Form 8-K

8-K — JACK IN THE BOX INC

Accession: 0000807882-26-000059

Filed: 2026-04-13

Period: 2026-04-13

CIK: 0000807882

SIC: 5812 (RETAIL-EATING PLACES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — jack-20260413.htm (Primary)

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8-K

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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): April 13, 2026

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)

_________________

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)

_________________

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:

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. ¨

______________________________________________________________________

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 13, 2026, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”) appointed Eduardo Luz to the Board as an independent director, effective immediately. Mr. Luz will serve until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified.

Additionally, David Goebel and Madeleine Kleiner have notified the Company of their intent to retire from the Board, effective May 8, 2026. Their retirements are voluntary and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Following these changes, the Board will be comprised of nine directors.

Mr. Luz has more than 30 years of experience building and leading global restaurant and consumer brands. He most recently served as Chief Executive Officer of P.F. Chang’s, and previously served as Chief Brand and Concept Officer at Panera Bread. Earlier in his career, Mr. Luz held senior leadership roles at The Kraft Heinz Company and began his career at Accenture. Mr. Luz holds an MBA from The Wharton School.

There are no arrangements or understandings between Mr. Luz and any other person pursuant to which he was selected as a director, nor are there any transactions involving Mr. Luz that would be required to be disclosed pursuant to Item 404(a) of Regulation S‑K.

Mr. Luz will serve as a member of the Board’s Compensation and Nominating & Governance Committees.

Item 7.01. Regulation FD Disclosure.

On April 13, 2026, the Company issued a press release announcing the appointment of Mr. Luz to the Board and the retirement of Mr. Goebel and Ms. Kleiner. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated by reference herein.

The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release dated April 13, 2026

104 Cover Page Interactive Date File (embedded with 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 thereunto duly authorized.

JACK IN THE BOX INC.

April 13, 2026 /s/ Sarah Super

Sarah Super

EVP, Chief Legal & Administrative Officer

EX-99.1

Filename: ex991-pressreleasexbodanno.htm · Sequence: 2

Document

Exhibit 99.1

Contact: Rachel Webb

Vice President, Finance & Investor Relations

rachel.webb@jackinthebox.com

(858) 522-4556

Press Release

Jack in the Box Inc. Advances Board Refreshment with Appointment of Eduardo Luz

Accomplished Restaurant Executive Joins as Independent Director to Support Transformation

David Goebel and Madeleine Kleiner to Retire from the Board

SAN DIEGO, Calif. – April 13, 2026 – Jack in the Box Inc. (“Jack in the Box” or the “Company”) (NASDAQ: JACK) today announced that Eduardo Luz has been appointed to its Board of Directors (the “Board”) as an independent director. The Company also announced that David Goebel and Madeleine Kleiner will retire from the Board, effective May 8, 2026.

With these actions, the Board will reduce its size to nine members. Mr. Luz joins as part of Jack in the Box’s continued focus on maintaining a best-in-class Board, which has resulted in significant refreshment over the past year. The Board will continue to evaluate opportunities for additional refreshment to ensure its composition and skillsets continue to reflect the evolving needs of the business.

“We are pleased to welcome Eduardo to Jack in the Box’s Board. Eduardo is an accomplished restaurant industry executive with significant leadership and brand-building experience that will be an important asset as we continue to advance Jack in the Box’s transformation,” said Mark King, Independent Chair of the Board. “Today’s announcement reflects our commitment to continued Board refreshment along with thoughtful engagement with our shareholders and responsiveness to their feedback. We continue to see significant opportunity for value creation at Jack in the Box and have full confidence in our ability to drive same-store sales, reduce debt, and improve margins.”

Mr. King continued, “I also want to thank Dave and Madi for their service and contributions to Jack in the Box. They have both been valued members of the Board, and we wish them the best.”

"I am thrilled to join the Board and advance Jack in the Box’s transformation," said Mr. Luz. "Jack in the Box has a strong brand and a proven commitment to innovate for its guests. I look forward to partnering with the Board and management team to build on the company’s momentum and drive long-term growth.”

About Eduardo Luz

Mr. Luz has over 30 years of experience building and growing businesses and brands across the restaurant and consumer goods industries, with global expertise in scaled platforms. Mr. Luz most recently served as CEO of P. F. Chang’s, where he drove performance through streamlined operations, investment in digital capabilities, and value-oriented offerings that enhanced the global guest experience. Prior to P. F. Chang’s, Mr. Luz served as Chief Brand and Concept Officer at Panera Bread, leading brand strategy and integrated digital, marketing, and menu innovation functions. Earlier in his career, Mr. Luz served as Zone President, North America and President, Grocery business unit at The Kraft Heinz Company. Mr. Luz started his career as a management consultant at Accenture and holds an MBA from The Wharton School.

Exhibit 99.1

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 2,125 restaurants across 22 states. For more information, including franchising opportunities, visit www.jackinthebox.com.

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 (the “SEC”), 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.

Contact

Rachel Webb 858-522-4556 rachel.webb@jackinthebox.com

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