8-K

JACK IN THE BOX INC (JACK)

8-K 2025-08-06 For: 2025-08-06
View Original
Added on April 06, 2026

_____________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2025

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)

_________________

Delaware 1-9390 95-2698708
(State or Other Jurisdiction<br>of Incorporation) (Commission<br>File Number) (I.R.S. Employer<br>Identification Number)

9357 Spectrum Center Blvd, San Diego, CA 92123

(Address of principal executive offices) (Zip Code)

(858) 571-2121

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock JACK NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

______________________________________________________________________

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 6, 2025, Jack in the Box Inc. issued a press release announcing its third quarter fiscal 2025 financial results and disclosing other information.

A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No. Description
99.1 Press Release of Jack in the Box Inc. dated August 6, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JACK IN THE BOX INC.
/s/    Lance Tucker
Lance Tucker
Chief Executive Officer (principal executive officer)

Date: August 6, 2025

Document

Exhibit 99.1

Contact: Rachel Webb<br><br>Vice President, Investor Relations<br><br>rachel.webb@jackinthebox.com<br><br>858.522.4556

Jack in the Box Inc. Reports Third Quarter 2025 Earnings

Jack in the Box same-store sales of (7.1%); Del Taco same-store sales of (2.6%)

Diluted earnings per share of $1.15 and Operating EPS of $1.02

SAN DIEGO, Calif. August 6, 2025 – Jack in the Box Inc. (NASDAQ: JACK) announced financial results for the Jack in the Box and Del Taco brands in the third quarter ended July 6, 2025.     “While the macro environment remains challenging, Jack in the Box is poised to improve performance in the fourth quarter and into the next fiscal year by prioritizing area of immediate impact. By leveraging innovation, offering craveable value and re-focusing on improving the overall guest experience, I'm confident in our ability to quickly regain momentum in the business,” said Lance Tucker, Jack in the Box Chief Executive Officer.

“I am pleased with our progress against the “JACK on Track” plan thus far and remain committed to simplifying our business model to drive shareholder value and support sustainable long-term growth.”

Jack in the Box Performance

Same-store sales decreased 7.1% in the third quarter, comprised of franchise same-store sales decline of 7.2% and company-owned same-store sales decline of 6.4%. Sales performance resulted from a decline in transactions and mix, partially offset by an increase in price. Systemwide sales for the third quarter decreased 7.2%.

Restaurant-Level Margin(1), a non-GAAP measure, was $16.9 million, or 17.9%, down from $21.1 million, or 21.0%, a year ago driven primarily by lower sales, higher labor, commodity inflation and higher utility and other operating costs, partially offset by decreases due to favorable beverage funding contract, as well as increased price.

Franchise-Level Margin(1), a non-GAAP measure, was $66.2 million, or 39.3%, a decrease from $74.6 million, or 41.1%, a year ago. The decrease was primarily due to lower sales driving lower rent revenue and royalties, partially offset by franchise lease buyouts.

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Jack in the Box net restaurant count decreased in the third quarter, with six restaurant openings and 21 restaurant closures. Of the 21 restaurant closures, 13 are related to the “JACK on Track” block closure program.

Jack in the Box Same-Store Sales: 12 Weeks Ended
July 6, 2025 July 7, 2024
Company (6.4 %) 0.1 %
Franchise (7.2 %) (2.4 %)
System (7.1 %) (2.2 %)

Jack in the Box Restaurant Counts:

2025 2024
Company Franchise Total Company Franchise Total
Restaurant count at Q2'25 146 2,037 2,183 144 2,051 2,195
New 1 5 6 3 3
Closed (5) (16) (21) (3) (3)
Restaurant count at end of Q3'25 142 2,026 2,168 144 2,051 2,195
Q3'25 QTD Net Restaurant Decrease (4) (11) (15)
YTD Net Restaurant Decrease (5.3) % (0.7) % (1.0) %

Del Taco Performance

Same-store sales decreased 2.6% in the third quarter, comprised of franchise same-store sales decline of 2.7% and company-operated same-store sales decline of 2.2%. Sales performance resulted from a decline in transactions and mix, partially offset by an increase in price. Systemwide sales for the fiscal third quarter decreased 4.7%.

Restaurant-Level Margin(1), a non-GAAP measure, was $4.5 million, or 9.7%, down from $8.8 million, or 13.4%, a year ago. The decrease in dollars was due primarily to refranchising and closing restaurants. The margin percentage decline was driven primarily by lower sales and higher costs including higher utilities and operating costs, labor, and commodity inflation.

Franchise-Level Margin(1), a non-GAAP measure, was $6.4 million, or 27.0%, compared to $5.8 million, or 27.1%, a year ago. The increase was driven by the benefit of refranchising, early termination fees and lower IT costs, partially offset by the impact from lower sales and an increase in bad debt expense.

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Del Taco net restaurant count decreased in the third quarter with three restaurant openings and nine restaurant closings.

Del Taco Same-Store Sales: 12 Weeks Ended
July 6, 2025 July 7, 2024
Company (2.2 %) (3.5 %)
Franchise (2.7 %) (4.1 %)
System (2.6 %) (3.9 %)

Del Taco Restaurant Counts:

2025 2024
Company Franchise Total Company Franchise Total
Restaurant count at Q2'25 117 474 591 166 429 595
New 3 3 1 4 5
Acquired from franchisees 18 (18)
Closed (3) (6) (9) (2) (1) (3)
Restaurant count at end of Q3'25 132 453 585 165 432 597
Q3'25 QTD Net Restaurant Increase (Decrease) 15 (21) (6)
YTD Net Restaurant Increase (Decrease) (0.8) % (1.7) % (1.5) %

Company-Wide Performance

Third quarter diluted earnings per share was $1.15. Operating Earnings Per Share(2), a non-GAAP measure, was $1.02 in the third quarter of fiscal 2025 compared with $1.65 in the prior year quarter.

Total revenues decreased 9.8% to $333.0 million, compared to $369.2 million in the prior year quarter. The lower revenue is primarily the result of lower sales for both brands and Del Taco refranchising. Net earnings was $22.0 million for the third quarter of fiscal 2025. This compared with net loss of $122.3 million for the third quarter of the prior year. Adjusted EBITDA(3), a non-GAAP measure, was $61.6 million in the third quarter of fiscal 2025 compared with $78.9 million for the prior year quarter.

During the third quarter of 2025 and the third quarter of 2024, the Company had recognized goodwill and intangible impairment of $6.3 million and $162.6 million, respectively, relating to the Del Taco reporting unit. This is a non-cash charge and does not impact future operations.

Company-wide SG&A expense for the third quarter was $26.8 million, a decrease of $2.7 million compared to the prior year quarter. The decrease was due primarily to the fluctuations in the cash surrender value of our company-owned life insurance policies and a decrease in incentive-based

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compensation, partially offset by an increase in insurance. When excluding net COLI gains, G&A was 2.2% of systemwide sales.

The income tax provision reflects an effective tax rate of negative 2.4% in the third quarter of 2025. This was due to an income tax benefit recorded in the quarter as a result of a more favorable annual effective tax rate compared to the prior quarter primarily driven by non-taxable gains from the market performance of insurance products used to fund certain non-qualified retirement plans as opposed to non-deductible losses as recorded in the prior quarter. The non-GAAP operating EPS tax rate for the third quarter of 2025 was 26.1%.

(1) Restaurant-Level Margin and Franchise-Level Margin are non-GAAP measures. These non-GAAP measures are reconciled to earnings (loss) from operations, the most comparable GAAP measure, in the attachment to this release. See "Reconciliation of Non-GAAP Measurements to GAAP Results."

(2) Operating Earnings Per Share represents the diluted earnings per share on a GAAP basis, excluding certain adjustments. See "Reconciliation of Non-GAAP Measurements to GAAP Results." Operating earnings per share may not add due to rounding.

(3) Adjusted EBITDA represents net earnings on a GAAP basis excluding certain adjustments. See "Reconciliation of Non-GAAP Measurements to GAAP Results."

Capital Allocation

The Company did not repurchase any shares of our common stock in the third quarter. As of the end of the third quarter, there was $175.0 million remaining under the Board-authorized stock buyback program. As previously announced, Jack in the Box discontinued its dividend.

Guidance & Outlook Updates

The following guidance reflects the company’s updated expectations for the fiscal year ending September 28, 2025. The below guidance does not include impacts from future "JACK on Track" actions.

Company-wide

•Capital Expenditures of $85 to $90 million

•Total Share Repurchases of $5 million, all of which occurred in the first quarter of 2025

•SG&A of $155 to $160 million, including $5.5 million in incremental marketing spend investment expected in the fourth quarter and excluding COLI gains

◦G&A, excluding selling and advertising, is expected to be ~2.3% of systemwide sales, excluding COLI gains

•Depreciation & Amortization of $57 to $59 million

•Adjusted/Operating EPS Tax Rate of ~26.0%

•Adjusted EBITDA of $270 to $275 million, which includes $5.5 million in incremental marketing spend investment expected in the fourth quarter

•Operating EPS of $4.55 to $4.73

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Jack in the Box Segment

•Same Store Sales of negative low- to mid-single digits vs. FY 2024

•30 to 35 gross restaurant openings

•Company-Owned Restaurant Level Margin of 19% to 21%

◦Including the impact of a full year of AB1228 wage increases, higher utility costs, and low to mid-single digit commodity inflation

Conference Call

The Company will host a conference call for analysts and investors on Wednesday, August 6, 2025, beginning at 2:00 p.m. PT (5:00 p.m. ET). The call will be webcast live via the Investors section of the Jack in the Box company website at http://investors.jackinthebox.com. A replay of the call will be available through the Jack in the Box Inc. corporate website for 21 days. The call can be accessed via phone by dialing (888) 596-4144 and using ID 7573961.

About Jack in the Box Inc.

Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,160 restaurants across 22 states, and Del Taco®, the second largest Mexican-American QSR chain by units in the U.S. with approximately 590 restaurants across 17 states. For more information on both brands, including franchising opportunities, visit www.jackinthebox.com and www.deltaco.com.

Category: Earnings

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition,

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unemployment, trends in consumer spending patterns and commodity costs; the Company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the Company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; and stock market volatility. These and other factors are discussed in the Company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The Company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.

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JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(In thousands, except per share data)

(Unaudited)

12 Weeks Ended 40 Weeks Ended
July 6, 2025 July 7, 2024 July 6, 2025 July 7, 2024
Revenues:
Company restaurant sales $ 140,931 $ 166,480 $ 484,829 $ 557,618
Franchise rental revenues 85,127 89,125 287,980 288,147
Franchise royalties and other 52,769 55,293 180,742 183,707
Franchise contributions for advertising and other services 54,160 58,273 185,570 192,544
332,987 369,171 1,139,121 1,222,016
Operating costs and expenses, net:
Food and packaging 39,385 46,251 129,128 156,297
Payroll and employee benefits 50,982 57,917 171,528 185,025
Occupancy and other 29,164 32,365 97,692 106,773
Franchise occupancy expenses 59,213 57,989 197,604 187,704
Franchise support and other costs 4,815 3,853 14,916 12,907
Franchise advertising and other services expenses 55,447 60,444 190,191 200,201
Selling, general and administrative expenses 26,835 29,580 112,999 113,200
Depreciation and amortization 12,844 13,827 43,331 46,206
Pre-opening costs 1,359 851 3,467 1,918
Impairment of goodwill and intangible assets 6,326 162,624 209,556 162,624
Other operating expenses, net 5,683 5,641 13,418 16,343
Losses (gains) on the sale of company-operated restaurants 146 65 (2,630) 1,384
292,199 471,407 1,181,200 1,190,582
Earnings (loss) from operations 40,788 (102,236) (42,079) 31,434
Other pension and post-retirement expenses, net 1,342 1,579 4,472 5,264
Interest expense, net 17,925 18,402 60,718 61,491
Earnings (loss) before income taxes 21,521 (122,217) (107,269) (35,321)
Income tax (benefit) expense (506) 83 (20,754) 23,316
Net earnings (loss) $ 22,027 $ (122,300) $ (86,515) $ (58,637)
Net earnings (loss) per share:
Basic $ 1.16 $ (6.29) $ (4.54) $ (2.98)
Diluted $ 1.15 $ (6.26) $ (4.54) $ (2.96)
Weighted-average shares outstanding:
Basic 19,061 19,454 19,051 19,690
Diluted 19,152 19,541 19,051 19,836
Dividends declared per common share $ $ 0.44 $ 0.88 $ 1.32

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JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

July 6,<br>2025 September 29,<br>2024
ASSETS
Current assets:
Cash $ 38,014 $ 24,745
Restricted cash 30,097 29,422
Accounts and other receivables, net 88,472 83,567
Inventories 3,741 3,922
Prepaid expenses 10,921 13,126
Current assets held for sale 12,034 16,493
Other current assets 17,102 10,002
Total current assets 200,381 181,277
Property and equipment:
Property and equipment, at cost 1,322,662 1,278,530
Less accumulated depreciation and amortization (866,112) (848,491)
Property and equipment, net 456,550 430,039
Other assets:
Operating lease right-of-use assets 1,389,944 1,410,083
Intangible assets, net 10,068 10,515
Trademarks 105,600 283,500
Goodwill 136,026 161,209
Deferred tax assets 38,823
Other assets, net 258,699 259,006
Total other assets 1,939,160 2,124,313
$ 2,596,091 $ 2,735,629
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt $ 29,426 $ 35,880
Current operating lease liabilities 159,710 162,017
Accounts payable 57,343 69,494
Accrued liabilities 186,414 166,868
Total current liabilities 432,893 434,259
Long-term liabilities:
Long-term debt, net of current maturities 1,680,812 1,699,433
Long-term operating lease liabilities, net of current portion 1,260,670 1,286,415
Deferred tax liabilities 13,612
Other long-term liabilities 173,337 153,708
Total long-term liabilities 3,114,819 3,153,168
Stockholders’ deficit:
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued
Common stock $0.01 par value, 175,000,000 shares authorized, 83,002,498 and 82,825,851 issued and outstanding, respectively 830 828
Capital in excess of par value 540,751 533,818
Retained earnings 1,763,410 1,866,660
Accumulated other comprehensive loss (55,987) (57,475)
Treasury stock, at cost, 64,120,270 and 63,996,399 shares, respectively (3,200,625) (3,195,629)
Total stockholders’ deficit (951,621) (851,798)
$ 2,596,091 $ 2,735,629

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JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

Year-to-date
July 6, 2025 July 7, 2024
Cash flows from operating activities:
Net loss $ (86,515) $ (58,637)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 43,331 46,206
Amortization of franchise tenant improvement allowances and incentives 5,063 3,967
Deferred finance cost amortization 3,668 3,722
Excess tax deficiency from share-based compensation arrangements 1,483 5
Deferred income taxes (56,446) (10,314)
Share-based compensation expense 6,812 11,018
Pension and post-retirement expense 4,472 5,264
Gains on cash surrender value of company-owned life insurance (5,731) (11,776)
(Gains) losses on the sale of company-operated restaurants (2,630) 1,384
Gains on acquisition of restaurants (6) (2,357)
Losses on the disposition of property and equipment, net 1,983 1,675
Impairment charges 212,476 163,169
Changes in assets and liabilities:
Accounts and other receivables (2,423) 17,385
Inventories 181 (262)
Prepaid expenses and other current assets (5,180) 4,141
Operating lease right-of-use assets and lease liabilities (13,560) 6,191
Accounts payable (10,513) (16,720)
Accrued liabilities 17,277 (114,100)
Pension and post-retirement contributions (5,370) (4,784)
Franchise tenant improvement allowance and incentive disbursements (5,706) (1,919)
Other 25,960 (3,995)
Cash flows provided by operating activities 128,626 39,263
Cash flows from investing activities:
Purchases of property and equipment (70,293) (67,193)
Purchases of assets intended for sale or leaseback (8,827) (18,575)
Proceeds from the sale of property and equipment 15,108 10,899
Proceeds from the sale and leaseback of assets 4,413
Acquisition of franchise-operated restaurants (7,193)
Proceeds from the sale of company-operated restaurants 5,712 2,168
Other 3,303
Cash flows used in investing activities (62,190) (68,288)
Cash flows from financing activities:
Repayments of borrowings on revolving credit facilities (6,000)
Principal repayments on debt (22,399) (22,288)
Dividends paid on common stock (16,614) (25,633)
Proceeds from issuance of common stock 2 2
Repurchases of common stock (4,999) (54,999)
Payroll tax payments for equity award issuances (2,482) (3,206)
Cash flows used in financing activities (52,492) (106,124)
Net increase (decrease) in cash and restricted cash 13,944 (135,149)
Cash and restricted cash at beginning of period 54,167 185,907
Cash and restricted cash at end of period $ 68,111 $ 50,758

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JACK IN THE BOX INC. AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) DATA

(Unaudited)

The following table presents certain income and expense items included in our condensed consolidated statements of earnings (loss) as a percentage of total revenues, unless otherwise indicated. Percentages may not add due to rounding.

12 Weeks Ended 40 Weeks Ended
July 6, 2025 July 7, 2024 July 6,<br>2025 July 7,<br>2024
Revenues:
Company restaurant sales 42.3 % 45.1 % 42.6 % 45.6 %
Franchise rental revenues 25.6 % 24.1 % 25.3 % 23.6 %
Franchise royalties and other 15.8 % 15.0 % 15.9 % 15.0 %
Franchise contributions for advertising and other services 16.3 % 15.8 % 16.3 % 15.8 %
100.0 % 100.0 % 100.0 % 100.0 %
Operating costs and expenses, net:
Food and packaging (1) 27.9 % 27.8 % 26.6 % 28.0 %
Payroll and employee benefits (1) 36.2 % 34.8 % 35.4 % 33.2 %
Occupancy and other (1) 20.7 % 19.4 % 20.1 % 19.1 %
Franchise occupancy expenses (2) 69.6 % 65.1 % 68.6 % 65.1 %
Franchise support and other costs (3) 9.1 % 7.0 % 8.3 % 7.0 %
Franchise advertising and other services expenses (4) 102.4 % 103.7 % 102.5 % 104.0 %
Selling, general and administrative expenses 8.1 % 8.0 % 9.9 % 9.3 %
Depreciation and amortization 3.9 % 3.7 % 3.8 % 3.8 %
Pre-opening costs 0.4 % 0.2 % 0.3 % 0.2 %
Impairment of goodwill and intangible assets 1.9 % 44.1 % 18.4 % 13.3 %
Other operating expenses, net 1.7 % 1.5 % 1.2 % 1.3 %
(Gains) losses on the sale of company-operated restaurants % % (0.2) % 0.1 %
Earnings (loss) from operations 12.2 % (27.7) % (3.7) % 2.6 %
Income tax rate (5) (2.4) % (0.1) % 19.3 % (66.0) %

____________________________

(1)As a percentage of company restaurant sales.

(2)As a percentage of franchise rental revenues.

(3)As a percentage of franchise royalties and other.

(4)As a percentage of franchise contributions for advertising and other services.

(5)As a percentage of earnings (loss) from operations and before income taxes.

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Jack in the Box systemwide sales (in thousands): 12 Weeks Ended 40 Weeks Ended
July 6, 2025 July 7, 2024 July 6, 2025 July 7, 2024
Company-operated restaurant sales $ 94,112 $ 100,355 $ 322,962 $ 331,339
Franchised restaurant sales (1) 863,706 931,303 2,961,662 3,069,318
Systemwide sales (1) $ 957,818 $ 1,031,658 $ 3,284,624 $ 3,400,657
Del Taco systemwide sales (in thousands): 12 Weeks Ended 40 Weeks Ended
--- --- --- --- --- --- --- --- ---
July 6, 2025 July 7, 2024 July 6, 2025 July 7, 2024
Company-operated restaurant sales $ 46,819 $ 66,125 $ 161,867 $ 226,279
Franchised restaurant sales (1) 165,951 157,231 548,830 510,561
Systemwide sales (1) $ 212,770 $ 223,356 $ 710,697 $ 736,840

____________________________

(1)Franchised restaurant sales represent sales at franchised restaurants and are revenues of our franchisees. Systemwide sales include company and franchised restaurant sales. We do not record franchised sales as revenues; however, our royalty revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchised sales. We believe franchised and systemwide restaurant sales information is useful to investors as they have a direct effect on the company's profitability.

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JACK IN THE BOX INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASUREMENTS TO GAAP RESULTS

(Unaudited)

To supplement the condensed consolidated financial statements, which are presented in accordance with GAAP, the Company uses the following non-GAAP measures: Adjusted Net Income, Operating Earnings Per Share, Adjusted EBITDA, Restaurant-Level Margin and Franchise-Level Margin. Management believes that these measurements, when viewed with the Company's results of operations in accordance with GAAP and the accompanying reconciliations in the tables below, provide useful information about operating performance and period-over-period changes, and provide additional information that is useful for evaluating the operating performance of the Company's core business without regard to potential distortions.

Operating Earnings Per Share

Operating Earnings Per Share represents diluted earnings (loss) per share on a GAAP basis excluding integration and strategic initiatives, net COLI gains, pension and post-retirement benefit costs, goodwill and intangible impairment, losses on the sale of company-operated restaurants, excess tax shortfall from share-based compensation arrangements, and the tax-related impacts of the above adjustments.

Operating Earnings Per Share should be considered as a supplement to, not as a substitute for, analysis of results as reported under U.S. GAAP or other similarly titled measures of other companies. Management believes Operating Earnings Per Share provides investors with a meaningful supplement of the Company’s operating performance and period-over-period changes without regard to potential distortions.

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Below is a reconciliation of Non-GAAP Adjusted Net Income to the most directly comparable GAAP measure of net income. Also below is a reconciliation of Non-GAAP Operating Earnings Per Share to the most directly comparable GAAP measure, diluted earnings (loss) per share:

12 Weeks Ended
July 6, 2025 July 7, 2024
Net income (loss), as reported $ 22,027 $ (122,300)
Integration and strategic initiatives (1) 2,057 4,723
Net COLI gains (2) (6,062) (3,223)
Pension and post-retirement benefit costs (3) 1,342 1,579
Goodwill and intangible impairment (4) 6,326 162,624
Restaurant impairment charges 1,058
Losses on the sale of company-operated restaurants 146 65
Excess tax shortfall from share-based compensation arrangements 48 53
Tax impact of adjustments (5) (7,317) (11,366)
Non-GAAP Adjusted Net Income $ 19,625 $ 32,155
Diluted weighted-average shares outstanding - non-GAAP (6) 19,152 19,541
Diluted earnings (loss) per share – GAAP (6) $ 1.15 $ (6.26)
Integration and strategic initiatives (1) 0.11 0.24
Net COLI gains (2) (0.32) (0.16)
Pension and post-retirement benefit costs (3) 0.07 0.08
Goodwill and intangible impairment (4) 0.33 8.32
Restaurant impairment charges 0.06
Losses on the sale of company-operated restaurants 0.01 0.00
Excess tax shortfall from share-based compensation arrangements 0.00 0.00
Tax impact of adjustments (5) (0.38) (0.58)
Operating Earnings Per Share – non-GAAP (7) $ 1.02 $ 1.65

____________________

(1)Integration and strategic initiatives reflect charges that are not part of our ongoing operations, including consulting fees for discrete project-based strategic initiatives that are not expected to recur in the foreseeable future.

(2)Net COLI gains reflect market-based adjustments on the company-owned life insurance policies, net of changes in our non-qualified deferred compensation obligation supported by these policies.

(3)Pension and post-retirement benefit costs relating to our two legacy defined benefit pension plans, as well as our two legacy post-retirement plans.

(4)Represents the impairment of the Del Taco reporting unit goodwill and trademark assets.

(5)Tax impacts for the quarter calculated based on the non-GAAP Operating EPS tax rate of 26.1% in the current quarter and 26.2% in the prior year quarter.

(6)The non-GAAP diluted weighted-average shares outstanding amounts include those securities that would be dilutive in the respective period that have a net loss for GAAP purposes, but have net income for non-GAAP purposes.

(7)Operating Earnings Per Share may not add due to rounding.

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Adjusted EBITDA

Adjusted EBITDA represents net earnings (loss) on a GAAP basis excluding income taxes, interest expense, net, losses on the sale of company-operated restaurants, other operating expenses, net, goodwill and intangible impairment, depreciation and amortization, amortization of cloud computing costs, amortization of favorable and unfavorable leases and subleases, net, amortization of franchise tenant improvement allowances and other, net COLI gains, and pension and post-retirement benefit costs.

Adjusted EBITDA should be considered as a supplement to, not as a substitute for, analysis of results as reported under U.S. GAAP or other similarly titled measures of other companies. Management believes Adjusted EBITDA is useful to investors to gain an understanding of the factors and trends affecting the Company's ongoing cash earnings, from which capital investments are made and debt is serviced.

Below is a reconciliation of non-GAAP Adjusted EBITDA to the most directly comparable GAAP measure, net earnings (loss) (in thousands):

12 Weeks Ended
July 6, 2025 July 7, 2024
Net income (loss) - GAAP $ 22,027 $ (122,300)
Income taxes (506) 83
Interest expense, net 17,925 18,402
Losses on the sale of company-operated restaurants 146 65
Other operating expenses, net (1) 5,683 5,641
Goodwill and intangible impairment (2) 6,326 162,624
Depreciation and amortization 12,844 13,827
Amortization of cloud-computing costs (3) 453 787
Amortization of favorable and unfavorable leases and subleases, net (4) (129) 234
Amortization of franchise tenant improvement allowances and other 1,579 1,191
Net COLI gains (5) (6,062) (3,223)
Pension and post-retirement benefit costs (6) 1,342 1,579
Adjusted EBITDA – non-GAAP $ 61,628 $ 78,910

____________________

(1)Other operating expense, net includes: integration and strategic initiatives; costs of closed restaurants; operating restaurant impairment charges; accelerated depreciation and gains/losses on disposition of property and equipment, net.

(2)Impairment charges recognized on the Del Taco reporting unit goodwill and trademark assets.

(3)Amortization of cloud computing costs includes the amounts for the non-cash amortization of capitalized implementation costs related to cloud-based software arrangements that are included within selling, general and administrative expenses.

(4)Amortization of favorable and unfavorable leases and subleases, net, which is not already included in the other operating expense, net, noted above.

(5)Net COLI gains reflect market-based adjustments on the company-owned life insurance policies, net of changes in our non-qualified deferred compensation obligation supported by these policies.

(6)Pension and post-retirement benefit costs relating to our two legacy defined benefit pension plans, as well as the two legacy post-retirement plans.

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Jack in the Box Inc.

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Restaurant-Level Margin

Restaurant-Level Margin is defined as company restaurant sales less restaurant operating costs (food and packaging, labor, and occupancy costs) and is neither required by, nor presented in accordance with GAAP. Restaurant-Level Margin excludes revenues and expenses of our franchise operations and selling, general, and administrative expenses. Certain other costs are also excluded, such as depreciation and amortization, pre-opening costs, goodwill and intangible impairment, other operating expenses, net, and losses on the sale of company-operated restaurants. As such, Restaurant-Level Margin is not indicative of the overall results of the Company and does not accrue directly to the benefit of shareholders because of the exclusion of corporate-level expenses. Restaurant-Level Margin should be considered as a supplement to, not as a substitute for, analysis of results as reported under GAAP or other similarly titled measures of other companies. The Company is presenting Restaurant-Level Margin because it believes that it provides a meaningful supplement to net earnings of the company's core business operating results, as well as a comparison to those of other similar companies. Management utilizes Restaurant-Level Margin as a key performance indicator to evaluate the profitability of company-operated restaurants.

Below is a reconciliation of non-GAAP Restaurant-Level Margin to the most directly comparable GAAP measure, earnings (loss) from operations (in thousands):

12 weeks ended July 6, 2025
Jack in the Box Del Taco Other (1) Total (2)
Earnings (loss) from operations - GAAP $ 69,799 $ (1,762) $ (27,250) $ 40,787
Franchise rental revenues (76,538) (8,589) (85,127)
Franchise royalties and other (44,604) (8,165) (52,769)
Franchise contributions for advertising and other services (47,147) (7,013) (54,160)
Franchise occupancy expenses 50,829 8,385 59,214
Franchise support and other costs 3,314 1,501 4,815
Franchise advertising and other services expenses 47,994 7,453 55,447
Selling, general and administrative expenses 9,809 4,677 12,349 26,835
Depreciation and amortization 12,844 12,844
Pre-opening costs 866 493 1,359
Goodwill and intangible impairment 6,326 6,326
Other operating expenses, net 2,537 1,090 2,057 5,684
Losses on the sale of company-operated restaurants 146 146
Restaurant-Level Margin - Non-GAAP $ 16,859 $ 4,542 $ $ 21,401
Company restaurant sales $ 94,112 $ 46,819 $ $ 140,931
Restaurant-Level Margin % - Non-GAAP 17.9 % 9.7 % N/A 15.2 %

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12 weeks ended July 7, 2024
Jack in the Box Del Taco Other (1) Total (2)
Earnings (loss) from operations - GAAP $ 86,580 $ (154,004) $ (34,812) $ (102,236)
Franchise rental revenues (82,154) (6,971) (89,125)
Franchise royalties and other (47,822) (7,471) (55,293)
Franchise contributions for advertising and other services (51,419) (6,854) (58,273)
Franchise occupancy expenses 51,055 6,934 57,989
Franchise support and other costs 2,894 959 3,853
Franchise advertising and other services expenses 52,810 7,634 60,444
Selling, general and administrative expenses 7,655 5,662 16,263 29,580
Depreciation and amortization 13,827 13,827
Pre-opening costs 646 205 851
Other operating expenses, net 871 48 4,722 5,641
Losses on the sale of company-operated restaurants 65 65
Restaurant-Level Margin - Non-GAAP $ 21,116 $ 8,831 $ $ 29,947
Company restaurant sales $ 100,355 $ 66,125 $ $ 166,480
Restaurant-Level Margin % - Non-GAAP 21.0 % 13.4 % N/A 18.0 %

(1)The "Other" category includes shared services costs and other unallocated costs.

(2)The totals might not agree to consolidated within the Form 10-Q due to rounding.

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Jack in the Box Inc.

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Franchise-Level Margin

Franchise-Level Margin is defined as franchise revenues less franchise operating costs (occupancy expenses, advertising contributions, and franchise support and other costs) and is neither required by, nor presented in accordance with GAAP. Franchise-Level Margin excludes revenue and expenses of our company-operated restaurants and selling, general, and administrative expenses. Certain other costs are also excluded, such as depreciation and amortization, pre-opening, goodwill and intangible impairment, other operating expenses, net, and losses on the sale of company-operated restaurants. As such, Franchise-Level Margin is not indicative of the overall results of the Company and does not accrue directly to the benefit of shareholders because of the exclusion of corporate-level expenses. Franchise-Level Margin should be considered as a supplement to, not as a substitute for, analysis of results as reported under GAAP or other similarly titled measures of other companies. The Company is presenting Franchise-Level Margin because it believes that it provides a meaningful supplement to net earnings of the Company's core business operating results, as well as a comparison to those of other similar companies. Management utilizes Franchise-Level Margin as a key performance indicator to evaluate the profitability of our franchise operations.

Below is a reconciliation of non-GAAP Franchise-Level Margin to the most directly comparable GAAP measure, earnings (loss) from operations (in thousands):

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Jack in the Box Inc.

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12 weeks ended July 6, 2025
Jack in the Box Del Taco Other (1) Total (2)
Earnings (loss) from operations - GAAP $ 69,799 $ (1,762) $ (27,250) $ 40,787
Company restaurant sales (94,112) (46,819) (140,931)
Food and packaging 26,949 12,435 39,384
Payroll and employee benefits 32,465 18,517 50,982
Occupancy and other 17,840 11,324 29,164
Selling, general and administrative expenses 9,809 4,677 12,349 26,835
Depreciation and amortization 12,844 12,844
Pre-opening costs 866 493 1,359
Goodwill and intangible impairment 6,326 6,326
Other operating expenses, net 2,537 1,090 2,057 5,684
Losses on the sale of company-operated restaurants 146 146
Franchise-Level Margin - Non-GAAP $ 66,153 $ 6,427 $ $ 72,580
Franchise rental revenues $ 76,538 $ 8,589 $ $ 85,127
Franchise royalties and other 44,604 8,165 52,769
Franchise contributions for advertising and other services 47,147 7,013 54,160
Total franchise revenues $ 168,289 $ 23,767 $ $ 192,056
Franchise-Level Margin % - Non-GAAP 39.3 % 27.0 % N/A 37.8 %
12 weeks ended July 7, 2024
--- --- --- --- ---
Jack in the Box Del Taco Other (1) Total (2)
Earnings (loss) from operations - GAAP $ 86,580 $ (154,004) $ (34,812) $ (102,236)
Company restaurant sales (100,355) (66,125) (166,480)
Food and packaging 29,352 16,898 46,250
Payroll and employee benefits 32,421 25,495 57,916
Occupancy and other 17,464 14,901 32,365
Selling, general and administrative expenses 7,655 5,662 16,263 29,580
Depreciation and amortization 13,827 13,827
Pre-opening costs 646 205 851
Other operating expenses, net 871 48 4,722 5,641
Losses on the sale of company-operated restaurants 65 65
Franchise-Level Margin - Non-GAAP $ 74,634 $ 5,769 $ $ 80,403
Franchise rental revenues $ 82,154 $ 6,971 $ $ 89,125
Franchise royalties and other 47,822 7,471 55,293
Franchise contributions for advertising and other services 51,419 6,854 58,273
Total franchise revenues $ 181,395 $ 21,296 $ $ 202,691
Franchise-Level Margin % - Non-GAAP 41.1 % 27.1 % N/A 39.7 %

(1)The "Other" category includes shared services costs and other unallocated costs.

(2)The totals might not agree to consolidated within the Form 10-Q due to rounding.