caring for the BJ’s family of team members and loved ones is another. Our Give A Slice program was created to help our fellow co-workers and their families in their times of need and is fully funded by voluntary team member contributions. From funeral expenses for lost team members or their loved ones, to help in times of financial distress after a fire, natural disaster, theft or illness, Give A Slice helps hundreds of team members each year.

ENVIRONMENTAL SUSTAINABILITY AND STEWARDSHIP

We recognize that building a sustainable business is consistent with our goal of generating long-term shareholder value. Our sustainability leadership team spearheads our Environmental, Social, and Governance (“ESG”) initiatives. In partnership with others in our operations, supply chain, people, real estate and finance departments, the committee is responsible for executing a multi-year ESG strategic plan. The committee provides updates to the Governance and Nominating Committee of our Board of Directors on a quarterly basis.

We are committed to reducing our impact on air, land and water resources across our restaurants, Restaurant Support Center and global supply chain. We recognize the impact greenhouse gas emissions have on climate change and the importance of water conservation and sustainability for our planet. We have made it a priority to work with our team members and vendor partners to reduce our carbon footprint and environmental impact.

We have retained a third-party consultant to assist us in measuring our emissions and developing additional programs to reduce our overall carbon footprint. Our Human Rights and Labor Rights Policy, Environmental Stewardship Policy, Food and Personal Safety and Quality Policy, Animal Welfare Policy, and Vendor Partner Compliance Program confirm our focus on taking care of our people, communities, stakeholders and planet. More information on our environmental stewardship efforts is available on our website at: https://investors.bjsrestaurants.com/governance/governance-documents/default.aspx

EXECUTIVE OFFICERS

The following table sets forth certain information concerning our executive officers and other members of the executive leadership team as of February 26, 2025:

Name	Age	Position
C. Bradford Richmond	66	Interim Chief Executive Officer and Director
Lyle D. Tick	49	President and Chief Concept Officer
Brian S. Krakower	54	Executive Vice President and Chief Information Officer
Gregory S. Lynds	63	Executive Vice President and Chief Development Officer
Kendra D. Miller	50	Executive Vice President, General Counsel and Corporate Secretary
Christopher P. Pinsak	60	Executive Vice President and Chief Restaurant Operating Officer
Thomas A. Houdek	44	Senior Vice President and Chief Financial Officer
Alexander M. Puchner	63	Senior Vice President, Brewing Operations

C. BRADFORD RICHMOND has served as our Interim Chief Executive Officer since August 2024, and as a member of our Board of Directors since February 2024. From 2006 to 2015, Mr. Richmond served as Chief Financial Officer of Darden Restaurants, Inc. (NYSE: DRI) (“Darden”), the largest casual dining restaurant company in the United States featuring a portfolio of brands that include Olive Garden, LongHorn Steakhouse, and Cheddar’s Scratch Kitchen. Prior to that, he served as Corporate Controller of Darden from 2005 to 2006. Mr. Richmond also previously held executive-level finance and strategic planning roles at Red Lobster and Olive Garden and served as a senior auditor at Price Waterhouse & Co. Mr. Richmond served on the Board of Directors of Coast Entertainment Holdings Limited (ASX: CEH) from September 2017 to November 2024.

LYLE D. TICK has served as our President and Chief Concept Officer since September 2024. He previously served as President and Chief Executive Officer of On the Border Mexican Grill & Cantina from December 2023 to August 2024, and as Brand President of Buffalo Wild Wings (Inspire Brands family of restaurants) from 2018 to 2023. From 2016 to 2018, Mr. Tick served as Managing Director of Boots Retail USA for Walgreens Boots Alliance, and in global and North American marketing leadership roles at Bacardi from 2011 to 2015. Prior to that, Mr. Tick served in various executive leadership roles at marketing and advertising agencies, including at J. Walter Thompson, Gotham, and McGarryBowen.

BRIAN S. KRAKOWER has served as our Executive Vice President and Chief Information Officer since January 2023. He previously served as our Senior Vice President and Chief Information Officer from February 2013 to December 2022. Prior to joining the Company, Mr. Krakower served as Chief Technology Officer for Restaurant Revolution Technologies, a restaurant order management technology solutions company. From 2007 to 2012, Mr. Krakower was employed by California Pizza Kitchen, Inc., operator and licensor of casual dining restaurants, where his last position was Vice President of Information Technology. From 2003 to 2007, Mr. Krakower served as Senior Director of Information Technology – Corporate Systems for The Cheesecake Factory Incorporated, a publicly held operator of upscale casual dining restaurants. Prior to that, Mr. Krakower was employed by House of Blues Entertainment, Inc., an operator of restaurant and music venues, concerts and media properties, where he served as Senior Director of Information Systems and Technology from 1997 to 2003.

GREGORY S. LYNDS has served as our Executive Vice President and Chief Development Officer since October 2007. He previously served as our Chief Development Officer from July 2003 to October 2007. Prior to joining the Company, Mr. Lynds served as a Director of Real Estate for Darden Restaurants, Inc., the largest casual dining company in America. Prior to joining Darden, Mr. Lynds served as Vice President of Real Estate and Development for Wilshire Restaurant Group (Marie Callender’s and East Side Mario’s) and was a partner responsible for expanding the Mimi’s Café brand.

KENDRA D. MILLER has served as our Executive Vice President, General Counsel and Corporate Secretary since September 2021. She previously served as our Executive Vice President, General Counsel and Assistant Corporate Secretary from January 2019 until August 2021, and as our Senior Vice President, General Counsel and Assistant Corporate Secretary from March 2011 until December 2018. From August 2008 to February 2011, Ms. Miller practiced law as a partner at the international law firm of Crowell & Moring LLP. From January 2001 to August 2008, she was employed by CDF Labor Law LLP, where she became a partner in January 2008. She began her legal career as an associate at Paul Hastings.

CHRISTOPHER P. PINSAK has served as our Executive Vice President and Chief Restaurant Operations Officer since September 2024. He previously served as our Senior Vice President of Operations from January 2010 until September 2024. Prior to that, he served as our Regional Vice President of Operations from November 2004 to December 2009. From November 2000 to October 2004, Mr. Pinsak was employed by Wood Ranch BBQ & Grill, where he served as Director of Operations. From July 1987 to October 2000, Mr. Pinsak was employed by Brinker International, Inc., where his last position was Area Director of the Chili’s Grill & Bar concept.

THOMAS A. HOUDEK has served as our Senior Vice President and Chief Financial Officer since September 2021. He previously served as our Vice President of Strategy and Financial Planning and Analysis from July 2019 until August 2021. From January 2019 to June 2019, Mr. Houdek served as Director of Strategy at KFC. Prior to that, Mr. Houdek served as Director of Strategic Planning and Marketing Analysis at Taco Bell from June 2017 to January 2019, and as Sr. Manager of Strategic Planning from June 2015 to June 2017. Mr. Houdek also served as Manager of Mergers and Acquisitions at Yum! Brands from February 2014 to June 2015. Earlier in his career he served as an investment banker with Deutsche Bank Securities and CIBC World Markets.

ALEXANDER M. PUCHNER has been the Senior Vice President of Brewing Operations since 1996. From 1993 to 1995, Mr. Puchner was a founder and brewmaster for Laguna Beach Brewing Co., Huntington Beach Beer Co., Newport Beach Brewing Co., and Westwood Brewing Co. From 1988 to 1993, Mr. Puchner served as a product manager for Aviva Sports/Mattel, Inc. and as a marketing research manager for Mattel, Inc. Mr. Puchner has been a nationally certified beer judge since 1990.

RESTAURANT OPERATIONS

At BJ’s, we take pride in our ability to generate exceptional guest traffic per square foot, compared to many other full-service concepts. Our success is rooted in our commitment to running restaurants with “quality fast” efficiency, especially during peak dining hours, ensuring every guest receives outstanding service.

Each BJ’s location is led by a dedicated management team, typically consisting of a General Manager, an Executive Kitchen Manager, and three to five additional managers, tailored to the restaurant’s sales volume. The General Manager spearheads daily operations, overseeing everything from staffing and training to driving sales and profitability. Meanwhile, the Executive Kitchen Manager ensures culinary excellence, handling food preparation, inventory, purchasing, and kitchen labor, all while mentoring the kitchen team.

Our new restaurant managers undergo a rigorous 10-week advanced management training program, covering every facet of restaurant operations, from hospitality to business acumen. This program is directed by our Vice President of Talent Acquisition and Development and supported by our field supervision team. Additionally, all hourly team members participate in a structured onboarding process, guided by experienced team member instructors, to master their roles and deliver exceptional service.

The operational structure at BJ’s ensures seamless communication and support across all levels. General Managers report to Directors of Operations or Area Vice Presidents, who, in turn, report to a Vice President of Operations. At the helm is our

Executive Vice President and Chief Restaurant Operations Officer, who oversees restaurant operations, facility management, new openings, and the integration of strategic initiatives. Complementing this leadership is our kitchen operations team, led by the Vice President of Culinary and Kitchen Operations, and our Senior Vice President of Culinary and Kitchen Operations, who champion food quality, safety, and kitchen efficiency while coaching and mentoring our culinary leaders.

Each of our restaurants typically employs approximately 100 hourly team members, many of whom work part-time. We strive to cultivate a fun, premium full-service atmosphere staffed by passionate, skilled, and enthusiastic individuals who embody our commitment to excellence on every shift. Our restaurants are generally open daily from 11:00 a.m. to midnight, with the exception of Thanksgiving and Christmas. We offer an array of services to enhance the guest experience, including takeout, delivery, online ordering, curbside pickup, call-ahead waitlists, and reservations for large parties. Whether dining in or enjoying a meal at home, we aim to provide every guest with a seamless and memorable experience.

RESTAURANT SITE SELECTION AND EXPANSION OBJECTIVES

We are constantly evaluating ways to reduce construction costs and to further enhance unit productivity and efficiency. We seek to secure high-quality, high-profile locations for our restaurants, which we believe have the ability to draw guests from a larger area than most “mass market” full-service chain restaurants. Since BJ’s has proven that it can be successful in a variety of locations (suburban shopping areas, retail strip centers, lifestyle centers, and entertainment centers – either freestanding or in-line) and in a variety of income demographics, we can be highly selective and flexible in choosing suitable locations. We prefer to open our restaurants in mature trade areas with dense populations. We generally target geographic regions that allow us to build multiple restaurants in those areas. This “clustering” approach provides economic benefits including lower supply and distribution costs, improved marketing efficiencies, management supervision leverage and increased brand awareness.

We typically enter into operating leases for our locations for periods ranging from 10 to 20 years and obtain lease extension options in most instances. Our lease payment terms vary from lease to lease but generally provide for the payment of both minimum base rent and contingent (percentage) rent based on restaurant sales. We sometimes purchase the land underlying certain restaurant locations if it becomes available and, in many cases, we subsequently enter into sale-leaseback arrangements for land parcels that we have purchased. It is not our current strategy to own a large number of land parcels that underlie our restaurants.

TARGETED NEW RESTAURANT ECONOMICS

Our fiscal 2024 restaurant prototype averaged approximately 7,500 square feet with seating for as many as 250 guests with a targeted all-in net construction cost of approximately $6.0 million, including what was reimbursed to us by our landlords in the form of tenant improvement allowance incentives. We are developing a new smaller prototype for future restaurant development. This new prototype is expected to maintain a similar number of guest seats, feature an improved bar statement, better hospitality and speed, more efficient labor as well as other restaurant expenses and a lower investment cost. In fiscal 2025, we are targeting an all-in net construction cost of approximately $6.0 million per restaurant, after landlord tenant improvement allowance incentives. The gross cost of our restaurants may vary due to a variety of factors and could be greater or less than the targeted amounts due to geographic location, site work, trade labor costs and commodity inflation for building materials, such as lumber, steel and copper, among many other factors. Potential restaurant locations may not have a tenant improvement allowance available, and such allowance, when available, will vary in amount. In selecting sites for our restaurants, an important objective is to earn a suitable rate of return on our investment that exceeds our cost of capital. However, this return usually cannot be meaningfully measured until our restaurants reach their mature sales and profitability levels. Maturation periods vary from restaurant to restaurant, but generally range from two to five years. We currently target an approximate blended 15% to 20% return on our net cash invested to build a new restaurant, as well as total capital invested. Net cash invested includes our capital less tenant improvement allowances or proceeds from the sale of the underlying land, and total capital invested includes our net cash invested and a factor for the landlord’s invested capital (based on a capitalized value of minimum rents to be paid to the landlord) for each group of new restaurants to be opened each year, measured once the restaurants reach their mature level of operations.

The return-on-investment targets for our restaurant operations do not include any allocation of opening costs, field supervision and corporate support expense, non-cash items such as depreciation, amortization, equity-related compensation expense, interest expense and income taxes, and do not represent a targeted return on our common stock. There can be no assurance that any new restaurant opened will have similar operating results to those of established restaurants. Actual results usually differ from targeted results, and such differences may be material. We generally target our new restaurants to achieve average annual sales at maturity of at least $6.5 million and an average “four wall” estimated operating cash flow margin in the range of 15% to 20% after all occupancy expenses.

It is common for full-service restaurant locations to initially open with sales volumes well in excess of their sustainable run-rate levels. Given this initial “honeymoon” sales period, it may take up to three years until a new restaurant’s sales eventually

settle at a more predictable and sustainable level. Additionally, all of our new restaurants usually require a year or longer after opening to reach their targeted restaurant-level operating profit due to cost of sales and labor inefficiencies commonly associated with opening more complex full-service restaurants.

RESTAURANT OPENING EXPENSES

Restaurant opening expenses (also referred to as “preopening” expenses) include incremental out-of-pocket costs that are directly related to the openings of new restaurants. We expense preopening costs as incurred in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). As a result of the more complex operational nature of our “casual plus” restaurant concept compared to that of a typical full-service chain restaurant, the preopening process for our new restaurants is more extensive, time consuming and costly. The preopening expense for one of our restaurants usually includes costs to compensate an average of six to eight restaurant management team members prior to opening; costs to recruit and train an average of 150 hourly restaurant team members; wages, travel and lodging costs for our opening training team and other support team members; costs to practice service activities; and straight-line minimum base rent during the construction and in-restaurant training period.

Our preopening expense averaged approximately $0.7 million per new restaurant in fiscal 2024. We usually incur the most significant portion of preopening costs within the two-month period immediately preceding a restaurant’s opening. Preopening costs can fluctuate significantly from period to period, based on the number and timing of restaurant openings and the specific preopening costs incurred for each restaurant.

BREWING OPERATIONS

Our internal brewing operations originated in 1996 with the opening of the first large format location in Brea, California, which included our first on-site brewing operation. We currently have four restaurants with in-house brewing facilities and two stand-alone brewpubs located around the country. We also utilize qualified independent third-party brewers to produce our beer, using our proprietary recipes. Our brewing operations are typically staffed with a head brewer and assistant brewers, who report to a brewing director. The brewing operations team analyzes each batch of BJ’s branded beer in internal laboratories, and we periodically send samples to an independent laboratory for quality control testing purposes.

We currently believe a combination of internal brewing and larger-scale independent third-party brewing represents the optimal production method for our craft beers as we continue the national expansion of our restaurants. This approach allows us to get the benefits provided by brewing beer in larger batches, yet also provides us the flexibility to allow our brewing operations to focus on specialty, seasonal and research and development beers. During fiscal 2024, we internally brewed approximately 76% of our branded craft beers, with approximately 56% of this amount brewed in our Temple, Texas brewpub locations. We also produce proprietary non-alcoholic craft sodas that are sold in our restaurants. Our handcrafted soda flavors include root beer, ginger beer, vanilla cream, orange cream and black cherry.

Additionally, pursuant to various laws and regulations, the majority of our proprietary craft beer must be distributed to our restaurants through independent wholesale beer distributors, whether we produce the beer or it is produced by independent third-party brewers. We currently have arrangements with a sufficient number of beer distributors in all markets where we operate restaurants; however, our continued national expansion will require us to enter into agreements with additional beer distributors.

MARKETING AND ADVERTISING

Our marketing strategy is designed to foster brand awareness, deepen guest engagement, and drive visit frequency through a mix of digital innovation, localized outreach, and in-restaurant experiences. Our key objectives include increasing visit frequency among existing guests while building awareness and cultivating new brand fans. By integrating digital innovation, localized outreach, earned marketing, and personalized guest engagement, our holistic strategy positions BJ’s to remain competitive while delivering superior food, hospitality, and memorable dining experiences.

Integrated Marketing and Media Strategies

We utilize a strategic mix of linear TV, connected TV, and digital video in key markets to build awareness and consideration. Digital channels, including social media, pay-per-click advertising, and search marketing play a critical role in engaging audiences across all markets. Signature offerings like the Pizookie® dessert and the Lucky Ducky cocktail that consistently generate “buzz” on social platforms, solidify our reputation for crave-worthy menu items. To amplify this momentum, we partner with influencers who align with our brand values, leveraging their platforms to showcase our products and generate excitement. Additionally, we engage in earned marketing through public relation efforts, spotlighting our unique products and brand story to drive broader awareness and credibility.

Local Restaurant Marketing

Our restaurants execute creative, community-based initiatives to connect with local guests, often participating in charitable, civic, and cultural programs. These efforts underscore our role as a neighborhood gathering place and foster lasting relationships within the communities we serve.

In-Restaurant Messaging and Promotions

In-restaurant marketing is central to our strategy, with messaging and merchandising designed to highlight limited-time offerings (“LTOs”), drive trial in key product categories, and encourage higher check averages. Seasonal and holiday campaigns inspire repeat visits, foster loyalty, and introduce guests to new menu favorites.

Loyalty and Personalization

Our BJ’s Premier Rewards Plus® loyalty program enables us to engage guests with personalized email marketing and direct communication. This program not only drives frequency but also nurtures ambassadorship, encouraging members to advocate for our brand within their networks.

Data-Driven Insights

We leverage our loyalty database alongside third-party data sources to gain a deeper understanding of guest demographics and behaviors. This enables us to create highly targeted and tailored campaigns, products, and experiences that attract new guests while delighting existing guests. An internal innovation team gathers real-time guest feedback in our restaurants, ensuring new products and experiences consistently exceed expectations.

Our marketing related expenditures were approximately 2.0%, 1.8%, and 1.7% of revenues for fiscal 2024, 2023 and 2022, respectively. We expect our marketing expenditures in fiscal 2025 to be 2.0% to 2.5% of our revenues.

SEASONALITY AND ADVERSE WEATHER

Our business is impacted by weather and other seasonal factors that typically impact other restaurant operations. Holidays (and shifts in the holiday calendar) and severe weather including hurricanes, tornadoes, thunderstorms, snow and ice storms, prolonged extreme temperatures and similar conditions may impact restaurant sales volumes in some of the markets where we operate. Many of our restaurants are located in or near shopping centers and malls that typically experience seasonal fluctuations in sales. Quarterly results have been and will continue to be significantly impacted by the timing of new restaurant openings and their associated restaurant opening expenses. As a result of these and other factors, our financial results for any given quarter may not be indicative of the results that may be achieved for a full fiscal year.

INFORMATION SYSTEMS

We continue to focus on providing our operators with best-in-class, intuitive, secure technology that is tailored to our business so they can provide unsurpassed hospitality to our guests and our team members in a productive and efficient manner. Our strategy of providing and enhancing integrated systems to drive operational efficiencies enables our restaurant teams to focus on achieving restaurant operations excellence. We have implemented technology-enabled business solutions for tableside order entry, ecommerce solutions through our updated website which includes online ordering and order tracker for our take-out and delivery guests, kitchen and bar system automations, labor scheduling and productivity, cost management, food preparation, table management, inventory, guest service and team member training. We also utilize a centralized accounting and human capital management system, a data center technology service with cloud-based technologies, and a talent development system to provide our team members a more engaged experience, which we believe can provide a competitive advantage in the tight labor market. We will continue to develop and deploy seamless, non-invasive restaurant and support technologies that help improve our guest experience, team member effectiveness and satisfaction, financial management and cost control. New technology is thoroughly tested and validated before any company-wide rollout is implemented.

SUPPLY CHAIN MANAGEMENT

Our supply chain department, working together with our culinary, marketing and operations teams, is responsible for the selection and procurement of all of the food ingredients, beverages, products and supplies for our restaurants and brewing operations. Specifications are mandated by the supply chain department in order to consistently maintain the highest quality ingredients and operational materials. Our goal is to obtain the highest quality menu ingredients, products and supplies from reliable sources at competitive prices. In order to maximize operating efficiencies between purchase and usage, a restaurant manager determines daily usage requirements for food ingredients, products and supplies for their restaurant and places orders with vendors approved by our supply chain department. A manager also inspects our deliveries to ensure that the items

received meet our quality specifications and negotiated prices. For many of our menu ingredients, we have arranged for acceptable alternative manufacturers, vendors, growers and shippers in order to reduce risk in our supply chain. In addition to procuring food ingredients, beverages, products and supplies for our restaurants, the supply chain department also manages the procurement agreements in the areas of energy, transportation and general corporate services.

Where economically feasible and possible, we attempt to negotiate contracts for key commodities used in the preparation of our food and beverage offerings, based on our expected requirements for each fiscal year. If our attempts are successful, most of our contracts typically range in duration from three to twelve months. Although we currently do not directly engage in future contracts or other financial risk management strategies with respect to potential commodity cost fluctuations, from time to time we may opportunistically request that our suppliers consider doing so to help minimize the impact of potential cost fluctuations. Suppliers will typically pass the cost of such strategies along to us, either directly or indirectly.

We use a leading foodservice distributor to deliver the majority of our food products to our restaurants. We also have an agreement with the largest nationwide foodservice distributor of fresh produce in the United States to service most of our restaurants and, where licensed, to distribute our proprietary craft beer to our restaurants.

COMPETITION

The domestic restaurant industry is highly competitive and generally considered to be mature. There are a substantial number of full-service, fast casual and quick service restaurant chains and other food and beverage service operations, that compete both directly and indirectly with us in every respect, including food quality and service, the price‑value relationship, beer quality and selection, atmosphere, suitable sites for new restaurants and for qualified personnel to operate our restaurants, among other factors. We also compete within each of our trade areas with locally-owned restaurants. We face growing competition as a result of the trend toward convergence in grocery, deli and restaurant services, particularly in the supermarket industry which offers “convenient meals” in the form of improved entrées and side dishes.

Our restaurant concept is a relatively small “varied menu” full-service competitor compared to the mature “mass market” chains. 59 of our restaurants are located in one state - California. Our overall brand awareness and competitive presence in states outside of California is not as significant as that of our major full-service chain competitors. Many competitors with similar concepts to ours have been in business longer than we have, have greater consumer awareness, and often have substantially greater capital, marketing and human resources.

We believe, however, that our ability to offer higher quality food and beverages at moderate prices with superior service in a distinctive dining environment provides us with the opportunity to capture additional market share in the full-service segment.

FOOD QUALITY AND SAFETY

Our revenues can be substantially affected by adverse publicity resulting from food quality, illness, or health and safety concerns if incidents occur at our restaurants or at our competitors’ restaurants. In addition, our revenues can be affected by illness or health concerns stemming from incidents occurring at our suppliers or competing suppliers or that appear to be transmitted via public interactions. We attempt to manage risks of this nature by leveraging food quality and safety controls throughout our supply chain and internal training programs. While we believe that our internal policies and procedures for food safety and sanitation are thorough, the risk of food-borne illness cannot be completely eliminated, and incidents at other restaurant chains or in the food supply chain may affect our restaurants even if our restaurants are not implicated in a food safety concern.

We are committed to serving safe, high-quality food. Our food quality and safety teams strive to ensure compliance with our food safety programs and practices, components of which include:

• Partnering with suppliers to improve food safety processes and technology

• Food safety training for all new team members

• Advanced food safety training for management trainees

• Manager food safety certifications

• Several layers of audits and inspections:

• Unannounced audits by an independent third-party auditing company to validate food safety and personal safety protocols

• BJ’s internal Quality Assurance team audits

• Operation’s team food safety audits

• Regulatory inspections

• Daily food safety checks based on Hazard Analysis and Critical Control Points (“HACCP”) principles

• Tamper-resistant bag seals for all take-out orders

• Utilization of technology to manage food safety risks

GOVERNMENT REGULATIONS

We are subject to various federal, state and local laws, rules and regulations that affect our business. Regulations relating to opening and closing of restaurant dining rooms or outdoor patios, business hours, sanitation practices, to-go alcohol sales, guest spacing within dining rooms and other social distancing practices, and employment and safety-related laws involving contact tracing, exclusions and paid sick leave have materially affected the way we operate our business and serve our guests, and have adversely impacted our cost structure and resulting profitability of our restaurants.

Each of our restaurants is subject to licensing and regulation by a number of governmental authorities, which may include alcoholic beverage control, labor/equal employment, building, land use, health, safety and fire agencies, and environmental regulations in the state or municipality in which the restaurant is located. We believe that we are in compliance with all relevant laws, rules and regulations in all material respects. Difficulties obtaining or maintaining the required licenses or approvals could delay or prevent the development of a new restaurant in a particular area or could adversely affect the operation of an existing restaurant.

Alcoholic beverage control regulations require each of our restaurants to apply to a federal and state authority and, in certain locations, municipal authorities for a license and permit to sell alcoholic beverages on and off-premises. Typically, licenses must be renewed annually and may be revoked or suspended for cause by such authority at any time. Alcoholic beverage control regulations impact numerous aspects of the daily operations of our restaurants, including the minimum age of patrons and team members, hours of operation, advertising, wholesale purchasing, inventory control and handling, and storage and dispensing of alcoholic beverages.

Our restaurants and brewing operations are subject to “tied house” laws and the “three tier system” of beverage alcohol distribution, which were introduced by various states after the repeal of Prohibition. These laws generally prohibit brewers from holding an interest in retail licenses and require manufacturers, distributors and retailers to remain separate “tiers.” Over the last 30 years, “brewpubs,” which are both retailers and onsite brewers, have been authorized by law in most states through specific exceptions to these laws. These exceptions are unique to each state and do not mirror one another. However, brewpubs are generally licensed as retailers and do not have the same privileges as microbreweries, and the privileges of, and restrictions imposed on, brewpubs vary from state to state. These restrictions sometimes prevent us from operating both brewpubs and restaurants in some states. We believe that we are currently in compliance with the brewpub regulations in the states where we hold such licenses. However, there is some risk that a state’s brewpub regulations or the interpretation of these regulations may change in a way that could impact our current model of brewing beer and/or supplying beer to our restaurants in that state. We apply for our alcoholic beverage licenses with the advice of outside legal and licensing counsel and consultants. Even after the issuance of these licenses, our operations could be subject to differing interpretations of the “tied house” laws and the requirements of the “three tier system” of beverage alcohol distribution in any jurisdiction that we conduct business. Additionally, the failure to receive or retain, or a delay in obtaining, a liquor license in a particular location could adversely affect our ability to obtain such a license elsewhere.

We are subject to “dram-shop” statutes in California and other states in which we operate. Those statutes generally provide a person who has been injured by an intoxicated person the right to recover damages from an establishment that has wrongfully served alcoholic beverages to such person. We carry liquor liability coverage, as part of our existing comprehensive general liability insurance, which we believe is consistent with the coverage carried by other entities in the restaurant industry and would help protect us from exposure created by possible claims. Even though we carry liquor liability insurance, a judgment against us under a dram-shop statute in excess of our liability coverage could have a materially adverse effect on us. Regardless of whether any claims against us are valid or whether we are liable, claims may also be expensive to defend and may divert management’s time and our financial resources away from our operations. We may also be adversely affected by publicity resulting from such claims.

Various federal and state labor laws, along with rules and regulations, govern our relationship with our team members, including such matters as minimum wage, overtime, tip credits, health insurance, working conditions, safety and work eligibility requirements. Significant additional governmental mandates, such as an increased minimum wage, a change in the laws governing exempt team members, an increase in paid time off or leaves of absence, mandates on health benefits and insurance or increased tax reporting and payment requirements for team members who receive gratuities, could negatively impact our restaurants’ profitability. We are also subject to the regulations of the Immigration and Customs Enforcement (“ICE”) branch of the United States Department of Homeland Security. In addition, some states in which we operate have adopted immigration employment protection laws. Even if we operate our restaurants in strict compliance with ICE and state requirements, some of our team members may not meet federal work eligibility requirements, despite our efforts and without our knowledge, which could lead to a disruption in our work force. Additionally, our suppliers may also be affected by various

federal and state labor laws which could result in supply disruptions for our various goods and services or higher costs for goods and services supplied to us.

We are subject to various laws and regulations relating to nutritional content, nutritional labeling, product safety and menu labeling. We are also subject to federal and state environmental regulations. Various laws concerning the handling, storage, and disposal of hazardous materials, such as cleaning solvents, and the operation of restaurants and brewpubs in environmentally sensitive locations may impact aspects of our operations.

Our facilities must comply with the applicable requirements of the Americans With Disabilities Act of 1990 (“ADA”) and related state statutes. The ADA prohibits discrimination on the basis of disability with respect to public accommodations and employment. Under the ADA and related state laws, when constructing new restaurants or undertaking significant remodeling of existing restaurants, we must make them readily accessible to disabled persons. We must also make reasonable accommodations for the employment of disabled persons.

INSURANCE

We maintain comprehensive insurance coverage, including, but not limited to, property, casualty, directors and officers liability and network privacy security liability, with coverage and limits we believe are currently appropriate for our operations. We retain a substantial portion of our workers’ compensation and general liability costs through self-insured retentions and large deductibles. There is no assurance that any insurance coverage maintained by us will be adequate or that we will not experience claims in excess of our coverage limits; that we can continue to obtain and maintain such insurance at all; or that our premium costs will not rise to an extent that they will adversely affect our ability to economically obtain or maintain such insurance. As with the vast majority of businesses in the United States, we do not have insurance coverage related to business interruptions or other effects of any pandemic. We carry employment practices insurance, which covers claims involving matters such as harassment, discrimination, and wrongful termination; however, it excludes class and collective action wage and hour claims. A settlement or judgment against us in excess of, or outside of, our coverage limitations could have a material adverse effect on our results of operations, liquidity, financial position and business. See “Limitations in our insurance coverage or rising insurance costs could adversely affect our business or financial condition in certain circumstances” in “Risk Factors” contained in Part I, Item 1A of this Annual Report on Form 10-K.

TRADEMARKS AND COPYRIGHTS

We believe that our trademarks, service marks and other proprietary rights have significant value and are important to our brand-building effort and the marketing of our restaurant concept. Our trademarks and service marks domestically registered with the United States Patent and Trademark Office include, among others, our stylized logos displaying the name “BJ’s” for beer, restaurant services, restaurant and bar services, on-line ordering and take-out restaurant services and the word mark “BJ’s” for beer, restaurant and bar services, take-out and carry-out restaurant services. We have also registered with the United States Patent and Trademark Office many of our standard and seasonal beer logos and names, as well as many of our signature menu item names including “Pizookie” for our proprietary dessert and “Enlightened Entrees” and “Craft Matters” for our branding. We have also registered our BJ’s logo mark in a number of foreign countries. Additional domestic and foreign trademark applications are pending. The duration of trademark registrations varies from country to country. However, generally, with appropriate use and renewal, they may be maintained indefinitely. We own numerous copyrights for items such as product packaging, promotional materials, in-restaurant graphics and training materials. We have also registered our ownership of the internet domain name “www.bjsrestaurants.com” and other internet domain names. We have in the past protected, and expect to continue to vigorously protect, our proprietary rights. There can be no assurances that and we cannot predict whether the steps taken by us to protect our proprietary rights will be adequate to prevent misappropriation of these rights or the use by others of restaurant features based upon, or otherwise similar to, our concept, trademarks, and products. There may be other restaurants, retailers and/or businesses that also use our marks in some form or fashion throughout the United States and abroad. Although our policy is to challenge infringements and other unauthorized uses of our marks, it may be difficult for us to prevent others from copying elements of our concept, trademarks, and products, and certain or unknown unauthorized uses or other misappropriation of our marks could diminish the value of our marks and adversely affect our business, growth prospects and goodwill. Any claims or litigation undertaken to enforce our rights will likely be time-consuming and costly. In addition, we may face claims of misappropriation or infringement of third parties’ trademarks, patents or other intellectual property rights. Defending these claims, whether or not they have merit, may be time-consuming and costly and, if unsuccessful, may prevent us from continuing to use certain intellectual property rights or information in the future and may result in a judgment or monetary damages.

ITEM 1A. RISK FACTORS

The risk factors presented below may affect our future operating results, financial position and cash flows. The risks described in this Item 1A and other sections of this Annual Report on Form 10-K are not exhaustive and are not the only risks we may ever face in our business. We operate in a very competitive and rapidly changing environment. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. There may be other risks and uncertainties that are not currently known or that are currently deemed by us to be immaterial. However, they may ultimately adversely affect our business, financial condition and/or operating results. In addition to the risk factors presented below, changes in general economic conditions, credit markets, consumer tastes, discretionary spending patterns, demographic trends, and consumer confidence in the economy, all of which affect consumer behavior and spending for restaurant dining occasions, may have a material impact on us.

Risks Related to our Restaurant Business, Operations and Future Growth

The restaurant industry is highly competitive. Any inability to maintain our brand image and compete effectively in the restaurant industry may adversely affect our revenues, profitability and financial results.

The restaurant industry is highly competitive. We compete on the basis of the taste, quality and price of food offered, guest service, brand name identification, beer quality and selection, facilities attractiveness, restaurant location, atmosphere and overall dining experience. In addition, we compete with other restaurants and retailers for real estate. Our competitors include a large and diverse group of restaurant chains and individual restaurants that range from independent local operators that have opened restaurants in various markets to well-capitalized national restaurant companies. Many of our competitors have substantially greater financial, marketing and other resources than we do.

In addition to other full-service restaurants, we face competition from an array of food-away-from-home alternatives, including fast casual restaurants, single-serve operations, quick-service restaurants and the trend toward convergence in grocery, deli and restaurant services, particularly in the supermarket industry which offers “convenient meals” in the form of improved entrées and side dishes from the deli section. We also continue to face pressure for consumer discretionary spending on restaurant occasions, as well as less expensive alternatives to BJ’s.

Our ability to effectively compete in the restaurant industry, the successful operation of the BJ’s restaurant concept and the execution of our national expansion plan are all highly dependent upon BJ’s ability to remain relevant to consumers and being a brand they trust. Any incident that erodes consumer trust in or affinity for the BJ’s brand may significantly reduce its value. If consumers perceive or experience any reduction in our food or beverage quality, service or facility ambiance, or in any way believe we failed to deliver a consistently positive dining experience, our ability to compete and the value of the BJ’s brand may be impaired. In addition, if other restaurants are able to promote and deliver a higher degree of perceived value through heavy discounting or other methods, our guest traffic levels may suffer, which would adversely impact our revenues and profitability.

Our inability or failure to successfully and sufficiently raise menu prices to offset rising costs and expenses may adversely affect guest traffic and our results of operations.

In the past, we have experienced dramatic price increases of certain items necessary to operate our restaurants and brewing operations, including increases in the cost of food, commodities, labor, team member benefits, insurance arrangements, construction, energy and other costs. We utilize menu price increases to help offset the increased cost of commodities, minimum wage and other costs. However, there is no guarantee that our menu price increases will be accepted by our guests. If our costs increase, our operating profit and results of operations will be adversely affected if we are unable to increase our menu prices to offset such increased costs or if our increased menu prices result in less guest traffic. In addition, we cannot provide assurance that menu price increases will not deter guests from visiting our restaurants, reduce the frequency of their visits or affect their purchasing decisions.

Negative publicity about us, our restaurants, other restaurants, or others across the food supply chain, due to foodborne illness or for other reasons, whether or not accurate, may adversely affect the reputation and popularity of our restaurants and our results of operations.

The good reputation of our restaurants is a key factor to the success of our business. Incidents that occur at any of our restaurants, or at restaurants operated by other foodservice providers or generally in the food supply chain, may be damaging to the restaurant industry overall, may specifically harm our brand and reputation and may quickly result in negative publicity for us, which may adversely affect our sales and popularity with our guests. Moreover, negative publicity resulting from poor food quality, illness, injury, food tampering or other health concerns, whether related to one of our restaurants, to the restaurant industry, or to the beef, seafood, poultry or produce industries (such as negative publicity concerning the accumulation of carcinogens in seafood, e-coli, hepatitis A, Avian Flu, listeria, salmonella, and other food-borne illnesses), or operating

problems related to one or more of our restaurants, may adversely affect sales for all of our restaurants and make our brand and menu offerings less appealing to consumers.

In addition, our brewing operations are subject to certain hazards and liability risks faced by all brewers, such as potential contamination of ingredients or products by bacteria or other external agents that may be wrongfully or accidentally introduced into products or packaging. While we have not experienced any serious contamination problem in our products, the occurrence of such a problem may result in a costly product recall and serious damage to our reputation for product quality, as well as claims for product liability.

Health concerns arising from food-borne or other illnesses or specific categories of foods may adversely affect our business.

The United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as COVID-19 pandemic, Avian Flu or “SARS,” and H1N1 or “swine flu,” or other diseases such as bovine spongiform encephalopathy, commonly known as “mad cow disease.” If a virus is transmitted by human contact, our team members or guests may become infected, or may choose, or be advised, to avoid gathering in public places, any of which may adversely affect our restaurant guest traffic and our ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level. We also may be adversely affected if jurisdictions in which we have restaurants impose mandatory closures, seek voluntary closures or impose restrictions on operations. Even if such measures are not implemented and a virus or other disease does not spread significantly, the perceived risk of infection or significant health risk may adversely affect our business.

Although we follow industry standard food safety protocols and continue to enhance our food safety and quality assurance procedures, no food safety protocols can completely eliminate the risk of food-borne illness in any restaurant. To the extent that a virus or disease is food-borne, or perceived to be food-borne, any future outbreaks or the possibility of such outbreaks may adversely affect guest traffic generally or the price and availability of certain food products which would have a material adverse effect on our operations. Even if food-borne illnesses arise from conditions outside of our control, the negative publicity from any such illnesses is likely to be significant. If our restaurant guests or team members become ill from food-borne illnesses, we may be forced to temporarily close the affected restaurants.

In addition, public concern over health risks associated with certain foods may cause fear about the consumption of menu items which incorporate such foods. If we change our menu in response to such concerns, we may lose guests who do not prefer the new menu, and we may not be able to sufficiently attract new guests to produce the revenue needed to restore the profitability of our restaurant operations.

Any deterioration in general economic conditions which adversely affects consumer spending, our landlords or businesses neighboring our locations, may adversely affect our results of operations.

Any decrease in guest traffic or the average expenditure per guest will negatively impact our financial results, since reduced sales result in the deleveraging of the fixed and semi-fixed costs in our operations and thereby cause downward pressure on our operating profits and margins. There is also a risk that if negative economic conditions persist for a long period of time or worsen, consumers may make long-lasting changes to their discretionary purchasing behavior, including less frequent discretionary purchases on a more permanent basis.

In addition, deterioration in general economic conditions may adversely affect our landlords’ abilities to satisfy obligations to us under leases, including failures to fund or reimburse agreed-upon tenant improvement allowances. If our landlords are unable to obtain sufficient credit to continue to properly manage their retail centers, we may experience a drop in the level of quality of such centers where we operate restaurants. Our future development of new restaurants may also be adversely affected by the negative financial situation of developers and potential landlords. Any such adverse developments with respect to our landlords may adversely impact our operations.

Our restaurants are generally located in or around high traffic retail developments with nationally recognized co-tenants, which helps increase overall guest traffic into those retail developments. Some of our co-tenants have ceased or may cease operations in the future or have deferred openings or fail to open in a retail development after committing to do so. These failures may lead to reduced guest traffic and a general deterioration in the surrounding retail centers in which our restaurants are located and may contribute to lower guest traffic at our restaurants. If these retail developments experience high vacancy rates, any resulting decrease in guest traffic may adversely affect our results of operations.

Changes in consumer buying patterns, particularly e-commerce sites and off-premise sales affect our revenues, operating results and liquidity.

Our restaurants are primarily located near high consumer activity areas such as regional malls, lifestyle centers, “big box” shopping centers and entertainment centers. We depend in large part on a high volume of visitors to these centers to attract guests to our restaurants. E-commerce or online shopping continues to increase and negatively impact consumer traffic at

traditional “brick and mortar” retail sites located in regional malls, lifestyle centers, “big box” shopping centers and entertainment centers. A decline in visitors to these centers near our restaurants may negatively affect our sales. Closures of traditional “brick and mortar” retail sites may lead to reduced guest traffic and a general deterioration in the surrounding retail centers in which our restaurants are located and may contribute to lower guest traffic at our restaurants.

Any adverse change in consumer trends or traffic levels may adversely affect our business, revenues and results of operations.

Due to the nature of the restaurant industry, we are dependent upon consumer trends with respect to the public’s tastes, eating habits, public perception toward alcohol consumption and discretionary spending priorities, as well as consumer traffic rates at the sites surrounding our restaurants, which are primarily located in high-activity areas such as urban, retail, mixed-use and lifestyle centers. In general, such consumer trends and visit frequencies are significantly affected by many factors, including national, regional or local economic conditions, changes in area demographics, public perception and attitudes, increases in regional competition, food, liquor and labor costs, traffic and shopping patterns, weather, natural disasters, interest rates, co-tenancies in urban, retail and mixed-use and lifestyle centers and the availability and relative cost of gasoline. Our success will depend, in part, on our ability to anticipate and respond to such changing consumer preferences, tastes, eating and purchasing habits, as well as other factors affecting the restaurant industry, including new market entrants and demographic changes. Any adverse change in any of the above factors and our inability to respond to such changes may cause our restaurant volumes to decline and adversely affect our business, revenues and results of operations.

Changes in off-premise sales or costs may adversely affect our operating results.

Delivery from our restaurants is primarily accomplished by utilizing third-party delivery companies. These third-party delivery companies require us to pay them a commission, which adversely affects our profit margin on those sales. Off-premise sales could cannibalize dine-in sales, or our systems and procedures may not be sufficient to handle off-premise sales, which require additional investments in technology or people. To the extent that off-premise sales significantly reduce dine-in guest traffic or result in the need for additional expenditures to meet demand, our operating results will be adversely affected. In addition, if third-party delivery services cease doing business with us, or cannot make their scheduled deliveries, or do not continue their relationship with us on favorable terms, it would have a negative impact on sales or result in increased third-party delivery fees.

Any inability or failure to recognize, respond to and effectively manage the accelerated impact of social media may adversely affect our business.

There has been a significant increase in the use of social media and similar platforms. Consumers value readily available information concerning goods and services that they have or plan to purchase and may act on such information without further investigation or authentication. The dissemination of information online regarding our Company or our restaurants, together with any resulting negative publicity, may harm our business, prospects, financial condition and results of operations, regardless of the information’s accuracy.

As part of our marketing efforts, we use a variety of digital platforms including search engines, mobile, online videos and social media platforms such as Facebook®, X Corp.®, Instagram® and TikTok® to attract and retain guests. We also test new technology platforms to improve our level of digital engagement with our guests and team members to help strengthen our marketing and related consumer analytics capabilities. These initiatives may not prove to be successful and may result in expenses incurred without the benefit of higher revenues or increased engagement.

Any inability or failure to successfully expand our restaurant operations or open and adequately staff new restaurants may adversely affect our growth rate and results of operations.

A critical factor in our future success is our ability to expand our restaurant operations, which will depend in large part on our ability to open new restaurants in a profitable manner. We anticipate that our new restaurants will generally take several months or even longer to reach targeted productivity levels due to the inefficiencies typically associated with new restaurants, including lack of initial market and consumer awareness, the need to hire and train sufficient management and restaurant team members and other factors. The opening of new restaurants can also have either an expected or an unintended effect on the sales levels at existing restaurants. We cannot guarantee any restaurant we open will obtain operating results similar to those of our existing restaurants. If we are unable to open and operate new restaurants successfully, our growth rate and our results of operations will be adversely affected. Our expansion plans may also be impacted by the delay or cancellation of potential new sites by developers and landlords, which may become more common as a result of economic deterioration or tightening credit markets.

In order to achieve our targeted capacity rate of new restaurant growth, we intend to open new restaurants in both established and new markets. Opening new restaurants in established markets generally provides some advantages in the form of stronger levels of initial consumer awareness, trial and usage, as well as greater leverage of certain supply chain and field supervision resources. On the other hand, there is a risk that a portion of the sales of existing restaurants in the market may transfer to

newly opened restaurants in the same market, resulting in negative pressure on our overall comparable restaurant sales metric. While we do not generally select locations for our new restaurants where we believe that a significant sales transfer will likely occur, some unexpected sales transfer may inadvertently occur.

Some of our new restaurants may be planned for new markets where we have little or no operating experience. New markets may have different competitive conditions, consumer tastes and discretionary spending patterns than our existing markets. As a result, new restaurants in those markets may be less successful than restaurants in our existing markets. Consumers in a new market may not be familiar with the BJ’s brand. We also may find it more difficult to hire, motivate and retain qualified team members in new markets. Restaurants opened in new markets may also have lower average restaurant sales than restaurants opened in our existing markets, and may have higher construction, occupancy or operating costs than restaurants in existing markets. Sales at restaurants opened in new markets may take longer to achieve margins typical of mature restaurants in existing markets or may never achieve these targeted margins thereby affecting our overall profitability. As we expand into new markets and geographic territories, our operating cost structures may not resemble our experience in existing markets. Because there will initially be fewer restaurants in a given market, our ability to optimally leverage our field supervision, marketing and supply chain resources will be limited for a period of time. Further, our overall new restaurant development and operating costs may increase due to more lengthy geographic distances between restaurants resulting in higher purchasing, preopening, labor, transportation and supervision costs. The performance of restaurants in new markets will often be less predictable.

As part of our ongoing restaurant expansion and growth strategy, we may consider the internal development or acquisition of additional restaurant concepts. We may not be able to internally develop or acquire additional concepts that are as profitable as our existing restaurants. Additionally, growth through acquisitions will also involve additional financial and operational risks.

Our inability to renew existing leases on favorable terms may adversely affect our results of operations.

The majority of our restaurants are located on leased premises and are subject to varying lease-specific arrangements. Some of our leases require base rent that is subject to regional cost-of-living increases and other leases include base rent with specified periodic increases. Other leases are subject to renewal at fair market value, which may involve substantial increases. Additionally, many leases require contingent rent based on a percentage of gross sales. There can be no assurance that we will be able to renew our expiring leases after exercising all remaining renewal options. As a result, we may incur additional costs to operate our restaurants, including increased rent and other costs related to our renegotiation of lease terms for an existing leased premise or for a new lease in a desirable location and the relocation and development of a replacement restaurant.

Any inability to retain key personnel or difficulties in recruiting qualified personnel may adversely affect our business until a suitable replacement is found.

The success of our business continues to depend on the contributions of our senior management team, both individually and as a group. Our senior executives have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing. Losing the services of any of these individuals may materially adversely affect our business until a suitable replacement is found. We believe that these individuals cannot easily be replaced with executives of equal experience and capabilities.

Additionally, when unemployment levels are low or labor markets are otherwise challenged, it is difficult and more expensive for us to fully staff our restaurants. While we do our best to avoid business interruptions in our operating restaurants, as well as delays in opening our new restaurants, there is no guarantee or assurance that we can avoid this in the future.

Any adverse changes in the cost of food, brewing commodities and other materials, including cost increases caused by inflation, tariffs, or global conflicts may adversely affect our operating results.

Our supply chain department negotiates prices for all of our ingredients and supplies through contracts, spot market purchases or commodity pricing formulas. Furthermore, various factors beyond our control, including adverse weather conditions and governmental regulations, the imposition of tariffs on commodities and other goods in our supply chain, as well as increased public concern over food safety standards and local and state governmental requirements, could materially harm our business and may also cause our food and supply costs to increase. We cannot predict whether we will be able to anticipate and react to changing food and supply costs or safety incidents by adjusting our purchasing practices. We also have a single or a limited number of suppliers for certain of our commodity and supply items. Accordingly, supply chain risk may increase our costs and limit the availability of some products that are critical to our restaurant and brewing operations, which may adversely affect our operating results or cash flows from operations.

The overall cost environment for food commodities can be volatile primarily due to domestic and worldwide agricultural supply/demand and other macroeconomic factors that are outside of our control, including recent inflationary trends, military, trade disputes, and geopolitical conflicts. The availability and prices of food commodities are also influenced by energy prices,

droughts, animal-related diseases, natural disasters, the relationship of the dollar to other currencies, government regulated tariffs and other issues. Virtually all commodities purchased and used in the restaurant industry (meats, grains, oils, dairy products, and energy) have varying amounts of inherent price volatility associated with them. Our suppliers also may be affected by higher costs to produce and transport commodities used in our restaurants and brewpubs, labor shortages, higher minimum wage and benefit costs, and other expenses that they pass through to their customers, which may result in higher costs for goods and services supplied to us. While we attempt to manage these factors by offering a diversified menu and by contracting for our key commodities for extended periods of time whenever feasible and possible, there can be no assurance that we will be successful in this respect due to the many factors that are outside of our control. In addition, raw materials that we may purchase on the international market are subject to fluctuations in both the value of the U.S. dollar, government regulated tariffs and increases in local demand, which may increase our costs and negatively impact our profitability.

We and our major independent third-party brewing partners purchase a substantial portion of brewing raw materials and products, primarily malt and hops, from a limited number of domestic and foreign suppliers. We purchase a majority of our malts from a single supplier with multiple sources of malts. We generally enter into one-year purchase commitments with our malt and hops suppliers, based on the projected future volumes and brewing needs. We are exposed to the quality of the barley crop each year, and significant failure of a crop may adversely affect our beer costs. The quality and availability of the hops may be materially adversely affected by factors such as adverse weather and changes in currency exchange rates, resulting in increased prices. Hops and malt are agricultural products and, therefore, many outside factors, including weather conditions, farmers rotating out of hops or barley to other crops, government regulations and legislation affecting agriculture, may affect both price and supply.

We may be subject to increased labor costs resulting from wage pressure, higher turnover and changes in government regulations, any of which could adversely affect our results of operations.

Our restaurant operations are subject to federal, state and local laws governing such matters as minimum wages, working conditions, overtime and tip credits. As federal, state and local minimum wage rates increase, we may need to increase not only the wages of our minimum wage team members, but also the wages paid to team members at wage rates that are above minimum wage. Over the last several years, low unemployment, new restaurant growth, competition and state minimum wage increases have resulted in unprecedented wage pressure in the restaurant industry for managers and hourly team members. Labor shortages, increased team member turnover and health care and other benefit mandates have increased and could continue to increase our labor costs. The increased operating costs from wage related increases, or potential other benefit offerings to remain competitive in the labor market could adversely affect our results of operations, especially if we are to effectively implement price increases to offset such additional costs.

Any inability or failure of distributors, suppliers or independent third-party brewers to provide food, beverages and beer to us in a timely fashion may adversely affect our reputation, guest patronage, revenues and results of operations.

If our distributors, suppliers and independent third-party brewers cease doing business with us, or cannot make a scheduled delivery to us, or are unable to obtain credit in a tightened credit market or experience other issues, we may experience short-term product supply shortages in some or all of our restaurants and may be required to purchase food, beer and beverage products from alternate suppliers at higher prices. We may also be forced to temporarily remove popular items from the menu offering of our restaurants. If alternative suppliers cannot meet our current product specifications, the consistency and quality of our food and beverage offerings, and thus our reputation, guest patronage, revenues and results of operations, may be adversely affected.

Additionally, if these independent third-party brewers cease doing business with us, we may be required to purchase or brew our own beer at higher costs to us, or we may not be able to sell our proprietary craft beer at all, until we are able to secure an alternative supply source. If the independent third-party brewers fail to adhere to our proprietary recipe and brewing specifications, the consistency and quality of beer offerings, and thus our reputation, guest patronage, revenues and results of operations, may be adversely affected. Additionally, financial stability of those brewing operations where we currently contract for our proprietary craft beer production, as well as their ability or willingness to continue to meet our beer production requirements, continues to be a significant risk in our business model. Accordingly, there can be no guarantees that our proprietary brewing requirements will continue to be met in the future.

Any adverse weather conditions, seasonal fluctuations, natural disasters and environmental matters, including the effects of climate change, may adversely affect our results of operations.

The occurrence of natural disasters, such as fires, hurricanes, freezing weather or earthquakes (particularly in California where our centralized operating systems and Restaurant Support Center administrative personnel are located) may unfavorably affect our operations and financial performance. Any of the foregoing events may result in physical damage, temporary or permanent

closure, lack of an adequate work force, or temporary or long-term disruption in the supply of food, beverages, electric, water, sewer and waste disposal services necessary for our restaurants or Restaurant Support Center to operate.

In addition, there has been increasing focus by the United States and overseas governmental authorities and investors on other environmental matters, such as climate change, which may increase the frequency and severity of weather-related events and conditions, such as drought and forest fires. This increased focus on climate change and efforts to reduce greenhouse gas emissions, waste, and water consumption may lead to new initiatives directed at regulating a yet to be specified array of environmental matters. Legislative, regulatory or other efforts to combat climate change or other environmental concerns could result in future increases in the cost of raw materials, taxes, transportation and utilities, which could affect our results of operations and necessitate future investments in facilities and equipment.

We have disaster recovery procedures and business continuity plans in place to address most events of a crisis nature, including hurricanes and other natural disasters, back up and off-site locations for recovery of electronic and other forms of data and information. However, if we are unable to fully implement our disaster recovery plans, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations and other breakdowns in normal communication and operating procedures that may have a material adverse effect on our financial condition, results of operation and exposure to administrative and other legal claims.

Our corporate office is located in California and a significant number of our restaurants are located in California, Texas and Florida which makes us particularly sensitive to economic, regulatory, weather and other risk factors and conditions are more prevalent in those states.

Our corporate office is located in California and a significant number of our restaurants are concentrated in California, Texas and Florida. As a result, we are particularly susceptible to adverse trends and economic conditions in those states. Many states and municipalities in which our restaurants are located may experience severe revenue and budget shortfalls. Additionally, changes in state and municipal-level regulatory requirements, such as increases to the minimum wage rate, scheduling or other labor constraints not experienced in other locations, income taxes, unemployment insurance, as well as other taxes, mandatory healthcare coverage or paid leave where we operate or may desire to operate restaurants, may adversely impact our financial results. Additionally, we believe that California is subject to a greater risk for earthquakes, fires, water shortages, energy fluctuations and other natural and man-made disasters than most other states.

Risks Related to Data Security and Technology

We rely heavily upon information technology and related data security systems, including credit card processing and our loyalty and team member engagement programs, and any failure or interruption of these systems, including those operated by third parties, may adversely affect our ability to efficiently operate our business.

We rely heavily on electronic information systems in all aspects of our operations, including (but not limited to) point-of-sale transaction processing in our restaurants; credit card processing; efficient operation of our restaurant kitchens; management of our inventories and overall supply chain; collection of cash; payment of payroll and other obligations; and various other processes and procedures including our guest loyalty and team member engagement programs. Our ability to efficiently manage our business depends significantly on the reliability and capacity of our in-house information systems and those technology services and systems that we contract from third parties. Although we and our third-party providers have operational safeguards in place, these safeguards may not be effective in preventing the failure of any of our or third-party systems or platforms to operate effectively and be available. Our electronic information systems, including our back-up systems, and those of our third-party providers, are subject to damage or interruption from power outages, cyberattacks, computer and telecommunications failures, computer viruses, use of artificial intelligence, “phishing” attacks, ransomware, malware, internal or external security breaches, catastrophic events such as fires, earthquakes, tornadoes and hurricanes, and/or errors by our team members. While we have invested and continue to invest in technology security initiatives and disaster recovery plans, these measures cannot fully insulate us from technology disruption. If any of the critical IT systems on which we rely were to become unreliable, unavailable, compromised or otherwise fail, and we were unable to recover in a timely manner, we could experience an interruption in our operations that could have a material adverse impact on our results of operations and our reputation as a brand or as an employer.

Our business may be adversely affected by cybersecurity incidents which result in unauthorized access, theft, modification or destruction of confidential information that is stored in our systems or by third parties on our behalf, including confidential business, team member, or guest data.

Cybersecurity incidents or other unauthorized access to systems may result in disruption to our operations, corruption or theft of critical data, confidential information or intellectual property. As reliance on technology continues to grow and more business activities have shifted online, the risk associated with any cybersecurity incidents has grown. While we, and our

third-party vendors, have implemented security systems and infrastructure to prevent, detect, and/or mitigate the risk of unauthorized access to technology systems or platforms, there can be no assurance that these measures will be effective. Any cybersecurity or similar incident involving confidential information of our business, guests or team members could result in negative publicity, damage to our reputation, a loss of revenues, disruption of our business, litigation and regulatory actions. Significant capital investments might be required to remediate any problems, infringements, misappropriations or other third-party claims. We continue to make significant investments in technology, third-party services and personnel to develop and implement systems and processes that are designed to anticipate cyberattacks and to prevent or minimize breaches of our information technology systems or data loss, but these security measures cannot provide assurance that we will be successful in preventing such breaches or data loss.

Risk Related to Regulations and Legal Proceedings

Federal, state and local beer, liquor and food service regulations and any violations thereof may adversely affect our revenues and results of operations.

We are required to operate in compliance with federal laws and regulations relating to alcoholic beverages administered by the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Department of Treasury, as well as the laws and licensing requirements for alcoholic beverages of states and municipalities where our restaurants are or will be located. In addition, each restaurant must obtain a food service license from local authorities. Failure to comply with federal, state or local regulations may cause our licenses to be revoked and force us to cease the brewing or sale of alcoholic beverages, or both, or the serving of food at our restaurants. Additionally, state liquor laws may prevent or impede the expansion of our restaurants into certain markets. The liquor laws of certain states prevent us from selling the beer brewed at our restaurants. Any difficulties, delays or failures in obtaining such licenses, permits or approvals may delay or prevent the opening of a restaurant in a particular area or increase the costs associated therewith. If we are unable to obtain or maintain our existing licenses, our guest patronage, revenues and results of operations may be adversely affected. Or, if we choose to open a restaurant in those states where the number of available licenses is limited, the cost of a new license may be significant.

Brewing operations require various federal, state, and local licenses, permits and approvals. Our restaurants and on-site brewpubs operate pursuant to exceptions to the “tied house” laws, which created the “three tier system” of liquor distribution. These “tied house” laws generally prohibit brewers from holding retail licenses and prohibit vertical integration in ownership and control among the three tiers. Brewing restaurants and brewpubs operate under exceptions to these general prohibitions. Generally, our brewing restaurants are licensed as retailers with limited privileges to brew beer on the restaurant premises, and we do not have the same privileges as a microbrewery. Other restrictions imposed by law may prevent us from operating both brewing restaurants and non-brewing restaurants in some states. We are at risk that a state’s regulations concerning brewing restaurants or the interpretation of these regulations may change. Because of the many and various state and federal licensing and permitting requirements, there is a significant risk that one or more regulatory agencies may determine that we have not complied with applicable licensing or permitting regulations or have not maintained the approvals necessary for us to conduct business within its jurisdiction. Even after the issuance of our licenses, our operations may be subject to differing interpretations of the “tied house” laws and the requirements of the “three tier system” of liquor distribution in any jurisdiction that we conduct business. Any such changes in interpretation may adversely impact our current model of brewing beer or supplying beer, or both, to our restaurants in that state, and may also cause us to lose, either temporarily or permanently, the licenses, permits and registrations necessary to conduct our restaurant operations, and subject us to fines and penalties.

The manufacture, distribution and sale of alcoholic beverages is highly regulated and taxed under federal, state and local laws and regulations. Our operations are subject to more restrictive regulations and increased taxation by federal, state, and local governmental entities than are those of non-alcohol related beverage businesses. Failure to comply with applicable federal, state, or local laws and regulations may result in higher taxes, penalties, fees, and suspension or revocation of permits, licenses or approvals. The loss or revocation of any existing licenses, permits or approvals, and/or the failure to obtain any required additional or new licenses, permits, or approvals may have a material adverse effect on our ability to conduct our business.

Increasing the federal and/or state excise tax on alcoholic beverages, or certain types of alcoholic beverages, is frequently proposed in various jurisdictions either to increase revenues or discourage purchases by underage drinkers. If adopted, these measures may affect some or all of our proprietary craft beer products. If federal or state excise taxes are increased, we may have to raise prices to maintain our current profit margins. Higher taxes may reduce overall demand for beer, thus negatively impacting sales of our beer. Some states have also been reviewing the state tax treatment for flavored malt beverages which may result in increased costs for us, as well as decreased sales.

Compliance with cybersecurity, privacy and similar laws may involve significant costs and any failure to comply could adversely affect our business, reputation and results of operations.

Cybersecurity breaches also could result in a violation of applicable privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our

exposure to material civil or criminal liability. In addition, the California Privacy Rights Act (“CPRA”) provides a private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties and request deletion of personal information (subject to certain exceptions). Compliance with the CPRA and other current and future privacy, cybersecurity and related laws may involve significant costs. If we fail to properly respond to security breaches of our or third-party’s information technology systems or fail to properly respond to consumer requests under the CPRA or any similar laws adopted in other states, our reputation and results of operations may be adversely affected.

We are subject to a variety of laws, government regulations and other legal requirements and any failure to comply with these laws and regulations or any new laws or regulations could have a material adverse effect on our operations.

Our business is subject to large number of federal, state, and laws and regulations, including those relating to:

• the production, distribution and sale of alcoholic beverages;
• employment practices and working conditions, including, among others, minimum wage and other wage and benefit requirements, overtime pay, meal and rest breaks, predictive scheduling, paid leave requirements, work eligibility requirements, team member classification as exempt/non-exempt for overtime and other purposes, immigration status, workplace safety, discrimination, and harassment;
• public accommodations and safety conditions, including the Americans with Disabilities Act and similar state laws that give protections to individuals with disabilities in the context of employment, public accommodations, and other areas;
• environmental matters, such as emissions and air quality, water consumption, and the discharge, storage, handling, release, and disposal of hazardous or toxic substances;
• preparation, sale and labeling of food, including regulations of the Food and Drug Administration, including those relating to inspections and food recalls, menu labeling and nutritional content;
• data privacy laws and standards for the protection of personal information, including social security numbers, financial information (including credit card numbers), and health information, and payment card industry standards and requirements;
• building and zoning requirements, including state and local licensing and regulation governing the design and operation of facilities and land use,
• health, sanitation, safety and fire standards; and
• public company compliance, disclosure and governance matters, including accounting regulations, Securities and Exchange Commission (“SEC”) and NASDAQ disclosure requirements.

Compliance with these laws and regulations, and future new laws or changes in these laws or regulations that impose additional requirements, can be costly. Failure to comply with the laws and regulatory requirements of federal, state and local authorities may result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. Compliance with these laws and regulations can increase our exposure to litigation or governmental investigations or proceedings.

We may become party to legal proceedings which could have a material adverse effect on our business.

Our business is subject to the risk of litigation by team members, guests, suppliers, shareholders, government agencies or others through private actions, class or collective actions, administrative proceedings, regulatory actions or other litigation. These actions and proceedings may involve allegations of illegal, unfair or inconsistent employment practices, including wage and hour violations and employment discrimination; guest discrimination; food safety issues including poor food quality, food-borne illness, food tampering, food contamination, and adverse health effects from consumption of various food products or high-calorie foods (including obesity); other personal injury; violation of “dram-shop” laws (providing an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or a third-party); trademark or patent infringement; violation of the federal securities laws; disputes with landlords under our leases; or other concerns. Litigation of any nature may be expensive to defend, may adversely affect our reputation and the reputation of our restaurants, and may divert money and management’s attention from our operations and adversely affect our financial condition and results of operations.

General Risk Factors

Any inability to access sources of capital and/or to raise capital in the future on favorable terms may adversely affect our business and results of operations.

There can be no guarantee that additional financing will be readily available or available on favorable terms, or at all. The unavailability of financing when needed may adversely affect our growth and other plans, as well as our financial condition. Even if available, additional financing may involve significant cash payment obligations, covenants and financial ratios that restrict our ability to operate and grow our business and would cause us to incur additional interest expense and financing costs.

The market price of our common stock may be volatile, and our shareholders may lose all or part of their investment.

The market price of our common stock may fluctuate significantly, and our shareholders may not be able to resell their shares at or above the price they paid for them. Those fluctuations may be based on various factors, including the following:

• actual or anticipated fluctuations in comparable restaurant sales or operating results, whether in our operations or in those of our competitors;
• changes in financial estimates or opinions by research analysts, either with respect to us or other full-service restaurant companies;
• any failure to meet investor or analyst expectations, particularly with respect to total restaurant operating weeks, number of restaurant openings, comparable restaurant sales, average weekly sales per restaurant, total revenues, operating profit and net income per share;
• the public’s reaction to our press releases, other public announcements and our filings with the SEC;
• actual or anticipated changes in domestic or worldwide economic, political or market conditions, such as recessions or international currency fluctuations;
• changes in the consumer spending environment;
• terrorist acts;
• union organization;
• changes in laws or regulations, or new interpretations or applications of laws and regulations, which are applicable to our business;
• changes in accounting standards, policies, guidance, interpretations or principles;
• short sales, hedging and other derivative transactions in the shares of our common stock;
• future sales or issuances of our common stock, including sales or issuances by us, our directors or executive officers and our significant shareholders;
• our dividend policy;
• changes in the market valuations of other restaurant companies;
• actions by shareholders, including actions of activist investors or unsolicited takeover proposals;
• various market factors or perceived market factors, including rumors, involving us, our suppliers and distributors, whether accurate or not;
• announcements by us or our competitors of new locations, menu items, technological advances, significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives;
• the addition or loss of a key member of management; and
• changes in the costs or availability of key inputs to our operations.

In addition, we cannot assure that an active trading market for our common stock will continue which may affect our stock price and the liquidity of any investment in our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management & Strategy

Our management is principally responsible for defining the various risks facing us, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis. Our information is processed, transmitted, and stored in a secure environment using hardened, proven enterprise-grade technologies to protect both our data and the physical computing

assets. We guard against business interruption by maintaining a disaster recovery plan, which includes storing critical business information in multiple off-site data centers, testing the disaster recovery plan at a host-site facility, and providing fault tolerant devices, communication services, and utilities. We have independent third-party cybersecurity audits conducted no less than annually, following a framework modeled after the National Institute of Standards and Technology standard. We also have third-party security reviews and testing of our network, processes and systems conducted on a regular basis. We use internally developed proprietary software, cloud-based software as a service (“SaaS”) as well as purchased software, with proven, non-proprietary hardware. While we believe that our internal policies, systems and procedures for cybersecurity are thorough, the risk of a cybersecurity event cannot be eliminated. We may incur increased costs to comply with privacy and data protection laws and, if we fail to comply or our systems are compromised, we could be subject to government enforcement actions, private litigation and adverse publicity.

We maintain a robust system of data protection and cybersecurity resources, technology and processes. In addition to performing an annual risk assessment and developing a mitigation plan, along with a comprehensive review and update of our cybersecurity policies and procedures, we continuously evaluate new and emerging risks and ever-changing legal and compliance requirements. We also monitor risks relating to sensitive information at our business partners, where relevant, and reevaluate the risks at these partners periodically. We make strategic investments to address these risks and compliance requirements to keep Company, guest and team member data secure, including maintaining a network privacy and security insurance policy. Although we have purchased cyber liability insurance to provide a level of financial protection should a data breach occur, such insurance may not cover us against all claims or costs associated with such a breach. Our comprehensive cybersecurity program includes agreements with third-party cybersecurity partners for continuous monitoring, alerting, and response. We perform annual and ongoing cybersecurity awareness training for our management and Restaurant Support Center team members as well as specialized training for our users with privileged access. In addition, we provide annual credit card handling training following Payment Card Industry (PCI) guidelines to all team members that handle guest credit cards.

Governance

The Audit Committee receives data protection and cybersecurity reports quarterly from our Chief Information Officer, which the Audit Committee shares with the full Board of Directors. The Board of Director's responsibility is to monitor our risk management processes by understanding our material risks and evaluating whether management has reasonable controls in place to address those risks. The involvement of the Board in reviewing our business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and what constitutes an appropriate level of risk. While the full Board has overall responsibility for risk oversight, the Board has delegated oversight responsibility related to certain risks to the Audit Committee. As such, the Audit Committee is responsible for reviewing our risk assessment and risk management policies. Accordingly, management regularly reports to the Audit Committee on risk management, and in turn, the Audit Committee reports on the matters discussed at the Committee level to the full Board. The Audit Committee and the full Board focus on the material risks facing us, including operational, technology and cybersecurity, reputational, market, credit, liquidity and legal risks, to assess whether management has reasonable controls in place to address these risks.Our cybersecurity risk management and strategy processes are led by our Chief Information Officer and our Director of Cybersecurity and Infrastructure. These individuals have collectively over 40 years of professional experience in various and progressive roles across multiple, regulated industries involving developing cybersecurity strategy, implementing effective information and cybersecurity programs, managing information security infrastructure and operations, risk assessment and mitigation, and satisfactorily managing multiple industry and regulatory compliance environments. Prior to their current roles, both individuals previously held positions at other large publicly traded organizations where they were the chief stewards of cybersecurity strategy and operations.

ITEM 2. PROPERTIES

RESTAURANT LOCATIONS

As of February 26, 2025, we owned and operated a total of 218 restaurants located in the following 31 states:

	Number of Restaurants
Alabama		2
Arizona		7
Arkansas		2
California		59
Colorado		6
Connecticut		1
Florida		22
Illinois		1
Indiana		7
Kansas		1
Kentucky		3
Louisiana		3
Maryland		5
Massachusetts		2
Michigan		5
Nevada		7
New Jersey		2
New Mexico		2
New York		4
North Carolina		3
Ohio		13
Oklahoma		4
Oregon		2
Pennsylvania		4
Rhode Island		1
South Carolina		1
Tennessee		1
Texas		37
Virginia		6
Washington		4
Wisconsin		1
		218

All of our 218 existing restaurants are located on leased properties, with interior square footage primarily ranging between 7,000 to 8,500 square feet. Many of our restaurants also have outdoor patios that are utilized when weather conditions permit. In addition to our restaurants, we operate two Texas brewpub locations. We own the underlying land for these brewpub locations, as well as two parcels of land adjacent to two of our operating restaurants.

There can be no assurance that we will be able to renew expiring leases after the expiration of all remaining renewal options. Most of our restaurant leases provide for contingent rent based on a percentage of restaurant sales (to the extent this amount exceeds a minimum base rent) and payment of certain occupancy-related expenses. We own substantially all of the equipment, furnishings and trade fixtures in our restaurants. Our Restaurant Support Center is located in an approximate 57,000 square foot leased space in Huntington Beach, California. Our Restaurant Support Center lease expires July 31, 2030.

Additional information concerning our leased properties is included in Note 6 to the Consolidated Financial Statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.

ITEM 3. LEGAL PROCEEDINGS

See Note 7 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common stock is traded on The NASDAQ Global Select Market under the symbol “BJRI.” As of February 24, 2025, we had approximately 132 shareholders of record. As many of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.

STOCK-PERFORMANCE GRAPH

The Company has elected to use the S&P 600 Restaurant Group index as its peer group for fiscal 2024. The following chart compares the five-year cumulative total stock performance of our common stock, the S&P 600 Restaurant Group index and the S&P 500 index. The graph assumes that $100 was invested on December 31, 2019, in our common stock and in each of the indices and that all dividends were reinvested. The measurement points utilized in the graph consist of the last trading day in each calendar year, which closely approximates the last day of our respective fiscal year. The historical stock performance presented below is not intended to and may not be indicative of future stock performance.

CALCULATION OF AGGREGATE MARKET VALUE OF NON-AFFILIATE SHARES

For purposes of calculating the aggregate market value of shares of our common stock held by non-affiliates as set forth on the cover page of this Annual Report on Form 10-K, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater shareholders. In the case of 5% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our Company, or unless they hold 10% or more of our outstanding common stock and are not qualified institutional investors or passive investors who have filed a Schedule 13G with respect to

their ownership. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater shareholders are, in fact, affiliates of our Company, or that there are no other persons who may be deemed to be affiliates of our Company. Further information concerning shareholdings of our officers, directors and principal shareholders, as well as information regarding our stock-based compensation plans, is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.

STOCK-BASED COMPENSATION PLAN INFORMATION

We have a shareholder approved stock-based compensation plan, the 2024 Equity Incentive Plan (as amended from time to time, “the Plan”), under which we may issue shares of our common stock to team members, officers, directors and consultants. Under the Plan, we have granted incentive stock options, non-qualified stock options and service- and performance-based restricted stock units (“RSUs”). In Fiscal 2024, we also granted market-based RSUs. The following table provides information about the shares of our common stock that may be issued upon exercise of awards as of December 31, 2024 (share numbers in thousands):

	Number of Securities<br>to be Issued Upon Exercise of Outstanding Stock Options		Weighted Average Exercise Price of Outstanding Stock Options		Number of Securities Remaining Available for Future Issuance Under Stock-Based Compensation Plans
Stock-based compensation plans approved by shareholders		933	$	39.10		1,871
Stock-based compensation plans not approved by shareholders		—		—		—
Total		933				1,871

DIVIDEND POLICY AND STOCK REPURCHASES

We currently do not pay any cash dividends. Quarterly cash dividends were suspended in 2020 and any resumption of dividends will be subject to our Board of Directors determining that the resumption of dividend payments is in the best interest of the Company and its shareholders. The only cash dividends paid during fiscal 2024 were related to dividends declared prior to fiscal 2020, which vested under our stock-based compensation plans.

As of December 31, 2024, we have cumulatively repurchased shares valued at approximately $514.1 million in accordance with our approved share repurchase plan since its inception in 2014. During fiscal 2024, we repurchased and retired approximately 757,000 shares of our common stock at an average price of $33.20 per share for approximately $25.1 million, which is recorded as a reduction in common stock, with any excess charged to retained earnings. Our Board of Directors approved a $50 million increase in our share repurchase program both in February 2024 and February 2025. Currently we have $82.5 million available under our authorized $600 million share repurchase program. Repurchases may be made at any time.

The following table sets forth information with respect to the repurchase of common shares during fiscal 2024:

Period (1)	Total<br>Number<br>of Shares<br>Purchased		Average<br>Price<br>Paid Per<br>Share		Total<br>Number of<br>Shares<br>Purchased<br>as Part of<br>the Publicly<br>Announced<br>Plans		Increase in<br>Dollars for<br>Share<br>Repurchase<br>Authorization		Dollar Value of<br>Shares that<br>May Yet Be<br>Purchased<br>Under the<br>Plans or<br>Programs
01/03/24 - 01/30/24		—	$	—		—	$	—	$	11,055,206
01/31/24 - 02/27/24		—	$	—		—	$	50,000,000	$	61,055,206
02/28/24 - 04/02/24		—	$	—		—	$	—	$	61,055,206
04/03/24 - 04/30/24		—	$	—		—	$	—	$	61,055,206
05/01/24 - 05/28/24		86,960	$	34.54		86,960	$	—	$	58,051,544
05/29/24 - 07/02/24		167,665	$	34.78		167,665	$	—	$	52,220,358
07/03/24 - 07/30/24		—	$	—		—	$	—	$	52,220,358
07/31/24 - 08/27/24		—	$	—		—	$	—	$	52,220,358
08/28/24 - 10/01/24		268,312	$	30.74		268,312	$	—	$	43,971,572
10/02/24 - 10/29/24		110,380	$	33.56		110,380	$	—	$	40,267,184
10/30/24 - 11/26/24		67,164	$	34.66		67,164	$	—	$	37,939,453
11/27/24 - 12/31/24		56,187	$	35.76		56,187	$	—	$	35,930,111
Total		756,668				756,668

• Period information is presented in accordance with our fiscal months during fiscal 2024.

ITEM 6. [RESERVED]

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance, the MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and Supplementary Data of our Annual Report. Our MD&A consists of the following sections:

• Overview - a brief description of our business, financial highlights, strategy to increase shareholder value, key performance indicators, known and anticipated trends
• Results of Operations - an analysis of our Consolidated Statements of Operations for fiscal year 2024 compared to fiscal year 2023
• Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, share issuance and repurchase activity, dividends, contractual obligations and commitments, and known trends that may impact liquidity
• Critical Accounting Policies and Estimates - a discussion of accounting policies that require critical judgments and estimates, including new accounting standards, when applicable

OVERVIEW

As of February 26, 2025, we owned and operated 218 restaurants located in 31 states as described in Item 2 - Properties - “Restaurant Locations” in this Form 10-K. Our restaurants are open every day of the year except for Thanksgiving and Christmas. All of our restaurants currently offer take-out and delivery services. Additionally, all of our restaurants offer a call-ahead or online wait list, on-line ordering for dine-in, guest pick-up or curbside delivery and reservations for large parties.

Our menu features BJ’s award‑winning, signature deep-dish pizza, our proprietary craft and other beers, as well as a wide selection of appetizers, entrées, pastas, sandwiches, specialty salads and desserts, including our Pizookie® dessert. Our proprietary craft beer is produced at several of our locations, our Texas brewpub locations and by independent third-party brewers using our proprietary recipes.

Financial Highlights for Fiscal 2024

Notable fiscal 2024 financial highlights compared to fiscal 2023 include:

• Total revenues increased 1.8% to $1.4 billion
• Total restaurant operating weeks increased 0.3%
• Comparable restaurant sales increased 1.2%
• Net income of $16.7 million compared to $19.7 million
• Diluted net income per share of $0.70 compared to $0.82

Strategy to Increase Shareholder Value

Our goal is to increase shareholder value by increasing our adjusted earnings before depreciation and amortization (Adjusted EBITDA), earnings per share and return on invested capital through:

• Growing restaurant revenue through positive comparable sales and new restaurant growth
• Increasing restaurant margins through sales leverage, cost savings and culinary and menu strategies
• Enhancing new restaurant economics through restaurant margin improvement and new restaurant prototype optimization
• Returning capital to shareholders through share repurchase program

Key Performance Indicators and Non-GAAP Financial Measures

Key measures that we use in evaluating our restaurants and assessing our business include the following:

Comparable Restaurant Sales. In calculating comparable restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and closures. Comparable restaurant sales increased 1.2% for fiscal 2024.

Restaurant Level Operating Profit. This non-GAAP financial measure is equal to the revenues generated by our restaurants, less their direct operating costs which consist of cost of sales, labor and benefits, and occupancy and operating costs. This performance measure primarily includes the costs that restaurant level managers can directly control and excludes other operating costs that are essential to conduct the Company’s business. We, similar to most of our competitors, use restaurant level operating profit as a supplemental measure of restaurant performance and believe restaurant level operating profit is useful to investors in that it highlights trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures. Because other companies may calculate restaurant level operating profit differently than we do, our restaurant level operating profit calculation may not be comparable to similarly titled measures reported by other companies. A reconciliation of income (loss) from operations to restaurant level operating profit for fiscal 2024, 2023 and 2022 is set forth below:

	Fiscal Year
	2024				2023				2022
Income (loss) from operations	$	14,080	1.0	%	$	13,759	1.0	%	$	(5,480	)	(0.4	)%
General and administrative		88,272	6.5			82,103	6.2			73,333		5.7
Depreciation and amortization		72,745	5.4			70,992	5.3			70,385		5.5
Restaurant opening		2,082	0.2			2,808	0.2			3,644		0.3
Loss on disposal and impairment of assets, net		18,414	1.4			8,125	0.6			6,200		0.5
Gain on lease transactions, net		—	—			—	—			(3,318	)	(0.3	)
Restaurant level operating profit	$	195,593	14.4	%	$	177,787	13.3	%	$	144,764		11.3	%

Adjusted Diluted Net Income Per Share. This is a non-GAAP financial measure that represents net income excluding net loss on disposal and impairment of assets, net leadership transition expenses and the related stock-based compensation credit, and charges associated with the extension of an outstanding warrant held by Act III. These adjustments are intended to provide greater transparency of underlying performance and to allow investors to evaluate our business on the same basis as our management. Because other companies may calculate this measure differently than we do, our adjusted diluted net income per share calculation may not be comparable to similarly titled measures reported by other companies. A reconciliation of net income to adjusted diluted net income per share for fiscal 2024, 2023 and 2022 is set forth below:

	Fiscal Year
	2024					2023					2022
Net income	$	16,687		1.2	%	$	19,660		1.5	%	$	4,076		0.3	%
Loss on disposal and impairment of assets, net		18,414		1.4			8,125		0.6			6,200		0.5
Leadership transition expense, net		3,231		0.2			—		—			—		—
Stock-based compensation credit (1)		(2,093	)	(0.2	)		—		—			—		—
Warrant extension		4,622		0.3			—		—			—		—
Total adjustments		24,174		1.8			8,125		0.6			6,200		0.5
Tax effect of adjustments (2)		(5,850	)	(0.4	)		(1,966	)	(0.1	)		(1,500	)	(0.1	)
After tax effect of adjustments		18,324		1.4			6,159		0.5			4,700		0.4
Adjusted net income	$	35,011		2.6	%	$	25,819		1.9	%	$	8,776		0.7	%
Diluted weighted average number of shares outstanding:		23,768					23,923					23,662
Diluted net (loss) income per share	$	0.70				$	0.82				$	0.17
Adjusted diluted net income per share	$	1.47				$	1.08				$	0.37

• Amount relates to stock-based compensation forfeited due to leadership transition.
• The tax effect is based on the Company’s annual statutory tax rate of 24.2% for fiscal years ending December 31, 2024, January 2, 2024 and January 3, 2023.

Adjusted EBITDA. This non-GAAP financial measure represents the sum of net income adjusted for certain expenses and gains/losses detailed within the reconciliation below. We use Adjusted EBITDA as a supplemental measure of our operating performance and believe this measure is useful to investors in that it highlights cash flow and trends in our business operations that may not otherwise be apparent to investors when relying solely on GAAP financial measures. Because other companies may calculate this measure differently than we do, our Adjusted EBITDA calculation may not be comparable to similarly titled measures reported by other companies. A reconciliation of net income to Adjusted EBITDA for fiscal 2024, 2023 and 2022 is set forth below:

	Fiscal Year
	2024					2023					2022
Net income	$	16,687		1.2	%	$	19,660		1.5	%	$	4,076		0.3	%
Interest expense, net		5,484		0.4			4,915		0.4			2,888		0.2
Income tax benefit		(8,422	)	(0.6	)		(9,560	)	(0.7	)		(12,384	)	(1.0	)
Depreciation and amortization		72,745		5.4			70,992		5.3			70,385		5.5
Leadership transition expense, net (1)		3,231		0.2			—		—			—		—
Stock-based compensation expense		10,722		0.8			10,902		0.8			10,098		0.8
Stock-based compensation credit (2)		(2,093	)	(0.2	)		—		—			—		—
Other (expense) income, net		331		—			(1,256	)	(0.1	)		(60	)	—
Loss on disposal and impairment of assets, net		18,414		1.4			8,125		0.6			6,200		0.5
Gain on lease transactions, net		—		—			—		—			(3,318	)	(0.3	)
Adjusted EBITDA	$	117,099		8.6	%	$	103,778		7.8	%	$	77,885		6.1	%

• Amount relates to severance, relocation, signing bonus and bonus expenses related to our leadership transition.
• Amount relates to stock-based compensation forfeited due to leadership transition.

Weekly Sales Average. We calculate each restaurant’s average weekly revenue to understand and manage the business trends and expectations. Our weekly sales average was approximately $120,000, $118,000 and $113,000 for fiscal 2024, 2023 and 2022, respectively.

Known or Anticipated Trends

Sales Growth. While most of our established restaurants operate close to full capacity during peak demand periods, we will continue to focus on ways to build sales, positively impact guest traffic and grow average check and weekly sales averages. We continue to focus on sales building initiatives to create more guest loyalty, increase the frequency of guest visits, further build our off-premise sales channel, better optimize our menu sales mix and develop other incremental opportunities to allow guests

to utilize BJ’s. We believe that all of these efforts combined with new restaurant openings offer significant growth opportunities and upside for weekly sales averages and comparable restaurant sales.

Restaurant Opening. Newly opened restaurants typically experience inefficiencies in the form of higher cost of sales, labor and direct operating and occupancy costs for several months after their opening relative to our more mature, established restaurants. Accordingly, the number and timing of new restaurant openings have had, and are expected to continue to have, an impact on restaurant opening expenses, cost of sales, labor and occupancy and operating expenses. Additionally, restaurant openings in new markets may experience even greater inefficiencies for several months, if not longer, due to lower initial sales volumes, which results from initially low consumer awareness levels, and a lack of supply chain and other operating cost leverage until additional restaurants can be opened in those markets.

Impacts of Inflation. Inflation has had an impact on our operations, new restaurant construction and corresponding return on invested capital. While we have been able to partially offset inflation and other changes in the costs of key operating inputs by gradually increasing menu prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. Increases in inflation could have a severe impact on the United States and global economies, which will have an adverse impact on our business, financial condition and results of operations. In addition, macroeconomic conditions that impact consumer discretionary spending for food away from home could make additional menu price increases imprudent. Whether we are able to continue to offset the effects of inflation will determine to what extent, if any, inflation affects our restaurant profitability in future periods.

Accounting Terms and Characteristics

Revenues. Our revenues are comprised of food and beverage sales from our restaurants, including takeout, delivery and catering sales. Revenues from restaurant sales are recognized when payment is tendered. Amounts paid with a credit card are recorded in accounts and other receivables until payment is collected from the credit card processor. We sell gift cards which do not have an expiration date, and we do not deduct non-usage fees from outstanding gift card balances. Gift card sales are recorded as a liability and recognized as revenues upon redemption in our restaurants. Based on historical redemption rates, a portion of our gift card sales are not expected to be redeemed and will be recognized as gift card “breakage.” Estimated gift card breakage is recorded as revenue and recognized in proportion to our historical redemption pattern, unless there is a legal obligation to remit the unredeemed gift cards to government authorities.

Guest Loyalty Program. Our program enables participants to earn points for qualifying purchases that can be redeemed for food and beverages in the future. We allocate the transaction price between the goods delivered and the future goods that will be delivered, on a relative standalone selling price basis, and defer the revenues allocated to the points until such points are redeemed.

Comparable Sales and Guest Traffic. All of our restaurants are company-owned. In calculating comparable restaurant sales, we include a restaurant in the comparable base once it has been open for 18 months. Guest traffic for our restaurants is estimated based on the number of guest checks.

Cost of Sales. Cost of sales is comprised of food and beverage costs, including the cost to produce and distribute our proprietary craft beer, soda and ciders. The components of cost of sales are variable and typically fluctuate directly with sales volumes but also may be impacted by changes in commodity prices, a shift in sales mix to higher cost proteins or other higher cost items, or varying levels of promotional activities.

Labor and Benefits. Labor and benefit costs include direct hourly and management wages, bonuses, payroll taxes, fringe benefits and stock-based compensation, and workers’ compensation expense that are directly related to restaurant level team members.

Occupancy and Operating. Occupancy and operating expenses include restaurant supplies, credit card fees, third-party delivery company commissions, marketing costs, fixed rent, percentage rent, common area maintenance charges, utilities, real estate taxes, repairs and maintenance and other related restaurant costs.

General and Administrative. General and administrative expenses include costs for our corporate administrative functions that support existing operations and provide infrastructure to facilitate our future growth. Components of this category include corporate management, field supervision and corporate hourly staff salaries and related team member benefits (including stock-based compensation expense and cash-based incentive compensation), travel and relocation costs, information systems, the cost to recruit and train new restaurant management team members, corporate rent, certain brand marketing-related expenses and legal and consulting fees.

Depreciation and Amortization. Depreciation and amortization are composed primarily of depreciation of capital expenditures for restaurant and brewing equipment and leasehold improvements.

Restaurant Opening. Restaurant opening expenses, which are expensed as incurred, consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stock of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period.

RESULTS OF OPERATIONS

The following table sets forth, for the years indicated, our Consolidated Statements of Operations both in dollars and as percentages of total revenues. All fiscal years presented consist of 52 weeks with the exception of fiscal year 2022, which consists of 53 weeks. Percentages below may not reconcile due to rounding.

	Fiscal Year
	2024					2023					2022
Revenues	$	1,357,302		100.0	%	$	1,333,229		100.0	%	$	1,283,926		100.0	%
Restaurant operating costs (excluding depreciation and amortization):
Cost of sales		350,560		25.8			346,569		26.0			349,645		27.2
Labor and benefits		495,466		36.5			491,314		36.9			483,367		37.6
Occupancy and operating		315,683		23.3			317,559		23.8			306,150		23.8
General and administrative		88,272		6.5			82,103		6.2			73,333		5.7
Depreciation and amortization		72,745		5.4			70,992		5.3			70,385		5.5
Restaurant opening		2,082		0.2			2,808		0.2			3,644		0.3
Loss on disposal and impairment of assets, net		18,414		1.4			8,125		0.6			6,200		0.5
Gain on lease transactions, net		—		—			—		—			(3,318	)	(0.3	)
Total costs and expenses		1,343,222		99.0			1,319,470		99.0			1,289,406		100.4
Income (loss) from operations		14,080		1.0			13,759		1.0			(5,480	)	(0.4	)
Other (expense) income:
Interest expense, net		(5,484	)	(0.4	)		(4,915	)	(0.4	)		(2,888	)	(0.2	)
Other (expense) income, net		(331	)	—			1,256		0.1			60		—
Total other expense		(5,815	)	(0.4	)		(3,659	)	(0.3	)		(2,828	)	(0.2	)
Income (loss) before income taxes		8,265		0.6			10,100		0.8			(8,308	)	(0.6	)
Income tax benefit		(8,422	)	(0.6	)		(9,560	)	(0.7	)		(12,384	)	(1.0	)
Net income	$	16,687		1.2	%	$	19,660		1.5	%	$	4,076		0.3	%

52 WEEKS ENDED DECEMBER 31, 2024 (FISCAL 2024) COMPARED TO THE 52 WEEKS ENDED JANUARY 2, 2024 (FISCAL 2023)

Revenues. Total revenues increased by $24.1 million, or 1.8%, to $1.4 billion during fiscal 2024, compared to $1.3 billion during fiscal 2023. The increase in revenues primarily consisted of a 1.2%, or $15.1 million, increase in comparable restaurant sales, and a $23.6 million increase in sales from new restaurants not yet in our comparable restaurant sales base. Revenue increases were offset primarily by a $12.7 million decrease related to closed restaurants and $1.9 million primarily related to lower gift card breakage and loyalty redemptions. The increase in comparable restaurant sales was the result of an increase in average check of approximately 1.8%, due to menu price increases coupled with changes in mix, offset by a decrease in guest traffic of approximately 0.6%.

Cost of Sales. Cost of sales increased by $4.0 million, or 1.2%, to $350.6 million during fiscal 2024, compared to $346.6 million during fiscal 2023. This increase was primarily due to higher revenues, commodity cost increases and costs related to our three new restaurants opened during fiscal 2024. As a percentage of revenues, cost of sales decreased to 25.8% for fiscal 2024 from 26.0% for the prior fiscal year. This decrease was primarily due to a higher revenue base, menu price increases and the effectiveness of our cost savings initiatives, partially offset by higher commodity costs and a higher level of promotions.

Labor and Benefits. Labor and benefit costs for our restaurants increased by $4.2 million, or 0.8%, to $495.5 million during fiscal 2024, compared to $491.3 million during fiscal 2023. This was primarily due to $3.1 million related to increased management compensation costs, $1.8 million related to taxes and benefits and $0.6 million related to higher hourly labor, offset by $1.3 million related to lower workers’ compensation. As a percentage of revenues, labor and benefit costs decreased to 36.5% for fiscal 2024 from 36.9% for the prior fiscal year. This decrease was primarily due to improved labor efficiency and

the effectiveness of our cost savings initiatives. Included in labor and benefits for fiscal 2024 and 2023 was approximately $2.5 million and $2.6 million, respectively, or 0.2% of revenues, of stock-based compensation expense, related to equity awards granted in accordance with our Gold Standard Stock Ownership Program for certain restaurant management team members.

Occupancy and Operating. Occupancy and operating expenses decreased by $1.9 million, or 0.6%, to $315.7 million during fiscal 2024, compared to $317.6 million during fiscal 2023. This was primarily due to decreases of $4.4 million in restaurant facilities expenses, $1.1 million related to equipment rental, $1.4 million in utilities and $0.4 million in supplies, offset by a $1.5 million increase in credit card processing fees, $3.1 million in marketing expenditures and $0.9 million in rent and related costs. As a percentage of revenues, occupancy and operating expenses decreased to 23.3% for fiscal 2024 from 23.8% for the prior fiscal year. This decrease was primarily related to improved operational efficiency and the effectiveness of our cost savings initiatives.

General and Administrative. General and administrative expenses increased by $6.2 million, or 7.5%, to $88.3 million during fiscal 2024, compared to $82.1 million during fiscal 2023. This was primarily due to increases of $2.6 million in personnel related costs, $2.1 million in corporate expenses related to meeting costs and software amortization, $2.0 million related to consulting fees, $1.6 million in legal fees, $0.5 million in medical insurance, $0.5 million in office expenses, $0.4 million in travel related expenses, $0.3 million related to our deferred compensation liability, and $0.2 million related to recruiting, offset by a $2.3 million decrease in incentive compensation, and lower stock-based compensation expense of $2.1 million. General and administrative costs for fiscal 2024 included a net charge of $3.2 million related to our leadership transition expenses, $1.5 million of legal costs related to shareholder cooperation agreements and related matters, and $0.3 million in severance related to personnel changes, offset by a $2.1 million stock-based compensation credit related to the reversal of previously awarded stock-based compensation expense in conjunction with our leadership transition. As a percentage of revenues, general and administrative expenses increased to 6.5% for fiscal 2024 from 6.2% for the prior fiscal year. This increase was primarily related to increased legal and corporate expenses arising in connection with our previously announced cooperation agreements with certain investors and related matters. Included in general and administrative costs for fiscal 2024 and 2023 was approximately $6.2 million and $8.3 million, or 0.5% and 0.6% of revenues, of stock-based compensation expense, respectively.

Depreciation and Amortization. Depreciation and amortization increased by $1.8 million, or 2.5%, to $72.7 million during fiscal 2024, compared to $71.0 million during fiscal 2023. This increase is related to the restaurants opened during fiscal 2024, offset by the decrease in deprecation related to the impairment and disposal charges taken in the current year as well as the prior year, coupled with the closure of one restaurant during fiscal 2024. As a percentage of revenues, depreciation and amortization increased to 5.4% for fiscal 2024 from 5.3% for the prior fiscal year.

Restaurant Opening. Restaurant opening expense decreased by $0.7 million, or 25.9%, to $2.1 million during fiscal 2024, compared to $2.8 million during fiscal 2023. This decrease was primarily due to two less restaurant openings in fiscal 2024, coupled with the timing of our openings.

Loss on Disposal and Impairment of Assets, Net. Loss on disposal and impairment of assets, net, was $18.4 million during fiscal 2024, compared to $8.1 million during fiscal 2023. In fiscal 2024, these costs primarily related to the impairment and reduction in the carrying value of the long-lived assets related to six of our restaurants, coupled with the disposals of assets in conjunction with initiatives to keep our restaurants up to date and the closure of one of our restaurants. In fiscal 2023, these costs primarily relate to disposals of assets in conjunction with initiatives to keep our restaurants up to date, including our restaurant remodel initiative and the removal of glass partitions in our dining rooms that were installed during the pandemic, as well as the closure of five under-performing restaurants.

Interest Expense, Net. Interest expense, net, increased by $0.6 million to $5.5 million during fiscal 2024, compared to $4.9 million during fiscal 2023. This increase was primarily due a higher average outstanding debt balance and weighted average interest rate during the year, as compared to fiscal 2023.

Other (Expense) Income, Net. Other (expense) income, net, was an expense of $0.3 million during fiscal 2024, compared to income of $1.3 million. This was primarily due to the charge associated with extension of an outstanding warrant held by Act III, offset by income related to a payroll tax credit and two favorable settlements with our landlords.

Income Tax Benefit. Our effective income tax rate for fiscal 2024 reflected a 101.9% tax benefit compared to a 94.7% tax benefit for fiscal 2023. The effective tax rate benefit for fiscal 2024 and 2023 was different than the statutory tax rate primarily due to Federal Insurance Contributions Act (“FICA”) tax tip credits.

52 WEEKS ENDED JANUARY 2, 2024 (FISCAL 2023) COMPARED TO THE 53 WEEKS ENDED JANUARY 3, 2023 (FISCAL 2022)

For discussion related to the results of operations and changes in financial condition for fiscal 2023 compared to fiscal 2022 refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2023 Form 10-K, which was filed with the United States Securities and Exchange Commission on February 27, 2024.

LIQUIDITY AND CAPITAL RESOURCES

The following table provides, for the periods indicated, a summary of our key liquidity measurements (dollar amounts in thousands):

	December 31, 2024			January 2, 2024
Cash and cash equivalents	$	26,096		$	29,070
Net working capital	$	(116,744	)	$	(116,304	)
Current ratio	0.4:1.0			0.4:1.0

Our capital requirements are driven by our fundamental financial objective to improve total shareholder return through a balanced approach of new restaurant expansion plans, enhancements and initiatives focused on existing restaurants and return of capital to our shareholders through our share repurchase program. We expect to accelerate restaurant openings in 2026. Our capital expenditures in 2025, related to future restaurant openings, will depend on the speed at which we can develop a more robust and targeted pipeline that aligns with our refined criteria for new locations. In addition, we want to maintain a flexible balance sheet to provide the financial resources necessary to manage the risks and uncertainties of conducting our business operations in the restaurant industry. In order to achieve these objectives, we use a combination of operating cash flows, debt, and landlord allowances.

Based on current operations, we believe that our current cash and cash equivalents, coupled with cash generated from operations and availability under our credit agreement will be adequate to meet our capital expenditure and working capital needs for at least the next twelve months. Our future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

Similar to many restaurant chains, we typically utilize operating lease arrangements (principally ground leases) for our restaurant locations. We believe our operating lease arrangements provide appropriate leverage for our capital structure in a financially efficient manner. However, we are not limited to the use of lease arrangements as our only method of opening new restaurants and from time to time have purchased the underlying land for new restaurants. We typically lease our restaurant locations for periods of 10 to 20 years under operating lease arrangements. Our rent structures vary from lease to lease, but generally provide for the payment of both minimum and contingent (percentage) rent based on sales, as well as other expenses related to the leases (for example, our pro-rata share of common area maintenance, property tax and insurance expenses). Many of our lease arrangements include the opportunity to secure tenant improvement allowances to partially offset the cost of developing and opening the related restaurants. Generally, landlords recover the cost of such allowances from increased minimum rents. There can be no assurance that such allowances will be available to us on each project. From time to time, we may also decide to purchase the underlying land for a new restaurant if that is the only way to secure a highly desirable site. Currently, we own the underlying land for our Texas brewpub locations. We also own parcels of land adjacent to two of our restaurants. It is not our current strategy to own a large number of land parcels that underlie our restaurants. Therefore, in many cases we have subsequently entered into sale-leaseback arrangements for land parcels that we previously purchased. We disburse cash for certain site-related work, buildings, leasehold improvements, furnishings, fixtures and equipment to build our leased and owned premises. We own substantially all of the equipment, furniture and trade fixtures in our restaurants and currently plan to do so in the future.

CASH FLOWS

The following tables set forth, for the years indicated, our cash flows from operating, investing, and financing activities (dollar amounts in thousands):

	Fiscal Year
	2024			2023			2022
Net cash provided by operating activities	$	101,472		$	105,837		$	51,122
Net cash used in investing activities		(76,893	)		(98,911	)		(71,907	)
Net cash (used in) provided by financing activities		(27,553	)		(2,729	)		7,131
Net (decrease) increase in cash and cash equivalents	$	(2,974	)	$	4,197		$	(13,654	)

Operating Cash Flows

Net cash provided by operating activities was $101.5 million during fiscal 2024, representing a $4.4 million decrease compared to the $105.8 million provided during fiscal 2023. The decrease over the prior year is primarily due to the timing of payments for accounts payable and the timing of receipts for accounts and other receivable, offset by higher impairments in the current year.

Investing Cash Flows

Net cash used in investing activities was $76.9 million during fiscal 2024, representing a $22.0 million decrease compared to the $98.9 million used in fiscal 2023. The decrease over prior year is primarily due to the number of new restaurant openings and fewer restaurant remodels and less maintenance incurred.

The following table provides, for the years indicated, the components of capital expenditures (dollar amounts in thousands):

	Fiscal Year
	2024		2023		2022
New restaurants	$	28,766	$	39,942	$	43,778
Restaurant maintenance and remodels, and productivity initiatives		47,205		57,631		31,471
Restaurant and corporate systems		929		1,341		3,357
Total capital expenditures	$	76,900	$	98,914	$	78,606

During fiscal 2024, we opened three new restaurants and closed one restaurant. We currently plan to open one new restaurant and remodel up to 30 existing locations in fiscal 2025. We currently anticipate our total capital expenditures for fiscal 2025 to be approximately $65 million to $75 million. This estimate includes costs to open new restaurants and remodel existing locations and excludes anticipated proceeds from tenant improvement allowances. We expect to fund our net capital expenditures with our current cash balance on hand, cash flows from operations and our line of credit. Our future cash requirements will depend on many factors, including the pace of our expansion, conditions in the retail property development market, construction costs, the nature of the specific sites selected for new restaurants, and the nature of the specific leases and associated tenant improvement allowances available, if any, as negotiated with landlords.

Financing Cash Flows

Net cash used in financing activities was $27.6 million during fiscal 2024, representing a $24.8 million increase in cash used compared to the $2.7 million used in fiscal 2023. This increase was primarily due to an increase in common stock repurchases, coupled with higher payments on our line of credit. We currently anticipate our common stock repurchases for fiscal 2025 to be approximately $40 million to $50 million.

Contractual Obligations and Commitments

We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations. Our cash requirements greater than twelve months from contractual obligations and commitments include:

• Operating Leases — Refer to Note 1 and Note 6, Leases, of the notes to the Consolidated Financial Statements for further information of our obligations and the timing of expected payments.
• Purchase Obligations— Refer to Note 7, Commitments and Contingencies, of the notes to the Consolidated Financial Statements for further detail of our obligations and the timing of expected future payments.
• Long-term Debt, Standby Letters of Credit and Interest Payments — Refer to Note 8, Long-Term Debt, of the notes to the Consolidated Financial Statements for further information of our obligations and the timing of expected payments.

Off-Balance Sheet Arrangements

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities (“VIEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow limited purposes. As of December 31, 2024, we are not involved in any off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies are more fully described in Note 1 of Notes to Consolidated Financial Statements in Part IV, Item 15. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Impairment of Long-Lived Assets

We assess the potential impairment of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assets are generally reviewed for impairment on a restaurant level basis, and inclusive of property and equipment and lease right-of-use assets; or at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. Factors considered include, but are not limited to, significant underperformance by the restaurant relative to historical operating results; significant changes in the manner of use of the assets or the strategy for the overall business; significant negative industry or economic trends; or our expectation to dispose of long-lived assets before the end of their previously estimated useful lives. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

Self-Insurance Liability

Our estimated liability is based on information provided by a third-party actuary, combined with our judgments regarding a number of assumptions and factors, including the frequency and severity of claims, our loss development factors, loss costs, history, case jurisdiction, related legislation, and our claims settlement practice. Significant judgment is required to estimate claims incurred but not yet reported to us (“IBNR claims”) as parties have yet to assert such claims. Should a greater number of claims occur compared to what was estimated, or should medical costs increase beyond what was expected, accruals might not be sufficient, and additional expense may be recorded.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion of market risks contains “forward-looking” statements. Actual results may differ materially from the following discussion based on general conditions in the financial and commodity markets.

Interest Rate Risk

Our Credit Facility provides us with revolving loan commitments totaling $215 million. As of December 31, 2024, $66.5 million was outstanding and carries interest at a floating rate. We utilize the Credit Facility principally for letters of credit that are required to support our self-insurance programs, to fund a portion of our announced share repurchase program, and for working capital and construction requirements, as needed. We are exposed to interest rate risk through fluctuations in interest rates on our obligations under the Credit Facility. Based on our current outstanding balance, a hypothetical 1% change in the interest rates under our Credit Facility would have an approximate $0.5 million annual impact on our net income.

Food and Commodity Price Risks

We purchase food, supplies and other commodities for use in our operations based upon market prices established with our suppliers. Our business is dependent on frequent and consistent deliveries of these items. We may experience shortages, delays or interruptions due to inclement weather, natural disasters, labor issues or other operational disruptions or other conditions beyond our control such as cyber breaches or ransomware attacks at our suppliers, distributors or transportation providers. Additionally, many of the commodities purchased by us can be subject to volatility due to market supply and demand factors outside of our control, whether contracted for or not. Costs can also fluctuate due to government regulation, including the imposition of tariffs. To manage this risk in part, we attempt to enter into fixed-price purchase commitments, with terms typically up to one year, for some of our commodity requirements. However, it may not be possible for us to enter into fixed-price contracts for certain commodities or we may choose not to enter into fixed-price contracts for certain commodities. We believe that substantially all of our food and supplies are available from several sources, which helps to diversify our overall commodity cost risk. We also believe that we have some flexibility and ability to increase certain menu prices, or vary certain menu items offered or promoted, in response to food commodity price increases. Some of our commodity purchase arrangements may contain contractual features that limit the price paid by establishing certain price floors or caps. We do not use financial instruments to hedge commodity prices, since our purchase arrangements with suppliers, to the extent that we can enter into such arrangements, help control the ultimate cost that we pay.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Consolidated Financial Statements and other data attached hereto beginning on page F-1 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934 as amended, as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures are designed and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

KPMG LLP, the independent registered public accounting firm, has independently assessed the effectiveness of our internal control over financial reporting and its report is included herein.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors BJ’s Restaurants, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited BJ's Restaurants, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and January 2, 2024, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Los Angeles, California

February 26, 2025

Inherent Limitations on Effectiveness of Controls

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of control effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have a Code of Integrity, Ethics and Conduct (the “Code”) to promote honest and ethical conduct of our business, professional and personal relationships. The Code covers all executives, including our principal executive officer, principal financial officer and principal accounting officer, directors, and other team members. A copy of our Code of Integrity, Ethics and Conduct is available on our website https://investors.bjsrestaurants.com under Corporate Governance. We intend to post any amendments to or waivers from our Code at this website location.

We have insider trading policies governing the purchase, sale and or other dispositions of our stock by directors, officers and selected employees that are reasonably designed to promote compliance with insider trading laws and applicable listing standards for our common stock.

Information with respect to our executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K. Other information required by this Item is hereby incorporated by reference to the information contained in the Proxy Statement relating to the Annual Meeting of Shareholders, which we expect to be filed with the SEC no later than 120 days after the close of the year ended December 31, 2024.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the information contained in the Proxy Statement relating to the Annual Meeting of Shareholders, which we expect to file with the SEC no later than 120 days after the close of the year ended December 31, 2024.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the information contained in the Proxy Statement relating to the Annual Meeting of Shareholders, which we expect to file with the SEC no later than 120 days after the close of the year ended December 31, 2024.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to the information contained in the Proxy Statement relating to the Annual Meeting of Shareholders, which we expect to file with the SEC no later than 120 days after the close of the year ended December 31, 2024.

See Part II, Item 5 – “Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities – Stock-Based Compensation Plan Information” for certain information regarding our equity compensation plans.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the information contained in the Proxy Statement relating to the Annual Meeting of Shareholders, which we expect to file with the SEC no later than 120 days after the close of the year ended December 31, 2024.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) CONSOLIDATED FINANCIAL STATEMENTS

The following documents are contained in Part II, Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2024 and January 2, 2024

Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended December 31, 2024

Consolidated Statements of Shareholders’ Equity for Each of the Three Fiscal Years in the Period Ended December 31, 2024

Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended December 31, 2024

Notes to the Consolidated Financial Statements

• (2)

All schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.

• (3)

Exhibit<br><br>Number	Description
3.1	Amended and Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended January 2, 2018.
3.2	Certificate of Amendment of Articles of Incorporation incorporated by reference to Exhibit 3.3 to Form 10-K for the year ended January 2, 2005.
3.3	Certificate of Amendment of Articles of Incorporation, dated June 8, 2010, incorporated by reference to Exhibit 3.4 to Form 10-K for the year ended December 28, 2010.
3.4	Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K filed on August 14, 2020.
4.1	Specimen Common Stock Certificate of the Company, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB‑2A filed with the Securities and Exchange Commission on August 22, 1996 (File No. 3335182‑LA) (as amended, the “Registration Statement”).
4.2	Description of the Securities, incorporated by reference to Exhibit 4.2 to Form 10-K filed on February 25, 2020.
10.1*	Form of Indemnification Agreement with Officers and Directors, incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended January 2, 2018.
10.2*	Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”), incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 1, 2022.
10.3*	Form of Employee Stock Option Agreement under the Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-K filed on February 25, 2020.
10.4*	Form of Notice of Grant of Stock Option under the Equity Incentive Plan, incorporated by reference to Exhibit 10.4 of the Form 8-K filed July 1, 2005.
10.5*	Form of Non-Employee Director Stock Option Agreement under the Equity Incentive Plan, incorporated by reference to Exhibit 10.8 of the Form 10-K for the year ended January 3, 2006.
10.6*	Form of Non-Employee Director Notice of Grant of Stock Option under the Equity Incentive Plan, incorporated by reference to Exhibit 10.9 of the Form 10-K for the year ended January 3, 2006.
10.7*	Form of Restricted Stock Unit Agreement (non-GSSOP) for employees under the Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to Form 10-K filed on February 25, 2020.
10.8*	Form of Restricted Stock Unit Notice (non-GSSOP) for employees under the Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on November 6, 2007.
10.9*	BJ's Restaurants, Inc. 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 21, 2024.
10.10*	Form of Restricted Stock Unit Agreement for non-employee directors under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 25, 2024.
10.11*	Form of Restricted Stock Unit Award Certificate for non-employee directors under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 8-K filed on June 25, 2024.
10.12*	Form of Restricted Stock Unit Agreement for employees under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to Form 8-K filed on June 25, 2024.
10.13*	Form of Restricted Stock Unit Award Certificate for employees under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 8-K filed on June 25, 2024.
10.14*	Form of Performance Stock Unit Agreement under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.6 to Form 8-K filed on June 25, 2024.
10.15*	Form of Performance Stock Unit Award Certificate under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to Form 8-K filed on June 25, 2024.
Exhibit<br><br>Number	Description
---	---
10.16*	Form of Stock Option Agreement under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.8 to Form 8-K filed on June 25, 2024.
10.17*	Form of Notice of Grant of Stock Option under the 2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.9 to Form 8-K filed on June 25, 2024.
10.18*	Employment Agreement, dated June 12, 2003, between the Company and Gregory S. Lynds, incorporated by reference to Exhibit 10.26 to Form 10-K filed on or about March 14, 2008.
10.19*	Employment Agreement, effective March 1, 2011, between the Company and Kendra D. Miller, incorporated by reference to Exhibit 10.17 to Form 10-K filed on March 9, 2011.
10.20*	Employment Agreement dated January 28, 2013, between the Company and Brian S. Krakower, incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 6, 2013.
10.21*	Employment Agreement dated August 22, 2024, between the Company and C. Bradford Richmond, incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 28, 2024.
10.22*	Employment Agreement dated August 23, 2024, between the Company and Lyle D. Tick, incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 3, 2024.
10.23*	Form of Performance Stock Unit Agreement under the Equity Incentive Plan, incorporated by reference to Exhibit 10.28 to Form 10-K filed on February 25, 2020.
10.24	Fourth Amended and Restated Credit Agreement, dated November 3, 2021, among the Company and Bank of America, N.A. and the other lenders identified therein, incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 8, 2021.
10.25*	BJ’s Restaurants, Inc. Performance Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2016.
10.26*	BJ's Restaurants, Inc. Deferred Compensation Plan.
10.27	Form of Common Stock Purchase Warrant in favor of SC 2018 Trust, LLC, incorporated by reference to Exhibit 10.7 to Form 8-K filed on May 4, 2020.
10.28	Amendment No. 1, dated November 24, 2020, to Common Stock Purchase Warrant, dated May 5, 2020, issued by the Company in favor of BJ’s Act III, LLC, incorporated by reference to Exhibit 10.2 to Form 8-K filed November 30, 2020.
10.29	Form of Registration Rights Agreement among the Company and certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser, incorporated by reference to Exhibit 10.4 to Form 8-K filed on May 4, 2020.
10.30	Form of Registration Rights Agreement between the Company and SC 2018 Trust, LLC, incorporated by reference to Exhibit 10.5 to Form 8-K filed on May 4, 2020.
10.31	Amendment No. 1 (Conforming Changes) to Fourth Amended and Restated Credit Agreement dated as of October 29, 2024, among the Company and Bank of America, N.A. and the other lenders identified therein, incorporated by reference to Exhibit 10.3 to Form 10-Q filed on November 4, 2024.
10.32	Cooperation Agreement, dated February 27, 2024, between the Company and Fund 1 Investments, LLC, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on February 28, 2024.
10.33	Cooperation Agreement, dated December 30, 2024, among the Company, Act III Holdings, LLC, Act III Management, LLC, BJ’s Act III, LLC, and SC 2018 Trust LLC, incorporated by reference to Exhibit 10.1 to Form 8-K filed January 2, 2025.
10.34	Amendment No. 2, dated December 30, 2024, to Common Stock Purchase Warrant, dated May 5, 2020, issued by the Company in favor of BJ’s Act III, LLC, incorporated by reference to Exhibit 10.2 to Form 8-K filed January 2, 2025.
19.1	BJ’s Restaurants, Inc. Securities Trading by Company Personnel
21	List of Significant Subsidiaries.
Exhibit<br><br>Number	Description
---	---
23.1	Consent of Independent Registered Public Accounting Firm.
31	Section 302 Certifications of Chief Executive Officer and Chief Financial Officer.
32	Section 906 Certification of Chief Executive Officer and Chief Financial Officer.
97	BJ's Restaurants, Inc. Compensation Clawback Policy
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document.
104	Cover Page Interactive Data File - The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL and is contained in Exhibit 101.

* Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

	BJ’S RESTAURANTS, INC.
	By:	/s/ C. BRADFORD RICHMOND
February 26, 2025		C. Bradford Richmond<br><br>Interim Chief Executive Officer and Director<br><br>(Principal Executive Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
By: /s/ C. BRADFORD RICHMOND
C. Bradford Richmond	Interim Chief Executive Officer and Director<br><br>(Principal Executive Officer)	February 26, 2025
By: /s/ THOMAS A. HOUDEK
Thomas A. Houdek	Senior Vice President and Chief Financial Officer<br><br>(Principal Financial Officer)	February 26, 2025
By: /s/ JACOB J. GUILD
Jacob J. Guild	Senior Vice President and Chief Accounting Officer<br><br>(Principal Accounting Officer)	February 26, 2025
By: /s/ BINA CHAURASIA
Bina Chaurasia	Director	February 26, 2025
By: /s/ JAMES A. DAL POZZO
James A. Dal Pozzo	Director	February 26, 2025
By: /s/ NOAH A. ELBOGEN
Noah A. Elbogen	Director	February 26, 2025
By: /s/ LEA ANNE S. OTTINGER
Lea Anne S. Ottinger	Director	February 26, 2025
By: /s/ JULIUS W. ROBINSON, JR.
Julius W. Robinson, Jr.	Director	February 26, 2025
By: /s/ JANET M. SHERLOCK
Janet M. Sherlock	Director	February 26, 2025
By: /s/ GREGORY A. TROJAN
Gregory A. Trojan	Director	February 26, 2025

BJ’S RESTAURANTS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2024 andJanuary 2, 2024	F‑3
Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended December 31, 2024	F‑4
Consolidated Statements of Shareholders’ Equity for Each of the Three Fiscal Years in the Period Ended December 31, 2024	F‑5
Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period EndedDecember 31, 2024	F‑6
Notes to Consolidated Financial Statements	F‑8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors BJ’s Restaurants, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of BJ's Restaurants, Inc. and subsidiaries (the Company) as of December 31, 2024 and January 2, 2024, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and January 2, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of long-lived assets for impairment

As discussed in Note 1 to the consolidated financial statements, the Company assesses long-lived assets for potential impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered include, but are not limited to, significant underperformance by a restaurant relative to historical operating results, significant changes in the manner of use of the assets or the strategy for the overall business, significant negative industry or economic trends, and the Company’s expectation to dispose of long-lived assets before the end of their previously estimated useful lives. The property and equipment, net, and operating lease asset balances as of December 31, 2024 were $510.6 million and $336.9 million, respectively.

We identified the evaluation of potential indicators of impairment of long-lived assets as a critical audit matter. Subjective auditor judgment was required to evaluate the Company’s assessment of whether any of the following were potential indicators for impairment: (1) restaurant-level cash flow results relative to historical operating results for underperforming restaurants, (2) significant changes in the manner of use of the assets or the strategy for the overall business, and (3) the impact of significant negative industry or economic trends on restaurant-level results.

F-1

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s long-lived asset impairment process, including controls related to the identification and evaluation of potential indicators of impairment. We assessed the Company’s identification and evaluation of potential indicators of impairment by:

• comparing the restaurant-level cash flows of certain restaurants to historical operating results
• considering other events or changes in circumstances that impact restaurant-level operating results for certain restaurants
• reading board of directors meeting minutes for significant changes in the manner of the use of the assets or the strategy of the overall business
• considering available industry and economic information for significant negative trends.

/s/ KPMG LLP

We have served as the Company’s auditor since 2021.

Los Angeles, California

February 26, 2025

F-2

BJ’S RESTAURANTS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31, 2024		January 2, 2024
Assets
Current assets:
Cash and cash equivalents	$	26,096	$	29,070
Accounts and other receivables, net		20,402		19,469
Inventories, net		12,768		13,245
Prepaid expenses and other current assets		20,299		21,237
Total current assets		79,565		83,021
Property and equipment, net		510,581		525,190
Operating lease assets		336,936		350,091
Goodwill		4,673		4,673
Equity method investment		4,266		4,770
Deferred income taxes, net		62,318		50,147
Other assets, net		42,725		40,562
Total assets	$	1,041,064	$	1,058,454
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	51,011	$	60,641
Accrued expenses		105,316		101,295
Current operating lease obligations		39,982		37,389
Total current liabilities		196,309		199,325
Long-term operating lease obligations		394,129		414,114
Long-term debt		66,500		68,000
Other liabilities		14,109		11,254
Total liabilities		671,047		692,693
Commitments and contingencies (Note 7)
Shareholders’ equity:
Preferred stock, 5,000 shares authorized, none issued or outstanding		—		—
Common stock, no par value, 125,000 shares authorized and 22,697 and<br>23,184 shares issued and outstanding as of December 31, 2024 and<br>January 2, 2024, respectively		—		—
Capital surplus		77,576		77,036
Retained earnings		292,441		288,725
Total shareholders’ equity		370,017		365,761
Total liabilities and shareholders’ equity	$	1,041,064	$	1,058,454

The accompanying notes are an integral part of these consolidated financial statements.

F-3

BJ’S RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Fiscal Year
	2024			2023			2022
Revenues	$	1,357,302		$	1,333,229		$	1,283,926
Restaurant operating costs (excluding depreciation and amortization):
Cost of sales		350,560			346,569			349,645
Labor and benefits		495,466			491,314			483,367
Occupancy and operating		315,683			317,559			306,150
General and administrative		88,272			82,103			73,333
Depreciation and amortization		72,745			70,992			70,385
Restaurant opening		2,082			2,808			3,644
Loss on disposal and impairment of assets, net		18,414			8,125			6,200
Gain on lease transactions, net		—			—			(3,318	)
Total costs and expenses		1,343,222			1,319,470			1,289,406
Income (loss) from operations		14,080			13,759			(5,480	)
Other (expense) income:
Interest expense, net		(5,484	)		(4,915	)		(2,888	)
Other (expense) income, net (1)		(331	)		1,256			60
Total other expense		(5,815	)		(3,659	)		(2,828	)
Income (loss) before income taxes		8,265			10,100			(8,308	)
Income tax benefit		(8,422	)		(9,560	)		(12,384	)
Net income	$	16,687		$	19,660		$	4,076
Net income per share:
Basic	$	0.72		$	0.84		$	0.17
Diluted	$	0.70		$	0.82		$	0.17
Weighted average number of shares outstanding:
Basic		23,132			23,452			23,405
Diluted		23,768			23,923			23,662

The accompanying notes are an integral part of these consolidated financial statements.

• Included in other (expense) income, net was an equity method investment loss of $0.5 million and $0.2 million for fiscal 2024 and 2023, respectively. There were no related party costs for fiscal 2022. See Note 14 for further information. Also included in other (expense) income, net was a $4.6 million charge related to Act III's warrant extension for fiscal 2024. See Note 10 for further information.

  F-4

BJ’S RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

	Common Stock						Capital			Retained
	Shares			Amount			Surplus			Earnings			Total
Balance, December 28, 2021		23,304		$	—		$	72,513		$	261,258		$	333,771
Issuance of restricted stock units		179			8,097			(8,478	)		—			(381	)
Repurchase, retirement and reclassification of common stock		(91	)		(8,097	)		—			5,712			(2,385	)
Stock-based compensation		—			—			10,424			—			10,424
Adjustment to dividends previously accrued		—			—			—			10			10
Net income		—			—			—			4,076			4,076
Balance, January 3, 2023		23,392			—			74,459			271,056			345,515
Exercise of stock options		28			1,073			(198	)		—			875
Issuance of restricted stock units		192			7,934			(8,507	)		—			(573	)
Repurchase, retirement and reclassification of common stock		(428	)		(9,007	)		—			(1,992	)		(10,999	)
Stock-based compensation		—			—			11,282			—			11,282
Adjustment to dividends previously accrued		—			—			—			1			1
Net income		—			—			—			19,660			19,660
Balance, January 2, 2024		23,184			—			77,036			288,725			365,761
Exercise of stock options		7			311			(104	)		—			207
Issuance of restricted stock units		263			11,842			(12,964	)		—			(1,122	)
Repurchase, retirement and reclassification of common stock		(757	)		(12,153	)		—			(12,972	)		(25,125	)
Extension of warrant		—			—			4,622			—			4,622
Stock-based compensation		—			—			8,986			—			8,986
Adjustment to dividends previously accrued		—			—			—			1			1
Net income		—			—			—			16,687			16,687
Balance, December 31, 2024		22,697		$	—		$	77,576		$	292,441		$	370,017

The accompanying notes are an integral part of these consolidated financial statements.

F-5

BJ’S RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Year
	2024			2023			2022
Cash flows from operating activities:
Net income	$	16,687		$	19,660		$	4,076
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		72,745			70,992			70,385
Non-cash lease expense		32,227			33,030			33,541
Amortization of financing costs		211			217			221
Deferred income taxes, net		(12,171	)		(11,835	)		(13,410	)
Stock-based compensation expense		8,629			10,902			10,098
Loss on disposal and impairment of assets, net		18,414			8,125			6,200
Extension of warrant		4,622			—			—
Gain on lease transactions, net		—			—			(3,318	)
Equity method investment		504			230			—
Changes in assets and liabilities:
Accounts and other receivables		(83	)		10,776			1,436
Inventories, net		1,149			(750	)		286
Prepaid expenses and other current assets		(1,879	)		(5,642	)		(6,026	)
Other assets, net		(4,836	)		(3,227	)		1,210
Accounts payable		(4,323	)		6,052			4,056
Accrued expenses		4,035			4,070			(13,622	)
Operating lease obligations		(37,314	)		(37,144	)		(39,939	)
Other liabilities		2,855			381			(4,072	)
Net cash provided by operating activities		101,472			105,837			51,122
Cash flows from investing activities:
Purchases of property and equipment		(76,900	)		(98,914	)		(78,606	)
Proceeds from sale of assets		7			3			6,699
Net cash used in investing activities		(76,893	)		(98,911	)		(71,907	)
Cash flows from financing activities:
Borrowings on line of credit		884,600			762,000			710,000
Payments on line of credit		(886,100	)		(754,000	)		(700,000	)
Payments of debt issuance costs		—			—			(3	)
Taxes paid on vested stock units under employee plans		(1,122	)		(573	)		(381	)
Proceeds from exercise of stock options		207			875			—
Cash dividends accrued under stock-based compensation plans		(13	)		(32	)		(100	)
Repurchases of common stock		(25,125	)		(10,999	)		(2,385	)
Net cash (used in) provided by financing activities		(27,553	)		(2,729	)		7,131
Net (decrease) increase in cash and cash equivalents		(2,974	)		4,197			(13,654	)
Cash and cash equivalents, beginning of year		29,070			24,873			38,527
Cash and cash equivalents, end of year	$	26,096		$	29,070		$	24,873

The accompanying notes are an integral part of these consolidated financial statements.

F-6

BJ’S RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Year
	2024		2023		2022
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	5,256	$	489	$	543
Cash paid for interest, net of capitalized interest	$	4,659	$	3,758	$	1,790
Cash paid for operating lease obligations	$	62,748	$	63,504	$	66,872
Supplemental disclosure of non-cash investing and financing activities:
Operating lease assets obtained in exchange for operating lease liabilities	$	19,922	$	15,934	$	38,501
Receivable related to proceeds from disposal of assets	$	—	$	1,252	$	—
Property and equipment acquired and included in accounts payable	$	4,607	$	9,914	$	14,888
Equity method investment in exchange for internally developed software	$	—	$	—	$	5,000
Stock-based compensation capitalized	$	357	$	380	$	326

F-7

BJ’S RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company and Summary of Significant Accounting Policies

Description of Business

BJ’s Restaurants, Inc. (referred to herein as the “Company,” “BJ’s,” “we,” “us” and “our”) was incorporated in California on October 1, 1991, to assume the management of five “BJ’s Chicago Pizzeria” restaurants and to develop additional BJ’s restaurants. As of December 31, 2024, we owned and operated 218 restaurants located in 31 states. During fiscal 2024, we opened three new restaurants and closed one restaurant. Four of our locations, in addition to our two brewpub locations in Texas, brew our signature, proprietary craft BJ’s beer. All of our other restaurants receive their BJ’s beer either from one of our restaurant brewing operations, our Texas brewpubs and/or independent third-party brewers using our proprietary recipes.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of BJ’s Restaurants, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the period.

The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company had no components of other comprehensive income (loss) during any of the years presented, as such; a consolidated statement of comprehensive income (loss) is not presented.

The preparation of financial statements in conformity U.S. GAAP requires management to make estimates and assumptions for the reporting period and as of the financial statement date. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Our fiscal year consists of 52 or 53 weeks and ends on the Tuesday closest to December 31 for financial reporting purposes. Fiscal year 2024 ended on December 31, 2024, and consisted of 52 weeks of operations. Fiscal years 2023 and 2022 ended on January 2, 2024, and January 3, 2023, respectively, and consisted of 52 and 53 weeks of operations, respectively.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements. The ASU primarily enhanced disclosures of significant segment expenses and other segment items and is effective for fiscal years beginning after December 15, 2023. We adopted ASU 2023-07 on January 3, 2024, the first day of fiscal 2024. The adoption of this standard did not impact the identification or measurement of our reportable segments but enhanced the disclosure of segment expense information. The amendments were applied retrospectively to all periods presented in accordance with the standard's transition requirements. These categories are consistent with the manner in which our Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources. The enhanced disclosures for the year ended December 31, 2024, are included in Note 15 to our consolidated financial statements. Comparative periods have been restated to conform to the current year’s presentation.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

In March 2024, the Securities and Exchange Commission (“SEC”) issued its final climate disclosure rules. The rules require disclosure of climate-related information outside of the audited financial statements and disclosure in the footnotes addressing specified financial statement effects of severe weather events and other natural conditions above certain financial thresholds, certain carbon offsets and renewable energy credits or certificates, if material. Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025. On April 4, 2024, the SEC determined to voluntarily stay the effective date of the final rules pending certain legal challenges. We are currently evaluating the impact of adopting the new rules and continue to monitor the status of the related legal challenges.

F-8

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. We are currently evaluating the impact of adopting the new ASU on our consolidated financial statements and related disclosures.

We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to our consolidated financial statements.

Segment Disclosure

The FASB ASC Topic 280, Segment Reporting, establishes standards for disclosures about different types of business activities in which we engage and the different economic environments in which we operate. We currently operate in one operating segment: full-service company-owned restaurants. Additionally, we operate in one geographic area: the United States of America.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments and money market funds with an original maturity of three months or less when purchased. Cash and cash equivalents are stated at cost, which approximates fair market value.

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk and credit losses are credit card receivables and trade receivables consisting primarily of amounts due from gift card resellers, third-party delivery companies and vendor rebates. We consider the concentration of credit risk for gift card resellers, third-party delivery companies and vendor rebates to be minimal due to the payment histories and general financial condition of these gift card resellers and vendors. See Note 3 for disclosure of trade receivables by category as of December 31, 2024, and January 2, 2024. Additionally, we currently maintain our day-to-day operating cash balances with a major financial institution. At times, our operating cash balances may be in excess of the FDIC insurance limit.

Concentration of Supplier Risk

We rely on a leading foodservice distributor to deliver the majority of our food products to our restaurants. We also have an agreement with the largest nationwide foodservice distributor of fresh produce in the United States to service most of our restaurants and, where licensed, to distribute our proprietary craft beer to our restaurants. In instances where these parties fail to fulfill their obligations, we may be unable to find alternative suppliers.

Inventories

Inventories are comprised primarily of food and beverage products and are stated at the lower of cost (first-in, first-out) or net realizable value.

Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the lease term, including reasonably assured renewal periods or exercised options, of the respective lease, whichever is shorter. Renewals and betterments that materially extend the life of an asset are capitalized while maintenance and repair costs are expensed as incurred. Internal costs associated with the acquisition, development and construction of our restaurants are capitalized and allocated to the projects which they relate. When property and equipment are sold or otherwise disposed of, the asset accounts and related accumulated depreciation or amortization accounts are relieved, and any gain or loss is included in earnings. Additionally, any interest capitalized for new restaurant construction is included in “Property and equipment, net” on our Consolidated Balance Sheets.

Depreciation and amortization are recorded using the straight-line method over the following estimated useful lives:

Furniture and fixtures	3‑10 years
Equipment	5‑10 years
Brewing equipment	1-20 years
Building improvements	the shorter of 20 years or the remaining lease term
Leasehold improvements	the shorter of the useful life or the lease term,

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including reasonably assured renewal periods

Goodwill

We perform impairment testing annually, during the fourth quarter, and more frequently if factors and circumstances indicate impairment may have occurred. When evaluating goodwill for impairment, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. We currently have one reporting unit, which is full-service company-owned restaurants in the United States of America. If it is concluded that the fair value of our reporting unit is less than the goodwill carrying value, we estimate the fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If the carrying value of the reporting unit is greater than the estimated fair value, an impairment charge is recorded for the difference between the implied fair value of goodwill and its carrying amount. To calculate the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is first allocated to all of the other assets and liabilities of that unit based on their relative fair values. The excess of the reporting unit’s fair value over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. This adjusted carrying value becomes the new goodwill accounting basis value. Based on our impairment assessment, we did not record any impairment to goodwill during fiscal 2024, 2023 or 2022.

Long-Lived Assets

We assess the potential impairment of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assets are generally reviewed for impairment on a restaurant level basis, and inclusive of property and equipment and lease right-of-use assets; or at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. Factors considered include, but are not limited to, significant underperformance by the restaurant relative to historical operating results; significant changes in the manner of use of the assets or the strategy for the overall business; significant negative industry or economic trends; or our expectation to dispose of long-lived assets before the end of their previously estimated useful lives. We use the undiscounted cash flow method to assess the recoverability of potentially impaired long-lived assets by comparing the carrying value of the assets to the undiscounted cash flows expected to be generated by the assets. If the carrying value of the assets exceeds the undiscounted cash flows expected to be generated by the assets, an impairment charge is recognized for the amount by which the carrying value exceeds the fair value of the assets. We measure the fair value by discounting estimated future cash flows using assumptions that are consistent with what a market participant would use. As a result of this analysis, in fiscal 2024, we recorded a $12.1 million impairment charge to operating income. In fiscal 2023 and fiscal 2022, we recorded a $3.4 million and $9.3 million impairment charge to operating income, respectively, for the amount by which the carrying value of the restaurant’s assets exceeded its fair value estimated using the discounted cash flow method.

Self-Insurance Liability

We retain large deductibles or self-insured retentions for a portion of our general liability insurance and our team member workers’ compensation programs. We maintain coverage with a third-party insurer to limit our total exposure for these programs. The accrued liability associated with these programs is based on our estimate of the ultimate costs within our retention amount to settle known claims as well as claims incurred but not yet reported to us (“IBNR claims”) as of the balance sheet dates. Our estimated liability is based on information provided by a third-party actuary, combined with our judgments regarding a number of assumptions and factors, including the frequency and severity of claims, our loss development factors, loss cost, history, case jurisdiction, related legislation, and our claims settlement practice. Significant judgment is required to estimate IBNR claims as parties have yet to assert such claims.

Revenue Recognition

Revenues from food and beverage sales at restaurants are recognized when payment is tendered. Amounts paid with a credit card are recorded in accounts and other receivables until payment is collected from the credit card processor. We sell gift cards which do not have an expiration date and we do not deduct non-usage fees from outstanding gift card balances. Gift card sales are recorded as a liability and recognized as revenues upon redemption in our restaurants.

Based on historical redemption rates, a portion of our gift card sales are not expected to be redeemed and will be recognized as gift card “breakage.” Estimated gift card breakage is recorded as “Revenues” on our Consolidated Statements of Operations and recognized in proportion to our historical redemption pattern, unless there is a legal obligation to remit the unredeemed gift cards to government authorities.

Our “BJ’s Premier Rewards Plus” guest loyalty program enables participants to earn points for qualifying purchases that can be redeemed for food and beverages in the future. We allocate the transaction price between the goods delivered and the future

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goods that will be delivered, on a relative standalone selling price basis, and defer the revenues allocated to the points, less expected expirations, until such points are redeemed.

Cost of Sales

Cost of sales is comprised of food and beverage costs, including the cost to produce and distribute our proprietary craft beer, soda and ciders. The components of cost of sales are variable and typically fluctuate directly with sales volumes but may be impacted by changes in commodity prices or promotional activities.

Sales Taxes

Revenues are presented net of sales tax collected. The obligations to the appropriate tax authorities are included in other accrued expenses until the taxes are remitted to the appropriate taxing authorities.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs for fiscal 2024, 2023 and 2022 were approximately $26.5 million, $23.4 million and $21.3 million, respectively. Advertising costs are primarily included in “Occupancy and operating” expenses on our Consolidated Statements of Operations.

Income Taxes

We utilize the liability method of accounting for income taxes. Deferred income taxes are recognized based on the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

We provide for income taxes based on our expected federal and state tax liabilities. Our estimates include, but are not limited to, effective federal, state and local income tax rates, allowable tax credits for items such as Federal Insurance Contributions Act (“FICA”) taxes paid on reported tip income and estimates related to depreciation expense allowable for tax purposes. We usually file our income tax returns several months after our fiscal year-end. All tax returns are subject to audit by federal and state governments for years after the returns are filed and could be subject to differing interpretations of the tax laws.

We recognize the impact of a tax position in our financial statements if that position is more likely than not of being sustained through an audit, based on the technical merits of the position. Interest and penalties related to uncertain tax positions are included in “Income tax (benefit) expense” on our Consolidated Statements of Operations.

Restaurant Opening Expense

Restaurant payroll, supplies, training, other start-up costs and rent expense incurred prior to the opening of a new restaurant are expensed as incurred.

Leases

We determine if a contract contains a lease at inception. Our material operating leases consist of restaurant locations and office space. U.S. GAAP requires that our leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date, and the lease term used in the evaluation includes the non-cancellable period for which we have the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of our restaurant and office space leases are classified as operating leases. We have elected to account for lease and non-lease components as a single lease component for office and beverage gas equipment. We do not have any finance leases.

We have elected the short-term lease recognition exemption for all classes of underlying assets. Leases with an initial term of 12 months or less that do not include an option to purchase the underlying asset that we are reasonably certain to exercise are not recorded on the balance sheet. Expense for short-term leases is recognized on a straight-line basis over the lease term.

We disburse cash for leasehold improvements, furniture and fixtures and equipment to build out and equip our leased premises. Tenant improvement allowance incentives may be available to partially offset the cost of developing and opening the related restaurants, pursuant to agreed-upon terms in our leases. Tenant improvement allowances can take the form of cash payments upon the opening of the related restaurants, full or partial credits against minimum or percentage rents otherwise payable by us,

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or a combination thereof. All tenant improvement allowances received by us are recorded as a contra operating lease asset and amortized over the term of the lease.

The lease term used for straight-line rent expense is calculated from the commencement date (the date we take possession of the premises) through the lease termination date (including any options where exercise is reasonably certain and failure to exercise such option would result in an economic penalty). We expense rent from commencement date through restaurant open date as preopening expense. Once a restaurant opens for business, we record straight-line rent expense plus any additional variable contingent rent expense to the extent it is due under the lease agreement.

There is potential for variability in the rent holiday period, which begins on the commencement date and ends on the restaurant open date, during which no cash rent payments are typically due under the terms of the lease. Factors that may affect the length of the rent holiday period generally pertain to construction-related delays. Extension of the rent holiday period due to delays in restaurant opening will result in greater preopening rent expense recognized during the rent holiday period and lesser occupancy expense during the rest of the lease term (post-opening).

We record a lease liability equal to the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. Our lease liability calculation is the total rent payable during the lease term, including rent escalations in which the amount of future rent is certain or fixed. This liability is reduced monthly by the minimum rents paid, offset by the imputed interest. A corresponding operating lease asset is also recorded equaling the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any lease incentives received. Monthly, this asset is reduced by the straight-line rent, offset by the imputed interest.

Certain leases contain provisions that require additional rent payments based upon restaurant sales volume. Contingent rent is accrued each period as the liabilities are incurred, in addition to the straight-line rent expense noted above. This results in some variability in occupancy expense as a percentage of revenues over the term of the lease in restaurants where we pay contingent rent. We monitor for events or changes in circumstances that require reassessment of our leases. When a reassessment results in the re-measurement of a lease liability, a corresponding adjustment is made to the carrying amount of the operating lease asset.

Management makes judgments regarding the reasonably certain lease term and incremental borrowing rate for each restaurant property lease, which can impact the classification and accounting for a lease as finance or operating, the rent holiday and/or escalations in payments that are taken into consideration when calculating straight-line rent, and the term over which leasehold improvements for each restaurant are amortized.

Net Income Per Share

Basic and diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. The number of diluted shares reflects the potential dilution that could occur if holders of in-the-money options and warrants were to exercise their right to convert these instruments into common stock and the restrictions on restricted stock units (“RSUs”) were to lapse. Additionally, performance-based RSUs are considered contingent shares; therefore, at each reporting date we determine the probable number of shares that will vest and include these contingently issuable shares in our diluted share calculation unless they are anti-dilutive. Once these performance-based RSUs vest, they are included in our basic net income per share calculation.

The following table presents a reconciliation of basic and diluted net income per share, including the number of dilutive equity awards that were included in the dilutive net income per share computation (in thousands):

	Fiscal Year
	2024		2023		2022
Numerator:
Net income	$	16,687	$	19,660	$	4,076
Denominator:
Weighted-average shares outstanding - basic		23,132		23,452		23,405
Dilutive effect of equity awards		636		471		257
Weighted-average shares outstanding - diluted		23,768		23,923		23,662

At December 31, 2024, January 2, 2024, and January 3, 2023, there were approximately 1.0 million, 0.9 million, and 1.9 million shares of common stock equivalents, respectively, that have been excluded from the calculation of diluted net income per share because they are anti-dilutive. Included in the calculation of common stock equivalents were warrants to purchase

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876,949 shares, which were also anti-dilutive at January 3, 2023. The warrants were dilutive at December 31, 2024 and January 2, 2024.

Stock‑Based Compensation

Our current shareholder approved stock-based compensation plan is the BJ’s Restaurants, Inc. 2024 Equity Incentive Plan, (as it may be amended from time to time, “the Plan”). Under the Plan, we may issue shares of our common stock to team members, officers, directors and consultants. We grant non-qualified stock options, and service- and performance-based RSUs. Since fiscal 2024, we also grant performance-based RSUs with market-based metrics. Additionally, we issue time-based RSUs in connection with the BJ’s Gold Standard Stock Ownership Program (the “GSSOP”), a long-term equity incentive program for our restaurant general managers, executive kitchen managers, directors of operations and directors of kitchen operations. All GSSOP participants are required to remain in good standing during their vesting period.

Stock options are charged against the Plan share reserve on the basis of one share for each share of common stock issuable upon exercise of options granted. All options granted under the Plan expire within 10 years of their date of grant. Awards of stock options or stock appreciation rights are charged against the Plan share reserve on the basis of one share for each share granted. All other awards are charged against the 2024 Plan share reserve on the basis of 1.5 shares for each share granted. We estimate forfeitures based on historical data and we take into consideration future expectations. The Plan also contains other limits on the terms of incentive grants such as the maximum number that can be granted to a team member during any fiscal year.

We use the Black-Scholes option-pricing model to determine the fair value of our stock options, and we use the Monte Carlo simulation model to determine the fair value of our performance-based RSUs which include a market-based metric. Both models require assumptions to be made regarding our stock price volatility, the expected life of the award, risk-free interest rate and expected dividend rates. The fair value of service-based and performance-based RSUs granted, that do not include a market-based metric, is equal to the fair value of our common stock at market close on the date of grant or the last trading day prior to the date of grant when grants take place on a day when the market is closed. The grant date fair value of each stock option, performance-based RSU with market-based metrics and service-based RSU is expensed over the vesting period (e.g., one, three or five years) and the fair value of each performance-based RSU, that does not include a market-based metric, is expensed based on the estimated quantity that is expected to vest corresponding with management's current estimate of the level that the performance goal will be achieved.

The Plan permits our Board of Directors to set the vesting terms and exercise period for awards at their discretion; however, the grant of awards with no minimum vesting period or a vesting period less than one year may not exceed 5% of the total number of shares authorized under the Plan. Stock options and time-based RSUs cliff vest at one year or ratably over three years for non-GSSOP participants, and either cliff vest at five years or cliff vest at 33% on the third anniversary and 67% on the fifth anniversary for GSSOP participants. Performance-based RSUs cliff vest on the third anniversary of the grant date in an amount from 0% to 150% of the grant quantity, depending on the level of performance target achievement.

2. Revenue Recognition

Revenue recognized on our Consolidated Statements of Operations for the redemption of gift cards and loyalty rewards deferred at the beginning of each respective fiscal year were as follows (in thousands):

	Fiscal Year
	2024		2023		2022
Revenue recognized from gift card liability	$	10,629	$	11,261	$	14,978
Revenue recognized from guest loyalty program	$	7,031	$	7,166	$	7,510

3. Accounts and Other Receivables

Accounts and other receivables consisted of the following (in thousands):

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	December 31, 2024		January 2, 2024
Credit cards	$	8,526	$	6,051
Third-party gift card sales		3,984		3,618
Third-party delivery		3,885		3,803
Income taxes		864		1,287
Other		3,143		4,710
	$	20,402	$	19,469

4. Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31, 2024			January 2, 2024
Land	$	2,523		$	2,507
Building improvements		428,366			418,320
Leasehold improvements		345,916			330,971
Furniture and fixtures		172,804			168,086
Equipment		424,839			393,430
Construction in progress		13,269			21,922
Property and equipment, gross		1,387,717			1,335,236
Accumulated depreciation and amortization		(877,136	)		(810,046	)
Property and equipment, net	$	510,581		$	525,190

5. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31, 2024		January 2, 2024
Payroll related	$	24,669	$	27,239
Workers’ compensation and general liability		22,216		23,792
Deferred revenue from gift cards		15,668		14,380
Deferred loyalty revenue		2,910		2,510
Insurance related		4,164		550
Sales taxes		7,254		7,592
Other taxes		8,694		9,548
Other current rent related		2,806		2,477
Utilities		2,475		2,697
Merchant cards		2,239		2,184
Maintenance related		289		1,949
Leadership transition related		2,829		—
Consulting related		2,135		—
Other		6,968		6,377
	$	105,316	$	101,295

6. Leases

Lease costs included on the Consolidated Statements of Operations consisted of the following (in thousands):

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	Fiscal Year
	2024		2023		2022
Lease cost	$	57,836	$	59,268	$	60,163
Variable lease cost		3,567		3,864		3,445
Total lease costs	$	61,403	$	63,132	$	63,608

Weighted-average lease term and discount rate were as follows:

	December 31, 2024	January 2, 2024
Weighted-average remaining lease term	10.3 Years	11.0 Years
Weighted-average discount rate	5.9	5.8

Operating lease obligation maturities as of December 31, 2024, were as follows (in thousands):

2025	$	65,182
2026		66,011
2027		62,759
2028		59,034
2029		53,044
Thereafter		234,599
Total lease payments		540,629
Less: imputed interest		(106,518	)
Present value of operating lease obligations	$	434,111

7. Commitments and Contingencies

Legal Proceedings

We are subject to lawsuits, administrative proceedings and demands that arise in the ordinary course of our business and which typically involve claims from guests, team members and others related to operational, employment, real estate and intellectual property issues common to the foodservice industry. A number of these claims may exist at any given time. We are self-insured for a portion of our general liability, team member workers’ compensation and employment practice liability insurance requirements. We maintain coverage with a third-party insurer to limit our total exposure. We believe that most of our claims will be covered by our insurance, subject to coverage limits and the portion of such claims that are self-insured; however, punitive damages awards are not covered by our insurance. To date, we have not been ordered to pay punitive damages with respect to any claims, but there can be no assurance that punitive damages will not be awarded with respect to any future claims. We could be affected by adverse publicity resulting from allegations in lawsuits, claims and proceedings, regardless of whether these allegations are valid or whether we are ultimately determined to be liable. We currently believe that the final disposition of these types of lawsuits, proceedings and claims will not have a material adverse effect on our financial position, results of operations or liquidity. It is possible, however, that our future results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to lawsuits, proceedings or claims.

Letters of Credit

We have irrevocable standby letters of credit outstanding, as required under our workers’ compensation insurance arrangements, of $19.3 million as of December 31, 2024. Our standby letters of credit automatically renew each October 31 for one year unless 30 days’ notice, prior to such renewal date, is given by the financial institution that provides the letters. The standby letters of credit issued under our Credit Facility reduce the amount available for borrowing.

Purchase Commitments

Purchase obligations, which include inventory purchases, equipment purchases, information technology and other miscellaneous commitments, were $41.2 million and $28.1 million at December 31, 2024 and January 2, 2024, respectively. These purchase obligations are primarily due within three years and recorded as liabilities when goods are received, or services rendered.

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8. Long-Term Debt

Line of Credit

On November 3, 2021, we entered into a Fourth Amended and Restated Credit Agreement (“Credit Facility”) with Bank of America, N.A. (“BofA”), JPMorgan Chase Bank, N.A., and certain other parties to amend and restate our revolving line of credit (the “Line of Credit”) to improve the pricing, extend the maturity date, change the interest reference rate, eliminate certain financial covenants and conditions, and reset other financial covenants starting with the fourth quarter of 2021.

Our Credit Facility matures on November 3, 2026, and provides us with revolving loan commitments totaling $215 million, which may be increased up to $315 million, of which $50 million may be used for the issuance of letters of credit. Availability under the Credit Facility is reduced by outstanding letters of credit, which are used to support our self-insurance programs. On December 31, 2024, there were borrowings of $66.5 million and letters of credit of $19.3 million outstanding, leaving $129.2 million available to borrow.

Effective October 29, 2024, we entered into an Amendment No. 1 (Conforming Changes) to Fourth Amended and Restated Credit Agreement (“the Amendment”) with Bank of America, N.A., as the Administrative Agent pursuant to which the Company modified the Fourth Amended and Restated Credit Agreement, dated November 3, 2021, with Bank of America, N.A. BofA, JPMorgan Chase Bank, N.A., and certain other parties. Pursuant to the Amendment, the referenced interest rate was changed from the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) (which will no longer be reported effective in November 2024), to a term Secured Overnight Financing Rate (“Term SOFR”). The impact of this change was immaterial on our Consolidated Statements of Operations.

Borrowings under the Line of Credit bear interest at an annual rate equal to either (a) the Term SOFR plus a percentage not to exceed 2.00% (with a floor on SOFR of 0.00%), or (b) a percentage not to exceed 1.00% above a Base Rate equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1.00%, (ii) BofA’s Prime Rate, (iii) the Term SOFR rate plus 1.00%, and (iv) 1.00%, in either case depending on the level of lease and debt obligations of the Company as compared to EBITDA plus lease expenses. The weighted average interest rate during fiscal 2024 and 2023 was approximately 6.7%.

The Credit Facility is secured by the Company’s assets and contains provisions requiring us to maintain compliance with certain covenants, including a Fixed Charge Coverage Ratio and a Lease Adjusted Leverage Ratio. At December 31, 2024, we were in compliance with these covenants.

Pursuant to the Line of Credit, we are required to pay certain customary fees and expenses associated with maintenance and use of the Line of Credit, including letter of credit issuance fees, unused commitment fees and interest, which are payable monthly. Interest expense and commitment fees under the Credit Facility were approximately $5.5 million, $4.9 million and $2.9 million for fiscal 2024, 2023 and 2022, respectively. We also capitalized approximately $0.3 million and $0.5 million of interest expense related to new restaurant construction during fiscal 2024 and 2023.

9. Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value. Fair value measurements are estimated based on valuation techniques and inputs categorized as follows:

• Level 1: Quoted prices in active markets for identical assets or liabilities.
• Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities.
• Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring the Company to develop its own assumptions.

There were no transfers among levels within the fair value hierarchy during the year ended December 31, 2024. The following table presents the fair values for our financial assets and liabilities measured on a recurring basis (in thousands):

	Level	December 31, 2024		January 2, 2024
Deferred compensation plan - liabilities	1	$	13,179	$	10,579

The Company’s financial statements include cash and cash equivalents, accounts and other receivables, accounts payable, and accrued expenses for which the carrying amounts approximate fair value due to their short-term maturity. At December 31, 2024 and January 2, 2024, the fair value of our amended revolving credit facility approximated its carrying value since it is a variable rate credit facility (Level 2).

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10. Shareholders’ Equity

Warrant

ACT III’s warrant for 876,949 at an exercise price of $26.94 was set to expire on May 4, 2025, five years following the issuance. On December 30, 2024, the Company agreed to extend the termination date of the warrant by two years to May 4, 2027, and recorded a related expense of $4.6 million within “Other (expense) income, net” on our Consolidated Statements of Operations. The warrant extension was executed in conjunction with a Cooperation Agreement that contains material non-shareholder restrictions, such as those limiting ACT III's ability to purchase additional Company shares.

Preferred Stock

We are authorized to issue 5.0 million shares of one or more series of preferred stock and we are authorized to determine the rights, preferences, privileges and restrictions to be granted to, or imposed upon, any such series, including the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences, conversion rights and the description and number of shares constituting any wholly unissued series of preferred stock. No shares of preferred stock were issued or outstanding at December 31, 2024 or January 2, 2024. We currently have no plans to issue shares of preferred stock.

Common Stock

Shareholders are entitled to one vote for each share of common stock held of record. Pursuant to the requirements of California law, shareholders are entitled to accumulate votes in connection with the election of directors. Shareholders of our outstanding common stock are entitled to receive dividends if and when declared by the Board of Directors.

Cash Dividends

We currently do not pay any cash dividends. Any payment of quarterly cash dividends will be subject to our Board of Directors determining that the payment of dividends is in the best interest of the Company and its shareholders. As such, the only cash dividends paid during fiscal 2024 and 2023 were related to dividends declared prior to fiscal 2020 on restricted stock grants, which vested under our stock-based compensation plans.

Stock Repurchases

During fiscal 2024, we repurchased and retired approximately 757,000 shares of our common stock at an average price of $33.20 per share for approximately $25.1 million, which is recorded as a reduction in common stock, with any excess charged to retained earnings. Our Board of Directors approved a $50 million increase in our share repurchase program both in February 2024 and February 2025. Currently we have $82.5 million available under our authorized $600 million share repurchase program. Repurchases may be made at any time.

11. Income Taxes

Income tax benefit for the last three fiscal years consists of the following (in thousands):

	Fiscal Year
	2024			2023			2022
Current:
Federal	$	2,780		$	1,378		$	647
State		969			897			379
		3,749			2,275			1,026
Deferred:
Federal		(10,891	)		(11,344	)		(12,653	)
State		(1,280	)		(491	)		(757	)
		(12,171	)		(11,835	)		(13,410	)
Income tax benefit	$	(8,422	)	$	(9,560	)	$	(12,384	)

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Income tax benefit for the last three fiscal years differs from the amount that would result from applying the federal statutory rate as follows:

	Fiscal Year
	2024			2023			2022
Income tax at statutory rates		21.0	%		21.0	%		(21.0	)%
State income taxes, net of federal benefit		5.5			5.8			(10.4	)
Permanent differences		10.6			7.7			17.3
Income tax credits		(147.1	)		(117.9	)		(156.8	)
Return to provision		0.4			0.9			(4.3	)
Stock warrant extension		11.7			—			—
Prior year tax credit true-up		4.3			(6.4	)		14.1
Benefit from net operating loss carryback		—			—			1.8
Change in valuation allowance		(8.5	)		(2.6	)		6.8
Other, net		0.2			(3.2	)		3.4
		(101.9	)%		(94.7	)%		(149.1	)%

The components of the deferred income tax asset (liability) consist of the following (in thousands):

	December 31, 2024			January 2, 2024
Deferred income tax asset:
Accrued expenses	$	12,526		$	12,939
Other		8,436			6,933
Deferred revenues		23			—
Gift cards		1,128			876
Stock-based compensation		3,667			5,026
Operating lease liability		111,254			116,527
Income tax credits		74,826			67,596
Net operating losses		4,831			5,085
State tax		358			226
Gross deferred income tax asset		217,049			215,208
Valuation allowance		(186	)		(889	)
Deferred income tax asset, net of valuation allowance		216,863			214,319
Deferred income tax liability:
Property and equipment		(51,516	)		(55,269	)
Intangible assets		(2,807	)		(2,951	)
Operating lease assets		(96,255	)		(101,358	)
Smallwares		(3,967	)		(4,594	)
Deferred income tax liability		(154,545	)		(164,172	)
Net deferred income tax asset	$	62,318		$	50,147

At December 31, 2024, we had federal and state income tax credit carryforwards of approximately $75.0 million and $0.1 million, respectively, consisting primarily of the credit for FICA taxes paid on reported team member tip income. The FICA tax credits will begin to expire in

2039

. At December 31, 2024, we have state and city net operating loss carryforwards of $106.4 million with statutory carryforward periods ranging from 5 years to 20 years. The earliest year that a material state net operating loss will expire is

2025

. We have completed an analysis of our ability to use our federal and state tax credit and net operating loss carry forwards. As of December 31, 2024 and January 2, 2024, we have determined that no valuation allowance is required against federal tax credit carryforwards; however, we have recorded a valuation allowance against certain state net operating loss and tax credit carryforwards of $0.2 million and $0.9 million, respectively, net of the federal benefit which are not more likely than not to be realized prior to expiration. We recognize interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2024 and January 2, 2024, we had accrued $0.1 million for interest and penalties with respect to uncertain tax positions.

F-18

As of December 31, 2024, unrecognized tax benefits recorded was approximately $0.9 million, of which approximately $0.9 million, if reversed would impact our effective tax rate. We anticipate no change in our liability for unrecognized tax benefits within the next twelve-month period.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	Fiscal Year
	2024			2023			2022
Gross unrecognized tax benefits at beginning of year	$	967		$	1,249		$	1,198
Increases for tax positions taken in prior years		29			102			3
Decreases for tax positions taken in prior years		—			—			(29	)
Increases for tax positions taken in the current year		134			104			91
Lapse in statute of limitations		(256	)		(488	)		(14	)
Gross unrecognized tax benefits at end of year	$	874		$	967		$	1,249

Our uncertain tax positions are related to tax years that remain subject to examination by tax agencies. As of December 31, 2024, the earliest tax year still subject to examination by the Internal Revenue Service is

2021

. The earliest year still subject to examination by a significant state or local taxing authority is

2020

.

12. Stock-Based Compensation Plans

The following table presents the stock-based compensation recognized within our consolidated financial statements (in thousands):

	Fiscal Year
	2024		2023		2022
Labor and benefits	$	2,452	$	2,583	$	2,886
General and administrative		6,177		8,319		7,212
Capitalized (1)		357		380		326
Total stock-based compensation	$	8,986	$	11,282	$	10,424

(1) Capitalized stock-based compensation relates to our restaurant development personnel and is included in “Property and equipment, net” on our Consolidated Balance Sheets.

Stock Options

The fair value of each stock option was estimated on the grant date using the Black‑Scholes option-pricing model with the following weighted average assumptions:

	Fiscal Year
	2024			2023			2022
Expected volatility		67.6	%		66.9	%		63.5	%
Risk-free interest rate		3.9	%		3.6	%		1.8	%
Expected option life	5 years			5 years			5 years
Dividend yield		—			—			—
Fair value of options granted	$	19.00		$	18.24		$	17.15

F-19

Under our stock-based compensation plan, the exercise price of a stock option is required to equal or exceed the fair value of our common stock at market close on the option grant date or the last trading day prior to the date of grant when grants take place on a day when the market is closed. The following table presents stock option activity:

	Options Outstanding					Options Exercisable
	Shares<br>(in thousands)			Weighted<br>Average Exercise<br>Price		Shares<br>(in thousands)		Weighted<br>Average Exercise<br>Price		Weighted<br>Average<br>Remaining<br>Contractual Life
Outstanding at December 28, 2021		775		$	41.77		519	$	41.02		5.0
Granted		111		$	31.57
Exercised		—		$	—
Forfeited		(62	)	$	40.71
Outstanding at January 3, 2023		824		$	40.48		601	$	41.57		4.7
Granted		124		$	31.19
Exercised		(28	)	$	29.18
Forfeited		(53	)	$	37.43
Outstanding at January 2, 2024		867		$	39.70		648	$	41.65		4.4
Granted		156		$	32.09
Exercised		(7	)	$	31.60
Forfeited		(83	)	$	32.89
Outstanding at December 31, 2024		933		$	39.10		741	$	41.00		3.9

Information relating to significant option groups outstanding as of December 31, 2024, is as follows (shares in thousands):

						Options Exercisable
Range of Exercise Prices		Weighted<br>Average<br>Remaining<br>Contractual Life		Weighted<br>Average Exercise<br>Price		Exercisable		Weighted<br>Average Exercise<br>Price
22.27 – 31.34	99		7.9	$	30.55		45	$	30.29
31.86 – 31.95	104		9.2	$	31.88		—	$	—
32.27 – 35.95	173		4.8	$	34.30		139	$	34.58
37.10 – 37.10	2		1.9	$	37.10		2	$	37.10
37.70 – 37.70	126		3.0	$	37.70		126	$	37.70
38.90 – 38.90	126		5.0	$	38.90		126	$	38.90
39.33 – 46.91	147		4.3	$	44.78		147	$	44.78
47.04 – 51.08	65		0.1	$	47.16		65	$	47.16
52.98 – 52.98	7		0.2	$	52.98		7	$	52.98
53.22 – 53.22	84		4.0	$	53.22		84	$	53.22
22.27 – 53.22	933		4.9	$	39.10		741	$	41.00

All values are in US Dollars.

As of December 31, 2024, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $2.0 million, which is expected to be recognized over the next three years.

F-20

Restricted Stock Units

Service-Based Restricted Stock Units

The following table presents service-based restricted stock unit activity:

	Shares<br>(in thousands)			Weighted<br>Average<br>Fair Value
Outstanding at December 28, 2021		619		$	39.35
Granted		368		$	28.44
Vested or released		(165	)	$	40.59
Forfeited		(93	)	$	35.24
Outstanding at January 3, 2023		729		$	34.10
Granted		344		$	28.93
Vested or released		(169	)	$	37.69
Forfeited		(82	)	$	31.62
Outstanding at January 2, 2024		822		$	31.46
Granted		306		$	33.13
Vested or released		(232	)	$	37.80
Forfeited		(124	)	$	29.94
Outstanding at December 31, 2024		772		$	30.45

As of December 31, 2024, total unrecognized stock-based compensation expense related to non-vested service-based RSUs was approximately $11.3 million, which is expected to be recognized over the next three to five years.

Performance-Based Restricted Stock Units

The following table presents performance-based restricted stock unit activity:

	Shares<br>(in thousands)			Weighted<br>Average<br>Fair Value
Outstanding at December 28, 2021		112		$	45.60
Granted		52		$	32.27
Vested or released		(27	)	$	53.22
Forfeited		(14	)	$	40.06
Outstanding at January 3, 2023		123		$	38.89
Granted		52		$	31.87
Vested or released		(40	)	$	38.90
Forfeited		(7	)	$	35.01
Outstanding at January 2, 2024		128		$	36.24
Granted		79		$	39.09
Vested or released		(65	)	$	46.91
Forfeited		(59	)	$	32.93
Outstanding at December 31, 2024		83		$	32.89

The fair value of performance-based RSUs which include a market-based metric was estimated on the grant date using the Monte Carlo simulation model with the following weighted average assumptions:

	Fiscal Year
	2024			2023	2022
Volatility		49.8	%	n/a	n/a
Risk-free interest rate		3.8	%	n/a	n/a
Expected life (years)	3			n/a	n/a
Expected dividend yield		—	%	n/a	n/a
Fair value of market-based awards granted	$	34.79		n/a	n/a

F-21

As of December 31, 2024, the total unrecognized stock-based compensation expense related to non-vested performance-based RSUs was approximately $0.9 million, which is expected to be recognized over the next three years.

13. Benefit Plans

We maintain a voluntary, contributory 401(k) plan for eligible team members. Team members may elect to contribute up to the IRS maximum for the plan year. Additionally, eligible participants may also elect catch-up contributions as provided for by the IRS. Our executive officers and other highly compensated team members are not eligible to participate in the 401(k) plan. Team member contributions are matched by us at a rate of 33% for the first 6% of deferred earnings. We contributed approximately $0.8 million, $0.8 million and $0.6 million in fiscal 2024, 2023 and 2022, respectively.

We also maintain a non-qualified deferred compensation plan (the “DCP”) for our executive officers and other highly compensated team members, as defined in the DCP, who are otherwise ineligible for participation in our 401(k) plan. The DCP allows participating team members to defer the receipt of a portion of their base compensation and up to 100% of their eligible bonuses. Additionally, the DCP allows for a voluntary company match as determined by our compensation committee. During fiscal 2024, there were no Company contributions made or accrued. We pay for related administrative costs, which were not material during fiscal 2024. Team member deferrals are deposited into a rabbi trust, and the funds are generally invested in individual variable life insurance contracts owned by us that are specifically designed to informally fund savings plans of this nature. Our investment in variable life insurance contracts, reflected in “Other assets, net” on our Consolidated Balance Sheets, was $12.8 million and $10.4 million as of December 31, 2024, and January 2, 2024, respectively. Our obligation to participating team members, included in “Other liabilities” on the accompanying Consolidated Balance Sheets, was $13.2 million and $10.6 million as of December 31, 2024, and January 2, 2024, respectively. All income and expenses related to the rabbi trust are reflected in our Consolidated Statements of Operations.

14. Related Party Transactions

BJ's Act III, LLC

Our consulting agreement for defined services with Act III Management, LLC, an affiliate of BJ’s Act III, LLC, one of our beneficial stockholders, and Act III Holdings, LLC, of which one current member and one former member of the Board of Directors are partners, in the amount of $195,000, expired on December 31, 2022.

On December 30, 2024, the Company agreed to extend Act III's warrant termination date by two years to May 4, 2027, and recorded a related expense of $4.6 million within “Other (expense) income, net” on our Consolidated Statements of Operations. See Note 10 for further information.

Equity Method Investment

During fiscal 2022, we contributed assets valued at $5.0 million to a company, in which our Board member and former Chief Executive Officer has a less than 1% interest. We recorded this non-cash contribution, in exchange for a 20% ownership of the company, as an investment within “Equity method investment” on our Consolidated Balance Sheets, and the related gain within “Loss on disposal and impairment of assets, net” on our Consolidated Statements of Operations. For fiscal 2024, 2023 and 2022, we recorded a net loss related to the investment of $0.5 million, $0.2 million and zero, respectively, within “Other income, net,” and accordingly adjusted the investment carrying amount on our Consolidated Balance Sheets.

15. Segment Information

We currently operate in one operating segment: full-service company-owned restaurants and in one geographic area: the United States of America. We do not have intra-entity sales or transfers. Our revenues are comprised of food and beverage sales from our restaurants, including takeout, delivery and catering sales. Our CODM is our interim chief executive officer, and he assesses performance and decides how to allocate resources based on income (loss) from operations, which is also reported on our Consolidated Statements of Operations. Additionally, the measure of segment assets is reported on our Consolidated Balance Sheets as total assets. Our CODM uses net income to evaluate income generated from our segment assets and decides whether to reinvest profits into other parts of our business.

Reported segment revenue and expenses is presented below (in thousands):

F-22

	Fiscal Year
	2024			2023			2022
Revenues	$	1,357,302		$	1,333,229		$	1,283,926
Less:
Cost of sales		348,835			344,945			347,463
Labor and benefits		486,330			480,867			474,045
Occupancy and operating		326,544			329,630			317,628
Other segment items		108,768			93,036			79,885
Depreciation and amortization		72,745			70,992			70,385
Income (loss) from operations		14,080			13,759			(5,480	)
Reconciliation to net income:
Interest expense, net		5,484			4,915			2,888
Other expense (income), net		331			(1,256	)		(60	)
Income tax benefit		(8,422	)		(9,560	)		(12,384	)
Net income	$	16,687		$	19,660		$	4,076

F-23

EX-10.26

Exhibit 10.26

B.J.'S RESTAURANTS, INC. DEFERRED COMPENSATION PLAN

B.J.'s Restaurants, Inc. (the "Company"), a California corporation, hereby establishes the B.J.'s Restaurants, Inc. Deferred Compensation Plan (the "Plan"). The Plan shall become effective as of April 1, 2009. The Plan is established and is maintained for the benefit of Directors and a select group of management or highly compensated employees of B.J.'s Restaurants, Inc., and its subsidiaries, if any, that sponsor this Plan, in order to provide such individuals with certain deferred compensation benefits. The Plan is an unfunded deferred compensation plan that is intended to qualify for the exemptions provided in sections 201, 301, and 401 of ERISA. Moreover, the Plan is intended to satisfy the requirements of, and shall be implemented and administered in a manner consistent with, section 409A of the Code. The Plan shall be interpreted in a manner that comports with these intentions.

SECTION 1

DEFINITIONS

1.1 Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant, and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA.

1.2 Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.

1.3 Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

1.4 Beneficiary means the natural person or persons, estate or trust entitled to receive the Participant's Account Balance upon the death of the participant as provided in Section 5.

1.5 Board of Directors means the Board of Directors of the Company, as constituted from time to time.

1.6 Business Day means each day on which the New York Stock Exchange is open for business.

1.7 Change in Control means the occurrence of any of the following with respect to either (i) the Employer which then employs the Participant or (ii) the Company: (a) a change in the ownership of the corporation, (b) a change in effective control of the corporation, or (c) a change in the ownership of a substantial portion of the assets of the corporation, as such terms are defined in Treas. Reg. § 409A-3(i)(5).

1.8 Code means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code shall include such section, any valid final or temporary Treasury regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or suspending such section.

1.9 Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.

1.10 Committee means the Executive Compensation Committee of the Board of Directors, as it may be constituted from time to time, or its designees. The members of the Committee are appointed by, and serve at the pleasure of, the Board of Directors.

1.11 Company means B.J. 's Restaurants, Inc.

1.12 Discretionary Employer Contribution means a credit by a Participating Employer to a Participant's Account(s) in accordance with the provisions of Section 4 of the Plan.

1.13 Compensation means with respect to an Eligible Employee: (i) his or her base salary, (ii) his or her Performance-Based Compensation (if any) eligible to be deferred under the Plan, and/or (iii) the types of bonuses other than Performance-Based Compensation that shall be designated as eligible for deferral by the Committee, in its sole and absolute discretion. Compensation means with respect to a Director, the annual cash fees paid to a Director by the Company, including any cash retainer fees and meeting fees as compensation for serving on the Board. A Participant's Compensation shall not include any other type of remuneration.

1.14 Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Section 3 of this Plan, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation, and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to 50% of their base salary and up to 100% of other types of Compensation for a Plan Year. Director Participants may defer up to 100% of Directors' fees described in Section 1.13. A Compensation Deferral Agreement may also specify the investment allocation described in Section 7.4.

1.15 Death Benefit means the benefit payable under the Plan to a Participant's Beneficiary(ies) upon the Participant's death as provided in Section 5 of the Plan.

1.16 Deferral means a credit to a Participant's Account(s) that records that portion of the Participant's Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Section 3 of this Plan. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.

Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining

after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A.

1.17 Director means a member of the Board of Directors of the Company.

1.18 Earnings means an adjustment to the value of an Account in accordance with Section 7.

1.19 Effective Date means April 1, 2009.

1.20 Eligible Employee means, with respect to any Plan Year, an employee of a Participating Employer:

(a) who is a member of a select group of management or highly compensated employees, as determined in the sole discretion of the Committee; and

(b) who is notified by the Committee, in writing, of his or her eligibility to participate in the Plan.

1.21 Employee means a common-law employee of an Employer.

1.22 Employer means, with respect to Employees it employs, the Company and each Affiliate.

1.23 ERISA means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific section of ERISA shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

1.24 Participant means an Eligible Employee or a Director who has become a Participant in the Plan pursuant to Section 2 of the Plan. A Participant's continued participation in the Plan shall be governed by Section 2.2 of the Plan.

1.25 Participating Employer means the Company and each Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its eligible employees.

1.26 Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made.

1.27 Performance-Based Compensation means any incentive bonus or other compensation amount to the extent that it is: (a) variable and contingent on the satisfaction of pre• established organizational or individual performance criteria, (b) not readily ascertainable at the time the deferral election is made, and (c) based on services performed over a period of at least 12 months. For this purpose, performance criteria are "pre-established" if they are established in writing no later than 90 days after the related service period begins.

1.28 Plan. Generally, the term Plan means the "B.J.'s Restaurants, Inc. Deferred Compensation Plan" as documented herein and as may be amended from time to time hereafter.

1.29 Plan Year means the calendar year or, with respect to the 2009 Plan Year, the period starting April 1, 2009 and ending December 31, 2009.

1.30 Separation From Service means the Participant's "separation from service" (within the meaning of Treas. Reg. § l.409A-l(h)) from the Company and all Affiliates for any reason; however, for purposes of this paragraph, the definition of Affiliate shall be modified by substituting 50 percent for 80 percent each place it appears in Code section 1563(a)(l), (2) and (3), for purposes of Code section 414(b), and each place it appears in Treas. Reg. § l.414(c)-2, for purposes of Code section 414(c). A Separation will be deemed to occur if the Company and the Participant reasonably anticipate that the Participant shall perform no further services for the Company (whether as an employee or an independent contractor) or that the level of bona fide services the Participant will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period. A Participant on an authorized, bona fide leave of absence shall experience a Separation on the first day of the seventh (7th) month of such leave, unless the Participant's right to reemployment with an Employer is provided either by statute or contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company or any of its Affiliates. For purposes of the 36-month period described above, (a) a Participant who is on a paid bona fide leave of absence is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid during the leave of absence, and (b) unpaid bona fide leaves of absence are disregarded. Notwithstanding the foregoing, if, in connection with the Company's sale of substantial assets to an unrelated buyer (within the meaning of Treas. Reg. § l.409A-l(h)(4)), a Participant would otherwise experience a Separation, then, in accordance with Treas. Reg. § 1.409A-1 (h)(4), the asset purchase agreement may specify whether or not such Participant has experienced a Separation, provided that all Participants affected by the asset sale are treated consistently under the Plan.

1.31 Separation From Service Account means an Account established to record the amounts payable to a Participant upon Separation From Service. Unless the Participant has established a Specified Date Account, all Deferrals shall be allocated to the Separation From Service Account on behalf of the Participant. All Discretionary Employer Contributions will be allocated to the Separation from Service Account.

1.32 Separation From Service Benefit means the benefit payable to a Participant under the Plan following the Participant's Separation From Service in accordance with Section 5.l(a).

1.33 Specified Date Account means an Account established to record the amounts payable at a future date as specified in the Participant's Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than five Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an "In-Service Account" or such other name as established by the Committee without affecting the meaning thereof.

1.34 Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 5.l(b).

1.35 Unforeseeable Emergency means the occurrence of (a) a severe financial hardship to the participant resulting from an illness or accident of the Participant, or his or her spouse or

dependent (as defined in section 152(a) of the Code), (b) the loss of the Participant's property due to casualty, and/or ( c) other similar extraordinary unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee shall have the sole discretion to determine whether an Unforeseeable Emergency exists.

SECTION 2

PARTICIPATION

2.1 Participation. An Eligible Employee or Director shall become a Participant upon the earlier to occur of (i) a credit of Discretionary Employer Contributions to his or her Separation from Service Account, or (ii) the date a Compensation Deferral Agreement submitted to the Committee becomes irrevocable as provided in Section 3 .2.

2.2 Duration. A Participant shall be eligible to defer Compensation and receive allocations of Discretionary Employer Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee or a Director. A Participant who is no longer an Eligible Employee or a Director but has not Separated From Service may not defer Compensation under the Plan beyond the Plan Year in which he or she became ineligible, but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her Account(s). On and after a Separation From Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero (0), and during such time may continue to make allocation elections as provided in Section 7. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid.

SECTION 3

COMPENSATION DEFERRAL ELECTIONS

3.1 Deferral Elections. Generally.

(a) A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified by the Committee, but in any event, in accordance with Section 3.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 3.2.

(b) The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Separation From Service Account or to a Specified Date Account. If no designation is made, Deferrals shall be allocated to the Separation From Service Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule shall be in a single lump sum at Separation From Service.

3.2 Timing Requirements for Compensation Deferral Agreements.

(a) Elections by Newly Eligible Employees.

(i) Provided that an Eligible Employee is not otherwise eligible to participate in the Plan or any other plan, program or arrangement that would be required to be aggregated with the Plan under Section 409A (taking into account the eligibility rules set forth in Treas. Reg. Section l.409A-2(a)(7)), such Eligible Employee may elect to become a Participant by electing, within thirty (30) calendar days of the date he or she initially became eligible to participate in the Plan, to make Compensation Deferrals for the Plan Year in which he or she first became an Eligible Employee, but only with respect to Compensation that is attributable to services performed after the date of the election. An election will be deemed to apply to compensation paid for services performed after the election if the election applies to no more than an amount equal to the total amount of the compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

(ii) A former Eligible Employee who, for the preceding 24-month period was not eligible to make deferrals pursuant to Section 3.2(a)(i) above of the Plan (regardless of whether such Eligible Employee actually deferred compensation pursuant to the Plan), or otherwise accrue benefits under the Plan, shall be treated as a newly Eligible Employee for purposes of Section 3.2(a)(i) on the first date following such 24-month period that the former Eligible Employee again becomes an Eligible Employee.

(iii) A former Participant who has received all of his or her Compensation Deferrals pursuant to Section 5 of the Plan and who was no longer an Eligible Employee on the date of the last installment payment of such Compensation Deferrals shall be treated as a newly Eligible Employee for purposes of Section 3.2(a)(i) on the first date following such payment that the former Participant again becomes an Eligible Employee.

(iv) An election under Section 3.2(a)(i) to make Compensation Deferrals shall be effective only for the remainder of the Plan Year with respect to which the election is made.

(b) Prior Year Election. Except as otherwise provided in this Section 3.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the calendar year prior to the calendar year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation on December 31st of such year.

(c) Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six months before the end of the performance period, provided that:

• the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation Deferral Agreement is submitted; and
• the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed.

A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant's death or disability (as defined in Treas. Reg. Section l.409A-l(e)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will be void.

3.3 Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the Separation From Service Account. The Committee may, in its discretion, establish a minimum deferral period for the establishment of a Specified Date Account (for example, the third Plan Year following the year Compensation is allocated to such accounts.).

3.4 Vesting. Participants' Deferrals shall be 100% vested at all times.

3.5 Cancellation of Deferrals. The Committee may cancel a Participant's Deferrals: (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Employer's qualified 401(k) plan, through the end of the Plan Year in which the six month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by the later of the end of the taxable year of the Participant or the 15th day of the third month following the date the Participant incurs the disability (as defined in this paragraph).

SECTION 4

DISCRETIONARY EMPLOYER CONTRIBUTIONS

4.1 Discretionary Employer Contributions. A Participating Employer, it its sole discretion may, but is not required to, credit any amount it desires to any Participant's Separation From Service Account. Such amounts are credited at the sole discretion of the Participating Employer, and the fact that a Discretionary Employer Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Discretionary Employer Contributions in subsequent years. An Employer shall have no obligation to make any such contributions or to make them on a consistent basis among similarly situated Eligible Employees. Any Discretionary Employer Contributions credited to a Participant's Account pursuant to this Section 4.1 shall be credited on a date or dates to be determined by the Employer in its sole and absolute discretion, and the crediting date or dates may be different for different Participants. Unless the context clearly indicates otherwise, a reference to Discretionary Employer Contributions shall include Earnings attributable to such contributions. A Participant shall be vested in his or her Discretionary Employer Contributions in accordance with the vesting schedules established by his or her Employer in its sole and absolute discretion at the time such amount is first credited to the Participant's Account under this Plan. The Employer, in its sole and absolute discretion, will determine over what period of time and in what percentage increments a Participant shall vest in his or her Discretionary Employer Contribution Account. Subject to Section 6, unless the Company determines otherwise in writing prior to the date it makes a Discretionary Employer Contribution, each such Discretionary Employer Contribution (and any earnings thereon) shall be payable in a single lump sum.

4.2 Immediate Vesting Events. Notwithstanding Section 4.1, a Participant shall become 100% vested in the Discretionary Employer Contributions credited to his or her Account if the Participant dies while still employed. A Participant shall also become 100% vested in the Discretionary Employer Contributions credited to his or her Account if there is a Change in Control, unless the Committee determines otherwise prior to the Change in Control.

SECTION 5

DISTRIBUTIONS

5.1 Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan:

(a) Separation From Service Benefit. Upon the Participant's Separation from Service for reasons other than death, he or she shall be entitled to a Separation From Service Benefit, which will be paid in the form prescribed in Section 5.2(a). The Separation From Service Benefit shall be equal to the vested portion of the Separation From Service Account. The Separation From Service Benefit shall be based on the value of that Account(s) as of the end of the sixth month following the month in which Separation from Service occurs, or such other date as the Committee, in its sole discretion, shall determine in a manner consistent with Code Section 409A. Payment of the Separation From Service Benefit will be made (or begin in the case of installments) on the first day of the seventh month following the month in which such Separation from Service occurs. If the Separation From Service Benefit is to be paid in the form of installments, any subsequent installment payments will be paid on the anniversary of the date identified in the immediately preceding sentence.

(b) Specified Date Benefit. If the Participant has established one or more Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with respect to each such Specified Date Account. The Specified Date Benefit shall be equal to the vested portion of the Specified Date Account, based on the value of that Account as of the end of the month for which the distribution is scheduled to occur or such other date as the Committee, in its sole discretion, shall determine in a manner consistent with Code Section 409A. Payment of the Specified Date Benefit will be made (or begin in the case of installments) the first day of the month following the month designated by the Participant.

(c) Death Benefit. In the event of the Participant's death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal to the vested portion of all of the Participant's Accounts. The Death Benefit will be based on the value of the Participant's vested Accounts, determined as of the last day of the month in which the Participant's death occurred or such other date as the Committee, in its sole discretion, shall determine in a manner consistent with Code Section 409A. Payment of the Death Benefit will be made on the first day of the first month following the month in which the Participant's death occurred.

Each Participant may, pursuant to such procedures as the Committee may specify, designate one or more Beneficiaries in connection with the Plan. If a Participant names someone other than his or her spouse as a primary Beneficiary with respect to any portion of his or her Accounts, the Committee may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant's spouse and returned to the Committee. A Participant may change or

revoke a Beneficiary designation by delivering to the Committee a new designation (or revocation). Any designation or revocation shall be effective only if it is received and accepted by the Company. However, when so received, the designation or revocation shall be effective as of the date the notice is executed (whether or not the Participant still is living), but without prejudice to any Employer on account of any payment made before the change is recorded. The last effective designation received and accepted by the Company shall supersede all prior designations. If a Participant dies without having effectively designated a Beneficiary, or if no Beneficiary survives the Participant, the Participant's Account shall be payable: (a) to his or her surviving spouse, or (b) if the Participant is not survived by his or her spouse, to his or her estate. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in good faith, to cause the Participant's Employer to withhold such payments until the matter is resolved to the Committee's reasonable satisfaction.

(d) Unforeseeable Emergency Distributions. Notwithstanding any other provision regarding distributions, the Committee may distribute all or a portion of the Participant's Account in a lump sum in the event of an Unforeseeable Emergency.

The amount of any Unforeseeable Emergency distribution shall not exceed the amount necessary to satisfy such Unforeseeable Emergency (plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution) after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance ( or otherwise) or by liquidation of the Participant's assets (to the extent such liquidation of assets would not itself cause a severe financial hardship) or by cessation of deferrals under the Plan. A Participant who desires an Unforeseeable Emergency distribution must submit a request to the Committee on such form and in such manner as the Committee prescribes and must certify as to the existence of the Unforeseeable Emergency. The Committee shall have sole discretion to determine whether an Unforeseeable Emergency exists and whether to approve the request for a distribution. In the event of an Unforeseeable Emergency, a Participant may submit a request to the Committee to cancel Compensation Deferrals. The Committee shall have sole discretion to determine whether an Unforeseeable Emergency exists and whether to approve the request to cancel the Compensation Deferrals.

The amount of the emergency payment shall be subtracted first from the vested portion of the Participant's Separation From Service Account until depleted and then from the vested Specified Date Accounts, beginning with the Specified Date Account with the latest payment commencement date. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee.

(e) Section 409A. Notwithstanding anything to the contrary contained in this Plan, a Participant shall have no legally-enforceable right to, and the Company shall have no obligation to make, any payment to a Participant if having such a right or obligation would result in the imposition of additional taxes under Section 409A, and (ii) any provision that would cause the Plan to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). If any payment is not made under the terms of this subsection (e), it is the Company's present intention to make a similar payment to the

5.2 Form of Payment.

(a) Separation From Service Benefit. A Participant who is entitled to receive a Separation From Service Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on his or her Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment: (i) substantially equal annual installments over a period of two to ten years, as elected by the Participant, or (ii) a lump sum payment of a percentage of the balance in the Separation From Service Account, with the balance paid in substantially equal annual installments over a period of two to ten years, as elected by the Participant.

(b) Specified Date Benefit. The Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two to five years, as elected by the Participant. However, if the Participant dies or Separates from Service before distributions with respect to a Specified Date Account have commenced, such amounts shall be paid in accordance with the form and time of payment applicable to the Participant's Separation from Service Benefit or Death Benefit (as applicable)..

(c) Death Benefit. In the event of the Participant's death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal to the vested portion of all of the Participant's Accounts and shall be payable in a single lump sum. Payment of the Death Benefit shall extinguish all of the Participant's Accounts.

(d) Small Balance Cashouts. A Participant will receive an immediate lump sum payment of his or her Account balance if the balance is less than the amount set forth in section 402(g)(l )(B) of the Code (which is $15,500 in 2008) at any time, provided that: (1) any such distribution shall terminate the Participant's entire interest under the Plan; and (2) the Participant is provided no election with respect to receipt of the lump sum payment.

(f) Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for such installments, and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance as of the relevant Valuation Date and (b) equals the remaining number of installment payments. For the purposes of this subsection (e), the term "Valuation Date" means a date that is on or around the payment commencement date and each subsequent anniversary thereof, as applicable, or such other date as the Committee, in its sole discretion, shall determine in a manner consistent with Code Section 409A.

To the extent that doing so would not violate Section 409A, all installment payments shall be treated as a single payment for purposes of the subsequent election rules set forth in Section 6. If a lump sum equal to less than 100% of the Separation From Service

Account is paid, the payment commencement date for the installment form of payment will be the anniversary of the payment of the lump sum.

5.3 Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3G)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under

Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(l)(B)) directing that all or a portion of a Participant's Accounts be paid to an "alternate payee," any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum.

SECTION 6

MODIFICATIONS TO PAYMENT SCHEDULES

6.1 Participant's Right to Modify. A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible Payment Schedules available under the Plan, provided such modification complies with the requirements of this Section 6.

6.2 Time of Election. The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.

6.3 Date of Payment under Modified Payment Schedule. Except with respect to modifications that relate to the payment of a Death Benefit or a Disability Benefit, the date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A.

6.4 Effective Date. A modification election submitted in accordance with this Section 6 is irrevocable upon receipt by the Committee and becomes effective 12 months after such date.

6.5 Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts.

SECTION 7

VALUATION OF ACCOUNT BALANCES; NOTIONAL INVESTMENT OPTIONS

7.1 Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Discretionary Employer Contributions shall be credited to the Separation From Service Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee.

7.2 Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant's investment allocation among a menu of investment options selected in advance by the Committee, in accordance with the provisions of this Section 7 ("investment allocation").

7.3 Investment Options. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.

7.4 Investment Allocations. Notwithstanding anything else in this Plan to the contrary, a Participant's investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant's investment allocation. A Participant's investment allocation shall be used solely for purposes of adjusting the value of a Participant's Account Balances.

A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee. Allocation among the investment options must be designated in increments of 1 %. The Participant's investment allocation will become effective on the same Business Day it is properly submitted, or, in the case of investment allocations received after a time specified by the Committee, the next Business Day.

A Participant may change an investment allocation on any Business Day, both with respect to future credits to the Plan and with respect to existing Account Balances, in accordance with procedures adopted by the Committee. Changes shall become effective on the same Business Day they are properly submitted or, in the case of investment allocations received after a time specified by the Committee, the next Business Day, and shall be applied prospectively.

7.5 Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the Committee in its reasonable discretion.

SECTION 8

ADMINISTRATION

8.1 Plan Administrator. The Company is hereby designated as the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA).

8.2 Committee. The Plan shall be administered by the Committee. The Committee shall have the authority to control and manage the operation and administration of the Plan, including the authority and ability to delegate administrative functions to a third party.

8.3 Actions by Committee. Each decision of a majority of the members of the Committee then in office shall constitute the final and binding act of the Committee. The Committee may act with or without a meeting being called or held and shall keep minutes of all meetings held and a record of all actions taken by written consent.

8.4 Powers of Committee. The Committee shall have all powers and discretion necessary or appropriate to supervise the administration of the Plan and to control its operation in accordance with its terms, including, but not by way of limitation, the following powers:

(a) To interpret and determine the meaning and validity of the provisions of the Plan and to determine any question arising under, or in connection with, the administration, operation or validity of the Plan or any amendment thereto;

(b) To determine any and all considerations affecting the eligibility of any employee to become a Participant or remain a Participant in the Plan;

(c) To cause one or more separate Accounts to be maintained for each Participant;

(d) To cause Compensation Deferrals and deemed interest to be credited to Participants' Accounts;

(e) To establish and revise an accounting method or formula for the Plan;

(f) To determine the status and rights of Participants and their spouses, Beneficiaries or estates;

(g) To employ such counsel, agents, and advisers, and to obtain such legal, clerical and other services, as it may deem necessary or appropriate in carrying out the provisions of the Plan;

(h) To establish, from time to time, rules for the performance of its powers and duties and for the administration of the Plan;

(i) To arrange for annual distribution to each Participant of a statement of benefits accrued under the Plan;

(j) To publish a claims and appeal procedure satisfying the minimum standards of section 503 of ERISA pursuant to which individuals or estates may claim Plan benefits and appeal denials of such claims;

(k) To delegate to any one or more of its members or to any other person, severally or jointly, the authority to perform for and on behalf of the Committee one or more of the functions of the Committee under the Plan; and

(l) To decide all issues and questions regarding Account balances, and the time, form, manner, and amount of distributions to Participants.

SECTION 9

MODIFICATION OR TERMINATION OF THE PLAN

9.1 Employers' Obligations Are Limited. The Employers intend to continue the Plan indefinitely, and to maintain each Participant's Account until it is scheduled to be paid to him or her in accordance with the provisions of the Plan. However, the Plan is voluntary on the part of the Employers, and the Employers do not guarantee to continue the Plan. Accordingly, as provided in Sections 9.2 and 9.3, the Committee at any time may amend or terminate the Plan, with or without cause.

9.2 Right to Amend or Terminate. The Committee reserves the right to amend or terminate the Plan, or any part thereof, at any time and for any reason, subject to the termination requirements in Section 9.3, provided that no amendment or termination of the Plan shall, without the consent of the Participant, (a) reduce the balance then credited to the Participant's Account, or (b) reduce the formulae for crediting deemed interest on Compensation Deferrals that already have been made by the Participant, or (c) otherwise materially and adversely affecting the Participant's rights under the Plan (other than as the result of the exercise of Section 9 .3 authority). Exercise of the Committee's authority to terminate the Plan shall not be deemed to be a violation of the provisos in the preceding sentence or of any other provision of the Plan.

9.3 Plan Termination Requirements. The Committee may terminate the Plan at any time in accordance with the following requirements:

(a) General.

(i) The Plan and all other similar plans maintained by the Company and its Affiliates are irrevocably terminated;

(ii) No payments other than payments that would otherwise be payable under the terms of the Plan and any other similar plan may be made within twelve (12) months following the termination of such arrangements;

(iii) Except with respect to Participants who became entitled to benefits under the terms of the Plan and any other similar plan prior to the first day of the thirteenth (13th) month following the date such arrangements are irrevocably terminated, all payments to Participants due under the terms of the Plan and any other similar plan must be made between the first day of the thirteenth (13th) month and the last day of the twenty-fourth (24th) month following the date such arrangements are irrevocably terminated; and

(iv) None of the Company nor any Affiliate may adopt a similar plan within three (3) years following the date such arrangements are irrevocably terminated.

(b) Change in Control.

(i) The Committee may irrevocably terminate the Plan within thirty (30) days preceding or twelve (12) months following a Change in Control, provided

that all similar plans are terminated on the same date and all Participants receive all benefits payable under the Plan and all similar plans within twelve (12) months following the termination date.

(ii) When a Change in Control occurs that involves the sale of the stock of one of the Company's subsidiaries that is an Employer such that the subsidiary is no longer an Affiliate following the consummation of such stock sale, the Plan may be partially terminated in accordance with Section 9.3(b)(i) with respect to only those Participants employed by such former subsidiary.

(c) Corporate Dissolution. The Company may terminate the Plan within twelve (12) months following a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(l)(A), provided that all benefits payable under the Plan are distributed to Participants during the latest of the calendar year in which (a) the Plan is terminated; (b) the benefits are no longer subject to a substantial risk of forfeiture; or c) the payment first becomes administratively practicable.

SECTION 10

INFORMAL FUNDING

10.1 General Assets. All amounts credited to a Participant's Account under the Plan shall continue for all purposes to be part of the general assets of the Participating Employer. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employers, or a trust described in this Section 10.2. The interest of the Participants in his or her Account, including his or her right to distribution thereof, shall be an unsecured claim against the general assets of his or her employer. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Participating Employer.

10.2 Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan.

SECTION 11

CLAIMS

11.1 Claim Procedure. A Participant or a beneficiary (Claimant) must file with the Committee a written claim for benefits if the Claimant believes he has not received the benefits he is entitled to receive. Any such claim must be filed within 90 days after the first date the Claimant knew or should have known of such a failure. Any claim filed after such time will be untimely.

(a) Initial Decision. The Committee must render a decision on the claim within ninety (90) days of the Claimant's written claim for benefits, provided that the Committee may determine that an additional 90-day extension is necessary due to circumstances beyond its control, in which event the Committee shall notify the Claimant prior to the end of the initial period that an extension is needed, the reason therefor and the date by which the Committee expects to render a decision. If a Claimant's request for benefits is denied, the notice of denial shall contain the following information:

The specific reason or reasons for the denial;

(ii) A specific reference to the pertinent Plan provisions on which the denial is based;

(iii) A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary;

(iv) An explanation that a full and fair review by the Committee of the decision denying the claim may be requested by the Claimant or his authorized representative by filing with the Committee, within 60 days after such notice has been received, a written request for such review; and

(v) A statement of the Claimant's right to bring a civil action under section 502(a) of ERISA following an adverse determination upon review.

(b) Appeal. A Claimant dissatisfied with the Committee's decision must file a written appeal to the Committee within 60 days after Claimant's receipt of the decision or deemed denial. Any claim filed more than 60 days after Claimant's receipt of the decision will be untimely. The Claimant will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the Claimant's appeal. The Claimant may submit written comments, documents, records and other information relating to his claim with the appeal. The Committee will review all comments, documents, records and other information submitted by the Claimant relating to the claim, regardless of whether such information was submitted or considered in the initial claim determination. The Committee shall make a determination on the appeal within 60 days after receiving the Claimant's written appeal, provided that the Committee may determine that an additional 60-day extension is necessary due to circumstances beyond the Plan Administrator's control, in which event the Committee shall notify the Claimant prior to the end of the initial period that an extension is needed, the reason therefor and the date by which the Plan Administrator expects to render a decision. If the Claimant's appeal is denied in whole or part, the Plan Administrator shall provide written notice to the Claimant of such denial. The written notice shall include the following information:

(i) The specific reason or reasons for the denial;

(ii) A specific reference to the pertinent Plan provisions on which the denial is based;

(iii) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant's claim; and

(iv) A statement of the Claimant's right to bring a civil action under section 502(a) of ERISA.

(c) Constructive Denial. If the Claimant does not receive a written decision within the time period(s) described above, the claim shall be deemed denied on the last day of such period(s).

(d) Six Month Deadline for Filing Suit. A claimant dissatisfied with the Committee's decision upon review must file any lawsuit challenging that decision no later than six months after the Committee mails the notice of denial or a Constructive Denial occurs. Any suit brought more than six months after the denial or Constructive Denial shall be deemed untimely. In ruling on any such suit, the Court shall uphold the Committee's determinations unless they constitute an abuse of discretion or fraud.

(e) Exhaustion Required. No Claimant may institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Plan until he first has exhausted the procedures set forth in this Section 7.5.

11.2 Decisions of Committee. All actions, interpretations, and decisions of the Committee shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

11.3 Administrative Expenses. All expenses incurred in the administration of the Plan by the Committee, or otherwise, including legal fees and expenses, shall be paid and borne by the Employers.

11.4 Eligibility to Participate. No member of the Committee who also is an Eligible Employee shall be excluded from participating in the Plan, but as a member of the Committee, he or she shall not be entitled to act or pass upon any matters pertaining specifically to his or her own Account.

11.5 Indemnification. Each of the Employers shall, and hereby does, indemnify and hold harmless the members of the Committee, from and against any and all losses, claims, damages or liabilities (including attorneys' fees and amounts paid, with the approval of the Board of Directors, in settlement of any claim) arising out of or resulting from the implementation of a duty, act or decision with respect to the Plan, so long as such duty, act or decision does not involve gross negligence or willful misconduct on the part of any such individual.

SECTION 12

GENERAL PROVISIONS

12.1 Inalienability. In no event may either a Participant, a former Participant or his or her Beneficiary, spouse or estate sell, transfer, anticipate, assign, hypothecate, or otherwise dispose of any right or interest under the Plan, and such rights and interests shall not at any time be subject to the claims of creditors nor be liable to attachment, execution, or other legal process. Accordingly, for example, a Participant's interest in the Plan is not transferable pursuant to a domestic relations order unless it is determined by the Committee to be a qualified domestic relations order under section 206(d)(3)(B)(i) of ERIS A.

The Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization, sale of assets or other similar transactions affecting a Participating Employer without the consent of the Participant.

12.2 No Guarantee of Tax Consequences. While the Plan is intended to provide tax deferral for Participants, the Plan is not a guarantee that the intended tax deferral will be achieved. Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with this Plan (including any taxes arising under Section 409A of the Code). Neither the Company nor its Affiliates nor any of their directors, officers or employees shall have any obligation to indemnify or otherwise hold any Participant harmless from any such taxes.

12.3 Rights and Duties. Neither the Employers nor the Committee shall be subject to any liability or duty under the Plan except as expressly provided in the Plan, or for any action taken, omitted or suffered in good faith.

12.4 Notice. Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Committee. Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to:

B.J.'S RESTAURANTS, INC.

ATTN: CHIEF HUMAN RESOURCES OFFICER

7755 CENTER A VENUE, SUITE 300

HUNTINGTON BEACH, CA 92647

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of the Participant.

12.5 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

12.6 Apportionment of Costs and Duties. All acts required of the Employers under the Plan may be performed by the Company for itself and its subsidiaries, and the costs of the Plan may be equitably apportioned by the Committee among the Company and the other Employers.

12.7 No Effect on Service. Neither the establishment or maintenance of the Plan, the making of any Compensation Deferrals nor any action of any Employer or the Committee, shall be held or construed to confer upon any individual (a) any right to be continued as an employee or (b) upon dismissal, any right or interest in any specific assets of the Employers other than as provided in the Plan. Each Employer expressly reserves the right to discharge any employee at any time, with or without cause.

12.8 Compensation Deferrals Not Counted Under Other Employee Benefit Plans. Compensation Deferrals under the Plan will not be considered for purposes of contributions or benefits under

other retirement plans sponsored by the Employers but will be counted in determining eligibility under pay-related plans such as Company-provided life insurance.

12.9 Payments to Incompetent Persons. If any individual to whom a benefit is payable under the Plan is a minor or legally incompetent, the Committee shall determine whether payment shall be made directly to the individual, any person acting as his or her custodian or legal guardian under the California Uniform Transfers to Minors Act, his or her legal representative or a near relative, or directly for his or her support, maintenance or education.

12.10 Undistributable Accounts. Each Participant (and in the event of the Participant's death, his or her Beneficiary) shall keep the Committee advised of his or her current address. If the Committee is unable to locate the Participant or Beneficiary to whom a Participant's Account is payable under this Section 5, the Participant's Account shall continue to be credited with Earnings pursuant to Section 7. Accounts that, in accordance with the preceding sentence, have been undistributable for a period of thirty-five (35) months shall be forfeited as of the end of the 35th month. If a Participant whose Account was forfeited under this section (or his or her Beneficiary) files a claim for distribution of the Account after the date that it was forfeited, and if the Committee determines that such claim is valid, then the forfeited balance shall be paid in the form the Participant previously elected.

12.11 Applicable Law. Subject to ERISA and the Code, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California without regard to its conflicts of laws principles.

12.12 Venue. Any suit brought seeking to recover benefits under this Plan shall be filed in the United States District Court for the Central District of California.

12.13 Attorney's Fees. In the event of any breach of this Agreement that results in litigation between the Parties, the prevailing Party shall be entitled to its reasonable attorney's fees, expert witness fees and costs of suit. The prevailing Party shall be determined by the court, based upon an assessment of which Party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Party's major arguments or positions on major disputed issues in the court's decision.

12.14 Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and in lieu of each provision which is held invalid or unenforceable, there shall be added as part of the Plan a provision that shall be as similar in terms to such invalid or unenforceable provision as may be possible and be valid, legal and enforceable.

12.15 Captions. The captions contained in the Plan are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan nor in any way shall affect the construction of any provision of the Plan.

12.16 Payment in Cash or Its Equivalent. All payments from the Plan shall be made in cash or its equivalent.

In Witness Whereof, B.J.'s Restaurants, Inc. by action of an officer duly authorized by the Committee to do so, has executed the Plan on _________ , 2009.

B.J.’S RESTAURANTS, INC.

By:

Title:

Date:

EX-19.1

Exhibit 19.1

BJ’s Restaurants, Inc. Securities Trading by Company Personnel

(as amended as of June 15, 2023)

The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in BJ’s Restaurants, Inc.’s (“BJRI” or “the Company”) securities, is prohibited by the federal securities laws. Insider trading violations are pursued vigorously by the SEC and the U.S. Attorneys and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

The Company’s Board of Directors has adopted this Policy both to satisfy the Company’s obligation to prevent insider trading and to help Company personnel avoid the severe consequences associated with violations of the insider trading laws. The Policy Statement also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company (not just so-called insiders). We have all worked hard over the years to establish a reputation for integrity and ethical conduct, and we cannot afford to have that reputation damaged.

Consequences of an Insider Trading Violation

The consequences of an insider trading violation can be serious:

Traders and Tippers. Individuals who trade on inside information (or tip inside information to others) are subject to, among other things, the following penalties:

• A civil penalty of up to $1,000,000 or, if greater, up to three times the profit gained or loss avoided;
• A criminal fine of up to $5,000,000 (no matter how small the profit); and
• A jail term of up to twenty years.

In addition, violators can be barred from serving as officers and directors of public companies. In addition, convicted insider traders and the companies and persons with whom they are affiliated suffer enormous and irreparable damage to their personal and business reputation.

A team member who tips information to a person who then trades is subject to the same penalties as the tippee, even if the team member did not trade and did not profit from the tippee’s trading.

Controlling Persons. The Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, are subject to the following penalties:

• A civil penalty of up to $1,000,000 or, if greater, three times the profit gained or loss avoided as a result of the violation; and
• A criminal penalty of up to $25,000,000 (for entities only)

Separate penalties could be imposed on each “controlling person” who failed to take appropriate steps to prevent a violation. If you are a director or a corporate officer, you could be found to be a “controlling person.”

A company or other “controlling person” may also be subject to private lawsuits by contemporaneous traders for damages suffered as a result of illegal inside trading or tipping by persons under the company’s control.

Company Imposed Sanctions. A director, officer or team member who violates the Company’s insider trading policy will be subject to sanctions imposed by the Company, which may include dismissal for cause. A violation of the Company’s policy is not necessarily the same as a violation of law. The Company reserves the right to determine, in its own discretion and on the basis of the information available to it, whether its policy has been violated. The Company may determine that specific conduct violates its policy whether or not the conduct also violates the law. It is not necessary for the Company to await the filing or conclusion of a civil or criminal action against the alleged violator before taking disciplinary action.

The Company’s Policy.

General. It is the policy of the Company that a director, officer or other team member of the Company who is aware of material nonpublic information relating to the Company may not, directly or through family members or other persons or entities:

• Buy or sell securities, including options, of the Company (other than pursuant to a trading plan that complies with this policy and with SEC Rule 10b5-1) or engage in any other action to take personal advantage of that information; or
• pass that information on to others outside the Company, including family and friends, even if the director, officer or team member does not derive any personal benefit from doing so.

In addition, it is the policy of the Company that no director, officer or other team member of the Company who, in the course of service to the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.

It does not matter if there is an independent, justifiable reason for a purchase or sale (such as the need to raise money for emergency expenditures) -- if the team member, officer or director has material, nonpublic information, the prohibition still applies. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

The policy also applies to transactions by each team member’s, officer’s or director’s family members and other persons living in the team member’s, officer’s or director’s household. Team members, officers and directors are responsible for ensuring compliance by their family and personal household. Additionally, the Company’s policy is that directors, officers and designated team members adhere to appropriate trading periods as defined later in this document.

Disclosure of Information to Others. Directors, officers and team members must not pass on to others inside information about the Company or recommend the purchase or sale of the Company’s securities while in the possession of material nonpublic information (even if that information itself is not disclosed). This policy applies whether or not the director, officer or team member who gives the tip derives any personal benefit from doing so.

The Company is required under Regulation FD of the federal securities laws to avoid the selective disclosure of material nonpublic information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose material nonpublic information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. You also may not discuss, post or otherwise disclose the Company’s or its business material nonpublic information in an internet “chat room” or similar internet-based forum (such as Twitter, Snapchat, Instagram or Facebook). Please consult with the Company’s Disclosure Policy for a more detailed description of the Company’s policies in this regard.

What Constitutes “Material Information.” Material information is any information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material. Some examples of information that ordinarily would be regarded as material are:

• Projections of future revenues, earnings or losses, or other financial guidance;

• Historical financial information that has not been publicly disclosed, including (but not limited to) restaurant sales and operating profit trends;

• Information regarding mergers, acquisitions, tender offers, strategic investments, joint ventures, agreements with current or prospective suppliers or divestitures of assets;

• A pending or proposed acquisition or disposition of a significant asset;

• A change in dividend policy, the declaration of a stock split, or an offering of additional securities;

• Material changes in actual or expected trading under any Company share repurchase plan;

• Information regarding changes in management or a change in control;

• Development plans or projections, including prospective new restaurant locations and opening dates;

• Impending bankruptcy or the existence of severe liquidity problems;

• Information regarding restaurant performance, the gain or loss of customers or suppliers, or other developments regarding the Company’s customers or suppliers;

• Information regarding major threatened or actual litigation.

Financial information, such as the results of the Company’s operations for even a portion of a current fiscal quarter, is particularly sensitive since it might be material in helping others predict the Company’s results of operations for the quarter.

Twenty-Twenty Hindsight. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.

When Information is “Public.” If you are aware of material nonpublic information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release or an SEC filing) and the investing public has had time to absorb and evaluate the information fully. To avoid the appearance of impropriety, you should refrain from trading until:

• One full business day has elapsed since a formal press release containing such information has been distributed and carried on a financial wire service, or published in one or more major metropolitan newspapers of general circulation;
• One business day has elapsed since a public filing has been made containing such information with the Securities Exchange Commission or the Nasdaq Stock Market or any other national exchange on which the Company’s stock is listed.

If, for example, the Company were to make an announcement that is distributed and carried on a national business wire on a Monday, you should not trade in the Company’s securities until Wednesday. If an announcement were made on a Friday, the following Tuesday generally would be the first eligible trading day.

Transactions by Family Members. The insider trading policy also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in company securities). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in the Company’s securities.

Pre-Clearance Procedures

Generally. To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on inside information, directors and officers of the Company and any other persons designated by the Chief Executive Officer, President or Chief Financial Officer as being subject to the Company’s pre-clearance procedures, together with their family members, may not engage in any transaction in the Company’s securities (including a gift, contribution to a trust, or similar transfer) without first notifying and obtaining pre-clearance of the transaction from the Company’s Chief Executive Officer, President or Chief Financial Officer as set forth in the Insider Trading Matrix included herewith. A request for pre-clearance should be submitted to the Chief Financial Officer, President or Chief Executive Officer at least three days in advance of the proposed transaction. The Company is under no obligation to approve a trade submitted for pre-clearance and may determine not to permit the trade.

Pre-Arranged Trading Plans. Any person subject to the pre-clearance requirements who wishes to implement a trading plan under SEC Rule 10b5-1 must first pre-clear the plan with the Company’s President or Chief Financial Officer. As required by Rule 10b5-1, you may enter into a trading plan only when you are not in possession of material nonpublic information, and trading under any such plan may not begin until the later of (i) 90 days after adoption or modification of the plan, or (ii) two business days following the filing of the Company’s 10-Q (or 10-K) for the period during which the plan was adopted or modified. In addition, it is the Company’s policy that you may

not enter into a trading plan during a blackout period. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula for determining the dates, prices and amounts. The Company may, in its discretion, impose additional restrictions on such trading plans to the extent it deems necessary to protect against possible violations of applicable securities laws or to avoid the appearance of any impropriety or improper trading by persons.

Blackout Periods

Quarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Therefore, in order to avoid even the appearance of trading while aware of material nonpublic information, persons who are or may be expected to be aware of the Company’s quarterly financial results may not trade in the Company’s securities during the following periods:

• Three weeks prior to the last day of the Company's first fiscal quarter through the end of the first business day following the Company’s public announcement of its financial results for the first fiscal quarter;
• Three weeks prior to the last day of the Company's second fiscal quarter through the end of the first business day following the Company’s public announcement of its financial results for the second fiscal quarter;
• Three weeks prior to the last day of the Company's third fiscal quarter through the end of the first business day following the Company’s announcement of its financial results for the third fiscal quarter; and
• Three weeks prior to the last day of the Company's fourth fiscal quarter through the end of the first business day following the Company’s announcement of its financial results for the fourth fiscal quarter.

In addition to these “blackout periods” the Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market.

Event-Specific Blackout Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors or executives. So long as the event remains material and nonpublic, directors, executive officers, and such other persons as are designated by the Chief Executive Officer, President or Chief Financial Officer may not trade in the Company’s securities. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in the Company’s securities during an event-specific blackout, the Chief Financial Officer, President or Chief Executive Officer will inform the requester of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the Company to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information.

Hardship Exceptions. A person who is subject to a quarterly earnings blackout period and who has an unexpected and urgent need to sell Company stock in order to generate cash may, in appropriate circumstances, be permitted to sell Company stock even during the blackout period. Such circumstances will be very rare and infrequent. Hardship exceptions may be granted only by the Chief Executive Officer, President or Chief Financial Officer and must be requested at least three days in advance of the proposed trade. A hardship exception may be granted only if the Chief Executive Officer, President or Chief Financial Officer or, with respect to executive officers or directors, the Board of Directors or the Audit Committee or other committee designated by the Board of Directors, concludes that the Company’s earnings information for the applicable quarter does not constitute material nonpublic information. Under no circumstance will a hardship exception be granted during an event-specific blackout period.

Gifts During Blackout Periods. Bona fide gifts and charitable contributions are not transactions subject to this policy or the related blackout periods so long as such gifts or contributions are pre-cleared in accordance with the procedures described above.

Post-Termination Transactions

If you are aware of material nonpublic information when you terminate service as a director, officer or other team member of the Company, you may not trade in the Company securities until that information has become public or is no longer material. In all other respects, the procedures set forth in this memorandum will cease to apply to your transactions in Company securities upon the expiration of any “blackout period” that is applicable to your transactions at the time of your termination of service.

Other Prohibited Transactions

The Company considers it improper and inappropriate for any director, officer or other team member of the Company to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that directors, officers and other team members may not engage in any of the following transactions:

Short Sales. Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this Policy. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities, directors, officers and other team members are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge Company securities as collateral for a loan must submit a request for approval to the Company’s Chief Executive Officer, President or Chief Financial Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.

Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that the director, officer or team member is trading based on inside information. Transactions in options also may focus the director’s, officer’s or team member’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions”).

Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a team member, officer or director to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the director, officer or team member to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director, officer or team member may no longer have the same objectives as the Company’s other shareholders. As a result, the Company prohibits you from engaging in such transactions.

Short-term Trading. A team member’s, officer’s or director’s short-term trading of the Company’s securities may be distracting to such person and may unduly focus such person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. Officers and directors of the Company are subject to a prohibition on such short-term trading by virtue of the provisions of Section 16(b) of the Securities Exchange Act of 1934. However, all team members of the Company who purchase Company securities in the open market are strongly discouraged from selling any company securities of the same class during the six months following

the purchase. Such suggestion applies only to purchases in the open market and is not intended to apply to stock option exercises or other team member benefit plan acquisitions.

Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved pre-arranged trading plans under Rule 10b5-1, as described above) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer or other team member is in possession of material nonpublic information. The Company therefore discourages placing standing or limit orders on Company Securities. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limited to short duration (no more than 48 hours) and should otherwise comply with the restrictions and procedures outlined herein.

Transactions Under Company Plans

Stock Option Exercises; Vesting of Restricted Stock. The Company’s insider trading policy does not apply to the exercise of a team member stock option or the vesting of restricted stock awards. The policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. The policy also applies to sales by officers of the Company who are designated as Section 16 officers for the purpose of generating cash necessary to pay withholding or other taxes on exercise of options or vesting of restricted stock awards. In the event tax withholding is required upon exercise of options or vesting of restricted stock awards for Section 16 officers, the Company may withhold shares having a fair market value equal to the required tax withholding.

Team Member Stock Purchase Plan. If the Company adopts a team member stock purchase plan in the future, the Company’s insider trading policy would not apply to purchases of Company stock in the team member stock purchase plan resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. The policy also would not apply to purchases of Company stock resulting from lump sum contributions to the plan, provided that you elected to participate by lump-sum payment at the beginning of the applicable enrollment period. The policy would apply to your election to participate in the plan for any enrollment period and to your sales of Company stock purchased pursuant to the plan.

Changes in Policy and Other Matters.

Compliance with this policy is a condition of your continued employment or service with the Company The Company may change these procedures or adopt such other procedures in the future as the Company considers appropriate in order to carry out the purposes of its insider trading policy.

This policy addresses insider trading under SEC Rule 10b-5 and related provisions of the securities laws. It does not address issues concerning compliance with officer and director short-swing trading under Section 16(b), trading of private or control securities under Rule 144 or reporting obligations of officers and directors.

This policy is not intended to create any rights in third parties with respect to any violation of its terms and is also not intended to create any legal liability for the Company or any team member beyond those for which they are already responsible under applicable securities laws.

Further Assistance

Any person who has a question regarding the Company’s insider trading policy or its application may obtain additional information and guidance from counsel to the Company. Before you engage in any transactions in the Company’s securities or if you have any questions regarding the policy, you should contact the Company’s Chief Executive Officer, President or Chief Financial Officer.

Ultimately, however, the responsibility for adhering to this Policy and avoiding unlawful transactions rests with the individual team member, officer or director.

Compliance Certificate.

All directors, officers and team members must certify their understanding of and intent to comply with this Policy. A copy of the certification that all team members, officers, and directors must sign is set forth below.

CERTIFICATIONS

I hereby certify that:

• I have read and understand the Company’s Securities Trading by Company Personnel Policy (“the Policy”);

• I have complied with the Policy since its effective date and will continue to comply with such Policy for so long as I am subject to the policy;

• I understand and agree that compliance with the Policy is a condition to my continued employment by or service to the Company;

• I hereby consent to the Company’s imposition of sanctions for violation of the policy as well as the issuance of any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this policy. Such sanctions may include demotion or other disciplinary actions up to and including termination of employment where the Company has a reasonable basis to conclude that its insider trading policy has been violated; and

• The Company may require directors, officers and team members to recertify compliance with the policy on a periodic basis.

____________________________________ Signature

____________________________________ Name

____________________________________ Date

EX-21

Exhibit 21

BJ’S RESTAURANTS, INC.

List of Significant Subsidiaries

BJ’s Restaurant Operations Company, a California corporation

BJ’s Restaurant Operations Company of Kansas, LLC, a Kansas limited liability company

BJROC Maryland, LLC, a California limited liability company

Chicago America Holding, LLC, a Nevada limited liability company

Chicago Pizza & Brewery, LP, a Texas limited partnership

Chicago Pizza Hospitality Holding, Inc., a Texas corporation

Chicago Pizza Management, LLC, a Nevada limited liability company

Chicago Pizza Restaurant Holding, Inc., a Nevada corporation

Reno Brewery Holding, Inc., a Nevada corporation

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-270708) on Form S-3 and (Nos. 333-125899, 333-172703, 333-206066, 333-233039, 333-260918 and 333-280505) on Form S-8 of our reports dated February 26, 2025, with respect to the consolidated financial statements of BJ's Restaurants, Inc. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Los Angeles, California

February 26, 2025

EX-31

Exhibit 31

BJ’S RESTAURANTS, INC.

Certification of Chief Executive Officer

I, C. Bradford Richmond, certify that:

• I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, of BJ’s Restaurants, Inc. (the “registrant”);
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2025
	/s/ C. BRADFORD RICHMOND
	C. Bradford Richmond
	Interim Chief Executive Officer and Director
	(Principal Executive Officer)

BJ’S RESTAURANTS, INC.

Certification of Chief Financial Officer

I, Thomas A. Houdek, certify that:

• I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, of BJ’s Restaurants, Inc. (the “registrant”);
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2025
	/s/ THOMAS A. HOUDEK
	Thomas A. Houdek
	Senior Vice President & Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

BJ’S RESTAURANTS, INC.

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003

In accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, the undersigned, C. Bradford Richmond, Interim Chief Executive Officer and Thomas A. Houdek, Senior Vice President and Chief Financial Officer, of BJ’s Restaurants, Inc. (the “Company”), certify to their knowledge:

(1) The Annual Report on Form 10-K of the Company for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

In Witness Whereof, each of the undersigned has signed this Certification as of this February 26, 2025.

/s/ C. BRADFORD RICHMOND	/s/ THOMAS A. HOUDEK
C. Bradford Richmond	Thomas A. Houdek
Interim Chief Executive Officer and Director	Senior Vice President and Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)

EX-97

Exhibit 97

BJ’S RESTAURANTS, INC.

COMPENSATION CLAWBACK POLICY

Purpose

This Compensation Clawback Policy (the “Policy”) has been adopted by the Board of Directors of BJ’s Restaurants, Inc. (the “Company”) in accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Policy provides for the recovery of certain types of Incentive compensation from our executive officers and other specified executives in the event of a Restatement (as defined below). All capitalized terms used and not otherwise defined herein shall have the meanings set forth in “Definitions,” below.

Administration of Policy

This Policy shall be administered by the Compensation Committee of the Board of Directors of the Company (if composed entirely of independent directors); provided, however, the Board of Directors may elect to have the Policy administered by a majority of the independent directors serving on the Board, or any other committee or subcommittee of the Board of Directors consisting entirely of independent directors (in any case, the “Committee”).

The Committee shall have full and exclusive power to administer this Policy and to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. All decisions, determinations, and interpretations of the Committee shall be final and binding on all Executive Officers.

Definitions

For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

“Clawback Period” means, with respect to any Restatement, the three (3) completed fiscal years of the Company immediately preceding the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare Restatement. If the Company changes its fiscal year, any transition period of less than nine months within or immediately following the three completed fiscal years shall be included in the Clawback Period.

“Eligible Incentive Compensation” means all Incentive Compensation Received by an Executive Officer (i) on or after December 1, 2023, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive Compensation (whether or not such Executive Officer is serving at the time the Recoverable Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed under the Exchange Act, and (v) during the applicable Clawback Period.

“Executive Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S- K, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).

“Financial Reporting Measure” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For the avoidance of doubt, this Policy applies to all Incentive Compensation paid to an Executive Officer, regardless of whether such Executive Officer is employed and/or paid by the Company or a direct or indirect subsidiary of the Company.

“Received” means, with respect to any Incentive Compensation, actual or deemed receipt. Incentive Compensation is deemed “received” in the fiscal period during which the applicable Financial Reporting Measure is attained, even if it is contingent upon the occurrence of other events and even if the payment or grant of the Incentive Compensation occurs after the end of the fiscal period.

“Recoverable Compensation” means, with respect to each Executive Officer in connection with a Restatement, the amount of Eligible Incentive Compensation that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

“Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable federal securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).

“SEC” means the U.S. Securities and Exchange Commission.

Recovery of Recoverable Compensation

In the event of a Restatement, the Company will reasonably promptly recover the Recoverable

Compensation Received in accordance with Nasdaq Rules and Rule 10D-1 as follows:

1. In the event of a Restatement, the Committee shall determine the amount of any Recoverable Compensation Received by each Executive Officer and shall promptly deliver to each Executive Officer a written notice of the amount of any Recoverable Compensation and a demand for repayment or return of such Recoverable Compensation, as applicable.

2. For Incentive Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Recoverable Compensation is not subject to mathematical recalculation directly from the information in the applicable Restatement: (i) the amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Restatement on the Company’s stock price or total shareholder return upon which the Incentive Compensation was Received, and (ii) the Company shall maintain documentation of the determination of such reasonable estimate and, if required by Nasdaq Rules or other applicable laws, provide the relevant documentation as required to Nasdaq.

3. The means of recovering Recoverable Compensation shall be determined by the Committee in its discretion based on the relevant facts and circumstances. Notwithstanding the foregoing, except as specifically provided below, in no event may the Company accept an amount that is less than the amount of Recoverable Compensation in satisfaction of an Executive Officer’s obligations under this Policy.

4. If an Executive Officer has previously reimbursed the Company for any Recoverable Compensation Received, the reimbursed amount shall be credited against the amount of Recoverable Compensation that is subject to recovery under this Policy.

5. If an Executive Officer fails to repay all Recoverable Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Recoverable Compensation from such Executive Officer. In the event an Executive Officer fails to repay all Recoverable Compensation, the Executive Officer shall be required to reimburse the Company for any and all costs and expenses reasonably incurred (including legal fees) by the Company in recovering such Recoverable Compensation.

Notwithstanding anything in this Policy to the contrary, the Company shall not be required to take the actions contemplated by paragraphs 1 through 5 above if (i) the Committee determines that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered and the Committee determines that recovery would be impracticable; provided, however, before making this determination, the Company must make a reasonable attempt to recover the Recoverable Compensation, documented such attempt(s) and provided such documentation to Nasdaq, or (ii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

Disclosure of Policy

The Company shall file all disclosures with respect to this Policy required by applicable law, including, without limitation, SEC rules.

No Indemnification

The Company may not insure or indemnify any Executive Officer against the loss of any Recoverable Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or any claims relating to the Company’s enforcement of its rights under this Policy.

The Company shall not (i) exempt or agree to exempt from this Policy any Incentive Compensation that is granted, paid or awarded to an Executive Officer or (ii) waive or agree to waive any right to recovery of any Recoverable Compensation. This Policy shall supersede any agreement (whether entered into before, on or after the Effective Date of this Policy) that would violate the restrictions described in clauses (i) and (ii) above.

Amendment of Policy

The Committee may amend this Policy from time to time in its discretion and as it deems necessary. Notwithstanding anything in this Policy to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company in connection with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Nasdaq Rules.

Applicability; Non-Exclusive Remedy

This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or Nasdaq, their beneficiaries, heirs, executors, administrators or other legal representatives.

Regardless of whether any reference to this Policy is contained therein, any employment agreement, award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy.

Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, award agreement, compensatory plan, agreement or other arrangement.

Adopted as of September 13, 2023.

ATTESTATION AND ACKNOWLEDGEMENT OF

COMPENSATION CLAWBACK POLICY

By my signature below, the undersigned acknowledges and agrees that:

• The undersigned has received and reviewed the attached Compensation Clawback Policy (this “Policy”) of BJ’s Restaurants, Inc. (the “Company”).

• The undersigned agrees to abide by all of the terms of this Policy both during and after the undersigned’s employment with the Company, including, without limitation, by promptly repaying or returning any Recoverable Compensation (as defined in the Policy) to the Company as determined in accordance with this Policy.

• The undersigned understands and agrees that regardless of whether any reference to this Policy is contained therein, any employment agreement, award agreement, compensatory plan or any other agreement or arrangement with the undersigned shall be deemed to include, as a condition to the grant or receipt of any benefit thereunder, an agreement by the undersigned to abide by the terms of this Policy.

Signature:

Name:

Date: