8 unchanged sentences
The growth of our business can make it increasingly difficult to locate and hire sufficient numbers of employees, to maintain an effective system of internal controls, and to train employees to deliver a consistently high-quality product and customer experience, which could materially harm our business and results of operations.
−Removed: Furthermore, we have experienced, and could continue to experience, a shortage of labor for restaurant positions, including due to concerns around and illnesses arising from COVID-19 and its various novel variants and other factors, which could decrease the pool of available qualified talent for key functions and require restaurants to operate on reduced hours.
−Removed: In addition, our wages and benefits programs may be insufficient to attract and retain the top performing employees especially in a rising wage market.
Changes in consumer confidence and declines in general economic conditions could negatively impact our financial results.
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In addition, if any of our distributors, suppliers, vendors, or other contractors fail to meet our quality or safety standards or otherwise do not perform adequately, or if any one or more of them seeks to terminate its agreement or fails to perform as anticipated, or if there is any disruption in any of our distribution or supply relationships or operations for any reason, our business reputation, financial condition, and results of operations may be materially affected.
−Removed: The COVID-19 pandemic has disrupted and may continue to disrupt our business, which has affected and could continue to materially affect our operations, financial condition, and results of operations for an extended period of time.
−Removed: The COVID-19 pandemic outbreak, federal, state and local government responses to COVID-19 and our responses to the outbreak have all disrupted and may continue to disrupt our business.
−Removed: Our operating results substantially depend upon our sales volumes, restaurant profitability, and financial stability, and to the extent we and/or our franchisees experience financial distress due to the COVID-19 pandemic, our operating results may be adversely impacted, potentially materially affecting our liquidity, financial condition, or results of operations.
−Removed: Our business has been disrupted and could be further disrupted to the extent our suppliers, distributors, and/or third-party delivery partners are adversely impacted by the COVID-19 pandemic.
−Removed: If our suppliers, distributors, and/or third-party delivery partners experience labor shortages or their employees are unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, we could face cost increases, shortages of food items, shortages of delivery services, and/or shortages of other supplies across our restaurants, and our results could be adversely impacted by such interruptions.
−Removed: The COVID-19 outbreak also may have the effect of heightening many other risks disclosed herein, including, but not limited to, those related to consumer confidence, increase in food and commodity costs, supply chain interruptions, labor availability and cost, cybersecurity incidents, increased indebtedness, regulatory and legal complexity, governmental regulations, and our stock price.
Risks Related to Human Capital
31 unchanged sentences
These competitors may have, among other things, a more diverse menu, lower operating costs and prices, better locations, better facilities, more effective marketing, and more efficient operations than we do.
−Removed: Such increased competition could decrease the demand for our products and negatively affect our sales, operating results, profits, business and financial position, and prospects (collectively, our “financial results”).
+Added: Such increased competition could decrease the demand for our products and negatively affect our financial results.
While we continue to make improvements to our facilities, to implement new service, technology, and training initiatives, and to introduce new products, there can be no assurance that such efforts will generate increased sales or sufficient customer interest.
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Although we test and audit these activities, we cannot guarantee that all food items are safely and properly maintained during transport or distribution throughout the supply chain.
−Removed: Additionally, past reports linking nationwide or regional incidents of food-borne illnesses such as salmonella, E.
−Removed: coli, and listeria to certain products such as produce and proteins, or human-influenced illness such as hepatitis A or norovirus, have resulted in consumers avoiding certain products and restaurant concepts for a period of time.
+Added: Additionally, past reports linking nationwide or regional incidents of food-borne illnesses such as pathogenic Salmonella, E.coli, and Listeria to certain products such as produce and proteins, or human-influenced illness such as hepatitis A or norovirus, have resulted in consumers avoiding certain products and restaurant concepts for a period of time.
Similarly, reaction to media-influenced reports of Avian Flu, incidents of “mad cow” disease, or similar concerns have also caused some consumers to avoid products that are, or are suspected of being, affected and could have an adverse effect on the price and availability of affected ingredients.
6 unchanged sentences
We may not achieve our development goals.
−Removed: We intend to grow Jack in the Box and Del Taco primarily through new restaurant development by franchisees, both in existing markets and in new markets.
+Added: We intend to grow the business primarily through new restaurant development by franchisees, both in existing markets and in new markets.
Development involves substantial risks, including the risk of:
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Our inability to expand in accordance with our plans or to manage the risks associated with our growth could have a material adverse effect on our results of operations and financial condition.
−Removed: The continued integration of the Jack in the Box and Del Taco businesses may be more difficult, time consuming, or costly than expected.
−Removed: The combination of two independent businesses can be complex, costly, and time-consuming, and it may divert significant management attention and resources.
−Removed: This process may disrupt our business or otherwise impact our ability to compete.
−Removed: The failure to realize the anticipated benefits of integrating the two businesses could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.
−Removed: The overall combination of the Jack in the Box and Del Taco businesses may also result in material unanticipated problems, expenses, liabilities, competitive responses and impacts, and loss of customer and other business relationships.
−Removed: The difficulties of combining the operations include, among others:
−Removed: • difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure, supplier and vendor arrangements and financial reporting and internal control systems;
−Removed: • challenges in conforming standards, controls, procedures and accounting policies and business cultures;
−Removed: • differences in control environments and cultures;
−Removed: • difficulties in integrating and aligning policies, principles and practices;
−Removed: • alignment of key performance measurements may result in a greater need to communicate and manage clear expectations while we work to integrate and align policies and practices;
−Removed: • difficulties in integrating employees and attracting and retaining key personnel;
−Removed: • challenges in retaining existing customers and obtaining new customers;
−Removed: • difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from the combination;
−Removed: • difficulties in managing the expanded operations of a significantly larger and more complex company.
−Removed: Additionally, uncertainties over the integration process could cause customers, suppliers, distributors, and others to seek to change or cancel our existing business relationships or to refuse to renew existing relationships.
−Removed: Competitors may also target our existing customers by highlighting potential uncertainties and integration difficulties.
−Removed: Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs, and diversion of management time and energy, which could materially impact our business, financial condition and results of operations.
Our highly-franchised business model presents a number of risks, and the failure of our franchisees to operate successful and profitable restaurants could negatively impact our business.
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Although we believe that alternative supply and distribution sources are available, there can be no assurance that we will be able to identify or negotiate with such sources on terms that are commercially reasonable to us.
+Added: The pending sale of Del Taco may not be completed on the anticipated terms or timeline, or at all, and may involve risks and uncertainties that could adversely affect our business, financial condition, and results of operations.
+Added: On October 15, 2025, we entered into a definitive agreement to sell Del Taco to Yadav Enterprises, Inc.
+Added: for an aggregate purchase price of $115 million, subject to customary adjustments.
+Added: The completion of the sale is subject to various closing conditions, including regulatory approvals, third-party consents, financing, etc., many of which are beyond our control.
+Added: There can be no assurance that these conditions will be satisfied in a timely manner, or at all.
+Added: If the transaction is not completed, we may be subject to various risks, including incurring significant transaction costs without realizing the anticipated benefits of the sale, potential disruption to the business unit’s operations and employee relationships, and negative reactions from customers, suppliers, or other business partners.
+Added: Even if the sale is completed, we may not realize the expected strategic or financial benefits.
+Added: We could face transitional challenges, including potential loss of revenue or synergies, costs associated with separation activities, and the diversion of management’s attention from ongoing operations.
+Added: In addition, the sale could result in the recognition of material accounting charges or changes to our tax position, which could adversely affect our results of operations in the period in which the transaction closes.
+Added: If the transaction is delayed or fails to close, or if the post-closing transition is more difficult or costly than anticipated, our business, financial condition, and results of operations could be materially and adversely affected.
Risks Related to Legal and Regulatory Risks
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Actions of activist stockholders could cause us to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business.
−Removed: From time to time, we may be subject to proposals by stockholders urging us to take certain corporate actions.
−Removed: If activist stockholder activities ensue, our business could be adversely affected because responding to proxy contests and reacting to other actions by activist stockholders can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees.
−Removed: For example, we may be required to retain the services of various professionals to advise us on activist stockholder matters, including legal, financial, and communications advisers, the costs of which may negatively impact our future financial results.
−Removed: In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist stockholder initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, customers, employees, and joint venture partners, and cause our stock price to experience periods of volatility or stagnation.
+Added: We are currently engaged in a proxy contest with an activist stockholder who has notified us of its intention to nominate two candidates for election to our Board of Directors at our upcoming annual meeting of stockholders.
+Added: Responding to this proxy contest, and any related activist stockholder activities, could require significant time, attention, and resources from our management and Board, and may result in substantial legal, advisory, and administrative expenses.
+Added: For example, we may be required to engage legal, financial, and communications advisers to assist in responding to the proxy contest, and these costs may adversely impact our financial results.
+Added: Furthermore, the market’s perception of the proxy contest or the activist stockholder’s campaign could cause volatility or stagnation in the trading price of our common stock.
+Added: Even if we prevail in the proxy contest, the process of defending against such activities could divert management’s focus from operating our business and implementing our strategic initiatives, which could adversely affect our business, financial condition, and results of operations.
Risks Related to Information and Technology
17 unchanged sentences
We collect and maintain personal information about our employees and our guests and are seeking to provide our guests with new digital experiences.
−Removed: These digital experiences will require us to open up access into our POS systems to allow for capabilities like mobile order and pay, third party delivery, and digital menu boards.
+Added: These digital experiences will require us to integrate into our POS systems to allow for capabilities like mobile order and pay, third party delivery, and digital menu boards.
The collection and use of personal information are regulated at the federal and state levels;
such regulations include the California Consumer Privacy Act.
−Removed: We increasingly rely on cloud computing and other technologies that result in third parties holding significant amounts of customer, employee, and franchisee information on our behalf.
+Added: We increasingly rely on cloud computing and other technologies that result in third parties holding various customer, employee, and franchisee information on our behalf.
There has been an increase over the past several years in the frequency and sophistication of attempts to compromise the security of these types of systems.
42 unchanged sentences
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.