What changed in this filing

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Item 1. Business

2025-11-19 compared with 2024-11-21 · 39 added, 48 removed, 132 unchanged (40% of the section changed)

Jack in the Box Inc.

JACK), a Delaware corporation (the “Company” or “Jack in the Box”), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,200 restaurants across 22 states, and Del Taco®, one of the nation’s largest Mexican-American quick service restaurants (“QSR”) chains with approximately 600 restaurants across 17 states.

JACK), a Delaware corporation (the “Company” or “Jack in the Box”), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with 2,136 restaurants across 22 states, and Del Taco®, one of the nation’s largest Mexican-American quick service restaurants (“QSR”) chains with 576 restaurants across 18 states.

References to the Company throughout this Annual Report on Form 10-K are made using the first person notations of “we”, “us” and “our.”

In April, 2025, the Company announced a multi-faceted plan, which included exploring strategic alternatives for the Del Taco brand and the possible divestiture of that business.

On October 15, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Yadav Enterprises, Inc., a California corporation (“Buyer”) and Anil Yadav (“Buyer Guarantor”) to sell to Buyer all of the issued and outstanding equity interests of Del Taco Holdings Inc., a Delaware corporation (“Del Taco”), which owns and operates the Company’s Del Taco restaurant operations, for an aggregate purchase price of $115 million in cash, subject to certain closing cash, working capital, debt and transaction expense adjustments.

Restaurant Brands

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Jack in the Box opened its first restaurant in 1951 and has since become one of the nation’s largest hamburger chains.

Based on number of restaurants, the top 10 major markets of Jack in the Box comprise approximately 70% of the total system, and Jack in the Box is at least the third largest QSR hamburger chain in each of those major markets.

As of September 29, 2024, Jack in the Box operated and franchised 2,191 quick-service restaurants, primarily in the western and southern United States, including two in Guam and two in Mexico.

Based on number of restaurants, the top 10 major markets of Jack in the Box comprise approximately 70% of the total system, and Jack in the Box is at least the fourth largest QSR hamburger chain in each of those major markets.

As of September 28, 2025, Jack in the Box operated and franchised 2,136 quick-service restaurants, primarily in the western and southern United States, including two in Guam and three in Mexico.

Of those total Jack in the Box restaurants at fiscal year-end, 1,986, or 93%, were franchised.

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Del Taco's menu items taste better because they are made with quality ingredients like freshly grilled chicken and carne asada steak, fresh house-made guacamole, freshly grated cheddar cheese, slow-cooked beans made from scratch, and creamy Queso Blanco.

Founded in 1964, today Del Taco serves more than three million guests each week at its restaurants.

Founded in 1964, today Del Taco serves approximately two million guests each week at its restaurants.

Del Taco’s commitment to providing guests with the best quality and value for their money originates from cooking, chopping, shredding, and grilling menu items from scratch.

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Business Strategy

Our strategies are rooted in two foundational principles:

• Shape a High-Performance Culture - When we serve our people and our franchisees well, we will maximize the guest experience for all who interact with the brand.

• Leverage Innovation and Technology Platforms - Taking our history of strong innovation on menu and operations and placing that same forward thinking on digital and technology development.

We use these principles as a guide while executing on our four strategic pillars:

• Build Brand Loyalty by transforming our restaurant design, improving the image of existing restaurants, and enhancing the digital experience for our guests.

• Drive Operations Excellence by evolving training efforts in our restaurants, execution of our brand standard systems, and improving speed and consistency.

• Grow Restaurant Profits by developing and implementing financial fundamentals, influencing pricing with a dynamic model, and building our data advantage.

• Expand Our Brands Reach by creating modular and flexible restaurant designs, building company-operated stores to help seed growth, and increasing franchise candidate and restaurant site lead generations.

This strategy builds on our historical strengths with our Jack in the Box and Del Taco differentiated, challenger brands.

Those strengths include our uniquely broad menus, operational capabilities, passionate and loyal guests, committed team members and franchisees, and ability to invest in development and innovation that will deliver long term growth.

Del Taco Refranchising Strategy

In fiscal year 2024, we continued our refranchising strategy with three main intentions.

First, to create a company-wide asset-light model that will benefit from mitigating exposure to macroeconomic pressures;

second, to generate incremental development agreements throughout the refranchising process that provide a more robust unit growth pipeline than otherwise achievable;

and third, to provide a more efficient capital structure.

Our objective is to be asset-light as we navigate market forces.

We refranchised 47 Del Taco restaurants in fiscal year 2024, and 111 Del Taco restaurants in 2023.

In connection with the 2024 refranchising, we added 42 new development commitments.

Throughout 2025, we will continue refranchising and adjust the rate, pace and sequence of those efforts to balance the impact to earnings.

Our business strategies are rooted in our foundational principle of building a caring, high-performance culture that serves our franchisees and people well.

We use this foundational principle as a guide while executing on our four strategic pillars:

• Strengthen Our Foundation by executing our “Jack on Track” plan, modernizing our technology, implementing a focused development strategy, and building strong relationships with our franchisees.

• Build Brand Loyalty by accelerating our reimage program, and executing our CRAVED marketing strategy, which includes our craveable menu items, value offerings, product innovation, and driving loyalty via our mobile app and web platforms.

• Drive Operations Excellence by evolving training efforts in our restaurants, execution of our brand standard systems, improving speed and consistency, and transforming the digital guest experience.

• Grow Restaurant Profits by capturing cost savings while driving sales and maintaining a strong guest experience.

This strategy builds on our historical strengths which include our uniquely broad menus, operational capabilities, passionate and loyal guests, committed team members and franchisees, and ability to invest in development and innovation that will deliver long term growth.

Additionally, our Jack on Track plan unveiled in 2025 includes three key initiatives:

• Restaurant closure program :

Through block closure program, improving system health and encouraging franchisees to reinvest,

• Del Taco brand :

Exploring strategic alternatives which, as noted above it was determined that a sale was the optimal path forward, and

• Accelerate Cash Flow:

Through discontinuing dividend, reducing spend on company-owned new unit development, and focusing spend on initiatives that drive sales growth such as digital and technology, with majority of funds reallocated to debt paydown.

Franchising Program

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Some existing agreements provide for lower royalties for a limited time and may have variable rates.

We may offer development agreements to franchisees (referred to in this context as “Developers”) for construction of one or more new restaurants over a defined period of time and in a defined geographic area.

Developers may be required to pay fees for certain company-sourced new sites.

Developers may lose their rights to future development if they do not maintain the required opening schedule.

To stimulate growth, we have offered an incentive program that provides discounted royalty fees for franchisees who maintain development compliance and sign a Development Agreement for a minimum of three restaurants to be developed and opened under the development schedule during the timeframe specified under the Development Agreement.

The franchise agreement provides for an initial franchise fee of $35,000 per restaurant for a 20-year term, and royalty and marketing payments generally set at 5.0% and 4.0%, respectively, of gross sales.

Some existing agreements provide for lower royalties for a limited time and may have variable rates.

We may offer development agreements to franchisees for construction of one or more new restaurants over a defined period of time and in a defined geographic area.

Development Agreements

For each of our brands, we may offer development agreements to franchisees (referred to in this context as “Developers”) for construction of one or more new restaurants over a defined period of time and in a defined geographic area.

Developers may be required to pay fees for certain company-sourced new sites.

Developers may lose their rights to future development if they do not maintain the required opening schedule.

To stimulate growth, we have offered an incentive program that provides discounted royalty fees for multi-unit franchisees who agree to develop multiple restaurants pursuant to a Development Agreement in certain markets we have identified for further development and that we deem, in our sole determination, to be undeveloped, underdeveloped, or emerging in terms of the Del Taco brand’s market penetration;

it is not available in markets we deem to be mature in terms of the Del Taco brand’s market penetration.

To stimulate growth, we have offered an incentive program that provides discounted royalty fees or an interest free loan incentive for franchisees who maintain development compliance and sign a development agreement for multiple restaurants to be developed and opened under the development schedule during the timeframe specified.

We offer development agreements in certain markets we have identified for further development and that we deem to be undeveloped, underdeveloped, or emerging.

Site Selection and Design

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The goal of this design is to reduce build out costs, while also increasing real estate flexibility.

In addition, an approximate 2,003 square foot, 22-seat dining room building, and an approximate 2,450 square foot 50-seat dining room building designs are available.

In addition, certain larger dine-in dining room building designs are available.

The Del Taco restaurants are approximately 1,152 square feet, the restaurant can support a Y-Lane drive-thru configuration, provides a walk-up window for ordering and a dedicated pick-up window or lockers for mobile and third-party delivery orders.

The goal of this design is to reduce build out costs, while also increasing real estate flexibility.

In addition, an approximate 2,021 square-foot, 34-seat dining room building, and an approximate 2,304 square-foot 48-seat dining room building designs are available.

In addition, certain larger dine-in dining room building designs are available.

Restaurant Management and Operations

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At both brands, company-operated restaurant managers are supervised by district managers, who are overseen by director of operations, who report to vice president of operations.

Jack in the Box.

Restaurant managers are required to complete an extensive management training program involving a combination of in-restaurant instruction and on-the-job training in specially designated training restaurants.

Restaurant managers and supervisory personnel train other restaurant employees in accordance with detailed procedures and guidelines using training aids available at each location.

Restaurant managers, assistant managers, shift managers and team leaders are certified through a series of online and on the job training modules.

Every team member receives training modules focused on helping the team member clearly understand the brand and their role as well as modules focusing on the specifics of how to provide a consistent customer experience, how to complete specific tasks for their assigned position and ensure food safety.

Restaurant managers, assistant managers, shift managers and team leaders are certified through a series of online and on the job training modules, which help the team members clearly understand the brand and their role as well the specifics of how to provide a consistent customer experience, how to complete specific tasks for their assigned position and ensure food safety.

The training program is a blended learning approach including e-learning courses, hands-on exercises, and online knowledge validation tests.

Before certification, shift managers attend a 2-hour virtual training, assistant managers attend a 1-day in person class and general managers attend a 2 day in-person class, all led by the training department or certified trainer.

Before certification, shift managers attend a virtual training, and assistant managers and general managers attend an in person class in-person classes, all led by the training department or certified trainer.

Our “farm-to-fork” food safety program is designed to maintain high standards for the food products and food preparation procedures used by our vendors and in our restaurants.

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In addition, our food safety management program uses American National Standards Institute certified food safety training programs to train our company and franchise restaurant management employees on food safety practices for our restaurants.

At both brands, we contract with a single primary food service distributor for substantially all of our food and supplies.

At both brands, we contract with a single primary food service distributor for substantially all of our food, packaging and supplies.

Under the current contracts, this distributor will provide distribution services to both our Jack in the Box and Del Taco restaurants through August 2027.

The primary commodities purchased by Jack in the Box restaurants are beef, poultry, pork, cheese, and produce.

Taco meat is the largest commodity purchased by Del Taco.

We monitor and purchase commodities in order to minimize the impact of fluctuations in price and supply.

Taco meat, cheese and produce are the largest commodities purchased by Del Taco.

We monitor and purchase some commodities in order to minimize the impact of fluctuations in price and supply.

Contracts are entered into and commodity market positions may be secured when we consider them to be advantageous.

However, certain commodities remain subject to price fluctuations.

Most, if not all, essential food and beverage products are available or can be made available upon short notice from alternative qualified suppliers.

Most essential food and beverage products are available or can be made available upon relatively short notice from alternative qualified suppliers.

Information Systems

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We use multiple marketing channels to broadly drive brand awareness, which include, but are not limited to, television, connected TV, radio, digital and social media, outdoor and direct mail.

We may utilize local radio, print, internet advertising, and billboards for some of the less developed markets, reaching consumers through our branded mobile app and delivery partnerships.

We may utilize local radio, print and billboards for some of the less developed markets, reaching consumers through our branded mobile app and delivery partnerships.

Restaurant sales and profitability are subject to seasonal fluctuations because of factors such as vacation and holiday travel, seasonal weather conditions, and weather crises, all of which affect the public’s dining habits.

Competition and Markets

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Jack in the Box and Del Taco recognizes and takes care of its employees by paying competitive wages and offering a wide range of benefits and recognition programs.

We are proud of our employees, many who began their career in our restaurants as their first entry-level job, are given the opportunity to grow and advance their careers as we invest in their education and career development.

We are proud of our employees, many of whom began their career in our restaurants as their first entry-level job, are given the opportunity to grow and advance their careers as we invest in their education and career development.

As of September 28, 2025, for our combined brands, we had 5,046 employees, of whom 4,440 were restaurant employees, 553 were corporate management and staff, and 53 were field operations management.

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Our Total Rewards framework includes pay and recognition, health and wellness, financial well-being, work/life happiness, culture and community, and learning and development.

We take care in providing employees with market-competitive pay and benefits and flexibility with respect to benefit choices.

For our company-operated restaurant positions nationwide, positions are assigned to a pay range that best reflects geographic market pricing of similar jobs in the restaurant industry, and additionally for restaurants in CA, pay requirements under AB 1228 regulation.

Employees’ pay is reviewed annually.

We take care in providing employees with market-competitive pay and benefits and flexibility with regard to benefit choices.

For our company-operated restaurants nationwide, positions are assigned to a pay range that best reflects geographic market pricing of similar jobs in the restaurant industry, and additionally for restaurants in California, pay requirements under AB 1228 regulation.

We generally review employees’ pay annually.

All restaurant support center positions, and restaurant management positions, including hourly assistant managers and team leaders, are eligible for performance-based cash incentives.

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We share the median pay of our male and female employees in various position classifications with the Board of Directors, and we take remedial action as appropriate to ensure pay equity is maintained.

We offer a robust benefits package that includes medical, dental, vision insurance and an HMO plan;

We offer a robust benefits package that includes medical (including an HMO), dental, and vision insurance plans;

company-paid basic term life insurance;

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Generally, with the appropriate renewal and use, the registration of our service marks and trademarks will continue indefinitely.

Government Regulation

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business