BJRIBJs RESTAURANTS INC

Retail-Eating Places

Revenue: $1.4B; 4.9% YoY
Operating margin: 3.3%; 221% YoY
EBITDA: $123M; 45% YoY
Market cap: $1.3B
Employees: 22,000; $64K revenue each
Net debt / EBITDA: 0.2×; $30M net debt
AI in 10-K: 0.2; mentions per 10K words

Takeover score 4 of 13

Fixable underperformance 1 of 7

TSR below peersYes
3 of 4 years
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
226% of net income
Cash flow under 80% of net income
Dilutive SBCNo
1% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
61% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
0% of assets
Over 40% of assets
Shareholder dissentNo
96% lowest support
Any vote under 80% support

Buyer economics 3 of 4

Low revenue per employeeYes
$64K · 17th pct
Bottom quartile of its SIC industry
Quiet on AIYes
0.2 per 10K words · 14th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
0.2× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedYes
$1.3B market cap
Market cap $500M–$5B

Catalysts 0 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingNo
−$8M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$1.1B	$1.3B	$1.3B	$1.4B	4.9%
Operating income	−$17M	−$5M	$14M	$46M	237%
Net income	−$4M	$4M	$20M	$49M	148%
Operating cash flow	$64M	$51M	$106M	$111M	4.4%
Capex	$42M	$79M	$99M	$70M	30%
Stock-based comp	$10M	$10M	$11M	$8M	26%
Buybacks	—	$2M	$11M	$68M	516%
Dividends	$118K	$100K	$32K	$0	100%

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Aug 5, 2026	Act III Holdings LLC	SCHEDULE 13D/A	1.6%	Passive
Jul 1, 2026	PW Partners Atlas Fund IV LP	SCHEDULE 13D/A	2.6%	Passive
Mar 23, 2026	Act III Holdings LLC	SCHEDULE 13D/A	8.1%	Passive
Mar 19, 2026	Act III Holdings LLC	SCHEDULE 13D/A	16.0%	Passive
Mar 11, 2026	Act III Holdings LLC	SCHEDULE 13D/A	6.4%	Passive
Nov 17, 2025	Act III Holdings LLC	SCHEDULE 13D/A	5.7%	Passive
Apr 29, 2025	Fund 1 Investments, LLC	SCHEDULE 13D/A	4.7%	Passive
Mar 14, 2025	Fund 1 Investments, LLC	SCHEDULE 13D/A	9.8%	Passive
Feb 24, 2025	Fund 1 Investments, LLC	SCHEDULE 13D/A	9.4%	Passive
Feb 11, 2025	Fund 1 Investments, LLC	SCHEDULE 13D/A	9.8%	Passive

Insider trading

Open-market buys, 12 mo: $219K · 7
Open-market sells, 12 mo: $8M · 20
Net: −$8M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	—	—	102	94
FY2024	—	—	95	118
FY2023	—	—	69	97
FY2021	—	—	91	122