What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-19 compared with 2024-11-21 · 354 added, 373 removed, 1315 unchanged (36% of the section changed)

23 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 28, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 29, 2024 and October 1, 2023, the related consolidated statements of operations, comprehensive (loss) income, cash flows and stockholders’ deficit for each of the fifty-two week periods ended September 29, 2024, October 1, 2023 and October 2, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated November 20, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 28, 2025 and September 29, 2024, the related consolidated statements of operations, comprehensive (loss) income, cash flows and stockholders’ deficit for each of the fifty-two week periods ended September 28, 2025, September 29, 2024 and October 1, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated November 19, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

19 unchanged sentences

During the last fiscal quarter, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On August 16, 2024, the Company adopted a Rule 10b5-1 trading arrangement to repurchase shares of the Company’s common stock up to an aggregate purchase price of $15.0 million.

This Rule10b5-1 trading arrangement subsequently terminated on September 27, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

31 unchanged sentences

8-K 12/6/2021

2.2 Stock Purchase Agreement, dated as of October 15, 2025, by and between Jack in the Box Inc., Yadav Enterprises, Inc.

and Anil Yadav

8-K 10/16/2025

3.1 Certificate of Amendment of Restated Certificate of Incorporation dated September 21, 2007

10 unchanged sentences

8-K 2/15/2022

4.5 Stockholder Protection Rights Agreement, dated as of July 1, 2025, between the Company and Computershare Trust Company, N.A., as Rights Agent, including as Exhibit A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of the Participating Preferred Stock of the Company

4.6 Amendment No.

1 to Stockholder Protection Rights Agreement, dated as of September 8, 2025, between the Company and Computershare Trust Company, N.A., as Rights Agent

Number Description Form Filed with SEC

10.1.20 Class A-1 Note Purchase Agreement, dated as of July 8, 2019, by and among Jack in the Box Funding, LLC, as Master Issuer, each of Different Rules, LLC, Jack in the Box Properties, LLC and Jack in the Box SPV Guarantor, LLC, as Guarantors, Jack in the Box Inc.

4 unchanged sentences

8-K 12/6/2021

Number Description Form Filed with SEC

10.1.24 Voting Agreement, dated as of December 5, 2021, by and among Jack in the Box Inc., Levy Family Partners LLC, Lawrence F.

8 unchanged sentences

8-K 2/15/2022

10.1.28 Nomination and Cooperation Agreement, dated as of November 3, 2025, by and among the Company, GreenWood Investors, LLC and the entities listed on Schedule A thereto.

8-K 11/7/2025

10.2* Form of Compensation and Benefits Assurance Agreement for Executives

6 unchanged sentences

10-K 11/18/2020

10.2.20* Tim Mullany Separation and Release Agreement, dated February 2, 2023

10-Q 3/1/2023

10.2.21* Offer Letter by and between Brian Scott and Jack in the Box Inc., dated August 8, 2023

10.2.20* Offer Letter by and between Carl Mount and Jack in the Box Inc., dated July 18, 2024

_____ Filed herewith

10-K 11/20/2024

10.2.21* Dean Gordon Consulting Services Agreement, dated August 5, 2024

_____ Filed herewith

10-K 11/20/2024

10.2.22* Offer Letter by and between Lance Tucker and Jack in the Box Inc., dated November 6, 2024

15 unchanged sentences

DEF 14A 1/25/2017

Number Description Form Filed with SEC

10.8.1* Form of Restricted Stock Award for officers and certain members of management under the 2004 Stock Incentive Plan

15 unchanged sentences

10-Q 2/19/2015

Number Description Form Filed with SEC

10.8.9* Form of Time-Vesting Restricted Stock Unit Award Agreement under the 2004 Stock Incentive Plan

34 unchanged sentences

19.1 Insider Trading Policy

_____ Filed herewith

10-K 11/20/24

21.1 Subsidiaries of the Registrant

19 unchanged sentences

101.DEF iXBRL Taxonomy Extension Definition Linkbase Document

Number Description Form Filed with SEC

101.LAB iXBRL Taxonomy Extension Label Linkbase Document

11 unchanged sentences

/s/ DAWN HOOPER

Interim Chief Financial Officer (principal financial officer)

Chief Financial Officer (principal financial officer)

November 19, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Each person whose signature appears below constitutes and appoints Darin Harris and Dawn Hooper, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof.

Each person whose signature appears below constitutes and appoints Lance Tucker and Dawn Hooper, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof.

Signature Title Date

/s/ DARIN HARRIS Chief Executive Officer and Director (principal executive officer) November 20, 2024

/s/ DAWN HOOPER Interim Chief Financial Officer (principal financial officer and principal accounting officer) November 20, 2024

/s/ LANCE TUCKER Chief Executive Officer and Director (principal executive officer) November 19, 2025

/s/ DAWN HOOPER Chief Financial Officer (principal financial officer and principal accounting officer) November 19, 2025

GOEBEL Director and Chairman of the Board November 19, 2025

2 unchanged sentences

Guillermo Diaz, Jr.

/s/ SHARON P.

JOHN Director November 20, 2024

/s/ MADELEINE A.

11 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Cash Flows

8 unchanged sentences

We have audited the accompanying consolidated balance sheets of Jack in the Box Inc.

and subsidiaries (the Company) as of September 29, 2024 and October 1, 2023, the related consolidated statements of operations, comprehensive (loss) income, cash flows, and stockholders’ deficit for each of the fifty-two week periods ended September 29, 2024, October 1, 2023 and October 2, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 29, 2024 and October 1, 2023, and the results of its operations and its cash flows for each of the fifty-two week periods ended September 29, 2024, October 1, 2023 and October 2, 2022, in conformity with U.S.

and subsidiaries (the Company) as of September 28, 2025 and September 29, 2024, the related consolidated statements of operations, comprehensive (loss) income, cash flows, and stockholders’ deficit for each of the fifty-two week periods ended September 28, 2025, September 29, 2024 and October 1, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 28, 2025 and September 29, 2024, and the results of its operations and its cash flows for each of the fifty-two week periods ended September 28, 2025, September 29, 2024 and October 1, 2023, in conformity with U.S.

generally accepted accounting principles.

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(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Valuation of goodwill related to the Del Taco brand

As discussed in Notes 1 and 5 to the consolidated financial statements, the goodwill balance as of September 29, 2024 was $25.4 million related to the Del Taco brand.

Goodwill is evaluated for impairment annually during the third quarter of each year, or more frequently if indicators of impairment are present.

Goodwill is evaluated for impairment by determining whether the fair value of the Company’s reporting units exceed their carrying values.

The Company’s reporting units are their two restaurant brands, Jack in the Box and Del Taco.

We identified the evaluation of the goodwill impairment analysis for the Del Taco brand reporting unit as a critical audit matter.

Evaluating the estimated fair value of the reporting unit involved a high degree of subjective auditor judgment.

Specifically, the revenue growth rate assumptions used in estimating the fair value of the Del Taco brand reporting unit were challenging to evaluate as changes in these assumptions could have had a significant effect on the Company’s assessment of the impairment of the goodwill of that reporting unit.

Valuation of goodwill and trademark related to the Del Taco reporting unit

As discussed in Notes 1 and 5 to the consolidated financial statements, goodwill and indefinite-lived intangible assets, which includes the Del Taco trademark, are evaluated for impairment annually during the third quarter of each year, and more frequently if events and circumstances warrant.

Goodwill and trademark balances are evaluated for impairment by determining whether the fair value of the Company’s reporting units or the fair value of the trademark, respectively, exceed their carrying values.

During the second quarter of 2025, the Company identified triggering events that indicated the goodwill allocated to the Del Taco reporting unit might be impaired.

As a result, the Company performed a quantitative test over the Del Taco reporting unit, noting the fair value of the reporting unit was less than the carrying value, which resulted in an impairment of the entire goodwill balance of $25.3 million.

The Company also performed a quantitative analysis over the Del Taco trademark and as a result recorded impairment of $177.9 million.

The valuation of the Del Taco reporting unit used a blended approach with a discounted cash flow analysis in conjunction with a market approach.

The estimated fair value used in the assessment of the Del Taco trademark was determined using the relief from royalty method.

We identified the evaluation of the goodwill impairment analysis for the Del Taco reporting unit and the impairment analysis of the Del Taco trademark as a critical audit matter.

Evaluating the key assumptions used to determine the estimated fair values of the reporting unit and trademark involved a high degree of subjective auditor judgment.

Specifically, the revenue growth rate assumptions used in estimating the fair value of the Del Taco reporting unit and the brand royalty rate assumption used in estimating the fair value of the Del Taco trademark were challenging to evaluate as changes to these assumptions could have had a significant impact on the assessment of the impairment of goodwill and the trademark, respectively.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment

process, which included a control related to the review of the revenue growth rate assumptions used in the projected financial information.

We evaluated the reasonableness of the revenue growth rate assumptions for the Del Taco brand reporting unit by comparing the revenue growth rate assumptions to industry reports.

We also compared the Company’s revenue growth rate assumptions to historical revenue growth rate trends to assess the Company’s ability to accurately forecast.

In addition, we performed sensitivity analyses over the Company’s revenue growth rate assumptions to assess the impact any changes to those assumptions could have had on the Company’s fair value estimate.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill and trademark impairment assessment processes, including controls over the revenue growth rate assumptions used in the projected financial information and the brand royalty rate assumption used in the relief from royalty method.

We evaluated the reasonableness of the revenue growth rate assumptions for the Del Taco reporting unit by comparing them to industry reports and to historical revenue growth rate trends.

In addition, we performed sensitivity analyses over such revenue growth rate assumptions to assess the impact changes to the assumptions could have had on the Company’s fair value estimate.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the brand royalty rate assumption for the Del Taco trademark by comparing the rate to other restaurant royalty.

We have served as the Company’s auditor since 1986.

6 unchanged sentences

September 28,

2024 October 1,

2025 September 29,

Current assets:

4 unchanged sentences

Prepaid expenses 15,826 13,126

Current assets held for sale 16,493 13,925

Assets held for sale 18,329 16,493

Other current assets 10,135 10,002

13 unchanged sentences

Goodwill 136,026 161,209

Deferred tax assets 41,268 —

Other assets, net 265,209 259,006

45 unchanged sentences

Pre-opening costs 7,335 3,182 1,385

Goodwill impairment 162,624 — —

Impairment of goodwill and intangible assets 209,556 162,624 —

Other operating expense, net 22,403 24,796 10,837

1 unchanged sentence

1,483,384 1,488,770 1,413,553

Earnings from operations 82,536 278,753 248,270

(Loss) earnings from operations ( 18,070 ) 82,536 278,753

Other pension and post-retirement expenses, net 5,814 6,843 6,967

Interest expense, net 78,941 80,016 82,446

Earnings from continuing operations and before income taxes ( 4,323 ) 189,340 161,892

Income taxes 32,372 58,514 46,111

(Loss) earnings before income taxes ( 102,825 ) ( 4,323 ) 189,340

Income tax (benefit) expense ( 22,106 ) 32,372 58,514

Net (loss) earnings $ ( 80,719 ) $ ( 36,695 ) $ 130,826

Net (loss) earnings per share — basic $ ( 1.87 ) $ 6.35 $ 5.46

Net (loss) earnings per share — diluted $ ( 1.87 ) $ 6.30 $ 5.45

(Loss) earnings per share:

Basic $ ( 4.24 ) $ ( 1.87 ) $ 6.35

Diluted $ ( 4.24 ) $ ( 1.87 ) $ 6.30

Cash dividends declared per common share $ 0.88 $ 1.76 $ 1.76

7 unchanged sentences

Other comprehensive income:

Actuarial (losses) gains arising during the period ( 9,856 ) 823 24,249

Actuarial gains (losses) arising during the period 7,705 ( 9,856 ) 823

Amortization of actuarial losses and prior service cost reclassified to earnings 2,628 2,135 2,154

1 unchanged sentence

Tax effect ( 2,716 ) 2,036 ( 785 )

Other comprehensive (loss) income, net of taxes ( 5,685 ) 2,192 20,272

Other comprehensive income (loss), net of taxes 7,617 ( 5,685 ) 2,192

Comprehensive (loss) income $ ( 73,102 ) $ ( 42,380 ) $ 133,018

11 unchanged sentences

Deferred finance cost amortization 4,759 4,830 5,040

Loss on extinguishment of debt — — 7,700

Excess tax deficiency from share-based compensation arrangements 1,568 51 71

2 unchanged sentences

Pension and postretirement expense 5,814 6,843 6,967

(Gains) losses on cash surrender value of company-owned life insurance

Gains on cash surrender value of company-owned life insurance

( 9,122 ) ( 16,480 ) ( 7,346 )

17 unchanged sentences

Purchases of property and equipment ( 88,223 ) ( 91,177 ) ( 59,994 )

Purchases of assets intended for sale or leaseback ( 8,827 ) ( 24,297 ) ( 14,960 )

Acquisition of franchise-operated restaurants ( 7,193 ) — —

Proceeds from the sale and leaseback of assets — 1,728 3,673

Acquisition of Del Taco, net of cash acquired — — ( 580,793 )

Proceeds from the sale of company-operated restaurants 6,384 19,400 85,221

5 unchanged sentences

Repayments of borrowings on revolving credit facilities ( 6,000 ) — ( 50,000 )

Proceeds from issuance of debt — — 1,100,000

Principal repayments on debt ( 29,861 ) ( 29,892 ) ( 30,109 )

Debt issuance costs — — ( 20,599 )

Dividends paid on common stock ( 16,614 ) ( 33,972 ) ( 35,890 )

2 unchanged sentences

Payroll tax payments for equity award issuances ( 2,557 ) ( 3,323 ) ( 1,593 )

Cash flows (used in) provided by financing activities ( 131,185 ) ( 207,358 ) 478,178

Net (decrease) increase in cash and restricted cash ( 131,740 ) 49,867 62,472

Cash flows used in financing activities ( 60,026 ) ( 131,185 ) ( 207,358 )

Net increase (decrease) in cash and restricted cash 27,646 ( 131,740 ) 49,867

Cash and restricted cash at beginning of year 54,167 185,907 136,040

15 unchanged sentences

Purchases of treasury stock — — — — — ( 90,731 ) ( 90,731 )

Fair value of assumed Del Taco RSAs attributable to pre-combination service — — 449 — — — 449

Net earnings — — — 130,826 — — 130,826

5 unchanged sentences

Purchases of treasury stock — — — — — ( 70,592 ) ( 70,592 )

Net earnings — — — 130,826 — — 130,826

Other comprehensive income — — — — 2,192 — 2,192

Balance at October 1, 2023 82,645,814 826 520,076 1,937,598 ( 51,790 ) ( 3,125,037 ) ( 718,327 )

Net loss — — — ( 36,695 ) — — ( 36,695 )

Other comprehensive loss — — — — ( 5,685 ) — ( 5,685 )

Balance at September 29, 2024 82,825,851 828 533,818 1,866,660 ( 57,475 ) ( 3,195,629 ) ( 851,798 )

Shares issued under stock plans, including tax benefit 186,933 2 — — — — 2

3 unchanged sentences

Net loss — — — ( 80,719 ) — — ( 80,719 )

Other comprehensive loss — — — — ( 5,685 ) — ( 5,685 )

Other comprehensive income — — — — 7,617 — 7,617

Balance at September 28, 2025 83,012,784 $ 830 $ 542,177 $ 1,769,205 $ ( 49,858 ) $ ( 3,200,625 ) $ ( 938,271 )

9 unchanged sentences

Del Taco is a nationwide operator and franchisor of restaurants featuring fresh and fast Mexican and American inspired cuisines.

Refer to Note 3, Business Combination , for further details.

As of September 28, 2025, there were 150 company-operated and 1,986 franchise-operated Jack in the Box restaurants and 132 company-operated and 444 franchise-operated Del Taco restaurants.

3 unchanged sentences

GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Reclassification — Certain amounts in the prior periods’ financial statements and related footnote disclosures have been reclassified to conform to the current presentation with no impact on previously reported net income or stockholders’ equity.

Fiscal year — The Company’s fiscal year is the 52 or 53 weeks ending the Sunday closest to September 30.

2 unchanged sentences

As a result, Del Taco’s fiscal 2024 results include two fewer days.

Comparisons throughout these notes to the consolidated financial statements refer to the 52-week periods ended September 29, 2024, October 1, 2023, and October 2, 2022 for fiscal years 2024, 2023, and 2022.

Comparisons throughout these notes to the consolidated financial statements refer to the 52-week periods ended September 28, 2025, September 29, 2024, and October 1, 2023 for fiscal years 2025, 2024, and 2023.

Principles of consolidation — The accompanying consolidated financial statements include the accounts of Jack in the Box Inc.

7 unchanged sentences

Such restricted cash primarily represents cash collections and cash reserves held by the trustee to be used for payments of quarterly interest and commitment fees required for the Class A-2 Notes and Variable Funding Notes.

As of September 29, 2024 and October 1, 2023, restricted cash balances were $ 29.4 million and $ 28.3 million, respectively.

The Company also had restricted cash relating to an agreement for a financing structure with a technology partner to allow them to limit their exposure to risk, while they service the franchise-owned locations.

As of September 28, 2025 and September 29, 2024, restricted cash balances were $ 30.3 million and $ 29.4 million, respectively.

Accounts and other receivables, net — Our accounts and other receivables, net is primarily comprised of receivables from franchisees, tenants, credit card processors, and insurance receivables.

8 unchanged sentences

The following table summarizes the activity in our allowance for doubtful accounts ( in thousands ):

Balance as of beginning of period $ ( 4,146 ) $ ( 5,975 )

Reversal (provision) for expected credit losses, net ( 372 ) 1,788

Write-offs charged against the allowance 6 41

Balance as of end of period $ ( 4,512 ) $ ( 4,146 )

JACK IN THE BOX INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Balance as of beginning of period $ ( 4,512 ) $ ( 4,146 )

Provision for expected credit losses, net ( 3,292 ) ( 372 )

Write-offs charged against the allowance 1,234 6

Balance as of end of period $ ( 6,570 ) $ ( 4,512 )

Inventories — Our inventories consist principally of food, packaging, and supplies, and are valued at the lower of cost or market on a first-in, first-out basis.

4 unchanged sentences

Assets held for sale — Our assets held for sale typically includes property and restaurants we plan to sell within the next year, including amounts relating to i) company-owned restaurants to be refranchised, ii) operating restaurant properties which we intend to sell to franchisees and/or sell and leaseback with a third party, and iii) closed restaurant properties which we are marketing for sale.

If the determination is made that we no longer expect to sell an asset within the next year, the asset is reclassified out of assets held for sale.

If the determination is made that we no longer expect to sell an asset within the next year, the asset is reclassified out of assets held for sale and back into property and equipment, net.

Long-lived assets that meet the held for sale criteria are reported at the lower of their carrying value or fair value, less estimated costs to sell.

13 unchanged sentences

Refer to Note 9, Other Operating Expense, Net , for additional information.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Goodwill and trademarks — Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired, if any.

5 unchanged sentences

Our two restaurant brands, Jack in the Box and Del Taco, are both operating segments and reporting units.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Goodwill is evaluated for impairment annually during the third quarter of each year, or more frequently if indicators of impairment are present.

8 unchanged sentences

Fair value is an estimate of the price a willing buyer would pay for the intangible asset and is estimated by discounting the expected future after-tax cash flows associated with the intangible asset.

During the third quarter of 2024, we had performed quantitative tests over the Del Taco reporting unit noting that the fair value of the reporting unit was less than the carrying value, which resulted in an impairment of goodwill of $ 162.6 million.

Refer also to Note 5, Goodwill and Intangible Assets, in the notes to the consolidated financial statements for results of these tests and for additional information.

During the second quarter of 2025, we performed quantitative tests over the Del Taco reporting unit noting that the fair value of the reporting unit was less than the carrying value, which resulted in an impairment of goodwill.

Refer also to Note 5, Goodwill and Intangible Assets, in the notes to the consolidated financial statements for additional information.

Intangible assets, net — Intangible assets primarily include franchise contracts, reacquired franchise rights and sublease assets.

Franchise contracts, which represent the fair value of franchise agreements based on the projected royalty revenue stream as of the acquisition date, are amortized on a straight-line basis to “Depreciation and amortization expense” in the consolidated statements of earnings over the remaining term of the franchise agreements.

Reacquired franchise rights are recorded in connection with our acquisition of franchised restaurants and are amortized on a straight-line basis to “Depreciation and amortization expense” in the consolidated statements of earnings over the term of the former franchise agreement.

Sublease assets, which represent subleases with stated rent above comparable market rents, are amortized on a straight-line basis to “Franchise rental revenues” in the consolidated statements of earnings over the term of the related sublease.

Franchise contracts, which represent the fair value of franchise agreements based on the projected royalty revenue stream as of the acquisition date, are amortized on a straight-line basis to “Depreciation and amortization” in the consolidated statements of earnings over the remaining term of the franchise agreements.

Reacquired franchise rights are recorded in connection with our acquisition of franchised restaurants and are amortized on a straight-line basis to “Depreciation and amortization” in the consolidated statements of earnings over the term of the former franchise agreement.

Sublease assets, which represent subleases with stated rent above comparable market rents as of the acquisition date, are amortized on a straight-line basis to “Franchise rental revenues” in the consolidated statements of earnings over the term of the related sublease.

Company-owned life insurance — We have purchased company-owned life insurance (“COLI”) policies to support our non-qualified benefit plans.

The cash surrender values of these policies were $ 129.7 million and $ 113.2 million as of September 29, 2024 and October 1, 2023, respectively, and are included in “Other assets, net”, in the accompanying consolidated balance sheets.

The cash surrender values of these policies were $ 135.5 million and $ 129.7 million as of September 28, 2025 and September 29, 2024, respectively, and are included in “Other assets, net”, in the accompanying consolidated balance sheets.

Changes in cash surrender values are included in “Selling, general and administrative expenses” in the accompanying consolidated statements of earnings.

3 unchanged sentences

At commencement, contracts containing a lease are further evaluated for classification as an operating or finance lease where the Company is a lessee, or as an operating, sales-type, or direct financing lease where the Company is a lessor, based on their terms.

The lease term and incremental borrowing rate for each lease requires judgement by management and can impact the classification of our leases as well as the value of our lease assets and liabilities.

The lease term and incremental borrowing rate for each lease requires judgment by management and can impact the classification of our leases as well as the value of our lease assets and liabilities.

When determining the lease term, we consider option periods available, and include option periods in the measurement of the lease right-of-use (“ROU”) asset and lease liability where the exercise is reasonably certain to occur.

As our leases do not provide an implicit discount rate, we have determined it is appropriate to use our estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, in calculating our lease liabilities.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Revenue recognition — “Company restaurant sales” include revenue recognized upon delivery of food and beverages to the customer at company-operated restaurants, which is when our obligation to perform is satisfied.

6 unchanged sentences

The consideration allocated to the loyalty points earned is deferred until the loyalty points are redeemed or expire.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

“Franchise rental revenues” received from franchised restaurants based on fixed rental payments are recognized as revenue over the term of the lease.

3 unchanged sentences

Royalties are based upon a percentage of sales of the franchised restaurant and are recognized as earned.

Franchise royalties are billed on a monthly or weekly basis.

Franchise royalties are billed on a monthly basis.

Franchise fees when a new restaurant opens or at the start of a new franchise term are recorded as deferred revenue when received and recognized as revenue over the term of the franchise agreement.

“Franchise contributions for advertising and other services” includes franchisee contributions to our marketing funds billed on a monthly or weekly basis and sourcing and technology fees, as required under the franchise agreements.

“Franchise contributions for advertising and other services” includes franchisee contributions to our marketing funds billed on a monthly basis and sourcing and technology fees, as required under the franchise agreements.

Contributions to our marketing funds are based on a percentage of sales and recognized as earned.

3 unchanged sentences

We recognize income from gift cards when redeemed by the customer.

Deferred gift card income totaled $ 2.7 million and $ 2.9 million as of September 29, 2024 and October 1, 2023, respectively, and are included in “Accrued liabilities” in the accompanying consolidated balance sheets.

Deferred gift card income totaled $ 2.8 million and $ 2.7 million as of September 28, 2025 and September 29, 2024, respectively, and are included in “Accrued liabilities” in the accompanying consolidated balance sheets.

While we will continue to honor all gift cards presented for payment, we may determine the likelihood of redemption to be remote for certain card balances due to, among other things, long periods of inactivity.

6 unchanged sentences

We establish our undiscounted insurance liability and reserves using independent actuarial estimates of expected losses based on a statistical analysis of historical claims data.

As of September 29, 2024 and October 1, 2023, our estimated self-insurance liability was $ 27.9 million and $ 31.3 million, respectively, and is included in “Accrued liabilities” in the accompanying consolidated balance sheet.

As of September 28, 2025 and September 29, 2024, our estimated self-insurance liability was $ 28.1 million and $ 27.9 million, respectively, and is included in “Accrued liabilities” in the accompanying consolidated balance sheets.

Advertising costs — We administer marketing funds at each of our restaurant brands that include contractual contributions.

1 unchanged sentence

In 2025, 2024, and 2023, marketing fund contributions from Del Taco franchise and company-operated restaurants were approximately 4.0 % of sales.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Production costs of commercials, programming, and other marketing activities are charged to the marketing funds when the advertising is first used for its intended purpose, and the costs of advertising are charged to operations as incurred.

1 unchanged sentence

When advertising costs are greater than the contributions to the marketing fund resulting in a deficit, the excess costs are covered by marketing fund contributions in the following year.

As of September 29, 2024, and October 1, 2023, the Jack in the Box marketing fund ended the year with a surplus and the additional amounts accrued were $ 0.8 million and $ 9.5 million, respectively.

As of September 29, 2024, and October 1, 2023, the Del Taco marketing fund ended the year with a $ 0.8 million deficit and a $ 0.8 million surplus, respectively.

Total contributions made by the Company and marketing fund deficits, if any, are included in “Selling, general, and administrative expenses” in the accompanying consolidated statements of earnings.

As of September 28, 2025, and September 29, 2024, the Jack in the Box marketing fund ended the year with a $ 0.2 million deficit, and an $ 0.8 million surplus, respectively.

As of September 28, 2025, and September 29, 2024, the Del Taco marketing fund ended the year with a $ 0.3 million surplus, and a $ 0.8 million deficit, respectively.

In 2025, 2024, and 2023, incremental contributions to the marketing fund were $ 6.3 million, $ 0.5 million, and $ 0.2 million.

Total contributions made by the Company, including incremental contributions and marketing fund deficits, if any, are included in “Selling, general, and administrative expenses” in the accompanying consolidated statements of earnings.

In fiscal 2025, 2024, and 2023 consolidated advertising costs were $ 39.3 million, $ 35.0 million, and $ 38.9 million, respectively.

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Refer to Note 13, Share-Based Employee Compensation , for additional information.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as tax loss and credit carryforwards.

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The excess of purchase price over fair value of net assets acquired, including the amount assigned to identifiable intangible assets, is recorded as goodwill.

Effect of accounting pronouncements adopted in 2024 and those to be adopted in future periods — We reviewed the accounting pronouncements adopted in 2024, as well as all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements.

Recent accounting pronouncements — In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure , which updates reportable segment disclosure requirements.

The ASU requires enhanced disclosures about significant segment expenses and information used to assess segment performance and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company adopted this pronouncement in Form 10-K for fiscal year ended September 28, 2025.

Refer to Note 10, Segment Reporting , for additional information.

In December 2023, the FASB issued ASU 2023-09, I ncome Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis with the option to apply the standard retrospectively.

The Company does not expect this pronouncement to have a significant impact.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period.

Additionally, companies will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40):

Clarifying the Effective Date .

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

ASU 2024-03 should be applied prospectively to financial statements issued for reporting periods beginning after the effective date but entities may elect to apply the ASU retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets.

The amendment is effective for annual and interim reporting periods beginning after December 15, 2025, on a prospective basis, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which makes updates to increase the operability of the recognition guidance considering different methods of software development.

The guidance is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

Nature of products and services — We derive revenue from retail sales at Jack in the Box and Del Taco company-operated restaurants and rental revenue, royalties, advertising, and franchise and other fees from franchise-operated restaurants.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table disaggregates revenue by segment and primary source for the fiscal year ended October 1, 2023 (in thousands) :

The following table disaggregates revenue by segment and primary source for the fiscal year ended September 29, 2024 (in thousands) :

Jack in the Box Del Taco Total

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We have applied the optional exemption, as provided for under ASC Topic 606, Revenue from Contracts with Customers , which allows us to not disclose the transaction price allocated to unsatisfied performance obligations when the transaction price is a sales-based royalty.

BUSINESS COMBINATION

On March 8, 2022 (the “Closing Date”), the Company acquired 100 % of the outstanding equity interest of Del Taco for cash according to the terms and conditions of the Agreement and Plan of Merger, dated as of December 5, 2021 (the “Merger Agreement”).

The acquisition of Del Taco has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with the Company treated as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value.

Jack in the Box acquired Del Taco as a part of the Company’s goal to gain greater scale and accelerate growth.

In connection with the transaction, the Company repaid Del Taco's existing debt of $ 115.2 million related to a syndicated credit facility and Del Taco entered into a new syndicated credit facility.

The total purchase consideration for Del Taco was $ 593.3 million.

Each share of Del Taco common stock issued and outstanding was converted into the right to receive $ 12.51 in cash without interest, less any applicable withholding taxes (“Merger Consideration”).

Additionally, in connection with the transaction, each Del Taco equity award granted under Del Taco’s equity compensation plans was either (i) converted into the right to receive Merger Consideration or (ii) converted into equity awards with respect to Jack in the Box common stock.

Other components of purchase consideration include cash paid to settle Del Taco’s existing debt and $ 7.1 million of seller transaction costs funded by Jack in the Box.

As part of the Merger Agreement, on the Closing Date, the Company assumed Del Taco’s historical equity compensation plans.

The awards under Del Taco’s historical equity compensation plans that were not subject to accelerated vesting were exchanged for replacement awards of the Company, which included Del Taco’s non-accelerating restricted stock awards (“non-accelerating RSAs”).

Immediately following the Merger, these replacement awards were modified to accelerate the remaining vesting period to be one year following the Closing Date, other than the awards already scheduled to vest on June 30, 2022.

The portion of the fair value of the replacement awards associated with pre-acquisition service of Del Taco’s employees represented a component of the total purchase consideration.

The remaining fair value of these replacement awards are subject to the recipients’ continued service and thus were excluded from the purchase price.

The awards which are subject to continued service will be recognized ratably as stock-based compensation expense over the requisite service period.

The acquisition of Del Taco was funded by cash on hand and borrowings under our 2022 Class A-2 Notes and 2022 Variable Funding Notes.

The Company recognized transaction costs of $ 12.3 million in fiscal 2022.

These costs were associated with advisory, legal, and consulting services and are presented in “Other operating expense, net” in the consolidated statement of operations.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Purchase consideration — The following summarizes the purchase consideration paid to Del Taco shareholders (in thousands, except per share data) :

Del Taco shares outstanding as of March 8, 2022 36,442

Del Taco RSAs subject to accelerated vesting 805

Del Taco RSUs subject to accelerated vesting 70

Del Taco options subject to accelerated vesting 292

Total Del Taco shares outstanding 37,610

Merger Consideration (per Del Taco share) $ 12.51

Total cash consideration paid to selling shareholders $ 470,500

Del Taco transaction costs paid by Jack in the Box (1) 7,141

Del Taco closing indebtedness settled by Jack in the Box (2) 115,219

Replacement share-based payment awards pre-combination vesting expense 449

Total aggregate purchase consideration $ 593,309

_____________________

(1) Represents the portion of Del Taco merger-related transaction costs that were paid at the Closing Date by the Company.

(2) Represents the closing indebtedness of Del Taco’s existing debt that was paid at the Closing Date by the Company.

Purchase price allocation — The final allocation of the purchase consideration was as follows (in thousands) :

Total aggregate purchase consideration, net of $ 12,068 cash acquired

Accounts and other receivables 4,583

Inventories 3,233

Prepaid expenses 2,950

Other current assets 105

ASSETS HELD FOR SALE

Assets held for sale — Assets classified as held for sale consisted of the following at each fiscal year-end ( in thousands ):

Jack in the Box restaurant properties (1) $ 12,743 $ 14,567

Other property and equipment (2) 5,586 199

Del Taco restaurants to be refranchised:

Property and equipment — 1,318

Operating lease right-of-use assets 350,289

Intangible assets 12,371

Trademarks 283,500

Other assets 5,128

Current maturities of long-term debt 22

Current operating lease liabilities 21,991

Accounts payable 18,808

Accrued liabilities 112,579

Long-term debt, net of current maturities 349

Long-term operating lease liabilities, net of current portion 303,488

Deferred tax liabilities 75,355

Other long-term liabilities 13,080

Net assets acquired, excluding goodwill $ 261,519

Goodwill — 409

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill.

The goodwill of $ 319.7 million arising from the acquisition was primarily attributable to the market position and future growth potential of Del Taco for both company-operated and franchised restaurants related to future store openings, expansion into new markets, and expected synergies.

None of the goodwill resulting from the acquisition is deductible for tax purposes.

The goodwill arising from the Del Taco acquisition was allocated to the Company’s reporting units as follows (in thousands ):

Del Taco brand $ 230,722

Jack in the Box brand 89,000

Total acquisition date goodwill $ 319,722

Refer to Note 5, Goodwill and Intangible Assets , for further details and for the changes in the carrying amount of goodwill.

Identifiable intangible assets — The identifiable intangible assets acquired consist of trademarks, franchise and development agreements, and favorable subleases.

The Company amortizes the fair value of the franchise and development agreements and favorable and unfavorable sublease assets and liabilities on a straight-line basis over their respective useful lives.

The trademarks were valued using the relief from royalty method of the income approach, which was applied by discounting the after-tax royalties avoided by owning the trademark to present value.

The key inputs and assumptions included the Company's estimates of the projected system wide sales, royalty rate and discount rate applicable to the trademark.

The franchise and development agreements were valued using the income approach, which was applied by discounting the projected after-tax cash flows associated with the agreements to present value.

The key inputs and assumptions included the Company's estimates of the projected royalties received under the existing franchise and development agreements (including the impact of franchise churn) and the applicable discount rate.

The favorable and unfavorable sublease assets and liabilities were valued using the income approach, which was applied by discounting the differential between the market rent and contract rent to present value.

The key inputs and assumptions included the Company's estimates of the market rent, contract rent and discount rate applicable to the favorable and unfavorable subleases.

The values allocated to intangible assets and the useful lives are as follows (in thousands) :

Amount Weighted Average Useful Life (Years)

Trademarks $ 283,500 Indefinite

Franchise contracts 9,700 18

Sublease assets 2,671 13

Estimated fair value of acquired intangible assets $ 295,871

The estimated values of sublease liabilities totaled approximately $ 6.0 million.

These liabilities have an estimated weighted-average useful life of approximately 15 years and are included in “Other long-term liabilities” in the accompanying consolidated balance sheets.

Unaudited pro forma results — The following unaudited pro forma combined financial information presents the Company’s results as though Del Taco and the Company had been combined as the beginning of fiscal year 2021 (in thousands) :

Total revenue

$ 1,686,160 $ 1,665,660

Assets held for sale $ 18,329 $ 16,493

________________________

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from this acquisition, mainly including adjustments to reflect additional amortization expense from acquired intangibles, incremental depreciation expense from the fair value property and equipment, elimination of historical interest expense associated with both Del Taco’s and the Company’s historical indebtedness, additional interest expense associated with the new Del Taco revolving credit facility and the Company’s new borrowings as part of the refinancing to fund the acquisition, adjusted rent expense reflecting the acquired right-of-use assets and liabilities to their estimated acquisition-date values based upon valuation of related lease intangibles and remaining payments, as well as the fair value adjustments made to leasehold improvements, certain material non-recurring adjustments and the tax-related effects as though Del Taco was combined as of the beginning of fiscal 2021.

The unaudited pro forma financial information as presented above is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2021, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the two brands.

For the periods subsequent to the acquisition that are included in 2022, Del Taco had total revenues of $ 316.9 million and net earnings of $ 6.5 million.

SUMMARY OF REFRANCHISINGS AND FRANCHISE ACQUISITIONS

Refranchisings — The following table summarizes the number of restaurants sold to franchisees and gains recognized in each fiscal year ( dollars in thousands ):

(1) Consists of properties that are currently leased to franchisees which we intend to sell the underlying real estate directly to the franchisee and/or sell and leaseback with a third party.

(2) Consists primarily of owned properties of closed restaurants which we are actively marketing for sale.

SUMMARY OF REFRANCHISING AND FRANCHISE ACQUISITION

Refranchising — The following table summarizes the number of restaurants sold to franchisees and gains recognized in each fiscal year ( dollars in thousands ):

2025 2024 2023

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(2) Amount in 2024 is primarily comprised of a $ 2.2 million loss on sale of assets related to a Del Taco refranchising transaction that closed in the second quarter of 2024.

Amount in 2023 is primarily related to charges for a restaurant that was closed due to refranchising the related market.

Franchise acquisitions — In 2024, Del Taco purchased 10 franchise-operated restaurants for $ 86 thousand as part of three separate transactions, and recognized related gains of $ 2.7 million.

In 2022, Jack in the Box acquired 13 franchise restaurants for total consideration of $ 0.3 million, comprised of franchise receivables owed to the Company as of the acquisition date.

There were no such acquisitions in 2023.

We account for the acquisition of franchised restaurants using the acquisition method of accounting for business combinations.

The purchase price allocations were based on fair value estimates determined using significant unobservable inputs (Level 3).

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Franchise Acquisitions — In 2025, the Company acquired 18 Del Taco franchise restaurants for $ 7.2 million and recognized related goodwill of $ 6.3 million.

In 2024, the Company acquired 10 Del Taco franchise restaurants as part of three separate transactions for total consideration of $ 86 thousand.

Consideration was comprised of franchise receivables owed to the Company as of the acquisition date.

There were no such acquisitions in 2023.

We account for the acquisition of franchised restaurants using the acquisition method of accounting for business combinations.

The purchase price allocations were based on fair value estimates determined using significant unobservable inputs (Level 3).

The following table provides detail of the combined acquisitions in the following periods ( dollars in thousands ):

2024 2023 2022

Restaurants acquired from Jack in the Box franchisees — — 13

Restaurants acquired from Del Taco franchisees 18 10

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Operating lease liability 13,607 4,772

Goodwill recorded on franchise acquisition $ 6,326 $ —

Gain on the acquisition of franchise-operated restaurants (1) $ ( 6 ) $ ( 2,702 )

(1) The amounts related to outstanding receivables from franchisee forgiven upon acquisition

Assets held for sale — Assets classified as held for sale consisted of the following at each fiscal year-end ( in thousands ):

Jack in the Box restaurant properties (1) $ 14,567 $ 11,097

Other property and equipment (2) 199 766

Del Taco restaurants to be refranchised:

Property and equipment 1,318 771

Goodwill 409 1,291

Assets held for sale $ 16,493 $ 13,925

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(1) Consists of properties that are currently leased to franchisees which we intend to sell the underlying real estate directly to the franchisee and/or sell and leaseback with a third party within the next twelve months.

(2) Consists primarily of owned properties of closed restaurants which we are actively marketing for sale.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1) The gain on acquisition in 2025 relates to the Del Taco acquisition in 2024.

GOODWILL AND INTANGIBLE ASSETS

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136,027 193,959 329,986

Impairment of goodwill — ( 162,624 ) ( 162,624 )

Sale of Del Taco company-operated restaurants to franchisees — ( 5,544 ) ( 5,544 )

Sale of Jack in the Box company-operated restaurants to franchisees ( 72 ) — ( 72 )

Reclassified to assets held for sale ( 200 ) ( 409 ) ( 609 )

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Accumulated impairment losses — ( 162,624 ) ( 162,624 )

Balance at October 1, 2023

Balance at September 29, 2024

135,827 25,382 161,209

Acquisition of Del Taco company-operated restaurants — 6,326 6,326

Impairment of goodwill — ( 31,656 ) ( 31,656 )

Sale of Del Taco company-operated restaurants to franchisees — ( 5,544 ) ( 5,544 )

Reclassified to assets held for sale ( 200 ) ( 409 ) ( 609 )

Reclassified from (to) assets held for sale 199 ( 52 ) 147

Goodwill 136,026 194,280 330,306

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$ 136,026 $ — $ 136,026

As of the June 9, 2024 testing date, the balance of the Del Taco reporting unit goodwill was $ 194.0 million.

During the third quarter of 2024, the Company identified triggering events that indicated the goodwill allocated to the Del Taco reporting unit might be impaired.

The triggering events related to i) a recent negative trend in Del Taco same store sales, ii) lower margins due in part to lower sales and wage increases required in California effective April 1, 2024 under AB 1228 and iii) unfavorable changes in the economic environment specifically impacting our industry, including inflation and interest rates.

As a result, the Company performed a quantitative test over the Del Taco reporting unit, noting that the fair value of the reporting unit was less than the carrying value, which resulted in an impairment of goodwill of $ 162.6 million.

The Company determined that there was no such triggering event for the Jack in the Box reporting unit during 2024.

In performing a quantitative test for impairment of goodwill for Del Taco, we primarily use the income approach method of valuation that includes the discounted cash flow method and the market approach that includes the guideline public company method to determine the fair value of the reporting unit.

Significant assumptions made by management to estimate fair value under the discounted cash flow method include future cash flow assumptions.

The Company also performed a quantitative analysis over its indefinite-lived intangible trademark asset, as well as over its definite-lived intangible assets to determine whether any impairment would need to be recognized, noting none.

In connection with the goodwill impairment test, the Company also performed a quantitative analysis over its long-lived assets, noting impairment of $ 0.1 million, which was recorded in the third quarter of 2024.

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During the third quarter of the prior year, the Company identified triggering events that indicated the goodwill allocated to the Del Taco reporting unit might be impaired.

The triggering events related to i) a recent negative trend in Del Taco same store sales, ii) lower margins due in part to lower sales and higher wages required in California effective April 1, 2024 under AB 1228 and iii) unfavorable changes in the economic environment specifically impacting our industry, including inflation and interest rates.

In performing a quantitative test for impairment of goodwill for Del Taco, we use the income approach method of valuation that includes the discounted cash flow method and the market approach that includes the guideline public company method to determine the fair value of the reporting unit.

Significant assumptions made by management to estimate fair value under the discounted cash flow method include future cash flow assumptions.

During the second quarter of 2025, the Company identified additional triggering events that indicated the goodwill allocated to the Del Taco reporting unit might be further impaired, including i) continued negative trend in Del Taco same store sales, ii) unfavorable changes in the economic environment specifically impacting our industry, including inflation and interest rates, iii) the potential for a divestment of Del Taco, and iv) a sustained lower share price.

The valuation used a blended approach with a discounted cash flow analysis in conjunction with a market approach.

Assumptions and estimates used in determining fair value include revenue growth rates, operating costs, new store openings, capital expenditures, a discount rate that approximates the Company’s weighted average cost of capital and a selection of comparable companies.

The Company determined that there was no such triggering event for the Jack in the Box reporting unit.

As a result of the franchisee acquisition during the third quarter of 2025, the Company recognized additional goodwill of $ 6.3 million.

This additional goodwill was fully impaired based on the results of the quantitative impairment analysis performed in the second quarter of 2025.

The goodwill for the Del Taco reporting unit is fully impaired as of the end of 2025.

In connection with the goodwill analysis during the second quarter of 2025, and as a result of the triggering events noted above, the Company also performed a quantitative analysis over its indefinite-lived intangible trademark asset and as a result, the Company recorded impairment of $ 177.9 million on the Del Taco trademark asset as noted below.

The Company uses a ‘relief from royalty’ method to value its trademark asset, which includes inputs such as systemwide sales, brand royalty rate, brand-related expenses, tax rate, discount rate and a long-term growth rate.

During the third and fourth quarters of 2025, the Company performed a qualitative analysis over its indefinite-lived intangible trademark asset, noting no further impairment was deemed necessary.

The changes in the carrying amount of the Del Taco indefinite-lived trademark during the year-to-date period ended September 28, 2025 was as follows ( in thousands ):

Balance at September 29, 2024

Impairment of trademark ( 177,900 )

Balance at September 28, 2025

The net carrying amounts of intangible assets are as follows ( in thousands ):

September 28,

2024 October 1,

2025 September 29,

Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount

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$ 13,000 $ ( 3,116 ) $ 9,884 $ 12,835 $ ( 2,320 ) $ 10,515

Indefinite-lived intangible assets:

Del Taco trademark $ 283,500 $ — $ 283,500 $ 283,500 $ — $ 283,500

$ 283,500 $ — $ 283,500 $ 283,500 $ — $ 283,500

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes, as of September 28, 2025, the estimated amortization expense for each of the next five fiscal years ( in thousands ):

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Total liabilities at fair value $ 18,326 $ 18,326 $ — $ —

Fair value measurements as of October 1, 2023:

Fair value measurements as of September 29, 2024:

Non-qualified deferred compensation plan (1) $ 18,481 $ 18,481 $ — $ —

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(2) We did not have any transfers in or out of Level 1, 2, or 3.

The following table presents the carrying value and estimated fair value of our Class A-2 Notes as of September 29, 2024 and October 1, 2023 ( in thousands ):

The following table presents the carrying value and estimated fair value of our Class A-2 Notes as of September 28, 2025 and September 29, 2024 ( in thousands ):

September 28,

2024 October 1,

2025 September 29,

Carrying Amount Fair Value Carrying Amount Fair Value

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Series 2022 Class A-2 Notes $ 1,023,000 $ 952,720 $ 1,045,000 $ 975,507

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the Class A-2 Notes was estimated using Level 2 inputs based on quoted market prices in markets that are not considered active markets.

As of September 29, 2024, we had $ 6.0 million of outstanding borrowings under our Variable Funding Notes.

The fair value of these loans approximates their carrying value due to the variable rate nature of these borrowings.

As of September 28, 2025, we had no amounts outstanding under our Variable Funding Notes.

Non-financial assets and liabilities — Our non-financial instruments, which primarily consist of property and equipment, operating lease right-of-use assets, goodwill, and intangible assets, are reported at carrying value and are not required to be measured at fair value on a recurring basis.

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If applicable, the carrying values are written down to fair value.

In connection with our impairment reviews performed during 2024, the Company impaired certain assets.

In connection with our impairment reviews performed during 2025 and 2024, the Company impaired certain assets.

For further information, see Note 4, Summary of Refranchisings and Assets Held For Sale , Note 5, Goodwill and Intangible Assets, Net , and Note 9, Other Operating Expenses, Net in the notes to the consolidated financial statements.

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The detail of our long-term debt at the end of each fiscal year is as follows ( in thousands ):

September 28,

2024 October 1,

2025 September 29,

Series 2019-1 4.476 % Fixed Rate Class A-2-II Notes

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Long-term debt $ 1,674,487 $ 1,699,433

Securitization refinancing transaction — On February 11, 2022, the Company completed the sale of $ 550.0 million of its Series 2022-1 3.445 % Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $ 550.0 million of its Series 2022-1 4.136 % Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II” and, together with the Class A-2-I Notes, the “2022 Notes”).

Securitization refinancing transaction — Jack in the Box Funding, LLC (the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company is the master issuer of outstanding senior secured notes under a securitized financing facility that was entered into in July 2019.

In February 2022, the Master Issuer completed a refinancing transaction and issued $ 550.0 million of its Series 2022-1 3.445 % Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $ 550.0 million of its Series 2022-1 4.136 % Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II” and, together with the Class A-2-I Notes, the “2022 Notes”).

Interest payments on the 2022 Notes are payable on a quarterly basis.

The anticipated repayment dates of the 2022 Class A-2-I Notes and the Class A-2-II Notes are February 2027 and February 2032, respectively (the “Anticipated Repayment Dates”), unless earlier prepaid to the extent permitted.

The anticipated repayment dates of the existing 2019-1 Class A-2-II Notes and the Class A-2-III Notes are August 2026 and August 2029, respectively.

The Anticipated Repayment Dates of the Class A-2-I Notes and the Class A-2-II Notes are February 2027 and February 2032, respectively, and the Anticipated Repayment Dates of the 2019-1 Class A-2-II Notes and the Class A-2-III Notes are August 2026 and August 2029, respectively.

The legal final maturity date of the 2019 Notes and 2022 Notes is August 2049 and February 2052, respectively, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Notes will be repaid by the Anticipated Repayment Dates.

If the Master Issuer has not repaid or refinanced the Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.

The Company also entered into a revolving financing facility of Series 2022-1 Variable Funding Senior Secured Notes (the “Variable Funding Notes”), which permits borrowings up to a maximum of $ 150.0 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit.

As of September 29, 2024, we had $ 6.0 million in outstanding borrowings and had available borrowing capacity of $ 94.5 million , net of letters of credits issued of $ 49.5 million .

As of September 28, 2025, we did not have any outstanding borrowings and had available borrowing capacity of $ 96.8 million , net of letters of credits issued of $ 53.2 million .

The net proceeds of the sale of the 2022 Notes were used to repay in full of $ 570.7 million in aggregate outstanding principal amount of the Company’s Series 2019-1 Class A-2-I Notes, together with the applicable make-whole premium and unpaid interest, and was used to fund a portion of the Company’s acquisition of Del Taco.

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Additionally, in connection with the 2022 Notes, the Company capitalized $ 17.4 million of debt issuance costs, which are being amortized into interest expense over the Anticipated Repayment Dates, utilizing the effective interest rate method.

The costs related to our Variable Funding Notes are presented within “Other assets, net” and are being amortized over the Anticipated Repayment Dates using the straight-line method.

The costs related to our Variable Funding Notes are presented within “Other assets, net” and are being amortized over the Anticipated Repayment Date of February 2027 using the straight-line method.

As of September 28, 2025, the effective interest rates, including the amortization of debt issuance costs, were 4.851 %, 5.258 %, 3.796 %, and 4.347 % for the Series 2019-1 Class A-2-II Notes, Series 2019-1 Class A-2-III Notes, Series 2022-1 Class A-2-I Notes, and Series 2022-1 Class A-2-II Notes, respectively.

The 2022 Notes were issued in a privately placed securitization transaction pursuant to which certain of the Company’s revenue-generating assets, consisting principally of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual property, are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly owned indirect subsidiaries of the Company that act as Guarantors of the Notes and that have pledged substantially all of their assets, excluding certain real estate assets and subject to certain limitations, to secure the Notes.

The 2022 Notes are subject to the same covenants and restrictions as the Series 2019-1 Notes.

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The quarterly principal payment on the Class A-2 Notes may be suspended when the specified leverage ratio, which is a measure of outstanding debt to earnings before interest, taxes, depreciation, and amortization, adjusted for certain items (as defined in the Indenture), is less than or equal to 5.0 x.

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Subsequent to closing the issuance of the 2022 Notes, the Company has had a leverage ratio of greater than 5.0 x and, accordingly, the Company is making the scheduled principal payments on its 2022 Notes and Series 2019-1 Notes.

Variable Funding Notes — Depending on the type of borrowing under the Variable Funding Notes, interest on the Variable Funding Notes will be based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S.

Dollars or (iv) the lenders’ commercial paper funding rate plus any applicable margin, as set forth in the Variable Funding Note Purchase Agreement.

There is a scaled commitment fee on the unused portion of the Variable Funding Notes facility of between 50 and 100 basis points.

The principal and interest on the Variable Funding Notes were repaid in full in October 2024.

Following the anticipated repayment date (and any extensions thereof), additional interest will accrue equal to 5.00 % per annum.

Guarantees and collateral — Pursuant to the Guarantee and Collateral Agreement, dated July 8, 2019 (the “Guarantee and Collateral Agreement”), among the Guarantors, in favor of the trustee, the Guarantors guarantee the obligations of the Master Issuer under the Indenture and related documents and secure the guarantee by granting a security interest in substantially all of their assets.

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Upon certain trigger events, mortgages will be required to be prepared and recorded on the real estate assets.

Revolving credit facility — In connection with the Del Taco acquisition, Del Taco’s existing debt of $ 115.2 million related to a Syndicated Credit Facility dated August 5, 2015, was repaid and extinguished on the Closing Date.

On the Closing Date, Del Taco entered into a new syndicated credit facility with an aggregate principal amount of up to $ 75.0 million, which now matures on February 28, 2025.

The Company capitalized $ 0.3 million of debt issuance costs, which are being amortized into interest expense over the expected term of the credit facility.

The revolving credit facility, as amended, included a limit of $ 20.0 million for letters of credit, all of which were cancelled as of September 29, 2024.

As of September 29, 2024, we had no outstanding borrowings and available borrowing capacity of $ 75.0 million under the facility.

Bridge commitment letter — In connection with the Merger Agreement, the Company secured commitments for a bridge financing facility in an amount of up to $ 600.0 million (the “Bridge Facility”).

No amounts were drawn under the Bridge Facility, which was terminated as a result of our securitization refinancing transaction.

The Company expensed approximately $ 2.1 million for the unamortized issuance costs associated with this commitment which is presented in “Interest expense, net” in the consolidated statement of operations.

Revolving credit facility — In 2022, Del Taco entered into a syndicated revolving credit facility with an aggregate principal amount of up to $ 75.0 million, which matured on February 28, 2025 and was not renewed .

Maturities of long-term debt — Assuming repayment by the Anticipated Repayment Dates and based on the leverage ratio as of September 28, 2025, principal payments on our long-term debt outstanding at September 28, 2025 for each of the next five fiscal years and thereafter are as follows ( in thousands ):

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Thereafter 456,592

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Nature of leases — We own restaurant sites and we also lease restaurant sites from third parties.

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Revenues from leasing arrangements with our franchisees are presented in “Franchise rental revenues” in the accompanying consolidated statements of earnings, and the related expenses are presented in “Franchise occupancy expenses.”

Company as lessee — Leased assets and liabilities consisted of the following as of September 29, 2024 and October 1, 2023 (in thousands) :

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company as lessee — Leased assets and liabilities consisted of the following as of September 28, 2025 and September 29, 2024 (in thousands) :

September 28,

2024 October 1,

2025 September 29,

Operating lease ROU assets $ 1,371,454 $ 1,410,083

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(4) Includes $ 44.2 million, $ 41.0 million, and $ 39.9 million in 2025, 2024, and 2023, respectively, of property taxes and common area maintenance costs which are reimbursed by sub-lessees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table presents supplemental information related to leases:

September 28,

2024 October 1,

2025 September 29,

Weighted-average remaining lease term (in years):

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Operating leases 6.1 % 5.9 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table presents as of September 28, 2025, the annual maturities of our lease liabilities ( in thousands ):

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Right-of-use assets obtained in exchange for new financing lease obligations $ — $ —

Sale and leaseback transactions — In fiscal 2024, we sold one restaurant property in a sale and leaseback transaction for net proceeds of $ 1.7 million, and recorded a total loss of less than $ 0.1 million.

The lease has been accounted for as an operating lease and contains an initial term of 20 years.

Sale and leaseback transactions — In fiscal 2025, there were no sale and leaseback transactions.

In fiscal 2024, we sold one restaurant property in a sale and leaseback transaction for net proceeds of $ 1.7 million, and recorded a total loss of less than $ 0.1 million.

The lease has been accounted for as an operating lease and contains an initial term of 20 years.

In fiscal 2023, we sold one restaurant properties in sale and leaseback transactions for net proceeds of $ 3.7 million, and recorded total losses of $ 0.1 million.

The leases have been accounted for as operating leases and contain initial terms of 16 years and 20 years.

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In fiscal 2022, we sold four restaurant properties in sale and leaseback transactions for net proceeds of $ 10.8 million, and recorded total losses of $ 0.2 million.

The leases have been accounted for as operating leases and contain initial terms of 16 years and 20 years.

Company as lessor — The following table presents rental income ( in thousands ):

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September 28,

2024 October 1,

2025 September 29,

Land $ 66,796 $ 71,130

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2025 2024 2023

Acquisition, integration and strategic initiatives $ 15,631 $ 9,112 $ 20,081

Restructuring, integration and strategic initiatives $ 7,298 $ 15,631 $ 9,112

Costs of closed restaurants and other 8,467 2,975 4,786

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Other operating expenses, net $ 22,403 $ 24,796 $ 10,837

Restructuring, integration and strategic initiatives — Costs incurred primarily relate to strategic consulting fees as well as severance, retention bonuses and technology integration from the initial acquisition and divestiture of Del Taco.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Acquisition, integration and strategic initiatives — Costs incurred primarily related to severance, retention bonuses, strategic consulting fees and technology integration from the acquisition of Del Taco.

Cost of closed restaurants — Cost of closed restaurants primarily include ongoing costs associated with closed restaurants and cancelled project costs.

Restaurant impairment charges — In 2024, impairment charges included $ 3.4 million relating to under-performing Jack in the Box restaurants currently held for use, $ 1.2 million relating to under-performing Jack in the Box restaurants to be closed, and $ 2.6 million relating to underperforming Del Taco restaurants.

In 2023, impairment charges included $ 4.4 million relating to under-performing Del Taco restaurants currently held for use.

In 2022, impairment charges included amounts related to nine Jack in the Box company-operated restaurants that were closed in connection with the sale of the related markets as well as amounts related to Jack in the Box restaurants leased or subleased to franchisees for which the lease and franchise agreements were terminated early.

Restaurant impairment charges — In 2025, impairment charges included $ 1.9 million relating to under-performing Jack in the Box restaurants and $ 2.4 million relating to under-performing Del Taco restaurants.

In 2024, impairment charges included $ 5.4 million relating to under-performing Jack in the Box restaurants and $ 2.6 million relating to underperforming Del Taco restaurants.

In 2023, impairment charges included $ 4.4 million relating to under-performing Del Taco restaurants.

Accelerated depreciation — When a long-lived asset will be replaced or otherwise disposed of prior to the end of its estimated useful life, the useful life of the asset is adjusted based on the estimated disposal date and accelerated depreciation is recognized.

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Refer also to Note 4, Summary of Refranchisings and Franchise Acquisitions, in the notes to the consolidated financial statements for results of these tests and for additional information.

Losses (gains) on disposition of property and equipment, net — In 2024, losses primarily relate to the disposal of other property and equipment for Del Taco, partially offset by gains primarily relating to the sale of Jack in the Box restaurant properties to franchisees who were leasing the properties from us prior to the sale.

Losses (gains) on disposition of property and equipment, net — In 2025, losses primarily relate to the disposal of other property and equipment for Jack in the Box and Del Taco.

In 2024, losses primarily relate to the disposal of other property and equipment for Del Taco, partially offset by gains primarily relating to the sale of Jack in the Box restaurant properties to franchisees who were leasing the properties from us prior to the sale.

In 2023, gains primarily relate to the sale of Jack in the Box restaurant properties to franchisees who were leasing the properties from us prior to the sale.

In 2022, gains primarily relate to the sale of closed restaurant properties.

SEGMENT REPORTING

The Company’s principal business consists of developing, operating and franchising our Jack in the Box and Del Taco restaurant brands, each of which is considered a reportable operating segment.

In 2024, our chief operating decision maker revised the method by which they determine performance and strategy for our segments.

This change was made to reflect a shared-services model whereby each brand’s results of operations are assessed separately and do not include costs related to certain corporate functions which support both brands.

This segment reporting structure reflects the Company’s current management structure, internal reporting method and financial information used in deciding how to allocate Company resources.

Our chief operating decision maker (“CODM”) in 2025 is our Chief Executive Officer, Lance Tucker.

Our segment reporting structure reflects the Company’s current management structure, internal reporting method and financial information used in deciding how to allocate Company resources.

Based upon certain quantitative thresholds, each operating segment is considered a reportable segment.

This change to our segment reporting did not change our reporting units for goodwill.

The Company measures and evaluates our segments based on segment revenues and segment profit.

The Company measures and evaluates our segments based on segment revenues and segment profit (loss).

The CODM reviews segment profits and significant expense categories to assess performance, identify trends or changes, and determine the proper allocation of resources.

The reportable segments do not include an allocation of the costs related to shared service functions, such as accounting/finance, human resources, audit services, legal, tax and treasury.

These costs are reflected in the caption “Shared services” below.

Our measure of segment profit excludes depreciation and amortization, share-based compensation, company-owned life insurance (“COLI”) gains/ losses, net of changes in our non-qualified deferred compensation obligation supported by these policies, acquisition, integration, and strategic initiatives, gains on the sale of company-operated restaurants, gains on acquisition of restaurants, and amortization of favorable and unfavorable leases and subleases, net.

These costs are reflected in the caption “general and administrative and other unallocated” below.

Our measure of segment profit excludes general and administrative and other unallocated costs, depreciation and amortization, company-owned life insurance (“COLI”) gains/ losses, impairment of goodwill and intangible assets, other operating expense (income), net, and gains on the sale of company-operated restaurants.

We do not evaluate, manage or measure performance of segments using asset values, pension or post-retirement expense, interest income and expense, or income tax information as they are not viewed by the Company as relevant to segment performance.

Accordingly, this information by segment is not prepared or disclosed.

JACK IN THE BOX INC.

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The following table provides information related to our operating segments in each period ( in thousands ):

Jack in the Box Del Taco Total

Revenues by segment $ 1,153,967 $ 311,347 $ 1,465,314

Food and packaging 116,472 54,605 171,077

Payroll and employee benefits 140,789 81,366 222,155

Occupancy and other operating costs 77,807 51,381 129,188

Other segment expense (1) 46,073 26,536 72,609

Franchise expenses 443,126 73,838 516,964

Segment profit (loss):

329,700 23,621 353,321

General and administrative and other unallocated 91,243

Depreciation and amortization 58,314

(Gain)/ loss on COLI ( 6,882 )

Impairment of goodwill and intangible assets 209,556

Other operating expense (income), net 22,403

Gains on the sale of company-operated restaurants ( 3,243 )

Other pension and post-retirement expenses, net 5,814

Interest expense, net 78,941

(Loss) earnings before income taxes $ ( 102,825 )

________________________

(1) Other segment expense represents selling, general, and administrative costs, pre-opening costs, and certain amortization expenses attributable to the identified operating segments.

Jack in the Box Del Taco Total

Revenues by segment $ 1,197,420 $ 373,886 $ 1,571,306

Jack in the Box restaurant operations $ 1,197,420 $ 1,195,311 $ 1,151,188

Del Taco restaurant operations 373,886 496,995 316,895

Consolidated revenues $ 1,571,306 $ 1,692,306 $ 1,468,083

Segment profit reconciliation:

Jack in the Box segment profit $ 362,377 $ 381,171 $ 383,794

Del Taco segment profit 28,968 45,730 62,353

Shared services ( 77,138 ) ( 87,862 ) ( 107,730 )

Food and packaging 126,064 73,207 199,271

Payroll and employee benefits 134,678 103,369 238,047

Occupancy and other operating costs 73,736 65,569 139,305

Other segment expense 32,385 28,416 60,801

Franchise expenses 455,625 66,166 521,791

Segment profit (loss):

374,932 37,159 412,091

General and administrative and other unallocated 100,004

Depreciation and amortization 59,776

Acquisition, integration and strategic initiatives 15,631 9,112 20,081

Share-based compensation 13,471 11,205 7,122

Net COLI (gains) losses ( 14,390 ) ( 5,953 ) 9,911

Goodwill impairment 162,624 — —

(Gain)/ loss on COLI ( 14,390 )

Impairment of goodwill and intangible assets 162,624

Other operating expense (income), net 24,796

Gains on the sale of company-operated restaurants ( 3,255 )

Gains on acquisition of restaurants ( 2,702 ) — ( 309 )

Amortization of favorable and unfavorable leases and subleases, net 516 1,633 1,120

Earnings from operations $ 82,536 $ 278,753 $ 248,270

We do not evaluate, manage or measure performance of segments using asset, pension or post-retirement expense, interest income and expense, or income tax information;

accordingly, this information by segment is not prepared or disclosed.

Other pension and post-retirement expenses, net 6,843

Interest expense, net 80,016

(Loss) earnings before income taxes $ ( 4,323 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Jack in the Box Del Taco Total

Revenues by segment $ 1,195,311 $ 496,995 $ 1,692,306

Food and packaging 130,905 119,931 250,836

Payroll and employee benefits 127,357 147,241 274,598

Occupancy and other operating costs 69,216 94,057 163,273

Other segment expense 30,757 40,535 71,292

Franchise expenses 454,390 41,073 495,463

Segment profit (loss):

382,686 54,158 436,844

General and administrative and other unallocated 108,918

Depreciation and amortization 62,287

(Gain)/ loss on COLI ( 5,953 )

Other operating expense (income), net 10,837

Gains on the sale of company-operated restaurants ( 17,998 )

Other pension and post-retirement expenses, net 6,967

Interest expense, net 82,446

(Loss) earnings before income taxes $ 189,340

Income taxes consist of the following in each fiscal year ( in thousands ):

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( 57,705 ) ( 10,812 ) ( 11,989 )

Income tax expense from continuing operations $ 32,372 $ 58,514 $ 46,111

Income tax (benefit) expense from continuing operations $ ( 22,106 ) $ 32,372 $ 58,514

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Our expense (benefit) for income taxes differs from the amount computed by applying the U.S.

The expense (benefit) for income taxes differs from the amount computed by applying the U.S.

federal statutory rate to pre-tax income (loss).

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2025 2024 2023

Pre-tax income (loss) $ ( 4,323 ) $ 189,340 $ 161,892

Pre-tax (loss) income $ ( 102,825 ) $ ( 4,323 ) $ 189,340

Income tax at federal statutory rate ( 21,593 ) 21.0 % ( 908 ) 21.0 % 39,821 21.0 %

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Nondeductible goodwill related to the sale of company-operated restaurants 120 ( 0.1 ) % 1,787 ( 41.3 ) % 9,280 4.9 %

Nondeductible transaction costs — — % — — % 940 0.6 %

Expense (benefit) related to COLIs ( 4,703 ) 108.8 % ( 1,947 ) ( 1.0 ) % 3,319 2.1 %

State audit accrual ( 747 ) 0.7 % — — % — — %

Benefit related to COLIs ( 2,271 ) 2.2 % ( 4,703 ) 108.8 % ( 1,947 ) ( 1.0 ) %

Officers’ compensation limitation ( 333 ) 0.3 % 1,306 ( 30.2 ) % 1,188 0.6 %

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Operating and finance lease liabilities $ 372,538 $ 381,522

Accrued defined benefit pension and postretirement benefits 22,074 18,896

Deferred income 22,974 15,465

Accrued legal settlements 4,764 11,099

Accrued defined benefit pension and postretirement benefits 19,096 22,074

Accrued insurance 7,145 7,135

Share-based compensation 5,869 6,814

Deferred interest deduction 5,606 1,664

Accrued legal settlements 5,377 4,764

Property and equipment, net of impairment 4,107 5,847

Accrued incentive compensation 1,921 2,692

Other reserves and allowances 1,778 1,241

Accrued compensation expense 1,325 1,254

Capitalized research costs 1,152 1,443

Tax loss and tax credit carryforwards 398 387

Accrued compensation expense 1,254 1,259

Other reserves and allowances 1,241 1,144

Property and equipment, net of impairment 5,847 181

Other, net 2,509 2,537

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Intangible assets ( 41,128 ) ( 88,378 )

Investment basis limitation — ( 6,191 )

Other ( 2,125 ) ( 1,542 )

Total gross deferred tax liabilities ( 410,527 ) ( 468,451 )

Net deferred tax liabilities $ ( 13,612 ) $ ( 26,229 )

Net deferred tax assets (liabilities) $ 41,268 $ ( 13,612 )

Deferred tax assets as of September 28, 2025 include state gross net operating loss carryforwards of approximately $ 10.6 million, of which $ 8.6 million has an indefinite carryforward.

The remainder will expire at various times between 2026 and 2042.

At September 29, 2024, California Enterprise Zone Credit carryforwards expired, and the Company released $ 1.0 million of deferred tax assets and $ 1.0 million of valuation allowances thereto.

We believe it is more likely than not that all other deferred tax assets will be realized through future taxable income or alternative tax strategies.

The Company believes it is more likely than not that all deferred tax assets will be realized through future taxable income or alternative tax strategies.

JACK IN THE BOX INC.

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These programs include defined contribution plans, defined benefit pension plans, and postretirement healthcare plans.

Defined contribution plans — At the beginning of fiscal year 2024, we maintained two qualified savings plans pursuant to Section 401(k) of the Internal Revenue Code (“IRC”);

the Jack in the Box Inc.

Easy$aver Plus Plan and the Del Taco Savings Plan.

Effective January 1, 2024, the Del Taco Savings Plan was merged into the Easy$aver Plus Plan so that now we maintain one qualified savings plan.

Defined contribution plans — We maintain a qualified savings plan pursuant to Section 401(k) of the Internal Revenue Code (“IRC”) called the Jack in the Box Inc.

Easy$aver Plus Plan.

Previously, we also maintained the Del Taco Savings Plan which was merged into the Easy$aver Plus Plan effective January 1, 2024.

The plan allows all employees who meet certain age and minimum service requirements to defer a percentage of their pay on a pre-tax basis.

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This plan allows participants to defer up to 50 % of their salary and 85 % of their bonus, on a pre-tax basis.

Our contributions under the non-qualified deferred compensation plan were $ 0.2 million in fiscal year 2024, $ 0.1 million in fiscal year 2023, and less than $ 0.1 million in fiscal year 2022.

Our contributions under the non-qualified deferred compensation plan were $ 0.1 million in fiscal year 2025, $ 0.2 million in fiscal year 2024, and $ 0.1 million in fiscal year 2023.

Defined benefit pension plans — We sponsor two defined benefit pension plans, a “Qualified Plan” covering substantially all full-time employees hired prior to January 1, 2011, and an unfunded supplemental executive retirement plan (“SERP”) which provides certain employees additional pension benefits and was closed to new participants effective January 1, 2007.

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Participant contributions — — — — 103 102

Actuarial loss (gain) 29,769 ( 13,792 ) 5,199 ( 1,287 ) 1,186 ( 383 )

Actuarial (gain) loss ( 17,080 ) 29,769 ( 3,572 ) 5,199 320 1,186

Benefits paid ( 14,275 ) ( 13,985 ) ( 5,169 ) ( 4,803 ) ( 1,445 ) ( 1,268 )

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Total recognized in comprehensive income $ ( 4,660 ) $ 4,279 $ ( 794 ) $ 8,387 $ 935 $ 1,897

Amounts in AOCI expected to be amortized in next fiscal net periodic benefit cost:

Net actuarial loss (gain) $ 2,416 $ 990 $ ( 778 )

The net actuarial loss arising in the current year is primarily attributable to the impact of lower discount rates, partially offset by an increase in the actual return on plan assets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The net actuarial gain arising in the current year for the benefit obligations was primarily due to an increase in the discount rate on the qualified plan from the prior year.

Additional year-end pension plan information — The PBO represents the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases.

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Since the Qualified Plan is frozen and the SERP has no active participants, the PBO and ABO are equal.

As of September 29, 2024 and October 1, 2023, respectively, the Qualified Plan’s ABO was less than the fair value of its plan assets.

The SERP is an unfunded plan and, as such, had no plan assets as of September 29, 2024 and October 1, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of September 28, 2025 and September 29, 2024, respectively, the Qualified Plan’s ABO was less than the fair value of its plan assets.

The SERP is an unfunded plan and, as such, had no plan assets as of September 28, 2025 and September 29, 2024.

The following sets forth the PBO, ABO, and fair value of plan assets of our pension plans as of the measurement date in each fiscal year ( in thousands ):

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Actuarial loss 2,416 2,403 2,349

Net periodic benefit (credit) cost $ 3,212 $ 3,312 $ ( 3,404 )

Net periodic benefit cost $ 2,209 $ 3,212 $ 3,312

Interest cost $ 2,778 $ 3,188 $ 3,149

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Assumptions — We determine our actuarial assumptions on an annual basis.

In determining the present values of our benefit obligations and net periodic benefit costs as of and for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022, we used the following weighted-average assumptions:

In determining the present values of our benefit obligations and net periodic benefit costs as of and for the fiscal years ended September 28, 2025, September 29, 2024, and October 1, 2023, we used the following weighted-average assumptions:

2025 2024 2023

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The assumed discount rate and expected long-term rate of return on assets have a significant effect on amounts reported for our pension and postretirement plans.

If the discount rate and expected rate of return on assets used were to decrease by 0.25 %, fiscal 2024 earnings before income taxes would have decreased by $ 0.1 million and decreased by $ 1.0 million, respectively.

If the discount rate and expected rate of return on assets used were to decrease by 0.25 %, fiscal 2025 earnings before income taxes would have decreased by less than $ 0.1 million and decreased by $ 0.7 million, respectively.

For measurement purposes, the weighted-average assumed health care cost trend rates for our postretirement health plans were as follows for each fiscal year:

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Our asset allocation strategy utilizes multiple investment managers in order to maximize the plan’s return while minimizing risk.

We regularly monitor our asset allocation, and senior financial management and the Finance Committee of the Board of Directors review performance results quarterly.

We regularly monitor our asset allocation, and senior financial management and the Board of Directors review performance results quarterly.

We continually review our target asset allocation for our Qualified Plan and when changes are made, we reallocate our plan assets over a period of time, as deemed appropriate by senior financial management, to achieve our target asset allocation.

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Future cash flows — Our policy is to fund our plans at or above the minimum required by law.

As of the date of our last actuarial funding valuation, there was no minimum requirement.

We do not anticipate making any contributions to our Qualified Plan in fiscal 2025.

As of the date of our last actuarial funding valuation, the minimum required contribution is $ 1.6 million and must be satisfied by September 15, 2026.

At this time, we do not anticipate making any contributions to our Qualified Plan in fiscal 2026 as this requirement may also be satisfied by application of the available funding balances.

Contributions expected to be paid in the next fiscal year, the projected benefit payments for each of the next five fiscal years, and the total aggregate amount for the subsequent five fiscal years are as follows ( in thousands ):

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We will continue to evaluate contributions to our Qualified Plan based on changes in pension assets as a result of asset performance in the current market and economic environment.

Expected benefit payments are based on the same assumptions used to measure our benefit obligations at September 29, 2024 and include estimated future employee service, if applicable.

Expected benefit payments are based on the same assumptions used to measure our benefit obligations at September 28, 2025.

SHARE-BASED EMPLOYEE COMPENSATION

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There were 972,739 shares of common stock available for future issuance under this plan as of September 28, 2025.

We also maintain a deferred compensation plan for non-management directors under which those who are eligible to receive fees or retainers may choose to defer receipt of their compensation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We also maintain a deferred compensation plan for non-management directors under which those who are eligible to receive retainers may choose to defer receipt of their compensation.

The deferred amounts are converted to stock equivalents.

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There were 105,811 shares of common stock available for future issuance under this plan as of September 28, 2025.

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Compensation expense — The components of share-based compensation expense, included within “Selling, general, and administrative expenses” in our consolidated statements of earnings, in each fiscal year are as follows ( in thousands ):

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Grants to executive officers of time-vesting RSUs vest ratably over four years or three years , are subject to a stock holding requirement of 50 % of after-tax net shares resulting from the vesting of RSUs, and must be held until the multiple of base salary stock ownership is met.

There were 22,582 RSU’s vesting over four years , and 104,419 RSU’s vesting over three years , outstanding as of September 29, 2024.

There were 4,046 of these RSU’s vesting over four years , and 219,954 RSU’s vesting over three years , outstanding as of September 28, 2025.

RSUs issued to non-management directors vest 12 months from the date of grant, or upon termination of board service, including RSUs for which the director elected to defer receipt until termination of board service, and totaled 84,801 units outstanding as of September 28, 2025.

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Average Grant

RSUs outstanding at October 1, 2023

RSUs outstanding at September 29, 2024

381,738 $ 69.59

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All option grants provide for an option exercise price equal to the closing market value of the common stock on the date of grant.

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following is a summary of stock option activity for fiscal 2025:

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(in thousands)

Options outstanding at October 1, 2023

Options outstanding at September 29, 2024

14,011 $ 84.23

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The aggregate intrinsic value in the table above is the amount by which the current market price of our stock on September 28, 2025 exceeds the weighted-average exercise price.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We use a valuation model to determine the fair value of options granted that requires the input of highly subjective assumptions, including the expected volatility of the stock price.

1 unchanged sentence

As of September 28, 2025, there was no unrecognized compensation cost related to stock options grants.

There were no stock options exercised in fiscal year 2024.

The total intrinsic value of stock options exercised was less than $ 0.1 million in fiscal years 2023 and 2022, respectively.

There were no stock options exercised in fiscal year 2025 or 2024.

The total intrinsic value of stock options exercised was less than $ 0.1 million in fiscal 2023.

Performance share awards — Performance share awards, granted in the form of stock units, represent a right to receive a certain number of shares of common stock based on the achievement of corporate performance goals and continued employment during the vesting period.

Performance share awards issued to executives vest at the end of a three-year period and vested amounts may range from 0 % to a maximum of 150 % of targeted amounts depending on the achievement of performance measures at the end of a three-year period.

If the awardee ceases to be employed by the Company prior to the last day of the performance period due to retirement, disability, or death, the performance share awards become vested pro-rata based on the number of full accounting periods the awardee was continuously employed by the Company during the performance period.

If the awardee ceases to be employed by the Company prior to the last day of the performance period due to retirement or death under the Plan, and including disability under the Prior Plan, the performance share awards become vested pro-rata based on the number of full accounting periods the awardee was continuously employed by the Company during the performance period.

The expected cost of the shares is based on the fair value of our stock on the date of grant and is reflected over the vesting period with a reduction for estimated forfeitures.

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It is our intent to settle these awards with shares of common stock.

In May 2025, certain executives were granted market-based performance share awards of which the vesting is contingent upon meeting Company stock price hurdles satisfied after 20 consecutive trading days at the target price or higher, as well as continuous service during the performance period.

The number of shares that will vest varies depending on the hurdles achieved.

These awards vest at the completion of the third year from the grant date.

The number of shares that can vest ranges from 0 % to 200 % of the target number of performance shares granted.

Expense is recorded on a straight-line basis over the vesting period based on the fair value of the shares as determined by a Monte Carlo simulation on the grant date.

The Monte Carlo simulation used a volatility assumption of 42.13 %, a risk-free interest rate of 3.62 %, a dividend yield of 0 %, and a term of three years which resulted in a fair value per share of $ 32.16 .

The following is a summary of performance share award activity for fiscal 2025:

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Average Grant

Performance share awards outstanding at October 1, 2023

Performance share awards outstanding at September 29, 2024

145,167 $ 70.53

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The total fair value of awards that became fully vested during fiscal years 2025, 2024, and 2023 was $ 0.9 million, $ 2.7 million, and $ 1.8 million, respectively.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Nonvested restricted stock awards — As part of the Merger Agreement, on the Closing Date, the Company assumed Del Taco’s historical equity compensation plans.

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During fiscal 2025, 2024, and 2023, 765 shares of common stock were issued in connection with a director retirement.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following is a summary of the stock equivalent activity for fiscal 2025:

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Average Grant

Stock equivalents outstanding at October 1, 2023

Stock equivalents outstanding at September 29, 2024

91,885 $ 61.53

Deferred directors’ compensation 756 $ 69.40

Dividend equivalents 3,714 $ 32.66

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As of September 28, 2025, there was $ 175.0 million remaining amount under share repurchase programs authorized by the Board of Directors which do not expire.

Dividends — In fiscal 2024, the Board of Directors declared four cash dividends of $ 0.44 , respectively, totaling $ 34.2 million.

Dividends — In fiscal 2025, the Board of Directors declared two cash dividends of $ 0.44 , respectively, totaling $ 16.7 million.

Future dividends are subject to approval by our Board of Directors.

As previously announced, the Company has discontinued its dividend.

Stockholder Rights Plan — On July 1, 2025, the Board of Directors adopted a limited-duration stockholder rights plan and declared a dividend of one right (a “Right”) for each outstanding share of the Company’s common stock held of record at the close of business on July 14, 2025.

The Rights will generally become exercisable if a person or group acquires beneficial ownership of 12.5 % or more of the outstanding shares of the Company’s common stock, subject to certain exceptions (including an exception for existing persons who own in excess of such triggering percentage and do not acquire additional shares of the Company’s common stock).

If the Rights become exercisable, all holders of Rights (other than the triggering person or group) will be entitled to purchase shares of the Company’s common stock at a 50 % discount to the then-current market price or the Company may exchange each Right held by such holders for one share of the Company’s common stock.

The terms of the Rights are set forth in the Stockholder Protection Rights Agreement, dated as of July 1, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”).

The Rights will expire on July 1, 2026, unless the Rights are earlier redeemed, or the Rights Agreement is terminated, by the Board of Directors.

AVERAGE SHARES OUTSTANDING

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Performance share awards are included in the average diluted shares outstanding each period if the performance criteria have been met at the end of the respective periods.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding in each fiscal year ( in thousands ):

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These agreements require minimum purchases by the Company and its franchisees at agreed upon prices until the total volume commitments have been reached.

Based on current pricing and ratio of usage at company-operated to franchised restaurants as of September 29, 2024, total food and beverage purchase requirements under these agreements is estimated to be approximately $ 89.9 million over the next six years .

Based on current pricing and ratio of usage at company-operated to franchised restaurants as of September 28, 2025, total food and beverage purchase requirements under these agreements is estimated to be approximately $ 136.8 million over the next twelve years .

We also have entered into various arrangements with vendors providing information technology services with no early termination fees.

The Company’s unconditional purchase obligations on these contracts total approximately $ 10.6 million over the next four years .

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s unconditional purchase obligations on these contracts total approximately $ 7.8 million over the next six years .

Legal matters — The Company assesses contingencies, including litigation contingencies, to determine the degree of probability and range of possible loss for potential accrual in our financial statements.

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On October 24, 2022, a jury awarded plaintiffs approximately $ 6.4 million in damages and penalties.

The Company continues to dispute liability and the damage award and will defend against both through post-trial motions and all other available appellate remedies.

As of September 29, 2024, the Company has accrued the verdict amount above, as well as pre-judgment and post-judgment interest and an estimated fee award, for an additional $ 9.3 million.

The Company continues to dispute liability and the damage award and both parties have filed appeals of the verdict.

As of September 28, 2025, the Company has accrued the verdict amount above, as well as estimated prejudgment and post-judgment interest and fee award, for an additional $ 10.1 million.

These amounts are included within “Accrued liabilities” on our consolidated balance sheet as of September 28, 2025.

The Company will continue to accrue for post-judgment interest until the matter is resolved.

Torrez — In March 2014, a former Del Taco employee filed a purported Private Attorneys General Act claim and class action alleging various causes of action under California’s labor, wage, and hour laws.

The plaintiff generally alleges Del Taco did not appropriately provide meal and rest breaks and failed to pay wages and reimburse business expenses to its California non-exempt employees.

On November 12, 2021, the court granted, in part, the plaintiff's motion for class certification.

The parties participated in a voluntary mediation on May 24, 2022 and June 3, 2022.

On June 4, 2022, we entered into a Settlement Memorandum of Understanding (the “Agreement”) which obligates the Company to pay a gross settlement amount of $ 50.0 million, for which in exchange we will be released from all claims by the parties.

On August 8, 2023, the court issued its final approval of the settlement and on August 9, 2023 final judgment was entered.

The Company made the full payments for the settlement amounts.

As of September 29, 2024, the Company has no further amounts accrued on its consolidated balance sheet.

J&D Restaurant Group — On April 17, 2019, the trustee for a bankrupt former franchisee filed a complaint generally alleging the Company wrongfully terminated the franchise agreements and unreasonably denied two perspective purchasers the former franchisee presented.

JACK IN THE BOX INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

J&D Restaurant Group — On April 17, 2019, the trustee for a bankrupt former franchisee filed a complaint generally alleging the Company wrongfully terminated the franchise agreements and unreasonably denied two prospective purchasers the former franchisee presented.

The parties participated in a mediation in April 2021, and again in December 2022, but the matter did not settle.

Trial commenced on January 9, 2023.

On February 8, 2023, the jury returned a verdict finding the Company had not breached any contracts in terminating the franchise agreements or denying the proposed buyers.

The trial commenced on January 9, 2023 and on February 8, 2023, the jury returned a verdict finding the Company had not breached any contracts in terminating the franchise agreements or denying the proposed buyers.

However, while the jury also found the Company had not violated the California Unfair Practices Act, it found for the plaintiff on the claim for breach of implied covenant of good faith and fair dealing, and awarded $ 8.0 million in damages.

On May 9, 2023, the court granted the Company’s post-trial motion, overturning the jury verdict and ordering the plaintiff take nothing on its claims.

As a result, the Company reversed the prior $ 8.0 million accrual, and as of September 29, 2024, the Company has no amounts accrued for this case on its consolidated balance sheet.

As a result, the Company reversed the prior $ 8.0 million.

The Plaintiff has appealed the trial court’s post-trial rulings.

As part of the appeal, the parties participated in a mediation on March 18, 2025, but the matter did not settle.

On October 9, 2025, the appellate court issued an opinion affirming the trial court’s take nothing judgment in favor of the Company.

As of September 28, 2025, the Company has accrued an amount commensurate with attempts to resolve the claims on its consolidated balance sheet.

Other legal matters — In addition to the matters described above, we are subject to normal and routine litigation brought by former or current employees, customers, franchisees, vendors, landlords, shareholders, or others.

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We record receivables from third party insurers when recovery has been determined to be probable.

JACK IN THE BOX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Lease guarantees — We remain contingently liable for certain leases relating to our former Qdoba business which we sold in fiscal 2018.

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The Company has not recorded a liability for these guarantees as we believe the likelihood of making any future payments is remote.

Huntington Finance Guarantees - The Company has an agreement for a financing structure with a technology partner to allow them to limit their exposure to risk, while they service the franchise-owned locations.

As of September 28, 2025, and in accordance with that arrangement, the Company has funded amounts included in restricted cash of $ 2.0 million and has an additional unfunded obligation of approximately of $ 0.8 million .

SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (in thousands)

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Increase in dividends accrued or converted to common stock equivalents $ 121 $ 271 $ 285

Consideration for franchise acquisitions $ — $ — $ 297

(Decrease) increase in obligations for purchases of property and equipment $ 1,232 $ ( 2,482 ) $ 3,731

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September 28,

2024 October 1,

2025 September 29,

Accounts and other receivables, net:

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SUBSEQUENT EVENTS

On November 14, 2024, the Board of Directors declared a cash dividend of $ 0.44 per share, to be paid on December 30, 2024 to shareholders of record as of the close of business on December 12, 2024.

Future dividends will be subject to approval by our Board of Directors.

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 $ 115.0 million in cash, subject to certain closing cash, working capital, debt and transaction expense adjustments.

The Company anticipates closing the transaction in the first quarter of 2026, and will finalize the accounting upon its closing and anticipates recording a material loss on sale.

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 9A. Controls and Procedures