Jack in the Box Inc.
A fast-food chain that runs drive-through restaurants across the United States, serving burgers, tacos, and its signature curly fries. It began in San Diego in 1951 when restaurant owner Robert O. Peterson installed a two-way intercom so drivers could order from their cars, and the name came from the jack-in-the-box that popped up with orders. The company also once owned the Qdoba Mexican Grill chain and is known for its round-headed mascot named Jack.
10-Q · Quarter ended Jul 5, 2026 · SEC filing ↗
The original filing sections are available below.
GENERAL The Company’s fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Fiscal years 2026 and 2025 each include 52 weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks. All comparisons between 2026 and 2025 refer to the 12 wee…
GENERAL The Company’s fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Fiscal years 2026 and 2025 each include 52 weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks. All comparisons between 2026 and 2025 refer to the 12 weeks (“quarter”) and 40 weeks (“year-to-date”) ended July 5, 2026 and July 6, 2025, respectively, unless otherwise indicated. For an understanding of the significant factors that influenced our performance during 2026 and 2025, our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended September 28, 2025. Our MD&A consists of the following sections: •Overview — a general description of our business. •Results of operations — an analysis of our condensed consolidated statements of earnings (loss) for the periods presented in our condensed consolidated financial statements. •Liquidity and capital resources — an analysis of our cash flows, including capital expenditures, share repurchase activity, dividends, and known trends that may impact liquidity. •Discussion of critical accounting estimates — a discussion of accounting policies that require critical judgments and estimates. •New accounting pronouncements — a discussion of new accounting pronouncements, dates of implementation and the impact on our consolidated financial position or results of operations, if any. •Cautionary statements regarding forward-looking statements — a discussion of the risks and uncertainties that may cause our actual results to differ materially from any forward-looking statements made by management. We have included in our MD&A certain performance metrics that management uses to assess company performance and which we believe will be useful in analyzing and understanding our results of operations. These metrics include: •Changes in sales at restaurants open more than 18 months (“same-store sales”), systemwide sales, franchised restaurant sales, and average unit volumes (“AUVs”). Same-store sales, restaurant sales, and AUVs are presented for franchised restaurants and on a system-wide basis, which includes company and franchise restaurants. Franchise sales represent sales at franchise restaurants and are revenues of our franchisees. We do not record franchise sales as revenues; however, our royalty revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchise sales. We believe franchise and system same-store sales, franchised and system restaurant sales, and AUV information are useful to investors as they have a direct effect on the Company’s profitability. Same-store sales, systemwide sales, franchised restaurant sales, and AUVs are not measurements determined in accordance with GAAP and should not be considered in isolation, or as an alternative to earnings from operations, or other similarly titled measures of other companies. OVERVIEW Our Business Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the Box® quick-service restaurants. As of July 5, 2026, we operated and franchised 2,115 restaurants, primarily in the western and southern United States, including restaurants in Guam and in Mexico. We derive revenue from retail sales at company-operated restaurants and rental revenue, royalties (based upon a percentage of sales), franchise fees and contributions for advertising and other services from franchisees. 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 Del Taco sale closed on December 22, 2025. 21 RESULTS OF OPERATIONS The following tables summarize changes in same-store sales for Jack in the Box company-operated, franchised, and system restaurants: Quarter Year-to-date July 5, 2026 July 6, 2025 July 5, 2026 July 6, 2025 Company (0.9 %) (6.4 %) (3.0 %) (3.3 %) Franchise (1.2 %) (7.2 %) (4.4 %) (3.3 %) System (1.1 %) (7.1 %) (4.2 %) (3.3 %) The following tables summarize year-to-date changes in the number and mix of Jack in the Box company and franchise restaurants: 2026 2025 Company Franchise Total Company Franchise Total Beginning of year 150 1,986 2,136 150 2,041 2,191 New 1 18 19 3 13 16 Closed (2) (38) (40) (11) (28) (39) End of period 149 1,966 2,115 142 2,026 2,168 % of system 7 % 93 % 100 % 7 % 93 % 100 % The following tables summarize restaurant sales for Jack in the Box company-operated, franchised, and systemwide sales (in thousands): Quarter Year-to-date July 5, 2026 July 6, 2025 July 5, 2026 July 6, 2025 Company-operated restaurant sales $ 96,268 $ 94,112 $ 322,871 $ 322,962 Franchised restaurant sales (1) 847,842 863,706 2,814,432 2,961,662 Systemwide sales (1) $ 944,110 $ 957,818 $ 3,137,303 $ 3,284,624 ____________________________ (1)Franchised restaurant sales represent sales at franchised restaurants and are revenues of our franchisees. System sales include company and franchised restaurant sales. We do not record franchised sales as revenues; however, our royalty revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchised sales. We believe franchised and system restaurant sales information is useful to investors as they have a direct effect on the Company's profitability. Company Restaurant Operations The following table presents company restaurant sales and costs as a percentage of the related sales (dollars in thousands): Quarter Year-to-date July 5, 2026 July 6, 2025 July 5, 2026 July 6, 2025 Company restaurant sales $ 96,268 $ 94,112 $ 322,871 $ 322,962 Company restaurant costs: Food and packaging $ 28,246 29.3 % $ 26,949 28.6 % $ 94,866 29.4 % $ 88,076 27.3 % Payroll and employee benefits $ 32,410 33.7 % $ 32,465 34.5 % $ 112,670 34.9 % $ 109,171 33.8 % Occupancy and other $ 18,621 19.3 % $ 17,840 19.0 % $ 61,527 19.1 % $ 59,184 18.3 % 22 Company restaurant sales increased $2.2 million, or 2.3% in the quarter and decreased $0.1 million, or less than 0.1%, year-to-date compared to the prior year. The following table presents the approximate impact of changes in AUVs and the number of restaurants on company restaurant sales (in millions): Quarter Year-to-date July 5, 2026 July 5, 2026 AUV increase (decrease) $ 0.3 $ (6.4) Change in the average number of restaurants 1.7 5.0 Other 0.2 1.3 Total change in company restaurant sales $ 2.2 $ (0.1) Same-store sales at company-operated restaurants decreased 0.9% in the quarter and 3.0% year-to-date compared to a year ago. The following table summarizes the change versus a year ago: Quarter Year-to-date July 5, 2026 July 5, 2026 Average check (1) 1.0 % (0.0 %) Transactions (1.9 %) (3.0 %) Change in same-store sales (0.9 %) (3.0 %) ____________________________ (1)Includes price increases of approximately 3.5% in the quarter and 3.0% year-to-date. Food and packaging costs, as a percentage of company restaurant sales, increased 0.7% in the quarter and 2.1% year-to-date compared to the prior year, due mainly to commodity inflation, offset by menu price increases. The year-to-date increase was also due to a non-recurring benefit in the prior year from a new supply chain contract with retroactive funding. Commodity inflation was 5.4% in the quarter and 6.0% year-to-date, with the greatest impacts in beef, tacos, produce and beverages. Payroll and employee benefit costs, as a percentage of company restaurant sales, decreased 0.8% in the quarter and increased 1.1% year-to-date compared to the prior year. The decrease in the quarter was due primarily to the rollover of additional FUTA taxes in California in the prior year, partially offset by the impact of the mix of restaurants and labor inflation of 1.8% in the quarter. Year-to date, the increase was due to the impact of the mix of restaurants and labor inflation of 1.0%. Occupancy and other costs, as a percentage of company restaurant sales, increased 0.3% in the quarter and 0.8% year-to-date compared to the prior year. For the quarter and year-to-date periods, these increases were primarily due to sales deleverage and higher rent. Occupancy and other costs also increased in the quarter due to higher delivery sales driving higher third party fees. 23 Franchise Operations The following table presents franchise revenues and costs in each period and other information we believe is useful in analyzing the change in franchise operating results (dollars in thousands): Quarter Year-to-date July 5, 2026 July 6, 2025 July 5, 2026 July 6, 2025 Franchise rental revenues $ 73,017 $ 76,538 $ 242,526 $ 260,254 Royalties, net of franchise incentive amortization 41,891 43,078 140,526 148,208 Franchise fees and other 1,190 1,526 4,470 5,765 Franchise royalties and other 43,081 44,604 144,996 153,973 Franchise contributions for advertising and other services 45,291 47,147 151,045 162,007 Total franchise revenues $ 161,389 $ 168,289 $ 538,567 $ 576,234 Franchise occupancy expenses $ 49,694 $ 50,829 $ 166,043 $ 169,898 Franchise support and other costs 4,242 3,314 11,423 9,813 Franchise advertising and other services expenses 47,108 47,994 156,201 165,015 Total franchise costs $ 101,044 $ 102,137 $ 333,667 $ 344,726 Franchise costs as a percentage of total franchise revenues 62.6% 60.7% 62.0% 59.8% Average number of franchise restaurants 1,968 2,026 1,972 2,028 % decrease (2.9)% (2.8)% Franchised restaurant sales $ 847,842 $ 863,706 $ 2,814,432 $ 2,961,662 Franchised restaurant AUVs $ 431 $ 426 $ 1,427 $ 1,460 Royalties as a percentage of total franchised restaurant sales 5.1% 5.0% 5.1% 5.0% Franchise rental revenues decreased $3.5 million, or 4.6% in the quarter and $17.7 million, or 6.8% year-to-date, compared to the prior year primarily due to lower percentage rent of $1.2 million and $9.6 million, respectively, driven by lower franchise AUVs, and a decrease in rent revenue of $1.7 million and $5.4 million, respectively, due to fewer franchise restaurants. Lower lease termination fees of $0.6 million in the quarter and $3.5 million year-to-date, also contributed to the decrease. Franchise royalties and other decreased $1.5 million, or 3.4% in the quarter and $9.0 million, or 5.8% year-to-date compared to the prior year. A decrease in the number of restaurants and sales, drove net royalties lower by $0.8 million and $0.5 million, respectively, in the quarter and $2.6 million and $6.3 million, respectively, year-to-date. Franchise fees and other decreased $0.3 million in the quarter and $1.3 million year-to-date, primarily due to a decrease in early termination fees. Franchise contributions for advertising and other services revenues decreased $1.9 million, or 3.9% in the quarter and $11.0 million, or 6.8% year-to-date compared to the prior year. For the quarter and year-to-date periods, a decrease in the number of restaurants, resulted in lower marketing contributions of $0.9 million and $2.9 million, respectively. Additionally, for the year-to-date period, lower sales drove marketing contributions lower by $4.5 million, and a change in technology providers resulted in a decrease of $2.2 million versus a year ago. Franchise occupancy expenses, primarily rent, decreased $1.1 million, or 2.2% in the quarter and $3.9 million, or 2.3% year-to-date compared to the prior year primarily driven by lower operating lease costs of $1.3 million in the quarter and $4.4 million year-to-date, due to the decrease in the number of franchise restaurants. Franchise support and other costs increased $0.9 million, or 28.0% in the quarter, and $1.6 million, or 16.4% year-to-date compared to the prior year. For the quarter, the increase is due to an increase in bad debt expense of $1.1 million. The year-to-date increase is due to increases in bad debt expense of $2.4 million, partially offset by decreases in digital fees of $0.8 million. Franchise advertising and other service expenses decreased $0.9 million, or 1.8% in the quarter and $8.8 million, or 5.3% year-to-date compared to the prior year. The decrease is primarily due to lower sales and fewer restaurants driving lower marketing expenses. 24 Depreciation and Amortization Depreciation and amortization for the quarter ended July 5, 2026 increased $1.8 million in the quarter and $5.9 million year-to-date compared to the prior year period primarily due to increases for new technology assets placed in service and new company-operated restaurants. Selling, General and Administrative Expenses The following table presents the amounts for selling, general and administrative (“SG&A”) expenses in each period (in thousands): Quarter Year-to-date July 5, 2026 July 6, 2025 July 5, 2026 July 6, 2025 Advertising $ 5,491 $ 5,192 $ 18,340 $ 17,272 Share-based compensation 245 2,127 7,825 6,812 Insurance 1,739 2,426 5,093 6,351 Incentive compensation 1,460 (797) 6,270 4,659 COLI gains, net (1,902) (6,062) (4,506) (3,264) Litigation matters (6,531) 180 (7,102) 1,249 Other 16,539 17,511 54,560 56,875 $ 17,041 $ 20,577 $ 80,480 $ 89,954 Advertising costs mainly represent company contributions to our marketing fund and are generally determined as a percentage of company-operated restaurant sales. Advertising costs increased $0.3 million in the quarter and $1.1 million year-to-date compared to the prior year, primarily due to an increase in expenses related to opting into third party delivery digital sponsorships. Share-based compensation decreased by $1.9 million in the quarter and increased $1.0 million year-to-date, compared to the prior year, primarily due to the timing of forfeitures. Insurance decreased $0.7 million in the quarter and $1.3 million year-to-date, compared to the prior year primarily due to lower costs for group insurance. Incentive compensation increased by $2.3 million in the quarter and $1.6 million year-to-date, as compared to the prior year, primarily due to higher achievement levels compared to the prior year for the Company’s annual incentive plan. The cash surrender value of our company-owned life insurance (“COLI”) policies, net of changes in our non-qualified deferred compensation obligation supported by these policies, are subject to market fluctuations. The changes in market values had an unfavorable impact of $4.2 million in the quarter and a favorable impact of $1.2 million year-to-date, compared to the prior year. Litigation matters decreased $6.7 million for the quarter and $8.4 million year-to-date, as compared to the prior year, primarily due to the timing of litigation reversals. Refer to Note 13, Commitments and Contingencies, in the condensed consolidated financial statements for additional information related to the legal matters. Income from the transition services agreement (“TSA”) following the Del Taco sale of $1.5 million is included in the fiscal 2026 year-to-date Other amount above. The TSA period had concluded as of the end of the second quarter of 2026. 25 Other Operating (Income) Expense, Net Other operating (income) expense, net, is comprised of the following (in thousands): Quarter Year-to-date July 5, 2026 July 6, 2025 July 5, 2026 July 6, 2025 Restructuring, integration and other $ 4,538 $ 1,995 $ 18,720 $ 3,539 Costs of closed restaurants and other 1,577 1,454 5,949 3,075 Impairment charges — 744 527 1,441 Accelerated depreciation 50 14 200 35 (Gains) losses on disposition of property and equipment, net (9,227) 324 (17,405) 748 $ (3,062) $ 4,531 $ 7,991 $ 8,838 For the quarter, other operating (income) expense, net, decreased $7.6 million as compared to the prior year. The decrease was primarily due a $9.6 million increase in gains from the sale of real estate, partially offset by $2.5 million for restructuring related severance and other consulting fees. For the year-to-date period, other operating (income) expense, net, decreased $0.8 million primarily due to an $18.2 million increase in gains from the sale of real estate, partially offset by $15.2 million for restructuring costs, proxy contest fees, professional fees for tax refund settlement and other consulting fees for strategic initiatives. Interest Expense, Net Interest expense, net, is comprised of the following (in thousands): Quarter Year-to-date July 5, 2026 July 6, 2025 July 5, 2026 July 6, 2025 Interest expense $ 18,886 $ 18,570 $ 60,460 $ 62,198 Interest income (710) (435) (1,731) (1,332) Interest expense, net $ 18,176 $ 18,135 $ 58,729 $ 60,866 Interest expense, net, increased less than $0.1 million in the quarter and decreased $2.1 million year-to-date compared to the prior year. Interest expense in the current year includes $1.3 million loss on extinguishment of debt as a result of our refinancing transaction in the third quarter which was offset in the quarter and more than offset year-to-date by a decrease in interest expense from lower average borrowings. Income Taxes For the third quarter of and year-to-date fiscal year 2026, the Company recorded income tax expense of $12.3 million and $24.0 million, respectively, resulting in effective tax rates of 36.9% and 33.3%, respectively. The effective tax rate for such periods differed from the U.S. statutory tax rate primarily due to establishment of valuation allowance on cumulative interest deduction limitations from current and prior fiscal years and the nondeductible component of share-based compensation partially offset by a favorable state refund claim settlement and nontaxable gains from the market performance of insurance products used to fund certain non-qualified retirement plans. For the third quarter of and year-to-date fiscal year 2025, the Company recorded income tax expense of $6.0 million and $27.3 million, respectively, resulting in effective tax rates of 20.9% and 26.8%, respectively. The effective tax rate for such periods differed from the U.S. statutory tax rate primarily due to the nondeductible component of share-based compensation largely offset by nontaxable gains from the market performance of insurance products used to fund certain non-qualified retirement plans. Loss from Discontinued Operations The results of operations from the sale of our Del Taco business has been reported as discontinued operations for all periods presented. For the third quarter of and year-to-date fiscal year 2026, there were losses from discontinued operations, net of taxes of $0.9 million and $20.1 million, respectively, compared with $0.8 million and $161.0 million, respectively, for the third quarter of and year-to-date fiscal year 2025. Refer to Note 4, Discontinued Operations, in the notes to condensed consolidated financial statements, for additional information regarding discontinued operations. 26 LIQUIDITY AND CAPITAL RESOURCES General Our primary sources of short-term and long-term liquidity and capital resources are cash flows from operations and borrowings available under our Variable Funding Notes. Based on current operating results and their impact on franchise profitability, cash flows from operations have been impacted and may continue to be impacted by franchisee payment delays and deferrals. Our cash requirements consist principally of working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, franchise tenant improvement allowance and incentive distributions, and obligations related to our benefit plans. We generally use available cash flows from operations to invest in our business and service our debt obligations. As of July 5, 2026, the Company had $71.8 million of cash and restricted cash on its condensed consolidated balance sheet and available borrowings of $54.6 million under its $150.0 million Variable Funding Notes. The Company continually assesses the optimal sources and uses of cash for our business. We review our balance sheet for any undervalued assets and pursue opportunities for capital sources, including the sale of our owned Jack in the Box properties. Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future. Cash Flows The table below summarizes our cash flows from continuing operations (in thousands): Year-to-date July 5, 2026 July 6, 2025 Total cash provided by (used in) continuing operations: Operating activities $ 56,553 $ 118,147 Investing activities 69,458 (47,584) Financing activities (237,981) (52,469) Net cash flows used in continuing operations $ (111,970) $ 18,094 Operating Activities. Operating cash flows decreased $61.6 million compared with a year ago primarily due to a decrease in working capital of $54.2 million, as well as lower net income, when adjusted for non-cash items, of $8.7 million. The change in working capital included a decrease due to $35.0 million received in the prior year in connection with a supply chain contract, an increase of $18.7 million in franchise incentive disbursements in the current year, and a decrease in cash flows of approximately $11.0 million resulting from delayed payments from franchisees, including amounts subject to payment deferral arrangements, a portion of which we have reserved against. An increase in payments for restructuring and other non-core expenses including proxy contest fees, as noted in the Operating Results section of MD&A under Other Operating Expense (Income), Net also contributed to the decrease. These decreases in working capital were partially offset by lower income tax payments, net of refunds received, of $37.1 million. Investing Activities. Investing cash flows increased $117.0 million compared with a year ago, primarily due to $80.4 million of proceeds from our COLI policies, higher proceeds from the sale of property and equipment of $11.6 million, lower purchases of property and equipment of $16.2 million, and purchases of assets intended for sale or leaseback of $5.7 million in the prior year. 27 The $16.2 million change in purchases of property and equipment is primarily a result of lower spending for restaurant information technology due to the prior year rollout of a new POS system, and lower new restaurant costs as a result of our commitment to remaining asset-light by prioritizing new restaurant growth from franchisees. The following table summarizes the capital expenditures in each period (in thousands): Year-to-date July 5, 2026 July 6, 2025 Restaurants: Remodel / refresh programs $ 2,154 $ 4,317 New restaurants 10,282 16,931 Restaurant facility expenditures 7,117 6,038 Purchase of land 213 — Restaurant information technology 21,486 31,381 41,252 58,667 Corporate Services: Information technology 2,804 1,400 Corporate facilities 46 204 2,850 1,604 Total capital expenditures $ 44,102 $ 60,271 Financing Activities. Cash flows used in financing activities increased by $185.5 million compared with a year ago, primarily due to higher debt payments of $740.2 million resulting from two debt prepayments totalling $215 million and our refinancing transaction discussed below as well as payments for debt issuance costs of $13.1 million associated with the aforementioned refinancing. This activity is partially offset by $500.0 million of debt issued and $39.0 million of borrowings on our Variable Funding Notes. Additionally, there was a decrease in payments for dividends of $16.6 million and stock repurchases of $5.0 million in the current year, as well as rolling over a $6.0 million repayment in the prior year on the Variable Funding Notes. On January 9, 2026, the Company prepaid $105.0 million of its Series 2019-1 Class A-2-II Notes using proceeds from the Del Taco Sale. On June 10, 2026, the Company prepaid an additional $110.0 million of its existing Series 2019-1 Class A-2-II Notes using proceeds from the withdrawal of excess COLI funding as well as cash on hand. Securitization refinancing transaction — On June 23, 2026, Jack in the Box Funding, LLC (the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, completed its financing transaction and issued $500.0 million of its Series 2026-1 7.624% Fixed Rate Senior Secured Notes, Class A-2 (the “2026 Class A-2 Notes”). In connection with the issuance of the 2026 Class A-2 Notes, the Master Issuer also entered into a revolving financing facility of Series 2026-1 Variable Funding Senior Secured Notes, Class A-1 (the “Variable Funding Notes”), which allows for the drawing of up to $150.0 million under the Variable Funding Notes, which include certain instruments, including a letter of credit facility. The 2026 Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “2026 Notes.” The 2026 Notes were issued in a privately placed securitization transaction and are secured on substantially the same basis as the Company's existing securitized notes. Net proceeds from the sale of the 2026 Class A-2 Notes were used to repay in full the remaining $46.1 million in aggregate outstanding principal amount of the Company’s Series 2019-1 Class A-2-II Notes, together with unpaid interest. The Company also paid $479.9 million of its Series 2022-1 Class A-2-I Notes, and a portion of its unpaid interest. As a result of the refinancing transaction, the Company recorded a loss on the early extinguishment of debt of $1.3 million during the quarter, which was comprised of the write-off of certain deferred financing costs, and is presented in “Interest expense, net” in the condensed consolidated statement of earnings (loss). In connection with the 2026 Class A-2 Notes, the Company capitalized $11.7 million of debt issuance costs, which are being amortized as interest expense utilizing the effective interest rate method through the May 2031 Anticipated Repayment Date. There were also $1.4 million of debt issuance costs related to our Variable Funding Notes, which are presented within “Other assets, net,” and are being amortized using the straight-line method through May 2031. 28 2026 Class A-2 Notes — Interest and principal payments on the 2026 Class A-2 Notes are payable on a quarterly basis. Similar to our 2019 and 2022 Notes, the requirement to make quarterly principal payments is subject to certain financial conditions set forth in the Indenture. Quarterly principal payments may be suspended when the HoldCo 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 5.0x. Exceeding the leverage ratio of 5.0x does not violate any covenant related to the Notes. The Company has a leverage ratio of greater than 5.0x and, accordingly, is making the scheduled amortization payments on its 2019, 2022 and 2026 Notes. The final maturity date of the 2026 Class A-2 Notes is May 2056, but, unless earlier prepaid to the extent permitted under the Indenture, the Anticipated Repayment Date of the Class A-2 Notes is May 2031. The Anticipated Repayment Date of the 2019-1 Class A-2-III Notes is August 2029, and the 2022-1 Class A-2-I Notes and the 2022-1 Class A-2-II Notes are February 2027 and February 2032, respectively. If the Master Issuer has not repaid or redeemed the Notes prior to their respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture. The Company may also be required to make additional prepayments of principal on the 2026 Class A-2 Notes when the Senior ABS Leverage Ratio, as defined in the Indenture, is greater than 5.25x. As of July 5, 2026, the Senior ABS Leverage Ratio is greater than 5.25x and as a result, cash sweeping prepayments of $23.3 million are included in “Current maturities of long-term debt” in our condensed consolidated balance sheets. Variable Funding Notes — In connection with the issuance of the Variable Funding Notes and its entry into the Variable Funding Note Purchase Agreement, the Master Issuer terminated the commitments with respect to its existing $150 million Series 2022-1 Variable Funding Notes. As of July 5, 2026, $56.4 million of letters of credit were outstanding against the Variable Funding Notes, which relate primarily to interest reserves required under the Indenture. During the third quarter of 2026, we borrowed $39.0 million under the Variable Funding Notes. As of July 5, 2026, unused borrowing capacity under our Variable Funding Notes was $54.6 million. Restricted cash — In accordance with the terms of the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders and are restricted in their use. As of July 5, 2026, the Company had restricted cash of $25.5 million, which primarily represented cash collections and cash reserves held by the trustee to be used for payments of interest and commitment fees required for the Class A-2 Notes. Covenants and restrictions — The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of gross sales for specified restaurants being below certain levels on certain measurement dates, certain manager termination events, an event of default, and the failure to repay or refinance the Class A-2 Notes on the applicable scheduled maturity date. The Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments. As of July 5, 2026, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events. Dividends — The Company discontinued its dividend on April 23, 2025, to direct a majority of those funds toward leverage reduction. As such, the Company did not declare any dividends during the current year. Repurchases of common stock — The Company did not repurchase any shares of its common stock in fiscal 2026. As of July 5, 2026, there was $175.0 million remaining under share repurchase programs authorized by the Board of Directors which does not expire. DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES Critical accounting policies and estimates are those that we believe are most important for the portrayal of the Company’s financial condition and results, and that require management’s most subjective and complex judgments. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies and estimates previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2025. 29 NEW ACCOUNTING PRONOUNCEMENTS Refer to Note 1, Basis of Presentation, of the notes to condensed consolidated financial statements. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of the federal securities laws. Any statements contained herein that are not historical facts may be deemed to be forward-looking statements. Forward-looking statements may be identified by words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would”, “should” 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: •Changes in the availability of and the cost of labor could adversely affect our business. •Changes in consumer confidence and declines in general economic conditions could negatively impact our financial results. •Increases in food and commodity costs could decrease our profit margins or result in a modified menu, which could adversely affect our financial results. •Failure to receive scheduled deliveries of high-quality food ingredients and other supplies could harm our operations and reputation. •Inability to attract, train and retain top-performing personnel could adversely impact our financial results or business. •Our business could be adversely affected by increased labor costs. •Unionization activities or labor disputes may disrupt our operations and affect our profitability. •Our insurance may not provide adequate levels of coverage against claims. •We face significant competition in the food service industry and our inability to compete may adversely affect our business. •Changes in demographic trends and in customer tastes and preferences could cause sales and the royalties we receive from franchisees to decline. •Negative publicity relating to our business or industry could adversely impact our reputation. •We may not have the same resources as our competitors for marketing, advertising and promotion. •We may be adversely impacted by severe weather conditions, natural disasters, terrorist acts or civil unrest that could result in property damage, injury to employees and staff, and lost restaurant sales. •Food safety and food-borne illness concerns may have an adverse effect on our business by reducing demand and increasing costs. •We may not achieve our development goals. •Our highly franchised business model presents a number of risks, and the failure of our franchisees to operate successful and profitable restaurants could negatively impact our business. •We are subject to financial and regulatory risks associated with our owned and leased properties and real estate development projects. •We have a limited number of suppliers for our major products and rely on a distribution network with a limited number of distribution partners for the majority of our national distribution program. If our suppliers or distributors are unable to fulfill their obligations under their contracts, it could harm our operations. •Increasing regulatory and legal complexity may adversely affect restaurant operations and our financial results. •Governmental regulation may adversely affect our existing and future operations and results, including by harming our ability to profitably operate our restaurants. •The proliferation of federal, state, and local regulations increases our compliance risks, which in turn could adversely affect our business. •Legislation and regulations regarding our products and ingredients, including the nutritional content of our products, could impact customer preferences and negatively impact our financial results. •We may not be able to adequately protect our intellectual property, which could harm the value of our brand and adversely affect our business. 30 •We are subject to increasing legal complexity and may be subject to claims or lawsuits that are costly to defend and could result in our payment of substantial damages or settlement costs. •If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, the Company’s stockholders could lose confidence in our financial results, which would harm our business and the value of the Company’s common shares. •Changes in tax laws, interpretations of existing tax law, or adverse determinations by tax authorities could adversely affect our income tax expense and income tax payments. •We may be subject to risk associated with disagreements with key stakeholders, such as franchisees. •Actions of activist stockholders could cause us to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business. •We are subject to the risk of cybersecurity breaches, intrusions, data loss, or other data security incidents. •We are subject to risks associated with our increasing dependence on digital commerce platforms and technologies to maintain and grow sales, and we cannot predict the impact that these digital commerce platforms and technologies, other new or improved technologies or alternative methods of delivery may have on consumer behavior and our financial results. •We are dependent on information technology and digital service providers and any material failure, misuse or interruption of our computer systems, supporting infrastructure, consumer-facing digital capabilities or social media platforms could adversely affect our business. •The securitized debt instruments issued by certain of our wholly-owned subsidiaries have restrictive terms, and any failure to comply with such terms could result in default, which could harm the value of our brand and adversely affect our business. •We have a significant amount of debt outstanding. Such indebtedness, along with the other contractual commitments of our Company or its subsidiaries, could adversely affect our business, financial condition and results of operations, as well as the ability of certain of our subsidiaries to meet debt payment obligations. •The securitization transaction documents impose certain restrictions on our activities or the activities of our subsidiaries, and the failure to comply with such restrictions could adversely affect our business. These and other factors are identified and described in more detail in our filings with the Securities and Exchange Commission, including, but not limited to: the “Discussion of Critical Accounting Estimates,” and other sections in this Form 10-Q and the “Risk Factors” section of our most recent Annual Report on Form 10-K for the fiscal year ended September 28, 2025 (“Form 10-K”). These documents may be read free of charge on the SEC’s website at www.sec.gov. Potential investors are urged to consider these factors, more fully described in our Form 10-K, carefully in evaluating any forward-looking statements, and are cautioned not to place undue reliance on the forward-looking statements. All forward-looking statements are made only as of the date issued, and we do not undertake any obligation to update any forward-looking statements.
There have been no material changes in our quantitative and qualitative market risks set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2025.
There have been no material changes in our quantitative and qualitative market risks set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2025.
Read original filing text →See Note 13, Commitments and Contingencies, of the notes to the condensed consolidated financial statements for a discussion of our contingencies and legal matters.
See Note 13, Commitments and Contingencies, of the notes to the condensed consolidated financial statements for a discussion of our contingencies and legal matters.
Read original filing text →When evaluating our business and our prospects, you should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended September 28, 2025, which we filed with the SEC on November 19, 2025, as updated in this…
When evaluating our business and our prospects, you should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended September 28, 2025, which we filed with the SEC on November 19, 2025, as updated in this Item 1A. You should also consider the risks and uncertainties discussed under the heading “Cautionary Statements Regarding Forward-Looking Statements” in Item 2 of this Quarterly Report on Form 10-Q. You should also refer to the other information set forth in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended September 28, 2025, including our financial statements and the related notes. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks or uncertainties actually occur, our business and financial results could be harmed. In that case, the market price of our common stock could decline.
Read original filing text →