Domino's Pizza (DPZ) 10-K risk factor changes: FY2024 vs FY2023

For a business as large and globally diverse as [removed: the Company,] [added: Domino’s,] a wide range of factors could materially affect future developments and performance.

We [added: have and] may [added: continue to] experience increased competition from existing or new companies in the delivery and carryout pizza categories, in addition to competition from order and delivery aggregators both in the pizza category and more broadly, that may create [removed: increasing] [added: further] pressures to grow our business in order to maintain our market share.

consumer [removed: tastes;][added: tastes and perceptions;]

marketing, advertising and pricing, including both price increases and [removed: discounting;][added: discounting, and publicity;]

We compete within the food service market and the QSR market not only for customers, but also for management and [removed: hourly] employees, including store team members, drivers and qualified franchisees, as well as suitable real estate sites.

We and our franchisees have faced [removed: an increasingly] [added: at times a] competitive labor market in recent [removed: years due to labor shortages and increased turnover at times resulting in part from the COVID-19 pandemic] [added: years,] which caused us and our [removed: franchisees to] [added: franchisees,] in certain [removed: cases] [added: cases, to] make operational changes and delay store [removed: openings] [added: openings,] which could ultimately impact our growth and competitive position.

While the Company saw an increase in sales in certain markets, including within the U.S., at times [removed: during the COVID-19 pandemic,] [added: in recent years,] including higher sales related to heightened reliance on delivery and carryout businesses, future sales are not possible to estimate, and it is unclear what [added: future] sales will [removed: be as consumer behavior and general economic and business activity move on from the COVID-19 pandemic.][added: be.]

While substantially all U.S. franchisees purchased [removed: food, equipment] [added: food] and [removed: supplies] [added: other products] from us [added: and our suppliers] in [removed: 2023,] [added: 2024,] U.S. franchisees are not required to purchase [removed: food, equipment or supplies] [added: food and other products] from [removed: us] [added: us,] and they may choose to purchase from outside suppliers.

If we are unable to maintain our competitive position, we could experience downward pressure on prices, lower demand for [removed: our] products, reduced margins, loss of management or [removed: hourly] employees, reduced service levels, disruption in our supply chain, the inability to take advantage of new business [removed: opportunities] [added: opportunities, store closures] and the loss of market share, all of which would have an adverse effect on our operating results and could cause our stock price to decline.

A significant component of our [added: Hungry for MORE] growth strategy includes the opening of new U.S. (both Company-owned as well as franchised stores) and international franchised [removed: stores.][added: stores to generate more global retail sales and ultimately increase operating income.]

Our failure to add new stores [added: or closures of existing stores] would [added: impact global retail sales and] adversely affect our ability to increase revenues and operating income.

Another component of our growth strategy also involves our [removed: recent entry into] [added: participation on] the third-party order aggregator marketplace.

This [removed: new] avenue for sales may prove to be unsuccessful and sales may not meet our expectations.

[removed: Given the present inflationary environment, which we anticipate may continue,] [added: In recent years,] there [removed: has] [added: have] been and may continue to be significant increases in food costs and labor costs, which have impacted and could further impact our profitability and that of our franchisees and which could impact the opening of new U.S. and international franchised [removed: stores] [added: stores, lead to store closures] and adversely affect our operating results.

Health epidemics or pandemics [removed: – such as the global outbreak of COVID-19 in early 2020 –] 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.

Labor shortages and increased turnover rates [removed: within] [added: for] our team members and [removed: the employees] [added: those] of our franchisees [added: in recent years] have led to and could in the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain team members and could negatively affect our and our franchisees’ ability to efficiently operate our respective businesses and result in a negative impact on service and customer experience.

Most ingredients used in our pizza, particularly cheese, are subject to significant price fluctuations as a result of seasonality, weather, demand and other [removed: factors.][added: factors and we have experienced increased volatility in prices for some ingredients in recent years.]

[removed: Cheese] [added: Cheese, in particular,] is a significant cost to us, representing approximately 25% of the [removed: market] [added: food] basket purchased by our Company-owned stores.

For example, labor and regulatory compliance costs could be adversely impacted as a result of California Assembly Bill No. 1228 (AB 1228), which [removed: was signed into law in September 2023 and which will raise] [added: raised] the minimum wage for employees of restaurants that are part of a national fast food chain effective April 1, 2024.

The increased labor costs at franchised restaurants in California could impact their profitability and the desire to open new stores or renew the franchise agreements for existing stores and result in [added: additional] price increases, which could impact demand for our products or lead to operational changes.

[added: 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.] If a significant portion of our or our franchisees’ employees were to become unionized, our and our franchisees’ labor costs could increase and our business could be negatively affected by other union requirements that increase costs, disrupt our business, reduce flexibility and impact employee culture.

We have in the past experienced disruptions within our supply chain resulting from, among other things, capacity, volume, systems, [removed: staffing, operational] [added: staffing] and [removed: COVID-19-related] [added: operational] challenges and may experience such supply chain disruptions again in the future, which could materially and adversely affect our business and operational results.

Moreover, because we are primarily dependent on a single product, if consumer demand for pizza should decrease, our business would suffer more than if we had a more diversified [removed: menu, as many other food service businesses do,] [added: menu] and the QSR pizza category may also not grow as quickly as other categories within the food service industry.

If we are not able to respond to these changes, or our competitors respond to these changes more effectively than us, our [removed: business and] operating results could be adversely affected.

Reports, whether true or not, of product contamination, food-borne illnesses and injuries caused by food tampering have in the past severely injured the reputations [added: and operating results] of participants in the QSR market and could in the future as well.

If such an event [removed: was] [added: were] to occur, we may not be able to respond to it quickly and effectively.

In the U.S., we operate 22 regional dough manufacturing and supply chain centers, two thin crust manufacturing [removed: facilities,] [added: facilities and] one vegetable processing center [removed: and one center providing equipment and supplies] to our U.S. and certain international stores.

[removed: Our inability] [added: If we were to be unable] or [removed: failure] [added: fail] to recognize, respond to and effectively manage the accelerated impact of social media [added: or become the subject of a boycott, our business] could [added: be] adversely [removed: impact our business.][added: impacted.]

[removed: Beginning on] [added: From] March 27, [removed: 2023,] [added: 2023 through March 24, 2024,] the Company effectuated a temporary reduction of 0.25% to its standard 6.0% advertising [removed: contribution, which will expire on March 24, 2024.][added: contribution.]

The lack of continued financial support for advertising activities [added: or a limitation on our ability to advertise certain offers] could significantly curtail our marketing efforts, which may in turn affect our business and our operating results.

While we do not have long-term employment agreements with our executive officers, for all of our executive officers we have non-compete and non-solicitation agreements that extend for 24 months following the termination of such executive officer’s [removed: employment, although the FTC has proposed a new rule that would ban the use of non-compete agreements.][added: employment.]

Our success will also continue to depend on our ability to attract and retain qualified personnel to operate our stores, dough manufacturing and supply chain [removed: centers] [added: centers, corporate offices] and international operations.

Our earnings and business growth strategy depend on the success of our franchisees, and we may be harmed by actions taken by our franchisees, or employees of our franchisees, [removed: that] [added: which] are outside of our control.

As of December [removed: 31, 2023,] [added: 29, 2024,] we had [removed: 735] [added: 751] independent U.S. franchisees operating [removed: 6,566] [added: 6,722] U.S. stores.

As of that same date, 22 of these franchisees each owned and operated more than 50 U.S. stores, including our largest U.S. franchisee who owned and operated [removed: 143 stores] [added: 158 stores,] and the average U.S. franchisee owned and operated approximately nine stores.

As of December [removed: 31, 2023,] [added: 29, 2024,] our largest international master franchisee operated [removed: 3,840] [added: 3,741] stores in 12 markets, which accounted for approximately [removed: 28%] [added: 26%] of our total international store count.

Third-party business processes we utilize include information technology, gift card authorization and processing, [removed: other] payment processing, benefits, and other accounting and business services.

The rapid evolution and increased adoption of [removed: artificial intelligence] [added: AI] technologies amplifies these concerns.

[removed: The recent increase] [added: Increases] in remote working could also exacerbate certain risks to our business, including an increased risk of cyber incidents and improper dissemination of personal or confidential information.

There is also a potential heightened risk of cyber security incidents as a result of geopolitical events outside of our [removed: control, such as the ongoing Russia-Ukraine conflict.][added: control.]

We may not be able to execute our strategy to achieve our planned growth targets.

This strategy could also result in store closures if executed too rapidly, as seen in certain international markets in recent years.

Our net store growth figures could also be impacted by higher closure rates.

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, 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.

The use of these AI solutions may expose us to additional risks and expenses, including, for example, if we were to incorporate AI technologies which we become dependent on or fail to adopt AI in a timely or effective manner.

We have established significant commitments on greenhouse gas emissions and in October 2024 our near-term and net zero targets were approved by the Science Based Targets initiative (SBTi).

It is uncertain how the policy priorities and initiatives of the new administration may impact the federal laws and regulations to which we are subject, and we are not able to predict the impact such changes may have on our business.

Laws targeting hidden fees and how businesses may advertise and/or market prices to consumers have been enacted in jurisdictions that include California and Minnesota, and these laws could impact our advertising, including advertising for our national offers.

our performance versus expectations of securities analysts or investors or against our guidance metrics;

While there historically has been some level of ordinary course turnover of employees, the COVID-19 pandemic and its effects exacerbated labor shortages and increased turnover in recent years.

For example, we have experienced increased volatility in prices for some ingredients in recent years.

Additionally, while we do not currently have any unionized employees, certain employees of other companies in our industry have recently become unionized.

The use of these AI solutions may expose us to additional risks and expenses.

The SEC has included in its regulatory agenda proposed rulemaking on climate change disclosures that, if adopted, could significantly increase compliance burdens and associated regulatory costs and the complexity of the regulatory framework.

Term SOFR is a relatively new index that is administered by the Federal Reserve Bank of New York (the “New York Fed”).

incur liens; and

In October 2023, the FTC proposed a rule targeting misleading and hidden fees and how businesses may advertise and market prices to consumers; a law addressing hidden fees will take effect in California starting July 1, 2024 after Senate Bill No. 478 was signed into law.

The ultimate scope of these rules and laws is currently unknown, but could be determined to apply to restaurants and fees such as delivery fees, service charges or surcharges that could impact the way we advertise to consumers.

In this section, we discuss the results of our operations for the fiscal year ended December [removed: 31, 2023] [added: 29, 2024] compared to the fiscal year ended [removed: January 1,] [added: December 31,] 2023.

For a discussion of the fiscal year ended [removed: January 1,] [added: December 31,] 2023 compared to the fiscal year ended January [removed: 2, 2022,] [added: 1, 2023,] please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended [removed: January 1,] [added: December 31,] 2023.

Domino’s is the largest pizza company in the world with more than [removed: 20,500] [added: 21,300] locations in over 90 markets around the world as of December [removed: 31, 2023,] [added: 29, 2024,] and operates two distinct service models within its stores, with a significant business in both delivery and carryout.

We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of December [removed: 31, 2023.][added: 29, 2024.]

We also generate revenues and earnings by selling [removed: food, equipment] [added: food] and [removed: supplies] [added: 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 [removed: United States.][added: U.S. Franchisees profit by selling pizza and other complementary items to their local customers.]

It can also yield significant cash flows to us, through a consistent franchise royalty payment and supply chain revenue stream, [removed: with moderate capital expenditures.][added: through an asset-light model.]

We [added: actively] monitor both of these [removed: metrics very closely,] [added: metrics,] as they directly impact our revenues and profits, and we strive to consistently increase both metrics.

There were no triggering events in [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021,] [added: 2022,] and accordingly, we did not record any impairment losses on long-lived assets in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

We are generally responsible for up to [removed: $2.0] [added: $1.0] million per occurrence under these retention programs for workers’ compensation and [added: up to $2.0 million per occurrence under these retention programs for] general liability, depending on policy year and line of coverage.

A 10% change in our casualty insurance liability at December [removed: 31, 2023] [added: 29, 2024] would have affected our income before provision for income taxes by approximately [removed: $5.6] [added: $5.1] million in [removed: 2023.][added: 2024.]

We had accruals for casualty insurance reserves of [removed: $56.3] [added: $50.7] million and [removed: $57.6] [added: $56.3] million at December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023, respectively.

The U.S. Federal statutory income tax rate was 21% in each of [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

Our Federal income tax provision calculated based on the Federal statutory rate was [removed: $137.0] [added: $151.7] million, [removed: $120.3] [added: $137.0] million and [removed: $131.4] [added: $120.3] million in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023, we had total foreign tax credits of [removed: $16.8] [added: $21.0] million and [removed: $13.5] [added: $16.8] million, respectively, each of which were fully offset with a corresponding valuation allowance.

We also had valuation allowances related to interest deductibility in separately filed states of $1.4 million and [removed: $1.5] [added: $1.4] million as of December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023, respectively.

Fiscal [removed: 2023] [added: 2024] Highlights

[added: MORE Sales:] Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores [removed: worldwide)] [added: worldwide),] increased [removed: 5.4%] [added: 5.9%] as compared to [removed: 2022.][added: 2023.]

U.S. retail sales increased [removed: 3.1%] [added: 5.3%] and international retail sales, excluding foreign currency impact, increased [removed: 7.7%, each] [added: 6.5%,] as compared to [removed: 2022.][added: 2023.]

Same store sales increased [removed: 1.6%] [added: 3.2%] in our U.S. stores and increased [removed: 1.7%] [added: 1.6%] in our international [removed: stores, excluding] [added: stores (excluding] foreign currency [removed: impact.][added: impact).]

[added: MORE Stores:] Global net [removed: stores grew by 711 net] [added: store growth of 775] stores, including [removed: 168] [added: 160] net store openings in the U.S. and [removed: 543] [added: 615] net store openings internationally.

[added: MORE Profits:] Income from operations increased [removed: 6.7%.][added: 7.3%.]

Excluding the negative impact of foreign currency, Domino’s experienced global retail sales growth during [removed: 2023,] [added: 2024,] driven by [removed: global net] [added: same] store [added: sales] growth and [removed: same] [added: net] store [removed: sales] growth in both our U.S. and international businesses.

These [removed: factors] [added: factors, as well as gross margin dollar improvement within supply chain driven primarily by procurement productivity,] also contributed to an increase in income from operations.

Overall, we believe our global retail sales [removed: growth (excluding] [added: growth, excluding] foreign currency [removed: impact), emphasis on technology, operations and] [added: impact,] marketing initiatives, [added: operations and emphasis on technology] have combined to strengthen our brand.

We review comparable industry global retail sales information to assess business trends and to track the growth of the Domino’s Pizza [removed: brand] [added: brand,] and [added: we believe they] are indicative of the financial health of [removed: the] [added: our] franchisee base.

As a result, sales by Domino’s franchisees have a direct effect on [removed: the Company’s] [added: our] profitability.

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| U.S. stores | | $ | [removed: 9,026.1] [added: 9,500.1] | | | $ | [removed: 8,751.7] [added: 9,026.1] | | | $ | [removed: 8,641.4] [added: 8,751.7] | |

| International stores | | | [removed: 9,249.7] [added: 9,624.1] | | | | [removed: 8,788.2] [added: 9,249.7] | | | | [removed: 9,137.5] [added: 8,788.2] | |

| Total | | $ | [removed: 18,275.8] [added: 19,124.2] | | | $ | [removed: 17,539.9] [added: 18,275.8] | | | $ | [removed: 17,779.0] [added: 17,539.9] | |

Global Retail Sales [removed: Growth (excluding foreign currency impact)][added: Growth, Excluding Foreign Currency Impact]

Global retail sales [removed: growth (excluding] [added: growth, excluding] foreign currency [removed: impact)] [added: impact] is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance.

| U.S. stores | | | \+ [removed: 3.1%] [added: 5.3%] | | | | \+ [removed: 1.3%] [added: 3.1%] | | | | \+ [removed: 4.3%] [added: 1.3%] | |

| International stores (excluding foreign currency impact) (1) | | | \+ [removed: 7.7%] [added: 6.5%] | | | | \+ [removed: 6.3%] [added: 7.7%] | | | | \+ [removed: 13.9%] [added: 6.3%] | |

| Total (excluding foreign currency impact) (2) | | | \+ [removed: 5.4%] [added: 5.9%] | | | | \+ [removed: 3.9%] [added: 5.4%] | | | | \+ [removed: 8.9%] [added: 3.9%] | |

| (1) | | [removed: Fiscal 2023 figures exclude] [added: 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 [removed: 7.3% for fiscal 2023.] [added: 6.1%.] |

| (2) | | [removed: Fiscal 2023 figures exclude] [added: 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 [removed: 5.2% for fiscal 2023.] [added: 5.7%.] |

Same store sales growth is calculated for a given period by including only [removed: retail] sales from stores that also had sales in the comparable weeks of both periods.

| | | [added: 2024 | | | |] 2023 | | [added: | |] 2022 | | [removed: 2021] |

| U.S. Company-owned stores | | \+ [removed: 5.4%] [added: 3.5%] | | [removed: (2.6)%] [added: \+ 5.4%] | | [removed: (3.6)%] [added: (2.6)%] |

We also have a global agreement with Uber Technologies, Inc. to allow customers to order Domino’s products through their marketplace.

The increase in U.S. same store sales was primarily driven by higher orders resulting from our Domino’s Rewards loyalty program and other national offers, as well as from Uber’s order aggregation marketplace.

| Openings | | | 7 | | | | 159 | | | | 166 | | | | 868 | | | | 1,034 | |

| Closings | | | (1 | ) | | | (5 | ) | | | (6 | ) | | | (253 | ) | | | (259 | ) |

| Transfers | | | (2 | ) | | | 2 | | | | — | | | | — | | | | — | |

| Store count at December 29, 2024 | | | 292 | | | | 6,722 | | | | 7,014 | | | | 14,352 | | | | 21,366 | |

| Fiscal 2024 net store growth | | | 6 | | | | 154 | | | | 160 | | | | 615 | | | | 775 | |

2024 compared to 2023

| | | 2024 | | | | | | | | 2023 | | | | | | |

Consolidated revenues increased $227.1 million, or 5.1%, in 2024 due primarily to higher supply chain revenues, higher global franchise royalties and fees and higher advertising revenues.

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

| | | 2024 | | | | | | | | 2023 | | | | | | |

Revenues from U.S. Company-owned store operations increased $17.7 million, or 4.7%, in 2024 primarily due to higher same store sales and net store growth.

Revenues from U.S. franchise royalties and fees increased $33.3 million, or 5.5%, in 2024 primarily due to higher same store sales and net store growth.

Additionally, U.S. franchise royalties and fees benefited from an increase in digital transactions which resulted in an increase in fees paid by our franchisees for the use of our technology platforms, but this increase was partially offset by a net $0.04 decrease in the digital per transaction technology fee to $0.355 effectuated as of March 25, 2024.

Revenues from U.S. franchise advertising increased $36.7 million, or 7.7%, in 2024 primarily due to higher same store sales and 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% which began in the second quarter of 2023.

Supply chain revenues increased $130.8 million, or 4.8%, in 2024 due primarily to higher order volumes, as well as 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, as well as the transition of our equipment and supplies business to a third-party supplier.

Our food basket pricing to stores increased 1.4% during 2024, which resulted in an estimated $34 million increase in supply chain revenues.

| | | 2024 | | | | | | | | 2023 | | | | | | |

| Total revenues | | $ | 4,706.4 | | | | 100.0 | % | | $ | 4,479.4 | | | | 100.0 | % |

We generally update our supply chain gross margin structure on an annual basis.

| | | 2024 | | | | | | | | 2023 | | | | | | |

Food costs decreased 0.1 percentage points to 29.0% in 2024.

Labor costs decreased 0.3 percentage points to 31.3% in 2024 due to labor cost improvements as a result of store level productivity and sales leverage driven by higher order counts.

These improvements in labor cost were partially offset by higher wage rates in our U.S. Company-owned stores.

| | | 2024 | | | | | | | | 2023 | | | | | | |

As a percentage of supply chain revenues, supply chain gross margin increased 0.9 percentage points in 2024.

These changes in gross margin as a percentage of revenues are discussed in additional detail below.

Food costs decreased 1.1 percentage points to 71.3% in 2024 driven primarily by procurement productivity.

The increase in the commodity costs within our food basket sold to stores partially offset this improvement.

Other income was $22.1 million and $17.7 million in 2024 and 2023, respectively, representing the net realized and unrealized gains on our investment in DPC Dash.

The lower effective tax rate in 2024 was driven by a 2.6 percentage point favorable change in the impact of excess tax benefits from equity-based compensation, which is recorded as a reduction to the provision for income taxes.

Lower foreign derived intangible income deductions partially offset the decrease in the effective tax rate.

| | | 2024 | | | | 2023 | | |

The increase in international franchise Segment Income was partially offset by travel expenses for our Worldwide Rally that takes place every two years.

As of December 29, 2024, we had negative working capital totaling $904.4 million, which primarily included $1.14 billion of current portion of long-term debt associated with our 2018 7.5-Year Notes and 2015 Ten-Year Notes (each as defined below) for each of which the anticipated repayment date is October 2025.

*2021 Variable Funding Notes*

Additional information related to our 2021 Variable Funding Notes is included in Note 3 to our consolidated financial statements.

Gross proceeds from the issuance of the 2019 Notes were $675.0 million.

Franchisees profit by selling pizza and other complementary items to their local customers.

Excluding the closure of the Russia market as discussed below, global net stores grew by 870.

Global retail sales growth, excluding foreign currency impact, in 2021 reflects the impact of the 53rd week in 2020.

The increase in international same store sales in 2023 was attributable to a higher average ticket per transaction across our international markets.

Net store growth during fiscal 2023 reflects the closure of the remaining 159 net stores in the Russia market.

| Store count at January 3, 2021 | | | 363 | | | | 5,992 | | | | 6,355 | | | | 11,289 | | | | 17,644 | |

| Openings | | | 13 | | | | 201 | | | | 214 | | | | 1,094 | | | | 1,308 | |

| Closings | | | (1 | ) | | | (8 | ) | | | (9 | ) | | | (95 | ) | | | (104 | ) |

The 2023 global retail sales growth measures excluding the Russia market are calculated as the growth in retail sales excluding the retail sales from the Russia market from both 2023 retail sales and the 2022 retail sales base.

| | | 2023 | | | | | | | | 2022 | | | | | | |

Consolidated revenues decreased $57.8 million, or 1.3%, in 2023 due primarily to lower U.S. Company-owned store revenues as a result of the refranchising of 114 U.S. Company-owned stores in the fourth quarter of 2022 (“the 2022 Store Sale”) as well as lower supply chain revenues primarily due to a shift in the relative mix of the products we sell.

Additionally, U.S. franchise advertising revenues decreased as a result of a temporary reduction of 0.25% to the standard 6.0% advertising contribution which was effectuated on March 27, 2023, as well as an increase in advertising incentives related to certain brand promotions.

These decreases were partially offset by higher U.S. franchise royalties and fees revenues primarily due to an increase in fees paid by our franchisees for the use of our technology platforms, an increase in the average number of U.S. franchised stores open during the period resulting from net store growth and the 2022 Store Sale as well as higher same store sales.

Revenues from U.S. Company-owned store operations decreased $69.6 million, or 15.6%, in 2023 primarily due to a decrease in the average number of U.S. Company-owned stores open during the period resulting from the 2022 Store Sale, but this decrease was partially offset by higher same store sales.

Revenues from U.S. franchise royalties and fees increased $48.6 million, or 8.7%, in 2023 primarily due to an increase in fees paid by our franchisees for the use of our technology platforms, an increase in the average number of U.S. franchised stores open during the period resulting from net store growth and the 2022 Store Sale as well as higher same store sales.

Revenues from U.S. franchise advertising decreased $12.1 million, or 2.5%, in 2023 primarily due to a temporary reduction of 0.25% to the standard 6.0% advertising contribution effectuated on March 27, 2023 as well as an increase in advertising incentives related to certain brand promotions.

The Company recorded approximately $14.5 million more in advertising incentives related to certain brand promotions in 2023 as compared to 2022.

These decreases were partially offset by an increase in the average number of U.S. franchised stores open during the period as a result of net store growth and the 2022 Store Sale as well as higher same store sales.

Supply chain revenues decreased $39.7 million, or 1.4%, in 2023 due primarily to a shift in the relative mix of the products we sell.

Our market basket pricing to stores decreased 0.5% during 2023 which did not have a significant impact on supply chain revenues.

The negative impact of changes in foreign currency exchange rates of approximately $5.8 million in 2023 partially offset the increases in international franchise royalties and fees.

Food costs decreased 2.3 percentage points to 29.1% in 2023 driven primarily by the decrease in the market basket pricing to stores as well as improved sales leverage resulting from increases in menu and national offer pricing.

As a percentage of supply chain revenues, the supply chain gross margin increased 1.3 percentage points in 2023, primarily due to lower food cost as a result of procurement productivity.

This improvement in supply chain gross margin as a percentage of supply chain revenues was partially offset by higher labor costs as a percentage of supply chain revenues.

Refranchising Loss/Gain

During 2023, we refranchised one U.S. Company-owned store for proceeds of less than $0.1 million.

The pre-tax refranchising loss associated with the sale of the related assets and liabilities, including goodwill, was approximately $0.1 million and was recorded in refranchising loss in our consolidated statements of income.

During 2022, we completed the 2022 Store Sale in which we refranchised 114 U.S. Company-owned stores in Arizona and Utah for proceeds of $41.1 million.

In connection with the 2022 Store Sale, we recorded a $21.2 million pre-tax refranchising gain on the sale of the related assets and liabilities, including a $4.3 million reduction in goodwill.

We did not record any adjustments to the carrying amount in fiscal 2022.

The lower effective tax rate in 2023 was driven primarily by higher foreign tax credits.

This decrease in the effective tax rate was partially offset by the release of certain unrecognized tax benefits related to one of our foreign subsidiaries during 2022 that did not recur in 2023 and a higher proportion of non-deductible expenses associated with covered officer compensation in 2023 as compared to 2022.

Other Segment Income primarily includes corporate administrative costs that are not allocable to a reportable segment, including labor, computer expenses, professional fees, travel and entertainment, rent, insurance and other corporate administrative costs.

In the first quarter of 2023, we changed our allocation methodology for certain costs which support certain internally developed software used across our franchise system.

The change in allocation methodology of certain software development costs resulted in an estimated increase in U.S. stores Segment Income of $65.7 million, an estimated increase in international franchise Segment Income of $8.9 million and an estimated decrease in other Segment Income of $74.6 million in 2023.

The change in allocation methodology of certain software development costs had no impact on revenues, supply chain Segment Income or total Segment Income.

| | | 2023 | | | | 2022 | | |

| Other | | | (86.9 | ) | | | (26.0 | ) |

These increases were partially offset by the $6.3 million decrease in U.S. Company-owned store gross margin, as discussed above.

*Other*

In connection with the recapitalizations of our business, we have issued fixed rate notes and entered into variable funding notes, and, at December [removed: 31, 2023,] [added: 29, 2024,] we are exposed to interest rate risk on borrowings under our variable funding notes.

As of December [removed: 31, 2023,] [added: 29, 2024,] we did not have any outstanding borrowings under our 2022 and 2021 Variable Funding Notes.

Our fixed-rate debt exposes [removed: the Company] [added: us] 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.

Approximately [removed: 6.9%] [added: 6.8%] of our total revenues in [removed: 2023, 6.5%] [added: 2024, 6.9%] of our total revenues in [removed: 2022] [added: 2023] and [removed: 6.8%] [added: 6.5%] of our total revenues in [removed: 2021] [added: 2022] were derived from our international franchise segment, a majority of which were denominated in foreign currencies.

A hypothetical 10% adverse change in the foreign currency rates for our international markets would have resulted in a negative impact on international franchise royalty and fee revenues of approximately [removed: $27.4] [added: $28.2] million in [removed: 2023.][added: 2024.]

As of December 29, 2024, 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.

Domino’s is the largest pizza company in the world with more than [removed: 20,500] [added: 21,300] locations in over 90 markets around the world as of December [removed: 31, 2023,] [added: 29, 2024,] and operates two distinct service models within its stores, with a significant business in both delivery and carryout.

We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of December [removed: 31, 2023.][added: 29, 2024.]

We also generate revenues and earnings by selling [removed: food, equipment] [added: food] and [removed: supplies] [added: 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 [removed: United States.][added: U.S. Franchisees profit by selling pizza and other complementary items to their local customers.]

These master franchisees are charged with developing their geographical area, and they may profit by sub-franchising and selling food and [removed: equipment] [added: other products] to those sub-franchisees, as well as by running pizza stores.

It can also yield significant cash flows to us, through a consistent franchise royalty payment and supply chain revenue stream, [removed: with moderate capital expenditures.][added: through an asset-light model.]

[removed: We recently announced our] [added: Our] Hungry for MORE strategy [removed: aimed at generating] [added: aims to generate] MORE sales, MORE stores and MORE profits.

*Most Delicious Food:* We believe we have the best pizza in the industry, and our menu has even more mouthwatering options beyond [removed: pizza, including Domino’s Loaded Tots, stuffed cheesy breads, wings, boneless chicken, pastas, oven-baked sandwiches, dips, soft drink products and desserts.][added: pizza.]

*Operational Excellence:* We are relentless in our focus on convenience, consistency and efficiency for [removed: both] our [removed: and our franchisees’] customers.

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

From [removed: 2018] [added: 2019] through [removed: 2023,] [added: 2024,] the U.S. QSR pizza category has grown from [removed: $37.5] [added: $37.6] billion to [removed: $41.3] [added: $42.1] billion.

It is the second-largest category, by sales, within the [removed: $349.9] [added: $358.4] billion U.S. QSR sector.

Delivery segment dollars of [removed: $16.5] [added: $16.9] billion in [removed: 2023] [added: 2024] (up from [removed: $14.0] [added: $13.9] billion in [removed: 2018)] [added: 2019)] account for approximately 40% of total U.S. consumer spend at pizza QSRs.

From [removed: 2018] [added: 2019] to [removed: 2023,] [added: 2024,] the carryout segment grew from [removed: $16.9] [added: $17.3] billion to [removed: $20.2] [added: $20.5] billion.

(Source: Circana, CREST, year ending December [removed: 2023).][added: 2024).]

We believe that demand for pizza delivery and pizza carryout is large and growing [removed: throughout the world,] [added: globally,] driven by international consumers’ increasing emphasis on convenience, and is supported by our proven success of [added: more than] 40 years of conducting business abroad.

No customer accounted for more than 10% of our total consolidated revenues in [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

As of December [removed: 31, 2023,] [added: 29, 2024,] our largest franchisee based on store count, Domino’s Pizza Enterprises (DMP: ASX), operated [removed: 3,840] [added: 3,741] stores in 12 international markets, which accounted for approximately [removed: 28%] [added: 26%] of our international store count and [removed: 19%] [added: 18%] of our global store count.

Revenues from this master franchisee accounted for [removed: 1.7%] [added: 1.5%] of our consolidated revenues in [removed: 2023.][added: 2024.]

Many of these stores offer casual seating and enable customers to watch the preparation of their orders, but [added: in the U.S. and many international markets,] do not offer a full-service dine-in experience.

During [removed: 2023,] [added: 2024,] our U.S. stores segment accounted for [removed: $1.45] [added: $1.54] billion, or [removed: 32%,] [added: 33%,] of our consolidated revenues.

Our U.S. stores segment is comprised primarily of our franchise operations, which consisted of [removed: 6,566] [added: 6,722] franchised stores located in the [removed: United States] [added: U.S.] as of December [removed: 31, 2023.][added: 29, 2024.]

We also operated a network of [removed: 288] [added: 292] U.S. Company-owned stores as of December [removed: 31, 2023.][added: 29, 2024.]

As of December [removed: 31, 2023,] [added: 29, 2024,] franchised stores represented approximately 96% of our total store count within our U.S. stores segment.

As of December [removed: 31, 2023,] [added: 29, 2024,] our network of [removed: 6,566] [added: 6,722] U.S. franchise stores was owned and operated by [removed: 735] [added: 751] independent U.S. franchisees.

As of December [removed: 31, 2023,] [added: 29, 2024,] the average U.S. franchisee owned and operated approximately nine stores and had been in our franchise system for over [removed: 17] [added: 15] years.

Additionally, 22 of our U.S. franchisees operated more than 50 stores (including our largest U.S. franchisee who operated [removed: 143] [added: 158] stores) and [removed: 209] [added: 223] of our U.S. franchisees each operated one store as of December [removed: 31, 2023.][added: 29, 2024.]

We had a franchise agreement renewal rate of approximately 99% in [removed: 2023.][added: 2024.]

Our stores in the [removed: United States] [added: U.S.] generally contribute 6.0% of their sales to fund national marketing and advertising campaigns (subject, in certain instances, to lower rates based on certain incentives and waivers).

Contributions by our U.S. franchisees to [removed: DNAF] [added: the Domino’s National Advertising Fund Inc. (“DNAF”), the Company’s consolidated not-for-profit advertising subsidiary,] are primarily used to purchase media for advertising, and also to support market research, field communications, public relations, commercial production, talent payments and other activities to promote the Domino’s brand.

During [removed: 2023,] [added: 2024,] our international franchise segment accounted for [removed: $310.1] [added: $318.7] million, or 7%, of our consolidated revenues.

As of December [removed: 31, 2023,] [added: 29, 2024,] we had [removed: 13,737] [added: 14,352] international franchised stores.

The following table shows our store count as of December [removed: 31, 2023] [added: 29, 2024] in our ten largest international markets, which accounted for approximately [removed: 64%] [added: 65%] of our international stores as of that date.

| India (JUBLFOOD: NS) | | | [removed: 1,916] [added: 2,136] | |

| United Kingdom (DOM: L) | | | [removed: 1,254] [added: 1,299] | |

| Japan (DMP: ASX) | | | [removed: 1,015] [added: 943] | |

| Mexico (ALSEA: MX) | | | [removed: 894] [added: 961] | |

| China (1405: HK) | | | [removed: 771] [added: 1,011] | |

| Australia (DMP: ASX) | | | [removed: 747] [added: 742] | |

| France (DMP: ASX) | | | [removed: 489] [added: 462] | |

| South Korea | | | [removed: 480] [added: 484] | |

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.

During 2024, we launched our newest menu items in the U.S., 5-Cheese Mac & Cheese and New York Style Pizza.

International market offerings vary by country and culture, such as the French Burgundy-flavored Beef Pizza commemorating the Paris 2024 Olympics or Paratha Pizza offerings in India including three unique flavors of Corn & Cheese, Paneer or Chicken Keema.

| Turkey (JUBLFOOD: NS) | | | 728 | |

| Canada | | | 620 | |

Additionally, in 2024, we transitioned the operations of our equipment and supplies distribution center and entered into a new agreement to allow substantially all our U.S. stores and certain international stores to procure equipment and supplies directly from a third-party supplier.

We do not believe this transition will have a material impact on our gross margins or income from operations.

In 2024, the Company completed the redesign of its e-commerce platforms and intends to roll them out across the U.S. system in 2025.

Our simple to understand and easy to use Domino’s Rewards® loyalty program provides members reward points for qualifying orders.

*Empowering People Efforts*

Our mission, rooted in our values, to ‘*feed the power of possible, one pizza at a time,*’ starts with our people.

Domino’s team members have a passion for innovation and learning, a commitment to our core values and to delivering the joy of pizza worldwide.

We believe that fostering a sense of belonging for everyone promotes a culture where anything is possible.

We are made better together.

*Team Member Engagement*

Domino’s is committed to fostering an engaged culture in the workplace where people are respected and appreciated, and where team members listen, learn, and support each other.

We define team member engagement as the strength of the connection team members feel toward the work they do, their teams and the overall organization.

Every year our aim is to proactively and continuously listen to our team members’ sentiment around their work, direct manager, teams, culture, and overall commitment to the brand.

Through deep analyses and leader-led listening sessions, we strive to validate our efforts and commit ourselves to making year-over-year improvement as we propel Domino’s to be a workplace of choice.

*Business Resource Groups*

One of the ways we engage our team members is through our business resource groups (“BRGs”), which are open to all team members regardless of demographics.

Our BRGs hold company-wide fireside chats featuring inclusive topics and speakers, provide best practice sharing, and help team members enhance professional skills and nurture meaningful work connections.

Our five BRGs serve as trusted advisors to functional business groups while continuing to foster a culture of belonging, inclusion and allyship.

We have established a commitment to achieve our near-term targets by 2032 and achieve net zero carbon emissions by 2050.

During 2024, we announced a campaign to raise a cumulative $300 million for St. Jude by 2034, the 30th anniversary of our partnership.

Franchisees profit by selling pizza and other complementary items to their local customers.

During 2023, we launched our newest menu items in the U.S., Domino’s Loaded Tots and Pepperoni Stuffed Cheesy Bread.

International market offerings vary by country and culture, such as the Lipu Taro Paste and Oats Double Decker Crust in China as well as offerings that tap into the spicy taste preferences of Domino’s customers in India such as their Blazing Chicken and Paprika Pizza and Blazing Onion and Paprika Pizza.

Beginning on March 27, 2023, Domino's National Advertising Fund Inc. (“DNAF”), the Company’s consolidated not-for-profit advertising subsidiary, effectuated a temporary reduction of 0.25% to its standard 6.0% advertising contribution, which will expire on March 24, 2024.

| Turkey (DPEU: L) | | | 689 | |

| Canada | | | 605 | |

While we expect to meet the terms of this agreement, if we do not, we will be required to repay certain negotiated cost savings as provided in the agreement.

Over the past five years, our U.S. franchise and Company-owned stores have invested an estimated $2.7 billion in national, co-operative and local advertising.

Our international franchisees also invest significant amounts in advertising efforts in their markets.

We continue to reinforce our brand with extensive advertising through various media channels.

Market share information for the year ended December 2022 has been updated to reflect restated figures from Circana, which did not materially impact our market share positioning.

(Source: Circana, CREST).

In 2023, Domino’s also launched Pinpoint Delivery, a new technology that allows customers to receive a delivery nearly anywhere, including places like parks, baseball fields and beaches.

In addition, during 2023, we relaunched our Domino’s Rewards® loyalty program, which builds upon our previous loyalty program and is simple to understand and easy to use.

Upon signing up for the program, customers become rewards members and can earn points for their orders.

This recipe is now in use in other markets around the world.

Products can range from simple to indulgent, including the Pizza Rice Bowl in Japan (an original take on the Japanese rice bowl which offers rice covered with traditional pizza toppings) and the Churrosbread and Canela Bites in Brazil.

In recent years, we have made investments in frontline team member wage rates in our U.S. Company-owned stores and supply chain centers.

We are committed to providing pay equity for all employees.

*Inclusion and Diversity Efforts*

“Do the Right Thing” and “Put People First” are two of our core values at Domino’s.

From those two values our Inclusion and Diversity mission was launched, and we have been relentless in our commitment to building and strengthening our culture every day.

Our mission is to foster a more diverse, highly engaged workforce that sees our Company as the employer of choice and is representative of the communities we serve.

We want our team members to feel comfortable bringing their unique experiences and diverse backgrounds to discussions where they can share, learn and listen together enabled by conscious inclusion practices and our leadership competencies.

Our Inclusion and Diversity efforts have been crafted with a strategic framework that encompasses three pillars:

*Workforce* – focused on the diversity of our workforce at all levels of the organization.

*Workplace* – focused on ensuring that our Company-owned stores, offices and supply chains are inclusive.

*Marketplace* – focused on ensuring our brand reaches and is relevant to all consumers.

As part of our workplace initiatives, we provide leadership and funding to support team members participating in Employee Resource Groups (“ERGs”).

We currently have ERGs representing the Black, Hispanic and LGBTQ+ communities, as well as women in the workforce and individuals with disabilities, with potentially more to come based on team member interest.

We also make available to our eligible team members several benefits designed to promote an inclusive workplace like paid parental leaves, adoption support, discounted childcare tuition and health plans that are available to dependents, spouses and domestic partners and include fertility and gender transition support.

For the fiscal year ended December [removed: 31, 2023][added: 29, 2024]

| Domino’s Pizza, Inc. Common Stock, $0.01 par value | DPZ | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] |

The aggregate market value of the voting and non-voting common stock held by non-affiliates of Domino’s Pizza, Inc. as of June [removed: 18, 2023] [added: 16, 2024] computed by reference to the closing price of Domino’s Pizza, Inc.’s common stock on the New York Stock Exchange on such date was [removed: $11,569,716,092.][added: $18,146,606,802.]

As of February [removed: 19, 2024,] [added: 17, 2025,] Domino’s Pizza, Inc. had [removed: 34,812,723] [added: 34,296,712] shares of common stock, par value $0.01 per share, outstanding.

Portions of the definitive proxy statement to be furnished to shareholders of Domino’s Pizza, Inc. in connection with the annual meeting of shareholders to be held on April [removed: 25, 2024] [added: 23, 2025] are incorporated by reference into Part III.

| Item 1A. | [Risk Factors.](#item1a_riskfactors) | [removed: 14] [added: 15] |

| Item 1B. | [Unresolved Staff Comments.](#item1b_unresolved_staff_comments) | [removed: 29] [added: 30] |

| Item 1C. | [Cybersecurity.](#item1c_cybersecurity) | [removed: 29] [added: 30] |

| Item 2. | [Properties.](#item2_properties) | [removed: 30] [added: 31] |

| Item 3. | [Legal Proceedings.](#item3_legal_proceedings) | [removed: 31] [added: 32] |

| Item 4. | [Mine Safety Disclosures.](#item4_mine_safety_disclosures) | [removed: 31] [added: 32] |

| Item 4A. | [Executive Officers of the Registrant](#item4a_executiveofficers_registrant). | [removed: 31] [added: 32] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](#item5_market_registrants_common_equity) | [removed: 32] [added: 33] |

| Item 6. | [\[Reserved\].](#part_ii_item_6) | [removed: 33] [added: 34] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations.](#item7_mda) | [removed: 34] [added: 35] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk.](#item7a_quantitative_disclosures) | [removed: 51] [added: 52] |

| Item 8. | [Financial Statements and Supplementary Data.](#item8_financial_statements_supplementary) | [removed: 52] [added: 53] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](#item9_changes_disagreements) | [removed: 83] [added: 85] |

| Item 9A. | [Controls and Procedures.](#item9a_controls_procedures) | [removed: 83] [added: 85] |

| Item 9B. | [Other Information.](#item9b_other_information) | [removed: 84] [added: 86] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#item9c_foreign_jurisdictions) | [removed: 84] [added: 86] |

| Item 10. | [Directors, Executive Officers and Corporate Governance.](#item10_directors_executiveofficers) | [removed: 85] [added: 87] |

| Item 11. | [Executive Compensation.](#item11_executive_compensation) | [removed: 86] [added: 88] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#item12_security_ownership) | [removed: 86] [added: 88] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence.](#item13_certainrelationships) | [removed: 86] [added: 88] |

| Item 14. | [Principal Accountant Fees and Services.](#item14_principal_accountant_fees) | [removed: 86] [added: 88] |

| Item 15. | [Exhibits and Financial Statement Schedules.](#item15_exhibits) | [removed: 87] [added: 89] |

| Item 16. | [Form 10-K Summary.](#item16_form10k_summary) | [removed: 98] [added: 100] |

| [SIGNATURES](#signatures) | | [removed: 99] [added: 101] |

Throughout this document, Domino’s Pizza, Inc. [removed: (NYSE:] [added: (Nasdaq:] DPZ) is referred to as the “Company,” “Domino’s,” “Domino’s Pizza” or in the first-person notations of “we,” “us” and “our.”

In this document, we rely on and refer to information regarding the U.S. quick service restaurant, or QSR, sector and the U.S. QSR pizza category from CREST®, ongoing foodservice market research (years ending December) prepared by Circana, [removed: formerly The NPD Group,] as well as market research reports, analyst reports and other publicly-available information.

[removed: In accordance with the NYSE listed company rules, the] [added: The] Audit Committee assists the Board of Directors in its oversight of Domino’s company-wide risk management and the process established to identify, assess, measure, monitor and manage risks, including major information security and cybersecurity risks, with input from the Company’s internal committee dedicated to assessing and managing enterprise risk comprised of [removed: members of the Company’s Executive Leadership Team who report directly to our Chief Executive Officer] [added: Company executives] in addition to other senior leaders within the Company (the “Enterprise Risk Committee”).

The Company additionally has established and maintains a dedicated Security Operations Center (SOC) team that is responsible for quickly identifying and treating events that could pose risk to its technology environments and that has a documented incident response plan in [removed: place.][added: place, which is periodically tested, reviewed and updated as appropriate.]

See [removed: “Risk] [added: “*Risk] Factors – The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information, or damage to our employee and business relationships, any of which could subject us to loss and harm our [removed: brand”] [added: brand*”] for further information.

In addition to maintaining insurance coverage to address cyber incidents, the Company has also implemented processes, procedures and controls to help mitigate these risks.

The Company trains its team members through annual cybersecurity awareness training, phishing simulations and periodic communications about timely cybersecurity topics and threats.

The listing of executive officers of the Company is set forth under Part [removed: III] [added: III,] Item 10.

As of February [removed: 19, 2024,] [added: 17, 2025,] Domino’s Pizza, Inc. had 170,000,000 authorized shares of common stock, par value $0.01 per share, of which [removed: 34,812,723] [added: 34,296,712] were issued and outstanding.

As of February [removed: 19, 2024,] [added: 17, 2025,] there were [removed: 1,480] [added: 1,458] registered holders of record of Domino’s Pizza, Inc.’s common stock.

[added: Beginning on January 2, 2025,] Domino’s Pizza, Inc.’s common stock is traded on [added: The Nasdaq Stock Market LLC (“Nasdaq”) under] the [added: ticker symbol “DPZ” following our voluntary withdrawal from listing on the] New York Stock Exchange (“NYSE”) [removed: under the ticker symbol “DPZ.”][added: after market close on December 31, 2024.]

Our Board of Directors declared a quarterly dividend of [removed: $1.51] [added: $1.74] per common share on February [removed: 21, 2024] [added: 19, 2025] payable on March [removed: 29, 2024] [added: 28, 2025] to shareholders of record at the close of business on March [removed: 15, 2024.][added: 14, 2025.]

[removed: Subsequent to the end of fiscal 2023, on] [added: On] February 21, 2024, 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 $141.3 million that was previously remaining [added: under our Board of Directors’ previous July 20, 2021 authorization] for a total authorization of $1.14 billion for future share [removed: repurchases.][added: repurchases as of that date.]

The following table summarizes our repurchase activity during the fourth quarter ended December [removed: 31, 2023:][added: 29, 2024:]

[removed: 3,460] [added: 3,700] shares were purchased as part of the Company’s employee stock purchase discount plan.

During the fourth quarter, the shares were purchased at an average price of [removed: $369.05.][added: $437.79.]

The following comparative stock performance line graph compares the cumulative shareholder return of the common stock of Domino’s Pizza, Inc. [removed: (NYSE:] [added: (Nasdaq:] DPZ) for the five-year period between December [removed: 31, 2018] [added: 27, 2019] and December [removed: 31, 2023,] [added: 29, 2024,] with the cumulative total return of (i) the Standard & Poor’s 500 Index (the “S&P 500”) and (ii) the Company’s peer group, the Standard & Poor’s Composite 1500 Restaurant Index (the “S&P 1500 Restaurant Index”).

The cumulative total return computations set forth in the performance graph assume the investment of $100 in each of the Company’s common stock, the S&P 500 and the S&P 1500 Restaurant Index on December [removed: 31, 2018.][added: 27, 2019.]

[removed: ][added: ]

As of December 29, 2024, we had $814.3 million remaining under this authorization for repurchases of shares of our common stock.

| Period #10 (September 9, 2024 to October 6, 2024) | | | 1,178 | | | $ | 428.84 | | | | — | | | $ | 926,333 | |

| Period #11 (October 7, 2024 to November 3, 2024) | | | 104,843 | | | | 419.70 | | | | 103,661 | | | | 882,824 | |

| Period #12 (November 4, 2024 to December 1, 2024) | | | 127,894 | | | | 438.74 | | | | 127,894 | | | | 826,712 | |

| Period #13 (December 2, 2024 to December 29, 2024) | | | 28,353 | | | | 458.34 | | | | 27,013 | | | | 814,337 | |

| Total | | | 262,268 | | | $ | 433.20 | | | | 258,568 | | | $ | 814,337 | |

As of December 31, 2023, we had a Board of Directors-approved share repurchase program for up to $1.0 billion of our common stock, of which $141.3 million remained available for future purchases of our common stock.

| Period #10 (September 11, 2023 to October 8, 2023) | | | 1,245 | | | $ | 381.87 | | | | — | | | $ | 199,511 | |

| Period #11 (October 9, 2023 to November 5, 2023) | | | 146,404 | | | | 344.33 | | | | 145,187 | | | | 149,511 | |

| Period #12 (November 6, 2023 to December 3, 2023) | | | 15,318 | | | | 351.63 | | | | 14,320 | | | | 144,515 | |

| Period #13 (December 4, 2023 to December 31, 2023) | | | 8,065 | | | | 394.55 | | | | 8,065 | | | | 141,333 | |

| Total | | | 171,032 | | | $ | 347.63 | | | | 167,572 | | | $ | 141,333 | |

To the [removed: Stockholders and] Board of Directors [added: and Stockholders] of Domino’s Pizza, Inc.

We have audited the accompanying consolidated balance sheets of Domino’s Pizza, Inc. and its subsidiaries (the “Company”) as of December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023, and the related consolidated statements of income, of comprehensive income, of stockholders’ deficit and of cash flows for each of the three years in the period ended December [removed: 31, 2023,] [added: 29, 2024,] including the related notes and schedule of condensed financial information [removed: of the registrant as of December 31, 2023 and January 1, 2023 and for each of the three years] [added: listed] in the [removed: period ended December 31, 2023] [added: index] appearing under Item [removed: 15] [added: 15(a)(2)] (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December [removed: 31, 2023,] [added: 29, 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023, and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 31, 2023] [added: 29, 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 31, 2023,] [added: 29, 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the COSO.

As of December [removed: 31, 2023,] [added: 29, 2024,] the Company had accruals for these casualty insurance matters of [removed: $56.3] [added: $50.7] million.

| | | December [added: 29, | | | | December] 31, | | | | January 1, | | |

| | | [removed: 2023] [added: 2024] | | | | 2023 | | |

| Cash and cash equivalents | | $ | [removed: 114,098] [added: 186,126] | | | $ | [removed: 60,356] [added: 114,098] | |

| Restricted cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | 200,870 | | | | 191,289 | | [added: | | 180,579 | |]

| Accounts receivable, net of reserves of [removed: $5,885] [added: $5,834] in [removed: 2023] [added: 2024] and [removed: $4,762] [added: $5,885] in [removed: 2022] [added: 2023] | | | [removed: 282,809] [added: 309,104] | | | | [removed: 257,492] [added: 282,809] | |

| Inventories | | | [removed: 82,964] [added: 70,919] | | | | [removed: 81,570] [added: 82,964] | |

| Prepaid expenses and other | | | [removed: 30,215] [added: 40,363] | | | | [removed: 37,287] [added: 30,215] | |

| Advertising fund assets, restricted | | | [removed: 106,335] [added: 103,396] | | | | [removed: 162,660] [added: 106,335] | |

| Total current assets | | | [removed: 817,291] [added: 905,278] | | | | [removed: 790,654] [added: 817,291] | |

| Land and buildings | | | [removed: 108,791] [added: 104,793] | | | | [removed: 105,659] [added: 108,791] | |

| Leasehold and other improvements | | | [removed: 176,817] [added: 191,718] | | | | [removed: 172,725] [added: 176,817] | |

| Equipment | | | [removed: 364,620] [added: 390,542] | | | | [removed: 333,787] [added: 364,620] | |

| Construction in progress | | | [removed: 24,505] [added: 22,717] | | | | [removed: 22,536] [added: 24,505] | |

| Accumulated depreciation and amortization | | | [removed: (370,368] [added: (408,591] | ) | | | [removed: (332,472] [added: (370,368] | ) |

| Property, plant and equipment, net | | | [removed: 304,365] [added: 301,179] | | | | [removed: 302,235] [added: 304,365] | |

| Operating lease right-of-use assets | | | [removed: 207,323] [added: 210,302] | | | | [removed: 219,202] [added: 207,323] | |

| Investments in marketable securities, restricted | | | [removed: 16,720] [added: 20,638] | | | | [removed: 13,395] [added: 16,720] | |

| Goodwill | | | [removed: 11,688] [added: 11,578] | | | | [removed: 11,763] [added: 11,688] | |

| Capitalized software, net of accumulated amortization of [removed: $183,980] [added: $193,854] in [removed: 2023] [added: 2024] and [removed: $165,457] [added: $183,980] in [removed: 2022] [added: 2023] | | | [removed: 134,105] [added: 155,025] | | | | [removed: 108,354] [added: 134,105] | |

| Investment in DPC Dash | | | [removed: 143,553] [added: 82,699] | | | | [removed: 125,840] [added: 143,553] | |

| Other assets | | | [removed: 26,174] [added: 26,882] | | | | [removed: 28,852] [added: 26,174] | |

| Deferred income tax assets, net | | | [removed: 13,680] [added: 23,432] | | | | [removed: 1,926] [added: 13,680] | |

| Total other assets | | | [removed: 553,243] [added: 530,556] | | | | [removed: 509,332] [added: 553,243] | |

| Total assets | | $ | [removed: 1,674,899] [added: 1,737,013] | | | $ | [removed: 1,602,221] [added: 1,674,899] | |

| Current portion of long-term debt | | $ | [removed: 56,366] [added: 1,149,679] | | | $ | [removed: 54,813] [added: 56,366] | |

| Accounts payable | | | [removed: 106,267] [added: 85,898] | | | | [removed: 89,715] [added: 106,267] | |

| Accrued compensation | | | [removed: 54,689] [added: 58,203] | | | | [removed: 40,442] [added: 54,689] | |

| Accrued interest | | | [removed: 33,367] [added: 32,783] | | | | [removed: 34,473] [added: 33,367] | |

| Operating lease liabilities | | | [removed: 39,330] [added: 39,920] | | | | [removed: 34,877] [added: 39,330] | |

| Insurance reserves | | | [removed: 28,135] [added: 25,658] | | | | [removed: 31,435] [added: 28,135] | |

| Advertising fund liabilities | | | [removed: 104,246] [added: 101,567] | | | | [removed: 157,909] [added: 104,246] | |

| Other accrued liabilities | | | [removed: 124,950] [added: 118,754] | | | | [removed: 92,957] [added: 124,950] | |

| Total current liabilities | | | [removed: 547,350] [added: 1,612,462] | | | | [removed: 536,621] [added: 547,350] | |

| Long-term debt, less current portion | | | [removed: 4,934,062] [added: 3,825,659] | | | | [removed: 4,967,420] [added: 4,934,062] | |

February 24, 2025

| | | December 29, | | | | December 31, | | |

| | | | 709,770 | | | | 674,733 | |

| | | 2024 | | | | 2023 | | | | 2023 | | |

| U.S. franchise advertising | | | 509,853 | | | | 473,195 | | | | 485,330 | |

| | | 2024 | | | | 2023 | | | | 2023 | | |

| Net income | | $ | 584,170 | | | $ | 519,118 | | | $ | 452,263 | |

| Net income | | | — | | | | — | | | | — | | | | 584,170 | | | | — | |

| Purchases of common stock | | | (758,242 | ) | | | (8 | ) | | | (69,707 | ) | | | (260,320 | ) | | | — | |

| Exercises of stock options | | | 270,424 | | | | 3 | | | | 36,021 | | | | — | | | | — | |

| Balance at December 29, 2024 | | | 34,281,927 | | | $ | 343 | | | $ | 1,272 | | | $ | (3,956,474 | ) | | $ | (7,432 | ) |

| | | 2024 | | | | 2023 | | | | 2023 | | |

| Net income | | $ | 584,170 | | | $ | 519,118 | | | $ | 452,263 | |

| Sale of investments | | | 82,918 | | | | — | | | | — | |

| 2025 | | $ | 28,340 | |

| 2026 | | | 20,565 | |

| 2027 | | | 12,705 | |

| 2028 | | | 10,390 | |

| 2029 | | | 10,385 | |

| Thereafter | | | 20,752 | |

| | | $ | 103,137 | |

| 2025 | | $ | 5,093 | |

| 2026 | | | 4,756 | |

| 2027 | | | 3,284 | |

| 2028 | | | 2,156 | |

| 2029 | | | 1,795 | |

| Thereafter | | | 3,862 | |

| | | $ | 20,946 | |

From January 1, 2024 through March 24, 2024, the Company’s U.S. digital per-transaction technology fee was $0.395.

As of March 25, 2024 and for the remainder of fiscal 2024, the Company’s U.S. digital per-transaction technology fee was $0.355.

Royalty rates vary among international markets and may also differ based on certain incentives and concessions and averaged approximately 3.0% in 2024.

This temporary reduction expired at the beginning of the second quarter of 2024 and the advertising contribution rate returned to its standard 6.0% as of March 25, 2024.

U.S. stores are generally required to contribute a percentage of retail sales to DNAF, as described in the revenue recognition section above.

As of December 31, 2023, the Company had $2.6 million in non-cash financing activity related to accruals for excise taxes on share repurchases, which was paid in 2024.

On December 29, 2024, the end of the 2024 fiscal year, the Company adopted ASU 2023-07 and included the relevant disclosures within Note 11, *Segment Information.* The Company has presented the disclosures for significant segment expenses that are regularly provided to the chief operating decision maker retrospectively for all periods presented in the consolidated statements of income.

*ASU 2024-03, Income Statement – Reporting Comprehensive Income* – *Expense Disaggregation Disclosures (Subtopic 220-40)*

In November 2024, the FASB issued *ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”)*, which requires disclosure in the notes to the consolidated financial statements on an annual and interim basis, 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.

The standard may be adopted either prospectively or retrospectively.

February 26, 2024

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 674,733 | | | | 634,707 | |

| Balance at January 3, 2021 | | | 38,868,350 | | | $ | 389 | | | $ | 5,122 | | | $ | (3,303,492 | ) | | $ | (2,424 | ) |

| Net income | | | — | | | | — | | | | — | | | | 510,467 | | | | — | |

| Purchases of common stock | | | (2,912,558 | ) | | | (30 | ) | | | (45,568 | ) | | | (1,275,304 | ) | | | — | |

| Exercises of stock options | | | 199,301 | | | | 2 | | | | 19,680 | | | | — | | | | — | |

| Other | | | — | | | | — | | | | (244 | ) | | | — | | | | — | |

| Purchase of investments | | | — | | | | — | | | | (49,082 | ) |

| Other | | | — | | | | — | | | | (244 | ) |

Inventories at December 31, 2023 and January 1, 2023 were comprised of the following:

| Food | | $ | 72,525 | | | $ | 74,052 | |

| Equipment and supplies | | | 10,439 | | | | 7,518 | |

| Inventories | | $ | 82,964 | | | $ | 81,570 | |

| 2024 | | $ | 26,737 | |

| 2025 | | | 19,426 | |

| 2026 | | | 12,635 | |

| 2027 | | | 8,236 | |

| 2028 | | | 8,236 | |

| Thereafter | | | 24,702 | |

| | | $ | 99,972 | |

Prior to March 28, 2023, the Company’s investment in DPC Dash’s senior ordinary shares, which were not in-substance common stock, represented an equity investment without a readily determinable fair value and was recorded at cost with adjustments for observable changes in prices resulting from orderly transactions for the identical or a similar investment of the same issuer or impairments.

The Company is required to hold the DPC Dash ordinary shares for at least 360 days from the date of the initial public offering of March 28, 2023.

| 2024 | | $ | 5,301 | |

| 2025 | | | 4,975 | |

| 2026 | | | 4,634 | |

| 2027 | | | 3,157 | |

| 2028 | | | 2,025 | |

| Thereafter | | | 5,103 | |

| | | $ | 25,195 | |

Revenues from the sale of equipment and supplies are recognized upon delivery or shipment of the related products to franchisees, based on shipping terms, and payments for equipment and supplies are generally due within 90 days of the shipping date.

U.S. stores are generally required to contribute 6.0% of sales to DNAF (subject, in certain instances, to lower rates based on certain incentives and waivers).

The Company had $0.1 million, $0.1 million and $0.4 million of non-cash investing activities related to lease incentives in 2023, 2022 and 2021 respectively.

*Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting,* updated by *ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”)*

In March 2020, the FASB issued *ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”)*, which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform.

On May 15, 2023, certain of the Company’s subsidiaries executed an amendment to the Company’s 2021 variable funding notes to affect the transition from LIBOR to the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment.

In connection with this contract amendment, the Company adopted ASU 2020-04 (as updated by ASU 2022-06) in the second quarter of 2023.

The amendment to the Company’s 2021 variable funding notes and the adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements.

*ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of December [removed: 31, 2023] [added: 29, 2024] based on the framework in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of December [removed: 31, 2023.][added: 29, 2024.]

The effectiveness of the Company’s internal control over financial reporting as of December [removed: 31, 2023,] [added: 29, 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Our directors and officers (as defined in Section 16 of the Exchange Act (“Section [removed: 16”)] [added: 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 December [removed: 31, 2023,] [added: 29, 2024,] the following Section 16 [removed: officers] [added: officer] adopted [added: a] “Rule 10b5-1 trading [removed: arrangements”] [added: arrangement”] (as defined in Item 408 under Regulation S-K of the Exchange Act):

[removed: Headen,] [added: Sandeep Reddy,] our Executive Vice President, Chief [removed: Supply Chain] [added: Financial] Officer, adopted a new Rule 10b5-1 trading arrangement on [removed: October 18, 2023.][added: December 10, 2024.]

The plan’s maximum duration is until December [removed: 27, 2024,] [added: 31, 2025,] and first trades will not occur until [removed: February 16, 2024] [added: March 11, 2025] at the earliest.

The trading plan, which is subject to certain conditions, is intended to permit [removed: Ms. Headen] [added: Mr. Reddy] to [removed: (i)] sell from time to time an aggregate of up to [removed: 1,330] [added: 3,299] shares of our common stock, the actual amount of which may be less based on tax withholdings and [added: performance and] vesting conditions of [removed: RSUs, and (ii) exercise] [added: performance-based stock units] and [removed: sell from time to time two tranches of an aggregate of 745] [added: restricted] stock [removed: options.][added: units, upon such vesting.]

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

Cynthia A.

Russell J.

Weiner, our Chief Executive Officer and Director, adopted a new Rule 10b5-1 trading arrangement on October 23, 2023.

The plan’s maximum duration is until July 17, 2024, and first trades will not occur until February 20, 2024 at the earliest.

The trading plan, which is subject to certain conditions, is intended to permit Mr. Weiner to exercise and sell from time to time (i) a tranche of 15,960 stock options set to expire on July 16, 2024 and (ii) a tranche of 11,780 stock options set to expire on July 15, 2025.

| Russell J. Weiner | [removed: 55] [added: 56] | Chief Executive Officer and Director |

| Joseph H. Jordan | [removed: 50] [added: 51] | President, U.S. and Global Services |

| Sandeep Reddy | [removed: 53] [added: 54] | Executive Vice President, Chief Financial Officer |

| Kelly E. Garcia | [removed: 48] [added: 49] | Executive Vice President, Chief Technology Officer |

| Frank R. Garrido | [removed: 53] [added: 54] | Executive Vice President, Chief Restaurant Officer |

| Cynthia A. Headen | [removed: 55] [added: 56] | Executive Vice President, Chief Supply Chain Officer |

| [removed: Samuel A. Jackson] [added: Maureen S. Pittenger] | [removed: 46] [added: 51] | Executive Vice President, [added: Chief] Human Resources [added: Officer] |

| Kevin S. Morris | [removed: 63] [added: 64] | Executive Vice President, General Counsel and Corporate Secretary |

Mr. Weiner has served on Domino’s Board of Directors since [removed: May] [added: April] 2022 when he was elected in conjunction with his appointment as Chief Executive [removed: Officer.][added: Officer effective May 2022.]

[removed: D’Elia] [added: Trumbull] has served as Domino’s Executive Vice President, [removed: International] [added: Chief Marketing Officer] since [removed: May 2022.][added: November 2024.]

Mr. [removed: D’Elia] [added: Jordan] also serves on the Board of Directors of [added: The Boston Beer Company, Inc. and] DPC Dash Ltd.

[removed: Jackson] [added: Pittenger] has served as Domino’s Executive Vice President, [added: Chief] Human Resources [added: Officer] since [removed: November 2023.][added: July 2024.]

The remaining information required by this item is incorporated by reference from Domino’s Pizza, [removed: Inc.'s] [added: Inc.’s] definitive proxy statement, which will be filed within 120 days of December [removed: 31, 2023.][added: 29, 2024.]

| Katherine E. Trumbull | 43 | Executive Vice President, Chief Marketing Officer |

Maureen S.

Ms. Pittenger previously worked as Senior Vice President and Chief Human Resources Officer at Dana Inc. from February 2022 to June 2024, after joining Dana in January 2019 as the Vice President of Corporate Human Resources.

Prior to that, she held escalating leadership roles in human resources at Visteon Corporation, beginning in 2001.

Katherine E.

Ms. Trumbull previously served as Senior Vice President, Chief Brand Officer from March 2023 to November 2024 and Senior Vice President, Brand and Product Innovation from November 2021 to March 2023.

Prior to that, Ms. Trumbull held escalating leadership roles at Domino’s, including Vice President of Advertising and Hispanic Marketing, Director of Digital Marketing, Director of Loyalty and Manager of Field Marketing, beginning in 2011.

Before joining Domino’s, Ms. Trumbull worked in brand management at Procter & Gamble.

| Arthur P. D’Elia | 46 | Executive Vice President, International |

Arthur P.

Mr. D’Elia served as Executive Vice President, Chief Marketing Officer from July 2020 to April 2022 and as Senior Vice President, Chief Marketing Officer from February 2020 to July 2020.

Mr. D'Elia joined Domino’s in January 2018 as Senior Vice President, Chief Brand and Innovation Officer.

Prior to Domino’s, Mr. D'Elia served as Chief Marketing Officer for Danone Dairy’s UBN business unit from July 2017 to January 2018 after joining Danone U.S. in April 2010, and worked at PepsiCo in corporate strategy, development and marketing for the North American beverage business from June 2003 to March 2010.

Samuel A.

Mr. Jackson served as Vice President, Office of the CEO from April 2022 to November 2023 after joining Domino’s in 2018 as the Vice President of Human Resources.

Prior to joining Domino’s, Mr. Jackson spent almost 12 years at Target where he held various roles across real estate, supply chain, store design and human resources, inclusive of leading human resources for Target's headquarters in India.

Information regarding executive compensation is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of December [removed: 31, 2023.][added: 29, 2024.]

Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of December [removed: 31, 2023.][added: 29, 2024.]

Information regarding certain relationships and related transactions is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of December [removed: 31, 2023.][added: 29, 2024.]

Information regarding principal accountant fees and services is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of December [removed: 31, 2023.][added: 29, 2024.]

Consolidated Balance Sheets as of December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023

Consolidated Statements of Income for the Years Ended December [added: 29, 2024, December] 31, [removed: 2023, January 1,] 2023 and January [removed: 2, 2022][added: 1, 2023]

Consolidated Statements of Comprehensive Income for the Years Ended December [added: 29, 2024, December] 31, [removed: 2023, January 1,] 2023 and January [removed: 2, 2022][added: 1, 2023]

Consolidated Statements of Stockholders’ Deficit for the Years Ended December [added: 29, 2024, December] 31, [removed: 2023, January 1,] 2023 and January [removed: 2, 2022][added: 1, 2023]

Consolidated Statements of Cash Flows for the Years Ended December [added: 29, 2024, December] 31, [removed: 2023, January 1,] 2023 and January [removed: 2, 2022][added: 1, 2023]

| 4.1 | | [Description of Securities of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex4_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex4_1.htm)] |

| [removed: 10.15*] [added: 10.19*] | | [removed: [Third Amendment to the] [added: [Amended and Restated] Domino’s Pizza [removed: Deferred Compensation] [added: Senior Executive Annual Incentive] Plan [removed: effective as of October 11, 2022] (Incorporated by reference to Exhibit [removed: 10.18] [added: 10.20] to the [removed: registrant's] [added: registrant’s] annual report on Form 10-K for the [removed: fiscal] year ended January [removed: 1, 2023).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023003938/dpz-ex10_18.htm)] [added: 2, 2011).](https://www.sec.gov/Archives/edgar/data/1286681/000119312511050979/dex1020.htm)] |

| [removed: 10.19*] [added: 10.31*] | | [Form of [removed: Director] [added: 2023 Employee] Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the March [removed: 2009 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex103.htm)] [added: 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_4.htm)] |

| [removed: 10.21*] [added: 10.23*] | | [Form of Performance-Based Restricted Stock [added: Unit Award] Agreement [added: under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan] (Incorporated by reference to Exhibit [removed: 10.12] [added: 10.2] to the [removed: 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1012.htm)] [added: June 2021 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex102.htm)] |

| [removed: 10.23*] [added: 10.29*] | | [Form of [added: 2023] Performance-Based Restricted Stock Unit Award Agreement [added: under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan] (Incorporated by reference to Exhibit [removed: 10.14] [added: 10.2] to the [removed: 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1014.htm)] [added: March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_2.htm)] |

| 10.24* | | [Form of [removed: 2013 Special Performance-Based] Restricted Stock Unit Award Agreement [added: (three-year vesting) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan] (Incorporated by reference to Exhibit [removed: 10.15] [added: 10.3] to the [removed: 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1015.htm)] [added: June 2021 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex103.htm)] |

| [removed: 10.25*] [added: 10.22*] | | [Form of [added: 2021 Employee Stock Option Agreement under the Amended] Domino’s Pizza, Inc. 2004 Equity Incentive Plan [removed: Restricted Stock Agreement for Directors] (Incorporated by reference to Exhibit [removed: 10.19] [added: 10.1] to the [removed: registrant’s annual] [added: registrant's quarterly] report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: January 3, 2010).](https://www.sec.gov/Archives/edgar/data/1286681/000119312510045334/dex1019.htm)] [added: June 20, 2021 (the “June 2021 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex101.htm)] |

| [removed: 10.26*] [added: 10.39*] | | [removed: [Amended] [added: [Second Addendum to Amended] and Restated [added: Employment Agreement dated as of December 29, 2018 between] Domino’s Pizza [removed: Senior Executive Annual Incentive Plan] [added: LLC and David A. Brandon] (Incorporated by reference to Exhibit [removed: 10.20] [added: 10.39] to the registrant’s annual report on Form 10-K for the year ended [removed: January 2, 2011).](https://www.sec.gov/Archives/edgar/data/1286681/000119312511050979/dex1020.htm)] [added: December 30, 2018 (the “December 2018 10-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519046191/d696297dex1039.htm)] |

| [removed: 10.27*] [added: 10.20*] | | [Amended and Restated Domino’s Pizza, Inc. Employee Stock Payroll Deduction Plan dated as of February 21, 2023 (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended March 26, 2023 (the "March 2023 10-Q")).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_1.htm) |

| [removed: 10.28*] [added: 10.21*] | | [Form of Domino’s Pizza, Inc. Dividend Reinvestment & Direct Stock Purchase and Sale Plan (Incorporated by reference to Exhibit 10.32 to the S-1).](https://www.sec.gov/Archives/edgar/data/1286681/000119312504102056/dex1032.htm) |

| [removed: 10.30*] [added: 10.25*] | | [Form of [removed: 2021 Employee] [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement [added: (two vesting dates)] under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the registrant's quarterly report on Form 10-Q for the quarter ended [removed: June 20, 2021 (the “June 2021 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex101.htm)] [added: September 12, 2021).](https://www.sec.gov/Archives/edgar/data/1286681/000095017021002121/dpz-ex10_1.htm)] |

| [removed: 10.31*] [added: 10.28*] | | [Form of [removed: Performance-Based] Restricted Stock Unit Award Agreement [added: (three-year vesting with acceleration events)] under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the June [removed: 2021 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex102.htm)] [added: 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022012843/dpz-ex10_2.htm)] |

| [removed: 10.32*] [added: 10.30*] | | [Form of [added: 2023] Restricted Stock Unit Award Agreement (three-year vesting) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the [removed: June 2021 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex103.htm)] [added: March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_3.htm)] |

| [removed: 10.33*] [added: 10.27*] | | [Form of Restricted Stock Unit Award Agreement [removed: (two] [added: (two-year] vesting [removed: dates)] [added: with acceleration events)] under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the registrant's quarterly report on Form 10-Q for the quarter ended [removed: September 12, 2021).](https://www.sec.gov/Archives/edgar/data/1286681/000095017021002121/dpz-ex10_1.htm)] [added: June 19, 2022 (the “June 2022 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022012843/dpz-ex10_1.htm)] |

| [removed: 10.34*] [added: 10.26*] | | [Form of Restricted Stock Unit Award Agreement (three vesting dates) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to the registrant's quarterly report on Form 10-Q for the quarter ended March 27, 2022 (the “March 2022 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022006436/dpz-ex10_6.htm) |

| [removed: 10.35*] [added: 10.33*] | | [Form of [added: 2023] Restricted Stock Unit Award Agreement [removed: (two-year] [added: (two] vesting [removed: with acceleration events)] [added: dates)] under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit [removed: 10.1] [added: 10.6] to the [removed: registrant's quarterly report on Form 10-Q for the quarter ended June 19, 2022 (the “June 2022 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022012843/dpz-ex10_1.htm)] [added: March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_6.htm)] |

| [removed: 10.36*] [added: 10.32*] | | [Form of [added: 2023] Restricted Stock Unit Award Agreement [removed: (three-year] [added: (three] vesting [removed: with acceleration events)] [added: dates)] under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] to the [removed: June 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022012843/dpz-ex10_2.htm)] [added: March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_5.htm)] |

| [removed: 10.37*] [added: 10.34*] | | [Form of 2023 [removed: Performance-Based] Restricted Stock Unit Award Agreement [added: for Directors] under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.7] to the March 2023 [removed: 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_2.htm)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_7.htm)] |

| [removed: 10.43*] [added: 10.35*] | | [Amended and Restated Employment Agreement dated as of February 24, 2022 between Domino’s Pizza, Inc., Domino’s Pizza LLC and Russell J. Weiner (Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on March 1, 2022 (the “March 2022 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex101.htm) |

| [removed: 10.44*] [added: 10.36*] | | [Time Sharing Agreement dated as of February 24, 2022 by and between Domino’s Pizza LLC and Russell J. Weiner (Incorporated by reference to Exhibit 10.2 to the March 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex102.htm) |

| [removed: 10.45*] [added: 10.37*] | | [Employment Agreement dated as of February 25, 2022 by and between Domino’s Pizza LLC and Sandeep Reddy (Incorporated by reference to Exhibit 10.3 to the March 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex103.htm) |

| [removed: 10.46*] [added: 10.40*] | | [removed: [Employment] [added: [Third Addendum to Amended and Restated Employment] Agreement dated as of [removed: March 14, 2011] [added: January 30, 2020] between Domino’s Pizza LLC and [removed: Richard E. Allison, Jr.] [added: David A. Brandon] (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended March [removed: 27, 2011).](https://www.sec.gov/Archives/edgar/data/1286681/000119312511127320/dex101.htm)] [added: 22, 2020).](https://www.sec.gov/Archives/edgar/data/1286681/000119312520115907/d914156dex101.htm)] |

| [removed: 10.47*] [added: 10.42*] | | [Employment Agreement dated as of [removed: January 8, 2018] [added: September 21, 2020 by and] between Domino’s [removed: Pizza, Inc., Domino’s] Pizza LLC and [removed: Richard] [added: Kelly] E. [removed: Allison, Jr.] [added: Garcia.] (Incorporated by reference to Exhibit [removed: 10.1] [added: 10.54] to the [removed: January 2018 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518008592/d505807dex101.htm)] [added: 2023 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_54.htm)] |

| [removed: 10.48*] [added: 10.43*] | | [removed: [Time Sharing] [added: [Employment] Agreement dated as of [removed: January 8, 2018] [added: July 30, 2020 by and] between Domino’s Pizza LLC and [removed: Richard E. Allison, Jr.] [added: Arthur P. D’Elia.] (Incorporated by reference to Exhibit [removed: 10.3] [added: 10.55] to the [removed: January 2018 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518008592/d505807dex103.htm)] [added: 2023 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_55.htm)] |

| [removed: 10.50*] [added: 10.38*] | | [Addendum to Amended and Restated Employment Agreement dated as of June 22, 2018 between Domino’s Pizza LLC and David A. Brandon (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended June 17, 2018 (the “June 2018 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518220984/d513733dex101.htm) |

| [removed: 10.51*] [added: 10.41*] | | [removed: [Second Addendum to Amended] [added: [Amended] and Restated Employment Agreement dated as of [removed: December 29, 2018] [added: March 2, 2022 by and] between Domino’s Pizza LLC and [removed: David A. Brandon] [added: Joseph H. Jordan] (Incorporated by reference to Exhibit [removed: 10.39] [added: 10.1] to the registrant’s [removed: annual] [added: current] report on Form [removed: 10-K for the year ended December 30, 2018 (the “December 2018 10-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519046191/d696297dex1039.htm)] [added: 8-K filed on March 4, 2022).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522065165/d312023dex101.htm)] |

| [removed: 10.53*] [added: 10.48] | | [removed: [Amended] [added: [First Supplement dated as of September 16, 2013 to the Amended] and Restated [removed: Employment Agreement] [added: Base Indenture] dated as of March [removed: 2, 2022 by and between Domino’s Pizza LLC and Joseph H. Jordan] [added: 15, 2012] (Incorporated by reference to Exhibit [removed: 10.1] [added: 4.1] to the registrant’s current report on Form 8-K filed on [removed: March 4, 2022).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522065165/d312023dex101.htm)] [added: October 22, 2015 (the “October 2015 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex41.htm)] |

| [removed: 10.54*] [added: 10.44*] | | [removed: [Employment] [added: [Letter] Agreement dated as of [removed: September 21, 2020] [added: February 24, 2022] by and between Domino’s Pizza LLC and [removed: Kelly E. Garcia.](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_54.htm)] [added: Arthur P. D’Elia](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_44.htm).] |

| [removed: 10.55*] [added: 10.45*] | | [removed: [Employment] [added: [Separation] Agreement [added: and General Release] dated as of [removed: July 30, 2020] [added: October 21, 2024] by and between Domino’s Pizza LLC and Arthur P. [removed: D'Elia](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_55.htm).] [added: D’Elia.](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_45.htm)] |

| [removed: 10.56] [added: 10.46] | | [Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.3 to the June 2022 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022012843/dpz-ex10_3.htm) |

| [removed: 10.57] [added: 10.47] | | [Amended and Restated Base Indenture dated March 15, 2012 among Domino’s Pizza Master Issuer LLC, Domino’s Pizza Distribution LLC, Domino’s IP Holder LLC and Domino’s SPV Canadian Holding Company Inc., 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 March 19, 2012 (the “March 2012 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312512120642/d318279dex41.htm) |

| [removed: 10.58] [added: 10.49] | | [removed: [First] [added: [Second] Supplement dated as of [removed: September 16, 2013] [added: October 21, 2015] to the Amended and Restated Base Indenture dated as of March 15, [removed: 2012 (Incorporated] [added: 2012](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex42.htm) [(Incorporated] by reference to Exhibit [removed: 4.1] [added: 4.2] to the [removed: registrant’s current report on Form 8-K filed on] October [removed: 22,] 2015 [removed: (the “October 2015 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex41.htm)] [added: 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex42.htm)] |

| [removed: 10.59] [added: 10.50] | | [removed: [Second] [added: [Third] Supplement dated as of October 21, 2015 to the Amended and Restated Base Indenture dated as of March 15, [removed: 2012](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex42.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex43.htm)] [(Incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the October 2015 [removed: 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex42.htm)] [added: 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex43.htm)] |

| [removed: 10.61] [added: 10.51] | | [Fourth Supplement dated as of July 24, 2017 to the Amended and Restated Base Indenture dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza 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 Domino’s Pizza, Inc. Current Report on Form 8-K, filed on July 25, 2017 (the “July 2017 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517234418/d428320dex41.htm) |

| [removed: 10.62] [added: 10.52] | | [Fifth Supplement dated as of November 21, 2018 to the Amended and Restated Base Indenture dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza 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 10.49 to the registrant’s annual report on Form 10-K for the year ended December 29, 2019).](https://www.sec.gov/Archives/edgar/data/1286681/000119312520042675/d796357dex1049.htm) |

(a)

1.

| 10.15* | | [Domino’s Pizza Deferred Compensation Plan effective as of October 8, 2024.](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_15.htm) |

| 10.55 | | [Eighth Supplement dated as of July 23, 2024 to the Amended and Restated Base Indenture dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza 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 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended September 8, 2024).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024113947/dpz-ex10_1.htm) |

| 10.70 | | [Class A-1 Note Purchase Agreement, dated September 16, 2022, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s](https://www.sec.gov/Archives/edgar/data/1286681/000119312522246362/d394498dex101.htm) |

| 19.1 | | [Domino’s Pizza, Inc. Insider Trading Policy and Addendum.](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex19_1.htm) |

| | | December 29, | | | | December 31, | | |

| | | 2024 | | | | 2023 | | | | 2023 | | |

| | | 2024 | | | | 2023 | | | | 2023 | | |

During 2024, the Company repurchased and retired $327.0 million in shares of its common stock under the Company’s Board of Directors-approved share repurchase program.

During 2024, Domino’s Pizza LLC, a subsidiary of the Parent Company, made $2.6 million in excise tax payments related to this share repurchase program.

(a)1.

| 10.20* | | [Form of Amendment to Existing Director Stock Option Grants (Incorporated by reference to Exhibit 10.5 to the March 2009 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex105.htm) |

| 10.22* | | [Form of 2013 Special Performance-Based Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to the 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1013.htm) |

| 10.29* | | [Form of 2018 Restricted Stock Agreement (Incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on January 11, 2018 (the “January 2018 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518008592/d505807dex104.htm) |

| 10.38* | | [Form of 2023 Restricted Stock Unit Award Agreement (three-year vesting) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_3.htm) |

| 10.39* | | [Form of 2023 Employee Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_4.htm) |

| 10.40* | | [Form of 2023 Restricted Stock Unit Award Agreement (three vesting dates) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_5.htm) |

| 10.41* | | [Form of 2023 Restricted Stock Unit Award Agreement (two vesting dates) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_6.htm) |

| 10.42* | | [Form of 2023 Restricted Stock Unit Award Agreement for Directors under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_7.htm) |

| 10.49* | | [Addendum to Employment Agreement effective as of February 24, 2022 by and among Domino’s Pizza, Inc., Domino’s Pizza LLC and Richard E. Allison, Jr. (Incorporated by reference to Exhibit 10.5 to the March 2022 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022006436/dpz-ex10_5.htm) |

| 10.52* | | [Third Addendum to Amended and Restated Employment Agreement dated as of January 30, 2020 between Domino’s Pizza LLC and David A. Brandon (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended March 22, 2020).](https://www.sec.gov/Archives/edgar/data/1286681/000119312520115907/d914156dex101.htm) |

| 10.60 | | [Third Supplement dated as of October 21, 2015 to the Amended and Restated Base Indenture dated as of March 15, 2012](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex43.htm) [(Incorporated by reference to Exhibit 4.3 to the October 2015 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex43.htm) |

| 10.90 | | [Fixed Dollar Accelerated Share Repurchase Transaction Confirmation, dated April 30, 2021 (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 3, 2021).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521146642/d166747dex101.htm) |

| 10.92 | | [Agreement dated as of January 6, 2009 between Domino’s Pizza, Inc., Blue Harbour Strategic Value Partners Master Fund, LP and Blue Harbour Institutional Partners Master Fund, L.P. (Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 9, 2009).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509003891/dex101.htm) |

| Due to subsidiary | | | — | | | | 6 | |

| | | 2023 | | | | 2023 | | | | 2022 | | |

| Dividends from subsidiaries | | | — | | | | — | | | | 908,698 | |

| CHANGE IN CASH | | | (6 | ) | | | — | | | | — | |

See Note 3 to the Company’s consolidated financial statements as filed in this Form 10-K for a description of the Company's recapitalization transactions.

In 2021 and in connection with the Company's recapitalization, the amount of dividends received was in excess of current year equity in earnings from its subsidiaries, and thus a portion of these dividends was considered to be a return of investment and is classified as a cash inflow from investing activities.

| February [removed: 26, 2024] [added: 24, 2025] | | (Principal Executive Officer) |

| February [removed: 26, 2024] [added: 24, 2025] | | (Principal Financial Officer) |

| February [removed: 26, 2024] [added: 24, 2025] | | (Principal Accounting Officer) |

| February 24, 2025 |

| February 24, 2025 | | |

| February 24, 2025 | | |

| February 24, 2025 | | |

| February 24, 2025 | | |

| February 24, 2025 | | |

| February 24, 2025 | | |

| February 24, 2025 | | |

| February 24, 2025 | | |

| February 26, 2024 |

| February 26, 2024 | | |