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): November 17, 2025
BJ’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| California | 0-21423 | 33-0485615 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7755 Center Avenue | |
| Suite 300 | |
| Huntington Beach, California | 92647 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (714) 500-2400
(Former name or former address, if changed since last report.)
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 |
Name of each exchange on which registered |
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| Common Stock, No Par Value | BJRI | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 14, 2025, BJ’s Restaurants, Inc. (the “Company”) entered into an Amendment to Cooperation Agreement (the “Amendment) with Act III Holdings, LLC (“Act III Holdings”), Act III Management, LLC (“Act III Management”), BJ’s Act III, LLC (“BJ’s Act III”), and SC 2018 Trust LLC (the “2018 Trust” and, collectively with Act III Holdings, Act III Management, and BJ’s Act III, the “Act III Parties”), which amended its Cooperation Agreement (the “Act III Cooperation Agreement’), dated December 30, 2024, between the Company and the Act III Parties.
The Amendment (i) extended the expiration date of the Act III Cooperation Agreement to June 30, 2027 from May 4, 2027, and (ii) amended the standstill restrictions to permit the Act III Parties and their respective Affiliates to acquire additional beneficial ownership of the Company’s Common Stock so long as such beneficial ownership does not result in Act III and its Affiliates owning or having economic exposure equal to, in the aggregate, more than 2,091,011 shares of Company Common Stock (representing approximately 9.9% of the Company’s outstanding Common Stock as of the date of the Amendment), but excluding shares currently owned by Noah Elbogen or acquired by him after the date of the Amendment as a result of equity grants made to him in connection with his service on the Company’s Board of Directors (the “Act III Ownership Cap”).
A summary of the Act III Cooperation Agreement, as amended by the Amendment, is set forth below:
(i) The Act III Parties will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of beneficial ownership of or otherwise having economic exposure in aggregate amount in excess of the Act III Ownership Cap, proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions;
(ii) The Act III Parties will vote all shares of Common Stock beneficially owned by them in accordance with the Board’s recommendations with respect to (1) the election, removal and/or replacement of directors of the Company and (2) any other proposal submitted to shareholders, subject to certain exceptions relating to extraordinary transactions and recommendations made by Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC;
(iii) Each party agrees not to disparage or sue the other party, subject to certain exceptions; and
(iv) At the Company’s request, the Act III Parties will make their personnel and management available to collaborate with and support the Company’s management on key initiatives or organizational enhancements (including, without limitation, culinary, supply chain, marketing, design, technology and recruiting).
(v) Unless otherwise mutually agreed to in writing by each party, this Act III Cooperation Agreement shall remain in effect until June 30, 2027.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Act III Cooperation Agreement which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on January 2, 2025, as amended by the Amendment attached hereto as Exhibit 10.1 and incorporated herein by this reference.
Item 9.01 Exhibits.
| Exhibit No. | Description | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| November 17, 2025 |
BJ’S RESTAURANTS, INC. (Registrant)
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By: |
/s/ LYLE D. TICK |
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Lyle D. Tick, Chief Executive Officer, President, and Director |
|
Exhibit 10.1
AMENDMENT TO COOPERATION AGREEMENT
THIS AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made and entered into as of November 14, 2025, by and among BJ’s Restaurants, Inc., a California corporation (the “Company”), on the one hand, and Act III Holdings, LLC, a Delaware limited liability company (“Act III Holdings”), Act III Management, LLC, a Delaware limited liability company (“Act III Management”), BJ’s Act III, LLC, a Delaware limited liability company (“BJ’s Act III”), and SC 2018 Trust LLC, a Delaware limited partnership (the “2018 Trust”), on the other hand. Act III Holdings, Act III Management, BJ’s Act III, and the 2018 Trust, collectively with each of their respective Affiliates, are referred to herein as the “Act III Parties” and individually as an “Act III Party.” Company and each of the Act III Parties are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in that certain Cooperation Agreement, dated as of December 30, 2024, by and among the Company and the Act III Parties (the “Cooperation Agreement”).
WHEREAS, BJ’s Act III is the holder of 375,000 shares of the Company’s Common Stock, no par value (the “Common Stock”), and is the holder of that certain Common Stock Purchase Warrant, having an initial issuance date of May 5, 2020, granting the Holder the right, as adjusted, to acquire up to 876,949 shares of Common Stock (as amended by Amendments No. 1 and No. 2 thereto, the “Warrant”);
WHEREAS, the Company and the Act III Parties wish to amend certain provisions of the Cooperation Agreement, as provided in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1. Amendment of Termination Date. The “Expiration Date” (as defined in Section 10 of the Cooperation Agreement) is hereby extended from May 4, 2027 to June 30, 2027.
2. Amendment of Standstill Provisions. Section 3(a) of the Cooperation Agreement is hereby amended to and replaced in their entirely with the following:
“(a) acquire, offer or seek to acquire, agree to acquire, or acquire rights to acquire (except by way of exercise of the Warrant or by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis or pursuant to an Extraordinary Transaction approved by the Board), whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any voting securities of the Company (other than through any index fund, exchange traded fund, benchmark fund or broad-based basket of securities) or any voting rights decoupled from the underlying voting securities, that would result in the Act III Parties and its Affiliates (for the avoidance of doubt, shares of Common Stock beneficially owned by Noah Elbogen as of the date hereof and any future shares received by Noah Elbogen in connection with his service as a director of the Company shall not be deemed to be beneficially owned by Act III or any of its Affiliates) having beneficial ownership of, in the aggregate, more than 2,091,011 shares of Common Stock (inclusive of shares issuable upon exercise of the Warrant), or otherwise having economic exposure equal to, in the aggregate, more than 2,091,011 shares of Common Stock (inclusive of shares issuable upon exercise of the Warrant);”
3. Miscellaneous Provisions.
3.1 Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Act III Parties shall bind and inure to the benefit of their respective successors and assigns.
3.2 Governing Law; Jurisdiction. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of California, in accordance with the provisions of Section 13 of the Cooperation Agreement.
3.3 Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
3.4 Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
3.5 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
3.6 No Other Amendment. Except as specifically set forth in this Amendment, the terms of the Cooperation Agreement shall remain unchanged and in full force and effect.
[Signature pages follow]
IN WITNESS WHEREOF, the Company and the Act III Parties have caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| BJ’S RESTAURANTS, INC. | |||
| By: | /s/ LYLE TICK | ||
| Name: Lyle Tick | |||
| Title: CEO and President | |||
[Signature Page to Amendment to Cooperation Agreement]
IN WITNESS WHEREOF, the Company and the Act III Parties have caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| ACT III PARTIES: | |||
| ACT III HOLDINGS, LLC | |||
| By: | /s/ RONALD M. SHAICH | ||
| Ronald M. Shaich, Chief Executive Officer | |||
| ACT III MANAGEMENT, LLC | |||
| By: | /s/ RONALD M. SHAICH | ||
| Ronald M. Shaich, Chief Executive Officer | |||
| BJ’S ACT III, LLC | |||
| By: | /s/ RONALD M. SHAICH | ||
| Ronald M. Shaich, Chief Executive Officer | |||
| SC 2018 TRUST LLC | |||
| By: | /s/ RONALD M. SHAICH | ||
| Ronald M. Shaich, Investment Manager | |||
[Signature Page to Amendment to Cooperation Agreement]