BJs RESTAURANTS INC

Our common stock is traded on The NASDAQ Global Select Market under the symbol “BJRI.” As of February 24, 2025, we had approximately 132 shareholders of record. As many of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.

STOCK-PERFORMANCE GRAPH

The Company has elected to use the S&P 600 Restaurant Group index as its peer group for fiscal 2024. The following chart compares the five-year cumulative total stock performance of our common stock, the S&P 600 Restaurant Group index and the S&P 500 index. The graph assumes that $100 was invested on December 31, 2019, in our common stock and in each of the indices and that all dividends were reinvested. The measurement points utilized in the graph consist of the last trading day in each calendar year, which closely approximates the last day of our respective fiscal year. The historical stock performance presented below is not intended to and may not be indicative of future stock performance.

CALCULATION OF AGGREGATE MARKET VALUE OF NON-AFFILIATE SHARES

For purposes of calculating the aggregate market value of shares of our common stock held by non-affiliates as set forth on the cover page of this Annual Report on Form 10-K, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater shareholders. In the case of 5% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our Company, or unless they hold 10% or more of our outstanding common stock and are not qualified institutional investors or passive investors who have filed a Schedule 13G with respect to their ownership. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater shareholders are, in fact, affiliates of our Company, or that there are no other persons who may be deemed to be affiliates of our Company. Further information concerning shareholdings of our officers, directors and principal shareholders, as well as information regarding our stock-based compensation plans, is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.

STOCK-BASED COMPENSATION PLAN INFORMATION

We have a shareholder approved stock-based compensation plan, the 2024 Equity Incentive Plan (as amended from time to time, “the Plan”), under which we may issue shares of our common stock to team members, officers, directors and consultants. Under the Plan, we have granted incentive stock options, non-qualified stock options and service- and performance-based restricted stock units (“RSUs”). In Fiscal 2024, we also granted market-based RSUs. The following table provides information about the shares of our common stock that may be issued upon exercise of awards as of December 31, 2024 (share numbers in thousands):

DIVIDEND POLICY AND STOCK REPURCHASES

We currently do not pay any cash dividends. Quarterly cash dividends were suspended in 2020 and any resumption of dividends will be subject to our Board of Directors determining that the resumption of dividend payments is in the best interest of the Company and its shareholders. The only cash dividends paid during fiscal 2024 were related to dividends declared prior to fiscal 2020, which vested under our stock-based compensation plans.

As of December 31, 2024, we have cumulatively repurchased shares valued at approximately $514.1 million in accordance with our approved share repurchase plan since its inception in 2014. During fiscal 2024, we repurchased and retired approximately 757,000 shares of our common stock at an average price of $33.20 per share for approximately $25.1 million, which is recorded as a reduction in common stock, with any excess charged to retained earnings. Our Board of Directors approved a $50 million increase in our share repurchase program both in February 2024 and February 2025. Currently we have $82.5 million available under our authorized $600 million share repurchase program. Repurchases may be made at any time.

The following table sets forth information with respect to the repurchase of common shares during fiscal 2024:

(1)

Period information is presented in accordance with our fiscal months during fiscal 2024.