What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-04 · 134 added, 66 removed, 437 unchanged (31% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

September 30,

Current assets:

25 unchanged sentences

Common stock, $ .01 par value, 250,000,000 shares authorized;

109,448,529 shares issued and 49,784,613 shares outstanding at July 1, 2025 and 108,387,574 shares issued and 51,332,298 shares outstanding at December 31, 2024

109,502,394 shares issued and 49,819,581 shares outstanding at September 30, 2025 and 108,387,574 shares issued and 51,332,298 shares outstanding at December 31, 2024

Additional paid-in capital

Retained earnings

Treasury stock inclusive of excise tax, 59,663,916 and 57,055,276 shares at cost at July 1, 2025 and December 31, 2024, respectively

Treasury stock inclusive of excise tax, 59,682,813 and 57,055,276 shares at cost at September 30, 2025 and December 31, 2024, respectively

( 1,973,471 )

7 unchanged sentences

(In thousands, except per share data)

September 30, 2025

October 1, 2024

September 30, 2025

October 1, 2024

Costs and expenses:

4 unchanged sentences

Depreciation and amortization expenses

Impairment of assets and lease termination expenses/(income)

Impairment of assets and lease termination (income)/expenses

Acquisition-related contingent consideration, compensation and amortization expenses

14 unchanged sentences

(In thousands)

Other comprehensive gain/(loss):

September 30, 2025

October 1, 2024

September 30, 2025

October 1, 2024

Other comprehensive (loss)/gain:

Foreign currency translation adjustment

Other comprehensive gain/(loss)

Other comprehensive (loss)/gain:

Total comprehensive income

3 unchanged sentences

(In thousands, except per share data)

For the twenty-six weeks ended July 1, 2025:

For the thirty-nine weeks ended September 30, 2025:

Comprehensive

16 unchanged sentences

( 1,972,286 )

For the twenty-six weeks ended July 2, 2024:

Foreign currency translation adjustment

Cash dividends declared common stock, net of forfeitures, $ 0.27 per share

Stock-based compensation

Common stock issued under stock-based compensation plans

Treasury stock purchases, inclusive of excise tax

Balance, September 30, 2025

( 1,973,471 )

For the thirty-nine weeks ended October 1, 2024:

Comprehensive

14 unchanged sentences

( 1,828,382 )

Foreign currency translation adjustment

Cash dividends declared common stock, net of forfeitures, $ 0.27 per share

Stock-based compensation

Treasury stock purchases, inclusive of excise tax

Balance, October 1, 2024

( 1,829,462 )

See the accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

September 30, 2025

October 1, 2024

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization expenses

Impairment of assets and lease termination expenses

Impairment of assets and lease termination (income)/expenses

Loss on debt extinguishment

58 unchanged sentences

For more information regarding the risks to our business relating to the geopolitical and macroeconomic events, see Part II, Item 1A of this report “Risk Factors,” and “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

Recent Accounting Pronouncements and Tax Legislation

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied prospectively, however, retrospective application is permitted.

The amendment should be applied prospectively;

however, retrospective application is permitted.

We will adopt the ASU in our annual report on Form 10 - K for the fiscal year ending December 30, 2025, using a prospective transition method.

Management is currently evaluating this ASU to determine its impact on our disclosures.

9 unchanged sentences

Management is currently evaluating this ASU to determine its impact on our consolidated financial statements.

On July 4, 2025, the U.S.

1 (a bill “To provide for reconciliation pursuant to Title II of H.

The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions and provides for the permanent extension of several business tax benefits originally introduced under the 2017 Tax Cuts and Jobs Act.

The enactment of H.R.

1 did not have a material impact on the condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

This ASU is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption permitted.

The amendments in the ASU should be applied prospectively.

Management is currently evaluating this ASU to determine its impact on our consolidated financial statements.

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, which amends certain aspects of the accounting and disclosure for internal-use software costs.

The ASU removes all references to prescriptive and sequential software development stages.

The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method.

Management is currently evaluating this ASU to determine its impact on our consolidated financial statements.

Fair Value Measurements

4 unchanged sentences

The following tables present the components and classification of our assets and liabilities that are measured at fair value on a recurring basis (in thousands):

September 30, 2025

Assets/(Liabilities)

8 unchanged sentences

The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration and compensation liabilities categorized as Level 3 (in thousands):

September 30, 2025

October 1, 2024

Beginning balance

2 unchanged sentences

The fair value of the acquisition-related contingent consideration and compensation liabilities was determined utilizing a Monte Carlo model based on estimated future revenues, margins and volatility factors, among other variables and estimates and has no minimum or maximum payment.

The undiscounted range of outcomes per the Monte Carlo model utilized to determine the fair value of the acquisition-related contingent consideration and compensation liabilities on July 1, 2025 was $ 0.0 million to $ 142.4 million.

Results could change materially if different estimates and assumptions were used.

During the first six months of fiscal 2025 and 2024, we made payments of $ 8.7 million and $ 6.5 million, respectively, per the Fox Restaurant Concept LLC (“FRC”) acquisition agreement.

During the first nine months of fiscal 2025 and 2024, we made payments of $ 8.7 million and $ 6.5 million, respectively, per the Fox Restaurant Concept LLC (“FRC”) acquisition agreement.

The fair values of our cash and cash equivalents, accounts and other receivables, income taxes receivable, prepaid expenses, accounts payable, income taxes payable and other accrued liabilities approximate their carrying amounts due to their short duration.

The fair value of our Revolver Facility (as defined below) approximates carrying value due to the variable interest rate.

As of July 1, 2025, we had $ 69.0 million aggregate principal amount of convertible senior notes due 2026 (“2026 Notes”) outstanding.

The estimated fair value of the 2026 Notes based on a market approach as of July 1, 2025 was approximately $ 69.7 million and was determined based on the estimated or actual bids and offers of the 2026 Notes in an over-the-counter market on the last business day of the reporting period.

The increase in the fair value of the 2026 Notes was primarily due to an increase in our stock price from the date of the issuance of the 2026 Notes.

As of July 1, 2025, we had $ 575.0 million aggregate principal amount of convertible senior notes due 2030 (“2030 Notes”) outstanding.

The estimated fair value of the 2030 Notes based on a market approach as of July 1, 2025 was approximately $ 629.6 million and was determined based on the estimated or actual bids and offers of the 2030 Notes in an over-the-counter market on the last business day of the reporting period.

As of September 30, 2025, we had $ 69.0 million aggregate principal amount of convertible senior notes due 2026 (“2026 Notes”) outstanding.

The estimated fair value of the 2026 Notes based on a market approach as of September 30, 2025 was approximately $ 67.9 million and was determined based on the estimated or actual bids and offers of the 2026 Notes in an over-the-counter market on the last business day of the reporting period.

The decrease in the fair value of the 2026 Notes was primarily due to a decrease in our stock price from the date of the issuance of the 2026 Notes.

As of September 30, 2025, we had $ 575.0 million aggregate principal amount of convertible senior notes due 2030 (“2030 Notes”) outstanding.

The estimated fair value of the 2030 Notes based on a market approach as of September 30, 2025 was approximately $ 587.1 million and was determined based on the estimated or actual bids and offers of the 2030 Notes in an over-the-counter market on the last business day of the reporting period.

The increase in the fair value of the 2030 Notes was primarily due to an increase in our stock price from the date of the issuance of the 2030 Notes.

1 unchanged sentence

Inventories consisted of (in thousands):

September 30, 2025

December 31, 2024

3 unchanged sentences

The following tables present information related to gift cards (in thousands):

September 30, 2025

October 1, 2024

September 30, 2025

October 1, 2024

Gift card liabilities:

2 unchanged sentences

Ending balance

September 30, 2025

October 1, 2024

September 30, 2025

October 1, 2024

Gift card contract assets:

9 unchanged sentences

In the first quarter of fiscal 2025 we repaid $ 110.0 million on the Revolver Facility.

As of July 1, 2025, we had net availability for borrowings of $ 366.5 million, based on no outstanding debt balance and $ 33.5 million in standby letters of credit under the Revolver Facility.

As of September 30, 2025, we had net availability for borrowings of $ 366.5 million, based on no outstanding debt balance and $ 33.5 million in standby letters of credit under the Revolver Facility.

Under the Revolver Facility, we are subject to the following financial covenants as of the last day of each fiscal quarter:

1 unchanged sentence

The Net Adjusted Leverage Ratio includes a rental expense multiplier of six .

As of July 1, 2025, we were in compliance with all the foregoing covenants in effect at that date.

As of September 30, 2025, we were in compliance with all the foregoing covenants in effect at that date.

Borrowings under the Loan Agreement bear interest, at the Company’s election, at a rate equal to either:

24 unchanged sentences

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

As of July 1, 2025, the conversion rate for the 2030 Notes was 14.1377 shares of common stock per $ 1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $ 70.73 per share of common stock.

The 2030 Notes are redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after March 20, 2028 and on or before the 35th scheduled trading day immediately before the maturity date, but only if (i) the notes are “Freely Tradable” (as defined in the 2030 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date we send the related redemption notice;

As of September 30, 2025, the conversion rate for the 2030 Notes was 14.1377 shares of common stock per $ 1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $ 70.73 per share of common stock.

date, but only if (i) the notes are “Freely Tradable” (as defined in the 2030 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date we send the related redemption notice;

and (ii) the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send such redemption notice;

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However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 2030 Indenture consists exclusively of the right of the noteholders to receive special interest on the 2030 Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the 2030 Notes.

As of July 1, 2025, the 2030 Notes had a gross principal balance of $ 575.0 million and a balance of $ 559.6 million, net of unamortized issuance costs of $ 15.4 million.

As of September 30, 2025, the 2030 Notes had a gross principal balance of $ 575.0 million and a balance of $ 560.4 million, net of unamortized issuance costs of $ 14.6 million.

The net carrying value of the 2030 Notes is included in long-term debt within total liabilities on the condensed consolidated balance sheet.

Total amortization expense was $ 0.8 million and $ 1.1 million during the thirteen and twenty-six weeks ended July 1, 2025.

The effective interest rate for the 2030 Notes was 2.57 % as of July 1, 2025.

Total amortization expense was $ 0.8 million and $ 1.9 million during the thirteen and thirty-nine weeks ended September 30, 2025.

The effective interest rate for the 2030 Notes was 2.57 % as of September 30, 2025.

2026 Convertible Senior Notes

3 unchanged sentences

The 2026 Note Repurchase Transaction was accounted for as a debt extinguishment.

The 2026 Note Repurchase Transactions resulted in a $ 15.9 million loss on early debt extinguishment in the first quarter of fiscal 2025, of which $ 2.1 million consisted of unamortized issuance costs.

Note Repurchase Transactions resulted in a $ 15.9 million loss on early debt extinguishment in the first quarter of fiscal 2025, of which $ 2.1 million consisted of unamortized issuance costs.

The 2026 Notes are senior, unsecured obligations and are (i) equal in right of payment with our existing and future senior, unsecured indebtedness;

12 unchanged sentences

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2026 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

As of July 1, 2025, the conversion rate for the 2026 Notes was 14.0195 shares of common stock per $ 1,000 principal amount of the 2026 Notes, which represents a conversion price of approximately $ 71.33 per share of common stock.

In connection with the cash dividend that was declared by our Board of Directors (“Board”) on July 23, 2025, on August 11, 2025 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the 2026 Notes in accordance with the terms.

As of September 30, 2025, the conversion rate for the 2026 Notes was 14.0812 shares of common stock per $ 1,000 principal amount of the 2026 Notes, which represents a conversion price of approximately $ 71.02 per share of common stock.

In connection with the cash dividend that was declared by our Board of Directors (“Board”) on October 22, 2025, on November 11, 2025 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the 2026 Notes in accordance with the terms.

The 2026 Notes are redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after June 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice;

8 unchanged sentences

(iii) our failure to comply with certain covenants in the Indenture relating to our ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of our assets and our subsidiaries, taken as a whole, to another person;

(iv) a default by us in our other obligations or agreements under the 2026 Indenture or the 2026 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the 2026 Indenture;

(iv) a default by us in our other obligations or agreements under

the 2026 Indenture or the 2026 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the 2026 Indenture;

(v) certain defaults by us or any of our significant subsidiaries with respect to indebtedness for borrowed money of at least $ 20,000,000 ;

4 unchanged sentences

However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 2026 Note Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the Notes.

As of July 1, 2025, the 2026 Notes had a gross principal balance of $ 69.0 million and a balance of $ 68.6 million, net of unamortized issuance costs of $ 0.4 million.

As of September 30, 2025, the 2026 Notes had a gross principal balance of $ 69.0 million and a balance of $ 68.7 million, net of unamortized issuance costs of $ 0.3 million.

The net carrying value of the 2026 Notes is included in current portion of long-term debt within total current liabilities on the condensed consolidated balance sheet.

Total amortization expense was $ 0.1 million and $ 0.5 million during the thirteen and twenty-six weeks ended July 1, 2025, respectively.

Total amortization expense was $ 0.5 million and $ 1.0 million during the thirteen and twenty-six weeks ended July 2, 2024, respectively.

The effective interest rate for the 2026 Notes was 0.96 % as of July 1, 2025.

Total amortization expense was $ 0.1 million and $ 0.6 million during the thirteen and thirty-nine weeks ended September 30, 2025, respectively.

Total amortization expense was $ 0.5 million and $ 1.5 million during the thirteen and thirty-nine weeks ended October 1, 2024, respectively.

The effective interest rate for the 2026 Notes was 0.96 % as of September 30, 2025.

Components of lease expense were as follows (in thousands):

September 30, 2025

October 1, 2024

September 30, 2025

October 1, 2024

Supplemental information related to leases (in thousands):

September 30, 2025

October 1, 2024

Cash paid for amounts included in the measurement of lease liabilities:

4 unchanged sentences

On August 12, 2024, we submitted protest memoranda indicating our disagreement with a majority of the findings in the examination report, and our case is now under the jurisdiction of the Appeals Division (“Appeals”).

We expect to hold an opening conference with Appeals later in fiscal 2025.

An Appeals conference was held during the third quarter of fiscal 2025.

Based on the current status of this matter, we have reserved an immaterial amount.

In addition, within the ordinary course of our business, we are subject to private lawsuits, government audits and investigations, administrative proceedings and other claims.

These matters often involve claims from customers, staff members and others related to operational and employment issues common to the food service industry.

These matters often involve claims from customers, staff members and

others related to operational and employment issues common to the food service industry.

A number of these claims may exist at any given time, and some of the claims may be pled as class actions.

6 unchanged sentences

Common Stock – Dividends and Share Repurchases

On April 24, 2025 , our Board declared a quarterly cash dividend of $ 0.27 per share which was paid on May 27, 2025 to the stockholders of record of each share of our common stock at the close of business on May 14, 2025 .

On July 23, 2025 , our Board declared a quarterly cash dividend of $ 0.27 per share which was paid on August 26, 2025 to the stockholders of record of each share of our common stock at the close of business on August 12, 2025 .

Future decisions to pay or to increase or decrease dividends are at the discretion of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of the Loan Agreement and applicable law, and such other factors that the Board considers relevant.

(See Notes 5 and 12 for further discussion of our debt and dividends declared subsequent to July 1, 2025, respectively.)

Under authorization by our Board to repurchase up to 61.0 million shares of our common stock, we have cumulatively repurchased 59.7 million shares at a total cost of $ 1,971.2 million, excluding excise tax, through July 1, 2025, with 2,525 shares and

2.6 million shares repurchased at a cost of $ 0.1 million and $ 141.5 million, excluding excise tax, during the thirteen and twenty-six weeks ended July 1, 2025, respectively, inclusive of the 2.4 million shares of our common stock repurchased concurrently with the 2030 Notes issuance in privately negotiated transactions on February 28, 2025.

(See Notes 5 and 12 for further discussion of our debt and dividends declared subsequent to September 30, 2025, respectively.)

Under authorization by our Board to repurchase up to 61.0 million shares of our common stock, we have cumulatively repurchased 59.7 million shares at a total cost of $ 1,972.4 million, excluding excise tax, through September 30, 2025, with 18,897 shares and 2.6 million shares repurchased at a cost of $ 1.2 million and $ 142.7 million, excluding excise tax, during the thirteen and thirty-nine weeks ended September 30, 2025, respectively, inclusive of the 2.4 million shares of our common stock repurchased concurrently with the 2030 Notes issuance in privately negotiated transactions on February 28, 2025.

Our objectives with regard to share repurchases have been to offset the dilution to our shares outstanding that result from equity compensation grants and to supplement our earnings per share growth.

9 unchanged sentences

The following table presents information related to stock-based compensation, net of forfeitures (in thousands):

September 30, 2025

October 1, 2024

September 30, 2025

October 1, 2024

Labor expenses

8 unchanged sentences

Stock Options

We did not issue any stock options during the second quarters of fiscal 2025 and fiscal 2024.

Stock option activity during the twenty-six weeks ended July 1, 2025 was as follows:

We did not issue any stock options during the third quarters of fiscal 2025 and fiscal 2024.

Stock option activity during the thirty-nine weeks ended September 30, 2025 was as follows:

Exercise Price

4 unchanged sentences

Forfeited or cancelled

Outstanding at July 1, 2025

Exercisable at July 1, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

(1) Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised their options on the fiscal period-end date.

The total intrinsic value of options exercised during the thirteen and twenty-six weeks ended July 1, 2025 was $ 2.8 million and $ 4.3 million, respectively.

There were no options exercised during the thirteen and twenty-six weeks ended July 2, 2024.

As July 1, 2025, total unrecognized stock-based compensation expense related to unvested stock options was $ 1.1 million, which we expect to recognize over a weighted-average period of approximately 3.4 years.

The total intrinsic value of options exercised during the thirteen and thirty-nine ended September 30, 2025 was $ 0.8 million and $ 5.0 million, respectively.

There were no options exercised during the thirteen and thirty-nine weeks ended October 1, 2024.

September 30, 2025, total unrecognized stock-based compensation expense related to unvested stock options was $ 1.0 million, which we expect to recognize over a weighted-average period of approximately 3.1 years.

Restricted Shares and Restricted Share Units

Restricted share and restricted share unit activity during the twenty-six weeks ended July 1, 2025 was as follows:

Restricted share and restricted share unit activity during the thirty-nine weeks ended September 30, 2025 was as follows:

(In thousands)

Outstanding at December 31, 2024

Outstanding at July 1, 2025

Outstanding at September 30, 2025

Fair value of our restricted shares and restricted share units is based on our closing stock price on the date of grant.

The weighted average fair value for restricted shares and restricted share units issued during the second quarter of fiscal 2025 and 2024 was $ 52.35 and $ 37.25 , respectively.

The fair value of shares that vested during the thirteen and twenty-six weeks ended July 1, 2025 was $ 2.0 million and $ 24.4 million, respectively.

The fair value of shares that vested during the thirteen and twenty-six weeks ended July 2, 2024 was $ 4.7 million and $ 22.5 million, respectively.

As of July 1, 2025, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 72.6 million, which we expect to recognize over a weighted-average period of approximately 3.0 years.

The weighted average fair value for restricted shares and restricted share units issued during the third quarter of fiscal 2025 and 2024 was $ 68.51 and $ 36.69 , respectively.

The fair value of shares that vested during the thirteen and thirty-nine weeks ended September 30, 2025 was $ 2.1 million and $ 26.5 million, respectively.

The fair value of shares that vested during the thirteen and thirty-nine weeks ended October 1, 2024 was $ 1.9 million and $ 24.4 million, respectively.

As of September 30, 2025, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 68.0 million, which we expect to recognize over a weighted-average period of approximately 2.9 years.

Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards.

As of July 1, 2025 and July 2, 2024, an aggregate of 3.2 million and 3.1 million shares, respectively, of restricted stock and restricted stock units issued were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal periods ended on those dates.

As of September 30, 2025 and October 1, 2024, an aggregate of 3.1 million and 3.2 million shares, respectively, of restricted stock and restricted stock units issued were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal periods ended on those dates.

Diluted net income per share is computed by dividing net income by the weighted-average number of common stock equivalents outstanding for the period.

Common stock equivalents for the 2026 Notes and 2030 Notes are determined by application of the if-converted method, and common stock equivalents for outstanding stock options, restricted stock and restricted stock units are determined by the application of the treasury stock method.

September 30, 2025

October 1, 2024

September 30, 2025

October 1, 2024

(In thousands, except per share data)

4 unchanged sentences

Diluted net income per share

(1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 0.8 million and 2.6 million for July 1, 2025 and July 2, 2024, respectively, were excluded from the diluted calculation due to their anti-dilutive effect.

(1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 1.1 million and 2.7 million for September 30, 2025 and October 1, 2024, respectively, were excluded from the diluted calculation due to their anti-dilutive effect.

No shares of common stock equivalents related to the 2026 Notes or 2030 Notes were included in the diluted calculation due to their anti-dilutive effect.

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Segment information is presented below (in thousands):

For the thirteen weeks ended July 1, 2025

For the thirteen weeks ended September 30, 2025

Costs and expenses:

4 unchanged sentences

Depreciation and amortization expenses

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

Impairment of assets and lease termination (income)/expenses

Acquisition-related contingent consideration, compensation and amortization (income)/expenses

Preopening costs

2 unchanged sentences

Capital expenditures

For the thirteen weeks ended July 2, 2024

For the thirteen weeks ended October 1, 2024

Costs and expenses:

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Capital expenditures

For the twenty-six weeks ended July 1, 2025

For the thirty-nine weeks ended September 30, 2025

Costs and expenses:

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Capital expenditures

For the twenty-six weeks ended July 2, 2024

For the thirty-nine weeks ended October 1, 2024

Costs and expenses:

4 unchanged sentences

Depreciation and amortization expenses

Impairment of assets and lease termination expenses/(income)

Impairment of assets and lease termination (income)/expenses

Acquisition-related contingent consideration, compensation and amortization expenses

4 unchanged sentences

The following table presents information related to segment assets (in thousands):

September 30, 2025

December 31, 2024

2 unchanged sentences

Subsequent Events

On July 23, 2025 , our Board declared a quarterly cash dividend of $ 0.27 per share to be paid on August 26, 2025 to the stockholders of record of each share of our common stock at the close of business on August 12, 2025 .

On July 4, 2025, the U.S.

1 (a bill “To provide for reconciliation pursuant to Title II of H.

Management is currently evaluating the provisions of H.R.

1 to determine the impact on our consolidated financial statements.

On October 22, 2025 , our Board declared a quarterly cash dividend of $ 0.27 per share to be paid on November 25, 2025 to the stockholders of record of each share of our common stock at the close of business on November 11, 2025 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements