|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
JACK IN THE BOX INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
466367109 (CUSIP Number) |
Sardar Biglari Biglari Holdings Inc., 19100 Ridgewood Pkwy, Suite 1200 San Antonio, TX, 78259 210-344-3400 Michael Neidell, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/12/2026 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
Biglari Holdings Inc. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
INDIANA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
200,617.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
200,617.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
200,617.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
1.1 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
LION FUND, L.P. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
542,700.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
542,700.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
542,700.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
2.9 % |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
LION FUND II, L.P. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
1,140,952.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
1,140,952.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
1,140,952.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
6.0 % |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
Southern Pioneer Property & Casualty Insurance Company |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
ARKANSAS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
106,317.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
106,317.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
106,317.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
0.6 % |
| 14 |
Type of Reporting Person (See Instructions)
IC |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
First Guard Insurance Company |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
ARIZONA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
21,900.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
21,900.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
21,900.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
0.1 % |
| 14 |
Type of Reporting Person (See Instructions)
IC |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
Biglari Reinsurance Ltd. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC, OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
BERMUDA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
148,217.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
148,217.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
148,217.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
0.8 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
Biglari Insurance Group Inc. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
148,217.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
148,217.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
148,217.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
0.8 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
Western Sizzlin Corporation |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
52,400.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
52,400.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
52,400.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
0.3 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
BIGLARI CAPITAL CORP. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
TEXAS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
1,683,652.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
1,683,652.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
1,683,652.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
8.9 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 466367109 |
| 1 |
Name of reporting person
BIGLARI, SARDAR |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
1,884,269.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
1,884,269.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
1,884,269.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
9.98 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Common Stock |
| (b) |
Name of Issuer:
JACK IN THE BOX INC |
| (c) |
Address of Issuer's Principal Executive Offices:
9357 SPECTRUM CENTER BLVD, SAN DIEGO,
CALIFORNIA
, 92123-1516. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
The Reporting Persons have withdrawn their nomination of Douglas Thompson as a nominee at the Annual Meeting due to his appointment as Chief Operations Officer of CAVA. The Reporting Persons intend to continue to engage in discussions with the Issuer regarding the composition of the Board, including with respect to an alternate, qualified candidate proposed by the Reporting Persons, and, depending on the outcome thereof, may determine to engage in a withhold campaign against one or more directors of the Issuer at the Annual Meeting. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
The disclosure in Item 4 is hereby incorporated by reference herein.
On January 14, 2026, the Reporting Persons terminated the Joint Filing and Solicitation Agreement and entered into a new Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
99.1 - Joint Filing Agreement by and among the Reporting Persons, dated January 14, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Biglari Holdings Inc. |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Chairman and Chief Executive Officer | |
| Date: | 01/14/2026 |
LION FUND, L.P. |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner | |
| Date: | 01/14/2026 |
LION FUND II, L.P. |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner | |
| Date: | 01/14/2026 |
Southern Pioneer Property & Casualty Insurance Company |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Authorized Signatory | |
| Date: | 01/14/2026 |
First Guard Insurance Company |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Authorized Signatory | |
| Date: | 01/14/2026 |
Biglari Reinsurance Ltd. |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Chairman and Chief Executive Officer | |
| Date: | 01/14/2026 |
Biglari Insurance Group Inc. |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Chairman of the Board | |
| Date: | 01/14/2026 |
Western Sizzlin Corporation |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, President | |
| Date: | 01/14/2026 |
BIGLARI CAPITAL CORP. |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari, Chairman and Chief Executive Officer | |
| Date: | 01/14/2026 |
BIGLARI, SARDAR |
| Signature: | /s/ Sardar Biglari | |
| Name/Title: | Sardar Biglari | |
| Date: | 01/14/2026 |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock of Jack in the Box Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| Biglari Holdings Inc. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer | ||
| Date: | 01/14/2026 | |
| LION FUND, L.P. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner | ||
| Date: | 01/14/2026 | |
| LION FUND II, L.P. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner | ||
| Date: | 01/14/2026 | |
| Southern Pioneer Property & Casualty Insurance Company | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Authorized Signatory | ||
| Date: | 01/14/2026 | |
| First Guard Insurance Company | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Authorized Signatory | ||
| Date: | 01/14/2026 | |
| Biglari Reinsurance Ltd. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer | ||
| Date: | 01/14/2026 | |
| Biglari Insurance Group Inc. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman of the Board | ||
| Date: | 01/14/2026 | |
| Western Sizzlin Corporation | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, President | ||
| Date: | 01/14/2026 | |
| BIGLARI CAPITAL CORP. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer | ||
| Date: | 01/14/2026 | |
| BIGLARI, SARDAR | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari | ||
| Date: | 01/14/2026 | |