DOMINOS PIZZA INC

Previous wording

The 2025 and 2024 third quarters referenced herein represent the twelve-week periods ended September 7, 2025 and September 8, 2024, respectively. The 2025 and 2024 three fiscal quarters referenced herein represent the thirty-six-week periods ended September 7, 2025 and September 8, 2024, respectively. In this section, we discuss the results of our operations for the third quarter and three fiscal quarters of 2025 as compared to the third quarter and three fiscal quarters of 2024.

Current wording

The 2026 and 2025 first quarters referenced herein represent the twelve-week periods ended March 22, 2026 and March 23, 2025, respectively. In this section, we discuss the results of our operations for the first quarter of 2026 as compared to the first quarter of 2025.

Previous wording

Domino’s is the largest pizza company in the world, with more than 21,700 locations in over 90 markets around the world as of September 7, 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.

Current wording

Domino’s is the largest pizza company in the world, with more than 22,300 locations in over 90 markets around the world as of March 22, 2026, 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. For more than 65 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.

Previous wording

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.

Current wording

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. Our hand-tossed dough is made fresh and distributed to stores around the world by us and our franchisees.

Previous wording

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.

Current wording

Domino’s business model can yield strong returns for our franchise owners and the Company. It can also yield significant cash flows to us, through consistent franchise royalty and supply chain revenue streams, all within 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 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.

Previous wording

Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores worldwide), increased 6.3% as compared to the third quarter of 2024. U.S. retail sales increased 7.0% and international retail sales, excluding foreign currency impact, increased 5.7% as compared to the third quarter of 2024. Same store sales increased 5.2% in our U.S. stores and increased 1.7% in our international stores (excluding foreign currency impact).

Current wording

MORE Sales: Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores worldwide), increased 3.4% as compared to the first quarter of 2025. U.S. retail sales increased 2.8% and international retail sales, excluding foreign currency impact, increased 4.0% as compared to the first quarter of 2025. Same store sales increased 0.9% in our U.S. stores and declined 0.4% in our international stores (excluding foreign currency impact).

Previous wording

Global net store growth of 214, including 29 net store openings in the U.S. and 185 net store openings internationally.

Current wording

MORE Stores: Global net store growth of 180, including 19 net store openings in the U.S. and 161 net store openings internationally.

Previous wording

Excluding the positive and negative impacts of foreign currency during the third quarter and 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.

Current wording

Excluding the positive impact of foreign currency, Domino’s experienced global retail sales growth during the first quarter of 2026, driven by same store sales growth in the U.S. and net store growth in both our U.S. and international businesses. These factors, as well as gross margin dollar improvement within supply chain and a pre-tax realized gain on the sale of our fully depreciated corporate aircraft, also contributed to an increase in income from operations. 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.

Previous wording

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.

Current wording

U.S. same store sales increased 0.9% in the first quarter of 2026, rolling over a decline in U.S. same store sales of 0.5% in the first quarter of 2025. The increase in U.S. same store sales was driven by both higher average ticket and higher customer transaction counts. International same store sales (excluding foreign currency impact) declined 0.4% in the first quarter of 2026, rolling over an increase in international same store sales (excluding foreign currency impact) of 3.7% in the first quarter of 2025.

Previous wording

Consolidated revenues increased $66.9 million, or 6.2%, in the third quarter of 2025 as compared to the third quarter of 2024, and consolidated revenues increased $141.8 million, or 4.3%, in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024, primarily due to higher supply chain revenues and higher U.S. franchise royalties and fees and advertising revenues. The increase in supply chain revenues was primarily attributable to higher order volumes and an increase in our food basket pricing to stores, but 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 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 three fiscal quarters of 2025. These changes in revenues are described in more detail below.

Current wording

Consolidated revenues increased $38.5 million, or 3.5%, in the first quarter of 2026 as compared to the first quarter of 2025, primarily due to higher supply chain revenues and higher global franchise royalties and advertising revenues. The increase in supply chain revenues was primarily attributable to an increase in our food basket pricing to stores and higher order volumes, but these increases were partially offset by a shift in the relative mix of products we sell. The increases in U.S. franchise royalties and advertising revenues were driven primarily by net store growth during the trailing four quarters and higher same store sales. International franchise royalties increased primarily due to the positive impact of foreign currency exchange rates on international franchise royalty revenues of $3.6 million, as well as net store growth during the trailing four quarters. These changes in revenues are described in more detail below.

Previous wording

Revenues from U.S. Company-owned store operations decreased $6.5 million, or 7.2%, in the third quarter of 2025, and decreased $7.3 million, or 2.7%, in the three fiscal quarters of 2025, each primarily driven by the refranchising of 36 stores in the Maryland market in May of 2025, but these decreases were partially offset by higher same store sales.

Current wording

Revenues from U.S. Company-owned store operations decreased $9.5 million, or 10.4%, in the first quarter of 2026 primarily driven by the refranchising of the Maryland market in May 2025. This decrease was partially offset by higher same store sales.

Previous wording

Revenues from U.S. franchise royalties and fees increased $13.1 million, or 9.1%, in the third quarter of 2025, and increased $22.2 million, or 5.0%, in the 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.

Current wording

Revenues from U.S. franchise royalties and fees increased $7.0 million, or 4.6%, in the first quarter of 2026 primarily due to 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.

Previous wording

Supply chain revenues increased $45.6 million, or 7.0%, in the third quarter of 2025, and increased $84.2 million, or 4.3%, in the three fiscal quarters of 2025, each due to higher order volumes and an increase in our food basket pricing to stores. 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 3.3% in the third quarter of 2025 and increased 4.3% in the three fiscal quarters of 2025, which resulted in an estimated $33 million increase in supply chain revenues in the third quarter of 2025, and an estimated $115 million increase in the 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.

Current wording

Supply chain revenues increased $29.0 million, or 4.3%, in the first quarter of 2026 primarily due to an increase in our food basket pricing to stores and higher order volumes, but these increases were partially offset by a shift in the relative mix of products we sell. Our food basket pricing to stores increased 2.6% in the first quarter of 2026, which resulted in an estimated $16 million increase in supply chain revenues. 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.

Previous wording

Revenues from international franchise royalties and fees increased $3.9 million, or 5.2%, in the third quarter of 2025, and increased $11.0 million, or 5.0%, in the 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, as well as same store sales growth (excluding foreign currency impact). Changes in foreign currency exchange rates had an impact on international franchise royalty revenues of approximately positive $0.8 million in the third quarter of 2025 and negative $2.6 million in the 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.

Current wording

Revenues from international franchise royalties and fees increased $5.4 million, or 7.2%, in the first quarter of 2026 primarily due to the positive impact of changes in foreign currency exchange rates of approximately $3.6 million, as well as an increase in the average number of international franchised stores open during the period resulting from net store growth. These increases were partially offset by a decline in international same store sales (excluding foreign currency impact) in the first quarter of 2026. 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.

Previous wording

International franchise same store sales increased 1.7% in the third quarter of 2025 and increased 0.8% in the third quarter of 2024, each excluding the impact of foreign currency exchange rates. International franchise same store sales increased 2.5% in the three fiscal quarters of 2025 and increased 1.1% in the three fiscal quarters of 2024, each excluding the impact of foreign currency exchange rates.

Current wording

International franchise same store sales declined 0.4% in the first quarter of 2026 and increased 3.7% in the first quarter of 2025, each excluding the impact of foreign currency exchange rates.

Previous wording

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 $36.2 million, or 8.5%, in the third quarter of 2025, and increased $81.4 million, or 6.3%, in the 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.

Current wording

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 $21.4 million, or 4.8%, in the first quarter of 2026, primarily due to higher global franchise royalties and advertising 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.

Previous wording

Consolidated gross margin, as a percentage of revenues, increased 0.9 percentage points to 40.1% in the third quarter of 2025 from 39.2% in the third quarter of 2024. Consolidated gross margin, as a percentage of revenues, increased 0.8 percentage points to 40.1% in the three fiscal quarters of 2025 from 39.3% in the three fiscal quarters of 2024. U.S. Company-owned store gross margin decreased 0.5 and 1.3 percentage points in the third quarter and three fiscal quarters of 2025, respectively. Supply chain gross margin increased 0.7 and 0.6 percentage points in the third quarter and three fiscal quarters of 2025, respectively. Changes in the significant components of gross margin are described in more detail below.

Current wording

As a percentage of revenues, consolidated gross margin increased 0.6 percentage points to 40.4% in the first quarter of 2026 from 39.8% in the first quarter of 2025. U.S. Company-owned store gross margin decreased 3.8 percentage points in the first quarter of 2026, and supply chain gross margin increased 0.6 percentage points in the first quarter of 2026. Changes in the significant components of gross margin are described in more detail below.

Previous wording

U.S. Company-owned store gross margin (which does not include certain store-level costs such as royalties and advertising) decreased $1.5 million, or 9.9%, in the third quarter of 2025, and decreased $4.8 million, or 10.1%, in the three fiscal quarters of 2025. As a percentage of store revenues, U.S. Company-owned store gross margin decreased 0.5 percentage points in the third quarter of 2025, and decreased 1.3 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.

Current wording

U.S. Company-owned store gross margin (which does not include certain store-level costs such as royalties and advertising) decreased $4.6 million, or 31.6%, in the first quarter of 2026. As a percentage of store revenues, U.S. Company-owned store gross margin decreased 3.8 percentage points in the first quarter of 2026. These changes in gross margin as a percentage of revenues are discussed in additional detail below.

Previous wording

Food costs increased 0.7 percentage points to 29.7% in the third quarter of 2025 and increased 0.8 percentage points to 29.6% in the three fiscal quarters of 2025, each driven by the increase in the food basket pricing to stores.

Current wording

Food costs increased 0.7 percentage points to 30.4% in the first quarter of 2026, driven by the increase in the food basket pricing to stores.

Previous wording

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.

Current wording

Higher insurance costs drove the remaining decrease in U.S. Company-owned store gross margin as a percentage of revenues in the first quarter of 2026.

Previous wording

Supply chain gross margin increased $10.0 million, or 14.3%, in the third quarter of 2025, and increased $21.4 million, or 9.8%, in the three fiscal quarters of 2025. As a percentage of supply chain revenues, supply chain gross margin increased 0.7 percentage points in the third quarter of 2025, and 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.

Current wording

Supply chain gross margin increased $7.0 million, or 9.0%, in the first quarter of 2026. As a percentage of supply chain revenues, supply chain gross margin increased 0.6 percentage points in the first quarter of 2026. These changes in gross margin as a percentage of revenues are discussed in additional detail below.

Previous wording

Food costs decreased 0.3 percentage points to 71.1% in the third quarter of 2025 and decreased 0.5 percentage points to 70.8% in the three fiscal quarters of 2025, each driven primarily by procurement productivity, partially offset by the increase in the cost of our food basket.

Current wording

Food costs decreased 0.4 percentage points to 70.0% in the first quarter of 2026, driven primarily by procurement productivity, partially offset by the increase in the cost of our food basket.

Previous wording

General and administrative expenses increased $1.1 million, or 1.1%, in the third quarter of 2025. General and administrative expenses increased $0.8 million, or 0.3%, in the three fiscal quarters of 2025, primarily due to approximately $5 million in severance expenses associated with an organizational realignment that took place in the first quarter of 2025, offset by expenses related to our Worldwide Rally in the second quarter of 2024, which takes place every two years and did not reoccur in 2025.

Current wording

General and administrative expenses increased $2.3 million, or 2.1%, in the first quarter of 2026, primarily due to higher professional fees and computer expenses. These increases were partially offset by approximately $5 million in severance expenses associated with an organizational realignment that took place in the first quarter of 2025 that did not reoccur in 2026.

Previous wording

U.S. franchise advertising expenses increased $10.7 million, or 8.9%, in the third quarter of 2025, and increased $31.6 million, or 8.9%, in the 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.

Current wording

U.S. franchise advertising expenses increased $6.6 million, or 5.3%, in the first quarter of 2026, 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.

Previous wording

Provision for income taxes increased $2.2 million, or 5.8%, in the third quarter of 2025 due to a higher effective tax rate. The effective tax rate increased to 22.3% during the third quarter of 2025 as compared to 20.4% in the third quarter of 2024.

Current wording

Provision for income taxes decreased $2.0 million, or 4.7%, in the first quarter of 2026 due to lower income before provision for income taxes. The effective tax rate increased to 22.6% during the first quarter of 2026 as compared to 22.3% in the first quarter of 2025.

Previous wording

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.

Current wording

Beginning in the first quarter of 2026, we evaluate the performance of our reportable segments and allocate resources to them based on Segment Adjusted Income from Operations which represents income from operations for the reportable segments, excluding gains and losses from the sale of assets, refranchising gains and losses and certain corporate administrative costs that have not been allocated to a reportable segment. Our chief operating decision maker uses Segment Adjusted Income from Operations to determine future business objectives and targets and for long-range planning for the reportable segments, as well as to evaluate their operating performance. Segment Adjusted Income from Operations for each of our reportable segments is summarized in the table below. Prior year amounts have been recast to reflect this change in the measure of segment profit used by our chief operating decision maker.

Previous wording

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.

Current wording

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 Adjusted Income from Operations. 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 Adjusted Income from Operations.

Previous wording

International franchise Segment Income increased $4.9 million, or 7.9%, in the third quarter of 2025, and increased $15.8 million, or 8.7%, in the 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 the three 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.

Current wording

International franchise Segment Adjusted Income from Operations increased $5.8 million, or 9.1%, in the first quarter of 2026, primarily due to higher international franchise royalties and fees revenues, 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 Adjusted Income from Operations.

Previous wording

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 September 7, 2025, we had working capital of $123.0 million, excluding restricted cash and cash equivalents of $202.5 million, advertising fund assets, restricted, of $135.8 million and advertising fund liabilities of $132.7 million. Working capital includes total unrestricted cash and cash equivalents of $139.7 million.

Current wording

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 March 22, 2026, we had working capital of $171.0 million, excluding restricted cash and cash equivalents of $183.6 million, advertising fund assets, restricted, of $115.8 million and advertising fund liabilities of $113.4 million. Working capital includes total unrestricted cash and cash equivalents of $232.9 million.

Previous wording

Our primary sources of liquidity are cash flows from operations and availability of borrowings under our variable funding notes. During the third quarter and 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 third quarter and 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 a variable funding note facility. Our Series 2025-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the “2025 Variable Funding Notes”), allows for advances of up to $320.0 million and issuance of certain other credit instruments, including letters of credit. The letters of credit primarily relate to our casualty insurance programs. As of September 7, 2025, we had no outstanding borrowings and $263.6 million of available borrowing capacity under our 2025 Variable Funding Notes, net of letters of credit issued of $56.4 million.

Current wording

Our primary sources of liquidity are cash flows from operations and availability of borrowings under our variable funding notes. During the first quarter of 2026, 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 first quarter of 2026. These factors contributed to our continued ability to generate positive operating cash flows. In addition to our cash flows from operations, we have a variable funding note facility. Our Series 2025-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the “2025 Variable Funding Notes”), allows for advances of up to $320.0 million and issuance of certain other credit instruments, including letters of credit. The letters of credit primarily relate to our casualty insurance programs. As of March 22, 2026, we had no outstanding borrowings and $263.6 million of available borrowing capacity under our 2025 Variable Funding Notes, net of letters of credit issued of $56.4 million.

Previous wording

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 2025 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 2025 Variable Funding Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

Current wording

Our primary sources of liquidity could be adversely affected by the occurrence of any of the events described under “Risk Factors” in our 2025 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 2025 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 notes and to service, extend or refinance our 2025 Variable Funding Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

Previous wording

As of September 7, 2025, we had $151.9 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, $50.4 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 $202.5 million of restricted cash and cash equivalents. As of September 7, 2025, we also held $109.6 million of advertising fund restricted cash and cash equivalents which can only be used for activities that promote the Domino’s brand.

Current wording

As of March 22, 2026, we had $133.7 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, $49.7 million of restricted cash equivalents held in a three-month interest reserve as required by the related debt agreements and $0.2 million of other restricted cash for a total of $183.6 million of restricted cash and cash equivalents. As of March 22, 2026, we also held $82.8 million of advertising fund restricted cash and cash equivalents which can only be used for activities that promote the Domino’s brand.

Previous wording

As of September 7, 2025, we had approximately $4.82 billion of long-term debt. As of September 7, 2025, our fixed rate notes had original scheduled principal payments of $9.8 million in the remainder of 2025, $49.3 million in 2026, $1.34 billion in 2027, $834.3 million in 2028, $646.1 million in 2029, $495.0 million in 2030, $925.0 million in 2031 and $470.0 million in 2032. However, in accordance with our debt agreements, the payment of principal on the 2025 Five-Year Notes and 2025 Seven-Year Notes (refer to Note 5 to the condensed consolidated financial statements) 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. Further, in accordance with our 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 to the condensed consolidated financial statements) 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, we 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.

Current wording

As of March 22, 2026, we had approximately $4.88 billion of long-term debt. As of March 22, 2026, our fixed rate notes from the recapitalization and refinancing transactions we completed in 2025, 2021, 2019, 2018 and 2017 had original scheduled principal payments of $49.3 million in 2026, $1.34 billion in 2027, $836.4 million in 2028, $647.8 million in 2029, $495.0 million in 2030, $927.5 million in 2031 and $470.0 million in 2032. However, in accordance with our debt agreements, the payment of principal on the 2025 Five-Year Notes and the 2025 Seven-Year 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 our debt agreements, the payment of principal on the 2021 7.5-Year Notes, 2021 Ten-Year Notes, 2019 Ten-Year Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes 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 first quarter of 2026 and the fourth quarter of 2025, we 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 March 22, 2026 and December 28, 2025.

Previous wording

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 variable funding note facilities.

Current wording

Our share repurchase programs have historically been funded by excess operating cash flows, excess proceeds from our recapitalization transactions and borrowings under our variable funding notes.

Previous wording

During the third quarter of 2025, we repurchased and 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 596,754 shares of our common stock under our Board of Directors-approved share repurchase program for a total of approximately $274.7 million. As of September 7, 2025, we had a total remaining authorized amount for share repurchases of approximately $539.7 million.

Current wording

During the first quarter of 2026, we repurchased and retired 188,304 shares of our common stock under our Board of Directors-approved share repurchase program for a total of approximately $75.1 million. As of March 22, 2026, we had a total remaining authorized amount for share repurchases of approximately $384.6 million. Subsequent to the end of the first quarter of 2026 and through April 21, 2026, we repurchased and retired an additional 257,545 shares of common stock for a total of approximately $94.4 million. Subsequent to the end of the first quarter of 2026, on April 21, 2026, our Board of Directors authorized an additional share repurchase program to repurchase up to $1.0 billion of our common stock, in addition to the $290.2 million that was previously remaining for a total authorization of $1.29 billion for future share repurchases.

Previous wording

On July 15, 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 15, 2025, which was paid on September 30, 2025. We had approximately $61.2 million accrued for common stock dividends at September 7, 2025. Subsequent to the end of the third quarter of 2025, on October 7, 2025, our Board of Directors declared a $1.74 per share quarterly dividend on our outstanding common stock for shareholders of record as of December 15, 2025, to be paid on December 26, 2025.

Current wording

On February 18, 2026, our Board of Directors declared a $1.99 per share quarterly dividend on our outstanding common stock for shareholders of record as of March 13, 2026, which was paid on March 30, 2026. We had approximately $68.5 million accrued for common stock dividends at March 22, 2026. Subsequent to the end of the first quarter of 2026, on April 21, 2026, our Board of Directors declared a $1.99 per share quarterly dividend on our outstanding common stock for shareholders of record as of June 15, 2026, to be paid on June 30, 2026.

Previous wording

Cash provided by operating activities increased $105.4 million in the 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 $48.1 million primarily related to the timing of payments on accounts payable and accounts receivable in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024. The increase in net cash provided by operating activities was also a result of higher net income, excluding non-cash operating activities. Net income increased $5.3 million and non-cash adjustments increased $26.9 million (primarily representing changes in deferred income taxes and the changes in the total net realized and unrealized gains associated with the remeasurement of the Company’s investment in DPC Dash), resulting in an overall increase to cash provided by operating activities in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024 of $32.2 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.

Current wording

Cash provided by operating activities decreased $17.1 million in the first quarter of 2026, primarily as a result of the negative impact of changes in operating assets and liabilities. The negative impact of changes in operating assets and liabilities of $33.5 million primarily related to the timing of payments on accounts payable and accrued liabilities in the first quarter of 2026 as compared to the first quarter of 2025. This increase was partially offset by net income, excluding non-cash adjustments. Net income decreased $9.8 million, however, this decrease was more than offset by the positive impact of non-cash adjustments of $26.8 million (primarily representing the changes in the pre-tax unrealized losses and gains associated with the remeasurement of our investment in DPC Dash and the pre-tax realized gain associated with the sale of our fully depreciated corporate aircraft), resulting in an overall increase to cash provided by operating activities in the first quarter of 2026 as compared to the first quarter of 2025 of $17.0 million.

Previous wording

Cash used in investing activities was $6.1 million in the 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, each in the second quarter of 2025.

Current wording

Cash used in investing activities was $8.1 million in the first quarter of 2026, which primarily consisted of $15.0 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 of $7.8 million associated with the sale of our fully depreciated corporate aircraft.

Previous wording

Cash used in financing activities was $558.2 million in the three fiscal quarters of 2025. In connection with our refinancing transaction completed on September 5, 2025, we issued of $1.00 billion of new notes including $500.0 million 2025 Five-Year Notes and $500.0 million 2025 Seven-Year Notes. We used the proceeds from the issuance of the 2025 Notes, as well as $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, and we also made $3.0 million in excise tax payments related to our share repurchase programs. We also made dividend payments to our shareholders of $119.5 million. We made tax payments for the vesting of restricted stock of $10.9 million. These uses of cash were partially offset by proceeds from the exercise of stock options of $12.9 million.

Current wording

Cash used in financing activities was $88.4 million in the first quarter of 2026, which included the repurchase of approximately $75.1 million in common stock under our Board of Directors-approved share repurchase program, tax payments for the vesting of restricted stock units of $12.9 million, dividend payments of $1.5 million and repayments of principal amounts related to our finance leases and other financing obligations of $0.8 million. These uses of cash were partially offset by proceeds from the exercise of stock options of $1.9 million.

Previous wording

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.

Current wording

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 2025 Form 10-K. The Company considers its most significant accounting 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 28, 2025.

Previous wording

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 comm…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 2025 Form 10-K for the fiscal year ended December 28, 2025. 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 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, employe…

Excerpt shortened here; the source contains the full paragraph.