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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 157, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32242

Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		38-2511577
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
30 Frank Lloyd Wright Drive Ann Arbor, Michigan		48105
(Address of Principal Executive Offices)		(Zip Code)

(734) 930-3030

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Domino’s Pizza, Inc. Common Stock, $0.01 par value	DPZ	The Nasdaq Stock Market LLC

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~October 147, 2025, Domino’s Pizza, Inc. had 33,~~948~~786,~~921~~218 shares of common stock, par value $0.01 per share, outstanding.

Domino’s Pizza, Inc.

TABLE OF CONTENTS

		Page No.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (Unaudited) – As of June 15, 2025 and December 29, 2024	3
	Condensed Consolidated Balance Sheets (Unaudited) – As of September 7, 2025 and December 29, 2024	3
	Condensed Consolidated Statements of Income (Unaudited) – Fiscal quarters and two fiscal quarters ended June 15, 2025 and June 16, 2024	4
	Condensed Consolidated Statements of Income (Unaudited) – Fiscal quarters and three fiscal quarters ended September 7, 2025 and September 8, 2024	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) – Fiscal quarters and two fiscal quarters ended June 15, 2025 and June 16, 2024	5
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) – Fiscal quarters and three fiscal quarters ended September 7, 2025 and September 8, 2024	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) – Two fiscal quarters ended June 15, 2025 and June 16, 2024	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) – Three fiscal quarters ended September 7, 2025 and September 8, 2024	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1618
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2931
Item 4.	Controls and Procedures	2931
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3032
Item 1A.	Risk Factors	3032
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3032
Item 3.	Defaults Upon Senior Securities	3032
Item 4.	Mine Safety Disclosures	3032
Item 5.	Other Information	3133
Item 6.	Exhibits	3234
SIGNATURES		3335

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Domino’s Pizza, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)	~~June~~September 157, 2025			December 29, 2024
Assets
Current assets:
Cash and cash equivalents	$	~~272~~139,~~859~~728		$	186,126
Restricted cash and cash equivalents		~~211~~202,~~734~~501			195,370
Accounts receivable, net		~~284~~277,~~606~~175			309,104
Inventories		6971,~~705~~155			70,919
Prepaid expenses and other		4541,~~556~~349			40,363
Advertising fund assets, restricted		~~123~~135,~~098~~826			103,396
Total current assets		1867,~~007,558~~734			905,278
Property, plant and equipment:
Land and buildings		104,~~593~~657			104,793
Leasehold and other improvements		~~189~~191,~~419~~543			191,718
Equipment		~~404~~411,~~888~~128			390,542
Construction in progress		1315,~~111~~760			22,717
		712,011			709,770
		723,088			709,770
Accumulated depreciation and amortization		(~~421~~432,~~741~~435	)		(408,591	)
Property, plant and equipment, net		290,~~270~~653			301,179
Other assets:
Operating lease right-of-use assets		~~222~~223,~~676~~540			210,302
Goodwill		10,764			11,578
Capitalized software, net		~~158~~159,~~166~~238			155,025
Investment in DPC Dash		4643,~~667~~650			82,699
Deferred income tax assets, net		2614,~~135~~178			23,432
Other assets		4950,~~057~~520			47,520
Total other assets		~~513~~501,~~465~~890			530,556
Total assets	$	1,~~811~~660,~~293~~277		$	1,737,013
Liabilities and stockholders’ deficit
Current liabilities:
Current portion of long-term debt	$	15,~~149,989~~521		$	1,149,679
Accounts payable		~~131~~113,~~088~~071			85,898
Operating lease liabilities		4345,~~003~~163			39,920
Insurance reserves		24,~~880~~824			25,658
Dividends payable		61,~~246~~183			2,246
Advertising fund liabilities		~~120~~132,~~790~~705			101,567
Other accrued liabilities		~~157~~156,~~185~~686			207,494
Total current liabilities		1539,~~688,181~~153			1,612,462
Long-term liabilities:
Long-term debt, less current portion		34,~~825~~810,~~847~~274			3,825,659
Operating lease liabilities		~~192~~190,~~739~~757			181,983
Insurance reserves		3334,~~148~~757			33,229
Other accrued liabilities		4647,~~005~~295			45,971
Total long-term liabilities		45,~~097~~083,~~739~~083			4,086,842
Stockholders’ deficit:
Common stock		~~339~~338			343
Additional paid-in capital		~~843~~619			1,272
Retained deficit		(3,~~971~~957,~~182~~671	)		(3,956,474	)
Accumulated other comprehensive loss		(45,~~627~~245	)		(7,432	)
Total stockholders’ deficit		(3,~~974~~961,~~627~~959	)		(3,962,291	)
Total liabilities and stockholders’ deficit	$	1,~~811~~660,~~293~~277		$	1,737,013

The accompanying notes are an integral part of these condensed consolidated financial statements.

Domino’s Pizza, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

Fiscal Quarter Ended

~~Two~~Three Fiscal Quarters Ended

June 15,

June 16,

June 15,

June 16,

September 7,

September 8,

September 7,

September 8,

(In thousands, except per share data)

2025

2024

2025

2024

Revenues:

U.S. Company-owned stores

9282,~~456~~749

9289,~~264~~173

~~184~~266,~~054~~803

~~184~~274,~~913~~086

U.S. franchise royalties and fees

~~156~~157,~~261~~155

~~147~~144,~~576~~074

~~307~~464,~~261~~416

~~298~~442,~~094~~168

Supply chain

~~687~~696,~~062~~959

~~659~~651,~~244~~314

12,~~356~~053,~~986~~945

1,~~318~~969,~~458~~772

International franchise royalties and fees

7778,~~164~~549

7374,~~696~~633

~~152~~231,~~723~~272

~~145~~220,~~662~~295

U.S. franchise advertising

~~132~~131,~~201~~642

~~124~~120,~~956~~925

~~256~~387,~~176~~818

~~235~~356,~~256~~181

Total revenues

1,~~145~~147,~~144~~054

1,~~097~~080,~~736~~119

23,~~257~~404,~~200~~254

23,~~182~~262,~~383~~502

Cost of sales:

U.S. Company-owned stores

7869,~~073~~258

7674,~~059~~205

~~154~~224,~~984~~242

~~152~~226,~~517~~722

Supply chain

~~606~~617,~~101~~894

~~584~~582,~~646~~167

1,~~198~~815,~~099~~993

1,~~170~~753,~~965~~132

Total cost of sales

~~684~~687,~~174~~152

~~660~~656,~~705~~372

12,~~353~~040,~~083~~235

1,~~323~~979,~~482~~854

Gross margin

~~460~~459,~~970~~902

~~437~~423,~~031~~747

~~904~~1,~~117~~364,019

~~858~~1,~~901~~282,648

General and administrative

~~107~~105,~~608~~092

~~115~~103,~~947~~991

~~216~~321,~~685~~777

~~216~~320,~~971~~962

U.S. franchise advertising

~~132~~131,~~201~~642

~~124~~120,~~956~~925

~~256~~387,~~176~~818

~~235~~356,~~256~~181

Refranchising (gain) loss

~~(3,883~~—

)

25—

(3,883

)

158

Income from operations

~~225~~223,~~044~~168

~~196~~198,~~103~~831

~~435~~658,~~139~~307

~~406~~605,~~516~~347

Other (expense) income

(153,~~974~~017

)

1126,~~398~~172

85,~~053~~036

(718,~~301~~871

)

Interest income

34,~~829~~060

4,~~219~~339

711,~~774~~834

712,~~958~~297

Interest expense

(4445,~~648~~012

)

(44,~~721~~726

)

(90135,~~233~~245

)

(90135,~~567~~293

)

Income before provision for income taxes

~~168~~179,~~251~~199

~~166~~184,~~999~~616

~~360~~539,~~733~~932

~~316~~501,~~606~~222

Provision for income taxes

3739,~~160~~880

2537,~~021~~692

79119,~~991~~871

4886,~~804~~496

Net income

~~131~~139,~~091~~319

~~141~~146,~~978~~924

~~280~~420,~~742~~061

~~267~~414,~~802~~726

Earnings per share:

Common stock - basic

34.8411

4.0722

812.2031

711.6891

Common stock - diluted

34.8108

4.0319

812.1422

711.6180

The accompanying notes are an integral part of these condensed consolidated financial statements.

Domino’s Pizza, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Fiscal Quarter Ended

~~Two~~Three Fiscal Quarters Ended

June 15,

June 16,

June 15,

June 16,

September 7,

September 8,

September 7,

September 8,

(In thousands)

2025

2024

2025

2024

Net income

~~131~~139,~~091~~319

~~141~~146,~~978~~924

~~280~~420,~~742~~061

~~267~~414,~~802~~726

Currency translation adjustment

~~2,462~~(618

)

~~(483~~598

)

2,~~805~~187

(1,~~608~~010

)

Comprehensive income

~~133~~138,~~553~~701

~~141~~147,~~495~~522

~~283~~422,~~547~~248

~~266~~413,~~194~~716

The accompanying notes are an integral part of these condensed consolidated financial statements.

Domino’s Pizza, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Two Fiscal Quarters Ended
	Three Fiscal Quarters Ended
	June 15,			June 16,
	September 7,			September 8,
(In thousands)	2025			2024
Cash flows from operating activities:
Net income	$	~~280~~420,~~742~~061		$	~~267~~414,~~802~~726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4061,~~713~~128			4060,~~218~~974
Refranchising (gain) loss		(3,883	)		158
Loss on sale/disposal of assets		~~612~~703			~~327~~501
Amortization of debt issuance costs		23,~~419~~768			23,~~475~~685
Benefit for deferred income taxes		(2,700	)		(6,246	)
Provision (benefit) for deferred income taxes		9,255			(7,524	)
Non-cash equity-based compensation expense		2131,~~356~~681			2231,~~024~~541
Excess tax benefits from equity-based compensation		(2,~~343~~751	)		(2021,~~238~~609	)
(Benefit) provision for losses on accounts and notes receivable		(449	)		~~111~~250
Unrealized and realized (gain) loss on investments, net		(8,053	)		7,301
Unrealized and realized gain on investments, net		(5,036	)		(18,871	)
Changes in operating assets and liabilities		1910,~~663~~242			(3118,~~660~~968	)
Changes in advertising fund assets and liabilities, restricted		1827,~~338~~137			(82,~~122~~016	)
Net cash provided by operating activities		~~366~~552,~~860~~256			~~274~~446,~~150~~879
Cash flows from investing activities:
Capital expenditures		(3556,~~231~~667	)		(4370,~~683~~801	)
Sale of investments		44,085			—
Proceeds from sale of assets		8,458			73
Other		(21,~~517~~939	)		(1,~~350~~167	)
Net cash provided by (used in) investing activities		14,795			(44,960	)
Net cash used in investing activities		(6,063	)		(71,895	)
Cash flows from financing activities:
Repayments of long-term debt and finance lease obligations		(1,861	)		(14,764	)
Proceeds from issuance of long-term debt		1,000,000			—
Proceeds from exercise of stock options		12,319			31,467
Repayments of long-term debt and finance lease obligations		(1,147,773	)		(15,947	)
Purchases of common stock		(203,041	)		(25,000	)
Proceeds from exercise of stock options		12,882			34,669
Tax payments for restricted stock upon vesting		(8,472	)		(9,260	)
Purchases of common stock		(277,698	)		(214,999	)
Payments of common stock dividends and equivalents		(60,257	)		(53,100	)
Tax payments for restricted stock upon vesting		(10,862	)		(10,706	)
Net cash used in financing activities		(261,312	)		(70,657	)
Payments of common stock dividends and equivalents		(119,503	)		(106,015	)
Effect of exchange rate changes on cash		1,848			(990	)
Cash paid for financing costs		(15,287	)		—
Change in cash and cash equivalents, restricted cash and cash equivalents		122,191			157,543
Net cash used in financing activities		(558,241	)		(312,998	)
Effect of exchange rate changes on cash		1,487			(589	)
Change in cash and cash equivalents, restricted cash and cash equivalents		(10,561	)		61,397
Cash and cash equivalents, beginning of period		186,126			114,098
Restricted cash and cash equivalents, beginning of period		195,370			200,870
Cash and cash equivalents included in advertising fund assets, restricted, beginning of period		80,928			88,165
Cash and cash equivalents, restricted cash and cash equivalents and cash and cash equivalents included in advertising fund assets, restricted, beginning of period		462,424			403,133
Cash and cash equivalents, end of period		~~272~~139,~~859~~728			~~283~~189,~~699~~084
Restricted cash and cash equivalents, end of period		~~211~~202,~~734~~501			~~197~~185,~~019~~439
Cash and cash equivalents included in advertising fund assets, restricted, end of period		~~100~~109,~~022~~634			7990,~~958~~007
Cash and cash equivalents, restricted cash and cash equivalents and cash and cash equivalents included in advertising fund assets, restricted, end of period	$	~~584~~451,~~615~~863		$	~~560~~464,~~676~~530

The accompanying notes are an integral part of these condensed consolidated financial statements.

Domino’s Pizza, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited; tabular amounts in thousands, except share and per share amounts)

~~June~~September 157, 2025

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Additionally, the condensed consolidated balance sheet at December 29, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Certain captions have been conformed to the current period presentation. For further information, refer to the consolidated financial statements and footnotes for the fiscal year ended December 29, 2024 included in the Company’s 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 24, 2025 (the “2024 Form 10-K”).

The 2025 and 2024 ~~second~~third quarters referenced herein represent the twelve-week periods ended ~~June~~September 157, 2025 and ~~June~~September 168, 2024, respectively. The 2025 and 2024 ~~two~~three fiscal quarters referenced herein represent the ~~twenty~~thirty-~~four~~six-week periods ended ~~June~~September 157, 2025 and ~~June~~September 168, 2024, respectively. In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair statement have been included. Operating results for the ~~second~~third quarter and ~~two~~three fiscal quarters ended ~~June~~September 157, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2025.

2. Segment Information

The Company has three reportable segments: (i) U.S. stores; (ii) supply chain; and (iii) international franchise.

The Company’s operations are organized by management on the combined basis of line of business and geography. The U.S. stores segment includes operations with respect to all franchised and Company-owned stores throughout the U.S. The supply chain segment primarily includes the distribution of food and, to a lesser extent, other products, from the Company’s supply chain center operations in the U.S. and Canada. The international franchise segment includes operations related to the Company’s franchising business in foreign markets. The Company’s chief operating decision maker is its Chief Executive Officer, and he evaluates the performance of the Company’s segments and allocates resources to them based on revenues and earnings before interest, taxes, depreciation, amortization and other, referred to as Segment Income. The Company uses Segment Income to determine future business objectives and targets and for long-range planning for the reportable segments, as well as to evaluate their operating performance.

The tables below summarize the financial information, including revenues, significant segment expenses, Segment Income and capital expenditures, concerning the Company’s reportable segments for the ~~second~~third ~~quarters~~quarter and ~~two~~three fiscal quarters ended ~~June~~September 157, 2025 and ~~June~~September 168, 2024. Intersegment revenues are comprised of sales of food and, to a lesser extent, other products, from the supply chain segment to the Company-owned stores in the U.S. stores segment. Intersegment sales prices are market based.

The Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) in the fourth quarter of 2024. The Company has included the relevant interim disclosures retrospectively for all periods presented in the condensed consolidated financial statements.

Fiscal Quarter Ended June 15, 2025

Fiscal Quarter Ended September 7, 2025

U.S.Stores

SupplyChain

InternationalFranchise

Total

U.S. Company-owned stores

9282,~~456~~749

—

9282,~~456~~749

U.S. franchise royalties and fees

~~156~~157,~~261~~155

—

~~156~~157,~~261~~155

Supply chain

—

~~714~~722,~~658~~597

—

~~714~~722,~~658~~597

Supply chain - intersegment revenues

—

(2725,~~596~~638

)

—

(2725,~~596~~638

)

International franchise royalties and fees

—

7778,~~164~~549

U.S. franchise advertising

~~132~~131,~~201~~642

—

~~132~~131,~~201~~642

Segment revenues

~~380~~371,~~918~~546

~~687~~696,~~062~~959

7778,~~164~~549

1,~~145~~147,~~144~~054

Cost of sales - food

2724,~~279~~613

~~487~~495,~~484~~249

—

~~514~~519,~~763~~862

Cost of sales - labor

2725,~~632~~541

6061,~~024~~887

—

87,~~656~~428

Cost of sales - other (1)

2016,~~486~~583

4951,~~211~~269

—

6967,~~697~~852

U.S. franchise advertising

~~132~~131,~~201~~642

—

~~132~~131,~~201~~642

General and administrative (2)

3936,~~337~~858

1618,~~132~~389

11,~~600~~252

6766,~~069~~499

Segment Income

~~133~~136,~~983~~309

7470,~~211~~165

6567,~~564~~297

273,~~758~~771

Segment capital expenditures (3)

12,~~983~~629

98,~~076~~248

—139

11,~~059~~016

Two Fiscal Quarters Ended June 15, 2025

Three Fiscal Quarters Ended September 7, 2025

U.S.Stores

SupplyChain

InternationalFranchise

Total

U.S. Company-owned stores

~~184~~266,~~054~~803

—

~~184~~266,~~054~~803

U.S. franchise royalties and fees

~~307~~464,~~261~~416

—

~~307~~464,~~261~~416

Supply chain

—

12,~~412~~135,~~567~~164

—

12,~~412~~135,~~567~~164

Supply chain - intersegment revenues

—

(5581,~~581~~219

)

—

(5581,~~581~~219

)

International franchise royalties and fees

—

~~152~~231,~~723~~272

U.S. franchise advertising

~~256~~387,~~176~~818

—

~~256~~387,~~176~~818

Segment revenues

~~747~~1,~~491~~119,037

12,~~356~~053,~~986~~945

~~152~~231,~~723~~272

23,~~257~~404,~~200~~254

Cost of sales - food

5479,~~490~~103

~~959~~1,~~100~~454,349

—

1,~~013~~533,~~590~~452

Cost of sales - labor

5682,~~813~~353

~~121~~183,~~906~~793

—

~~178~~266,~~719~~146

Cost of sales - other (1)

3854,~~238~~821

98149,~~558~~829

—

~~136~~204,~~796~~650

U.S. franchise advertising

~~256~~387,~~176~~818

—

~~256~~387,~~176~~818

General and administrative (2)

75112,~~973~~830

3048,~~391~~781

2334,~~380~~632

~~129~~196,~~744~~243

Segment Income

~~265~~402,~~801~~112

~~147~~217,~~031~~193

~~129~~196,~~343~~640

~~542~~815,~~175~~945

Segment capital expenditures (3)

25,~~959~~588

1422,~~586~~834

—139

1728,~~545~~561

Fiscal Quarter Ended June 16, 2024

Fiscal Quarter Ended September 8, 2024

U.S.Stores

SupplyChain

InternationalFranchise

Total

U.S. Company-owned stores

9289,~~264~~173

—

9289,~~264~~173

U.S. franchise royalties and fees

~~147~~144,~~576~~074

—

~~147~~144,~~576~~074

Supply chain

—

~~686~~679,~~464~~664

—

~~686~~679,~~464~~664

Supply chain - intersegment revenues

—

(2728,~~220~~350

)

—

(2728,~~220~~350

)

International franchise royalties and fees

—

7374,~~696~~633

U.S. franchise advertising

~~124~~120,~~956~~925

—

~~124~~120,~~956~~925

Segment revenues

~~364~~354,~~796~~172

~~659~~651,~~244~~314

7374,~~696~~633

1,~~097~~080,~~736~~119

Cost of sales - food

2625,~~321~~905

~~468~~465,~~461~~301

—

~~494~~491,~~782~~206

Cost of sales - labor

2827,~~477~~761

6160,~~700~~124

—

9087,~~177~~885

Cost of sales - other (1)

1817,~~408~~801

4547,~~946~~870

—

6465,~~354~~671

U.S. franchise advertising

~~124~~120,~~956~~925

—

~~124~~120,~~956~~925

General and administrative (2)

3733,~~152~~203

1816,~~151~~846

1412,~~599~~266

6962,~~902~~315

Segment Income

~~129~~128,~~482~~577

6461,~~986~~173

5962,~~097~~367

~~253~~252,~~565~~117

Segment capital expenditures (3)

24,~~215~~256

98,~~642~~116

33—

1112,~~890~~372

Two Fiscal Quarters Ended June 16, 2024

Three Fiscal Quarters Ended September 8, 2024

U.S.Stores

SupplyChain

InternationalFranchise

Total

U.S. Company-owned stores

~~184~~274,~~913~~086

—

~~184~~274,~~913~~086

U.S. franchise royalties and fees

~~298~~442,~~094~~168

—

~~298~~442,~~094~~168

Supply chain

—

12,~~373~~053,~~390~~055

—

12,~~373~~053,~~390~~055

Supply chain - intersegment revenues

—

(5483,~~932~~283

)

—

(5483,~~932~~283

)

International franchise royalties and fees

—

~~145~~220,~~662~~295

U.S. franchise advertising

~~235~~356,~~256~~181

—

~~235~~356,~~256~~181

Segment revenues

~~718~~1,~~263~~072,435

1,~~318~~969,~~458~~772

~~145~~220,~~662~~295

23,~~182~~262,~~383~~502

Cost of sales - food

5278,~~963~~868

~~938~~1,~~398~~403,699

—

~~991~~1,~~361~~482,567

Cost of sales - labor

5885,~~151~~912

~~123~~184,~~918~~042

—

~~182~~269,~~069~~954

Cost of sales - other (1)

3553,~~594~~395

91139,~~962~~832

—

~~127~~193,~~556~~227

U.S. franchise advertising

~~235~~356,~~256~~181

—

~~235~~356,~~256~~181

General and administrative (2)

70103,~~709~~912

3451,~~617~~463

2739,~~233~~499

~~132~~194,~~559~~874

Segment Income

~~265~~394,~~590~~167

~~129~~190,~~563~~736

~~118~~180,~~429~~796

~~513~~765,~~582~~699

Segment capital expenditures (3)

49,~~812~~068

1220,~~417~~533

1729,~~262~~634


(1)		Cost of sales - other, includes delivery, occupancy costs (including rent, telephone and utilities) and insurance expense. Depreciation and amortization is not included in the measurement of Segment Income.


(2)		General and administrative expense consists primarily of labor cost (including variable performance-based compensation expense), computer expenses, professional fees, travel and entertainment, rent, insurance and other. Depreciation and amortization, non-cash equity-based compensation expense, gains and losses from the sale/disposal of assets and refranchising gains and losses are not included in the measurement of Segment Income.

(3) The Company also had $1011.10 million and $1411.45 million of other capital expenditures not attributable to the reportable segments primarily representing capitalized software in the ~~second~~third quarters of 2025 and 2024, respectively. The Company had $1829.8 million and $2840.61 million of other capital expenditures not attributable to the reportable segments primarily representing capitalized software in the ~~two~~three fiscal quarters of 2025 and 2024, respectively.

The following table reconciles total Segment Income to income before provision for income taxes:

Fiscal Quarter Ended

~~Two~~Three Fiscal Quarters Ended

June 15,2025

June 16,2024

June 15,2025

June 16,2024

September 7,2025

September 8,2024

September 7,2025

September 8,2024

Total Segment Income

273,~~758~~771

~~253~~252,~~565~~117

~~542~~815,~~175~~945

~~513~~765,~~582~~699

General and administrative - other (1)

(2019,~~925~~771

)

(2622,~~165~~839

)

(4868,~~238~~009

)

(4467,~~339~~178

)

Depreciation and amortization

(20,~~351~~415

)

(20,~~349~~756

)

(4061,~~713~~128

)

(4060,~~218~~974

)

Non-cash equity-based compensation expense

(10,~~975~~325

)

(109,~~686~~517

)

(2131,~~356~~681

)

(2231,~~024~~541

)

Loss on sale/disposal of assets

(~~346~~92

)

(~~237~~174

)

(~~612~~703

)

(~~327~~501

)

Refranchising gain (loss)

~~3,883~~—

~~(25~~—

)

3,883

(158

)

Income from operations

~~225~~223,~~044~~168

~~196~~198,~~103~~831

~~435~~658,~~139~~307

~~406~~605,~~516~~347

Other (expense) income

(153,~~974~~017

)

1126,~~398~~172

85,~~053~~036

(718,~~301~~871

)

Interest income

34,~~829~~060

4,~~219~~339

711,~~774~~834

712,~~958~~297

Interest expense

(4445,~~648~~012

)

(44,~~721~~726

)

(90135,~~233~~245

)

(90135,~~567~~293

)

Income before provision for income taxes

~~168~~179,~~251~~199

~~166~~184,~~999~~616

~~360~~539,~~733~~932

~~316~~501,~~606~~222


(1)		Represents corporate administrative costs that have not been allocated to a reportable segment including labor, computer expenses, professional fees, travel and entertainment, rent, insurance and other corporate administrative costs.

The Company’s chief operating decision maker is not regularly provided financial information related to the assets of the reportable segments, and he does not evaluate their performance or allocate resources to them based on assets. Therefore, total assets by reportable segment are not included in the Company’s segment disclosures.

3. Earnings Per Share

	Fiscal Quarter Ended				~~Two~~Three Fiscal Quarters Ended
	June 15,		June 16,		June 15,		June 16,
	September 7,		September 8,		September 7,		September 8,
	2025		2024		2025		2024
Net income available to common stockholders - basic and diluted	$	~~131~~139,~~091~~319	$	~~141~~146,~~978~~924	$	~~280~~420,~~742~~061	$	~~267~~414,~~802~~726
Basic weighted average number of shares		3433,~~163~~919,~~399~~706		34,~~904~~801,~~786~~086		34,~~223~~122,~~725~~385		34,~~852~~835,~~548~~394
Earnings per share – basic	$	34.8411	$	4.0722	$	812.2031	$	711.6891
Diluted weighted average number of shares		34,~~401~~146,~~016~~418		35,~~224~~039,~~080~~408		34,~~477~~366,~~191~~396		35,~~199~~145,~~277~~732
Earnings per share – diluted	$	34.8108	$	4.0319	$	812.1422	$	711.6180

The denominators used in calculating diluted earnings per share for common stock for the ~~second~~third quarters and ~~two~~three fiscal quarters each ended ~~June~~September 157, 2025 and ~~June~~September 168, 2024 do not include the following because the effect of including these shares would be anti-dilutive or because the performance targets for these awards had not yet been met:

Fiscal Quarter Ended

~~Two~~Three Fiscal Quarters Ended

June 15,

June 16,

June 15,

June 16,

September 7,

September 8,

September 7,

September 8,

2025

2024

2025

2024

Anti-dilutive shares underlying stock-based awards

Stock options

8785,~~009~~428

44,~~305~~342

89,147

46,~~669~~290

Restricted stock awards and units

2,360

4,223

2,360

4,223

Performance condition not met

Restricted stock awards and units

41,957

49,~~908~~742

41,957

49,~~908~~742

4. Stockholders’ Deficit

The following tables summarize the changes in stockholders’ deficit for the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025.

													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Deficit			Loss
Balance at March 23, 2025		34,230,813		$	342		$	892		$	(3,906,833	)	$	(7,089	)
Net income		—			—			—			131,091			—
Dividends declared on common stock and equivalents($1.74 per share)		—			—			—			(59,457	)		—
Issuance and cancellation of stock awards, net		3,654			—			—			—			—
Tax payments for restricted stock upon vesting		(673	)		—			(314	)		—			—
Purchases of common stock		(315,696	)		(3	)		(15,500	)		(135,983	)		—
Exercise of stock options		19,124			—			4,790			—			—
Non-cash equity-based compensation expense		—			—			10,975			—			—
Currency translation adjustment		—			—			—			—			2,462
Balance at June 15, 2025		33,937,222		$	339		$	843		$	(3,971,182	)	$	(4,627	)
Net income		—			—			—			139,319			—
Dividends declared on common stock and equivalents($1.74 per share)		—			—			—			(59,184	)		—
Issuance and cancellation of stock awards, net		17,498			1			—			—			—
Tax payments for restricted stock upon vesting		(5,287	)		—			(2,390	)		—			—
Purchases of common stock		(165,778	)		(2	)		(8,722	)		(66,624	)		—
Exercise of stock options		1,490			—			563			—			—
Non-cash equity-based compensation expense		—			—			10,325			—			—
Currency translation adjustment		—			—			—			—			(618	)
Balance at September 7, 2025		33,785,145		$	338		$	619		$	(3,957,671	)	$	(5,245	)

													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Deficit			Loss
Balance at December 29, 2024		34,281,927		$	343		$	1,272		$	(3,956,474	)	$	(7,432	)
Net income		—			—			—			280,742			—
Dividends declared on common stock and equivalents($3.48 per share)		—			—			—			(119,257	)		—
Issuance and cancellation of stock awards, net		58,170			—			—			—			—
Tax payments for restricted stock upon vesting		(19,303	)		—			(8,472	)		—			—
Purchases of common stock		(430,976	)		(4	)		(25,632	)		(176,193	)		—
Exercise of stock options		47,404			—			12,319			—			—
Non-cash equity-based compensation expense		—			—			21,356			—			—
Currency translation adjustment		—			—			—			—			2,805
Balance at June 15, 2025		33,937,222		$	339		$	843		$	(3,971,182	)	$	(4,627	)

Subsequent to the end of the second quarter of 2025, on July 15, 2025, the Company’s Board of Directors declared a $1.74 per share quarterly dividend on its outstanding common stock for shareholders of record as of September 15, 2025 to be paid on September 30, 2025.


													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Deficit			Loss
Balance at December 29, 2024		34,281,927		$	343		$	1,272		$	(3,956,474	)	$	(7,432	)
Net income		—			—			—			420,061			—
Dividends declared on common stock and equivalents ($5.22 per share)		—			—			—			(178,441	)		—
Issuance and cancellation of stock awards, net		75,668			1			—			—			—
Tax payments for restricted stock upon vesting		(24,590	)		—			(10,862	)		—			—
Purchases of common stock		(596,754	)		(6	)		(34,354	)		(242,817	)		—
Exercise of stock options		48,894			—			12,882			—			—
Non-cash equity-based compensation expense		—			—			31,681			—			—
Currency translation adjustment		—			—			—			—			2,187
Balance at September 7, 2025		33,785,145		$	338		$	619		$	(3,957,671	)	$	(5,245	)

~~The~~Subsequent ~~following~~to ~~tables~~the ~~summarize~~end of the ~~changes~~third inquarter ~~stockholders’~~of ~~deficit~~2025, ~~for~~on October 7, 2025, the ~~second~~Company’s ~~quarter~~Board ~~and~~of ~~two~~Directors ~~fiscal~~declared ~~quarters~~a $1.74 per share quarterly dividend on its outstanding common stock for shareholders of ~~2024~~record as of December 15, 2025 to be paid on December 26, 2025.

												Accumulated
						Additional						Other
	Common Stock					Paid-in			Retained			Comprehensive
	Shares			Amount		Capital			Deficit			Loss
Balance at March 24, 2024		34,801,757		$	348	$	1,191		$	(4,004,877	)	$	(4,992	)
Net income		—			—		—			141,978			—
Dividends declared on common stock and equivalents($1.51 per share)		—			—		—			(53,109	)		—
Issuance and cancellation of stock awards, net		17,616			—		—			—			—
Tax payments for restricted stock upon vesting		(5,175	)		—		(2,560	)		—			—
Exercise of stock options		142,425			2		20,691			—			—
Non-cash equity-based compensation expense		—			—		10,686			—			—
Currency translation adjustment		—			—		—			—			(483	)
Balance at June 16, 2024		34,956,623		$	350	$	30,008		$	(3,916,008	)	$	(5,475	)

The following tables summarize the changes in stockholders’ deficit for the third quarter and three fiscal quarters of 2024.

													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Deficit			Loss
Balance at December 31, 2023		34,726,182		$	347		$	2,801		$	(4,069,648	)	$	(3,867	)
Net income		—			—			—			267,802			—
Dividends declared on common stock and equivalents($3.02 per share)		—			—			—			(106,063	)		—
Issuance and cancellation of stock awards, net		61,669			1			—			—			—
Tax payments for restricted stock upon vesting		(20,388	)		—			(9,260	)		—			—
Purchases of common stock		(56,372	)		(1	)		(17,021	)		(8,099	)		—
Exercise of stock options		245,532			3			31,464			—			—
Non-cash equity-based compensation expense		—			—			22,024			—			—
Currency translation adjustment		—			—			—			—			(1,608	)
Balance at June 16, 2024		34,956,623		$	350		$	30,008		$	(3,916,008	)	$	(5,475	)
Net income		—			—			—			146,924			—
Dividends declared on common stock and equivalents($1.51 per share)		—			—			—			(52,502	)		—
Issuance and cancellation of stock awards, net		3,466			—			—			—			—
Tax payments for restricted stock upon vesting		(3,029	)		(1	)		(1,445	)		—			—
Purchases of common stock		(443,302	)		(4	)		(39,572	)		(152,230	)		—
Exercise of stock options		16,612			—			3,202			—			—
Non-cash equity-based compensation expense		—			—			9,517			—			—
Currency translation adjustment		—			—			—			—			598
Balance at September 8, 2024		34,530,370		$	345		$	1,710		$	(3,973,816	)	$	(4,877	)


													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Deficit			Loss
Balance at December 31, 2023		34,726,182		$	347		$	2,801		$	(4,069,648	)	$	(3,867	)
Net income		—			—			—			414,726			—
Dividends declared on common stock and equivalents ($4.53 per share)		—			—			—			(158,565	)		—
Issuance and cancellation of stock awards, net		65,135			1			—			—			—
Tax payments for restricted stock upon vesting		(23,417	)		(1	)		(10,705	)		—			—
Purchases of common stock		(499,674	)		(5	)		(56,593	)		(160,329	)		—
Exercise of stock options		262,144			3			34,666			—			—
Non-cash equity-based compensation expense		—			—			31,541			—			—
Currency translation adjustment		—			—			—			—			(1,010	)
Balance at September 8, 2024		34,530,370		$	345		$	1,710		$	(3,973,816	)	$	(4,877	)

5. Fair Value Measurements

Fair value measurements enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Fair Value of Cash Equivalents and Marketable Securities

The fair values of the Company’s cash equivalents and investments in marketable securities are based on quoted prices in active markets for identical assets.

Fair Value of Investments

The Company holds a non-controlling interest in DPC Dash Ltd (“DPC Dash”), the Company’s master franchisee in China that owns and operates Domino’s Pizza stores in that market. The Company accounts for its investment in DPC Dash as a trading security and records it at fair value at the end of each reporting period, with gains and losses recorded in other income or expense in its condensed consolidated statements of income. As of ~~June~~September 157, 2025, the fair value of the Company’s investment in DPC Dash ordinary shares is based on the active exchange quoted price for the equity security of HK$9387.9025 per share (HK: 1405). The Company owned 3,901,019 and 8,101,019 ordinary shares as of ~~June~~September 157, 2025 and December 29, 2024, respectively. The Company sold 4,200,000 ordinary shares of its investment in DPC Dash in the second quarter of 2025 for net proceeds of $44.1 million.

The Company recorded a total net negative adjustment of $163.0 million in the ~~second~~third quarter of 2025 and a total net positive adjustment of $85.10 million in the ~~two~~three fiscal quarters of 2025 to the carrying amount of its investment in DPC Dash, with the net realized and unrealized losses and gains recorded in other (expense) income in the Company’s condensed consolidated statements of income. The Company recorded a positive ~~adjustment~~adjustments of $1126.42 million and $18.9 million in the ~~second~~third quarter of 2024 and athree ~~negative adjustment of $7.3 million in the two~~ fiscal quarters of 2024, respectively, to the carrying amount of its investment in DPC Dash, with the unrealized gains ~~and losses~~ recorded in other ~~income~~ (expense) income in the Company’s condensed consolidated statements of income.

The following tables summarize the carrying amounts and fair values of certain assets at ~~June~~September 157, 2025 and December 29, 2024:

At June 15, 2025

At September 7, 2025

Fair Value Estimated Using

Carrying

Level 1

Level 2

Level 3

Amount

Inputs

Cash equivalents

~~164~~95,~~990~~531

—

Restricted cash equivalents

~~119~~132,~~945~~211

—

Investments in marketable securities

2223,~~297~~658

—

Advertising fund cash equivalents, restricted

7989,~~325~~495

—

Investment in DPC Dash

4643,~~667~~650

—


	At December 29, 2024
			Fair Value Estimated Using
	Carrying		Level 1		Level 2		Level 3
	Amount		Inputs		Inputs		Inputs
Cash equivalents	$	127,074	$	127,074	$	—	$	—
Restricted cash equivalents		140,669		140,669		—		—
Investments in marketable securities		20,638		20,638		—		—
Advertising fund cash equivalents, restricted		70,350		70,350		—		—
Investment in DPC Dash		82,699		82,699		—		—

Fair Value of Debt

The estimated fair values of the Company’s fixed rate notes are classified as Level 2 measurements, as the Company estimates the fair value amount by using available market information. The Company obtained quotes from two separate brokerage firms that are knowledgeable about the Company’s fixed rate notes and, at times, trade these notes. The Company also performed its own internal analysis based on the information gathered from public markets, including information on notes that are similar to those of the Company. However, considerable judgment is required to interpret market data to estimate fair value. Accordingly, the fair value estimates presented are not necessarily indicative of the amount that the Company or the noteholders could realize in a current market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair values stated below.

Management estimated the approximate fair values of the Company’s ~~2015,~~fixed ~~2017,~~rate ~~2018, 2019 and 2021~~ notes as follows:

	June 15, 2025				December 29, 2024
	September 7, 2025				December 29, 2024
	Principal Amount		Fair Value		Principal Amount		Fair Value
2015 Ten-Year Notes	$	~~742,000~~—	$	~~739,774~~—	$	742,000	$	739,032
2017 Ten-Year Notes		940,000		~~924~~932,~~020~~480		940,000		915,560
2018 7.5-Year Notes		~~402,688~~—		~~401,077~~—		402,688		399,869
2018 9.25-Year Notes		379,000		~~374~~377,~~452~~863		379,000		370,662
2019 Ten-Year Notes		648,000		~~613~~625,~~008~~320		648,000		599,400
2021 7.5-Year Notes		826,625		~~764~~782,~~628~~814		826,625		750,576
2021 Ten-Year Notes		972,500		~~875~~895,~~250~~673		972,500		850,938
2025 Five-Year Notes		500,000		503,500		—		—
2025 Seven-Year Notes		500,000		507,000		—		—

The Company did not have any outstanding borrowings under its variable funding notes at ~~June~~September 157, 2025 or December 29, 2024.

126. Refinancing

6On September 5, 2025 (the “closing date”), the Company completed a refinancing transaction (the “2025 Refinancing”) in which certain of the Company’s subsidiaries issued new notes pursuant to an asset-backed securitization. ~~Leverage~~The ~~Ratio~~notes consist of $500.0 million Series 2025-1 4.930% Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated repayment date of July 2030 (the “2025 Five-Year Notes”) and ~~Debt~~$500.0 ~~Classification~~million Series 2025-1 5.217% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated repayment date of July 2032 (the “2025 Seven-Year Notes,” and collectively with the 2025 Five-Year Notes, the “2025 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended. Gross proceeds from the issuance of the 2025 Notes were $1.00 billion.

InThe ~~accordance~~proceeds ~~with~~from the ~~Company’s~~issuance ~~debt agreements, the payment~~ of ~~principal on~~ the ~~outstanding~~2025 ~~senior~~Notes, ~~notes~~as ~~may~~well beas ~~suspended~~$160.0 ifmillion of the ~~Holdco~~Company’s ~~Leverage~~unrestricted ~~Ratio~~cash isand ~~less~~cash ~~than~~equivalents, orwere ~~equal~~used to ~~5.0x~~(i) ~~total~~repay ~~debt~~the toremaining ~~Consolidated~~$742.0 ~~Adjusted~~million ~~EBITDA, each as defined~~ in ~~the~~outstanding ~~indenture~~principal ~~governing~~under the ~~securitized~~Company’s ~~debt,~~2015 ~~and no catch~~Ten-upYear ~~provisions~~Notes ~~are~~(refer ~~applicable.~~to AsNote of5, ~~the~~above) ~~end of the second quarter of 2025~~ and the ~~end~~remaining of$402.7 ~~the~~million ~~fourth~~in ~~quarter~~outstanding ofprincipal ~~2024,~~under the Company’s ~~had~~2018 a7.5-Year ~~Holdco~~Notes ~~Leverage~~(refer ~~Ratio~~to ofNote ~~less than~~ 5~~.0x~~, ~~and accordingly~~above), ~~the~~(ii) ~~outstanding~~prefund ~~principal~~a ~~amounts~~portion of the ~~Company’s~~interest ~~2021~~payable ~~Notes,~~on ~~2019~~the 2025 Notes, ~~2018~~and ~~9.25-Year~~(iii) ~~Notes~~pay transaction fees and ~~2017~~expenses. ~~Ten-Year~~In ~~Notes~~connection ~~(refer~~with tothe ~~Note~~2025 5Refinancing, ~~above)~~the ~~have~~Company ~~been~~capitalized ~~classified~~$15.4 asmillion ~~long-term~~of debt inissuance ~~the~~costs, ~~condensed~~which ~~consolidated~~are ~~balance~~being ~~sheet~~amortized asinto ofinterest ~~June~~expense ~~15,~~over ~~2025~~the five and ~~December~~seven-year ~~29,~~expected ~~2024~~terms of the 2025 Notes.

The ~~anticipated~~legal ~~repayment~~final maturity date ~~for~~of the ~~2018~~2025 ~~7.5-Year~~ Notes ~~and~~is ~~the~~July ~~2015~~2055, ~~Ten-Year~~but ~~Notes~~it ~~(refer~~is toanticipated ~~Note 5~~that, ~~above)~~unless isearlier ~~October~~prepaid ~~2025~~to ~~and~~the ~~accordingly,~~extent ~~the~~permitted ~~outstanding~~under ~~principal~~the ~~amounts~~related ~~for~~debt ~~these~~agreements, ~~notes~~the ~~have~~2025 ~~been~~Five-Year ~~classified~~Notes aswill ~~current~~be ~~portion~~repaid ofon ~~long-term~~or ~~debt~~prior into the ~~condensed~~anticipated ~~consolidated~~repayment ~~balance~~date ~~sheet~~occurring asin ofJuly ~~June 15~~2030, ~~2025~~ and ~~December 29, 2024. The Company expects to refinance~~ the ~~2018~~2025 ~~7.5~~Seven-Year Notes ~~and~~will ~~the~~be ~~2015~~repaid ~~Ten-Year~~on ~~Notes~~or prior to the anticipated repayment date occurring in July 2032. If the Company ~~does~~has not ~~refinance~~repaid ~~the~~or ~~2018~~refinanced ~~7.5-Year Notes and~~ the ~~2015~~2025 ~~Ten-Year~~ Notes prior to the applicable anticipated repayment ~~date~~dates, additional interest of at least 5% per annum will accrue, and the Company’s cash flows other than ~~technology fees and~~ a weekly management fee to cover certain ~~general~~operating ~~and administrative~~ expenses would be directed to the repayment of the securitized debt.

As of September 7, 2025, the 2025 Notes had original scheduled principal payments of $10.0 million in each of 2026 through 2029, $485.0 million in 2030, $5.0 million in 2031 and $470.0 million in 2032. In accordance with the Company’s debt agreements, the payment of principal on the 2025 Notes may be suspended if either the Holdco Leverage Ratio or Senior Leverage Ratio is less than or equal to 5.5x total debt to either Consolidated Adjusted EBITDA or Securitized Net Cash Flow, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable. In accordance with the Company’s debt agreements, the payment of principal on the 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes (refer to Note 5, above) may be suspended if the Holdco Leverage Ratio is less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable. As of the end of the third quarter of 2025 and the end of the fourth quarter of 2024, the Company satisfied the non-amortization tests for each respective series of notes, and accordingly, the outstanding principal amounts of the notes have been classified as long-term debt in the condensed consolidated balance sheet as of September 7, 2025 and December 29, 2024.

Concurrent with the 2025 Refinancing, certain of the Company’s subsidiaries also issued a new variable funding note facility which allows for advances of up to $320.0 million of Series 2025-1 Variable Funding Senior Secured Notes, Class A-1 and certain other credit instruments, including letters of credit (the “2025 Variable Funding Notes”). The 2025 Variable Funding Notes were undrawn on the closing date. As of September 7, 2025, the Company had no outstanding borrowings and $263.6 million of available borrowing capacity under its 2025 Variable Funding Notes, net of letters of credit issued of $56.4 million. In connection with the issuance of the 2025 Variable Funding Notes, the Company’s previous $200.0 million Series 2021-1 and $120.0 million Series 2022-1 variable funding note facilities were canceled.

Interest on the 2025 Variable Funding Notes is payable at a rate equal to the Secured Overnight Financing Rate (“Term SOFR”) plus 150 basis points. The unused portion of the 2025 Variable Funding Notes is subject to a commitment fee of 50 basis points. It is anticipated that any amounts outstanding under the 2025 Variable Funding Notes will be repaid in full on or prior to July 2030, subject to two additional one-year extensions at the option of the Company, subject to certain conditions. Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the 2025 Variable Funding Notes equal to 5% per annum.

7. Revenue Disclosures

Contract Liabilities

Contract liabilities primarily consist of deferred franchise fees and deferred development fees. Deferred franchise fees and deferred development fees of $5.0 million and $5.1 million were included in current other accrued liabilities as of ~~June~~September 157, 2025 and December 29, 2024, respectively. Deferred franchise fees and deferred development fees of $14.69 million and $15.8 million were included in long-term other accrued liabilities as of ~~June~~September 157, 2025 and December 29, 2024, respectively.

Changes in deferred franchise fees and deferred development fees for the ~~two~~three fiscal quarters of 2025 and 2024 were as follows:

	Two Fiscal Quarters Ended
	Three Fiscal Quarters Ended
	June 15,			June 16,
	September 7,			September 8,
	2025			2024
Deferred franchise fees and deferred development fees, beginning of period	$	20,946		$	25,195
Revenue recognized during the period		(34,~~046~~316	)		(24,~~737~~292	)
New deferrals due to cash received and other		13,~~675~~297			12,~~769~~281
Deferred franchise fees and deferred development fees, end of period	$	19,~~575~~927		$	2423,~~227~~184

Advertising Fund Assets

As of ~~June~~September 157, 2025, advertising fund assets, restricted of $~~123~~135.18 million consisted of $~~100~~109.06 million of cash and cash equivalents, $1517.19 million of accounts receivable and $8.03 million of prepaid expenses. As of ~~June~~September 157, 2025, advertising fund cash and cash equivalents included $2.3.1 million of cash contributed from U.S. Company-owned stores that had not yet been expended.

As of December 29, 2024, advertising fund assets, restricted of $103.4 million consisted of $80.9 million of cash and cash equivalents, $14.3 million of accounts receivable and $8.2 million of prepaid expenses. As of December 29, 2024, advertising fund cash and cash equivalents included $1.8 million of cash contributed from U.S. Company-owned stores that had not yet been expended.

8. Leases

The Company leases certain retail store and supply chain center locations, vehicles, equipment and its corporate headquarters with expiration dates through 2045. Rent expense totaled $2221.38 million and $4465.19 million in the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025, respectively. Rent expense totaled $21.0 million and $4263.2 million in the ~~second~~third quarter and ~~two~~three fiscal quarters of 2024, respectively. Rent expense includes operating lease cost, as well as expense for non-lease components including common area maintenance, real estate taxes and insurance for the Company’s real estate leases. Rent expense also includes the variable rate per mile driven and fixed maintenance charges for the Company’s supply chain center tractors and trailers and expense for short-term rentals. Rent expense for certain short-term supply chain center tractor and trailer rentals was $1.64 million and $35.60 million in the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025, respectively. Rent expense for certain short-term supply chain center tractor and trailer rentals was $1.95 million and $35.94 million in the ~~second~~third quarter and ~~two~~three fiscal quarters of 2024, respectively. Variable rent expense and rent expense for other short-term leases were immaterial in both the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025 and 2024.

13The components of operating and finance lease cost for the third quarters and three fiscal quarters of 2025 and 2024 were as follows:

The components of operating and finance lease cost for the second quarters and two fiscal quarters of 2025 and 2024 were as follows:


	Fiscal Quarter Ended				Three Fiscal Quarters Ended
	September 7,		September 8,		September 7,		September 8,
	2025		2024		2025		2024
Operating lease cost	$	11,991	$	11,545	$	36,213	$	34,260
Finance lease cost:
Amortization of right-of-use assets		1,239		1,303		3,737		3,949
Interest on lease liabilities		844		943		2,571		2,900
Total finance lease cost	$	2,083	$	2,246	$	6,308	$	6,849

	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	June 15,		June 16,		June 15,		June 16,
	2025		2024		2025		2024
Operating lease cost	$	12,110	$	11,462	$	24,222	$	22,715
Finance lease cost:
Amortization of right-of-use assets		1,240		1,322		2,498		2,646
Interest on lease liabilities		856		973		1,727		1,957
Total finance lease cost	$	2,096	$	2,295	$	4,225	$	4,603

Supplemental cash flow information related to leases for the three fiscal quarters of 2025 and 2024 were as follows:

Supplemental cash flow information related to leases for the two fiscal quarters of 2025 and 2024 were as follows:


	Three Fiscal Quarters Ended
	September 7,		September 8,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	35,123	$	33,693
Operating cash flows from finance leases		2,571		2,900
Financing cash flows from finance leases		3,022		3,014
Cash paid for amounts included in the measurement of financing obligation from sale leaseback:
Operating cash flows from sale leaseback		792		896
Financing cash flows from sale leaseback		63		58
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		46,300		40,800
Finance leases		—		1,442

	Two Fiscal Quarters Ended
	June 15,		June 16,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	22,476	$	21,736
Operating cash flows from finance leases		1,727		1,957
Financing cash flows from finance leases		1,822		1,853
Cash paid for amounts included in the measurement of financing obligation from sale leaseback:
Operating cash flows from sale leaseback		495		598
Financing cash flows from sale leaseback		39		36
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		35,668		26,469
Finance leases		—		1,296

As of September 7, 2025, the Company had additional leases for certain supply chain real estate and certain supply chain vehicles that had not yet commenced with estimated future minimum rental commitments of $161.9 million. These leases are expected to commence in 2025 and 2026 with lease terms of up to 20 years. These undiscounted amounts will be included in the Company’s condensed consolidated balance sheet at the respective commencement dates.

AsThe ~~of June 15, 2025, the~~ Company ~~had~~has ~~additional~~guaranteed ~~leases~~lease ~~for~~payments ~~certain~~related ~~supply~~to ~~chain real estate and~~ certain ~~supply~~franchisees’ ~~chain~~lease ~~vehicles~~arrangements. ~~that~~The ~~had~~maximum ~~not~~amount ~~yet~~of ~~commenced~~potential ~~with estimated~~ future ~~minimum~~payments ~~rental~~under ~~commitments~~these ofguarantees was $~~155~~14.71 million. ~~These~~and ~~leases~~$12.8 ~~are~~million ~~expected~~as toof ~~commence~~September in7, 2025 and ~~2026~~December ~~with~~29, ~~lease~~2024, ~~terms~~respectively. ofThe upCompany todoes 20not ~~years.~~believe ~~These~~these ~~undiscounted~~arrangements ~~amounts~~have ~~will~~had beor ~~included~~are inlikely ~~the~~to ~~Company’s~~have ~~condensed~~a ~~consolidated~~material ~~balance~~effect ~~sheet~~on atits ~~the~~results ~~respective~~of ~~commencement~~operations, ~~dates~~financial condition, revenues, expenses or liquidity.

The Company has guaranteed lease payments related to certain franchisees’ lease arrangements. The maximum amount of potential future payments under these guarantees was $15.7 million and $12.8 million as of June 15, 2025 and December 29, 2024, respectively. The Company does not believe these arrangements have had or are likely to have a material effect on its results of operations, financial condition, revenues, expenses or liquidity.

9. Supplemental Disclosures of Cash Flow Information

The Company had non-cash investing activities related to accruals for capital expenditures of $4.28 million at ~~June~~September 157, 2025 and $3.1 million at December 29, 2024. The Company had $12.85 million in non-cash financing activity related to accruals for excise taxes on share repurchases as of ~~June~~September 157, 2025. The Company had $3.0 million in non-cash financing activity related to accruals for excise taxes on share repurchases as of December 29, 2024, which was paid in the second quarter of 2025.

10. Company-owned Store Transactions

During the second quarter of 2025, the Company refranchised 36 U.S. Company-owned stores in Maryland for proceeds of $8.5 million. The pre-tax refranchising gain associated with the sale of the related assets and liabilities, including a $1.4 million reduction in goodwill, was $3.9 million and was recorded in refranchising (gain) loss in the Company’s condensed consolidated statements of income.

During the first quarter of 2025, the Company purchased two U.S. franchised stores from one of the Company’s former U.S. franchisees for $0.9 million, which was paid in the second quarter of 2025. The Company recorded $0.3 million of intangibles, $0.1 million of equipment and leasehold improvements and $0.5 million of goodwill.

During each of the first and second quarters of 2024, the Company refranchised one U.S. Company-owned store for proceeds of less than $0.1 million each. The pre-tax refranchising losses associated with the sale of the related assets and liabilities, including goodwill, were approximately $0.1 million each and were recorded in refranchising (gain) loss in the Company’s condensed consolidated statements of income.

1411. New Accounting Pronouncements

~~11.~~The ~~Subsequent~~Company ~~Events~~has considered all new accounting standards issued by the Financial Accounting Standards Board (the “FASB”) and adopted the following accounting standard.

Subsequent to the end of the second quarter of 2025, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. OBBBA amends U.S. tax law including provisions related to bonus depreciation, research and development and foreign derived intangible income. The Company is currently evaluating the impact of the OBBBA on its condensed consolidated financial statements.

12. New Accounting Pronouncements

The Company has considered all new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and adopted the following accounting standard.

Recently Adopted Accounting Standards

~~Accounting Standards Update (“~~ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

In November 2023, the FASB issued ASU 2023-07, which requires disclosure on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker and included within the reported measure of segment profit or loss. In addition, the ASU requires disclosure of other segment expenses by reportable segment and a description of their composition to permit the reconciliation between segment revenue, significant segment expenses and the reported segment measure of profit or loss. The ASU also requires disclosure of the title and position of the chief operating decision maker.

On December 29, 2024, the end of the 2024 fiscal year, the Company adopted ASU 2023-07. The relevant interim disclosures are included within Note 2, Segment Information.

Accounting Standards Not Yet Adopted

The Company has considered all new accounting ~~pronouncements~~standards issued by the FASB. The Company has not yet adopted the following accounting standards:

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure on an annual basis, a tabular reconciliation, including both amount and percentage of specific categories of the effective tax rate reconciliation, including state and local income taxes (net of Federal taxes), foreign taxes, effects of changes in tax laws and regulations, effects of cross-border tax laws, tax credits, changes in valuation allowances, nontaxable and nondeductible items and changes in unrecognized tax benefits. Additional disclosures are required for certain items exceeding five percent of income from continuing operations multiplied by the statutory income tax rate. The standard also requires disclosure of income taxes paid between Federal, state and foreign jurisdictions, including further disaggregation of those payments exceeding five percent of the total income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard on the disclosures to its consolidated financial statements.

ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disclosure in the notes to the consolidated financial statements on an annual and interim basis, of the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization for all expense captions presented on the face of the consolidated statements of income. The standard also requires a qualitative description of the amounts remaining in those expense captions that are not separately disaggregated. The standard also requires disclosure of the composition and amount of selling expenses.

ASU 2024-03 is effective for annual reporting fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. The standard may be adopted either prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard on the disclosures to its consolidated financial statements.

15ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), to modernize the accounting guidance for the costs to develop software for internal use. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard also supersedes the guidance related to costs incurred to develop a website.

ASU 2025-06 guidance is effective for annual periods beginning after December 15, 2027. The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Unaudited; tabular amounts in millions, except percentages and store data)

The 2025 and 2024 ~~second~~third quarters referenced herein represent the twelve-week periods ended ~~June~~September 157, 2025 and ~~June~~September 168, 2024, respectively. The 2025 and 2024 ~~two~~three fiscal quarters referenced herein represent the ~~twenty~~thirty-~~four~~six-week periods ended ~~June~~September 157, 2025 and ~~June~~September 168, 2024, respectively. In this section, we discuss the results of our operations for the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025 as compared to the ~~second~~third quarter and ~~two~~three fiscal quarters of 2024.

Overview

Domino’s is the largest pizza company in the world, with more than 21,~~500~~700 locations in over 90 markets around the world as of ~~June~~September 157, 2025, and operates two distinct service models within its stores with a significant business in both delivery and carryout. We are a highly recognized global brand, and we focus on value while serving neighborhoods locally through our large worldwide network of franchise owners and U.S. Company-owned stores through both the delivery and carryout service models. We have been selling quality, affordable food to our customers since 1960. We became “Domino’s Pizza” in 1965 and opened our first franchised store in 1967. Over more than 60 years, we have built Domino’s into one of the most widely-recognized consumer brands in the world. We believe our commitment to value, convenience, quality and new products continues to keep consumers engaged with the brand.

We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of ~~June~~September 157, 2025. Franchising enables an individual to be a business owner and maintain control over all employment-related matters and pricing decisions, while also benefiting from the strength of the Domino’s global brand and operating system with limited capital investment by us.

Domino’s business model is straightforward: Domino’s stores handcraft and serve quality food at a competitive price, with easy ordering access and efficient service, enhanced by our technological innovations. We also have agreements with Uber Technologies, Inc. and DoorDash, Inc. to allow customers to order Domino’s products through their marketplaces. Our hand-tossed dough is made fresh and distributed to stores around the world by us and our franchisees.

Domino’s generates revenues and earnings by charging royalties and fees to our franchisees. Royalties are ongoing percent-of-sales fees for use of the Domino’s® brand marks. We also generate revenues and earnings by selling food and, to a lesser extent, other products to franchisees through our supply chain operations primarily in the U.S. and Canada and by operating a number of Company-owned stores in the U.S. Franchisees profit by selling pizza and other complementary items to their local customers. In our international markets, we generally grant geographical rights to the Domino’s Pizza® brand to master franchisees. These master franchisees are charged with developing their geographical area, and they may profit by sub-franchising and selling food and, to a lesser extent, other products to those sub-franchisees, as well as by running pizza stores. We believe that everyone in the system can benefit from the franchise model, including the end consumer, who can purchase Domino’s menu items for themselves and their family conveniently and economically.

Domino’s business model can yield strong returns for our franchise owners and our Company-owned stores. It can also yield significant cash flows to us, through a consistent franchise royalty payment and supply chain revenue stream, through an asset-light model. We have historically returned cash to shareholders through dividend payments and share repurchases. Domino’s financial results are driven largely by retail sales at our franchised and Company-owned stores. Changes in retail sales are primarily driven by same store sales growth and net store growth. We actively monitor both of these metrics, as they directly impact our revenues and profits, and we strive to consistently increase both metrics. Retail sales drive royalty payments from franchisees, as well as Company-owned store and supply chain revenues.

At Domino’s, we believe we have a proven business model for success that has historically driven strong returns for our shareholders. Our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits. The strategic imperatives of our Hungry for MORE strategy are as follows:

Most Delicious Food: We believe we have the best pizza in the industry, and our menu has even more mouthwatering options beyond pizza. We will continue to showcase the breadth of our menu, while highlighting the deliciousness of our food through our innovative marketing promotions.

Operational Excellence: We are relentless in our focus on convenience, consistency and efficiency for our customers.

Renowned Value: We are committed to continuing to offer competitive pricing and personalized value for our customers that is innovative and memorable.

Enhanced by Best-in-Class Franchisees: Our franchisees play a vital role in driving results and excitement across the more than 90 markets in which we operate.

1618

~~Second~~Third Quarter of 2025 Highlights

As discussed above, our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits.

•

Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores worldwide), increased 5.6.3% as compared to the ~~second~~third quarter of 2024. U.S. retail sales increased 57.10% and international retail sales, excluding foreign currency impact, increased 65.07% as compared to the ~~second~~third quarter of 2024. Same store sales increased 35.42% in our U.S. stores and increased 21.47% in our international stores (excluding foreign currency impact).

•

Global net store growth of ~~178~~214, including 3029 net store openings in the U.S. and ~~148~~185 net store openings internationally.

•

Income from operations increased 1412.82%.

~~Two~~Three Fiscal Quarters of 2025 Highlights

•

Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores worldwide), increased 5.15% as compared to the ~~two~~three fiscal quarters of 2024. U.S. retail sales increased 34.25% and international retail sales, excluding foreign currency impact, increased 76.16% as compared to the ~~two~~three fiscal quarters of 2024. Same store sales increased 12.47% in our U.S. stores and increased 32.05% in our international stores (excluding foreign currency impact).

•

Global net store growth of ~~170~~384, including 4776 net store openings in the U.S. and ~~123~~308 net store openings internationally.

•

Income from operations increased 78.07%.

Excluding the positive and negative ~~impact~~impacts of foreign currency, ~~Domino’s experienced global retail sales growth~~ during the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025, respectively, Domino’s experienced global retail sales growth, driven by same store sales growth, as well as net store growth during the trailing four quarters in both our U.S. and international businesses. Overall, we believe our global retail sales growth, excluding foreign currency impact, marketing initiatives, operations and emphasis on technology have combined to strengthen our brand. These financial and statistical measures are described in additional detail below.

Statistical Measures

The tables below outline certain statistical measures we utilize to analyze our performance. This historical data is not necessarily indicative of results to be expected for any future period.

Global Retail Sales

Global retail sales is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Global retail sales refers to total worldwide retail sales at Company-owned and franchised stores. We believe global retail sales information is useful in analyzing revenues because franchisees pay royalties and, in the U.S., advertising fees that are based on a percentage of franchise retail sales. We review comparable industry global retail sales information to assess business trends and to track the growth of the Domino’s Pizza brand, and we believe they are indicative of the financial health of our franchisee base. In addition, supply chain revenues are directly impacted by changes in franchise retail sales in the U.S. and Canada. As a result, sales by Domino’s franchisees have a direct effect on our profitability. Retail sales for franchised stores are reported to us by our franchisees and are not included in our revenues. The amounts below are presented in millions of U.S. dollars.

Second Quarterof 2025

Second Quarterof 2024

Two Fiscal Quartersof 2025

Two Fiscal Quartersof 2024

Third Quarterof 2025

Third Quarterof 2024

Three Fiscal Quartersof 2025

Three Fiscal Quartersof 2024

Global retail sales:

U.S. stores

2,~~335~~320.64

2,~~222~~168.14

46,~~576~~896.38

46,~~434~~602.05

International stores

2,~~334~~375.28

2,~~206~~223.16

46,~~557~~933.75

46,~~358~~581.29

Total

4,~~669~~696.82

4,~~428~~392.20

913,~~134~~830.03

813,~~792~~184.24

1719

Global Retail Sales Growth, Excluding Foreign Currency Impact

Global retail sales growth, excluding foreign currency impact is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Global retail sales growth, excluding foreign currency impact is calculated as the change of international local currency global retail sales against the comparable period of the prior year. Changes in global retail sales growth, excluding foreign currency impact are primarily driven by same store sales growth and net store growth.

	Second Quarterof 2025	Second Quarterof 2024	Two Fiscal Quartersof 2025	Two Fiscal Quartersof 2024
	Third Quarterof 2025	Third Quarterof 2024	Three Fiscal Quartersof 2025	Three Fiscal Quartersof 2024
U.S. stores	+ 57.10%	+ 65.81%	+ 34.25%	+ 76.36%
International stores (excluding foreign currency impact)	+ 65.07%	+ 75.71%	+ 76.16%	+ 76.25%
Total (excluding foreign currency impact)	+ 5.6.3%	+ 75.21%	+ 5.15%	+ 76.35%

Same Store Sales Growth

Same store sales growth is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Same store sales growth is calculated for a given period by including only sales from stores that also had sales in the comparable weeks of both periods. International same store sales growth is calculated similarly to U.S. same store sales growth. Changes in international same store sales are reported on a constant dollar basis, which reflects changes in international local currency sales. Same store sales growth for transferred stores is reflected in their current classification.

	Second Quarterof 2025	Second Quarterof 2024	Two Fiscal Quartersof 2025	Two Fiscal Quartersof 2024
	Third Quarterof 2025	Third Quarterof 2024	Three Fiscal Quartersof 2025	Three Fiscal Quartersof 2024
U.S. Company-owned stores	+ 23.64%	+ 43.51%	(0+ 1.2)0%	+ 6.5.4%
U.S. franchise stores	+ 35.43%	+ 43.80%	+ 12.57%	+ 54.24%
U.S. stores	+ 35.42%	+ 43.80%	+ 12.47%	+ 54.25%
International stores (excluding foreign currency impact)	+ 21.47%	+ 20.18%	+ 32.05%	+ 1.51%

U.S. same store sales increased 35.42% in the ~~second~~third quarter of 2025, rolling over an increase in U.S. same store sales of 43.80% in the ~~second~~third quarter of 2024. U.S. same store sales increased 12.47% in the ~~two~~three fiscal quarters of 2025, rolling over an increase in U.S. same store sales of 54.25% in the ~~two~~three fiscal quarters of 2024. The increase in U.S. same store sales in the ~~second~~third quarter of 2025 was ~~driven~~primarily bydue to higher customer transaction counts ~~and an increase in average ticket~~, ~~each~~ driven in part by ~~the~~our ~~launch~~“Best ofDeal ~~our~~Ever” ~~Parmesan~~promotion. ~~Stuffed~~To ~~Crust~~a inlesser extent, the ~~U.S. The~~ increase in U.S. same store sales in the ~~two~~third ~~fiscal~~quarter ~~quarters~~ of 2025 was also driven by an increase in average ticket. ~~International~~The ~~same store sales (excluding foreign currency impact) increased 2.4% in the second quarter of 2025, rolling over an~~ increase in ~~international~~U.S. same store sales ~~(excluding foreign currency impact) of 2.1%~~ in the ~~second~~three ~~quarter~~fiscal quarters of ~~2024.~~2025 ~~International~~was ~~same~~due ~~store~~to ~~sales~~both ~~(excluding~~higher ~~foreign~~average ~~currency~~ticket ~~impact)~~and ~~increased~~higher ~~3.0%~~customer intransaction ~~the two fiscal quarters of 2025~~counts, ~~rolling~~each ~~over~~driven ~~an increase~~ in ~~international~~part ~~same~~by ~~store~~the ~~sales~~launch ~~(excluding~~of ~~foreign~~our ~~currency~~Parmesan ~~impact)~~Stuffed ~~of 1~~Crust.5% inMultiple ~~the~~windows ~~two~~of ~~fiscal~~our ~~quarters~~“Best ofDeal ~~2024.~~Ever” ~~The~~promotion ~~increases~~also indrove ~~international~~higher ~~same~~customer ~~store~~transaction ~~sales~~counts in ~~both~~ the ~~second~~three ~~quarter and two~~ fiscal quarters of 2025 ~~were driven by higher customer transaction counts~~.

International same store sales (excluding foreign currency impact) increased 1.7% in the third quarter of 2025, rolling over an increase in international same store sales (excluding foreign currency impact) of 0.8% in the third quarter of 2024. International same store sales (excluding foreign currency impact) increased 2.5% in the three fiscal quarters of 2025, rolling over an increase in international same store sales (excluding foreign currency impact) of 1.1% in the three fiscal quarters of 2024. The increases in international same store sales in both the third quarter and three fiscal quarters of 2025 were driven by higher customer transaction counts.

Store Growth Activity

Net store growth is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Net store growth is calculated by netting gross store openings with gross store closures during the period. Transfers between Company-owned stores and franchised stores are excluded from the calculation of net store growth.

	U.S.Company-owned Stores			U.S.FranchiseStores			TotalU.S.Stores			International Stores			Total
Store count at March 23, 2025		294			6,737			7,031			14,327			21,358
Openings		—			33			33			210			243
Closings		—			(3	)		(3	)		(62	)		(65	)
Transfers		(36	)		36			—			—			—
Store count at June 15, 2025		258			6,803			7,061			14,475			21,536
Second quarter 2025 net store growth		—			30			30			148			178
Openings		2			28			30			220			250
Trailing four quarters net store growth		3			152			155			451			606
Closings		—			(1	)		(1	)		(35	)		(36	)
Store count at September 7, 2025		260			6,830			7,090			14,660			21,750
Third quarter 2025 net store growth		2			27			29			185			214
Trailing four quarters net store growth		3			157			160			588			748

1820

Income Statement Data

	Second Quarterof 2025					Second Quarterof 2024					Two Fiscal Quartersof 2025					Two Fiscal Quartersof 2024
	Third Quarterof 2025					Third Quarterof 2024					Three Fiscal Quartersof 2025					Three Fiscal Quartersof 2024
Revenues:
U.S. Company-owned stores	$	9282.57				$	9289.32				$	~~184~~266.18				$	~~184~~274.91
U.S. franchise royalties and fees		~~156~~157.32					~~147~~144.61					~~307~~464.34					~~298~~442.12
Supply chain		~~687~~697.10					~~659~~651.23					12,~~357~~053.09					1,~~318~~969.48
International franchise royalties and fees		7778.25					7374.76					~~152~~231.73					~~145~~220.73
U.S. franchise advertising		~~132~~131.26					~~125~~120.09					~~256~~387.28					~~235~~356.32
Total revenues		1,~~145~~147.1		100.0	%		1,~~097~~080.71		100.0	%		23,~~257~~404.23		100.0	%		23,~~182~~262.45		100.0	%
Cost of sales:
U.S. Company-owned stores		7869.13					7674.12					~~155~~224.02					~~152~~226.57
Supply chain		~~606~~617.19					~~584~~582.62					1,~~198~~816.10					1,~~171~~753.01
Total cost of sales		~~684~~687.2		59.79	%		~~660~~656.74		60.28	%		12,~~353~~040.12		59.9	%		1,~~323~~979.59		60.67	%
Gross margin		~~461~~459.09		40.31	%		~~437~~423.07		39.82	%		~~904.~~1,364.0		40.1	%		~~858~~1,282.96		39.43	%
General and administrative		~~107~~105.61		9.41	%		~~115~~104.90		109.56	%		~~216~~321.78		9.65	%		~~217~~321.0		109.08	%
U.S. franchise advertising		~~132~~131.26		11.5	%		~~125~~120.09		11.42	%		~~256~~387.28		11.4	%		~~235~~356.32		10.89	%
Refranchising (gain) loss		~~(3.9~~—	)	(0.30	)%		~~0.0~~—		0.0	%		(3.9	)	(0.21	)%		0.2		0.0	%
Income from operations		~~225~~223.02		19.75	%		~~196~~198.18		1718.94	%		~~435~~658.13		19.3	%		~~406~~605.53		18.6	%
Other (expense) income		(163.0	)	(10.43	)%		1126.42		12.04	%		85.10		0.42	%		(718.39	)	(0.36	)%
Interest expense, net		(4041.80	)	(3.6	)%		(40.54	)	(3.7	)%		(82123.54	)	(3.76	)%		(82123.60	)	(3.8	)%
Income before provision for income taxes		~~168~~179.32		1415.76	%		~~167~~184.06		1517.21	%		~~360~~539.79		1615.09	%		~~316~~501.62		1415.54	%
Provision for income taxes		3739.29		3.35	%		2537.07		2.3.5	%		80119.09		3.6	%		4886.85		2.27	%
Net income	$	~~131~~139.13		1112.41	%	$	~~142~~146.09		1213.96	%	$	~~280~~420.71		12.43	%	$	~~267~~414.87		12.37	%

Revenues

	Second Quarterof 2025				Second Quarterof 2024				Two Fiscal Quartersof 2025				Two Fiscal Quartersof 2024
	Third Quarterof 2025				Third Quarterof 2024				Three Fiscal Quartersof 2025				Three Fiscal Quartersof 2024
U.S. Company-owned stores	$	9282.57	87.12	%	$	9289.32	8.43	%	$	~~184~~266.18	87.28	%	$	~~184~~274.91	8.54	%
U.S. franchise royalties and fees		~~156~~157.32	13.7	%		~~147~~144.61	13.43	%		~~307~~464.34	13.67	%		~~298~~442.12	13.65	%
Supply chain		~~687~~697.10	60.08	%		~~659~~651.23	60.13	%		12,~~357~~053.09	60.13	%		1,~~318~~969.48	60.4	%
International franchise royalties and fees		7778.25	6.78	%		7374.76	6.79	%		~~152~~231.73	6.8	%		~~145~~220.73	6.78	%
U.S. franchise advertising		~~132~~131.26	11.5	%		~~125~~120.09	11.42	%		~~256~~387.28	11.34	%		~~235~~356.32	10.89	%
Total revenues	$	1,~~145~~147.1	100.0	%	$	1,~~097~~080.71	100.0	%	$	23,~~257~~404.23	100.0	%	$	23,~~182~~262.45	100.0	%

Revenues primarily consist of retail sales from our Company-owned stores, royalties and fees and advertising contributions from our U.S. franchised stores, royalties and fees from our international franchised stores and sales of food and, to a lesser extent, other products from our supply chain centers to substantially all of our U.S. franchised stores and certain international franchised stores. Company-owned store and franchised store revenues may vary from period to period due to changes in store count mix. Supply chain revenues may vary significantly from period to period as a result of fluctuations in commodity prices as well as the mix of products we sell.

Consolidated revenues increased $4766.49 million, or 46.32%, in the ~~second~~third quarter of 2025 as compared to the ~~second~~third quarter of 2024, and consolidated revenues increased $74141.8 million, or 3.4.3%, in the ~~two~~three fiscal quarters of 2025 as compared to the ~~two~~three fiscal quarters of 2024, primarily due to higher supply chain revenues, and higher U.S. franchise royalties and fees and ~~higher U.S. franchise~~ advertising revenues. The increase in supply chain revenues was primarily attributable to higher order volumes and an increase in our food basket pricing asto ~~well as higher order volumes~~stores, but ~~was~~these increases were partially offset by a shift in the relative mix of products we sell and the transition of our equipment and supplies business to a third-party supplier. The increases in U.S. franchise royalties and fees and ~~U.S. franchise~~ advertising revenues were driven primarily by same store sales growth and net store growth during the trailing four quarters. U.S. franchise advertising revenues also increased as a result of a decrease in advertising incentives related to certain brand promotions and the increase in the advertising contribution rate in the ~~two~~three fiscal quarters of 2025. These changes in revenues are described in more detail below.

1921

U.S. Stores

	Second Quarterof 2025				Second Quarterof 2024				Two Fiscal Quartersof 2025				Two Fiscal Quartersof 2024
	Third Quarterof 2025				Third Quarterof 2024				Three Fiscal Quartersof 2025				Three Fiscal Quartersof 2024
U.S. Company-owned stores	$	9282.57	2422.3	%	$	9289.32	25.32	%	$	~~184~~266.18	2423.68	%	$	~~184~~274.91	25.76	%
U.S. franchise royalties and fees		~~156~~157.32	4142.03	%		~~147~~144.61	40.47	%		~~307~~464.34	41.15	%		~~298~~442.12	41.52	%
U.S. franchise advertising		~~132~~131.26	3435.74	%		~~125~~120.09	34.31	%		~~256~~387.28	34.37	%		~~235~~356.32	3233.82	%
Total U.S. stores revenues	$	~~380~~371.95	100.0	%	$	~~364~~354.82	100.0	%	$	~~747~~1,119.50	100.0	%	$	~~718~~1,072.34	100.0	%

U.S. Company-owned Stores

Revenues from U.S. Company-owned store operations ~~increased~~decreased $06.25 million, or 07.2%, in the ~~second~~third quarter of 2025, ~~primarily~~and ~~due~~decreased to$7.3 ~~higher~~million, ~~same~~or ~~store sales~~2.7%, ~~but~~in ~~this~~the ~~increase~~three ~~was~~fiscal ~~offset~~quarters of 2025, each primarily driven by the refranchising of 36 stores in the Maryland market in May of 2025~~. Revenues from U.S. Company-owned store operations decreased $0.8 million~~, orbut ~~0.5%,~~these indecreases ~~the~~were ~~two~~partially ~~fiscal~~offset ~~quarters~~by ofhigher ~~2025~~same ~~primarily~~store ~~due to the refranchising of 36 stores in the Maryland market~~sales.

U.S. Company-owned same store sales increased 23.64% in the ~~second~~third quarter of 2025 and increased 43.51% in the ~~second~~third quarter of 2024. U.S. Company-owned same store sales ~~declined~~increased 01.20% in the ~~two~~three fiscal quarters of 2025 and increased 6.5.4% in the ~~two~~three fiscal quarters of 2024.

U.S. Franchise Royalties and Fees

Revenues from U.S. franchise royalties and fees increased $813.71 million, or 5.9.1%, in the ~~second~~third quarter of 2025, and increased $922.2 million, or 35.10%, in the ~~two~~three fiscal quarters of 2025, primarily due to higher same store sales and an increase in the average number of U.S. franchised stores open during the period resulting from net store growth.

U.S. franchise same store sales increased 35.43% in the ~~second~~third quarter of 2025 and increased 43.80% in the ~~second~~third quarter of 2024. U.S. franchise same store sales increased 12.57% in the ~~two~~three fiscal quarters of 2025 and increased 54.24% in the ~~two~~three fiscal quarters of 2024.

U.S. Franchise Advertising

Revenues from U.S. franchise advertising increased $710.27 million, or 5.8.9%, in the ~~second~~third quarter of 2025 primarily as a result of higher same stores sales and an increase in the average number of U.S. franchised stores open during the period resulting from net store growth. Revenues from U.S. franchise advertising increased $2031.96 million, or 8.9%, in the ~~two~~three fiscal quarters of 2025 primarily due to higher same store sales, a decrease in advertising incentives related to certain brand promotions, an increase in the average number of U.S. franchised stores open during the period resulting from net store growth, as well as the return to the standard 6.0% advertising contribution rate at the beginning of the second quarter of 2024 following the end of the temporary reduction to 5.75%~~, an increase in the average number of U~~.~~S. franchised stores open during the period resulting from net store growth and higher same store sales.~~

Supply Chain

Supply chain revenues increased $2745.86 million, or 47.20%, in the ~~second~~third quarter of 2025, and increased $3884.52 million, or 24.93%, in the ~~two~~three fiscal quarters of 2025, each due to higher order volumes and an increase in our food basket pricing to stores~~, as well as higher order volumes~~. These increases were partially offset by a shift in the relative mix of products we sell and the transition of our equipment and supplies business to a third-party supplier. Our food basket pricing to stores increased 43.83% in ~~both~~ the ~~second~~third quarter of 2025 and ~~two~~increased 4.3% in the three fiscal quarters of 2025, which resulted in an estimated $4533 million increase in supply chain revenues in the ~~second~~third quarter of 2025, and an estimated $82115 million increase in the ~~two~~three fiscal quarters of 2025. The food basket pricing change, a statistical measure utilized by management, is calculated as the percentage change of the food basket (including both food and cardboard products) purchased by an average U.S. store (based on average weekly unit sales) from our U.S. supply chain centers against the comparable period of the prior year. We believe this measure is important to understanding Company performance because as our food basket prices fluctuate, our revenues, cost of sales and gross margin percentages in our supply chain segment also fluctuate.

2022

International Franchise Royalties and Fee Revenues

Revenues from international franchise royalties and fees increased $3.59 million, or 45.72%, in the ~~second~~third quarter of 2025, and increased $711.10 million, or 45.80%, in the ~~two~~three fiscal quarters of 2025, primarily due to an increase in the average number of international franchised stores open during the period resulting from net store growth, ~~and~~as well as same store sales growth (excluding foreign currency impact),. ~~but~~Changes ~~these~~in ~~increases~~foreign ~~were~~currency ~~partially~~exchange ~~offset~~rates byhad ~~the~~an ~~negative~~ impact ofon ~~changes~~international infranchise ~~foreign~~royalty ~~currency~~revenues ~~exchange rates~~ of approximately positive $0.28 million in the ~~second~~third quarter of 2025 and negative $32.46 million in the ~~two~~three fiscal quarters of 2025. The impact of changes in foreign currency exchange rates on international franchise royalty revenues, a statistical measure utilized by management, is calculated as the difference in international franchise royalty revenues resulting from translating current year local currency results to U.S. dollars at current year exchange rates as compared to prior year exchange rates. We believe this measure is important to understanding Company performance given the significant variability in international franchise royalty revenues that can be driven by changes in foreign currency exchange rates.

International franchise same store sales increased 21.47% in the ~~second~~third quarter of 2025 and increased 20.18% in the ~~second~~third quarter of 2024, each excluding the impact of foreign currency exchange rates. International franchise same store sales increased 32.05% in the ~~two~~three fiscal quarters of 2025 and increased 1.51% in the ~~two~~three fiscal quarters of 2024, each excluding the impact of foreign currency exchange rates.

Cost of Sales / Gross Margin

	Second Quarterof 2025				Second Quarterof 2024				Two Fiscal Quartersof 2025				Two Fiscal Quartersof 2024
	Third Quarterof 2025				Third Quarterof 2024				Three Fiscal Quartersof 2025				Three Fiscal Quartersof 2024
Total revenues	$	1,~~145~~147.1	100.0	%	$	1,~~097~~080.71	100.0	%	$	23,~~257~~404.23	100.0	%	$	23,~~182~~262.45	100.0	%
Total cost of sales		~~684~~687.2	59.79	%		~~660~~656.74	60.28	%		12,~~353~~040.12	59.9	%		1,~~323~~979.59	60.67	%
Gross margin	$	~~461~~459.09	40.31	%	$	~~437~~423.07	39.82	%	$	~~904.~~1,364.0	40.1	%	$	~~858~~1,282.96	39.43	%

Consolidated cost of sales consists of U.S. Company-owned store and supply chain costs incurred to generate related revenues. Components of consolidated cost of sales primarily include food and labor costs, as well as other costs including delivery, occupancy costs (including rent, telephone, utilities and depreciation) and insurance expense. Consolidated gross margin (which we define as revenues less cost of sales) increased $2436.02 million, or 58.5%, in the ~~second~~third quarter of 2025, and increased $4581.24 million, or 56.3%, in the ~~two~~three fiscal quarters of 2025, due primarily to higher global franchise royalty revenues as discussed above, as well as gross margin dollar growth within supply chain, discussed below. Franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on gross margin. Additionally, as food basket prices fluctuate, revenues, cost of sales and gross margin percentages in our supply chain segment also fluctuate, and further, cost of sales, gross margins and gross margin percentages for our U.S. Company-owned stores also fluctuate.

AsConsolidated gross margin, as a percentage of revenues, ~~consolidated gross margin~~ increased 0.59 percentage points to 40.31% in the ~~second~~third quarter of 2025 from 39.82% in the ~~second~~third quarter of 2024. Consolidated gross margin, as a percentage of revenues, increased 0.78 percentage points to 40.1% in the ~~two~~three fiscal quarters of 2025 from 39.43% in the ~~two~~three fiscal quarters of 2024. U.S. Company-owned store gross margin decreased 2.0.5 and 1.73 percentage points in the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025, respectively. Supply chain gross margin increased 0.57 and 0.6 percentage points in ~~both~~ the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025, respectively. Changes in the significant components of gross margin are described in more detail below.

2123

U.S. Company-Owned Store Gross Margin

	Second Quarterof 2025				Second Quarterof 2024				Two Fiscal Quartersof 2025				Two Fiscal Quartersof 2024
	Third Quarterof 2025				Third Quarterof 2024				Three Fiscal Quartersof 2025				Three Fiscal Quartersof 2024
Revenues	$	9282.57	100.0	%	$	9289.32	100.0	%	$	~~184~~266.18	100.0	%	$	~~184~~274.91	100.0	%
Cost of sales		7869.13	8483.47	%		7674.12	8283.42	%		~~155~~224.02	84.20	%		~~152~~226.57	82.57	%
Store gross margin	$	1413.45	1516.63	%	$	1615.20	1716.68	%	$	2942.16	1516.80	%	$	3247.4	17.53	%

U.S. Company-owned store gross margin (which does not include certain store-level costs such as royalties and advertising) decreased $1.85 million, or 119.29%, in the ~~second~~third quarter of 2025, and decreased $34.38 million, or 10.31%, in the ~~two~~three fiscal quarters of 2025. As a percentage of store revenues, U.S. Company-owned store gross margin decreased 2.0.5 percentage points in the ~~second~~third quarter of 2025, and decreased 1.73 percentage points in the ~~two~~three fiscal quarters of 2025. These changes in gross margin as a percentage of revenues are discussed in additional detail below.

•

Food costs increased 1.0.7 percentage ~~point~~points to 29.57% in the ~~second~~third quarter of 2025 and increased 1.0.8 percentage ~~point~~points to 29.6% in the ~~two~~three fiscal quarters of 2025., ~~These~~each ~~increases were primarily~~ driven by the increase in the food basket pricing to stores.

•

Labor costs decreased 1.0.2 percentage ~~point~~points to 2930.9% in the ~~second~~third quarter of 2025 and decreased 0.54 percentage points to 30.9% in the ~~two~~three fiscal quarters of 2025., ~~These~~each ~~decreases were primarily~~ due to sales leverage, inbut ~~the~~were ~~second~~partially ~~quarter~~offset ofby ~~2025~~higher ~~and~~wage ~~store~~rates. Store level productivity also contributed to the improvement in labor costs in the ~~two~~three fiscal quarters of 2025.

•

Higher insurance costs contributed to the remaining decrease in U.S. Company-owned store gross margin as a percentage of revenues in the three fiscal quarters of 2025.

Supply Chain Gross Margin

	Second Quarterof 2025				Second Quarterof 2024				Two Fiscal Quartersof 2025				Two Fiscal Quartersof 2024
	Third Quarterof 2025				Third Quarterof 2024				Three Fiscal Quartersof 2025				Three Fiscal Quartersof 2024
Revenues	$	~~687~~697.10	100.0	%	$	~~659~~651.23	100.0	%	$	12,~~357~~053.09	100.0	%	$	1,~~318~~969.48	100.0	%
Cost of sales		~~606~~617.19	88.27	%		~~584~~582.62	8889.74	%		1,~~198~~816.10	88.34	%		1,~~171~~753.01	8889.80	%
Supply chain gross margin	$	8179.01	11.83	%	$	7469.61	1110.36	%	$	~~158~~238.90	11.76	%	$	~~147~~216.46	11.20	%

Supply chain gross margin increased $610.40 million, or 814.53%, in the ~~second~~third quarter of 2025, and increased $1121.54 million, or 79.78%, in the ~~two~~three fiscal quarters of 2025. As a percentage of supply chain revenues, supply chain gross margin increased 0.57 percentage points in ~~both~~ the ~~second~~third quarter of 2025, and ~~two~~increased 0.6 percentage points in the three fiscal quarters of 2025. These changes in gross margin as a percentage of revenues are discussed in additional detail below.

•

Food costs decreased 0.13 percentage points to 71.01% in the ~~second~~third quarter of 2025 and decreased 0.5 percentage points to 70.78% in the ~~two~~three fiscal quarters of 2025, each driven primarily by procurement productivity, partially offset by the increase in the cost of our food basket.

•

Labor costs decreased 0.73 percentage points to 8.79% in the ~~second~~third quarter of 2025 and decreased 0.4 percentage points to 98.09% in the ~~two~~three fiscal quarters of 2025, primarily due to higher sales leverage and labor efficiency.

•

Higher insurance costs partially offset these improvements in supply chain gross margin as a percentage of revenues in the three fiscal quarters of 2025.

General and Administrative Expenses

General and administrative expenses ~~decreased~~increased $81.31 million, or 71.21%, in the ~~second~~third quarter of 2025 ~~primarily due to expenses related to our Worldwide Rally in the second quarter of 2024 that takes place every two years, which did not reoccur in 2025~~. General and administrative expenses ~~decreased~~increased $0.38 million, or 0.13%, in the ~~two~~three fiscal quarters of 2025, primarily due to ~~expenses~~approximately ~~related~~$5 tomillion ~~our~~in ~~Worldwide~~severance ~~Rally~~expenses inassociated ~~the~~with ~~second~~an ~~quarter~~organizational ofrealignment ~~2024,~~that astook ~~discussed~~place ~~above,~~in ~~but~~the ~~this~~first ~~decrease~~quarter ~~was~~of ~~partially~~2025, offset by ~~approximately~~expenses $5related ~~million~~to inour ~~severance~~Worldwide ~~expenses~~Rally ~~associated~~in ~~with~~the ansecond ~~organizational~~quarter ~~realignment~~of ~~that~~2024, ~~took~~which takes place inevery ~~the~~two ~~first~~years ~~quarter~~and ofdid not reoccur in 2025.

U.S. Franchise Advertising Expenses

U.S. franchise advertising expenses increased $710.27 million, or 5.8.9%, in the ~~second~~third quarter of 2025, and increased $2031.96 million, or 8.9%, in the ~~two~~three fiscal quarters of 2025, consistent with the increase in U.S. franchise advertising revenues, as discussed above. U.S. franchise advertising costs are accrued and expensed when the related U.S. franchise advertising revenues are recognized, as our consolidated not-for-profit advertising fund is obligated to expend such revenues on advertising and other activities that promote the Domino’s brand, and these revenues cannot be used for general corporate purposes.

2224

Refranchising (Gain) Loss

During the second quarter of 2025, we refranchised 36 U.S. Company-owned stores in Maryland for net proceeds of $8.5 million. The pre-tax refranchising gain associated with the sale of the related assets and liabilities, including a $1.4 million reduction in goodwill, was $3.9 million and was recorded in refranchising (gain) loss in our condensed consolidated statements of income.

During each of the first and second quarters of 2024, we refranchised one U.S. Company-owned store for proceeds of less than $0.1 million each. The pre-tax refranchising loss associated with the sale of the related assets and liabilities, including goodwill, were approximately $0.1 million each and were recorded in refranchising (gain) loss in our condensed consolidated statements of income.

Other (Expense) Income

During the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025, we recorded a total net $163.0 million pre-tax ~~realized and~~ unrealized loss and a total net $85.10 million pre-tax realized and unrealized gain, respectively, on our investment in DPC Dash (refer to Note 5 of the condensed consolidated financial statements). During the ~~second~~third quarter and ~~two~~three fiscal quarters of 2024, we recorded ana $1126.42 million ~~pre-tax unrealized gain~~ and aan $718.39 million pre-tax unrealized ~~loss~~gain, respectively, on our investment in DPC Dash. The recorded amount of our investment is based on the active exchange quoted price for the equity security.

Interest Expense, Net

Interest expense, net increased $0.36 million, or 01.84%, in the ~~second~~third quarter of 2025, and ~~decreased~~increased $0.24 million, or 0.23%, in the ~~two~~three fiscal quarters of 2025.

Our weighted average borrowing rate was 3.8% in each of the ~~second~~third quarters and ~~two~~three fiscal quarters of 2025 and 2024.

Provision for Income Taxes

Provision for income taxes increased $122.12 million, or ~~48.~~5.8%, in the ~~second~~third quarter of 2025 due to a higher effective tax rate. The effective tax rate increased to 22.13% during the ~~second~~third quarter of 2025 as compared to 1520.04% in the ~~second~~third quarter of 2024~~, driven primarily by a 6~~.~~8 percentage point unfavorable change in the impact of excess tax benefits from equity-based compensation.~~

Provision for income taxes increased $3133.24 million, or 6338.96%, in the ~~two~~three fiscal quarters of 2025 due to a higher effective tax rate, as well as higher income before provision for income taxes. The effective tax rate increased to 22.2% during the ~~two~~three fiscal quarters of 2025 as compared to 1517.43% in the ~~two~~three fiscal quarters of 2024, driven primarily by a 53.78 percentage point unfavorable change in the impact of excess tax benefits from equity-based compensation.

23We applied the relevant provisions of the One Big Beautiful Bill Act in the third quarter of 2025 following its enactment on July 4, 2025, including provisions related to bonus depreciation, research and development and foreign derived intangible income and it did not have a material impact on our condensed consolidated financial statements.

Segment Income

We evaluate the performance of our reportable segments and allocate resources to them based on earnings before interest, taxes, depreciation, amortization and other, referred to as Segment Income. Segment Income for each of our reportable segments is summarized in the table below.

Second Quarterof 2025

Second Quarterof 2024

Two Fiscal Quartersof 2025

Two Fiscal Quartersof 2024

Third Quarterof 2025

Third Quarterof 2024

Three Fiscal Quartersof 2025

Three Fiscal Quartersof 2024

U.S. stores

~~134~~136.03

~~129~~128.56

~~265~~402.81

~~265~~394.62

Supply chain

7470.2

6561.02

~~147~~217.02

~~129~~190.57

International franchise

6567.63

5962.14

~~129~~196.36

~~118~~180.48

U.S. Stores

U.S. stores Segment Income increased $47.57 million, or 36.50%, in the ~~second~~third quarter of 2025, primarily due to higher U.S. franchise royalties and fees revenues, as discussed above. This increase was partially offset by the $1.85 million decrease in U.S. Company-owned store gross margin, as discussed above. U.S. stores Segment Income increased $07.29 million, or 02.10%, in the ~~two~~three fiscal quarters of 2025, primarily due to higher U.S. franchise royalties and fees revenues, but this increase was partially offset by the $34.38 million decrease in U.S. Company-owned store gross margin, as discussed above, as well as a shift in the relative mix of labor cost associated with internally developed software.

U.S. franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on U.S. stores Segment Income. U.S. franchise advertising costs are accrued and expensed when the related U.S. franchise advertising revenues are recognized and had no impact on U.S. stores Segment Income.

Supply Chain

Supply chain Segment Income increased $9.20 million, or 14.27%, in the ~~second~~third quarter of 2025, primarily due to the $610.40 million increase in supply chain gross margin discussed above. Supply chain Segment Income increased $1726.5 million, or 13.59%, in the ~~two~~three fiscal quarters of 2025, primarily due to the $1121.54 million increase in supply chain gross margin discussed above.

International Franchise

International franchise Segment Income increased $64.59 million, or 117.09%, in the ~~second~~third quarter of 2025, and increased $1015.98 million, or 98.27%, in the ~~two~~three fiscal quarters of 2025 primarily due to higher international franchise royalties and fees revenues, as discussed above. In addition, lower general and administrative expenses also contributed to the increase in international franchise Segment Income in ~~both~~ the ~~second~~three ~~quarter and two~~ fiscal quarters of 2025. The decrease in general and administrative expenses primarily related to our Worldwide Rally in the second quarter of 2024, which did not reoccur in 2025 as discussed above. International franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on international franchise Segment Income.

2426

Liquidity and Capital Resources

Historically, our receivable collection periods and inventory turn rates are faster than the normal payment terms on our current liabilities resulting in efficient deployment of working capital. We generally collect our receivables within three weeks from the date of the related sale and we generally experience multiple inventory turns per month. In addition, our sales are not typically seasonal, which further limits variations in our working capital requirements. As of ~~June~~September 157, 2025, we had ~~negative~~ working capital ~~totaling~~of $~~894~~123.70 million, ~~primarily~~excluding ~~due to the current portion of long-term debt (see discussion below, as well as Note 6 to the condensed consolidated financial statements). Our working capital amount excludes~~ restricted cash and cash equivalents of $~~211~~202.75 million, advertising fund assets, restricted, of $~~123~~135.18 million and advertising fund liabilities of $~~120~~132.87 million. Working capital includes total unrestricted cash and cash equivalents of $~~272~~139.97 million.

Our primary sources of liquidity are cash flows from operations and availability of borrowings under our variable funding notes. During the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025, we experienced an increase in both U.S. and international retail sales (excluding foreign currency impact). Additionally, both our U.S. and international businesses grew store counts during the ~~second~~third quarter and ~~two~~three fiscal quarters of 2025. These factors contributed to our continued ability to generate positive operating cash flows. In addition to our cash flows from operations, we have ~~two~~a variable funding note ~~facilities~~facility. ~~These~~Our ~~facilities include our~~ Series ~~2022~~2025-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the “~~2022~~2025 Variable Funding Notes”), ~~which~~ allows for advances of up to $~~120~~320.0 million, ~~as well as our Series 2021-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the “2021 Variable Funding Notes,”~~ and, ~~together~~issuance ~~with the 2022 Variable Funding Notes, the “2022 and 2021 Variable Funding Notes”), which allows for advances~~ of ~~up to $200.0 million and~~ certain other credit instruments, including letters of credit. The letters of credit primarily relate to our casualty insurance programs. As of ~~June~~September 157, 2025, we had no outstanding borrowings and $263.6 million of available borrowing capacity under our ~~2022~~2025 ~~and 2021~~ Variable Funding Notes, net of letters of credit issued of $56.4 million.

We expect to continue to use our unrestricted cash and cash equivalents, cash flows from operations, any excess cash from our refinancing and recapitalization transactions and available borrowings under our ~~2022~~2025 ~~and 2021~~ Variable Funding Notes to, among other things, fund working capital requirements, invest in our core business and other strategic opportunities, repay outstanding borrowings under our securitized debt, pay dividends and repurchase and retire shares of our common stock.

Our ability to continue to fund these items and continue to service our debt could be adversely affected by the occurrence of any of the events described under “Risk Factors” in our 2024 Form 10-K. There can be no assurance that our business will generate sufficient cash flows from operations or that future borrowings will be available under our ~~2022~~2025 ~~and 2021~~ Variable Funding Notes or otherwise to enable us to service our indebtedness, or to make anticipated capital expenditures. Our future operating performance and our ability to service, extend or refinance our outstanding senior notes and to service, extend or refinance our ~~2022~~2025 ~~and 2021~~ Variable Funding Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

Restricted Cash

As of ~~June~~September 157, 2025, we had $~~161~~151.49 million of restricted cash and cash equivalents held for future principal and interest payments and other working capital requirements of our asset-backed securitization structure, $50.14 million of restricted cash equivalents held in a three-month interest reserve as required by the indenture governing the securitized debt and $0.2 million of other restricted cash for a total of $~~211~~202.75 million of restricted cash and cash equivalents. As of ~~June~~September 157, 2025, we also held $~~100~~109.06 million of advertising fund restricted cash and cash equivalents which can only be used for activities that promote the Domino’s brand.

2527

Long-Term Debt

As of ~~June~~September 157, 2025, we had approximately $4.9882 billion of long-term debt~~, of which $1~~.15 ~~billion was classified as a current liability.~~ As of ~~June~~September 157, 2025, our fixed rate notes ~~from the recapitalizations we completed in 2021, 2019, 2018, 2017 and 2015~~ had original scheduled principal payments of $19.188 ~~billion~~million in the remainder of 2025, $3949.3 million in 2026, $1.3134 billion in 2027, $~~817~~834.93 million in 2028, $~~631~~646.01 million in 2029, $10495.0 million in 2030, $925.0 million in 2031 and $~~912~~470.50 million in ~~2031~~2032. However, in accordance with our debt agreements, the payment of principal on ~~our~~the ~~outstanding~~2025 ~~senior~~Five-Year ~~notes~~Notes and 2025 Seven-Year Notes (refer to Note 5 to the condensed consolidated financial statements) may be suspended if ~~our~~either the Holdco Leverage Ratio or Senior Leverage Ratio is less than or equal to 5.0x5x total debt to either Consolidated Adjusted EBITDA or Securitized Net Cash Flow, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable. AsFurther, ofin accordance with our debt agreements, the ~~end~~payment of principal on the ~~second~~2021 ~~quarter~~Notes, of2019 ~~2025~~Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes (refer to Note 5 to the ~~fourth~~condensed ~~quarter~~consolidated offinancial ~~2024,~~statements) wemay ~~had~~be asuspended if the Holdco Leverage Ratio ofis less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, ~~and~~each ~~accordingly~~as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable. As of the ~~outstanding~~end ~~principal~~of ~~amounts~~the third quarter of 2025 and the ~~Company’s~~end ~~2021~~of ~~Notes,~~the ~~2019~~fourth ~~Notes,~~quarter ~~2018~~of ~~9.25-Year~~2024, ~~Notes~~we ~~and~~satisfied ~~2017~~the ~~Ten~~non-~~Year~~amortization ~~Notes~~tests ~~(refer~~for toeach ~~Note~~respective 6series toof notes, and accordingly, the ~~condensed~~outstanding ~~consolidated~~principal ~~financial~~amounts ~~statements)~~of the notes have been classified as long-term debt in ~~our~~the condensed consolidated balance sheet as of ~~June~~September 157, 2025 and December 29, 2024.

The ~~anticipated~~notes ~~repayment~~are ~~date~~subject ~~for~~to ~~the~~certain ~~2018~~financial ~~7.5-Year Notes~~ and ~~the 2015 Ten~~non-~~Year Notes (refer to Note 6 to the condensed consolidated~~ financial ~~statements) is October 2025 and accordingly~~covenants, ~~the~~including ~~outstanding~~a ~~principal~~debt ~~amounts~~service ~~for~~coverage ~~these~~ratio ~~notes~~calculation. ~~have~~The ~~been~~covenant ~~classified~~requires asa ~~current~~minimum ~~portion~~coverage ofratio ~~long-term debt in the condensed consolidated balance sheet as~~ of ~~June 15, 2025 and December 29, 2024~~1.75x ~~The~~total ~~Company~~debt ~~expects~~service to ~~refinance~~Securitized ~~the~~Net ~~2018~~Cash ~~7.5-Year~~Flow, ~~Notes~~each ~~and~~as ~~the~~defined ~~2015~~in ~~Ten-Year Notes prior to~~ the ~~anticipated~~indenture ~~repayment~~governing ~~date. If~~ the ~~Company~~securitized ~~does not refinance the 2018 7~~debt.~~5-Year~~ ~~Notes~~In ~~and~~ the ~~2015~~event ~~Ten-Year~~that ~~Notes~~certain ~~prior~~covenants toare ~~the~~not ~~anticipated repayment date~~met, ~~additional interest of at least 5% per annum will accrue and~~ the ~~Company’s~~notes ~~cash~~may ~~flows~~become ~~other~~due ~~than technology fees~~ and apayable ~~weekly~~on ~~management~~an ~~fee~~accelerated ~~to cover certain general and administrative expenses would be directed to the repayment of the securitized debt~~schedule.

The notes are subject to certain financial and non-financial covenants, including a debt service coverage ratio calculation. The covenant requires a minimum coverage ratio of 1.75x total debt service to securitized net cash flow, each as defined in the indenture governing the securitized debt. In the event that certain covenants are not met, the notes may become due and payable on an accelerated schedule.

Share Repurchase Programs

Our share repurchase programs have historically been funded by excess operating cash flows, excess proceeds from our refinancing and recapitalization transactions and borrowings under our ~~2022~~variable ~~and~~funding ~~2021~~note ~~Variable Funding Notes~~facilities.

During the ~~second~~third quarter of 2025, we repurchased and ~~two~~retired 165,778 shares of our common stock under our Board of Directors-approved share repurchase program for a total of $74.7 million. During the three fiscal quarters of 2025, we repurchased and retired ~~315~~596,~~696~~754 ~~and 430,976~~ shares of our common stock under our Board of Directors-approved share repurchase program for a total of approximately $~~150~~274.07 million ~~and $200~~.0 ~~million, respectively.~~ As of ~~June~~September 157, 2025, we had a total remaining authorized amount for share repurchases of approximately $~~614~~539.37 million.

Dividends

On ~~April~~July 2315, 2025, our Board of Directors declared a $1.74 per share quarterly dividend on our outstanding common stock for shareholders of record as of ~~June~~September 1315, 2025, which was paid on ~~June~~September 30, 2025. We had approximately $61.2 million accrued for common stock dividends at ~~June~~September 157, 2025. Subsequent to the end of the ~~second~~third quarter of 2025, on ~~July~~October 157, 2025, our Board of Directors declared a $1.74 per share quarterly dividend on our outstanding common stock for shareholders of record as of ~~September~~December 15, 2025, to be paid on ~~September~~December 3026, 2025.

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Sources and Uses of Cash

The following table illustrates the main components of our cash flows:

	Two Fiscal Quartersof 2025			Two Fiscal Quartersof 2024
	Three Fiscal Quartersof 2025			Three Fiscal Quartersof 2024
Cash flows provided by (used in)
Net cash provided by operating activities	$	~~366~~552.93		$	~~274~~446.29
Net cash provided by (used in) investing activities		14.8			(45.0	)
Net cash used in investing activities		(6.1	)		(71.9	)
Net cash used in financing activities		(~~261~~558.32	)		(70313.70	)
Effect of exchange rate changes on cash		1.85			(1.0.6	)
Change in cash and cash equivalents, restricted cash and cash equivalents	$	~~122~~(10.26	)	$	~~157~~61.54

Operating Activities

Cash provided by operating activities increased $92105.74 million in the ~~two~~three fiscal quarters of 2025, as a result of the positive impact of changes in operating assets and liabilities, higher net income excluding non-cash operating activities and a positive change in restricted advertising fund assets and liabilities. The positive impact of changes in operating assets and liabilities of $6948.21 million primarily related to the timing of payments on accounts payable and accounts receivable in the ~~two~~three fiscal quarters of 2025 as compared to the ~~two~~three fiscal quarters of 2024. ~~Additionally,~~The ~~the~~increase ~~$26.5 million positive impact of changes~~ in ~~restricted~~net ~~advertising~~cash ~~fund~~provided ~~assets~~by ~~and~~operating ~~liabilities~~activities ~~in the two fiscal quarters of 2025 as compared to the two fiscal quarters of 2024~~ was also a result of ~~the~~higher ~~timing and amount of advertising contributions and the timing and amount of payments for advertising activities. These increases were partially offset by lower~~ net income, excluding non-cash ~~adjustments~~operating activities. Net income increased $125.93 million; ~~however,~~and ~~this increase was more than offset by~~ non-cash adjustments ofincreased $1526.9 million (primarily representing changes in deferred income taxes and the changes in the total net realized and unrealized gains ~~and losses~~ associated with the remeasurement of the Company’s investment in DPC Dash), resulting in an overall ~~decrease~~increase to cash provided by operating activities in the ~~two~~three fiscal quarters of 2025 as compared to the ~~two~~three fiscal quarters of 2024 of $332.02 million. Finally, the $25.1 million positive impact of changes in restricted advertising fund assets and liabilities in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024 was a result of the timing and amount of advertising activities.

Investing Activities

Cash ~~provided~~used byin investing activities was $146.81 million in the ~~two~~three fiscal quarters of 2025, which primarily consisted of $56.7 million of capital expenditures (driven primarily by investments in consumer and store technology, supply chain centers and corporate store operations). This use of cash was partially offset by the net proceeds from the sale of 4,200,000 ordinary shares of our investment in DPC Dash for $44.1 million and net proceeds of $8.5 million for the refranchising of 36 U.S. Company-owned stores in the Maryland market., ~~These~~each ~~investing~~in ~~cash~~the ~~inflows~~second ~~were~~quarter ~~partially offset by $35.2 million~~ of ~~capital expenditures (driven primarily by investments in consumer and store technology, supply chain centers and corporate store operations)~~2025.

Financing Activities

Cash used in financing activities was $~~261~~558.32 million in the ~~two~~three fiscal quarters of 2025. In connection with our refinancing transaction completed on September 5, ~~which~~2025, ~~included~~we ~~the~~issued ~~repurchase~~of $1.00 billion of new notes including $500.0 million 2025 Five-Year Notes and ~~retirement~~$500.0 million 2025 Seven-Year Notes. We used the proceeds from the issuance of the 2025 Notes, as well as $~~200~~160.0 million of our unrestricted cash and cash equivalents, to repay the remaining $742.0 million in outstanding principal under our 2015 Ten-Year Notes and the remaining $402.7 million in outstanding principal under our 2018 7.5-Year Notes and to pay $15.3 million in capitalized financing costs. During the three fiscal quarters of 2025, we repurchased and retired $274.7 million in common stock under our Board of Directors-approved share repurchase program, asand ~~well~~we asalso made $3.0 million in excise tax payments related to our share repurchase programs. We also ~~had~~made ~~tax~~dividend payments ~~for~~to ~~the~~our ~~vesting~~shareholders of ~~restricted stock of~~ $8119.5 million,. ~~repayments~~We ofmade ~~finance~~tax ~~lease~~payments ~~obligations~~for ofthe ~~$1.9~~vesting ~~million~~of ~~and~~restricted ~~dividend~~stock ~~payments~~ of $6010.29 million. These uses of cash were partially offset by proceeds from the exercise of stock options of $12.39 million.

Critical Accounting Estimates

For a description of the Company’s critical accounting estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Form 10-K. The Company considers its most significant accounting policies and estimates to be long-lived assets, casualty insurance reserves and income taxes. There have been no material changes to the Company’s critical accounting estimates since December 29, 2024.

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Forward-Looking Statements

This filing contains various forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) that are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. You can identify forward-looking statements by the use of words such as “anticipates,” “believes,” “could,” “should,” “estimates,” “expects,” “intends,” “may,” “will,” “plans,” “predicts,” “projects,” “seeks,” “approximately,” “potential,” “outlook” and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. These forward-looking statements address various matters including information concerning future results of operations and business strategy, our anticipated profitability, estimates in same store sales growth, store growth and the growth of our U.S. and international business in general, our ability to service our indebtedness, our future cash flows, our operating performance, trends in our business and other descriptions of future events reflect the Company’s expectations based upon currently available information and data. While we believe these expectations and projections are based on reasonable assumptions, such forward-looking statements are inherently subject to risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from our expectations are more fully described in our filings with the Securities and Exchange Commission, including under the section headed “Risk Factors” in our 2024 Form 10-K for the fiscal year ended December 29, 2024. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including but not limited to: our substantial indebtedness as a result of our recapitalization transactions and our ability to incur additional indebtedness or refinance or renegotiate key terms of that indebtedness in the future; the impact a downgrade in our credit rating may have on our business, financial condition and results of operations; our future financial performance and our ability to pay principal and interest on our indebtedness; the strength of our brand, including our ability to compete in the U.S. and internationally in our intensely competitive industry, including the food service and food delivery markets; our ability to successfully implement our growth strategy, including through our participation in the third-party order aggregation marketplace; labor shortages or changes in operating expenses resulting from increases in prices of food (particularly cheese), fuel and other commodity costs, labor, utilities, insurance, employee benefits and other operating costs or negative economic conditions; the effectiveness of our advertising, operations and promotional initiatives; shortages, interruptions or disruptions in the supply or delivery of fresh food products and store equipment; additional risks our international operations subject us to, which may differ in each country in which we and our franchisees do business; our ability and that of our franchisees to successfully operate in the current and future credit environment; the impact of social media or a boycott on our business, brand and reputation; the impact of new or improved technologies and alternative methods of delivery on consumer behavior; new product, digital ordering and concept developments by us, and other food-industry competitors; our ability to maintain good relationships with and attract new franchisees, and franchisees’ ability to successfully manage their operations without negatively impacting our royalty payments and fees or our brand’s reputation; our ability to successfully implement cost-saving strategies; changes in the level of consumer spending given general economic conditions, including interest rates, energy prices and consumer confidence or negative economic conditions in general; our ability and that of our franchisees to open new restaurants and keep existing restaurants in operation and maintain demand for new stores; the impact that widespread illness, health epidemics or general health concerns, severe weather conditions and natural disasters may have on our business and the economies of the countries where we operate; changes in foreign currency exchange rates; changes in income tax rates; our ability to retain or replace our executive officers and other key members of management and our ability to adequately staff our stores and supply chain centers with qualified personnel; our ability to find and/or retain suitable real estate for our stores and supply chain centers; changes in government legislation and regulations, including changes in laws and regulations regarding information privacy, payment methods, advertising and consumer protection and social media; adverse legal judgments or settlements; food-borne illness or contamination of products or food tampering or other events that may impact our reputation; data breaches, power loss, technological failures, user error or other cyber risks threatening us or our franchisees; the impact that environmental, social and governance matters may have on our business and reputation; the effect of war, terrorism, catastrophic events, other geopolitical or reputational considerations or climate change; our ability to pay dividends and repurchase shares; changes in consumer tastes, spending and traffic patterns and demographic trends; changes in accounting policies; and adequacy of our insurance coverage. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this filing might not occur. All forward-looking statements speak only as of the date of this filing and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, or other applicable law, we will not undertake, and specifically disclaim, any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date of this filing, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on the forward-looking statements included in this filing or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

We do not engage in speculative transactions, nor do we hold or issue financial instruments for trading purposes. In connection with the refinancings and recapitalizations of our business, we have issued fixed rate notes and entered into variable funding notes, and, at ~~June~~September 157, 2025, we are exposed to interest rate risk on borrowings under our variable funding notes. As of ~~June~~September 157, 2025, we had no outstanding borrowings under our ~~2022~~2025 ~~and 2021~~ Variable Funding Notes.

Our ~~2022~~2025 ~~and 2021~~ Variable Funding Notes bear interest at fluctuating interest rates based on the Secured Overnight Financing Rate (“Term SOFR”)~~, plus a spread adjustment~~. Accordingly, a rising interest rate environment could result in higher interest expense due on borrowings under our ~~2022~~2025 ~~and 2021~~ Variable Funding Notes, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.

Our fixed-rate debt exposes the Company to changes in market interest rates reflected in the fair value of the debt and to the risk that the Company may need to refinance maturing debt with new debt at a higher rate. As of June 15, 2025, we had approximately $1.14 billion of debt classified as current associated with our 2018 7.5-Year Notes and 2015 Ten-Year Notes for which the anticipated repayment date is October 2025. We expect to refinance the 2018 7.5-Year Notes and 2015 Ten-Year Notes prior to the anticipated repayment date, and we expect, based upon current benchmark rates, to refinance those notes at higher interest rates.

We are exposed to market risks from changes in food and commodity prices. During the normal course of business, we purchase cheese and certain other food products that are affected by changes in commodity prices and, as a result, we are subject to volatility in our product costs. Severe increases in commodity prices or food costs, including as a result of inflation, could affect the global and U.S. economies and could also adversely impact our business, financial condition or results of operations. We may periodically enter into financial instruments to manage this risk, although we have not done so historically. We do not engage in speculative transactions or hold or issue financial instruments for trading purposes. In instances when we use fixed pricing agreements with our suppliers, these agreements cover our physical commodity needs, are not net-settled and are accounted for as normal purchases.

Foreign Currency Exchange Risk

We have exposure to various foreign currency exchange rate fluctuations for revenues generated by our operations outside the U.S., which can adversely impact our net income and cash flows. Approximately 6.78% of our total revenues in both the ~~second~~third quarter and three fiscal quarters of 2025, approximately 6.89% of our total revenues in the ~~two~~third ~~fiscal~~quarter ~~quarters~~ of ~~2025,~~2024 and approximately 6.78% of our total revenues in ~~both~~ the ~~second~~three ~~quarter and two~~ fiscal quarters of 2024 were derived from our international franchise segment, a majority of which were denominated in foreign currencies. We also operate dough manufacturing and distribution facilities in Canada, which generate revenues denominated in Canadian dollars. We do not enter into financial instruments to manage this foreign currency exchange risk. We estimate that a hypothetical 10% adverse change in the foreign currency rates for our international markets would have resulted in a negative impact on royalty revenues of approximately $1320.4 million in the ~~two~~three fiscal quarters of 2025.

Item 4. Controls and Procedures.

Management, with the participation of the Company’s Chief Executive Officer, Russell J. Weiner, and Executive Vice President and Chief Financial Officer, Sandeep Reddy, performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, Mr. Weiner and Mr. Reddy concluded that the Company’s disclosure controls and procedures were effective.

During the quarterly period ended ~~June~~September 157, 2025, there were no changes in the Company’s internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are a party to lawsuits, revenue agent reviews by taxing authorities and administrative proceedings in the ordinary course of business which include, without limitation, workers’ compensation, general liability, automobile and franchisee claims. We are also subject to suits related to employment practices. In addition, we may occasionally be party to large claims, including class action suits.

Litigation is subject to many uncertainties, and the outcome of individual litigated matters is unpredictable. These matters referenced above could be decided unfavorably to us and could require us to pay damages or make other expenditures in amounts or a range of amounts that cannot be estimated with accuracy. However, we do not believe these matters, individually or in the aggregate, will have a material adverse effect on the business or financial condition of the Company, and we expect that the established accruals adequately provide for the estimated resolution of such claims.

Item 1A. Risk Factors.

There have been no material changes with respect to those risk factors previously disclosed in Item 1A “Risk Factors” in Part I of our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

							MaximumApproximate Dollar
					Total Number of Shares		Value of Shares that
	Total Number				Purchased as Part of		May Yet Be Purchased
	of Shares		Average Price Paid		Publicly Announced		Under the Program (2)
Period	Purchased (1)		Per Share		Program (2)		(in thousands)
Period #4 (March 24, 2025 to April 20, 2025)		1,205	$	458.23		—	$	764,337
Period #7 (June 16, 2025 to July 13, 2025)		1,185	$	454.44		—	$	614,338
Period #5 (April 21, 2025 to May 18, 2025)		112,070		480.42		110,977		711,030
Period #8 (July 14, 2025 to August 10, 2025)		1,784		464.70		—		614,338
Period #6 (May 19, 2025 to June 15, 2025)		206,250		472.23		204,719		614,338
Period #9 (August 11, 2025 to September 7, 2025)		167,061		450.47		165,778		539,681
Total		~~319~~170,~~525~~030	$	~~475~~450.0564		~~315~~165,~~696~~778	$	~~614~~539,~~338~~681

(1)	34,~~829~~252 shares in the ~~second~~third quarter of 2025 were purchased as part of the Company’s employee stock payroll deduction plan at an average price of $~~467~~462.9246.
(2)	On February 21, 2024, the Company’s Board of Directors authorized an additional share repurchase program to repurchase up to $1.0 billion of the Company’s common stock, in addition to the $141.3 million that was previously remaining for a total authorization of $1.14 billion for future share repurchases as of that date. As of ~~June~~September 157, 2025, $~~614~~539.37 million remained available for future purchases of the Company’s common stock under this share repurchase program.
	Authorization for the repurchase program may be modified, suspended, or discontinued at any time. The repurchase of shares in any particular period and the actual amount of such purchases remain at the discretion of the Board of Directors, and no assurance can be given that shares will be repurchased in the future.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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Item 5. Other Information.

Rule 10b5-1 Trading Plans

Our directors and officers (as defined in Section 16 of the Exchange Act (“Section 16”)) may from time to time enter into plans for the purchase or sale of Domino’s stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

During the fiscal quarter ended ~~June~~September 157, 2025, the following Section 16 officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 under Regulation S-K of the Exchange Act):

•

~~Joseph~~Cynthia HA. ~~Jordan~~Headen, our ~~Chief~~Executive ~~Operating~~Vice ~~Officer~~President, ~~and~~Chief ~~President—U.S.~~Supply Chain Officer, adopted a new Rule 10b5-1 trading arrangement on ~~May~~August 218, 2025. The plan’s maximum duration is until ~~November~~August 628, 2026, and first trades will not occur until ~~August~~November 117, 2025 at the earliest. The trading plan, which is subject to certain conditions, is intended to permit MrMs. ~~Jordan~~Headen to ~~exercise~~(i) ~~and~~ sell from time to time ~~(i)~~an aaggregate ~~total~~ of 5up to 3,~~450~~525 shares of our common stock, ~~options~~the inactual ~~two~~amount ~~tranches~~of ~~set~~which tomay ~~expire~~be less based on ~~July~~tax ~~20,~~withholdings ~~2026~~and performance and vesting conditions of performance-based stock units and restricted stock units, and (ii) aexercise ~~tranche~~and ofsell ~~4,870~~from ~~stock~~time ~~options~~to ~~set~~time totwo ~~expire~~tranches onof ~~November~~an aggregate of 7,453 ~~2026~~stock options.

•

~~Sandeep~~Jessica ~~Reddy~~L. Parrish, our ~~Executive~~ Vice President—, Chief ~~Financial~~Accounting Officer and Treasurer, adopted a new Rule 10b5-1 trading arrangement on ~~May~~August 627, 2025. The plan’s maximum duration is until ~~March~~August 3121, 2026, and first trades will not occur until ~~March~~November 1026, ~~2026~~2025 at the earliest. The trading plan, which is subject to certain conditions, is intended to permit MrMs. ~~Reddy~~Parrish to sell from time to time an aggregate of up to 51,~~308~~845 shares of our common stock, the actual amount of which may be less based on tax withholdings and performance and vesting conditions of performance-based stock units and restricted stock units.

Kelly E. Garcia, our Executive Vice President—Chief Technology and Data Officer, adopted a new Rule 10b5-1 trading arrangement on May 13, 2025. The plan’s maximum duration is until July 31, 2026, and first trades will not occur until September 2, 2025 at the earliest. The trading plan, which is subject to certain conditions, is intended to permit Mr. Garcia to exercise and sell from time to time a tranche of 1,950 stock options set to expire on July 20, 2026.

The Rule 10b5-1 trading arrangements described above were adopted and precleared in accordance with Domino’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.

No other directors or officers adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 under Regulation S-K of the Exchange Act, during the last fiscal quarter.

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Item 6. Exhibits.

ExhibitNumber		Description
3.1		Third Amended and Restated Certificate of Incorporation of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on April 25, 2025).
4.1		Ninth Supplement to the Amended and Restated Base Indenture, dated as of September 5, 2025, by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on September 8, 2025 (the “September 2025 8-K”)).
3.2		Fifth Amended and Restated By-Laws of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.2 to the registrant’s current report on Form 8-K filed on April 25, 2025).
4.2		Series 2025-1 Supplement to the Amended and Restated Base Indenture, dated September 5, 2025, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer of Series 2025-1 4.930% Fixed Rate Senior Secured Notes, Class A-2-I and Series 2025-1 5.217% Fixed Rate Senior Secured Notes, Class A-2-II, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.2 to the September 2025 8-K).
10.1		Purchase Agreement, dated August 12, 2025, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, Domino’s Pizza, Inc. and Domino’s, Inc., as parent companies, and Barclays Capital Inc. and Guggenheim Securities, LLC, as initial purchasers (Incorporated by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on August 13, 2025).
10.2		Class A-1 Note Purchase Agreement, dated September 5, 2025, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC, Domino’s EQ LLC and Domino’s Pizza International Franchising of Michigan LLC, each as Guarantor, Domino’s Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent (Incorporated by reference to Exhibit 10.1 to the September 2025 8-K).
10.3		Omnibus Amendment and Reaffirmation Agreement, dated as of September 5, 2025, among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., Progressive Food Solutions LLC, Domino’s Pizza, Inc., Barclays Capital Inc., as Initial Purchaser Representative, Midland Loan Services, a division of PNC Bank, National Association, as Servicer and Control Party, FTI Consulting, Inc., a Maryland corporation, as Back-Up Manager, and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the September 2025 8-K).
10.4		Form of Amendment No. 6 to Amended and Restated Management Agreement, dated as of September 5, 2025, among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.3 to the September 2025 8-K).
10.5		Form of Amendment No. 3 to Parent Company Support Agreement dated September 5, 2025 made by Domino’s Pizza, Inc. in favor of Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.4 to the September 2025 8-K).
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc.
32.1		Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc.
32.2		Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc.
101.INS		XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DOMINO’S PIZZA, INC.(Registrant)
Date: July 21, 2025		/s/ Sandeep Reddy
Date: October 14, 2025		/s/ Sandeep Reddy
		Sandeep Reddy
		Executive Vice President, Chief Financial Officer(Principal Financial Officer)

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