Jack in the Box adopts stockholder rights plan after Biglari stake

SAN DIEGO - Jack in the Box Inc. (NASDAQ:JACK), currently trading at $19.09 and showing an 11.3% gain over the past week, announced Wednesday that its Board of Directors has unanimously adopted a limited-duration stockholder rights plan, commonly known as a "poison pill," in response to a significant share accumulation by Biglari Capital Corp. According to InvestingPro analysis, the company currently offers a substantial 9.2% dividend yield and has maintained dividend payments for 12 consecutive years.

The fast-food restaurant operator, which InvestingPro data shows has experienced a challenging year with a nearly 59% stock price decline, said Biglari privately informed the company that it now owns 9.9% of Jack in the Box’s common stock and intends to increase its stake. The rights plan is effective immediately.

Under the terms of the plan, if any person or group acquires 12.5% or more of the company’s outstanding common stock, all other stockholders would be entitled to purchase additional shares at a 50% discount to the market price.

"Jack in the Box’s Board is committed to protecting our stockholders and remains confident in management’s ability to execute the Company’s JACK on Track plan," said David L. Goebel, Independent Chairman of the Board, in a statement based on the press release.

The company stated that the rights plan is designed to enable stockholders to realize long-term value and ensure fair treatment in the event of any proposed takeover. Current stockholders who already own more than the triggering percentage may retain their shares but cannot acquire additional stock without triggering the plan.

Jack in the Box operates approximately 2,190 restaurants across 22 states and also owns Del Taco, which has about 590 locations across 17 states.

The rights plan is similar to those adopted by other publicly traded companies and is not intended to deter fair offers, according to the company’s statement. Additional details about the rights plan are available in a Form 8-K filed with the Securities and Exchange Commission.

In other recent news, Jack in the Box Inc. reported its second-quarter earnings for 2025, exceeding expectations with an earnings per share (EPS) of $1.20, surpassing the forecast of $1.07. However, the company’s revenue fell short of projections, coming in at $336.7 million compared to the expected $345.76 million. UBS analyst Dennis Geiger adjusted the price target for Jack in the Box shares, reducing it to $27.00 from $44.00 while maintaining a Neutral rating, citing ongoing sales challenges. Stifel also downgraded Jack in the Box stock to Hold from Buy, expressing concerns over potential sales headwinds due to aggressive immigration policies.

In leadership changes, Jack in the Box appointed Shannon McKinney as the chief operating officer, bringing over 25 years of industry experience to the role. Additionally, Dawn Hooper was named the new chief financial officer, having served as interim principal financial officer since October 2024. The company is also exploring strategic alternatives for its Del Taco brand, with early interest noted, and continues to implement its "Jack on Track" plan to strengthen its balance sheet and prioritize debt reduction. Despite the mixed financial performance, Jack in the Box is focused on digital sales growth and technology modernization to drive future business success.

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