Business Context and Reporting Period
Company: BJ's Restaurants, Inc. (BJRI)
Filing Type: Form 8-K (Current Report)
Date of Report: November 17, 2025
Event Date: November 14, 2025
Context: The Company entered into an Amendment to its Cooperation Agreement with Act III Holdings, LLC and related entities (collectively, the "Act III Parties"). This filing discloses the extension of the agreement term and modifications to share ownership restrictions.
Key Financial Metrics
This Form 8-K reports a corporate governance event and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Agreement Extension: The expiration date of the Act III Cooperation Agreement was extended from May 4, 2027, to June 30, 2027.
- Ownership Cap Adjustment: Standstill restrictions were amended to permit the Act III Parties to acquire additional beneficial ownership up to an aggregate of 2,091,011 shares (approximately 9.9% of outstanding Common Stock).
- Exclusions: The ownership cap excludes shares currently owned by Noah Elbogen or acquired by him via equity grants related to his Board service.
Guidance, Outlook, and Management Commentary
Collaboration Commitments: The Act III Parties agreed to make personnel and management available to support the Company on key initiatives, including culinary, supply chain, marketing, design, technology, and recruiting.
Voting Agreements: The Act III Parties agreed to vote their shares in accordance with the Board's recommendations regarding director elections and shareholder proposals, subject to specific exceptions.
Non-Disparagement: Both parties agreed not to disparage or sue one another, subject to certain exceptions.
Risks and Contingencies: The filing does not explicitly detail new risks or contingencies beyond the standard exceptions noted in the voting and non-disparagement clauses.
Investor Verification Checklist
- Verify the full text of the Amendment to Cooperation Agreement filed as Exhibit 10.1 to understand specific exceptions to the standstill and voting restrictions.
- Confirm the current beneficial ownership percentage of the Act III Parties to assess proximity to the new 9.9% cap.
- Review the original Cooperation Agreement (filed January 2, 2025) to compare the scope of collaboration and restrictions prior to this amendment.
- Monitor future filings for any changes in the Act III Parties' shareholdings or Board composition.