EX-99.1 2 ex991-proformafinancialsxd.htm EX-99.1

Exhibit 99.1

JACK IN THE BOX INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On October 15, 2025, Jack in the Box Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) to sell Del Taco Holdings Inc. (“Del Taco”), a wholly owned subsidiary of the Company which operates and franchises approximately 575 Del Taco restaurants, to Yadav Enterprises, Inc. (the “Buyer”). On December 22, 2025, the Company completed the sale (the “Transaction”) of Del Taco to Del Taco Group, LLC, a California limited liability company and assignee of the Buyer for an aggregate purchase price of $119.0 million in cash, subject to post-closing working capital adjustments. The Buyer paid $109.0 million of the aggregate purchase price in cash at closing plus a commitment fee of $0.1 million and is required to pay the remaining $10.0 million deferred consideration no later than January 12, 2026. The Company will utilize net cash proceeds after taxes and transaction costs to retire debt within its securitization structure, specifically to repay a portion of the Company's existing Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II (the “Senior Notes”).

The following unaudited pro forma condensed consolidated balance sheet as of September 28, 2025 is presented as if the Transaction had occurred on September 28, 2025. The unaudited pro forma condensed consolidated statements of operations for each of the fiscal years ended September 28, 2025, September 29, 2024, and October 1, 2023 are presented as if the Transaction had occurred on October 3, 2022, the first day of fiscal year 2023.

The unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. They are intended for informational purposes only and are not intended to represent the Company’s financial position or results of operations had the Transaction occurred on the dates indicated, or to project the Company’s financial performance for any future period. Actual results may differ materially from the unaudited pro forma condensed consolidated financial information due to a variety of factors. Management believes that the assumptions and adjustments are reasonable based on information currently available. The unaudited pro forma consolidated financial statements do not include adjustments to reflect any potential synergies or dis-synergies that may result from the Transaction.

The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended September 28, 2025.

The “Historical” column in the unaudited pro forma condensed consolidated financial statements presents the Company’s historical audited results for the periods shown and does not include any adjustments related to the Transaction or related activities.

The adjustments included in the “Del Taco Separation” column of the unaudited pro forma condensed consolidated financial statements are in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205”), under US GAAP. This information was derived from the Company’s historical audited consolidated financial statements and accounting records for each of the three fiscal years presented. The Company’s current estimates on a discontinued operations basis are preliminary and subject to change as the Company finalizes its discontinued operations accounting to be reported in its Quarterly Report on Form 10-Q for the 16-week period ending January 18, 2026.

The adjustments included in the “Transaction Accounting Adjustments” column of the unaudited pro forma condensed consolidated financial statements reflect the accounting effects of the Transaction including the use of net cash proceeds and cash on hand to retire debt, reduction of interest expense related to the retired debt, the impact of the transition services agreement between the Company and the Buyer, other adjustments described in the notes to the unaudited pro forma condensed consolidated financial statements, and estimated income tax impact of the transaction accounting adjustments.

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Exhibit 99.1

JACK IN THE BOX INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 28, 2025

(In thousands, except share and per share data)

			Historical						Del Taco Separation (A)						Transaction Accounting Adjustments						Pro Forma Financials
ASSETS
Current assets:
Cash			$	51,531					$	(5,765)					$	(1,438)		(B)			$	44,328
Restricted cash			30,282																		30,282
Accounts and other receivables, net			90,311						(16,567)												73,744
Inventories			3,958						(1,612)												2,346
Prepaid expenses			15,826						(2,222)												13,604
Current assets held for sale			18,329																		18,329
Other current assets			10,135						(1,547)						10,000						18,588
Total current assets			220,372						(27,713)						8,562						201,221
Property and equipment:
Property and equipment, at cost			1,314,230						(163,739)												1,150,491
Less accumulated depreciation and amortization			(870,622)						63,749												(806,873)
Property and equipment, net			443,608						(99,990)						—						343,618
Other assets:
Operating lease right-of-use assets			1,371,454						(366,430)												1,005,024
Intangible assets, net			9,884						(9,884)												—
Trademarks			105,600						(105,600)												—
Goodwill			136,026																		136,026
Deferred tax assets			41,268						20,233												61,501
Other assets, net			265,209						(13,295)												251,914
Total other assets			1,929,441						(474,976)						—						1,454,465
			$	2,593,421					$	(602,679)					$	8,562					$	1,999,304
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt			$	29,489					$	(31)					$	—					$	29,458
Current operating lease liabilities			159,267						(21,068)												138,199
Accounts payable			71,101						(14,752)												56,349
Accrued liabilities			170,766						(28,288)						1,548			(C), (D)			144,026
Total current liabilities			430,623						(64,139)						1,548						368,032
Long-term liabilities:
Long-term debt, net of current maturities			1,674,487						(252)						(105,000)			(C)			1,569,235
Long-term operating lease liabilities, net of current portion			1,259,577						(351,667)												907,910
Deferred tax liabilities			—						—												—
Other long-term liabilities			167,005						(25,526)												141,479
Total long-term liabilities			3,101,069						(377,445)						(105,000)						2,618,624
Stockholders’ deficit:
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued			—																		—
Common stock $0.01 par value, 175,000,000 shares authorized, 83,012,784 issued			830																		830
Capital in excess of par value			542,177																		542,177
Retained earnings			1,769,205						(161,095)						112,014			(B), (D)			1,720,124
Accumulated other comprehensive loss			(49,858)																		(49,858)
Treasury stock, at cost, 64,120,270 shares			(3,200,625)																		(3,200,625)
Total stockholders’ deficit			(938,271)						(161,095)						112,014						(987,352)
			$	2,593,421					$	(602,679)					$	8,562					$	1,999,304

See accompanying notes to unaudited pro forma condensed consolidated financial statements

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Exhibit 99.1

JACK IN THE BOX INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the 52-weeks Ended September 28, 2025

(In thousands, except per share data)

			Historical						Del Taco Separation (A)						Transaction Accounting Adjustments						Pro Forma Financials
Revenues:
Company restaurant sales			$	627,344					$	(210,628)					$	—					$	416,716
Franchise rental revenues			368,643						(35,908)												332,735
Franchise royalties and other			232,820						(34,503)												198,317
Franchise contributions for advertising and other services			236,507						(30,307)												206,200
			1,465,314						(311,346)						—						1,153,968
Operating costs and expenses, net:
Food and packaging			171,077						(54,605)												116,472
Payroll and employee benefits			222,155						(81,366)												140,789
Occupancy and other			129,188						(51,379)												77,809
Franchise occupancy expenses			254,387						(35,175)												219,212
Franchise support and other costs			18,997						(6,491)												12,506
Franchise advertising and other services expenses			243,580						(32,172)												211,408
Selling, general and administrative expenses			149,635						(31,278)												118,357
Depreciation and amortization			58,314						(18,714)												39,600
Pre-opening costs			7,335						(1,931)												5,404
Impairment of goodwill and intangible assets			209,556						(209,556)												—
Other operating expenses, net			22,403						(8,098)												14,305
(Gains) losses on the sale of company-operated restaurants			(3,243)						2,674												(569)
			1,483,384						(528,091)						—						955,293
(Loss) earnings from operations			(18,070)						216,745						—						198,675
Other pension and post-retirement expenses, net			5,814																		5,814
Interest expense, net			78,941						153						(4,752)			(F)			74,342
(Loss) earnings before income taxes			(102,825)						216,592						4,752						118,519
Income tax (benefit) expense			(22,106)						50,434						1,249			(G)			29,577
Net (loss) earnings			$	(80,719)					$	166,158					$	3,503					$	88,942
(Loss) earnings per share:
Basic			$	(4.24)																	$	4.67
Diluted			$	(4.24)																	$	4.64
Weighted-average shares outstanding:
Basic			19,054																		19,054
Diluted			19,054												121			(H)			19,175

See accompanying notes to unaudited pro forma condensed consolidated financial statements

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Exhibit 99.1

JACK IN THE BOX INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the 52-weeks Ended September 29, 2024

(In thousands, except per share data)

			Historical						Del Taco Separation (A)						Transaction Accounting Adjustments						Pro Forma Financials
Revenues:
Company restaurant sales			$	709,035					$	(281,978)					$	—					$	427,057
Franchise rental revenues			375,428						(28,201)												347,227
Franchise royalties and other			238,170						(32,791)												205,379
Franchise contributions for advertising and other services			248,673						(30,915)												217,758
			1,571,306						(373,885)						—						1,197,421
Operating costs and expenses, net:
Food and packaging			199,271						(73,207)												126,064
Payroll and employee benefits			238,047						(103,369)												134,678
Occupancy and other			139,305						(65,569)												73,736
Franchise occupancy expenses			245,379						(27,948)												217,431
Franchise support and other costs			17,281						(4,551)												12,730
Franchise advertising and other services expenses			259,131						(33,667)												225,464
Selling, general and administrative expenses			143,233						(42,642)												100,591
Depreciation and amortization			59,776						(21,483)												38,293
Pre-opening costs			3,182						(819)												2,363
Impairment of goodwill and intangible assets			162,624						(162,624)												—
Other operating expenses, net			24,796						(5,198)												19,598
(Gains) losses on the sale of company-operated restaurants			(3,255)						1,448												(1,807)
			1,488,770						(539,629)						—						949,141
Earnings from operations			82,536						165,744						—						248,280
Other pension and post-retirement expenses, net			6,843																		6,843
Interest expense, net			80,016						49						(4,752)			(F)			75,313
(Loss) earnings before income taxes			(4,323)						165,695						4,752						166,124
Income tax expense			32,372						6,936						1,253			(G)			40,561
Net (loss) earnings			$	(36,695)					$	158,759					$	3,499					$	125,563
(Loss) earnings per share:
Basic			$	(1.87)																	$	6.42
Diluted			$	(1.87)																	$	6.35
Weighted-average shares outstanding:
Basic			19,572																		19,572
Diluted			19,572												202			(H)			19,774

See accompanying notes to unaudited pro forma condensed consolidated financial statements

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Exhibit 99.1

JACK IN THE BOX INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the 52-weeks Ended October 1, 2023

(In thousands, except per share data)

			Historical						Del Taco Separation (A)						Transaction Accounting Adjustments						Pro Forma Financials
Revenues:
Company restaurant sales			$	846,278					$	(432,530)					$	—					$	413,748
Franchise rental revenues			364,591						(13,308)												351,283
Franchise royalties and other			240,515						(26,226)												214,289
Franchise contributions for advertising and other services			240,922						(24,932)												215,990
			1,692,306						(496,996)						—						1,195,310
Operating costs and expenses, net:
Food and packaging			250,836						(119,931)												130,905
Payroll and employee benefits			274,598						(147,241)												127,357
Occupancy and other			163,273						(94,053)												69,220
Franchise occupancy expenses			229,602						(13,150)												216,452
Franchise support and other costs			12,328						(2,256)												10,072
Franchise advertising and other services expenses			253,533						(25,666)												227,867
Selling, general and administrative expenses			172,872						(59,888)						(5,526)			(E)			107,458
Depreciation and amortization			62,287						(26,273)												36,014
Pre-opening costs			1,385						(163)												1,222
Impairment of goodwill and intangible assets			—																		—
Other operating expenses, net			10,837						(12,412)												(1,575)
(Gains) losses on the sale of company-operated restaurants			(17,998)						17,772												(226)
			1,413,553						(483,261)						(5,526)						930,292
Earnings (loss) from operations			278,753						(13,735)						5,526						265,018
Other pension and post-retirement expenses, net			6,967																		6,967
Interest expense, net			82,446						(36)						(4,752)			(F)			77,658
Earnings (loss) before income taxes			189,340						(13,699)						10,278						185,919
Income tax expense (benefit)			58,514						(12,714)						2,710			(G)			48,510
Net earnings (loss)			$	130,826					$	(985)					$	7,568					$	137,409
Earnings per share:
Basic			$	6.35																	$	6.67
Diluted			$	6.30																	$	6.62
Weighted-average shares outstanding:
Basic			20,603																		20,603
Diluted			20,764																		20,764

See accompanying notes to unaudited pro forma condensed consolidated financial statements

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Exhibit 99.1

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:

Del Taco Separation:

(A) Reflects the the removal of the assets, liabilities, and results of operations of Del Taco from the Company’s historical audited consolidated financial statements in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The net impact of the removal of assets and liabilities has been reflected as a reduction to retained earnings. This adjustment excludes the following:

1.Corporate overhead costs historically incurred by the Company that do not qualify as expenses of discontinued operations under ASC 205-20. Such costs include, but are not limited to, expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, insurance, and other shared corporate functions that historically supported Del Taco and will remain with Jack in the Box.

2.Intercompany balances and transactions between Jack in the Box and Del Taco, including intercompany receivables and payables, which have been eliminated in consolidation.

Transaction Accounting Adjustments:

(B)    Reflects estimated net cash proceeds from the Transaction of $104.1 million, representing the aggregate purchase price of $119.0 million less estimated transaction costs and the deferred consideration, with the offsetting balance recorded to retained earnings. The net cash proceeds ultimately recognized may change based on adjustments to transaction costs and the working capital adjustments as defined in the Purchase Agreement. The pro forma adjustment to cash was also impacted by the repayment of debt outstanding under the Senior Notes and accrued interest, as discussed in note (C). Reflects addition of $10.0 million of other current assets related to the deferred consideration

The pro forma adjustment to cash was calculated as follows (in thousands):

Estimated proceeds, net of transaction costs						$	104,136
Payment on term loan, see note (C)						(105,000)
Payment on accrued interest, see note (C)						(574)
						$	(1,438)

(C)    Reflects repayment of $105.0 million of the Company's existing Senior Notes and $0.6 million of accrued interest using proceeds from the Transaction.

(D)    Reflects the transaction costs expected to be incurred that have not been recognized in the historical financial statements. These expenses primarily relate to financial, legal and tax costs and are reflected as an accrual to accrued liabilities on the unaudited pro forma condensed consolidated balance sheet as of September 28, 2025, with the offsetting balance recorded to retained earnings.

(E)    In connection with the Transaction, the Company and the Buyer entered into a transition services agreement whereby the Company will provide certain post-sale services on a transitional basis including services related to accounting, legal, human resources, and technology for a period of up to 6 months. Pro forma adjustment reflects income recognized under the transition services agreement of $5.5 million for the 52-weeks ended October 1, 2023, which is reflected as a reduction to selling, general, and administrative expenses.

(F)    Reflects the reduction of the related interest expense of $4.8 million, $4.8 million, and $4.8 million for the 52-weeks ended September 28, 2025, September 29, 2024, and October 1, 2023, respectively, in connection with the $105.0 million repayment of the Senior Notes, which for purposes of the unaudited pro forma condensed combined financial statements is assumed to have occurred on October 3, 2022. See note (C).

(G)    Reflects the estimated income tax impact of the transaction accounting adjustments. For all periods, the adjustment was calculated by applying the statutory income tax rate to each of the pre-tax pro forma adjustments, resulting in an increase

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Exhibit 99.1

of $1.2 million, $1.3 million, and $2.7 million for the 52-weeks ended September 28, 2025, September 29, 2024, and October 1, 2023, respectively.

(H)    The pro forma adjustments resulted in a change from consolidated net loss to pro forma consolidated net earnings for the 52-weeks ended September 28, 2025 and September 29, 2024. As a result, the dilutive weighted-average shares outstanding have been adjusted to include those securities that would be dilutive in each respective period that have a net loss.