Jack in the Box Inc: Form 10-Q for the period ended Apr 12, 2026

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 28 weeks (“year-to-date”) ended April 12, 2026 and April 13, 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 April 12, 2026, we operated and franchised 2,128 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.

RESULTS OF OPERATIONS

The following tables summarize changes in same-store sales for Jack in the Box company-operated, franchised, and system restaurants:

The following tables summarize year-to-date changes in the number and mix of Jack in the Box company and franchise restaurants:

The following tables summarize restaurant sales for Jack in the Box company-operated, franchised, and systemwide sales (in thousands):

(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):

22

Company restaurant sales decreased $0.4 million, or 0.4% in the quarter and $2.2 million, or 1.0% 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):

Same-store sales at company-operated restaurants decreased 2.8% in the quarter and 3.9% year-to-date compared to a year ago. The following table summarizes the change versus a year ago:

(1) Includes price increases of approximately 2.6% in the quarter and 2.8% year-to-date.

Food and packaging costs, as a percentage of company restaurant sales, increased 1.1% in the quarter and 2.7% year-to-date compared to the prior year, due mainly to commodity inflation, and unfavorable menu item mix, offset by menu price increases. The year-to-date increase was also due to a non-recurring benefit from a new supply chain contract in the prior year. Commodity inflation was 5.0% in the quarter and 6.3% 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, increased 1.8% in the quarter and 1.9% year-to-date compared to the prior year, primarily due to a change in the mix of restaurants. Labor inflation was approximately 1.5% in the quarter and 0.7% year-to-date for the current year.

Occupancy and other costs, as a percentage of company restaurant sales, increased 0.4% 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.

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):

Franchise rental revenues decreased $5.8 million, or 7.5% in the quarter and $14.2 million, or 7.7% year-to-date, compared to the prior year primarily due to lower percentage rent of $2.4 million and $8.4 million, respectively, driven by lower franchise restaurant sales, and a decrease in rent revenue of $1.7 million and $3.9 million, respectively, due to fewer franchise restaurants. Lower lease termination fees of $2.9 million in the quarter and year-to-date also contributed to the decrease.

Franchise royalties and other decreased $2.7 million, or 5.9% in the quarter and $7.5 million, or 6.8% year-to-date compared to the prior year primarily due to lower royalty income of $0.7 million and $4.2 million, respectively, driven by lower sales, and a decrease in royalties of $0.8 million and $1.8 million, respectively, due to a decrease in the number of franchise restaurants.

Franchise contributions for advertising and other services revenues decreased $2.5 million, or 5.4% in the quarter and $9.1 million, or 7.9% year-to-date compared to the prior year mainly due to lower sales and a decrease in the number of restaurants, driving marketing contributions lower by $1.0 million and $0.8 million, respectively, for the quarter, and $4.7 million and $2.0 million, respectively, year-to-date.

Franchise occupancy expenses, primarily rent, decreased $1.1 million, or 2.2% in the quarter and $2.7 million, or 2.3% year-to-date compared to the prior year. The decrease was primarily driven by lower operating lease costs of $1.3 million in the quarter and $3.1 million year-to-date, due to the decrease in the number of franchise restaurants.

Franchise support and other costs increased $0.2 million, or 7.0% in the quarter, and $0.7 million, or 10.5% year-to-date compared to the prior year. The quarter increase was primarily to increases in bad debt expense of $0.7 million. The year-to-date increase is due to increases in bad debt expense of $1.2 million, partially offset by decreases in digital fees of $0.8 million.

Franchise advertising and other service expenses decreased $2.4 million, or 5.0% in the quarter and $7.9 million, or 6.8% year-to-date compared to the prior year. The decrease is primarily due to lower sales and fewer restaurants driving lower marketing expenses.

Depreciation and Amortization

Depreciation and amortization for the quarter ended April 12, 2026 increased $2.9 million in the quarter and $4.1 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):

Advertising costs mainly represent company contributions to our marketing funds and are generally determined as a percentage of company-operated restaurant sales. Advertising costs increased $0.1 million in the quarter and $0.8 million year-to-date compared to the prior year, primarily due to an increase in expenses related to opting into third party digital sponsorships, partially offset by a decrease in company-operated restaurant sales in the current year.

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 a favorable impact of $1.6 million in the quarter and $5.4 million on a year-to-date basis, compared to the prior year.

Share-based compensation increased by $2.4 million in the quarter and $2.9 million year-to-date compared to the prior year, primarily due to lower forfeitures in the current year.

Litigation matters decreased $1.6 million for both the quarter and on a year-to-date basis as compared to the prior year, primarily due to the timing of litigation reversal relating to the J&D Restaurant Group. Refer to Note 13, Commitments and Contingencies, in the condensed consolidated financial statements for additional information related to the legal matters.

Insurance increased $0.1 million in the quarter and decreased $0.6 million on a year-to-date basis, compared to the prior year. The year-to-date decrease was primarily due to group insurance reimbursements received in the current year.

Included in the SG&A amounts above are income from the transition services agreement (“TSA”) following the Del Taco sale of $0.6 million in the quarter and $1.5 million on a year-to-date basis in 2026. The TSA period has since concluded as of the end of the second quarter.

Other Operating Expenses, Net

Other operating expenses, net is comprised of the following (in thousands):

25

Other operating expenses, net increased $1.2 million on a quarter-to-date basis and $6.7 million on a year-to-date basis, as compared to the prior year. For the quarter, the increase was primarily due to $2.7 million for proxy contest fees and other consulting fees for strategic initiatives, partially offset by $1.9 million of higher gains in the current year related to the sale of real estate.

For the year-to-date period, the increase was primarily due to $12.6 million for proxy contest fees, professional fees for tax refund settlement, restructuring costs, and other consulting fees for strategic initiatives, partially offset by $7.8 million of higher gains in the current year related to the sale of real estate.

Interest Expense, Net

Interest expense, net is comprised of the following (in thousands):

Interest expense, net, decreased $1.5 million in the quarter and $2.2 million year-to-date compared to the prior year primarily due to lower average borrowings.

Income Taxes

For the second quarter of and year-to-date fiscal year 2026, the Company recorded income tax expense of $4.8 million and $11.7 million, respectively, resulting in effective tax rates of 27.7% and 30.2%, respectively. The effective tax rate for such periods differed from the U.S. statutory tax rate primarily due to the establishment of valuation allowance on cumulative interest deduction limitations from current and prior fiscal years and the nondeductible component of share-based compensation largely offset by a favorable state refund claim settlement.

For the second quarter of and year-to-date fiscal year 2025, the Company recorded income tax expense of $7.9 million and $21.2 million, respectively, resulting in effective tax rates of 27.6% and 29.1%, 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 and nondeductible losses 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 second quarter of and year-to-date fiscal year 2026, there were losses from discontinued operations, net of taxes of $2.3 million and $19.1 million, respectively, compared with $162.9 million and $160.2 million, respectively, for the second 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.

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 credit facility. 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 April 12, 2026, the Company had $69.4 million of cash and restricted cash on its condensed consolidated balance sheet and available borrowings of $95.3 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.

The Company uses corporate owned life insurance (“COLI”) policies to fund our Supplemental Executive Retirement Plan (“SERP”) and Executive Deferred Compensation Plan (“EDCP”) benefit obligations. The funding of these plans was well in excess of the related obligations at April 12, 2026. As such, following the second quarter of 2026, the Company is in the process of withdrawing excess funding of approximately $71.0 million, from its COLI policies, which is expected to be used along with cash on hand to prepay approximately $99.0 million of the 2019-1 Class A-2-II Notes in the third quarter of 2026.

Cash Flows

The table below summarizes our cash flows from continuing operations (in thousands):

Operating Activities. Operating cash flows decreased $44.0 million compared with a year ago primarily due to a decrease in working capital of $29.8 million, as well as lower net income, when adjusted for non-cash items, of $14.1 million. The change in working capital included the $35.0 million received in the prior year in connection with a supply chain contract, an increase of $12.8 million in franchise incentive disbursements in the current year, partially offset by a decrease of $23.0 million in income and franchise tax payments in the current year.

Investing Activities. Cash flows used in investing activities decreased by $13.8 million compared with a year ago, primarily due to purchases of assets intended for sale or leaseback of $5.7 million in the prior year, higher proceeds received from assets held for sale and leaseback of $3.6 million, and lower purchases of property and equipment of $5.3 million.

The $5.3 million change in purchases of property and equipment is primarily a result of lower restaurant information technology costs, partially offset by higher restaurant facility expenditures relating to the beverage dispenser replacement program. The following table summarizes the capital expenditures in each period (in thousands):

Financing Activities. Cash flows used in financing activities increased by $75.5 million compared with a year ago, primarily due to a $105.0 million debt prepayment made in the current year using proceeds from the Del Taco sale. The higher debt payments were partially offset by a decrease in dividend payments of $16.6 million, rolling over a $6.0 million repayment in the prior year on the Variable Funding Notes, and a $5.0 million decrease in stock repurchases.

Debt Prepayment — The Anticipated Repayment Dates of the 2019-1 Class A-2-II Notes and the Class A-2-III Notes are August 2026 and August 2029, respectively, 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.

The legal final maturity date of the 2019 Notes and 2022 Notes is August 2049 and February 2052, respectively, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Notes will be repaid by the Anticipated Repayment Dates. If the Master Issuer has not repaid or refinanced the Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.

On January 9, 2026, the Company prepaid $105.0 million of its existing Series 2019-1 Class A-2-II Notes. The repayment was made using funds from the Del Taco Sale and is in connection with the Company’s ongoing prioritization of debt reduction as part of its “JACK on Track” plan.

The Company also has a revolving financing facility of Series 2022-1 Variable Funding Senior Secured Notes (the “Variable Funding Notes”), which permits borrowings up to a maximum of $150.0 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit. As of April 12, 2026, we did not have any outstanding borrowings and had available borrowing capacity of $95.3 million under our Variable Funding Notes, net of letters of credits issued of $54.7 million.

The quarterly principal payment on the Class A-2 Notes may be suspended when the specified 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 Class A-2 Notes. Subsequent to closing the issuance of the 2022 Notes, the Company has had a leverage ratio of greater than 5.0x and, accordingly, the Company resumed making the scheduled amortization payments on its 2022 Notes and Series 2019-1 Notes.

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 April 12, 2026, the Company had restricted cash of $26.3 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 April 12, 2026, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events.

Dividends — The Company announced on April 23, 2025, that it will discontinue its dividend effective immediately and 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 April 12, 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.

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.
• 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 (http://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.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended), as of the end of the Company’s quarter ended April 12, 2026, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) have concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended April 12, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

There is no information required to be reported for any items under Part II, except as follows:

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.