BJRI 10-K & 10-Q changes, risk factors and insider trading

A critical factor in our future success is our ability to expand our restaurant operations, which will depend in large part on our ability to open new restaurants in a profitable manner. We anticipate that our new restaurants will generally take several months or even longer to reach targeted productivity levels due to the inefficiencies typically associated with new restaurants, including lack of initial market and consumer awareness, the need to hire and train sufficient management and restaurant team members and other factors. The opening of new restaurants in established markets can also have either an expected or an unintended effect on the sales levels at existing restaurants.restaurants and overall comparable sales metrics. We cannot guarantee any restaurant we open will obtain operating results similar to those of our existing restaurants. If we are unable to open and operate new restaurants successfully, our growth rate and our results of operations will be adversely affected. Our expansion plans may also be impacted by the delay or cancellation of potential new sites by developers and landlords, which may become more common as a result of economic deterioration or tightening credit markets.

Additionally, if these independent third-party brewers cease doing business with us, we may be required to purchase or brew our own beer at higher costs to us, or we may not be able to sell our proprietary craft beer at all, until we are able to secure an alternative supply source. If the independent third-party brewers fail to adhere to our proprietary recipe and brewing specifications, the consistency and quality of beer offerings, and thus our reputation, guest patronage, revenues and results of operations, may be adversely affected. Additionally,The financial stability of those brewing operations where we currently contract for our proprietary craft beer production, as well as their ability or willingness to continue to meet our beer production requirements, continues to be a significant risk in our business model. Accordingly, there can be no guarantees that our proprietary brewing requirements will continue to be met in the future.

In addition, there has been increasinga focus by the United States and overseascertain state governmental authorities and investors on other environmental matters, such as climate change, which may increase the frequency and severity of weather-related events and conditions, such as drought and forest fires. This increased focus on climate change and efforts to reduce greenhouse gas emissions, waste, and water consumption may lead to new initiatives directed at regulating a yet to be specified array of environmental matters. Legislative, regulatory or other efforts to combat climate change or other environmental concerns could result in future increases in the cost of raw materials, taxes, transportation and utilities, which could affect our results of operations and necessitate future investments in facilities and equipment.

Our corporate office is located in CaliforniaCalifornia, and a significant number of our restaurants are located in California, Texas and Florida which makes us particularly sensitive to economic, regulatory, weather and other risk factors and conditions are more prevalent in those states.

Cybersecurity breaches also could result in a violation of applicable privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability. In addition, the California Privacy Rights Act (“CPRA”) provides a private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties and request deletion of personal information (subject to certain exceptions). Compliance with the CPRA and other current and future privacy, cybersecurity and related laws may involve significant costs. If we fail to properly respond to security breaches of our own or third-party’sa third-party's information technology systems or fail to properly respond to consumer requests under the CPRA or any similar laws adopted in other states, our reputation and results of operations may be adversely affected.

We are subject to a variety of laws, government regulationslaws and other legal requirementsregulations, and any failure to comply withcould theseresult lawsin significant costs and regulations or any new laws or regulations could have a material adverse effect on our operations.liabilities.

There can be no guarantee that additional financing will be readily available or available on favorable terms, or at all. The unavailability of financing if and when needed for our operations or growth may adversely affect our growth and other plans, as well as our financial condition. Even if available, additional financing may involve significant cash payment obligations, covenants and financial ratios that restrict our ability to operate and grow our business and would cause us to incur additional interest expense and financing costs.

In addition, we cannot assure that an active trading market for our common stock will continuecontinue, which maycould adversely affect our stock priceliquidity and themarket liquidity of any investment in our common stock.price.

As of February 26,27, 2025,2026, we ownedown and operatedoperate 218219 restaurants located in 31 states as described in Item 2 - Properties - “Restaurant Locations” in this Form 10-K. Our restaurants are open every day of the year except for Thanksgiving and Christmas. All of our restaurants currently offer take-out and delivery services. Additionally, all of our restaurants offer a call-ahead or online wait list, on-line ordering for dine-in, guest pick-up or curbside delivery and reservations for large parties.

Our menu features BJ’s award‑winning, signature deep-dish pizza, our proprietary craft and other beers, as well as a wide selection of appetizers, entrées, pastas, sandwiches, specialty salads and desserts, including our Pizookie® dessert. Our proprietary craft beer is produced at severalfour of our locations,restaurants with in-house brewing facilities, our Texas brewpub locations and by independent third-party brewers using our proprietary recipes.

Our goal is to increase shareholder value by increasing our adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), earnings per share and return on invested capital through:

Comparable Restaurant Sales. In calculating comparable restaurant sales, we include a restaurant in the comparable base onceafter it has been open for 18 months. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and closures. Comparable restaurant sales increased 1.2%2.0% for fiscal 2024.2025.

Restaurant Level Operating Profit. This non-GAAP financial measure is equal to the revenues generated by our restaurants, less their direct operating costs which consist of cost of sales, labor and benefits, and occupancy and operating costs. This performance measure primarily includes the costs that restaurant level managers can directly control and excludes other operating costs that are essential to conduct the Company’s business. We, similar to most of our competitors, use restaurant level operating profit as a supplemental measure of restaurant performance and believe restaurant level operating profit is useful to investors in that it highlights trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures. Because other companies may calculate restaurant level operating profit differently than we do, our restaurant level operating profit calculation may not be comparable to similarly titled measures reported by other companies. A reconciliation of income (loss) from operations to restaurant level operating profit for fiscal 2024,2025, 20232024 and 20222023 is set forth below both in dollars and as percentages of total revenues (dollar amounts in thousands):

Adjusted Diluted Net Income Per Share. This is a non-GAAP financial measure that represents net income excluding net loss on disposal and impairment of assets, net leadership transition expenses and the related stock-based compensation credit, and charges associated with the 2024 extension of an outstanding warrant held by Act III.warrant. These adjustments are intended to provide greater transparency of underlying performance and to allow investors to evaluate our business on the same basis as our management. Because other companies may calculate this measure differently than we do, our adjusted diluted net income per share calculation may not be comparable to similarly titled measures reported by other companies. A reconciliation of net income to adjusted diluted net income per share for fiscal 2024,2025, 20232024 and 20222023 is set forth below both in dollars and as percentages of total revenues (dollar amounts in thousands):

The tax effect is based on the Company’s annual statutory tax rate of 24.2% for fiscal years ending December 30, 2025, December 31, 2024, January 2, 2024 and January 3,2, 2023.2024.

Adjusted EBITDA. This non-GAAP financial measure represents the sum of net income adjusted for certain expenses and gains/losses detailed within the reconciliation below. We use Adjusted EBITDA as a supplemental measure of our operating performance and believe this measure is useful to investors in that it highlights cash flow and trends in our business operations that may not otherwise be apparent to investors when relying solely on GAAP financial measures. Because other companies may calculate this measure differently than we do, our Adjusted EBITDA calculation may not be comparable to similarly titled measures reported by other companies. A reconciliation of net income to Adjusted EBITDA for fiscal 2024,2025, 20232024 and 20222023 is set forth below both in dollars and as percentages of total revenues (dollar amounts in thousands):

Restaurant Opening. Newly opened restaurants typically experience inefficiencies in the form of higher cost of sales, labor and direct operating and occupancy costs for several months after their opening relative to our more mature, established restaurants. Accordingly, the number and timing of new restaurant openings have had, and are expected to continue to have, an impact on restaurant opening expenses, cost of sales, labor and occupancy and operating expenses. Additionally, restaurant openings in new markets may experience even greater inefficiencies for several months, if not longer, due to lower initial sales volumes, which results from initially low consumer awareness levels, and a lack of supply chain and other operating cost leverage until additional restaurants can be opened in those markets.

Guest Loyalty Program. Our program enables participants to earn points for qualifying purchases that can be redeemed for food and beverages in the future. We allocate the transaction price between the goods delivered and the future goods that will be delivered, on a relative standalone selling price basis, and defer the revenues allocated to the pointspoints, less expected expirations, until such points are redeemed.

Comparable Sales and Guest Traffic. All of our restaurants are company-owned. In calculating comparable restaurant sales, we include a restaurant in the comparable base onceafter it has been open for 18 months. Guest traffic for our restaurants is estimated based on the number of guest checks.

Occupancy and Operating. Occupancy and operating expenses include restaurant supplies, credit card fees, general liability and property insurance, third-party delivery company commissions, marketing costs, fixed rent, percentage rent, common area maintenance charges, utilities, real estate taxes, repairs and maintenance and other related restaurant costs.

Restaurant Opening. Restaurant opening expenses, which are expensed as incurred, consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stock of operating supplies and other direct costs related to the opening of a restaurant, including rent expense during the construction and in-restaurant training period.

The following table sets forth, for the years indicated, our Consolidated Statements of Operations both in dollars and as percentages of total revenues.revenues (dollar amounts in thousands). All fiscal years presented consist of 52 weeks with the exception of fiscal year 2022, which consists of 53 weeks. Percentages below may not reconcile due to rounding.

52 WEEKS ENDED JANUARYDECEMBER 2,30, 20242025 (FISCAL 20232025) COMPARED TO THE 5352 WEEKS ENDED JANUARYDECEMBER 3,31, 20232024 (FISCAL 20222024)

Our capital requirements are driven by our fundamental financial objective to improve total shareholder return through a balanced approach of new restaurant expansion plans, enhancements and initiatives focused on existing restaurants and return of capital to our shareholders through our share repurchase program. We expect to accelerate restaurant openings in 2026. Our capital expenditures in 2025, related to future restaurant openings, will depend on the speed at which we can develop a more robust and targeted pipeline that aligns with our refined criteria for new locations. In addition, we want to maintain a flexible balance sheet to provide the financial resources necessary to manage the risks and uncertainties of conducting our business operations in the restaurant industry. In order to achieve these objectives, we use a combination of operating cash flows, debt, and landlord allowances.

Net cash provided by operating activities was $101.5$110.5 million during fiscal 2024,2025, representing a $4.4$9.0 million decreaseincrease compared to the $105.8$101.5 million provided during fiscal 2023.2024. TheThis decrease over the prior yearincrease is primarily due to theimproved timingnet ofincome, paymentspartially foroffset accounts payable andby the timing of receiptsaccounts forpayable accountspayments and otheraccrued receivable, offset by higher impairments in the current year.expenses.

Net cash used in investing activities was $76.9$69.6 million during fiscal 2024,2025, representing a $22.0$7.3 million decrease compared to the $98.9$76.9 million used in fiscal 2023.2024. TheThis decrease over prior year is primarily due to the number offewer new restaurant openings andoffset fewerby the number of restaurant remodels and less maintenance incurred.remodels.

During fiscal 2024,2025, we opened three new restaurants and closed one restaurant. We currently plan to open one new restaurant and remodel up to 30 existing locations in fiscal 2025. We currently anticipate our total capital expenditures for fiscal 2025 to be approximately $65 million to $75 million. This estimate includes costs to open new restaurants and remodel existing locations and excludes anticipated proceeds from tenant improvement allowances.restaurant. We expect to fund our net capital expenditures with our current cash balance on hand, cash flows from operations and our line of credit. Our future cash requirements will depend on many factors, including the pace of our expansion, conditions in the retail property development market, construction costs, the nature of the specific sites selected for new restaurants, and the nature of the specific leases and associated tenant improvement allowances available, if any, as negotiated with landlords.

Net cash used in financing activities was $27.6$43.3 million during fiscal 2024,2025, representing a $24.8$15.7 million increase in cash used compared to the $2.7$27.6 million used in fiscal 2023.2024. This increase wasis primarily due to anthe increase in commonshare repurchases, partially offset by the increase in proceeds from stock repurchases,option coupledexercises withand higher paymentsborrowings onunder our linecredit of credit. We currently anticipate our common stock repurchases for fiscal 2025 to be approximately $40 million to $50 million.facility.

Our significant accounting policies are more fully described in Note 1 of Notes to Consolidated Financial Statements in Part IV, Item 15. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policiespolicy to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Certain information included in this Form 10-Q and other filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers may contain “forward-looking” statements about our current and expected performance trends, growth plans, business goals and other matters. Words or phrases such as “believe,” “plan,” “will likely result,” “expect,” “intend,” “will continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should,” and similar expressions are intended to identify “forward-looking” statements. These statements, and any other statements that are not historical facts, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended from time to time. The cautionary statements made in this Form 10-Q should be read as being applicable to all related “forward-looking” statements wherever they appear in this Form 10-Q. These forward-looking statements are based on information available to us as of the date any such statements are made, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the risk factors described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 30, 2025, as updated in our Form 10-Q for the thirteentwenty-six weeks ended MarchJune 31,30, 2026, and in other reports filed subsequently with the SEC.

BJ’s Restaurants is a leading full-service restaurant brand differentiated by a high-quality, varied menu with compelling value, a dining experience that offers our customers (referred to as “guests”) best-in-class service, hospitality and enjoyment, in a high-energy, welcoming and approachable atmosphere. BJ’s is a national restaurant chain that, as of MayJuly 5,30, 2026, owns and operates 219 restaurants located in 31 states.

The following table provides, for the periods indicated, our unaudited Consolidated Statements of Income expressed as percentages of total revenues. The results of operations for the thirteen and twenty-six weeks ended MarchJune 31,30, 2026 and AprilJuly 1, 2025, are not necessarily indicative of the results to be expected for the full fiscal year. Percentages below may not reconcile due to rounding.

Thirteen and Twenty-Six Weeks Ended MarchJune 31,30, 2026 Compared to Thirteen and Twenty-Six Weeks Ended AprilJuly 1, 2025

Revenues. Total revenues increased by $10.1$23.3 million, or 2.9%,6.4%, to $358.1$388.9 million during the thirteen weeks ended MarchJune 31,30, 2026, from $348.0$365.6 million during the comparable thirteen-week period of 2025. The change in revenues primarily consisted of an increase of 2.4%,6.5%, or $8.1$23.5 million, related to sales from restaurants in our comparable restaurant sales base, andoffset $1.7by milliondecreases relatedin tonon-comparable salesrestaurant from new restaurants.sales. The increase in comparable restaurant sales was due to an increase in guest traffic of approximately 2.2%,8.3%, coupledoffset withby ana increasedecrease in average check of approximately 0.2%,1.8%, resulting from changes in mixproduct andmix, partially offset by menu price increases.

Cost of Sales. Cost of sales increased by $3.1$8.3 million, or 3.6%,9.1%, to $89.9$99.1 million during the thirteen weeks ended MarchJune 31,30, 2026, from $86.8$90.8 million during the comparable thirteen-week period of 2025. This increase was primarily due to higher guest traffic counts and higher commodity costs. As a percentage of revenues, cost of sales increased to 25.1%25.5% for the current thirteen-week period from 25.0%24.8% for the prior year comparable period. ThisThe increase was primarily due to higherapproximately 5% inflation in our commodity basket costs led by beef inflation, partially offset by menu price increases and the effectiveness of improved operations and our cost savings initiatives.operations.

DepreciationCost andof Amortization. Depreciation and amortizationsales increased by $4.5$11.4 million, or 24.8%,6.4%, to $22.8$189.0 million during the thirteentwenty-six weeks ended MarchJune 31,30, 2026, comparedfrom to $18.3$177.6 million during the comparable thirteen-weektwenty-six-week period of 2025. The increase included a $2.7 million catch-up adjustment to depreciation expense. As a percentage of revenues, depreciationcost andof amortizationsales increased to 6.4%25.3% for the current thirteen-weektwenty-six-week period from 5.3%24.9% for the prior year comparable period. The increase was primarily due to approximately 3% inflation in our commodity basket led by beef inflation, partially offset by menu price increases and the effectiveness of improved operations.

InterestDepreciation Expense,and Net.Amortization. InterestDepreciation expense,and net,amortization wasincreased $1.1by $2.2 million, or 11.8%, to $21.0 million during the thirteen weeks ended MarchJune 31,30, 2026, compared to $1.2$18.7 million during the comparable thirteen-week period of 2025. This decreaseincrease wasis primarily due to increased capital expenditures related to our restaurant maintenance and remodel programs. As a lowerpercentage outstandingof debtrevenues, balance.depreciation and amortization increased to 5.4% for the current thirteen-week period from 5.1% for the prior year comparable period.

OtherRestaurant Expense,Opening. Net.Restaurant Otheropening expense,expenses net,decreased wasby $0.4$0.1 million to $0.1 million during the thirteen weeks ended MarchJune 31,30, 2026, compared to $0.1$0.2 million during the comparable thirteen-week period of 2025. This change is primarily due to decreases in the cash surrender value of certain life insurance policies.

Income Tax (Benefit) Expense. Our effective income tax expense rate for the thirteen weeks ended MarchJune 31,30, 2026, was an expense of 0.6%1.3% compared to 1.2%6.3% for the comparable thirteen-week period of 2025. The effective tax rate expense for the thirteen weeks ended March 31, 2026 and April 1, 2025, was different than the statutory rate primarily due to FICA tax tip credits.

Our capital requirements are driven by our fundamental financial objective to improve totaldrive shareholder return through a balanced approach of new restaurant expansion plans, enhancements and initiatives focused on existing restaurants and return of capital to our shareholders through our share repurchase program.

Net cash provided by operating activities was $43.0$74.0 million during the thirteentwenty-six weeks ended MarchJune 31,30, 2026, representing a $38.4$7.1 million increase from the $4.6$66.9 million provided during the thirteentwenty-six weeks ended AprilJuly 1, 2025. The increase over prior year is primarilyled dueby toincreased theprofitability timingafter ofnon-cash accounts payable payments. During the thirteen weeks ended April 1, 2025, and in preparation for our new Enterprise Resource Planning (“ERP”) system, we prepaid invoices and reduced our accounts payable balance, which decreased our operating cash flow for the period.items.

Net cash used in investing activities was $15.8$40.4 million during the thirteentwenty-six weeks ended MarchJune 31,30, 2026, representing a $0.9$3.4 million decreaseincrease from the $16.6$37.0 million used during the thirteentwenty-six weeks ended AprilJuly 1, 2025. The decreaseincrease overversus prior year is primarily due to the timing of capital expenditures related to restaurant remodelmaintenance activity.and remodels.

Net cash used in financing activities was $28.3$43.0 million during the thirteentwenty-six weeks ended MarchJune 31,30, 2026, representing a $33.3$12.9 million increase from the $4.9$30.0 million provided byused in financing activities during the thirteentwenty-six weeks ended AprilJuly 1, 2025. The increase in cash used is primarily due to higher repayments of borrowings, offset by lower share repurchases.

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities (“VIEs”),entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow limited purposes. As of MarchJune 31,30, 2026, we are not involved in any off-balance sheet arrangements.

A summary of our other critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 30, 2025. During the thirteentwenty-six weeks ended MarchJune 31,30, 2026, there were no significant changes in our critical accounting policies.