Jack In The Box INC 8-K Filing

Key Financial Figures

• $175,000 — reimburse the GreenWood Group for up to $175,000 of reasonable and documented out-of-poc
• $65,000 — al (i) Board service cash retainer of $65,000 and (ii) as applicable, committee membe
• $5,000 — membership cash retainers ranging from $5,000 to $10,000 depending on the committee.
• $10,000 — p cash retainers ranging from $5,000 to $10,000 depending on the committee. They will a

Filing Documents

• jack-20251103.htm (8-K) — 48KB
• ex101-nominationandcoopera.htm (EX-10.1) — 182KB
• ex991-pressreleasexbodanno.htm (EX-99.1) — 35KB
• deltacologo3.jpg (GRAPHIC) — 92KB
• jackinthebox.jpg (GRAPHIC) — 3KB
• 0000807882-25-000062.txt ( ) — 557KB
• jack-20251103.xsd (EX-101.SCH) — 2KB
• jack-20251103_lab.xml (EX-101.LAB) — 21KB
• jack-20251103_pre.xml (EX-101.PRE) — 12KB
• jack-20251103_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 3, 2025, Jack in the Box Inc., a Delaware corporation (the "Company") entered into a Nomination and Cooperation Agreement (the "Agreement") with GreenWood Investors, LLC (together with certain of its affiliates, "GreenWood," and together with its and their respective controlled affiliates, the "GreenWood Group"). Pursuant to the Agreement, effective as of November 7, 2025, the Board of Directors (the "Board") increased the size of the Board to 10 directors and appointed each of Mr. Alan Smolinisky and Mr. Mark King (together, the "New Directors") to fill the newly created vacancies, with initial terms expiring at the Company's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). The Board has also agreed to nominate and recommend in favor of each of the New Directors' election to the Board at the 2026 Annual Meeting. The Agreement will remain in effect until the date that is the earliest to occur of (i) 30 days prior to the deadline pursuant to the Company's Amended and Restated Bylaws for submissions of stockholder notices of director nominations at the Company's 2027 annual meeting of stockholders and (ii) 120 days prior to the anniversary of the date of the 2026 Annual Meeting, unless terminated earlier under certain circumstances (such period, the "Covered Period"). During the Covered Period, the Agreement provides, among other things, that: the size of the Board shall not exceed 10 directors without the prior written consent of GreenWood; as long as the GreenWood Group has aggregate beneficial ownership of at least 5% of the then-outstanding shares of the Company's common stock if, prior to the expiration of the Covered Period, Mr. Smolinisky is unable or unwilling to serve as a director, is removed as a director or otherwise ceases to be a director for any other reason, then the Board shall appoint a substitute replacement director candidate selected by GreenWood that is

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 3, 2025, the Company issued a press release announcing the Agreement and the appointment of the New Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in any such filing. Important Additional Information and Where to Find It The Company intends to file a definitive proxy statement (the "Proxy Statement") and a WHITE proxy card with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the 2026 Annual Meeting of Stockholders of the Company (the "Annual Meeting"). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD, AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Stockholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at https://investors.jackinthebox.com/financials/sec-filings/. Participant Information The Company, its directors, including, as of the date hereof, the New Directors, and certain of its executive officers are deemed to be "participants" (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company's stockholders in connection with the matters to be consid

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Nomination and Cooperation Agreemen t, dated as of November 3, 2025, b y and among the Company, Green Wood In vestors, LLC and the entities listed on Schedule A ther eto. 99.1 Press Release . dated November 3, 202 5, issued by the Company . 104 Cover Page Interactive Date File (embedded with 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 thereunto duly authorized. JACK IN THE BOX INC. November 7, 2025 /s/ Sarah Super Sarah Super EVP, Chief Legal & Administrative Officer

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