Jack in the Box Adopts Poison Pill Against Activist Investor Stake Increase

Jack in the Box has adopted a limited-duration shareholder rights plan, commonly called a poison pill, to defend against a potential hostile takeover by activist investor Biglari Capital Corp., which has acquired 9.9% of the company's shares and intends to increase its stake. The rights plan will be triggered if any investor acquires 12.5% or more of the shares, allowing other shareholders to buy stock at a discount and thereby diluting the potential acquirer's ownership. This move supports Jack in the Box's ongoing 'JACK on Track' turnaround plan, which includes closing underperforming restaurants, exploring strategic alternatives for Del Taco, and focusing on debt repayment and a shift toward an asset-light model. Despite these efforts, Jack in the Box saw a 4.4% decline in same-store sales in the second quarter of 2025, and its stock price has fallen over 50% this year, though it experienced a recent uptick amid Biglari Capital's stake announcement. The board emphasized its confidence in management's ability to execute the turnaround strategy and protect shareholder value during this period. Biglari Capital's history of activist investments in other restaurant chains, such as Cracker Barrel and El Pollo Loco, underscores the significance of Jack in the Box's defensive move.