Bjs Restaurants INC 8-K Filing
Ticker: BJRI · Form: 8-K · Filed: Nov 17, 2025 · CIK: 1013488
Sentiment: neutral
Filing Stats: 907 words · 4 min read · ~3 pages · Grade level 15.2 · Accepted 2025-11-17 16:05:30
Filing Documents
- f8k_111725.htm (8-K) — 25KB
- exh_101.htm (EX-10.1) — 20KB
- 0001171843-25-007384.txt ( ) — 213KB
- bjri-20251117.xsd (EX-101.SCH) — 3KB
- bjri-20251117_lab.xml (EX-101.LAB) — 33KB
- bjri-20251117_pre.xml (EX-101.PRE) — 22KB
- f8k_111725_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement . On November 14, 2025, BJ's Restaurants, Inc. (the "Company") entered into an Amendment to Cooperation Agreement (the "Amendment) with Act III Holdings, LLC ("Act III Holdings"), Act III Management, LLC ("Act III Management"), BJ's Act III, LLC ("BJ's Act III"), and SC 2018 Trust LLC (the "2018 Trust" and, collectively with Act III Holdings, Act III Management, and BJ's Act III, the "Act III Parties"), which amended its Cooperation Agreement (the "Act III Cooperation Agreement'), dated December 30, 2024, between the Company and the Act III Parties. The Amendment (i) extended the expiration date of the Act III Cooperation Agreement to June 30, 2027 from May 4, 2027, and (ii) amended the standstill restrictions to permit the Act III Parties and their respective Affiliates to acquire additional beneficial ownership of the Company's Common Stock so long as such beneficial ownership does not result in Act III and its Affiliates owning or having economic exposure equal to, in the aggregate, more than 2,091,011 shares of Company Common Stock (representing approximately 9.9% of the Company's outstanding Common Stock as of the date of the Amendment), but excluding shares currently owned by Noah Elbogen or acquired by him after the date of the Amendment as a result of equity grants made to him in connection with his service on the Company's Board of Directors (the "Act III Ownership Cap"). A summary of the Act III Cooperation Agreement, as amended by the Amendment, is set forth below: (i) The Act III Parties will be having economic exposure in aggregate amount in excess of the Act III Ownership Cap, proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions; (ii) The Act III Parties will vote all s
01 Exhibits
Item 9.01 Exhibits . Exhibit No. Description 10.1 Amendment to Cooperation Agreement, dated November 14, 2025, among the Company, Act III Holdings, LLC, Act III Management, LLC, BJ's Act III, LLC, and SC 2018 Trust LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 hereunto duly authorized. November 17, 2025 BJ'S RESTAURANTS, INC. (Registrant) By: /s/ LYLE D. TICK Lyle D. Tick, Chief Executive Officer, President, and Director