FALSE000080788200008078822025-12-222025-12-22
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2025
JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
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Delaware |
1-9390 |
95-2698708 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
9357 Spectrum Center Blvd, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)
(858) 571-2121
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
JACK |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On December 22, 2025 (the “Closing Date”), Jack in the Box Inc., a Delaware corporation (the “Company”) completed its previously announced sale of Del Taco Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company that owns and operates the Company’s Del Taco restaurant operations, to Del Taco Group, LLC, a California limited liability company and assignee of Yadav Enterprises, Inc., a California corporation and franchisee of the Company (“Buyer”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated October 15, 2025, by and among the Company, Buyer and Anil Yadav, a natural person (“Buyer Guarantor”), for an aggregate purchase price of approximately $119.0 million (the “Purchase Price”) in cash (the “Transaction”). The purchase price is subject to post-closing working capital adjustments. Buyer paid out $109.0 million in cash of the Purchase Price on the Closing Date, with the parties agreeing to permit Buyer to defer payment of the remaining $10.0 million in consideration to no later than January 12, 2026 subject to the Company’s receipt of a $100,000 commitment fee from Buyer, which was paid out to the Company on the Closing Date. The deferred amount accrues interest at an annual rate of eight percent. Buyer’s obligation to pay out the deferred consideration, together with accrued and unpaid interest, is guaranteed by Buyer Guarantor.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby, including the Transaction, is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2025, and the full text of which is incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On December 22, 2025, the Company issued a press release announcing the closing of the Transaction.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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| Exhibit No. |
Description |
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| 99.1 |
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| 104 |
Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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JACK IN THE BOX INC. |
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/s/ Sarah Super |
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Sarah Super |
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EVP, Chief Legal & Administrative Officer |
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Date: December 22, 2025
EX-99.1
2
ex991-pressreleasexdeltaco.htm
EX-99.1
Document
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Contact: Rachel Webb
Vice President, Investor Relations
rachel.webb@jackinthebox.com
858.522.4556 |
Press Release
Jack in the Box Inc. Completes Sale of Del Taco Holdings Inc.
SAN DIEGO, Calif. December 22, 2025 – Jack in the Box Inc. (NASDAQ: JACK) (the “Company”) today announced that it has completed the sale of Del Taco Holdings Inc. (“Del Taco”), to Yadav Enterprises Inc. (“Yadav”). The closing of this transaction is an important step in the Company’s “Jack on Track” plan to strengthen the Company’s balance sheet and accelerate its shift toward a simpler, asset-light business model.
The Company completed the sale to Yadav for approximately $119 million in consideration, subject to post-closing working capital and other adjustments. In connection with the closing, the Company received approximately $109 million of the consideration in cash and the remaining $10 million in the form of a 21-day promissory note, accruing interest at an 8% annual rate, fully guaranteed by Anil Yadav, founder and CEO of Yadav.
Lance Tucker, Chief Executive Officer of Jack in the Box Inc., said, “Our sale of Del Taco represents meaningful progress in simplifying our business model and reducing our debt. We remain committed to elevating the Jack in the Box brand and improving operational performance to drive sustainable, long-term growth and create value for our shareholders. We appreciate the Yadav team’s partnership during this transition and wish the Del Taco brand well in their next chapter.”
BofA Securities Inc. served as exclusive financial advisor to the Company, and Sullivan & Cromwell LLP served as its legal counsel in connection with this transaction. Yadav Enterprises Inc. was represented in this transaction by its General Counsel Steven M. Kries and advised by Baker Tilly.
About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,135 restaurants across 21 states. About Yadav Enterprises Inc. Yadav Enterprises Inc. operates more than 310 franchise restaurants including Jack in the Box, Denny’s, and TGI Friday’s, and owns the Taco Cabana brand, a fast-casual, Tex-Mex restaurant chain consisting of 150 locations, Del Taco®, the second largest Mexican-American QSR chain by units in the U.S. with approximately 575 restaurants across 18 states, and Nick the Greek, a fast-casual, Greek restaurant chain consisting of 90 locations. Safe Harbor Statement This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the Company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the Company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; stock market volatility. These and other factors are discussed in the Company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request.
The Company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.
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