Jack in the Box (JACK) Adopts Limited Duration Stockholder Rights Plan

Jack in the Box Inc. (NASDAQ: JACK) (the “Company”) today announced that its Board of Directors (“the Board”) unanimously adopted a limited-duration stockholder rights plan (“the Rights Plan”) to protect the interests of all stockholders. The Rights Plan is effective immediately.

The Rights Plan was adopted in response to the accumulation of the Company’s stock by Biglari Capital Corp., which privately informed the Company that it now owns 9.9% of the shares of the Company’s common stock and intends to increase its stake in the Company.

The Rights Plan is intended to enable the Company’s stockholders to realize the long-term value of their investment, ensure that all stockholders receive fair and equal treatment in the event of any proposed takeover of the Company, and to guard against tactics to gain control of the Company without paying all stockholders an appropriate premium for that control.

David L. Goebel, Independent Chairman of the Board said “Jack in the Box’s Board is committed to protecting our stockholders and remains confident in management’s ability to execute the Company’s “JACK on Track” plan to improve long-term financial performance across its restaurant system, strengthen its balance sheet and transition to an asset-light business model. The adoption of this Rights Plan is intended to provide the Company with adequate time to execute this plan and ensure stockholders are able to realize the full potential of their investment in the Company.”

ADDITIONAL INFORMATION ON STOCKHOLDER RIGHTS PLAN

The Rights Plan is similar to those adopted by other publicly traded companies. It applies equally to all current and future stockholders and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interest of the Company’s stockholders.

Pursuant to the Rights Plan, the Company is issuing one right for each outstanding share of the Company’s common stock. The Rights Plan will generally become exercisable only if a person or group has acquired beneficial ownership of 12.5% or more of the outstanding shares of the Company’s common stock. Any person or group who currently owns more than the triggering percentage may continue to own shares of the Company’s common stock. However, any person or group who currently owns more than the triggering percentage may not acquire any additional shares without triggering the Rights Plan. If the rights become exercisable, all holders of rights (other than the person or group triggering the Rights Plan, whose rights would become void) will be entitled to acquire shares of the Company’s common stock at a 50% discount to the then-current market price or the Company may exchange each right held by such holders for one share of the Company’s common stock.

Additional details about the rights plan are available in a Form 8-K to be filed with the Securities and Exchange Commission.

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