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DPZDomino's

Consumer discretionary · Food Distribution · Nasdaq
Employees
10,200
Headquarters
Ann Arbor, MI
CEO
Joseph Hugh Jordan
Next results
around Feb 22, 2027
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10-K 0001193125-26-062321 (2026-02-23) vs 10-K 0000950170-25-025223 (2025-02-24)

SectionCompared textWords nowChanged
Risk FactorsItem 1A11,656 8.8%
MD&AItem 78,607 20.3%
Legal ProceedingsItem 3149 not compared
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 265 words changed in this paragraph; it is 62% similar to last year's version.
We and our franchisees are subject to the Fair Labor Standards Act of 1938, as amended (the “FLSA”), which, along with the Family and Medical Leave Act, governs such matters as minimum wage and overtime requirements and other working conditions and various family leave mandates, as well as a variety of other laws enacted, or rules and regulations promulgated, by federal, state and local governmental authorities that govern these and other employment matters. We and our franchisees have experienced and expect further increases in payroll expenses as a result of government-mandated increases in the minimum wage, some specific to employees of national fast-food chains, which may be material, including as a result of California’s AB California Assembly Bill No. 1228. Enactment and enforcement of various federal, state and local laws, rules and regulations on immigration and labor organizations may adversely impact the availability and costs of labor for Domino’s and franchisees’ stores in a particular area or across the United States. In addition, third-party suppliers may be affected by higher minimum wage standards, which may increase the price of goods and services they supply to us. Such increased expenses may cause our franchisees to exit the business or cause us to reduce the number of Company-owned stores, or otherwise adversely affect the amount of royalty payments and license fees we receive. On January 12, 2020, the U.S. Department of Labor announced a final rule to update and clarify the definition of joint employer under the FLSA. Under the final rule, the general test for assessing whether a party can be deemed a joint employer would be based upon whether that party (i) hires or fires the employee; (ii) supervises and controls the employee’s work schedule or conditions of employment; (iii) determines the employee’s rate and method of payment; and (iv) maintains the employee’s employment records. In the final rule, the Department of Labor describes instances in which joint employment would not be more or less likely to be found to exist under the FLSA, which, according to the Department of Labor, includes the relationships that exist under the typical franchise business model. This rule may reduce a franchisor’s risk of liability that currently exists under the joint employer standard now in effect under the FLSA (though ultimately, the facts specific to the franchisor-franchisee model at issue would be considered when determining liability). On July 29, 2021, the Department of Labor issued a final rule rescinding the 2020 rule. The Department of Labor may revert to the more expansive interpretation of joint employer that existed prior to the adoption of the 2020 rule and/or interpretations that could result in franchisors being held liable or responsible for FLSA violations by their franchisees. The rules of the Department of Labor are separate from the joint employer standard under the NLRA or, as described above, potential liability as a joint employer under the NLRA.

Source: Item 1A, 10-K 0001193125-26-062321 vs Item 1A, 10-K 0000950170-25-025223

MD&A 174 words changed in this paragraph; it is 49% similar to last year's version.
The Notes have original scheduled principal payments of $1.18 billion in 2025, $39.3 $49.3 million in 2026, $1.31 $1.34 billion in 2027, $817.9 $836.4 million in 2028, $631.0 $647.8 million in 2029, $10.0 $495.0 million in 2030 and $912.5 2030, $927.5 million in 2031. 2031 and $470.0 million in 2032. However, in accordance with our debt agreements, the payment of principal on the outstanding senior notes 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. 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 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 our the securitized debt, and no catch-up provisions are applicable. As of the end of the fourth 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 consolidated balance sheet as of December 28, 2025. As of December 29, 2024, current portion of long-term debt included the outstanding principal amounts under the 2015 Ten-Year Notes and the 2018 7.5-Year Notes for which the anticipated repayment date was October 2025.

Source: Item 7, 10-K 0001193125-26-062321 vs Item 7, 10-K 0000950170-25-025223

Every change, by type

Sentences and paragraphs of DPZ's Risk Factors and MD&A, 10-K 2026-02-23 against 10-K 2025-02-24. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
Health epidemics or pandemics have in the past and may in the future impact macroeconomic conditions, consumer behavior, labor availability and supply chain management, as well as local operations in impacted markets.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
There also has been increased political focus, including by U.S. and foreign governmental authorities, focus on environmental sustainability matters, such as climate change, the reduction of greenhouse gases and water usage; there has also been pushback to certain ESG initiatives in recent years which could also have an adverse effect in the event we were to become a target of pushback or subject to additional regulatory measures. usage.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Additionally, as of December 28, 2025, our senior fixed rate notes have had original scheduled principal payments of $1.18 billion in 2025, $39.3 $49.3 million in 2026, $1.31 $1.34 billion in 2027, $817.9 $836.4 million in 2028, $631.0 $647.8 million in 2029, $10.0 $495.0 million in 2030 and $912.5 2030, $927.5 million in 2031. 2031 and $470.0 million in 2032.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
While the Company saw an increase in sales in certain markets, including within the U.S., at times in recent years, including higher sales related to heightened reliance on delivery and carryout businesses, future Future sales are not possible to estimate, and it is unclear what future sales will be.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
There also has been increased political focus, including by U.S. and foreign governmental authorities, on environmental sustainability matters, such as climate change, the reduction of greenhouse gases and water usage; Conversely, there has also been pushback to certain ESG initiatives in recent years which could also have an adverse effect in the event we were to become a target of pushback or subject to additional regulatory measures.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
In Further, in accordance with our debt agreements, the payment of principal on the outstanding senior notes 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes (refer to Note 3 to the consolidated financial statements) may be suspended if the Holdco Leverage Ratio for the Company is less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, each as defined in the indenture governing our the securitized debt, and no catch-up provisions are applicable.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
In accordance with our debt agreements, the payment of principal on the outstanding senior notes 2025 Five-Year Notes and 2025 Seven-Year Notes may be suspended if either the Holdco Leverage Ratio for the Company or Senior Leverage Ratio is less than or equal to 5.0x 5.5x total debt to either Consolidated Adjusted EBITDA, EBITDA or Securitized Net Cash Flow, each as defined in the indenture governing our the securitized debt, and no catch-up provisions are applicable.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Additionally, an increase in tariffs, such as the tariffs announced on February 1, 2025 on imports to the United States from Canada and Mexico, and any similar or retaliatory tariffs or trade policies, policies could disrupt and increase the costs of our supply chains and those of our master franchisees in relation to certain products that we and they source internationally.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
In the U.S., we compete primarily against regional and independent or local companies as well as national chains Pizza Hut®, Papa John’s® and Little Caesars Pizza®. Pizza® as well as regional, independent and local establishments.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Additionally, while we only have a small number of unionized employees in our international operations, certain employees of other companies in our industry have recently become unionized in the U.S.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Competition for both customers and drivers from these order and delivery aggregators and other food delivery services has substantially increased as order and delivery aggregators have grown in size and scale. scale and have diversified the food offerings available for delivery.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
As of December 29, 2024, 28, 2025, our largest international master franchisee operated 3,741 3,524 stores in 12 international markets, which accounted for approximately 26% 24% of our total international store count.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
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:

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
During 2025, we refranchised 37 U.S. Company-owned stores, primarily in Maryland, for net proceeds of $8.6 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 $4.0 million and was recorded in refranchising gain in our consolidated statements of income.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
We applied the relevant provisions of the One Big Beautiful Bill Act 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 effective tax rate.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
The proceeds from the issuance of the 2025 Notes, as well as $160.0 million of our unrestricted cash and cash equivalents, were used to (i) 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 the Company’s 2018 7.5-Year Notes, (ii) prefund a portion of the interest payable on the 2025 Notes and (iii) pay transaction fees and expenses. In connection with the 2025 Refinancing, we capitalized $15.4 million of debt issuance costs, which are being amortized into interest expense over the five and seven-year expected terms of the 2025 Notes. Additional information related to the 2025 Refinancing is included in Note 3 to our consolidated financial statements.

Read it in 10-K 2026-02-23 at sec.gov ↗

RemovedMD&A
(1) 2024 fiscal year figure excludes the impact of the Russia market. Including the impact of the Russia market, international stores retail sales growth, excluding foreign currency impact, was 6.1%.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
(2) 2024 fiscal year figure excludes the impact of the Russia market. Including the impact of the Russia market, total global retail sales growth, excluding foreign currency impact, was 5.7%.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
On August 21, 2023, our master franchisee that owned and operated Domino’s Pizza® stores in Russia announced its intent to file for bankruptcy with respect to the stores in that market. Therefore, as of August 21, 2023, we have considered the stores in the Russia market to be closed and they are excluded from our ending store count as of the end of the third quarter of 2023. We have presented our statistical measure of global retail sales growth, excluding foreign currency impact for fiscal 2024 excluding the retail sales from the Russia market from the 2023 retail sales base. We believe the impact of the Russia market on our statistical measure of global retail sales growth, excluding foreign currency impact for the other periods presented was immaterial. We believe the impact of the Russia market on our statistical measure of same store sales growth for the periods presented was immaterial, and we also believe the impact of the Russia market on our consolidated statements of income related to international franchise royalties and fee revenues and general and administrative expenses for the periods presented was immaterial. We have not received any royalties and fees from the operations of the Russia market subsequent to the Russian invasion of Ukraine in February 2022.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
The anticipated repayment date for each of the 2018 7.5-Year Notes and the 2015 Ten-Year Notes is October 2025 and accordingly, the outstanding principal amounts for these notes have been classified as current portion of long-term debt in the consolidated balance sheet as of December 29, 2024. We expect to refinance the 2018 7.5-Year Notes and the 2015 Ten-Year Notes prior to the anticipated repayment date. If we do not refinance the 2018 7.5-Year Notes and the 2015 Ten-Year Notes prior to the anticipated repayment date, additional interest of at least 5% per annum will accrue and our cash flows other than technology fees and a weekly management fee to cover certain general and administrative expenses would be directed to the repayment of the securitized debt.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
In the past three years, we have spent approximately $305.5 million on capital expenditures. In 2024, we spent $112.9 million on capital expenditures which primarily related to investments in our technology initiatives, supply chain centers and corporate store operations. We did not have any material commitments for capital expenditures as of December 29, 2024.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
Fiscal Year Ended (In millions) December 29, 2024 December 31, 2023 Cash flows provided by (used in): Net cash provided by operating activities $ 624.9 $ 590.9 Net cash used in investing activities (31.2) (106.9) Net cash used in financing activities (532.2) (476.4) Effect of exchange rate changes on cash (2.2) 0.3 Change in cash and cash equivalents, restricted cash and cash equivalents $ 59.3 $ 7.9

Read it in 10-K 2025-02-24 at sec.gov ↗

RewordedMD&A
The notes consist of $850.0 $500.0 million Series 2021-1 2.662% 2025-1 4.930% Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated term repayment date of 7.5 years July 2030 (the “2021 7.5-Year “2025 Five-Year Notes”) and $1.0 billion $500.0 million Series 2021-1 3.151% 2025-1 5.217% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated term repayment date of 10 years July 2032 (the “2021 Ten-Year Notes”, and, “2025 Seven-Year Notes,” and collectively with the 2021 7.5-Year 2025 Five-Year Notes, the “2021 Notes”). “2025 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Revenues from U.S. franchise advertising increased $36.7 $49.6 million, or 7.7%, 9.7%, in 2024 2025 primarily due to a decrease in advertising incentives, higher same store sales and sales, an increase in the average number of U.S. franchised stores open during the period resulting from net store growth, as well as growth and 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% which began in the second quarter of 2023. 5.75%.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Net Additionally, net income increased $65.1 $17.5 million and non-cash adjustments increased $17.5 million, $33.8 million (primarily representing the changes in the total net realized and unrealized losses and gains associated with the remeasurement of the Company’s investment in DPC Dash and changes in deferred income taxes), resulting in an overall increase to cash provided by operating activities in 2024 2025 as compared to 2023 2024 of $82.6 $51.3 million.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
The increase in supply chain revenues was primarily attributable to higher order volumes, as well as volumes and an increase in the Company’s our food basket pricing to stores. 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 in 2024.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
These increases were partially offset Cash provided by operating activities increased $167.2 million in 2025 primarily as a result of the negative positive impact of changes in operating assets and liabilities totaling $94.4 of $98.2 million, primarily related to the timing of vendor payments on accrued liabilities, income taxes and accounts payable in 2024 2025 as compared to 2023. 2024.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Additionally, a $45.8 million The positive impact of changes change in advertising fund assets and liabilities, restricted, restricted of $17.7 million in 2024 2025 as compared to 2023 2024 also contributed to the increase in cash provided by operating activities and was a result of driven by receipts for advertising contributions outpacing payments for advertising activities.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
We recorded a total net adjustment negative and positive adjustments to the net carrying amount of our investment in DPC Dash of $2.5 million and $22.1 million in 2025 and $17.7 million in 2024 and 2023, 2024, respectively, with the net realized and unrealized losses and gains recorded in other expense and other income in our consolidated statements of income. income, respectively.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
The Notes have original scheduled principal payments of $1.18 billion in 2025, $39.3 $49.3 million in 2026, $1.31 $1.34 billion in 2027, $817.9 $836.4 million in 2028, $631.0 $647.8 million in 2029, $10.0 $495.0 million in 2030 and $912.5 2030, $927.5 million in 2031. 2031 and $470.0 million in 2032.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Provision for income taxes increased $4.7 $30.6 million, or 3.5%, 22.2%, in 2024 2025 due to a higher effective tax rate, as well as an increase in income before the provision for income taxes, partially offset by a lower effective tax rate. taxes.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
However, in accordance with our debt agreements, the payment of principal on the outstanding senior notes 2025 Notes may be suspended if our either the Holdco Leverage Ratio or Senior Leverage Ratio is less than or equal to 5.0x 5.5x total debt to either Consolidated Adjusted EBITDA, EBITDA or Securitized Net Cash Flow, each as defined in the indenture governing our the securitized debt, and no catch-up provisions are applicable.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
U.S. stores Segment Income increased $44.4 $10.0 million, or 8.5%, 1.8%, in 2024, 2025, primarily due to higher U.S. franchise royalties and fees revenues, revenues as well as discussed above, but this increase was partially offset by the $4.4 million increase decrease in U.S.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Consolidated revenues increased $227.1 $233.6 million, or 5.1%, 5.0%, in 2024 2025 primarily due primarily to higher supply chain revenues, higher global U.S. franchise advertising revenues and higher U.S. franchise royalties and fees and higher advertising revenues. fees.

Read it in 10-K 2026-02-23 at sec.gov ↗

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