13D weekly report - December 22, 2025 to December 26, 2025

YZi Labs Files Preliminary Consent Statement to Expand the Board of CEA Industries Inc. (BNC) and Elect Additional Directors

Key Summary: On November 27, 2025, YZi Labs Management filed a preliminary consent statement to expand the board and elect new directors, citing weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and gains in BNB, the company’s main treasury asset.

Market Cap: $304 million | CEA Industries Inc., through its subsidiary, Surna Cultivation Technologies LLC, focuses on the sale of environmental control and other technologies and services to the controlled environment agriculture (CEA) industry in the United States and Canada.

·         On November 27, 2025, YZi Labs Management filed a preliminary consent statement seeking written consents to expand the board and elect new directors, arguing that stronger oversight is needed after what it sees as weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and appreciation in BNB, the company’s primary treasury asset. Source

·         On December 3, 2025, YZi Labs Management filed a preliminary consent solicitation accused 10X Capital of mismanagement, transparency failures, and abandoning BNC’s promised BNB Treasury Strategy, contributing to severe shareholder value destruction. It demanded corrective action and solicited consents to expand the board with independent directors. Source

·         On December 19, 2025, YZi Labs and seven nominees formed a group (4.9%) to jointly file Schedule 13D disclosures, pursue board representation, and solicit consents to expand the board and elect the nominees, with YZi Labs controlling nominee trading and covering related expenses, and plans to file a revised preliminary Schedule 14A to seek these consents. Source

Biglari Holdings seeks board seat and opposes key proposals at Jack in the Box Inc (JACK)

Key Summary: On July 10, 2025, Biglari Holdings filed a 13D after the Board adopted a poison pill, indicating potential engagement on operations, governance, or capital structure, and possible coordination with other shareholders under confidentiality agreements. On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board. Jana Partners, in 2018–2019, disclosed a 7.3% stake, held discussions on governance, capital allocation, and operations, and entered into a Cooperation Agreement that led to two board appointments before reducing its stake to 3.4% by January 2019. On November 3, 2025, the company signed a cooperation agreement with GreenWood that added two GreenWood-backed directors

M.Cap: $269 million | Jack in the Box Inc. operates and franchises Jack in the Box quick-service restaurants (QSRs) and Qdoba Mexican Eats (Qdoba) fast-casual restaurants.

Biglari Holdings

·         On July 10, 2025, Biglari Holdings filed a Schedule 13D following the Board’s adoption of a poison pill, stating they may engage with management on potential changes to operations, governance, or capital structure, and may also communicate with other shareholders or third parties under confidentiality agreements. Source

·         On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board at the 2026 annual meeting of shareholders. Source

·         On December 23, 2025, Biglari Holdings filed proxy materials soliciting proxies for the 2026 annual meeting to elect its nominee, Douglas Thompson, to the board alongside nine company nominees it does not oppose, arguing the current board has overseen years of shareholder value destruction and needs stronger oversight. Biglari urges shareholders to vote using its GOLD universal proxy card “FOR” its nominee and the nine company nominees, and “AGAINST” Say-on-Pay, the incentive plan amendment, and the rights agreement. Source

GreenWood Investors

·         On November 3, 2025, the company signed a cooperation agreement with GreenWood that added two GreenWood-backed directors, imposed standstill and voting commitments, set ownership thresholds tied to board rights, and included plans for a confidentiality agreement. Source

·         Effective November 7, 2025, the company appointed Alan Smolinisky to its board as a representative of GreenWood Investors, LLC

Jana Partners

·         On February 15, 2018, Jana Partners disclosed 7.3% and stated that it had discussions with the company regarding the capital structure, margins, capital allocation, franchise mix, and operations. It stated that it may have further discussions with the company regarding these and other topics including governance and Board composition. Source

·         On October 25, 2018, Jana Partners (6.7%) entered into a confidentiality and standstill letter agreement with the company. Under the Confidentiality Agreement, Jana Partners agreed to maintain the confidentiality of certain business information to be furnished by the company to Jana Partners and to abide by customary standstill obligations, subject to certain exceptions. Source

·         On October 29, 2018, the company and Jana Partners entered into a Cooperation Agreement. Pursuant to it, the company and Jana Partners will cooperate in good faith to agree upon two individuals recommended by Jana Partners (each a “New Independent Director”) to be added to the Board of Directors. Source

·         On January 4, 2019, the company and Jana Partners (6%) entered into an amendment to the Cooperation Agreement pursuant to which the deadline to appoint the new independent directors was extended to March 15, 2019. Source

·         On January 14, 2019, Jana Partners reduced its stake to 3.4%.

·         On April 25, 2019, the Company and Jana Partners entered into Amendment No. 3 to the Cooperation Agreement between the Company and Jana Partners dated October 29, 2018. Pursuant to which the Company added two individuals to the board on May 27, 2019. Source