Domino's Pizza (DPZ) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-28 10-K against the 2024-12-29 one, compared heading by heading and sentence by sentence.
Item 1A71 rewritten8 added7 removed317 unchanged
All filing items877 rewritten249 added231 removed1,757 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 1 new, 2 reworded and 24 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 249 added, 231 removed, 877 rewritten and 1,757 unchanged across 17 items that differ.
New Item 1A headings (1)
- We and our franchisees are subject to extensive laws and government regulation and requirements issued by other groups and our failure to comply with existing or increased laws and regulations could adversely affect our business and operating results.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (2)
- Our earnings and business growth
[removed: strategy][added: strategies] depend on the success of our franchisees, and we may be harmed by actions taken by our franchisees, or employees of our franchisees, which are outside of our control. - If we were to be unable or fail to recognize, respond to and effectively manage the accelerated impact of social media [added: and/or generative artificial intelligence (“AI”)] or become the subject of a boycott, our business could be adversely impacted.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
71 rewritten, 8 added, 7 removed, 317 unchanged
In the U.S., we compete primarily against [removed: regional and independent or local companies as well as] national chains Pizza Hut®, Papa John’s® and Little Caesars [removed: Pizza®.][added: Pizza® as well as regional, independent and local establishments.]
We have and may 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 [added: and other players] both in the pizza category and more broadly, that may create further pressures to grow our business in order to maintain our market share.
Competition for both customers and drivers from these order and delivery aggregators and other food delivery services has substantially increased as order and delivery aggregators have grown in size and [removed: scale.][added: scale and have diversified the food offerings available for delivery.]
Additionally, we face competition from supermarkets and meal kit and food delivery providers, with the [removed: improvement] [added: proliferation] of prepared food and meal kit offerings, expansion in meal delivery platforms and services and the trend towards convergence in grocery, deli, retail and restaurant services.
[added: macroeconomic changes,] disposable purchasing power and demographic trends; and
While substantially all U.S. franchisees purchased food and other products from us and our suppliers in [removed: 2024,] [added: 2025,] U.S. franchisees are not required to purchase food and other products from us, and they may choose to purchase from outside suppliers.
general economic and business conditions, including increases in food costs, build costs and labor costs [added: or pressured consumer spending,] which could impact profitability and demand for new stores.
Therefore, as we continue to expand, we or our franchisees may not experience the [added: anticipated store-level profitability or] gross [removed: margins we expect,] [added: margins,] our results of operations may be negatively impacted, and our stock price may decline.
Another component of our growth strategy also involves our [added: ongoing] participation on the third-party [removed: order] aggregator marketplace.
This avenue for sales may [added: ultimately] prove to be unsuccessful and sales [added: or the potential size of this opportunity] may not meet our expectations.
Our presence on the [removed: order] aggregator marketplace also introduces us to additional risks and uncertainties including the risk that orders on this marketplace may not have the same level of store-level profitability as orders through our owned channels.
Our operating results and stock price may be adversely affected if we are not successful on [removed: order] aggregator platforms.
In recent years, there 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 stores, lead to store [removed: closures] [added: closures, negatively impact sales] and adversely affect our operating results.
Economic conditions, including the inflationary [added: and cost] pressures seen in recent years, may also impact the discretionary purchasing power of our customers, especially customers with less disposable income or for whom discretionary spending represents a smaller portion of their disposable income, resulting in decreased demand for our products.
Labor shortages and increased turnover rates for our team members and those of our franchisees in [removed: recent] [added: past] 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.
Factors such as inflation, increased food costs, increased labor and employee health and benefit costs, increased rent costs, increased transportation [added: costs, increased insurance] costs and increased energy costs may adversely affect our operating costs and profitability and those of our franchisees and could result in menu price increases, which could impact consumer demand.
In addition to the increases in labor costs described above, several jurisdictions in which we and our franchisees [removed: operate] [added: operate, including California,] have recently approved minimum wage increases.
Federal, state and local proposals that increase minimum wage requirements or mandate other employee matters could, to the extent implemented, materially increase [removed: labor] [added: labor, compliance] and other costs.
[removed: The] [added: These] increased labor costs at [added: Company-owned and] franchised restaurants [removed: in California] could impact their profitability and the desire to open new stores or renew the franchise agreements for existing stores and result in additional price increases, which could impact demand for our products or lead to operational changes.
Further, [removed: this bill] [added: these changes] could prompt similar legislation in other states or localities.
Additionally, [removed: 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 and] [added: staffing,] operational challenges and [added: center interruptions and] may experience such supply chain disruptions again in the future, which could materially and adversely affect our business and operational results.
Food service businesses are affected by changes in consumer tastes, international, national, regional and local economic conditions, marketing, advertising, [removed: pricing] [added: pricing, dietary] and demographic trends.
For instance, if prevailing [added: regulatory guidance,] health or dietary preferences cause consumers to avoid pizza and other products we offer in favor of foods that are perceived as healthier, or consumers shift away from delivery or carryout food, our business and operating results would be harmed.
The potential for [removed: acts of terrorism] [added: disruptions] affecting our global food supply also exists and, if such an event occurs, could have a negative impact on us and could severely hurt sales and profits.
Moreover, as further described below, social media [added: and the rise of artificial intelligence-generated content] has dramatically increased the rate at which negative publicity, including as it relates to food-borne illness, can be disseminated before there is any meaningful opportunity to respond to or address an issue.
A decrease in sales due to these health concerns, any negative publicity or as a result of the closure of any Domino’s stores [added: stemming from these matters] could adversely affect our results of operations.
Any prolonged disruption in the operations of any of these facilities, whether due to technical, systems, operational or labor difficulties, destruction or damage to the facility, real estate issues, limited capacity or other reasons, or our failure to successfully increase capacity and open new centers, [added: have in the past and in the future] could adversely affect our business and operating results.
legal and regulatory changes, and the burdens and costs of [removed: our] compliance with a variety of foreign laws;
increases in anti-American sentiment and the identification of Domino’s as an American brand, including those seen as a result of [removed: the] [added: global] geopolitical tensions [removed: in the Middle East] and further escalations and the impact thereof; and
Additionally, an increase in [removed: tariffs, such as the] tariffs [removed: announced on February 1, 2025 on imports to the United States from Canada] and [removed: Mexico, and] any similar or retaliatory tariffs or trade [removed: policies,] [added: 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.
Our earnings and business growth [removed: strategy] [added: strategies] depend on the success of our franchisees, and we may be harmed by actions taken by our franchisees, or employees of our franchisees, which are outside of our control.
As of December [removed: 29, 2024,] [added: 28, 2025,] we had [removed: 751] [added: 754] independent U.S. franchisees operating [removed: 6,722] [added: 6,924] U.S. [added: franchise] stores.
As of that same date, [removed: 22] [added: 24] of these franchisees each owned and operated more than 50 [removed: U.S.] stores, including our largest U.S. franchisee who owned and operated [removed: 158] [added: 160] stores, and the average U.S. franchisee owned and operated approximately nine stores.
As of December [removed: 29, 2024,] [added: 28, 2025,] our largest international master franchisee operated [removed: 3,741] [added: 3,524] stores in 12 [added: international] markets, which accounted for approximately [removed: 26%] [added: 24%] of our [removed: total] international store count.
If we were to be unable or fail to recognize, respond to and effectively manage the accelerated impact of social media [added: and/or generative artificial intelligence (“AI”)] or become the subject of a boycott, our business could be adversely impacted.
The use of social media platforms and other consumer-oriented [removed: technologies] [added: technologies, including generative AI,] has increased the speed and accessibility of information dissemination and given users the ability to more effectively organize collective actions such as boycotts and other brand-damaging behaviors.
The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationships with customers, franchisees and employees, private data exposure, including payment card or other financial data, [removed: public relations] [added: publicity] impact and regulatory fines.
[removed: Artificial intelligence (“AI”)] [added: The continued rise in AI] technologies may intensify our cybersecurity risks.
We depend on the performance of suppliers, [removed: aggregators] [added: aggregators, service providers] and other third parties in our business operations.
Comparable store sales remain important in the restaurant industry and the QSR pizza category, which has historically grown on an annual basis, may not grow as quickly as other categories within the food service industry.
Future sales are not possible to estimate, and it is unclear what future sales will be.
Consumer preferences and demand for certain foods including pizza could also shift as a result of the increased use of prescription weight-loss therapies, including GLP-1 agonists and other related drugs.
There also has been political focus on environmental sustainability matters, such as climate change, the reduction of greenhouse gases and water usage.
Further, in accordance with our debt agreements, the payment of principal on the 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes (refer to Note 3 to the consolidated financial statements) may be suspended if the Holdco Leverage Ratio is less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable.
Additional information regarding our debt agreements is included in Note 3 to our consolidated financial statements.
California Assembly Bill 5 (AB-5), which went into effect on January 1, 2020, codified the “ABC test” for determining whether a worker is an employee or an independent contractor, increasing the likelihood that workers will be deemed employees rather than independent contractors in California.
Under AB-5, certain franchisees or their employees could be deemed employees of the franchisors.
We and our franchisees have faced at times a competitive labor market in recent years, which caused us and our franchisees, in certain cases, to make operational changes and delay store 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 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 future sales will be.
For example, labor and regulatory compliance costs could be adversely impacted as a result of California Assembly Bill No. 1228 (AB 1228), which raised the minimum wage for employees of restaurants that are part of a national fast food chain effective April 1, 2024.
From March 27, 2023 through March 24, 2024, the Company effectuated a temporary reduction of 0.25% to its standard 6.0% advertising contribution.
The California legislature has enacted a statute known as Assembly Bill 5 (AB-5), which went into effect on January 1, 2020.
AB-5 requires “gig economy” workers to be reclassified as employees instead of independent contractors.
However, depending upon the application of AB-5, franchisors in certain industries could be deemed to be covered by the statute, in which event certain franchisees could be deemed employees of the franchisors.
An excerpt. Shown here: 40 of 71 rewritten, all 8 added and all 7 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2025 filing and the FY2024 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
178 rewritten, 57 added, 52 removed, 257 unchanged
In this section, we discuss the results of our operations for the fiscal year ended December [removed: 29, 2024] [added: 28, 2025] compared to the fiscal year ended December [removed: 31, 2023.][added: 29, 2024.]
For a discussion of the fiscal year ended December [removed: 31, 2023] [added: 29, 2024] compared to the fiscal year ended [removed: January 1,] [added: December 31,] 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 December [removed: 31, 2023.][added: 29, 2024.]
Domino’s is the largest pizza company in the world with more than [removed: 21,300] [added: 22,100] locations in over 90 markets around the world as of December [removed: 29, 2024,] [added: 28, 2025,] and operates two distinct service models within its stores, with a significant business in both delivery and carryout.
Over [removed: more than 60] [added: the past 65] years, we have built Domino’s into one of the most widely-recognized consumer brands in the world.
We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of December [removed: 29, 2024.][added: 28, 2025.]
These master franchisees are charged with developing their geographical area, and they may profit by sub-franchising and selling [removed: food] [added: food,] and [removed: equipment] to [added: a lesser extent, other products to] those sub-franchisees, as well as by running pizza stores.
It can also yield significant cash flows to us, through [removed: a] consistent franchise royalty [removed: payment] and supply chain revenue [removed: stream, through] [added: streams, all within] an asset-light model.
We evaluate [removed: the potential impairment of] long-lived [removed: assets at least annually or] [added: assets, including property, plant, equipment and finite-lived intangible assets, for impairment] whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Our periodic evaluation is based on various [removed: analyses, including, on an annual basis,] [added: analyses including] the projection of undiscounted cash flows.
[removed: There were no triggering events in 2024, 2023 or 2022, and accordingly, we] [added: We] did not record any impairment losses on long-lived assets in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]
We are generally responsible for up to between [removed: $500,000] [added: $2.0 million] and $5.5 million per occurrence under these retention programs for owned and non-owned automobile liabilities, depending on policy year and line of coverage.
[removed: The related insurance reserves are based on undiscounted independent actuarial estimates, which] [added: These estimates] are based on historical information [removed: along with] [added: and on certain] assumptions about future events.
A 10% change in our casualty insurance liability at December [removed: 29, 2024] [added: 28, 2025] would have affected our income before provision for income taxes by approximately $5.1 million in [removed: 2024.][added: 2025.]
We had accruals for casualty insurance reserves of [removed: $50.7] [added: $51.2] million and [removed: $56.3] [added: $50.7] million at December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] respectively.
The U.S. Federal statutory income tax rate was 21% in each of [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]
Our Federal income tax provision calculated based on the Federal statutory rate was [removed: $151.7] [added: $161.8] million, [removed: $137.0] [added: $151.7] million and [removed: $120.3] [added: $137.0] million in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.
As of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] we had total foreign tax credits of [removed: $21.0] [added: $25.1] million and [removed: $16.8] [added: $21.0] 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 [removed: $1.4] [added: $1.2] million and $1.4 million as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] respectively.
Fiscal [removed: 2024] [added: 2025] Highlights
MORE Sales: Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores worldwide), increased [removed: 5.9%] [added: 5.4%] as compared to [removed: 2023.][added: 2024.]
U.S. retail sales increased [removed: 5.3%] [added: 4.8%] and international retail sales, excluding foreign currency impact, increased [removed: 6.5%,] [added: 5.9%] as compared to [removed: 2023.][added: 2024.]
Same store sales increased [removed: 3.2%] [added: 3.0%] in our U.S. stores and increased [removed: 1.6%] [added: 1.9%] in our international stores (excluding foreign currency impact).
MORE Stores: Global net store growth of [removed: 775] [added: 776] stores, including [removed: 160] [added: 172] net store openings in the U.S. and [removed: 615] [added: 604] net store openings internationally.
MORE Profits: Income from operations increased [removed: 7.3%.][added: 8.5%.]
Excluding the negative impact of foreign currency, Domino’s experienced global retail sales growth during [removed: 2024,] [added: 2025,] driven by same store sales growth and net store growth in both our U.S. and international businesses.
These factors, as well as gross margin dollar improvement within supply [removed: chain driven primarily by procurement productivity,] [added: chain,] also contributed to an increase in income from operations.
| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |
| U.S. stores | | $ | [removed: 9,500.1] [added: 9,952.9] | | | $ | [removed: 9,026.1] [added: 9,500.1] | | | $ | [removed: 8,751.7] [added: 9,026.1] | |
| International stores | | | [removed: 9,624.1] [added: 10,173.9] | | | | [removed: 9,249.7] [added: 9,624.1] | | | | [removed: 8,788.2] [added: 9,249.7] | |
| Total | | $ | [removed: 19,124.2] [added: 20,126.8] | | | $ | [removed: 18,275.8] [added: 19,124.2] | | | $ | [removed: 17,539.9] [added: 18,275.8] | |
| U.S. stores | | | \+ [removed: 5.3%] [added: 4.8%] | | | | \+ [removed: 3.1%] [added: 5.3%] | | | | \+ [removed: 1.3%] [added: 3.1%] | |
| International stores (excluding foreign currency impact) [removed: (1)] | | | \+ [removed: 6.5%] [added: 5.9%] | | | | \+ [removed: 7.7%] [added: 6.5%] | | | | \+ [removed: 6.3%] [added: 7.7%] | |
| Total (excluding foreign currency impact) [removed: (2)] | | | \+ [removed: 5.9%] [added: 5.4%] | | | | \+ [removed: 5.4%] [added: 5.9%] | | | | \+ [removed: 3.9%] [added: 5.4%] | |
| | | [added: 2025 | | | |] 2024 | | [added: | |] 2023 | | [removed: 2022] |
| U.S. Company-owned stores | | \+ [removed: 3.5%] [added: 1.5%] | | \+ [removed: 5.4%] [added: 3.5%] | | [removed: (2.6)%] [added: \+ 5.4%] |
| U.S. franchise stores | | \+ [removed: 3.2%] [added: 3.0%] | | \+ [removed: 1.4%] [added: 3.2%] | | [removed: (0.7)%] [added: \+ 1.4%] |
| U.S. stores | | \+ [removed: 3.2%] [added: 3.0%] | | \+ [removed: 1.6%] [added: 3.2%] | | [removed: (0.8)%] [added: \+ 1.6%] |
| International stores (excluding foreign currency impact) | | \+ [removed: 1.6%] [added: 1.9%] | | \+ [removed: 1.7%] [added: 1.6%] | | \+ [removed: 0.1%] [added: 1.7%] |
U.S. same store sales increased [removed: 3.2%] [added: 3.0%] during [removed: 2024,] [added: 2025,] rolling over an increase in U.S. same store sales of [removed: 1.6%] [added: 3.2%] in [removed: 2023.][added: 2024.]
International same store sales (excluding foreign currency impact) increased [removed: 1.6%] [added: 1.9%] during [removed: 2024,] [added: 2025,] rolling over an increase in international same store sales (excluding foreign currency impact) of [removed: 1.7%] [added: 1.6%] in [removed: 2023.][added: 2024.]
Our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits.
The strategic imperatives of our Hungry for MORE strategy are as follows:
*Most Delicious Food:* We believe we have the best pizza in the industry, and our menu has even more mouthwatering options beyond pizza.
We will continue to showcase the breadth of our menu, while highlighting the deliciousness of our food through our innovative marketing promotions.
*Operational Excellence:* We are relentless in our focus on convenience, consistency and efficiency for our customers.
*Renowned Value:* We are committed to continuing to offer competitive pricing and personalized value for our customers that is innovative and memorable.
*Enhanced by Best-in-Class Franchisees:* Our franchisees play a vital role in driving results and excitement across the more than 90 markets in which we operate.
Casualty insurance reserves are based on undiscounted actuarial estimates.
Our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits.
The increase in U.S. same store sales was primarily driven by both higher customer transaction counts and higher average ticket, each driven in part by the launch of our Parmesan Stuffed Crust pizza.
Multiple windows of our “Best Deal Ever” promotion also drove higher customer transaction counts during 2025.
| Openings | | | 5 | | | | 174 | | | | 179 | | | | 953 | | | | 1,132 | |
| Closings | | | — | | | | (7 | ) | | | (7 | ) | | | (349 | ) | | | (356 | ) |
| Store count at December 28, 2025 | | | 262 | | | | 6,924 | | | | 7,186 | | | | 14,956 | | | | 22,142 | |
| Fiscal 2025 net store growth | | | 5 | | | | 167 | | | | 172 | | | | 604 | | | | 776 | |
2025 compared to 2024
| | | 2025 | | | | | | | | 2024 | | | | | | |
The increase in supply chain revenues was primarily attributable to higher order volumes and an increase in our food basket pricing to stores, but these increases were partially offset by a shift in the relative mix of products we sell and the transition of our equipment and supplies business to a third-party supplier in 2024.
U.S. franchise advertising revenues also increased as a result of a decrease in advertising incentives and the increase in the advertising contribution rate.
| | | 2025 | | | | | | | | 2024 | | | | | | |
Revenues from U.S. Company-owned store operations decreased $18.7 million, or 4.8%, in 2025 primarily driven by the refranchising of the Maryland market in May 2025, but this decrease was partially offset by higher same store sales.
These increases were partially offset by the negative impact of changes in foreign currency exchange rates of approximately $0.6 million in 2025.
| | | 2025 | | | | | | | | 2024 | | | | | | |
| Total revenues | | $ | 4,940.0 | | | | 100.0 | % | | $ | 4,706.4 | | | | 100.0 | % |
| | | 2025 | | | | | | | | 2024 | | | | | | |
Food costs increased 0.9 percentage points to 29.9% in 2025 driven by the increase in the food basket pricing to stores.
Labor costs were 31.3% in both 2025 and 2024.
Higher insurance costs drove the remaining decrease in U.S. Company-owned store gross margin as a percentage of revenues in 2025.
| | | 2025 | | | | | | | | 2024 | | | | | | |
Food costs decreased 0.4 percentage points to 70.9% in 2025 driven primarily by procurement productivity, partially offset by the increase in the cost of our food basket.
Higher insurance costs partially offset these improvements in supply chain gross margin as a percentage of revenues in 2025.
General and administrative expenses increased $4.6 million, or 1.0%, in 2025, primarily due to approximately $5 million in severance expenses associated with an organizational realignment that took place in the first quarter of 2025, as well as higher computer and insurance expenses.
These increases were partially offset by expenses related to our Worldwide Rally in the second quarter of 2024, which takes place every two years and did not reoccur in 2025.
Refranchising Gain
During 2025, we refranchised 37 U.S. Company-owned stores, primarily in Maryland, for net proceeds of $8.6 million.
The pre-tax refranchising gain associated with the sale of the related assets and liabilities, including a $1.4 million reduction in goodwill, was $4.0 million and was recorded in refranchising gain in our consolidated statements of income.
Interest expense, net, increased $2.2 million, or 1.3%, in 2025, due to lower interest income on our cash equivalents.
We applied the relevant provisions of the One Big Beautiful Bill Act following its enactment on July 4, 2025, including provisions related to bonus depreciation, research and development and foreign derived intangible income and it did not have a material impact on our effective tax rate.
| | | 2025 | | | | 2024 | | |
In addition, lower general and administrative expenses also contributed to the increase in international franchise Segment Income in 2025.
We also have a global agreement with Uber Technologies, Inc. to allow customers to order Domino’s products through their marketplace.
| | | |
| --- | --- | --- |
| (1) | | 2024 fiscal year figure excludes the impact of the Russia market. Including the impact of the Russia market, international stores retail sales growth, excluding foreign currency impact, was 6.1%. |
| (2) | | 2024 fiscal year figure excludes the impact of the Russia market. Including the impact of the Russia market, total global retail sales growth, excluding foreign currency impact, was 5.7%. |
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.
| Store count at January 2, 2022 | | | 375 | | | | 6,185 | | | | 6,560 | | | | 12,288 | | | | 18,848 | |
| Openings | | | 5 | | | | 136 | | | | 141 | | | | 1,135 | | | | 1,276 | |
| Closings | | | (3 | ) | | | (12 | ) | | | (15 | ) | | | (229 | ) | | | (244 | ) |
| Fiscal 2024 net store growth | | | 6 | | | | 154 | | | | 160 | | | | 615 | | | | 775 | |
Russia Market
On August 21, 2023, our master franchisee that owned and operated Domino’s Pizza® stores in Russia announced its intent to file for bankruptcy with respect to the stores in that market.
Therefore, as of August 21, 2023, we have considered the stores in the Russia market to be closed and they are excluded from our ending store count as of the end of the third quarter of 2023.
We have presented our statistical measure of global retail sales growth, excluding foreign currency impact for fiscal 2024 excluding the retail sales from the Russia market from the 2023 retail sales base.
We believe the impact of the Russia market on our statistical measure of global retail sales growth, excluding foreign currency impact for the other periods presented was immaterial.
We believe the impact of the Russia market on our statistical measure of same store sales growth for the periods presented was immaterial, and we also believe the impact of the Russia market on our consolidated statements of income related to international franchise royalties and fee revenues and general and administrative expenses for the periods presented was immaterial.
We have not received any royalties and fees from the operations of the Russia market subsequent to the Russian invasion of Ukraine in February 2022.
| | | 2024 | | | | | | | | 2023 | | | | | | |
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.
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.
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.
Food costs decreased 0.1 percentage points to 29.0% in 2024.
These improvements in labor cost were partially offset by higher wage rates in our U.S. Company-owned stores.
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.
Labor costs increased 0.1 percentage points to 9.2% in 2024 due primarily to higher wage rates in our supply chain centers in 2024.
General and administrative expenses increased $24.9 million, or 5.7%, in 2024 due primarily to higher labor costs, partially offset by a shift in the timing of investments.
Interest expense, net, decreased $5.9 million, or 3.2%, in 2024 driven by higher interest income earned on our cash equivalents in 2024.
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 no outstanding borrowings and $143.6 million of available borrowing capacity under our 2021 Variable Funding Notes, net of letters of credit issued of $56.4 million.
On September 16, 2022, certain of our subsidiaries issued a variable funding note facility which allows for advances of up to $120.0 million of Series 2022-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the “2022 Variable Funding Notes”).
*2021 Variable Funding Notes*
In connection with the 2021 Recapitalization, certain of our subsidiaries issued a variable funding note facility which allows for advances of up to $200.0 million of Series 2021-1 Variable Funding Senior Secured Notes, Class A-1 Notes and certain other credit instruments, including letters of credit (the “2021 Variable Funding Notes”).
Gross proceeds from the issuance of the 2021 Notes were $1.85 billion.
Gross proceeds from the issuance of the 2018 Notes were $825.0 million.
Gross proceeds from the issuance of the 2017 Notes were $1.9 billion.
*2015 Recapitalization*
The notes consisted of $500.0 million of Series 2015-1 3.484% Fixed Rate Senior Secured Notes, Class A-2-I (the “2015 Five-Year Notes”), $800.0 million Series 2015-1 4.474% Fixed Rate Senior Secured Notes, Class A-2-II (the “2015 Ten-Year Notes” and collectively with the 2015 Five-Year Notes, the “2015 Notes”).
An excerpt. Shown here: 40 of 178 rewritten, 40 of 57 added and 40 of 52 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
6 rewritten, 0 added, 2 removed, 13 unchanged
In connection with the [added: refinancings and] recapitalizations of our business, we have issued fixed rate notes and entered into variable funding notes, and, at December [removed: 29, 2024,] [added: 28, 2025,] we are exposed to interest rate risk on borrowings under our [removed: variable funding notes.][added: 2025 Variable Funding Notes.]
As of December [removed: 29, 2024,] [added: 28, 2025,] we did not have any outstanding borrowings under our [removed: 2022 and 2021] [added: 2025] Variable Funding Notes.
Our [removed: 2022 and 2021] [added: 2025] Variable Funding Notes bear interest at fluctuating interest rates based on the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment.
Accordingly, a rising interest rate environment could result in higher interest expense due on borrowings under our [removed: 2022 and 2021] [added: 2025] Variable Funding Notes, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.
Approximately [removed: 6.8%] [added: 6.9%] of our total revenues in [removed: 2024, 6.9%] [added: 2025, 6.8%] of our total revenues in [removed: 2023] [added: 2024] and [removed: 6.5%] [added: 6.9%] of our total revenues in [removed: 2022] [added: 2023] 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: $28.2] [added: $30.0] million in [removed: 2024.][added: 2025.]
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.
Item 1. Business.
70 rewritten, 20 added, 23 removed, 245 unchanged
Domino’s is the largest pizza company in the world with more than [removed: 21,300] [added: 22,100] locations in over 90 markets around the world as of December [removed: 29, 2024,] [added: 28, 2025,] and operates two distinct service models within its stores, with a significant business in both delivery and carryout.
Over [removed: more than 60] [added: the past 65] years, we have built Domino’s into one of the most widely-recognized consumer brands in the world.
We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of December [removed: 29, 2024.][added: 28, 2025.]
We [removed: also] have [removed: a global agreement] [added: multinational agreements] with Uber Technologies, Inc. [added: and DoorDash, Inc.] to allow customers to order Domino’s products through their [removed: marketplace.][added: respective marketplaces.]
These master franchisees are charged with developing their geographical area, and they may profit by sub-franchising and selling [removed: food] [added: food,] and [added: to a lesser extent,] other products to those sub-franchisees, as well as by running pizza stores.
It can also yield significant cash flows to us, through [removed: a] consistent franchise royalty [removed: payment] and supply chain revenue [removed: stream, through] [added: streams, all within] an asset-light model.
Our [removed: Industry][added: Industry and Competition]
The [removed: U.S.] QSR pizza category is [removed: large] [added: large, fragmented] and [removed: fragmented.][added: highly competitive.]
[removed: The] [added: From 2024 through 2025, the] U.S. QSR pizza category [added: grew from $42.8 billion to $43.4 billion and] is primarily comprised of [removed: delivery, dine-in] [added: dine-in, delivery] and carryout, with [removed: carryout and] delivery [added: and carryout] comprising the two largest segments.
In the U.S., we compete in the delivery and carryout segments of the [removed: pizza industry, and we are the dollar market share leader for delivery and carryout among] [added: QSR] pizza [removed: QSRs.][added: category.]
The four industry leaders, including Domino’s, account for approximately [removed: 60%] [added: 61%] of U.S. pizza [removed: delivery, based on reported consumer spending, with the remaining dollars going to regional chains] [added: delivery] and [added: approximately 51% of U.S. pizza carryout, with regional,] independent [removed: or] [added: and] local [removed: establishments.][added: establishments comprising the remainder of the category.]
In the U.S., we compete [added: primarily] against [removed: regional and independent or local companies as well as] national chains Pizza Hut®, Papa John’s® and Little Caesars [removed: Pizza®.][added: Pizza® as well as regional, independent and local establishments.]
[removed: Internationally,] [added: Outside the U.S.,] we compete primarily with Pizza [removed: Hut,] [added: Hut and] Papa John’s [removed: and] [added: which have significant global presence, as well as] country-specific national, regional and local pizzerias.
No customer accounted for more than 10% of our total consolidated revenues in [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]
As of December [removed: 29, 2024,] [added: 28, 2025,] our largest franchisee based on store count, Domino’s Pizza Enterprises (DMP: ASX), operated [removed: 3,741] [added: 3,524] stores in 12 international markets, which accounted for approximately [removed: 26%] [added: 24%] of our international store count and [removed: 18%] [added: 16%] of our global store count.
Revenues from this master franchisee accounted for [removed: 1.5%] [added: 1.4%] of our consolidated revenues in [removed: 2024.][added: 2025.]
Our typical store also offers side items including bread products, wings, boneless chicken, pastas, oven-baked sandwiches, [removed: dips,] soft drink products and desserts.
In the U.S., delivery and carryout generally contribute [removed: evenly] [added: meaningfully] to our overall system transaction [removed: count.][added: count and retail sales.]
During [removed: 2024,] [added: 2025,] our U.S. stores segment accounted for [removed: $1.54] [added: $1.61] billion, or [removed: 33%,] [added: 32.6%,] of our consolidated revenues.
Our U.S. stores segment is comprised primarily of our franchise operations, which consisted of [removed: 6,722] [added: 6,924] franchised stores located in the U.S. as of December [removed: 29, 2024.][added: 28, 2025.]
We also [added: owned and] operated a network of [removed: 292] [added: 262] U.S. Company-owned [removed: stores] [added: stores, for a total U.S. store count of 7,186] as of December [removed: 29, 2024.][added: 28, 2025.]
As of December [removed: 29, 2024,] [added: 28, 2025,] franchised stores represented approximately 96% of our total store count within our U.S. stores segment.
As of December [removed: 29, 2024,] [added: 28, 2025,] our network of [removed: 6,722] [added: 6,924] U.S. franchise stores was owned and operated by [removed: 751] [added: 754] independent U.S. franchisees.
As of December [removed: 29, 2024,] [added: 28, 2025,] the average U.S. franchisee owned and operated approximately nine stores and had been in our franchise system for over 15 years.
Additionally, [removed: 22] [added: 24] of our U.S. franchisees operated more than 50 stores (including our largest U.S. franchisee who operated [removed: 158] [added: 160] stores) and [removed: 223] [added: 211] of our U.S. franchisees each operated one store as of December [removed: 29, 2024.][added: 28, 2025.]
We had a franchise agreement renewal rate of approximately 99% in [removed: 2024.][added: 2025.]
During [removed: 2024,] [added: 2025,] our international franchise segment accounted for [removed: $318.7] [added: $338.7] million, or [removed: 7%,] [added: 6.9%,] of our consolidated revenues.
As of December [removed: 29, 2024,] [added: 28, 2025,] we had [removed: 14,352] [added: 14,956] international franchised stores.
Stores in eight of our ten largest international markets in terms of store count are operated by master franchise companies that are publicly traded on stock exchanges as noted in the [removed: below table.][added: table below.]
The following table shows our store count as of December [removed: 29, 2024] [added: 28, 2025] in our ten largest international markets, which accounted for approximately [removed: 65%] [added: 66%] of our international stores as of that date.
| India (JUBLFOOD: NS) | | | [removed: 2,136] [added: 2,396] | |
| United Kingdom (DOM: L) | | | [removed: 1,299] [added: 1,325] | |
| China (1405: HK) | | | [removed: 1,011] [added: 1,321] | |
| Mexico (ALSEA: MX) | | | [removed: 961] [added: 990] | |
| Japan (DMP: ASX) | | | [removed: 943] [added: 773] | |
| Australia (DMP: ASX) | | | [removed: 742] [added: 734] | |
| Turkey (JUBLFOOD: NS) | | | [removed: 728] [added: 761] | |
| South Korea | | | [removed: 484] [added: 488] | |
| France (DMP: ASX) | | | [removed: 462] [added: 437] | |
The master franchisee is also required to pay a continuing royalty fee as a percentage of sales, which varies among international markets and may also differ based on certain incentives and concessions and averaged approximately 3.0% in [removed: 2024.][added: 2025.]
Carryout includes both carryout and drive-through occasions.
We are the market share leader in both delivery and carryout, with approximately 32.9% and 19.6% share in each segment, respectively, based on consumer spending data (Source: Circana, CREST®, twelve months ended December 2025.
Data of share information provided by Circana is preliminary and is based on simulated results; data is not considered final until published by Circana.)
Internationally, the QSR pizza category is also fragmented and highly competitive.
During 2025, we launched our Parmesan Stuffed Crust Pizza, as well as our Spicy Chicken Bacon Ranch specialty pizza and Garlic and Cinnamon Bread Bites.
International market offerings vary by country and culture, such as the Croissant Pizza in Spain and Mexico, the Chocolate Volcano Pizza in China or the Chicken Burst Pizza (double layer of chicken toppings) in India.
| Canada | | | 650 | |
We also have a global agreement with a third-party supplier under which substantially all our U.S. stores and certain international stores may procure equipment and supplies.
In 2025, we continued to make progress on updating our eCommerce platforms.
As of December 28, 2025, we have fully launched the website and mobile web portion of the redesign and we are in the process of rolling out an updated version of our mobile apps.
We do this with our pizza and by living our values every day.
Fulfilling this vision requires focusing on those efforts that are most important to our business and stakeholders.
We have three pillars of stewardship that guide our work.
*Planet:* We focus on science-based climate targets and actions to reduce our greenhouse gas emissions, address deforestation, and reduce impacts from water, waste, and packaging.
We are committed to achieving zero deforestation across all primary commodities linked to deforestation and have established a deforestation policy in furtherance of this commitment.
*People:* We create a company culture that provides a safe, inclusive workspace, with development pathways and supportive benefits.
We have also strengthened our commitment to local communities and national partners.
Finally, our remaining corporate giving priorities center around topics that are highly relevant to ensuring our communities are places where we, our business, and our team members can thrive: hunger relief and farming.
We recently expanded our multi-year commitments to No Kid Hungry and Future Farmers of America (FFA).
*Pizza:* We increase supply chain transparency through maintaining our supplier standards and food safety requirements, providing nutritional details, and maintaining our animal care standards.
From 2019 through 2024, the U.S. QSR pizza category has grown from $37.6 billion to $42.1 billion.
It is the second-largest category, by sales, within the $358.4 billion U.S. QSR sector.
Delivery segment dollars of $16.9 billion in 2024 (up from $13.9 billion in 2019) account for approximately 40% of total U.S. consumer spend at pizza QSRs.
From 2019 to 2024, the carryout segment grew from $17.3 billion to $20.5 billion.
The four industry leaders, including Domino’s, account for approximately 52% of the U.S. carryout segment.
(Source: Circana, CREST, year ending December 2024).
In contrast to the U.S., international pizza delivery is relatively underdeveloped, with only Domino’s and two other competitors having a significant global presence.
Our Competition
The global pizza delivery and carryout segments, as well as the broader QSR sector, are highly competitive.
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.
| 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.
Within the pizza QSR segment, we are number one in delivery with approximately 32% share of delivery dollars, and we are also leading in carryout with approximately 19% share of carryout/drive-thru QSR pizza consumer spending (Source: Circana, CREST).
We believe our scale and market coverage allow us to effectively serve our customers’ demands for convenience and timely delivery.
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.
We drafted our stewardship vision, with notable goals and objectives to drive change in the years and decades to come, and with pillars that ladder up to that vision and our underlying long-term goals.
We have continued our efforts to better understand our environmental and social impacts.
We engaged outside experts to measure and quantify our environmental footprint, and identify opportunities to improve.
We also continue to highlight important stewardship topics with consumers, including our recent efforts to promote the ability to recycle pizza boxes throughout the U.S. We also launched a fleet of electric vehicles as part of an initiative to solve a business need with a solution that is also good for the planet.
Domino’s also has a long history of caring for the communities we serve.
Included in that effort was Domino’s 10-year, $100 million commitment to raise funds to build the Domino’s Village at St. Jude, a housing complex that accommodates up to 140 patient families during long-term stays at the hospital, which opened in 2023.
An excerpt. Shown here: 40 of 70 rewritten, all 20 added and all 23 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2025 filing and the FY2024 filing.
Cover and table of contents
5 rewritten, 1 added, 1 removed, 89 unchanged
For the fiscal year ended December [removed: 29, 2024][added: 28, 2025]
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: 16, 2024] [added: 15, 2025] computed by reference to the closing price of Domino’s Pizza, Inc.’s common stock on the [removed: New York] [added: Nasdaq] Stock [removed: Exchange] [added: Market LLC] on such date was [removed: $18,146,606,802.][added: $15,285,523,540.]
As of February [removed: 17, 2025,] [added: 16, 2026,] Domino’s Pizza, Inc. had [removed: 34,296,712] [added: 33,628,897] 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: 23, 2025] [added: 21, 2026] are incorporated by reference into Part III.
| Item 16. | [Form 10-K Summary.](#item16_form10k_summary) | [removed: 100] [added: 99] |
| [SIGNATURES](#signatures) | | 100 |
| [SIGNATURES](#signatures) | | 101 |
Item 1C. Cybersecurity.
3 rewritten, 0 added, 0 removed, 26 unchanged
Cybersecurity and related matters are a recurring topic at meetings of the Audit Committee and the Company’s Executive Vice President and Chief Technology [added: and Data] Officer (“CTO”) and Chief Information Security Officer (“CISO”) provide the Audit Committee with an update on the Company’s cybersecurity risk profile and strategy at multiple Audit Committee meetings each year.
The Company’s CISO regularly provides updates to the Enterprise Risk Committee at relevant meetings and provides additional updates to the Company’s Chief Executive Officer, [added: Chief Operating Officer and President, Domino’s U.S.,] Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel and Corporate Secretary and CTO on a regular basis in between the meetings of the Enterprise Risk Committee.
The Company trains its team members through annual cybersecurity awareness training, phishing simulations and periodic communications about timely cybersecurity topics and [removed: threats.][added: threats and conducts certain tabletop exercises designed to ensure appropriate responsiveness in the event of an actual cybersecurity incident or threat.]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
11 rewritten, 5 added, 6 removed, 11 unchanged
As of February [removed: 17, 2025,] [added: 16, 2026,] Domino’s Pizza, Inc. had 170,000,000 authorized shares of common stock, par value $0.01 per share, of which [removed: 34,296,712] [added: 33,628,897] were issued and outstanding.
As of February [removed: 17, 2025,] [added: 16, 2026,] there were [removed: 1,458] [added: 1,440] registered holders of record of Domino’s Pizza, Inc.’s common stock.
[removed: Beginning on January 2, 2025,] Domino’s Pizza, Inc.’s common stock is traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol [removed: “DPZ” following our voluntary withdrawal from listing on the New York Stock Exchange (“NYSE”) after market close on December 31, 2024.][added: “DPZ.”]
Our Board of Directors declared a quarterly dividend of [removed: $1.74] [added: $1.99] per common share on February [removed: 19, 2025] [added: 18, 2026] payable on March [removed: 28, 2025] [added: 30, 2026] to shareholders of record at the close of business on March [removed: 14, 2025.][added: 13, 2026.]
[removed: On February 21, 2024, our Board of Directors authorized an additional share repurchase program to repurchase up to $1.0 billion] [added: As] of [removed: our common stock, in addition to the $141.3] [added: December 28, 2025, we had $459.7] million [removed: that was previously] remaining under [added: the $1.0 billion share repurchase authorization approved by] our Board of [removed: Directors’ previous July 20, 2021 authorization for a total authorization of $1.14 billion] [added: Directors on February 21, 2024,] for [removed: future share] repurchases [removed: as] of [removed: that date.][added: shares of our common stock.]
The following table summarizes our repurchase activity during the fourth quarter ended December [removed: 29, 2024:][added: 28, 2025:]
[removed: 3,700] [added: 3,980] 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: $437.79.][added: $412.71.]
The following comparative stock performance line graph compares the cumulative shareholder return of the common stock of Domino’s Pizza, Inc. (Nasdaq: DPZ) for the five-year period between [removed: December 27, 2019] [added: January 3, 2021,] and December [removed: 29, 2024,] [added: 28, 2025,] 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 [removed: December 27, 2019.][added: January 3, 2021.]
[removed: ][added: ]
| Period #10 (September 8, 2025 to October 5, 2025) | | | 1,196 | | | $ | 428.35 | | | | — | | | $ | 539,681 | |
| Period #11 (October 6, 2025 to November 2, 2025) | | | 1,708 | | | | 396.69 | | | | — | | | | 539,681 | |
| Period #12 (November 3, 2025 to November 30, 2025) | | | 58,595 | | | | 415.70 | | | | 57,519 | | | | 515,776 | |
| Period #13 (December 1, 2025 to December 28, 2025) | | | 131,007 | | | | 428.18 | | | | 131,007 | | | | 459,681 | |
| Total | | | 192,506 | | | $ | 424.10 | | | | 188,526 | | | $ | 459,681 | |
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 | |
Item 8. Financial Statements and Supplementary Data.
419 rewritten, 130 added, 110 removed, 564 unchanged
We have audited the accompanying consolidated balance sheets of Domino’s Pizza, Inc. and its subsidiaries (the “Company”) as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] 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: 29, 2024,] [added: 28, 2025,] including the related notes and schedule of condensed financial information [removed: listed] [added: as of December 28, 2025 and December 29, 2024 and for each of the three years] in the [removed: index] [added: period ended December 28, 2025] appearing under Item [removed: 15(a)(2)] [added: 15] (collectively referred to as the “consolidated financial statements”).
We also have audited the Company’s internal control over financial reporting as of December [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in *Internal Control - Integrated Framework (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: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 29, 2024] [added: 28, 2025] 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: 29, 2024,] [added: 28, 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the COSO.
As of December [removed: 29, 2024,] [added: 28, 2025,] the Company had accruals for these casualty insurance matters of [removed: $50.7] [added: $51.2] million.
[removed: The casualty insurance reserves are based on undiscounted independent actuarial estimates, which] [added: These estimates] are based on historical information [removed: along with] [added: and on certain] assumptions about future events.
[removed: Management utilizes various methods, including] [added: As disclosed by management,] analyses of historical trends and actuarial valuation [removed: methods,] [added: methods are utilized] to estimate the [removed: cost to settle reported] [added: ultimate claim costs for] claims [added: incurred as of the balance sheet date] and [added: for] claims incurred but not yet reported.
The principal considerations for our determination that performing procedures relating to the valuation of casualty insurance reserves is a critical audit matter are (i) the significant judgment by management when developing the [removed: estimated] [added: casualty insurance] reserves; (ii) a high degree of auditor [removed: judgment] [added: judgment, subjectivity,] and effort in performing procedures relating to the actuarial valuation methods used to [removed: develop future] [added: estimate the] ultimate claim costs and [removed: actuarial] [added: in evaluating management's significant] assumptions related to the severity, duration and frequency of claims, legal cost associated with claims, healthcare trends and projected inflation; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures also included, among [removed: others, obtaining and evaluating] [added: others (i) reading] the Company’s casualty insurance [added: retention] program documents and [added: (ii)] testing the [added: completeness and accuracy of the] underlying historical claims [removed: data.][added: data used in the actuarial valuation methods.]
Professionals with specialized skill and knowledge were used to assist in testing management’s process for [removed: estimating] [added: developing] the [removed: valuation of] casualty insurance reserves, including evaluating [added: (i)] the appropriateness of the actuarial valuation methods and [added: (ii)] the reasonableness of [removed: actuarial] [added: the significant] assumptions related to the severity, duration and frequency of claims, legal cost associated with claims, healthcare trends and projected inflation.
| | | December [removed: 29,] [added: 28,] | | | | December [removed: 31,] [added: 29,] | | |
| | | [added: 2025 | | | |] 2024 | | | | 2023 | | |
| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | [removed: $] | 186,126 | | | [removed: $] | 114,098 | | [added: | | 60,356 | |]
| Restricted cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | 195,370 | | | | 200,870 | | [added: | | 191,289 | |]
| Accounts receivable, net of reserves of [removed: $5,834] [added: $5,805] in [removed: 2024] [added: 2025] and [removed: $5,885] [added: $5,834] in [removed: 2023] [added: 2024] | | | [removed: 309,104] [added: 315,958] | | | | [removed: 282,809] [added: 309,104] | |
| Inventories | | | [removed: 70,919] [added: 79,189] | | | | [removed: 82,964] [added: 70,919] | |
| Prepaid expenses and other | | | [removed: 40,363] [added: 39,767] | | | | [removed: 30,215] [added: 40,363] | |
| Advertising fund assets, restricted | | | [removed: 103,396] [added: 117,502] | | | | [removed: 106,335] [added: 103,396] | |
| Total current assets | | | [removed: 905,278] [added: 894,201] | | | | [removed: 817,291] [added: 905,278] | |
| Land and buildings | | | [removed: 104,793] [added: 105,559] | | | | [removed: 108,791] [added: 104,793] | |
| Leasehold and other improvements | | | [removed: 191,718] [added: 193,673] | | | | [removed: 176,817] [added: 191,718] | |
| Equipment | | | [removed: 390,542] [added: 413,303] | | | | [removed: 364,620] [added: 390,542] | |
| Construction in progress | | | [removed: 22,717] [added: 46,184] | | | | [removed: 24,505] [added: 22,717] | |
| Accumulated depreciation and amortization | | | [removed: (408,591] [added: (434,697] | ) | | | [removed: (370,368] [added: (408,591] | ) |
| Property, plant and equipment, net | | | [removed: 301,179] [added: 324,022] | | | | [removed: 304,365] [added: 301,179] | |
| Operating lease right-of-use assets | | | [removed: 210,302] [added: 219,485] | | | | [removed: 207,323] [added: 210,302] | |
| Investments in marketable securities, restricted | | | [removed: 20,638] [added: 24,971] | | | | [removed: 16,720] [added: 20,638] | |
| Goodwill | | | [removed: 11,578] [added: 10,726] | | | | [removed: 11,688] [added: 11,578] | |
| Capitalized software, net of accumulated amortization of [removed: $193,854] [added: $201,120] in [removed: 2024] [added: 2025] and [removed: $183,980] [added: $193,854] in [removed: 2023] [added: 2024] | | | [removed: 155,025] [added: 159,256] | | | | [removed: 134,105] [added: 155,025] | |
| Investment in DPC Dash | | | [removed: 82,699] [added: 36,070] | | | | [removed: 143,553] [added: 82,699] | |
| Other assets | | | [removed: 26,882] [added: 25,627] | | | | [removed: 26,174] [added: 26,882] | |
| Deferred income tax assets, net | | | [removed: 23,432] [added: 22,101] | | | | [removed: 13,680] [added: 23,432] | |
| Total other assets | | | [removed: 530,556] [added: 498,236] | | | | [removed: 553,243] [added: 530,556] | |
| Total assets | | $ | [removed: 1,737,013] [added: 1,716,459] | | | $ | [removed: 1,674,899] [added: 1,737,013] | |
| Current portion of long-term debt | | $ | [removed: 1,149,679] [added: 6,131] | | | $ | [removed: 56,366] [added: 1,149,679] | |
| Accounts payable | | | [removed: 85,898] [added: 135,029] | | | | [removed: 106,267] [added: 85,898] | |
| Accrued compensation | | | [removed: 58,203] [added: 53,204] | | | | [removed: 54,689] [added: 58,203] | |
| Accrued interest | | | [removed: 32,783] [added: 32,322] | | | | [removed: 33,367] [added: 32,783] | |
| Operating lease liabilities | | | [removed: 39,920] [added: 47,553] | | | | [removed: 39,330] [added: 39,920] | |
| Insurance reserves | | | [removed: 25,658] [added: 26,169] | | | | [removed: 28,135] [added: 25,658] | |
Casualty insurance reserves are based on undiscounted actuarial estimates.
February 23, 2026
| | | 2025 | | | | 2024 | | |
| | | | 758,719 | | | | 709,770 | |
| U.S. franchise advertising | | | 559,494 | | | | 509,853 | | | | 473,195 | |
| Net income | | $ | 601,704 | | | $ | 584,170 | | | $ | 519,118 | |
| Net income | | | — | | | | — | | | | — | | | | 601,704 | | | | — | |
| Purchases of common stock | | | (785,280 | ) | | | (8 | ) | | | (51,434 | ) | | | (306,522 | ) | | | — | |
| Balance at December 28, 2025 | | | 33,627,992 | | | $ | 336 | | | $ | 1,910 | | | $ | (3,898,622 | ) | | $ | (4,766 | ) |
| | | December 28, | | | | December 29, | | | | December 31, | | |
| Net income | | $ | 601,704 | | | $ | 584,170 | | | $ | 519,118 | |
Customer-facing software is typically amortized over a shorter useful life, while back office and corporate systems may have a longer useful life.
| 2026 | | $ | 27,334 | |
| 2027 | | | 19,115 | |
| 2028 | | | 13,858 | |
| 2029 | | | 10,776 | |
| 2030 | | | 10,772 | |
| Thereafter | | | 44,739 | |
| | | $ | 126,594 | |
| 2026 | | $ | 4,815 | |
| 2027 | | | 3,574 | |
| 2028 | | | 2,154 | |
| 2029 | | | 1,831 | |
| 2030 | | | 1,524 | |
| Thereafter | | | 3,420 | |
| | | $ | 17,318 | |
Cash payments for interest and income taxes in 2025, 2024 and 2023 were as follows:
| Cash paid for interest on Notes (Note 3) | | $ | 185,020 | | | $ | 184,996 | | | $ | 186,810 | |
| Cash paid for income taxes, net of refunds | | | | | | | | | | | | |
| Federal | | $ | 103,500 | | | $ | 105,015 | | | $ | 89,017 | |
| Aggregated state and local jurisdictions | | | 29,914 | | | | 28,796 | | | | 24,183 | |
| Foreign | | | 28,479 | | | | 27,228 | | | | 23,090 | |
| Net cash paid for income taxes | | $ | 161,893 | | | $ | 161,039 | | | $ | 136,290 | |
The Company paid $3.0 million and $2.6 million in excise taxes on share repurchases in 2025 and 2024, respectively.
*ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*
In September 2025, the FASB issued *ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”),* to modernize the accounting guidance for the costs to develop software for internal use.
The standard applies to costs incurred to develop or obtain software for internal use.
ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming.
Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.
The new standard also supersedes the guidance related to costs incurred to develop a website.
The actuarial valuation methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date.
February 24, 2025
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 709,770 | | | | 674,733 | |
| Balance at January 2, 2022 | | | 36,138,273 | | | $ | 361 | | | $ | 840 | | | $ | (4,207,917 | ) | | $ | (2,820 | ) |
| Net income | | | — | | | | — | | | | — | | | | 452,263 | | | | — | |
| Purchases of common stock | | | (739,847 | ) | | | (7 | ) | | | (12,819 | ) | | | (280,914 | ) | | | — | |
| Purchases of franchise operations and other assets | | | — | | | | — | | | | (6,814 | ) |
| 2025 | | $ | 28,340 | |
| 2026 | | | 20,565 | |
| 2027 | | | 12,705 | |
| 2028 | | | 10,390 | |
| 2029 | | | 10,385 | |
| Thereafter | | | 20,752 | |
| | | $ | 103,137 | |
On March 28, 2023, DPC Dash completed its initial public offering on the Hong Kong Exchange (HK: 1405).
Refer to Note 3 for a description of the 2021, 2019, 2018, 2017 and 2015 Recapitalizations.
| 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.
Beginning on March 27, 2023, the Company effectuated a temporary reduction of 0.25% to its standard 6.0% advertising contribution.
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.
The Company paid interest of $185.0 million, $186.8 million and $188.5 million during 2024, 2023 and 2022, respectively, on its Notes (Note 3).
Cash paid for income taxes was $161.0 million, $136.3 million and $134.4 million in 2024, 2023 and 2022, respectively.
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.
*ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*
In November 2023, the FASB issued *ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)*, which requires disclosure on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within the reported measure of segment profit or loss.
In addition, the ASU requires disclosure of other segment expenses by reportable segment and a description of their composition to permit the reconciliation between segment revenue, significant segment expenses and the reported segment measure of profit or loss.
The ASU also requires disclosure of the title and position of the chief operating decision maker.
*ASU 2024-03* is effective for annual reporting fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted.
The Company borrowed and repaid $120.0 million under its 2021 Variable Funding Notes (as defined below) in 2022.
2015 Recapitalization
The notes consisted of $500.0 million Series 2015-1 3.484% Fixed Rate Senior Secured Notes, Class A-2-I (the “2015 Five-Year Notes”) and $800.0 million Series 2015-1 4.474% Fixed Rate Senior Secured Notes, Class A-2-II (the “2015 Ten-Year Notes” and, together with the 2015 Five-Year Notes, the “2015 Notes”).
An excerpt. Shown here: 40 of 419 rewritten, 40 of 130 added and 40 of 110 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures.
3 rewritten, 0 added, 0 removed, 13 unchanged
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: 29, 2024] [added: 28, 2025] 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: 29, 2024.][added: 28, 2025.]
The effectiveness of the Company’s internal control over financial reporting as of December [removed: 29, 2024,] [added: 28, 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Item 9B. Other Information.
3 rewritten, 2 added, 1 removed, 4 unchanged
During the fiscal quarter ended December [removed: 29, 2024,] [added: 28, 2025,] the following Section 16 officer adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 under Regulation S-K of the Exchange Act):
[removed: Sandeep Reddy,] [added: Garrido,] our Executive Vice President, Chief [removed: Financial] [added: Restaurant] Officer, adopted a new Rule 10b5-1 trading arrangement on December [removed: 10, 2024.][added: 18, 2025.]
The plan’s maximum duration is until [removed: December 31, 2025,] [added: July 18, 2028,] and first trades will not occur until March [removed: 11, 2025] [added: 19, 2026] at the earliest.
Frank R.
The trading plan, which is subject to certain conditions, is intended to permit Mr. Garrido to exercise and sell from time to time a tranche of 950 stock options.
The trading plan, which is subject to certain conditions, is intended to permit Mr. Reddy to sell from time to time an aggregate of up to 3,299 shares of our common stock, the actual amount of which may be less based on tax withholdings and performance and vesting conditions of performance-based stock units and restricted stock units, upon such vesting.
Item 10. . Directors, Executive Officers and Corporate Governance.
17 rewritten, 9 added, 7 removed, 36 unchanged
| Russell J. Weiner | [removed: 56] [added: 57] | Chief Executive Officer and Director |
| Joseph H. Jordan | [removed: 51] [added: 52] | [added: Chief Operating Officer and] President, [added: Domino’s] U.S. [removed: and Global Services] |
| Sandeep Reddy | [removed: 54] [added: 55] | Executive Vice President, Chief Financial Officer |
| Kelly E. Garcia | [removed: 49] [added: 50] | Executive Vice President, Chief Technology [added: and Data] Officer |
| Frank R. Garrido | [removed: 54] [added: 55] | Executive Vice President, Chief Restaurant Officer |
| Cynthia A. Headen | [removed: 56] [added: 57] | Executive Vice President, Chief Supply Chain Officer |
| [removed: Kevin S. Morris] [added: Ryan K. Mulally] | [removed: 64] [added: 51] | Executive Vice President, General Counsel and Corporate Secretary |
| Maureen S. Pittenger | [removed: 51] [added: 52] | Executive Vice President, Chief Human Resources Officer |
| Katherine E. Trumbull | [removed: 43] [added: 44] | Executive Vice President, Chief Marketing Officer |
Mr. Weiner [added: has served on Domino’s Board of Directors since April 2022 and] also serves on the Board of Directors of The Clorox Company.
Jordan has served as Domino’s [added: Chief Operating Officer and] President, [added: Domino’s] U.S. [removed: and Global Services] since [removed: May 2022.][added: March 2025.]
Mr. Jordan previously served as [added: President, U.S. and Global Services from May 2022 to March 2025,] Executive Vice President of International from April 2018 to April 2022, Senior Vice President and Chief Marketing Officer from May 2015 to April 2018, and joined Domino’s as Vice President of Innovation in September 2011.
Mr. Jordan also serves on the Board of Directors of The Boston Beer Company, Inc. [removed: and DPC Dash Ltd.]
Garcia has served as Domino’s Executive Vice President, Chief Technology [added: and Data] Officer since [removed: October 2020.][added: March 2025.]
Prior to his current role, Mr. Garcia served as [added: Executive Vice President, Chief Technology Officer from October 2020 to March 2025 and] Senior Vice President, Chief Technology Officer from April 2019 to October [removed: 2020.][added: 2020, after joining Domino’s in July 2012 as Vice President, eCommerce Development.]
[removed: Morris] [added: Mulally] has served as Domino’s Executive Vice President, General Counsel [removed: since January 2017] and [removed: also as] Corporate Secretary since [removed: October 2018.][added: March 2025.]
The remaining information required by this item is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of December [removed: 29, 2024.][added: 28, 2025.]
| Weiking Ng | 49 | Executive Vice President, International |
Mr. Garrido has been appointed to serve on the Board of Directors of El Pollo Loco Holdings, Inc., effective March 1, 2026.
Ryan K.
Prior to his current role, Mr. Mulally served as Vice President and Assistant General Counsel from October 2018 to March 2025, Director of Corporate Counsel from October 2011 to September 2018 and joined Domino’s as Labor and Employment Counsel in August 2008.
Prior to joining Domino’s, Mr. Mulally was a partner with Dickinson Wright.
Weiking Ng has served as Domino’s Executive Vice President, International since April 2025.
Prior to his current role, Mr. Ng served as Vice President, International for Asia, Middle East and Africa since 2024 after joining the Domino’s international business team in 2020.
Prior to joining Domino’s, Mr. Ng served as vice president, APAC Strategy at Hilton, and has previously held leadership roles at McDonald’s, as well as time as a management consultant for Boston Consulting Group and Accenture.
Mr. Ng serves on the Board of Directors of DPC Dash Ltd.
Mr. Weiner has served on Domino’s Board of Directors since April 2022 when he was elected in conjunction with his appointment as Chief Executive Officer effective May 2022.
Mr. Garcia joined Domino’s in July 2012 as Vice President, eCommerce Development.
Kevin S.
Prior to joining Domino’s, Mr. Morris served at Equinox Holdings, Inc. and its various operating subsidiaries and affiliates from December 2012 to January 2017, most recently as Senior Vice President, General Counsel and Corporate Secretary.
Mr. Morris operated his own private legal practice from July 2009 to November 2012.
Prior to 2009, Mr. Morris served as Vice President and Associate General Counsel at Global Hyatt Corporation (the predecessor in interest to Hyatt Hotels Corporation) from 1999 to 2008.
Prior to 1999, Mr. Morris served as a Senior International Attorney and Staff Director at McDonald’s Corporation after beginning his career as an attorney at Rudnick & Wolfe LLP.
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 29, 2024.][added: 28, 2025.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 29, 2024.][added: 28, 2025.]
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 29, 2024.][added: 28, 2025.]
Item 14. Principal Accountant Fees and Services.
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 29, 2024.][added: 28, 2025.]
Item 15. Exhibits and Financial Statement Schedules.
84 rewritten, 4 added, 16 removed, 116 unchanged
Consolidated Balance Sheets as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023][added: 29, 2024]
Consolidated Statements of Income for the Years Ended December [added: 28, 2025, December] 29, [removed: 2024,] [added: 2024 and] December 31, 2023 [removed: and January 1, 2023]
Consolidated Statements of Comprehensive Income for the Years Ended December [added: 28, 2025, December] 29, [removed: 2024,] [added: 2024 and] December 31, 2023 [removed: and January 1, 2023]
Consolidated Statements of Stockholders’ Deficit for the Years Ended December [added: 28, 2025, December] 29, [removed: 2024,] [added: 2024 and] December 31, 2023 [removed: and January 1, 2023]
Consolidated Statements of Cash Flows for the Years Ended December [added: 28, 2025, December] 29, [removed: 2024,] [added: 2024 and] December 31, 2023 [removed: and January 1, 2023]
Financial Statement [removed: Schedules:] [added: Schedule:] The following financial statement schedule is attached to this report.
| 3.1 | | [removed: [Form of Second] [added: [Third Amended and] Restated Certificate of Incorporation of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.1 to the [removed: Domino’s Pizza, Inc. registration statement on] [added: registrant's] Form [removed: S-1] [added: 8-K] filed on April [removed: 13, 2004 (Reg. No. 333-114442)] [added: 25, 2025] (the [removed: “S-1”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312504091718/dex31.htm)] [added: “April 2025 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312525096735/d574686dex31.htm)] |
| 3.2 | | [removed: [Certificate of Amendment to the Second] [added: [Fifth Amended and] Restated [removed: Certificate of Incorporation] [added: By-Laws] of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.2 to the [removed: Form 10-Q for the quarter ended June 14, 2015).](https://www.sec.gov/Archives/edgar/data/1286681/000156459015005457/dpz-ex32_20150614137.htm)] [added: April 2025 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312525096735/d574686dex32.htm)] |
| [removed: 3.3] [added: 10.40*] | | [removed: [Fourth Amended] [added: [Amended] and Restated [removed: By-Laws] [added: Employment Agreement dated as] of [added: March 2, 2022 by and between] Domino’s [removed: Pizza, Inc.] [added: Pizza LLC and Joseph H. Jordan] (Incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] to the registrant’s current report on Form 8-K filed on [removed: October 12, 2023).](https://www.sec.gov/Archives/edgar/data/1286681/000119312523255001/d424830dex31.htm)] [added: March 4, 2022).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522065165/d312023dex101.htm)] |
| 4.1 | | [Description of Securities of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex4_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1286681/000119312526062321/dpz-ex4_1.htm)] |
| 10.12 | | [Fourteenth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of May 31, 2019 (Incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the June 2019 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519194379/d774471dex102.htm) |
| 10.15* | | [Domino’s Pizza Deferred Compensation Plan effective as of October 8, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_15.htm)] [added: 2024 (Incorporated by reference to Exhibit 10.15 to the registrant's annual report on Form 10-K for the year ended December 29, 2024 (the “2024 10-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_15.htm)] |
| 10.36* | | [removed: [Time Sharing] [added: [Employment] Agreement dated as of February [removed: 24,] [added: 25,] 2022 by and between Domino’s Pizza LLC and [removed: Russell J. Weiner] [added: Sandeep Reddy] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the March 2022 [removed: 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex102.htm)] [added: 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex103.htm)] |
| [removed: 10.37*] [added: 10.42*] | | [removed: [Employment] [added: [Letter] Agreement dated as of February [removed: 25,] [added: 24,] 2022 by and between Domino’s Pizza LLC and [removed: Sandeep Reddy] [added: Arthur P. D’Elia] (Incorporated by reference to Exhibit [removed: 10.3] [added: 10.44] to the [removed: March 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex103.htm)] [added: 2024 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_44.htm)] |
| [removed: 10.38*] [added: 10.37*] | | [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: 10.39*] [added: 10.38*] | | [Second Addendum to Amended and Restated Employment Agreement dated as of December 29, 2018 between Domino’s Pizza LLC and David A. Brandon (Incorporated by reference to Exhibit 10.39 to the registrant’s annual report on Form 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) |
| [removed: 10.40*] [added: 10.39*] | | [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) |
| 10.41* | | [removed: [Amended and Restated Employment] [added: [Employment] Agreement dated as of [removed: March 2, 2022] [added: September 21, 2020] by and between Domino’s Pizza LLC and [removed: Joseph H. Jordan] [added: Kelly E. Garcia.] (Incorporated by reference to Exhibit [removed: 10.1] [added: 10.54] to the [removed: registrant’s current report on Form 8-K filed on March 4, 2022).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522065165/d312023dex101.htm)] [added: 2023 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_54.htm)] |
| 10.42* | | [Employment Agreement dated as of [removed: September 21,] [added: July 30,] 2020 by and between Domino’s Pizza LLC and [removed: Kelly E. Garcia.] [added: Arthur P. D’Elia.] (Incorporated by reference to Exhibit [removed: 10.54] [added: 10.55] to the 2023 [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_54.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_55.htm)] |
| 10.43* | | [removed: [Employment] [added: [Separation] Agreement [added: and General Release] dated as of [removed: July 30, 2020] [added: October 21, 2024] by and between [removed: Domino’s] [added: Domino's] Pizza LLC and Arthur P. [removed: D’Elia.] [added: D'Elia] (Incorporated by reference to Exhibit [removed: 10.55] [added: 10.45] to the [removed: 2023 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_55.htm)] [added: 2024 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_45.htm)] |
| 10.44* | | [removed: [Letter] [added: [Employment] Agreement dated as of [removed: February 24, 2022] [added: August 3, 2020] by and between Domino’s Pizza LLC and [removed: Arthur P. D’Elia](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_44.htm).] [added: Cynthia A. Headen.](https://www.sec.gov/Archives/edgar/data/1286681/000119312526062321/dpz-ex10_44.htm)] |
| [removed: 10.46] [added: 10.45*] | | [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: 10.47] [added: 10.46] | | [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: 10.48] [added: 10.47] | | [First Supplement dated as of September 16, 2013 to the Amended and Restated Base Indenture dated as of March 15, 2012 (Incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed on October 22, 2015 (the “October 2015 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex41.htm) |
| [removed: 10.49] [added: 10.48] | | [Second 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/d51248dex42.htm) [(Incorporated by reference to Exhibit 4.2 to the October 2015 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex42.htm) |
| [removed: 10.50] [added: 10.49] | | [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) |
| [removed: 10.51] [added: 10.50] | | [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: 10.52] [added: 10.51] | | [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) |
| [removed: 10.53] [added: 10.52] | | [Sixth Supplement dated as of April 16, 2021 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 registrant’s Current Report on Form 8-K filed on April 20, 2021 (the “April 2021 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex41.htm) |
| [removed: 10.54] [added: 10.53] | | [Seventh Supplement dated as of December 30, 2021 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 10.62 to the 2021 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022002426/dpz-ex10_62.htm) |
| [removed: 10.55] [added: 10.54] | | [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) |
| [removed: 10.56] [added: 10.60] | | [Series [removed: 2015-1] [added: 2025-1] Supplement [removed: dated as of October 21, 2015] to the Amended and Restated Base [removed: Indenture] [added: Indenture,] dated [removed: March 15, 2012] [added: September 5, 2025,] among Domino’s Pizza Master Issuer LLC, Domino’s [added: SPV Canadian Holding Company Inc., Domino’s] Pizza Distribution LLC, Domino’s [removed: IP Holder] [added: Progressive Foods Distribution] LLC and Domino’s [removed: SPV Canadian Holding Company Inc.,] [added: IP Holder LLC,] each as [removed: a] Co-Issuer of [removed: the] Series [removed: 2015-1 3.484%] [added: 2025-1 4.930%] Fixed Rate Senior Secured Notes, Class [removed: A-2-I, the] [added: A-2-I and] Series [removed: 2015-1 4.474%] [added: 2025-1 5.217%] Fixed Rate Senior Secured Notes, Class [removed: A-2-II and the Series 2015-1 Variable Funding Senior Notes, Class A-1,] [added: A-2-II,] and Citibank, N.A., as Trustee and [removed: Series 2015-1] Securities Intermediary (Incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to the [removed: October 2015 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex44.htm)] [added: September 2025 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312525198332/d946118dex42.htm)] |
| [removed: 10.57] [added: 10.56] | | [Series 2017-1 Supplement dated as of July 24, 2017 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, Series 2017-1 Securities Intermediary and Calculation Agent (Incorporated by reference to Exhibit 4.2 to the July 2017 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517234418/d428320dex42.htm) |
| [removed: 10.58] [added: 10.57] | | [Supplemental Indenture, dated as of April 24, 2018, 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 of Series 2018-1 4.116% Fixed Rate Senior Secured Notes, Class A-2-I and Series 2018-1 4.328% Fixed Rate Senior Secured Notes, Class A-2-II, 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 April 25, 2018 (the “April 2018 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518131454/d538225dex41.htm) |
| [removed: 10.59] [added: 10.58] | | [Supplemental Indenture, dated November 19, 2019, 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 of Series 2019-1 3.668% Fixed Rate Senior Secured Notes, Class A-2, 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 November 19, 2019 (the “November 2019 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519295552/d806337dex41.htm) |
| [removed: 10.60] [added: 10.59] | | [Supplemental Indenture, dated April 16, 2021, 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 of Series 2021-1 2.662% Fixed Rate Senior Secured Notes, Class A-2-I and Series 2021-1 3.151% Fixed Rate Senior Secured Notes, Class A-2-II, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.2 to the April 2021 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex42.htm) |
| [removed: 10.61] [added: 10.55] | | [removed: [Series 2022-1] [added: [Ninth] Supplement to the Amended and Restated Base Indenture, dated as of September [removed: 16, 2022,] [added: 5, 2025,] by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution [added: LLC, Domino’s Progressive Foods Distribution] LLC and Domino’s IP Holder LLC, each as Co-Issuer, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.1 to the [removed: registrant's current report] [added: registrant’s Current Report] on Form 8-K filed on September [removed: 16, 2022] [added: 8, 2025] (the “September [removed: 2022 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522246362/d394498dex41.htm)] [added: 2025 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312525198332/d946118dex41.htm)] |
| 10.62 | | [Purchase [removed: Agreement] [added: Agreement,] dated [removed: as of October 14, 2015] [added: April 18, 2018, by and] among Domino’s Pizza Master Issuer LLC, Domino’s [added: SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s] IP Holder LLC, Domino’s [removed: Pizza Distribution LLC and] [added: Pizza, Inc.,] Domino’s [removed: SPV Canadian Holding Company Inc. for] [added: Pizza LLC, Domino’s, Inc.,] the [removed: Series 2015-1 3.484% Fixed Rate Senior Secured Notes, Class A-2-I] [added: guarantors party thereto] and [added: Guggenheim Securities, LLC, as representative of] the [removed: Series 2015-1 4.474% Fixed Rate Senior Secured Notes, Class A-2-II] [added: initial purchasers named in Schedule I thereto] (Incorporated by reference to Exhibit [removed: 10.1] [added: 1.1] to the [removed: October 2015 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex101.htm)] [added: April 2018 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518131454/d538225dex11.htm)] |
| [removed: 10.63] [added: 10.61] | | [Purchase Agreement dated as of June 12, 2017 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, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, Domino’s Pizza, Inc. and Domino’s Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers (Incorporated by reference to Exhibit 10.1 to the Domino’s Pizza, Inc. Current Report on Form 8-K, filed on June 14, 2017 (the “June 2017 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517202942/d382329dex101.htm) |
| 10.64 | | [Purchase Agreement, dated April [removed: 18, 2018, by and] [added: 8, 2021,] among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution [removed: LLC,] [added: LLC and] Domino’s IP Holder LLC, [added: each as Co-Issuer,] Domino’s [removed: Pizza, Inc.,] [added: SPV Guarantor LLC,] Domino’s Pizza [added: Franchising] LLC, [removed: Domino’s,] [added: Domino’s Pizza](https://www.sec.gov/Archives/edgar/data/1286681/000119312521110986/d148163dex991.htm) [International Franchising] Inc., [added: Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager,] the [removed: guarantors party thereto] [added: Company] and [added: Domino’s Inc., as parent companies, and] Guggenheim Securities, [removed: LLC,] [added: LLC and Barclays Capital Inc.,] as [removed: representative of the] initial purchasers [removed: named in Schedule I thereto] (Incorporated by reference to Exhibit [removed: 1.1] [added: 99.1] to the [added: registrant’s Current Report on Form 8-K filed on] April [removed: 2018 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518131454/d538225dex11.htm)] [added: 9, 2021).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521110986/d148163dex991.htm)] |
| 10.69 | | [Omnibus Amendment and Reaffirmation Agreement, dated as of September 5, 2025, among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., Progressive Food Solutions LLC, Domino’s Pizza, Inc., Barclays Capital Inc., as Initial Purchaser Representative, Midland Loan Services, a division of PNC Bank, National Association, as Servicer and Control Party, FTI Consulting, Inc., a Maryland corporation, as Back-Up](https://www.sec.gov/Archives/edgar/data/1286681/000119312525198332/d946118dex102.htm) |
| | | [Manager, and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the September 2025 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312525198332/d946118dex102.htm) |
| | | 2025 | | | | 2024 | | |
| | | December 28, | | | | December 29, | | | | December 31, | | |
| | | |
| --- | --- | --- |
| 10.45* | | [Separation Agreement and General Release dated as of October 21, 2024 by and between Domino’s Pizza LLC and Arthur P. D’Elia.](https://www.sec.gov/Archives/edgar/data/1286681/000095017025025223/dpz-ex10_45.htm) |
| 10.68 | | [First Amendment dated as of May 15, 2023 to the Class A-1 Note Purchase Agreement, dated as of April 16, 2021, by and between 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, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC, Domino’s EQ LLC and Domino’s SPV Guarantor LLC, each as Guarantor, Domino’s Pizza LLC, as manager, and Coöperatieve Rabobank U.A., New York Branch, as administrative agent ((Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended June 18, 2023).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023033925/dpz-ex10_1.htm) |
| 10.69 | | [Second Amendment dated as of September 19, 2023 to the Class A-1 Note Purchase Agreement, dated as of April 16, 2021, by and between 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, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC, Domino’s EQ LLC and Domino’s SPV Guarantor LLC, each as Guarantor, Domino’s Pizza LLC, as manager, and Coöperatieve Rabobank U.A., New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.78 to the 2023 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_78.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) |
| | | [IP Holder LLC, each as Co-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent (Incorporated by reference to Exhibit 10.1 to the September 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522246362/d394498dex101.htm) |
| 10.73 | | [Amendment No. 1 dated as of October 21, 2015 to the Amended and Restated](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex103.htm) [Management Agreement dated as of March 15, 2012 among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s Pizza LLC, as Manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A. as Trustee](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex103.htm) [(Incorporated by reference to Exhibit 10.3 to the October 2015 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex103.htm) |
| 10.74 | | [Amendment No. 2 dated as of July 24, 2017 to the Amended and Restated Management Agreement dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.1 to the July 2017 8-K)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517234418/d428320dex101.htm) |
| 10.75 | | [Amendment No. 3 dated as of April 16, 2021 to the Amended and Restated Management Agreement by and among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the April 2021 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex102.htm) |
| 10.76 | | [Amendment No. 4 dated as of December 30, 2021 to the Amended and Restated Management Agreement dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.79 to the 2021 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022002426/dpz-ex10_79.htm) |
| 10.77 | | [Amendment No. 5 dated as of September 16, 2022 to the Amended and Restated Management Agreement dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the September 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522246362/d394498dex102.htm) |
| 10.78 | | [Parent Company Support Agreement dated as of March 15, 2012 made by Domino’s Pizza, Inc. in favor of Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.4 to the October 2015 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex104.htm) |
| 10.79 | | [Amendment No. 1 dated as of October 21, 2015 to the Parent Company Support Agreement dated as of March 15, 2012 made by Domino’s Pizza, Inc. in favor of Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.5 to the October 2015 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312515350900/d51248dex105.htm) |
| 10.80 | | [Amendment No. 2 dated April 16, 2021 to the Parent Company Support Agreement dated as of March 15, 2012 made by Domino’s Pizza, Inc. in favor of Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.3 to the April 2021 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex103.htm) |
| 10.81 | | [Omnibus Amendment No. 1, dated December](https://www.sec.gov/Archives/edgar/data/1286681/000119312517373784/d513737dex101.htm) [15, 2017, 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, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent (Incorporated by reference to Exhibit 10.1 to the Domino’s Pizza, Inc. Current Report on Form 8-K, filed on December 19, 2017).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517373784/d513737dex101.htm) |
An excerpt. Shown here: 40 of 84 rewritten, all 4 added and all 16 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary.
3 rewritten, 13 added, 6 removed, 41 unchanged
| February [removed: 24, 2025] [added: 23, 2026] | | (Principal Executive Officer) |
| February [removed: 24, 2025] [added: 23, 2026] | | (Principal Financial Officer) |
| February [removed: 24, 2025] [added: 23, 2026] | | (Principal Accounting Officer) |
| February 23, 2026 |
| February 23, 2026 | | |
| February 23, 2026 | | |
| February 23, 2026 | | |
| /s/ Diane L. Cafritz | | |
| Diane L. Cafritz | | Director |
| February 23, 2026 | | |
| February 23, 2026 | | |
| February 23, 2026 | | |
| /s/ Stephen H. Kramer | | |
| Stephen H. Kramer | | Director |
| February 23, 2026 | | |
| February 23, 2026 | | |
| February 24, 2025 |
| February 24, 2025 | | |
| /s/ C. Andrew Ballard | | |
| C. Andrew Ballard | | Director |
| /s/ Diana F. Cantor | | |
| Diana F. Cantor | | Director |