8-K/A
JACK IN THE BOX INC (JACK)
_____________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 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. ¨
______________________________________________________________________
EXPLANATORY NOTE
Jack in the Box Inc., a Delaware corporation (the “Company”) filed a Current Report on Form 8-K on December 23, 2025 (the “Original Form 8-K”) announcing the completion of the sale of its Del Taco restaurant operations to Del Taco Group, LLC, a California limited liability company and assignee of Yadav Enterprises, Inc., on December 22, 2025.
This Amendment No. 1 to the Current Report on Form 8-K amends Item 9.01 of the Original Form 8-K to include certain pro forma financial information as an exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Current Report Form 8-K:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 28, 2025
•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Fiscal Years Ended September 28, 2025, September 29, 2024 and October 1, 2023
•Notes to the Unaudited Pro Forma Consolidated Financial Information.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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/ Sarah Super |
| Sarah Super |
| EVP, Chief Legal & Administrative Officer |
Date: December 29, 2025
Document
Exhibit 99.1
JACK IN THE BOX INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On October 15, 2025, Jack in the Box Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) to sell Del Taco Holdings Inc. (“Del Taco”), a wholly owned subsidiary of the Company which operates and franchises approximately 575 Del Taco restaurants, to Yadav Enterprises, Inc. (the “Buyer”). On December 22, 2025, the Company completed the sale (the “Transaction”) of Del Taco to Del Taco Group, LLC, a California limited liability company and assignee of the Buyer for an aggregate purchase price of $119.0 million in cash, subject to post-closing working capital adjustments. The Buyer paid $109.0 million of the aggregate purchase price in cash at closing plus a commitment fee of $0.1 million and is required to pay the remaining $10.0 million deferred consideration no later than January 12, 2026. The Company will utilize net cash proceeds after taxes and transaction costs to retire debt within its securitization structure, specifically to repay a portion of the Company's existing Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II (the “Senior Notes”).
The following unaudited pro forma condensed consolidated balance sheet as of September 28, 2025 is presented as if the Transaction had occurred on September 28, 2025. The unaudited pro forma condensed consolidated statements of operations for each of the fiscal years ended September 28, 2025, September 29, 2024, and October 1, 2023 are presented as if the Transaction had occurred on October 3, 2022, the first day of fiscal year 2023.
The unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. They are intended for informational purposes only and are not intended to represent the Company’s financial position or results of operations had the Transaction occurred on the dates indicated, or to project the Company’s financial performance for any future period. Actual results may differ materially from the unaudited pro forma condensed consolidated financial information due to a variety of factors. Management believes that the assumptions and adjustments are reasonable based on information currently available. The unaudited pro forma consolidated financial statements do not include adjustments to reflect any potential synergies or dis-synergies that may result from the Transaction.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended September 28, 2025.
The “Historical” column in the unaudited pro forma condensed consolidated financial statements presents the Company’s historical audited results for the periods shown and does not include any adjustments related to the Transaction or related activities.
The adjustments included in the “Del Taco Separation” column of the unaudited pro forma condensed consolidated financial statements are in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205”), under US GAAP. This information was derived from the Company’s historical audited consolidated financial statements and accounting records for each of the three fiscal years presented. The Company’s current estimates on a discontinued operations basis are preliminary and subject to change as the Company finalizes its discontinued operations accounting to be reported in its Quarterly Report on Form 10-Q for the 16-week period ending January 18, 2026.
The adjustments included in the “Transaction Accounting Adjustments” column of the unaudited pro forma condensed consolidated financial statements reflect the accounting effects of the Transaction including the use of net cash proceeds and cash on hand to retire debt, reduction of interest expense related to the retired debt, the impact of the transition services agreement between the Company and the Buyer, other adjustments described in the notes to the unaudited pro forma condensed consolidated financial statements, and estimated income tax impact of the transaction accounting adjustments.
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Exhibit 99.1
JACK IN THE BOX INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 28, 2025
(In thousands, except share and per share data)
| Historical | Del Taco Separation (A) | Transaction Accounting Adjustments | Pro Forma Financials | ||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash | $ | 51,531 | $ | (5,765) | $ | (1,438) | (B) | $ | 44,328 |
| Restricted cash | 30,282 | 30,282 | |||||||
| Accounts and other receivables, net | 90,311 | (16,567) | 73,744 | ||||||
| Inventories | 3,958 | (1,612) | 2,346 | ||||||
| Prepaid expenses | 15,826 | (2,222) | 13,604 | ||||||
| Current assets held for sale | 18,329 | 18,329 | |||||||
| Other current assets | 10,135 | (1,547) | 10,000 | 18,588 | |||||
| Total current assets | 220,372 | (27,713) | 8,562 | 201,221 | |||||
| Property and equipment: | |||||||||
| Property and equipment, at cost | 1,314,230 | (163,739) | 1,150,491 | ||||||
| Less accumulated depreciation and amortization | (870,622) | 63,749 | (806,873) | ||||||
| Property and equipment, net | 443,608 | (99,990) | — | 343,618 | |||||
| Other assets: | |||||||||
| Operating lease right-of-use assets | 1,371,454 | (366,430) | 1,005,024 | ||||||
| Intangible assets, net | 9,884 | (9,884) | — | ||||||
| Trademarks | 105,600 | (105,600) | — | ||||||
| Goodwill | 136,026 | 136,026 | |||||||
| Deferred tax assets | 41,268 | 20,233 | 61,501 | ||||||
| Other assets, net | 265,209 | (13,295) | 251,914 | ||||||
| Total other assets | 1,929,441 | (474,976) | — | 1,454,465 | |||||
| $ | 2,593,421 | $ | (602,679) | $ | 8,562 | $ | 1,999,304 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||||
| Current liabilities: | |||||||||
| Current maturities of long-term debt | $ | 29,489 | $ | (31) | $ | — | $ | 29,458 | |
| Current operating lease liabilities | 159,267 | (21,068) | 138,199 | ||||||
| Accounts payable | 71,101 | (14,752) | 56,349 | ||||||
| Accrued liabilities | 170,766 | (28,288) | 1,548 | (C), (D) | 144,026 | ||||
| Total current liabilities | 430,623 | (64,139) | 1,548 | 368,032 | |||||
| Long-term liabilities: | |||||||||
| Long-term debt, net of current maturities | 1,674,487 | (252) | (105,000) | (C) | 1,569,235 | ||||
| Long-term operating lease liabilities, net of current portion | 1,259,577 | (351,667) | 907,910 | ||||||
| Deferred tax liabilities | — | — | — | ||||||
| Other long-term liabilities | 167,005 | (25,526) | 141,479 | ||||||
| Total long-term liabilities | 3,101,069 | (377,445) | (105,000) | 2,618,624 | |||||
| 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, 83,012,784 issued | 830 | 830 | |||||||
| Capital in excess of par value | 542,177 | 542,177 | |||||||
| Retained earnings | 1,769,205 | (161,095) | 112,014 | (B), (D) | 1,720,124 | ||||
| Accumulated other comprehensive loss | (49,858) | (49,858) | |||||||
| Treasury stock, at cost, 64,120,270 shares | (3,200,625) | (3,200,625) | |||||||
| Total stockholders’ deficit | (938,271) | (161,095) | 112,014 | (987,352) | |||||
| $ | 2,593,421 | $ | (602,679) | $ | 8,562 | $ | 1,999,304 |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
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Exhibit 99.1
JACK IN THE BOX INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the 52-weeks Ended September 28, 2025
(In thousands, except per share data)
| Historical | Del Taco Separation (A) | Transaction Accounting Adjustments | Pro Forma Financials | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues: | |||||||||
| Company restaurant sales | $ | 627,344 | $ | (210,628) | $ | — | $ | 416,716 | |
| Franchise rental revenues | 368,643 | (35,908) | 332,735 | ||||||
| Franchise royalties and other | 232,820 | (34,503) | 198,317 | ||||||
| Franchise contributions for advertising and other services | 236,507 | (30,307) | 206,200 | ||||||
| 1,465,314 | (311,346) | — | 1,153,968 | ||||||
| Operating costs and expenses, net: | |||||||||
| Food and packaging | 171,077 | (54,605) | 116,472 | ||||||
| Payroll and employee benefits | 222,155 | (81,366) | 140,789 | ||||||
| Occupancy and other | 129,188 | (51,379) | 77,809 | ||||||
| Franchise occupancy expenses | 254,387 | (35,175) | 219,212 | ||||||
| Franchise support and other costs | 18,997 | (6,491) | 12,506 | ||||||
| Franchise advertising and other services expenses | 243,580 | (32,172) | 211,408 | ||||||
| Selling, general and administrative expenses | 149,635 | (31,278) | 118,357 | ||||||
| Depreciation and amortization | 58,314 | (18,714) | 39,600 | ||||||
| Pre-opening costs | 7,335 | (1,931) | 5,404 | ||||||
| Impairment of goodwill and intangible assets | 209,556 | (209,556) | — | ||||||
| Other operating expenses, net | 22,403 | (8,098) | 14,305 | ||||||
| (Gains) losses on the sale of company-operated restaurants | (3,243) | 2,674 | (569) | ||||||
| 1,483,384 | (528,091) | — | 955,293 | ||||||
| (Loss) earnings from operations | (18,070) | 216,745 | — | 198,675 | |||||
| Other pension and post-retirement expenses, net | 5,814 | 5,814 | |||||||
| Interest expense, net | 78,941 | 153 | (4,752) | (F) | 74,342 | ||||
| (Loss) earnings before income taxes | (102,825) | 216,592 | 4,752 | 118,519 | |||||
| Income tax (benefit) expense | (22,106) | 50,434 | 1,249 | (G) | 29,577 | ||||
| Net (loss) earnings | $ | (80,719) | $ | 166,158 | $ | 3,503 | $ | 88,942 | |
| (Loss) earnings per share: | |||||||||
| Basic | $ | (4.24) | $ | 4.67 | |||||
| Diluted | $ | (4.24) | $ | 4.64 | |||||
| Weighted-average shares outstanding: | |||||||||
| Basic | 19,054 | 19,054 | |||||||
| Diluted | 19,054 | 121 | (H) | 19,175 |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
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Exhibit 99.1
JACK IN THE BOX INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the 52-weeks Ended September 29, 2024
(In thousands, except per share data)
| Historical | Del Taco Separation (A) | Transaction Accounting Adjustments | Pro Forma Financials | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues: | |||||||||
| Company restaurant sales | $ | 709,035 | $ | (281,978) | $ | — | $ | 427,057 | |
| Franchise rental revenues | 375,428 | (28,201) | 347,227 | ||||||
| Franchise royalties and other | 238,170 | (32,791) | 205,379 | ||||||
| Franchise contributions for advertising and other services | 248,673 | (30,915) | 217,758 | ||||||
| 1,571,306 | (373,885) | — | 1,197,421 | ||||||
| Operating costs and expenses, net: | |||||||||
| Food and packaging | 199,271 | (73,207) | 126,064 | ||||||
| Payroll and employee benefits | 238,047 | (103,369) | 134,678 | ||||||
| Occupancy and other | 139,305 | (65,569) | 73,736 | ||||||
| Franchise occupancy expenses | 245,379 | (27,948) | 217,431 | ||||||
| Franchise support and other costs | 17,281 | (4,551) | 12,730 | ||||||
| Franchise advertising and other services expenses | 259,131 | (33,667) | 225,464 | ||||||
| Selling, general and administrative expenses | 143,233 | (42,642) | 100,591 | ||||||
| Depreciation and amortization | 59,776 | (21,483) | 38,293 | ||||||
| Pre-opening costs | 3,182 | (819) | 2,363 | ||||||
| Impairment of goodwill and intangible assets | 162,624 | (162,624) | — | ||||||
| Other operating expenses, net | 24,796 | (5,198) | 19,598 | ||||||
| (Gains) losses on the sale of company-operated restaurants | (3,255) | 1,448 | (1,807) | ||||||
| 1,488,770 | (539,629) | — | 949,141 | ||||||
| Earnings from operations | 82,536 | 165,744 | — | 248,280 | |||||
| Other pension and post-retirement expenses, net | 6,843 | 6,843 | |||||||
| Interest expense, net | 80,016 | 49 | (4,752) | (F) | 75,313 | ||||
| (Loss) earnings before income taxes | (4,323) | 165,695 | 4,752 | 166,124 | |||||
| Income tax expense | 32,372 | 6,936 | 1,253 | (G) | 40,561 | ||||
| Net (loss) earnings | $ | (36,695) | $ | 158,759 | $ | 3,499 | $ | 125,563 | |
| (Loss) earnings per share: | |||||||||
| Basic | $ | (1.87) | $ | 6.42 | |||||
| Diluted | $ | (1.87) | $ | 6.35 | |||||
| Weighted-average shares outstanding: | |||||||||
| Basic | 19,572 | 19,572 | |||||||
| Diluted | 19,572 | 202 | (H) | 19,774 |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
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Exhibit 99.1
JACK IN THE BOX INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the 52-weeks Ended October 1, 2023
(In thousands, except per share data)
| Historical | Del Taco Separation (A) | Transaction Accounting Adjustments | Pro Forma Financials | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues: | |||||||||
| Company restaurant sales | $ | 846,278 | $ | (432,530) | $ | — | $ | 413,748 | |
| Franchise rental revenues | 364,591 | (13,308) | 351,283 | ||||||
| Franchise royalties and other | 240,515 | (26,226) | 214,289 | ||||||
| Franchise contributions for advertising and other services | 240,922 | (24,932) | 215,990 | ||||||
| 1,692,306 | (496,996) | — | 1,195,310 | ||||||
| Operating costs and expenses, net: | |||||||||
| Food and packaging | 250,836 | (119,931) | 130,905 | ||||||
| Payroll and employee benefits | 274,598 | (147,241) | 127,357 | ||||||
| Occupancy and other | 163,273 | (94,053) | 69,220 | ||||||
| Franchise occupancy expenses | 229,602 | (13,150) | 216,452 | ||||||
| Franchise support and other costs | 12,328 | (2,256) | 10,072 | ||||||
| Franchise advertising and other services expenses | 253,533 | (25,666) | 227,867 | ||||||
| Selling, general and administrative expenses | 172,872 | (59,888) | (5,526) | (E) | 107,458 | ||||
| Depreciation and amortization | 62,287 | (26,273) | 36,014 | ||||||
| Pre-opening costs | 1,385 | (163) | 1,222 | ||||||
| Impairment of goodwill and intangible assets | — | — | |||||||
| Other operating expenses, net | 10,837 | (12,412) | (1,575) | ||||||
| (Gains) losses on the sale of company-operated restaurants | (17,998) | 17,772 | (226) | ||||||
| 1,413,553 | (483,261) | (5,526) | 930,292 | ||||||
| Earnings (loss) from operations | 278,753 | (13,735) | 5,526 | 265,018 | |||||
| Other pension and post-retirement expenses, net | 6,967 | 6,967 | |||||||
| Interest expense, net | 82,446 | (36) | (4,752) | (F) | 77,658 | ||||
| Earnings (loss) before income taxes | 189,340 | (13,699) | 10,278 | 185,919 | |||||
| Income tax expense (benefit) | 58,514 | (12,714) | 2,710 | (G) | 48,510 | ||||
| Net earnings (loss) | $ | 130,826 | $ | (985) | $ | 7,568 | $ | 137,409 | |
| Earnings per share: | |||||||||
| Basic | $ | 6.35 | $ | 6.67 | |||||
| Diluted | $ | 6.30 | $ | 6.62 | |||||
| Weighted-average shares outstanding: | |||||||||
| Basic | 20,603 | 20,603 | |||||||
| Diluted | 20,764 | 20,764 |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
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Exhibit 99.1
JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:
Del Taco Separation:
(A) Reflects the the removal of the assets, liabilities, and results of operations of Del Taco from the Company’s historical audited consolidated financial statements in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The net impact of the removal of assets and liabilities has been reflected as a reduction to retained earnings. This adjustment excludes the following:
1.Corporate overhead costs historically incurred by the Company that do not qualify as expenses of discontinued operations under ASC 205-20. Such costs include, but are not limited to, expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, insurance, and other shared corporate functions that historically supported Del Taco and will remain with Jack in the Box.
2.Intercompany balances and transactions between Jack in the Box and Del Taco, including intercompany receivables and payables, which have been eliminated in consolidation.
Transaction Accounting Adjustments:
(B) Reflects estimated net cash proceeds from the Transaction of $104.1 million, representing the aggregate purchase price of $119.0 million less estimated transaction costs and the deferred consideration, with the offsetting balance recorded to retained earnings. The net cash proceeds ultimately recognized may change based on adjustments to transaction costs and the working capital adjustments as defined in the Purchase Agreement. The pro forma adjustment to cash was also impacted by the repayment of debt outstanding under the Senior Notes and accrued interest, as discussed in note (C). Reflects addition of $10.0 million of other current assets related to the deferred consideration
The pro forma adjustment to cash was calculated as follows (in thousands):
| Estimated proceeds, net of transaction costs | $ | 104,136 |
|---|---|---|
| Payment on term loan, see note (C) | (105,000) | |
| Payment on accrued interest, see note (C) | (574) | |
| $ | (1,438) |
(C) Reflects repayment of $105.0 million of the Company's existing Senior Notes and $0.6 million of accrued interest using proceeds from the Transaction.
(D) Reflects the transaction costs expected to be incurred that have not been recognized in the historical financial statements. These expenses primarily relate to financial, legal and tax costs and are reflected as an accrual to accrued liabilities on the unaudited pro forma condensed consolidated balance sheet as of September 28, 2025, with the offsetting balance recorded to retained earnings.
(E) In connection with the Transaction, the Company and the Buyer entered into a transition services agreement whereby the Company will provide certain post-sale services on a transitional basis including services related to accounting, legal, human resources, and technology for a period of up to 6 months. Pro forma adjustment reflects income recognized under the transition services agreement of $5.5 million for the 52-weeks ended October 1, 2023, which is reflected as a reduction to selling, general, and administrative expenses.
(F) Reflects the reduction of the related interest expense of $4.8 million, $4.8 million, and $4.8 million for the 52-weeks ended September 28, 2025, September 29, 2024, and October 1, 2023, respectively, in connection with the $105.0 million repayment of the Senior Notes, which for purposes of the unaudited pro forma condensed combined financial statements is assumed to have occurred on October 3, 2022. See note (C).
(G) Reflects the estimated income tax impact of the transaction accounting adjustments. For all periods, the adjustment was calculated by applying the statutory income tax rate to each of the pre-tax pro forma adjustments, resulting in an increase
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Exhibit 99.1
of $1.2 million, $1.3 million, and $2.7 million for the 52-weeks ended September 28, 2025, September 29, 2024, and October 1, 2023, respectively.
(H) The pro forma adjustments resulted in a change from consolidated net loss to pro forma consolidated net earnings for the 52-weeks ended September 28, 2025 and September 29, 2024. As a result, the dilutive weighted-average shares outstanding have been adjusted to include those securities that would be dilutive in each respective period that have a net loss.