PAPA JOHNS INTERNATIONAL INC 10-Q

Item 1. Financial Statements Papa John’s International, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except per share amounts) June 29, 2025 December 29, 2024 (Unaudited) Assets Current assets: Cash and cash equivalents $ 33,299 $ 37,955 Accounts receivable, net 103,903 101,677 Notes receivable, current portion 4,760 4,928 Income tax receivable 2,653 2,214 Inventories 37,474 35,245 Prepaid expenses and other current assets 56,698 48,586 Total current assets 238,787 230,605 Property and equipment, net 269,224 273,272 Finance lease right-of-use assets, net 39,393 28,761 Operating lease right-of-use assets 179,399 184,425 Notes receivable, less current portion, net 3,994 8,867 Goodwill 76,881 75,460 Other assets 82,764 87,562 Total assets $ 890,442 $ 888,952 Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit Current liabilities: Accounts payable $ 74,563 $ 61,842 Income and other taxes payable 5,903 11,987 Accrued expenses and other current liabilities 161,785 155,579 Current deferred revenue 13,372 15,519 Current finance lease liabilities 10,124 7,280 Current operating lease liabilities 26,974 25,756 Total current liabilities 292,721 277,963 Deferred revenue 19,667 21,287 Long-term finance lease liabilities 31,095 22,885 Long-term operating lease liabilities 172,183 173,557 Long-term debt, less current portion, net 726,281 741,650 Other long-term liabilities 64,357 64,923 Total liabilities 1,306,304 1,302,265 Redeemable noncontrolling interests 892 903 Stockholders’ deficit: Common stock ($ 0.01 par value per share; issued 49,292 at June 29, 2025 and 49,283 at December 29, 2024) 493 493 Additional paid-in capital 452,787 452,449 Accumulated other comprehensive loss ( 5,967 ) ( 8,456 ) Retained earnings 229,868 241,717 Treasury stock ( 16,539 shares at June 29, 2025 and 16,637 shares at December 29, 2024, at cost) ( 1,109,178 ) ( 1,115,729 ) Total stockholders’ deficit ( 431,997 ) ( 429,526 ) Noncontrolling interests in subsidiaries 15,243 15,310 Total Stockholders’ deficit ( 416,754 ) ( 414,216 ) Total Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit $ 890,442 $ 888,952 See accompanying notes. 1 Papa John’s International, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Six Months Ended (In thousands, except per share amounts) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Revenues: Company-owned restaurant sales $ 178,989 $ 184,640 $ 352,870 $ 375,891 Franchise royalties and fees 48,302 46,552 96,358 93,705 Commissary revenues 234,576 214,322 463,517 431,834 Other revenues 23,136 20,410 46,893 41,345 Advertising funds revenue 44,163 41,970 87,837 79,035 Total revenues 529,166 507,894 1,047,475 1,021,810 Costs and expenses: Cost of sales 371,716 363,038 738,212 730,704 General and administrative expenses 70,118 57,046 135,285 114,923 Depreciation and amortization 18,819 17,594 37,162 35,268 Advertising funds expense 44,023 41,990 88,361 78,971 Total costs and expenses 504,676 479,668 999,020 959,866 Operating income 24,490 28,226 48,455 61,944 Net interest expense ( 10,584 ) ( 10,896 ) ( 20,663 ) ( 21,959 ) Income before income taxes 13,906 17,330 27,792 39,985 Income tax expense (a) ( 4,235 ) ( 4,794 ) ( 8,778 ) ( 12,535 ) Net income 9,671 12,536 19,014 27,450 Net income attributable to noncontrolling interests ( 140 ) ( 293 ) ( 261 ) ( 571 ) Net income attributable to the Company $ 9,531 $ 12,243 $ 18,753 $ 26,879 Net income attributable to common shareholders $ 9,267 $ 12,243 $ 18,295 $ 26,879 Basic earnings per common share $ 0.28 $ 0.37 $ 0.56 $ 0.82 Diluted earnings per common share $ 0.28 $ 0.37 $ 0.56 $ 0.82 Basic weighted average common shares outstanding 32,849 32,730 32,808 32,688 Diluted weighted average common shares outstanding 32,969 32,853 32,932 32,871 (a) The signage of Income tax expense has been changed from the historic presentation for purposes of signage consistency with other expense items. See accompanying notes. 2 Papa John’s International, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended Six Months Ended (In thousands) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Net income $ 9,671 $ 12,536 $ 19,014 $ 27,450 Other comprehensive income (loss), before tax: Foreign currency translation adjustments 2,530 165 3,628 ( 381 ) Interest rate swaps (1) ( 555 ) 88 ( 463 ) 956 Other comprehensive income (loss), before tax 1,975 253 3,165 575 Income tax effect: Foreign currency translation adjustments ( 528 ) ( 37 ) ( 781 ) 86 Interest rate swaps (2) 126 ( 20 ) 105 ( 216 ) Income tax effect ( 402 ) ( 57 ) ( 676 ) ( 130 ) Other comprehensive income, net of tax 1,573 196 2,489 445 Comprehensive income before attribution to noncontrolling interests 11,244 12,732 21,503 27,895 Less: comprehensive income, redeemable noncontrolling interests ( 22 ) ( 91 ) ( 52 ) ( 190 ) Less: comprehensive income, nonredeemable noncontrolling interests ( 118 ) ( 202 ) ( 209 ) ( 381 ) Comprehensive income attributable to the Company $ 11,104 $ 12,439 $ 21,242 $ 27,324 ___________________________________ (1) Amounts reclassified out of accumulated other comprehensive loss into net interest income (expense) include $ 14 and $( 41 ) for the three and six months ended June 29, 2025, respectively and $ 197 and $ 397 for the three and six months ended June 30, 2024, respectively. (2) The income tax benefit (expense) effects of amounts reclassified out of accumulated other comprehensive loss were $( 4 ) and $ 9 for the three and six months ended June 29, 2025, respectively and $( 45 ) and $( 90 ) for the three and six months ended June 30, 2024, respectively. See accompanying notes. 3 Papa John’s International, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) Papa John’s International, Inc. (In thousands) Common Stock Shares Outstanding Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss (2) Retained Earnings Treasury Stock Noncontrolling Interests in Subsidiaries Total Stockholders’ Deficit For the three months ended June 29, 2025 Balance at March 30, 2025 32,728 $ 493 $ 449,625 $ ( 7,540 ) $ 235,794 $ ( 1,110,306 ) $ 15,125 $ ( 416,809 ) Net income (1) — — — — 9,531 — 118 9,649 Other comprehensive income, net of tax — — — 1,573 — — — 1,573 Dividends on common stock of ($ 0.46 per share) — — 24 — ( 15,457 ) — — ( 15,433 ) Exercise of stock options 9 — 397 — — — — 397 Stock-based compensation expense — — 3,824 — — — — 3,824 Issuance of restricted stock 7 — ( 391 ) — — 376 — ( 15 ) Tax effect of restricted stock awards ( 3 ) — ( 88 ) — — — — ( 88 ) Distributions to noncontrolling interests — — — — — — — — Other 12 — ( 604 ) — — 752 — 148 Balance at June 29, 2025 32,753 $ 493 $ 452,787 $ ( 5,967 ) $ 229,868 $ ( 1,109,178 ) $ 15,243 $ ( 416,754 ) For the six months ended June 29, 2025 Balance at December 29, 2024 32,646 $ 493 $ 452,449 $ ( 8,456 ) $ 241,717 $ ( 1,115,729 ) $ 15,310 $ ( 414,216 ) Net income (1) — — — — 18,753 — 209 18,962 Other comprehensive income, net of tax — — — 2,489 — — — 2,489 Dividends on common stock of ($ 0.92 per share) — — 53 — ( 30,602 ) — — ( 30,549 ) Exercise of stock options 9 — 397 — — — — 397 Stock-based compensation expense — — 7,493 — — — — 7,493 Issuance of restricted stock 110 — ( 5,606 ) — — 5,591 — ( 15 ) Tax effect of restricted stock awards ( 27 ) — ( 1,208 ) — — — — ( 1,208 ) Distributions to noncontrolling interests — — — — — — ( 276 ) ( 276 ) Other 15 — ( 791 ) — — 960 — 169 Balance at June 29, 2025 32,753 $ 493 $ 452,787 $ ( 5,967 ) $ 229,868 $ ( 1,109,178 ) $ 15,243 $ ( 416,754 ) (1) Net income to the Company for the three and six months ended June 29, 2025 excludes $ 22 and $ 52 , respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements. (2) At June 29, 2025, the accumulated other comprehensive loss of $ 5,967 was comprised of net unrealized foreign currency translation loss of $ 5,485 and net unrealized loss on the interest rate swap agreements of $ 482 . See accompanying notes. 4 Papa John’s International, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Deficit (continued) (Unaudited) Papa John’s International, Inc. (In thousands) Common Stock Shares Outstanding Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss (2) Retained Earnings Treasury Stock Noncontrolling Interests in Subsidiaries Total Stockholders’ Deficit For the three months ended June 30, 2024 Balance at March 31, 2024 32,604 $ 493 $ 444,793 $ ( 7,554 ) $ 218,608 $ ( 1,118,196 ) $ 15,433 $ ( 446,423 ) Net income (1) — — — — 12,243 — 202 12,445 Other comprehensive income, net of tax — — — 196 — — — 196 Dividends on common stock ($ 0.46 per share) — — 32 — ( 15,051 ) — — ( 15,019 ) Exercise of stock options 2 — 92 — — — — 92 Stock-based compensation expense — — 2,915 — — — — 2,915 Issuance of restricted stock 16 — ( 900 ) — — 900 — — Tax effect of restricted stock awards ( 3 ) — ( 138 ) — — — — ( 138 ) Distributions to noncontrolling interests — — — — — — ( 117 ) ( 117 ) Other 3 — ( 247 ) — — 156 — ( 91 ) Balance at June 30, 2024 32,622 $ 493 $ 446,547 $ ( 7,358 ) $ 215,800 $ ( 1,117,140 ) $ 15,518 $ ( 446,140 ) For the six months ended June 30, 2024 Balance at December 31, 2023 32,488 $ 492 $ 452,290 $ ( 7,803 ) $ 219,027 $ ( 1,123,098 ) $ 15,476 $ ( 443,616 ) Net income (1) — — — — 26,879 — 381 27,260 Other comprehensive income, net of tax — — — 445 — — — 445 Dividends on common stock of ($ 0.92 per share) — — 64 — ( 30,106 ) — — ( 30,042 ) Exercise of stock options 20 1 932 — — — — 933 Stock-based compensation expense — — 2,545 — — — — 2,545 Issuance of restricted stock 157 — ( 5,610 ) — — 5,610 — — Tax effect of restricted stock awards ( 48 ) — ( 3,330 ) — — — — ( 3,330 ) Distributions to noncontrolling interests — — — — — — ( 339 ) ( 339 ) Other 5 — ( 344 ) — — 348 — 4 Balance at June 30, 2024 32,622 $ 493 $ 446,547 $ ( 7,358 ) $ 215,800 $ ( 1,117,140 ) $ 15,518 $ ( 446,140 ) (1) Net income to the Company for the three and six months ended June 30, 2024 excludes $ 91 and $ 190 , respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements. (2) At June 30, 2024, the accumulated other comprehensive loss of $ 7,358 was comprised of net unrealized foreign currency translation loss of $ 7,784 and net unrealized gain on the interest rate swap agreements of $ 426 . See accompanying notes. 5 Papa John’s International, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended (In thousands) June 29, 2025 June 30, 2024 Operating activities Net income $ 19,014 $ 27,450 Adjustments to reconcile net income to net cash provided by operating activities: Provision for allowance for credit losses on accounts and notes receivable 3,284 2,397 Depreciation and amortization 37,162 35,268 Deferred income taxes 1,600 2,812 Stock-based compensation expense 7,493 2,545 Refranchising and impairment loss 8,087 14,713 Loss on disposal of property and equipment 2,576 965 Other 237 774 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable ( 5,312 ) 8,488 Income tax receivable ( 308 ) ( 203 ) Inventories ( 1,980 ) ( 1,748 ) Prepaid expenses and other current assets ( 3,693 ) ( 3,541 ) Other assets and liabilities ( 3,160 ) ( 5,788 ) Accounts payable 12,609 ( 8,756 ) Income and other taxes payable ( 6,132 ) ( 10,957 ) Accrued expenses and other current liabilities ( 9,315 ) ( 12,321 ) Deferred revenue ( 3,812 ) ( 1,839 ) Advertising fund assets and liabilities 8,493 ( 8,302 ) Net cash provided by operating activities 66,843 41,957 Investing activities Purchases of property and equipment ( 30,305 ) ( 29,155 ) Purchases of property and equipment related to damages from natural disasters ( 1,366 ) — Insurance proceeds related to damages from natural disasters 2,900 — Notes issued — ( 153 ) Repayments of notes issued 4,534 1,794 Proceeds from dispositions and refranchising, net of cash transferred — 1,495 Proceeds from investments 4,739 2,275 Other 109 ( 97 ) Net cash used in investing activities ( 19,389 ) ( 23,841 ) Financing activities Net (repayments of) proceeds from revolving credit facilities ( 212,927 ) 3,024 Proceeds from term loan 200,000 — Debt issuance costs ( 3,223 ) — Proceeds from exercise of stock options 397 933 Dividends paid to common stockholders ( 30,493 ) ( 30,212 ) Tax payments for equity award issuances ( 1,208 ) ( 3,330 ) Distributions to noncontrolling interests ( 339 ) ( 405 ) Principal payments on finance leases ( 4,903 ) ( 4,796 ) Other ( 55 ) 358 Net cash used in financing activities ( 52,751 ) ( 34,428 ) Effect of exchange rate changes on cash and cash equivalents 641 30 Change in cash and cash equivalents ( 4,656 ) ( 16,282 ) Cash and cash equivalents at beginning of period 37,955 40,587 Cash and cash equivalents at end of period $ 33,299 $ 24,305 See accompanying notes. 6 Papa John’s International, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) June 29, 2025 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP” or “U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 29, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2025. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Annual Report on Form 10-K for Papa John’s International, Inc. (referred to as the “Company,” “Papa John’s,” “Papa Johns” or in the first-person notations of “we,” “us” and “our”) for the year ended December 29, 2024. In discussions of our business, “Domestic” is defined as within the contiguous United States, “North America” includes Canada, and “International” includes the rest of the world other than North America. 2. Significant Accounting Policies Principles of Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of Papa John’s International, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. During the year ended December 29, 2024, the Company implemented several financial statement changes in its Annual Report on Form 10-K, concurrent with the adoption of Accounting Standard Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” These changes evolve and modernize our financial statements and footnotes to increase transparency and better reflect management’s key performance metrics. Presentation changes to the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows have been applied retrospectively, and as such, the results from the three and six months ended June 30, 2024 have been reclassified for consistency with the current year presentation. Additionally, during the year ended December 29, 2024, the Company updated its internal cost allocation methodology to better reflect current levels of time and effort spent managing our different segments. These updates resulted in a higher allocation of previously unallocated corporate expenses to primarily each of the North America franchising and International segments. This update in methodology did not impact total reported expenses and was implemented prospectively beginning with the year ended December 29, 2024, and as such prior-period comparative information has been recast. Variable Interest Entity Papa Johns Domestic restaurants, both Company-owned and franchised, participate in Papa John’s Marketing Fund, Inc. (“PJMF”), a nonstock corporation designed to operate at break-even as it spends all annual contributions received from the system. PJMF collects a percentage of revenues from Company-owned and franchised restaurants in the United States for the purpose of designing and administering advertising and promotional programs. PJMF is a variable interest entity (“VIE”) that funds its operations with ongoing financial support and contributions from the Domestic restaurants, of which approximately 85 percent are franchised, and does not have sufficient equity to fund its operations without these ongoing financial contributions. Based on an assessment of the governance structure and operating procedures of PJMF, the Company determined it has the power to control certain significant activities of PJMF, and therefore, is the primary beneficiary. The Company has consolidated PJMF in its financial results in accordance with Accounting Standards Codification (“ASC”) 810, “ Consolidation .” Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and 7 accompanying notes. Significant items that are subject to such estimates and assumptions include the allowance for credit losses on accounts and notes receivable, property and equipment, net and impairment of long-lived assets, insurance reserves and tax reserves. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could significantly differ from these estimates. Noncontrolling Interests Papa Johns has joint venture arrangements in which there are noncontrolling interests held by third parties that includ ed 98 restaurants at June 29, 2025 and June 30, 2024, respectively. Consolidated net income is required to be reported separately at amounts attributable to both the Company and the noncontrolling interests held by third parties. Net income attributable to these joint ventures for the three and six months ended June 29, 2025 and June 30, 2024 was as follows: Three Months Ended Six Months Ended (In thousands) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Papa John’s International, Inc. $ 327 $ 739 $ 602 $ 1,331 Redeemable noncontrolling interests 22 91 52 190 Nonredeemable noncontrolling interests 118 202 209 381 Total net income $ 467 $ 1,032 $ 863 $ 1,902 The following summarizes the redemption feature, location and related accounting within the Condensed Consolidated Balance Sheets for these joint venture arrangements: Type of Joint Venture Arrangement Location within the Condensed Consolidated Balance Sheets Recorded Value Joint ventures with no redemption feature Permanent equity Carrying value Joint ventures with option to require the Company to purchase the noncontrolling interest - not currently redeemable or redemption not probable Temporary equity Carrying value Deferred Income Tax Accounts and Tax Reserves We are subject to income taxes in the United States and several foreign jurisdictions. Management judgment is required in determining the provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred. We use an estimated annual effective rate based on expected annual income to determine our quarterly provision for income taxes. The effective income tax rate includes the estimated domestic state effective income tax rate and applicable foreign income tax rates. The effective income tax rate is also impacted by various permanent items and credits, net of any related valuation allowances, and can vary based on changes in estimated annual income. Discrete items are recorded in the quarter in which they occur. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets and liabilities are netted by tax jurisdiction. Deferred tax assets are also recognized for the estimated future effects of tax attribute carryforwards (e.g., net operating losses, capital losses, and foreign tax credits). The effect on deferred taxes due to changes in tax rates is recognized in the period in which the new tax rate is enacted. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts we expect to realize. Deferred tax assets and liabilities are recorded within Other assets and Other long-term liabilities on the Condensed Consolidated Balance Sheets. Tax authorities periodically audit the Company. We record reserves and related interest and penalties for identified exposures as income tax expense. We evaluate these issues on a quarterly basis to adjust for events, such as statute of limitations expirations, court rulings or audit settlements, which may impact our ultimate payment for such exposures. 8 Fair Value Measurements and Disclosures The Company determines the fair value of financial assets and liabilities based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. Certain assets and liabilities are measured at fair value on a recurring basis and are required to be classified and disclosed in one of the following three categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs that are not corroborated by market data. Fair value is a market-based measurement, not an entity-specific measurement. Considerable judgment is required to interpret market data to estimate fair value; accordingly, the fair values presented do not necessarily indicate what the Company or its debtholders could realize in a current market exchange. Our financial assets and liabilities that were measured at fair value on a recurring basis as of June 29, 2025 and December 29, 2024 are as follows: Fair Value Measurements (In thousands) Carrying Value Level 1 Level 2 Level 3 June 29, 2025 Financial assets: Cash surrender value of life insurance policies (a) $ 27,344 $ 27,344 $ — $ — Interest rate swaps (b) $ 233 $ — $ 233 $ — Financial liabilities: Interest rate swaps (b) $ 858 $ — $ 858 $ — December 29, 2024 Financial assets: Cash surrender value of life insurance policies (a) $ 30,775 $ 30,775 $ — $ — Financial liabilities: Interest rate swaps (b) $ 161 $ — $ 161 $ — ___________________________________ (a) Represents life insurance policies held in our non-qualified deferred compensation plan, which are classified as Other assets on the Condensed Consolidated Balance Sheets (b) The fair value of our interest rate swaps is based on the sum of all future net present value cash flows. The future cash flows are derived based on the terms of our interest rate swaps, as well as considering published discount factors, and projected Secured Overnight Financing Rates (“SOFR”). See “Note 8. Debt” for further discussion on the new interest rate swaps executed during the second quarter of 2025. There were no transfers among levels within the fair value hierarchy during the three and six months ended June 29, 2025 or fiscal year 2024. The fair value of certain assets and liabilities approximates carrying value because of the short-term nature of the accounts, including cash and cash equivalents, accounts receivable, net of allowances, and accounts payable. The carrying value of notes receivable, net of allowances, also approximates fair value. The Company’s revolving credit facilities and term loan borrowings under the Company’s credit agreement approximate carrying value due to their variable market-based interest rate. See “Note 8. Debt” for further discussion on the amendment to our credit agreement executed during the first quarter of 2025. The Company’s 3.875 % senior notes are classified as a Level 2 fair value measurement since the Company 9 estimates the fair value by using recent trading transactions, and have the following estimated fair values and carrying values (excluding the impact of unamortized debt issuance costs) as of June 29, 2025 and December 29, 2024: June 29, 2025 December 29, 2024 (In thousands) Carrying Value Fair Value Carrying Value Fair Value 3.875 % Senior Notes $ 400,000 $ 387,000 $ 400,000 $ 356,000 Allowance for Credit Losses Estimates of expected credit losses, even if remote, are based upon historical account write-off trends, facts about the current financial condition of the debtor, forecasts of future operating results based upon current trends of select operating metrics, and macroeconomic factors. Credit quality is monitored through the timing of payments compared to the prescribed payment terms and known facts regarding the financial condition of the franchisee or customer. Account and note balances are charged against the allowance after recovery efforts have ceased. The following table summarizes changes in our allowances for credit losses for accounts receivable and notes receivable: (In thousands) Accounts Receivable Notes Receivable Balance at December 29, 2024 $ 8,468 $ 15,238 Current period provision for expected credit losses, net 1,632 1,795 Write-offs charged against the allowance ( 934 ) — Balance at June 29, 2025 $ 9,166 $ 17,033 Impairment of Long-lived Assets The Company evaluates its property and equipment and other long-lived assets for potential indicators of impairment at least annually, or as facts and circumstances arise that indicate the carrying value of the asset group may not be recoverable. For Domestic Company-owned restaurants, the evaluation is performed at the operating market level while International Company-owned restaurants are evaluated at the restaurant level as these respective levels represent the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the carrying amount of the long-lived asset group exceeds the amount of estimated future undiscounted cash flows, the fair value of the asset group is estimated and an impairment loss is recorded if the carrying value exceeds the estimated fair value. The assumptions used in the undiscounted cash flow calculation related to future growth are subjective and may be negatively impacted by future changes in operating performance or economic conditions. Tornado Impact During the first quarter of 2025, a tornado caused real and personal property damage to the Company’s leased Quality Control Center (“QC Center”) in Grand Prairie, Texas. The Company recorded pre-tax expenses of $ 0.9 million during the six months ended June 29, 2025 related to these damages, which primarily reflect operating lease right-of-use asset impairment charges related to the leased property offset by expected property-related insurance proceeds. Expenses incurred and the related anticipated insurance proceeds were recorded within General and administrative expenses in the Condensed Consolidated Statements of Operations. During the second quarter of 2025, a tornado caused real and personal property damage to the Company’s restaurant support center and QC Center in Louisville, Kentucky. The Company recorded asset impairment charges of $ 2.7 million and incurred additional operating expenses of $ 1.5 million during the three months ended June 29, 2025, for which we recorded an anticipated insurance recovery as we believe such losses are probable of recovery under our insurance policy. The Company received $ 3.5 million of insurance proceeds during the three months ended June 29, 2025 related to the two incidents, of which $ 2.9 million were classified as cash inflows from investing activities and $ 0.6 million were classified as cash inflows from operating activities based on the nature of the underlying losses and expected usage of the proceeds. To the extent that proceeds received from our insurer in future periods exceed losses recognized in the financial statements, we may record income within our Condensed Consolidated Statements of Operations once such insurance proceeds are 10 realized or realizable. Neither of the tornadoes had a significant impact on our operations, as our other QC Centers were able to ensure that restaurants were adequately supplied. Recent Accounting Pronouncements Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU provides for additional levels of details within the required rate reconciliation table to include additional categories of information about federal, state, and foreign income taxes and requires entities to further disaggregate information about income taxes paid, net of refunds. The ASU is effective for fiscal years beginning after December 15, 2024 and shall be applied prospectively. The Company is finalizing its assessment of the additional disclosure requirements and does not expect the adoption to have a material impact on its financial position or results of operations. In November 2024, the FASB issued ASU No. 2024-03, “ Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The ASU includes required disclosures in the notes to the consolidated financial statements of specific information about certain costs and expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the standard may be applied either prospectively or retrospectively. The Company is in the process of assessing the impact of the new standard, including an evaluation of the Company’s financial systems and availability of data to meet the requirements. 3. Leases Lessor Operating Leases The Company subleases certain retail space to our franchisees in the UK, which are primarily operating leases. At June 29, 2025, we leased and subleased approximately 340 Papa Johns restaurants to franchisees in the UK. The initial lease terms on the franchised sites in the UK are generally 15 years. The Company has the option to negotiate an extension toward the end of the lease term at the landlord’s discretion. The initial lease terms of the franchisee subleases are generally five to ten years . Rental income, primarily derived from properties leased and subleased to franchisees in the UK, is recognized on a straight-line basis over the respective operating lease terms. The Company recognized total sublease income of $ 2.8 million and $ 5.4 million for the three and six months ended June 29, 2025, respectively, and $ 2.1 million and $ 4.4 million for the three and six months ended June 30, 2024, respectively, within Other revenues in the Condensed Consolidated Statements of Operations. Lease Guarantees As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain restaurants, we are contingently liable for payment of approximately 70 Domestic leases. These leases have varying terms, the latest of which expires in 2034. As of June 29, 2025, the estimated maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was $ 9.1 million. This contingent liability is not included in the Condensed Consolidated Balance Sheets as it is not probable to occur. The fair value of the guarantee is not material. 11 Supplemental Cash Flow & Other Information Supplemental cash flow information related to leases for the periods reported is as follows: Six Months Ended (In thousands) June 29, 2025 June 30, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 1,107 $ 759 Financing cash flows from finance leases 4,903 4,796 Operating cash flows from operating leases (a) 21,112 19,710 Right-of-use assets obtained in exchange for new finance lease liabilities 15,738 2,988 Right-of-use assets obtained in exchange for new operating lease liabilities 12,402 14,343 Cash received from sublease income 5,115 3,355 ___________________________________ (a) Included within the change in Other assets and liabilities within the Condensed Consolidated Statements of Cash Flows offset by non-cash operating lease right-of-use asset amortization and lease liability accretion. 4. Papa John’s Marketing Fund, Inc. PJMF, which is a consolidated VIE where the Company has been identified as the primary beneficiary, collects a percentage of revenues from Company-owned and franchised restaurants in the United States for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants. Contributions and expenditures are reported on a gross basis in the Condensed Consolidated Statements of Operations within Advertising funds revenue and Advertising funds expense, respectively. PJMF also has a wholly-owned subsidiary, Papa Card, Inc., which administers the Company’s gift card programs. Assets and liabilities of PJMF, which are utilized solely for the Company’s advertising and promotional programs, were as follows in the Condensed Consolidated Balance Sheets (in thousands): June 29, 2025 December 29, 2024 Assets Current assets: Cash and cash equivalents $ 15,037 $ 12,038 Accounts receivable, net 16,357 17,854 Prepaid expenses and other current assets 5,691 2,683 Total current assets 37,085 32,575 Deferred income taxes 1,019 1,019 Other assets 85 122 Total assets $ 38,189 $ 33,716 Liabilities Current liabilities: Income and other taxes payable 59 298 Accrued expenses and other current liabilities 41,496 30,324 Current deferred revenue 4,327 4,911 Total current liabilities 45,882 35,533 Deferred revenue 2,353 2,783 Total liabilities $ 48,235 $ 38,316 12 5. Revenue Recognition Contract Balances Our contract liabilities primarily relate to franchise fees, unredeemed gift card liabilities, and loyalty program obligations, which we classify within Current deferred revenue and Deferred revenue on the Condensed Consolidated Balance Sheets. During the three and six months ended June 29, 2025, the Company recognized $ 7.9 million and $ 17.7 million, respectively and during the three and six months ended June 30, 2024, the Company recognized $ 8.2 million and $ 16.3 million, respectively, related to deferred revenue. The following table includes a breakout of contract liability balances (in thousands): June 29, 2025 December 29, 2024 Change Unearned franchise fees and royalties $ 20,652 $ 21,860 $ ( 1,208 ) Unredeemed gift card liabilities 6,680 7,694 ( 1,014 ) Customer loyalty program obligations 5,707 7,252 ( 1,545 ) Total contract liabilities $ 33,039 $ 36,806 $ ( 3,767 ) Our contract assets consist primarily of equipment incentives provided to franchisees. Equipment incentives are related to the future value of commissary revenue the Company will receive over the term of the incentive agreement. Contract assets were approximately $ 17.2 million and $ 16.6 million, respectively, at June 29, 2025 and December 29, 2024. Revenue was reduced approximately $ 1.9 million and $ 3.5 million for the three and six months ended June 29, 2025 and approximately $ 1.4 million and $ 2.6 million for the three and six months ended June 30, 2024, respectively, for the amortization of contract assets over the applicable contract terms. Contract assets are included in Prepaid expenses and other current assets and Other assets on the Condensed Consolidated Balance Sheets. Transaction Price Allocated to the Remaining Performance Obligations The following table (in thousands) includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the reporting period. Performance Obligations by Period Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter Total Unearned franchise fees and royalties $ 3,412 $ 2,932 $ 2,691 $ 2,450 $ 2,194 $ 4,604 $ 18,283 At June 29, 2025, approximately $ 2.4 million of area development fees related to unopened restaurants and International unearned franchise fees are included in Deferred revenue. Timing of revenue recognition is dependent upon the timing of restaurant openings and franchisees’ revenues. Unredeemed gift card liabilities, which are included in Deferred revenue, will be recognized in Company-owned restaurant sales when gift cards are redeemed. The Company will recognize redemption fee revenue in Other revenues when cards are redeemed at franchised restaurant locations. The Company applies the practical expedient in ASC 606, “ Revenue Recognition” and does not disclose information about remaining performance obligations that have original expected durations of one year or less. 6. Common Stock Shares Authorized and Outstanding The Company has authorized 100.0 million shares of common stock as of June 29, 2025 and December 29, 2024. The Company’s outstanding shares of common stock, net of repurchased shares of common stock held as treasury stock, were 32.8 million shares at June 29, 2025, compared to 32.6 million shares at December 29, 2024. Share Repurchase Program On October 28, 2021, our Board of Directors approved a share repurchase program with an indefinite duration for up to $ 425.0 million of the Company’s common stock. There was no share repurchase activity during the three and six months 13 ended June 29, 2025 or June 30, 2024. Approximately $ 90.2 million remained available under the Company’s share repurchase program as of June 29, 2025. The timing and volume of share repurchases under the Company’s share repurchase programs may be executed at the discretion of management on an opportunistic basis, subject to market and business conditions, regulatory requirements and other factors, or pursuant to trading plans or other arrangements. Repurchases under the programs may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, at times and in such amounts as management deems appropriate. Repurchases under the Company’s share repurchase programs may be commenced or suspended from time to time at the Company’s discretion without prior notice. Funding for the share repurchase programs will be provided through our credit facility, operating cash flow and cash and cash equivalents. Dividends The Company paid aggregate cash dividends of approximately $ 30.5 million ($ 0.92 per share) for the six months ended June 29, 2025. On August 1, 2025, our Board of Directors declared a third quarter dividend of $ 0.46 per common share (approximately $ 15.4 million in the aggregate), which will be paid on August 29, 2025 to stockholders of record as of the close of business on August 18, 2025. The declaration and payment of any future dividends will be at the discretion of our Board of Directors. 7. Earnings per Share We compute earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. Time-based restricted stock awards are participating securities because holders of such unvested shares have rights to receive non-forfeitable dividends. Under the two-class method, total dividends provided to the holders of participating securities are subtracted from net income attributable to the Company to determine net income attributable to common shareholders. The Company may, at its sole discretion, require any dividends paid on the unvested restricted stock awards to be paid in shares rather than in cash, which could then be forfeited if the employee forfeits the underlying awards. Basic earnings per common share are computed by dividing net income attributable to common shareholders by the weighted-average common shares outstanding. Diluted earnings per common share are computed by dividing the net income attributable to common shareholders by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding consist of basic weighted average common shares outstanding plus weighted average awards outstanding under our equity compensation plans, which are dilutive securities. 14 The calculations of basic and diluted earnings per common share are as follows (in thousands, except per share data): Three Months Ended Six Months Ended June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Calculation of net income attributable to common shareholders Net income attributable to the Company $ 9,531 $ 12,243 $ 18,753 $ 26,879 Net income attributable to participating securities ( 264 ) — ( 458 ) — Net income attributable to common shareholders $ 9,267 $ 12,243 $ 18,295 $ 26,879 Basic earnings per common share Basic weighted average common shares outstanding 32,849 32,730 32,808 32,688 Basic earnings per common share $ 0.28 $ 0.37 $ 0.56 $ 0.82 Diluted earnings per common share Weighted average common shares outstanding 32,849 32,730 32,808 32,688 Dilutive effect of outstanding equity awards (a) 120 123 124 183 Diluted weighted average common shares outstanding 32,969 32,853 32,932 32,871 Diluted earnings per common share $ 0.28 $ 0.37 $ 0.56 $ 0.82 ___________________________________ (a) Excludes 294,000 and 257,000 shares underlying equity awards for the three and six months ended June 29, 2025 and 377,000 and 207,000 shares underlying awards for the three and six months ended June 30, 2024, respectively, as the effect of including such awards would have been anti-dilutive. 8. Debt Long-term debt, net, consists of the following (in thousands): June 29, 2025 December 29, 2024 Senior Notes $ 400,000 $ 400,000 Term Loan 200,000 — Revolving Facilities 133,804 346,732 Outstanding debt $ 733,804 $ 746,732 Unamortized debt issuance costs ( 7,523 ) ( 5,082 ) Total long-term debt, net $ 726,281 $ 741,650 Senior Notes On September 14, 2021, the Company issued $ 400.0 million of 3.875 % Senior Notes (the “Notes”) which mature on September 15, 2029. Interest on the Notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year at a fixed interest rate of 3.875 % per annum. Refer to Note 12 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 29, 2024 for further description of the provisions and covenant requirements under the Senior Notes. Term Loan and Revolving Facilities On March 26, 2025, the Company amended and restated the Amended and Restated Credit Agreement, dated as of September 14, 2021 and amended May 30, 2023 (together, the “Previous Credit Agreement”) pursuant to the Second Amended and Restated Credit Agreement dated as of March 26, 2025 (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides for a senior secured term loan in a principal amount of $ 200.0 million (the “Term Loan”) and a senior secured revolving credit facility in an aggregate available principal amount of $ 600.0 million (the “PJI Revolving Facility” together with the Term Loan, the “PJI Credit Facilities”), of which up to $ 40.0 million is available as swingline loans and up to $ 80.0 million as letters of credit. The PJI Credit Facilities will mature on March 26, 2030 (the “Maturity Date”) with term loans amortizing in quarterly installments 15 commencing on June 30, 2026 in amounts as set forth in the Second Amended and Restated Credit Agreement and the unpaid balance maturing on the Maturity Date. The remaining availability under the PJI Revolving Facility was approximately $ 466.2 million as of June 29, 2025. The Term Loan was advanced in full at the closing of the Second Amended and Restated Credit Agreement, with the proceeds used to repay borrowings outstanding under the senior secured revolving credit facility under the Previous Credit Agreement. The Company incurred $ 3.2 million of lender and third-party fees, which are being amortized into Net interest expense over the term of the Second Amended and Restated Credit Agreement. The covenant requirements under the Second Amended and Restated Credit Agreement remain in place and are similar to the terms of the Previous Credit Agreement; refer to Note 12 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 29, 2024 for further description of covenant terms under the Previous Credit Agreement. PJMF Revolving Facility PJMF has a $ 30.0 million revolving line of credit (the “PJMF Revolving Facility”) pursuant to a Revolving Loan Agreement, dated September 30, 2015, and most recently amended on September 30, 2024. The PJMF Revolving Facility is secured by substantially all assets of PJMF. The PJMF Revolving F acility matures on September 30, 2025, but is subject to annual renewals. The borrowings under the PJMF Revolving Facility accrue interest at a variable rate of a one month SOFR plus 1.975 %. The Company did no t have any borrowings under the PJMF Revolving Facility as of June 29, 2025 or December 29, 2024. The PJMF operating results and the related debt outstanding do not impact the financial covenants under the Company’s Second Amended and Restated Credit Agreement. Derivative Financial Instruments The Company has historically entered into interest rate swaps with the objective of mitigating the Company’s exposure to the impact of interest rate changes associated with our variable rate debt under the PJI Credit Facilities. During the three months ended June 29, 2025, the Company executed two new interest rate swaps, each with notional values of $ 50.0 million, to replace the Company’s interest rate swaps that matured on June 30, 2025. As of June 29, 2025, we had the following interest rate swap agreements: Effective Dates Floating Rate Debt Fixed Rates June 23, 2023 through June 30, 2025 $ 50 million 4.55 % June 23, 2023 through June 30, 2025 $ 50 million 4.55 % April 29, 2025 through April 25, 2028 $ 50 million 3.49 % June 30, 2025 through June 30, 2028 $ 50 million 3.72 % We have designated the interest rate swaps as cash flow hedges and assess hedge effectiveness on a quarterly basis. The interest rate swaps are recorded at fair value at each reporting date, and any unrealized gains or losses are included in Accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets and reclassified to Net interest expense in the Condensed Consolidated Statements of Operations in the same period or periods during which the hedged transaction affect earnings. The following table provides information on the location and amounts of our current swaps in the accompanying Condensed Consolidated Balance Sheets (in thousands): Interest Rate Swap Derivatives Balance Sheet Location Fair Value June 29, 2025 Fair Value December 29, 2024 Prepaid and other current assets $ 233 $ — Accrued expenses and other current liabilities $ 858 $ 161 16 The effect of derivative instruments on the accompanying condensed consolidated financial statements is as follows (in thousands): Derivatives - Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in AOCL on Derivative Location of (Loss) or Gain Reclassified from AOCL into Income Amount of (Loss) or Gain Reclassified from AOCL into Income Net Interest Expense on Condensed Consolidated Statements of Operations Interest rate swaps for the three months ended: June 29, 2025 $ ( 429 ) Interest expense $ 14 $ ( 10,584 ) June 30, 2024 $ 68 Interest expense $ 197 $ ( 10,896 ) Interest rate swaps for the six months ended: June 29, 2025 $ ( 358 ) Interest expense $ ( 41 ) $ ( 20,663 ) June 30, 2024 $ 740 Interest expense $ 397 $ ( 21,959 ) Net interest paid, including payments made or received under the swaps, was $ 5.6 million and $ 23.2 million for the three and six months ended June 29, 2025, respectively, and $ 5.8 million and $ 20.4 million for the three and six months ended June 30, 2024, respectively. 17 9. Restructuring International Restructuring In December 2023, the Company announced international transformation initiatives (the “International Transformation Plan”) designed to evolve our business structure to deliver an enhanced value proposition to our International customers and franchisees, ensure targeted investments and efficient resource management, and better position our largest markets, including the UK, for long-term profitable growth and brand strength. During fiscal 2023 and 2024, the Company implemented approved initiatives under the International Transformation Plan related to establishing new regional hubs across APAC (Asia Pacific), EMEA (Europe, Middle East and Africa), and Latin America. During 2024, the Company commenced the next phase of the International Transformation Plan, which involved strategic restaurant closures and divestitures in the UK in order to optimize the Company’s UK restaurant portfolio and improve overall profitability by closing unprofitable locations and mitigating remaining occupancy costs at closed locations, as well as enhancing profitability across the remaining portfolio of Company-owned restaurants. Execution on this phase resulted in the closure of 43 underperforming UK Company-owned restaurants and 32 franchised locations during 2024 and 2025. We recognized impairment charges of $ 1.4 million and $ 9.0 million during the three and six months ended June 30, 2024, respectively, for the amount by which the carrying value exceeded the estimated fair value of the asset groups. During 2024, the Company also completed the refranchising of 60 formerly Company-owned restaurants to primarily existing franchisees. We have completed substantially all of the strategic restaurant closures in the UK market and the Company’s efforts during 2025 have turned towards growth opportunities and mitigating closure-related costs as we complete optimization of the portfolio. The following table summarizes restructuring related costs recorded for the three and six months ended June 29, 2025 and June 30, 2024 (in thousands): Three Months Ended Six Months Ended June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Professional services and other related costs $ 780 $ 1,355 $ 2,214 $ 2,701 Loss on franchisee notes receivable 1,050 1,564 2,161 1,564 Long-lived asset impairment charges 801 1,422 801 8,976 Lease terminations and other lease related costs ( 195 ) 306 ( 560 ) 306 Employee termination costs 15 ( 199 ) 15 444 Loss on refranchising Company-owned restaurants — 1,737 — 1,737 Total international transformation costs $ 2,451 $ 6,185 $ 4,631 $ 15,728 Stock-based compensation expense/(forfeitures on unvested awards) 24 ( 56 ) ( 21 ) ( 76 ) Total international transformation costs, inclusive of stock-based award expense/forfeitures $ 2,475 $ 6,129 $ 4,610 $ 15,652 The Company has incurred total restructuring related costs of $ 34.1 million since commencement of the International Transformation Plan, all of which were included in General and administrative expenses in the Condensed Consolidated Statements of Operations. Total estimated pre-tax costs associated with the International Transformation Plan are approximately $ 35 million (inclusive of the $ 34.1 million incurred through the second quarter of 2025), substantially all of which will be recorded within our International segment, and we expect to incur the remainder of these costs through 2025. 18 The following table presents changes in the balance of accrued expenses relating to approved initiatives, which are recorded in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets (in thousands): Employee termination costs Professional services and other related costs Lease terminations and other lease related costs Total Balance as of December 29, 2024 $ 133 $ 2,335 $ 2,073 $ 4,541 Charges 15 2,214 — 2,229 Payments ( 70 ) ( 4,198 ) ( 771 ) ( 5,039 ) Balance as of June 29, 2025 $ 78 $ 351 $ 1,302 $ 1,731 10. Litigation, Commitments and Contingencies Litigation The Company is involved in a number of lawsuits, claims, investigations and proceedings, including those specifically identified below, consisting of intellectual property, employment, consumer, commercial and other matters arising in the ordinary course of business. In accordance with ASC 450, “ Contingencies, ” the Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company’s condensed consolidated financial statements. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. In re Papa John’s Employee & Franchise Employee Antitrust Litigation is a putative class action filed in December 2018 in the United States District Court for the Western District of Kentucky. The suit alleges that the “no-poaching” provision previously contained in the Company’s franchise agreement constituted an unlawful agreement or conspiracy in restraint of trade and commerce in violation of Section 1 of the Sherman Antitrust Act. On April 14, 2022, the parties reached a settlement in principle to resolve the case. Pursuant to the terms of the proposed settlement, in exchange for the Company’s payment of a total aggregate settlement amount of $ 5.0 million and other non-monetary consideration, all claims in the action will be dismissed, the litigation will be terminated, and the Company will receive a release. The settlement amount was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations in the first quarter of 2022 and remained accrued in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets as of June 29, 2025. The proposed settlement remains subject to approval by the District Court and contains certain customary contingencies. The Company continues to deny any liability or wrongdoing in this matter. 11. Segment Information We have four reportable segments: Domestic Company-owned restaurants, North America franchising, North America commissaries, and International operations. The Domestic Company-owned restaurant segment consists of the operations of all Domestic Company-owned restaurants and principally generates revenues from retail sales of pizza and other food and beverage products. The North America franchising segment consists of our franchise sales and support activities and derives its revenues from sales of franchise and development rights and the collection of royalties from our franchisees located in the United States and Canada. The North America commissaries segment consists of the operations of our regional dough production and product distribution centers in the United States and Canada and derives its revenues principally from the sale and distribution of food and paper products to Domestic Company-owned and franchised restaurants in the United States and Canada. The International segment consists of the operations of all Company-owned restaurants located in the UK, as well as distribution sales to franchised Papa Johns restaurants located in the UK and our franchise sales and support activities, which derive revenues from sales of franchise and development rights and the collection of royalties from our International franchisees. International franchisees are defined as all franchise operations outside of the United States and Canada. Our reportable segments are distinct business units that provide different products or services. Separate management of each segment is required because each business unit is subject to different operational issues and strategies. Certain administrative and capital costs are allocated to each of our segments based upon predetermined rates or estimated resource usage. All other business units that do not meet the quantitative or qualitative thresholds for determining reportable segments, which are not operating segments, we refer to as “All Other”. These consist of operations that derive revenues from franchise contributions to marketing funds and information systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-based ordering platforms. 19 Our chief operating decision maker (“CODM”) is the Chief Executive Officer. Beginning in the first quarter of 2025, the Company updated its measure of segment profit or loss to be adjusted EBITDA, which aligns with how the CODM evaluates performance of and allocates resources to our segments. For comparability purposes, segment results for the prior year period have been recast to reflect this change in measure of segment profit or loss. Adjusted EBITDA represents Net income before Net interest expense, Income tax expense, Depreciation and amortization, Stock-based compensation expense, and other adjustments that vary from period to period, including certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business. During the annual budget and forecasting process, the CODM uses adjusted EBITDA to allocate resources (including employees, property, and financial or capital resources) to the segments. The CODM regularly reviews trends in adjusted EBITDA on at least a quarterly basis to evaluate the profitability of the segments and to make resource allocation decisions. When our CODM reviews balance sheet information, it is at a consolidated level. Segment Results The tables below present our operating results by segment (in thousands). The significant expense categories and amounts presented in the tables below align with the segment-level information that is regularly provided to the CODM. A reconciliation to Company results is included in the following section. Three Months Ended June 29, 2025 Domestic Company-owned restaurants North America franchising North America commissaries International Total Revenues from external customers $ 175,797 $ 35,359 $ 214,846 $ 44,184 $ 470,186 Intersegment revenues — 1,244 52,813 — 54,057 Segment revenue $ 175,797 $ 36,603 $ 267,659 $ 44,184 $ 524,243 Less segment expenses (a) : COS - Product Costs $ 53,196 $ — $ 190,554 $ 13,073 $ 256,823 COS - Salaries & Benefits 57,203 — 30,061 1,964 89,228 COS - Other (d) 45,586 — 16,378 9,370 71,334 General & Administrative 9,948 9,760 11,014 9,282 40,004 Other Segment Expenses (c) — — — 4,858 4,858 Segment adjusted EBITDA $ 9,864 $ 26,843 $ 19,652 $ 5,637 $ 61,996 Three Months Ended June 30, 2024 Domestic Company-owned restaurants North America franchising North America commissaries International Total Revenues from external customers $ 173,207 $ 34,409 $ 198,197 $ 46,547 $ 452,360 Intersegment revenues — 1,041 50,303 — 51,344 Segment revenue $ 173,207 $ 35,450 $ 248,500 $ 46,547 $ 503,704 Less segment expenses (a) : COS - Product Costs $ 50,961 $ — $ 181,272 $ 13,735 $ 245,968 COS - Salaries & Benefits 56,507 — 28,911 5,023 90,441 COS - Other (d) 42,794 — 14,328 11,452 68,574 General & Administrative (b) 9,471 8,243 8,947 9,575 36,236 Other Segment Expenses (c) — — — 3,049 3,049 Segment adjusted EBITDA $ 13,474 $ 27,207 $ 15,042 $ 3,713 $ 59,436 20 Six Months Ended June 29, 2025 Domestic Company-owned restaurants North America franchising North America commissaries International Total Revenues from external customers $ 346,592 $ 70,911 $ 427,765 $ 83,295 $ 928,563 Intersegment revenues — 2,503 104,271 — 106,774 Segment revenue $ 346,592 $ 73,414 $ 532,036 $ 83,295 $ 1,035,337 Less segment expenses (a) : COS - Product Costs $ 105,333 $ — $ 380,024 $ 24,220 $ 509,577 COS - Salaries & Benefits 115,180 — 60,043 3,531 178,754 COS - Other (d) 90,485 — 32,659 16,440 139,584 General & Administrative 20,698 19,323 20,306 18,126 78,453 Other Segment Expenses (c) — — — 9,959 9,959 Segment adjusted EBITDA $ 14,896 $ 54,091 $ 39,004 $ 11,019 $ 119,010 Six Months Ended June 30, 2024 Domestic Company-owned restaurants North America franchising North America commissaries International Total Revenues from external customers $ 349,431 $ 70,106 $ 401,484 $ 93,220 $ 914,241 Intersegment revenues — 2,090 99,570 — 101,660 Segment revenue $ 349,431 $ 72,196 $ 501,054 $ 93,220 $ 1,015,901 Less segment expenses (a) : COS - Product Costs $ 101,489 $ — $ 363,397 $ 26,228 $ 491,114 COS - Salaries & Benefits 113,978 — 58,492 10,503 182,973 COS - Other (d) 85,901 — 28,911 24,334 139,146 General & Administrative (b) 19,650 16,482 18,037 18,314 72,483 Other Segment Expenses (c) — — — 5,935 5,935 Segment adjusted EBITDA $ 28,413 $ 55,714 $ 32,217 $ 7,906 $ 124,250 ___________________________________ (a) Segment expenses exclude Depreciation and amortization, Stock-based compensation expense, and certain General and Administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business (see reconciliation that follows). (b) The Company prospectively adjusted for updates in internal cost allocation methodologies in our Annual Report on Form 10-K for the year ended December 29, 2024, which increased the amount of internal general and administrative expenses allocated to the segments from Unallocated corporate expenses. These methodology updates have been reflected in the 2024 comparable results. Refer to Note 23 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 29, 2024 for additional information. (c) Other Segment Expenses represent all operating expenses that are not included in the significant segment expense categories. The components of Other Segment Expense are advertising fund expenses and other operating expenses. (d) We have included “COS - Other” as a significant expense category beginning in the first quarter of 2025, consistent with the segment expense categories regularly provided to the CODM when evaluating segment performance and allocating resources. “COS - Other” includes delivery expenses, Company-owned restaurant advertising costs, insurance, rent, aggregator fees, and other costs of sales. For comparability purposes, we have recast quarterly 2024 segment results to include this expense category. Reconciliation of Segment Results to Company Results The following table reconciles total revenue from our segments to Total revenues and total adjusted EBITDA from our segments to Income before income taxes (in thousands): 21 Three Months Ended Six Months Ended June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Total Segment revenue $ 524,243 $ 503,704 $ 1,035,337 $ 1,015,901 All Other Revenue (a) 73,761 69,312 148,092 134,519 Elimination of intersegment revenue ( 68,838 ) ( 65,122 ) ( 135,954 ) ( 128,610 ) Total revenues $ 529,166 $ 507,894 $ 1,047,475 $ 1,021,810 Three Months Ended Six Months Ended June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Total Segment adjusted EBITDA $ 61,996 $ 59,436 $ 119,010 $ 124,250 All Other adjusted EBITDA (a) 9,233 5,817 19,397 12,714 Unallocated corporate expenses, adjusted (b) ( 18,614 ) ( 6,333 ) ( 36,168 ) ( 17,479 ) Other income/(expense) adjustments to reconcile to income before income before income taxes (c) ( 28,125 ) ( 30,694 ) ( 53,784 ) ( 57,541 ) Net interest expense ( 10,584 ) ( 10,896 ) ( 20,663 ) ( 21,959 ) Income before income taxes $ 13,906 $ 17,330 $ 27,792 $ 39,985 ___________________________________ (a) As noted in the commentary above, All Other revenue and adjusted EBITDA is derived from business units that do not meet the quantitative or qualitative thresholds for determining reportable segments. These consist of operations that derive revenues from franchise contributions to marketing funds and information systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-based ordering platforms. Our largest marketing fund is PJMF, which is designed to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants. Technology-based franchisee fees are meant to offset the costs of building, operating, and depreciating technology that supports franchisee operations. As such, these fees may vary from period to period, as they are designed to operate near break-even over time including the impact of depreciation. (b) Unallocated corporate expenses represent administrative fees incurred by the restaurant support centers, including information systems and related services, corporate salaries and bonuses, and other corporate costs. These expenses are adjusted for depreciation and amortization, stock-based compensation expense, and certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business (see reconciliation that follows). (c) Other income/(expense) adjustments represent Depreciation and amortization, Stock-based compensation expense, and certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business. As such, management excludes these items from the evaluation of adjusted EBITDA. For the periods above, the adjustments include: Three Months Ended Six Months Ended (in thousands) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Depreciation and amortization $ 18,819 $ 17,594 $ 37,162 $ 35,268 Stock-based compensation expense 3,824 2,915 7,493 2,545 International restructuring costs (see Note 9) 2,451 6,185 4,631 15,728 Other costs 3,031 4,000 4,498 4,000 Other (income)/expense adjustments $ 28,125 $ 30,694 $ 53,784 $ 57,541 22 Disaggregation of Revenue Our segments earn revenue from both external and internal customers. No single external customer accounted for 10% or more of our total revenues. We account for intercompany sales and transfers as if the sales or transfers were to third parties and subsequently eliminate the activity. The accounting policies of our segments are the same as those described in 2. Significant Accounting Policies. In the following tables, revenues are disaggregated by major product/service line. The tables also include a reconciliation of the disaggregated revenues by the reportable segment (in thousands): Three Months Ended June 29, 2025 Domestic Company-owned restaurants North America franchising North America commissaries International All Other Elimination of Intersegment Revenue Total Company-owned restaurant sales $ 175,797 $ — $ — $ 3,192 $ — $ — $ 178,989 Franchise royalties and fees — 36,603 — 12,943 — ( 1,244 ) 48,302 Commissary sales — — 267,659 19,730 — ( 52,813 ) 234,576 Other revenues — — — 3,409 24,301 ( 4,574 ) 23,136 Advertising funds revenue — — — 4,910 49,460 ( 10,207 ) 44,163 Total revenues $ 175,797 $ 36,603 $ 267,659 $ 44,184 $ 73,761 $ ( 68,838 ) $ 529,166 Three Months Ended June 30, 2024 Domestic Company-owned restaurants North America franchising North America commissaries International All Other Elimination of Intersegment Revenue Total Company-owned restaurant sales $ 173,207 $ — $ — $ 11,433 $ — $ — $ 184,640 Franchise royalties and fees — 35,450 — 12,143 — ( 1,041 ) 46,552 Commissary sales — — 248,500 16,125 — ( 50,303 ) 214,322 Other revenues — — — 3,787 20,154 ( 3,531 ) 20,410 Advertising funds revenue — — — 3,059 49,158 ( 10,247 ) 41,970 Total revenues $ 173,207 $ 35,450 $ 248,500 $ 46,547 $ 69,312 $ ( 65,122 ) $ 507,894 Six Months Ended June 29, 2025 Domestic Company-owned restaurants North America franchising North America commissaries International All Other Elimination of Intersegment Revenue Total Company-owned restaurant sales $ 346,592 $ — $ — $ 6,278 $ — $ — $ 352,870 Franchise royalties and fees — 73,414 — 25,447 — ( 2,503 ) 96,358 Commissary sales — — 532,036 35,752 — ( 104,271 ) 463,517 Other revenues — — — 6,693 49,380 ( 9,180 ) 46,893 Advertising funds revenue — — — 9,125 98,712 ( 20,000 ) 87,837 Total revenues $ 346,592 $ 73,414 $ 532,036 $ 83,295 $ 148,092 $ ( 135,954 ) $ 1,047,475 Six Months Ended June 30, 2024 23 Domestic Company-owned restaurants North America franchising North America commissaries International All Other Elimination of Intersegment Revenue Total Company-owned restaurant sales $ 349,431 $ — $ — $ 26,460 $ — $ — $ 375,891 Franchise royalties and fees — 72,196 — 23,599 — ( 2,090 ) 93,705 Commissary sales — — 501,054 30,350 — ( 99,570 ) 431,834 Other revenues — — — 6,852 41,678 ( 7,185 ) 41,345 Advertising funds revenue — — — 5,959 92,841 ( 19,765 ) 79,035 Total revenues $ 349,431 $ 72,196 $ 501,054 $ 93,220 $ 134,519 $ ( 128,610 ) $ 1,021,810 12. Subsequent Events Enactment of the “One Big Beautiful Bill Act” On July 4, 2025, the “One Big Beautiful Bill Act,” a comprehensive tax and spending bill, was signed into U.S. law. The legislation includes changes to the U.S. corporate tax system, including, but not limited to: • Maintaining the corporate income tax rate at 21%; • Modifications to the deductibility of interest expense and executive compensation; • Reinstatement and expansion of certain bonus depreciation provisions; • Reinstatement of full expensing for domestic research and development expenditures; • Significant changes to many credits and provisions of the Inflation Reduction Act; and • Changes to foreign income taxation, including revisions to Global Intangible Low-Taxed Income (“GILTI”) and foreign-derived deduction eligible income (“FDDEI”) provisions. The Company is currently evaluating the potential impact of the new legislation on its Consolidated Financial Statements. However, we currently expect that these changes may have a material impact on the Company’s current and deferred tax assets and liabilities as well as a favorable impact on the amount of cash taxes paid during 2025. We do not currently expect a material impact to our effective tax rate for 2025. Because the bill was enacted subsequent to June 29, 2025, its effects are not reflected in the accompanying financial statements as of and for the period ended June 29, 2025. Anticipated Sale of Joint Venture On July 18, 2025, the Company entered into an asset purchase agreement (the “Purchase Agreement”) to sell its 70 % interest in a consolidated joint venture that currently operates 85 Domestic Company-owned restaurants for approximately $ 25 million, which is subject to change based on customary adjustments and is subject to various contingencies. Upon closing of the sale, which we expect to complete by the end of 2025, the Company expects to recognize an estimated pre-tax gain on sale of $ 15 million to $ 20 million and the restaurants will convert to franchised locations. This estimate is preliminary and subject to change, as the final gain will be determined upon completion of the relative fair value allocation necessary to finalize the disposal of goodwill associated with the divestiture as well as the final asset and liability balances as of the closing date. As such, the actual gain recognized may differ materially from our current estimate. The Company is unable to provide assurances as to whether the contingencies under the Purchase Agreement will be satisfied within the estimated timing or at all. 24