What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-27 · 51 added, 48 removed, 162 unchanged (38% of the section changed)

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At December 28, 2025, there were 6,083 Papa Johns restaurants in operation, consisting of 475 Company-owned and 5,608 franchised restaurants operating in 50 countries and territories.

Our Company-owned restaurants include 98 restaurants operated under three joint venture arrangements.

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.

In discussions of our business, “Domestic” is defined as within the contiguous United States, “North America” includes Domestic and Canada, and “International” includes the rest of the world other than North America.

We are committed to delivering on our brand promise “BETTER INGREDIENTS.

BETTER PIZZA.

® ” and a business strategy designed to drive sustainable long-term, profitable growth.

As Papa Johns transforms its business to accelerate profitable growth in its restaurant system, it is focused on the following strategic priorities:

® ” and we believe our business strategy is designed to drive sustainable long-term, profitable growth.

As Papa Johns transforms the business to accelerate profitable growth across its restaurant system, we are focused on the following strategic priorities:

Focusing on our core product proposition and improving innovation across the barbell.

Traditional, superior-quality pizza is the foundation of our success.

Traditional, superior-quality pizza is the foundation of our success, and accelerating product innovations that expand beyond pizza and complement our core offerings is key to attracting a broad customer base and expanding our addressable market.

Consumers know us for BETTER INGREDIENTS.

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Amplifying our marketing message to drive customer consideration and call to action across target segments by emphasizing quality and value.

Our approach will leverage our individualized knowledge of our customers and vast consumer data to create more personalized offers, differentiate our brand through creativity and disruption and will include incremental investments to reach a wider audience through traditional and digital advertising, ensuring a strong presence in key regional and local markets.

Investing in our technology to enable commercial and operational efficiency through improvements to the end-to-end digital customer experience, and our customer relationship management platform.

With most of our sales occurring through digital channels, we believe these investments will improve conversion and reduce friction within our customer experience.

Our approach will leverage our individualized knowledge of our customers and vast consumer data to create more personalized offers, differentiate our brand through creativity and disruption and may include supplemental investments to reach a wider audience through traditional and digital advertising, ensuring a strong presence in key regional and local markets.

Investing in our technology to deliver a more seamless and personalized experience across our digital assets and owned channels as well as to drive greater efficiency throughout our operations by leveraging our data to inform our decisions and better serve our customers.

With most of our sales occurring through digital channels, we believe these investments will improve the overall customer and team member experience.

Differentiating our customer experience to meet and exceed the convenience, value and quality expectations of the customer in every channel.

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Partnering with and evolving our franchisee base to be growth oriented – focusing on increasing our market share through strategic new restaurant development in priority markets.

In order to lay the foundation for our next phase of growth, we have enacted broad-ranging plans to transform our North America and International businesses.

In 2023, we initiated international transformation initiatives (the “International Transformation Plan”).

With the completion of the International Transformation Plan in late 2025, we began a new business transformation program (the “Enterprise Transformation Plan”) in December 2025.

Refer to “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments and Trends” for further information about these programs.

Segment Overview

Papa Johns has four defined reportable segments:

Domestic Company-owned restaurants, North America franchising, North America commissaries (Quality Control Centers), and International.

Domestic Company-owned restaurants, North America franchising, North America commissaries, and International.

Domestic Company-owned Restaurants

The Domestic Company-owned restaurant segment consists of the operations of all Domestic Company-owned restaurants and derives its revenues principally from retail sales of pizza and other food and beverage products.

Of the total 3,514 North American restaurants open as of December 29, 2024, 539 units, or approximately 15% , were Company-owned.

Of the total 3,523

North American restaurants open as of December 28, 2025, 462 units, or approximately 13%, were Company-owned.

In 2025, the 428 Domestic Company-owned restaurants included in the full year’s comparable restaurant base generated average annual unit sales of $1.3 million.

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The International segment is defined as all restaurant operations outside of the United States and Canada.

As of December 29, 2024, there were 2,516 International restaurants, comprised of 13 Company-owned restaurants in the United Kingdom and 2,503 franchised restaurants.

As of December 28, 2025, there were 2,560 International restaurants, comprised of 13 Company-owned restaurants in the United Kingdom (“UK”) and 2,547 franchised restaurants.

The Company currently operates one International QC Center in the UK.

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Closed (1) (86) (87) — (139) (139) (226)

Sold — (1) (1) — — — (1)

Acquired 1 — 1 — — — 1

Refranchised (85) 85 — — — — —

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(77) 86 9 — 44 44 53

Our Domestic Company-owned restaurant growth strategy is to continue to open restaurants in existing markets as appropriate, thereby increasing consumer awareness, increasing market share, improving customer service and enabling us to take advantage of operational and marketing scale efficiencies.

We have co-developed Domestic markets with some franchisees or divided markets among franchisees and will continue to use market co-development in the future, where appropriate.

Our Domestic Company-owned markets are comprised of strong performing restaurants making them attractive locations either as Company-owned or franchised.

Our Domestic Company-owned restaurant growth strategy may entail opening restaurants in existing or new markets as appropriate, thereby increasing consumer awareness, increasing market share, improving customer service and enabling us to take advantage of operational and marketing scale efficiencies, or closing restaurants in existing markets.

We have co-developed Domestic markets with some franchisees or divided markets among franchisees and may continue to use market co-development in the future, where appropriate.

Our Domestic Company-owned markets continue to include strong performing restaurants that remain attractive as either Company-owned or franchised locations.

Our experience in developing markets indicates that market penetration through the opening of multiple restaurants in a particular region results in increased average restaurant sales over time.

We will establish a development or a master franchise agreement with a franchisee for the opening of a specified number of restaurants within a defined period of time and specified geographic area.

Similar to our Domestic Company-owned restaurant growth strategy, our International strategy has shown to build higher consumer awareness, increased market share, and improved operational efficiencies.

Similar to our Domestic Company-owned restaurant growth strategy, our International strategy has been shown to build higher consumer awareness, increased market share, and improved operational efficiencies.

Franchise Program

We continue to attract qualified and experienced franchisees, whom we consider to be a vital part of our system’s continued growth.

We continue to attract qualified and experienced franchisees that we consider to be a vital part of our continued growth.

We believe our relationship with our franchisees is fundamental to the performance of our brand and we strive to maintain a collaborative relationship with our franchisees.

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A franchise agreement is generally executed once a franchisee secures a location.

Our current standard franchise agreement requires the franchisee to pay a royalty fee of 5% of sales, net of certain taxes and refunds, and the majority of our existing franchised restaurants have a 5% contractual royalty rate in effect.

Our current standard franchise agreement requires the franchisee to pay a royalty fee of 5% of gross revenue, net of certain taxes, discounts, and refunds, and the majority of our existing franchised restaurants have a 5% contractual royalty rate in effect.

Incentives offered from time to time to franchisees may reduce the contractual royalty rate paid.

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International Development Agreements.

In international markets, we generally enter into a development agreement with master franchise rights for the opening of a specified number of restaurants within a defined period of time and specified geographic area.

Under a development agreement with master franchise rights, the franchisee has the right to sub-franchise a portion of the development to one or more sub-franchisees approved by us.

In international markets, we generally enter into a development agreement for the opening of a specified number of restaurants within a defined period of time and specified geographic area.

Under a development agreement with master franchise rights, upon meeting certain conditions, the franchisee has the right to sub-franchise a portion of the development to one or more sub-franchisees approved by us.

A unit license agreement is generally executed once a franchisee secures a location.

Our current standard international development agreements and unit license agreements provide for payment to us of a royalty fee of 5% of sales net of certain taxes and refunds.

For international agreements with master franchise rights, the master franchisee generally sets its own sub-franchise royalty but the sub-franchise royalty received by the Company is generally 3% of sales, net of certain taxes and refunds.

Our current standard international development agreements and unit license agreements provide for payment to us of a royalty fee of 5% of gross revenue net of certain taxes, discounts, and refunds.

The remaining terms applicable to the operation of individual restaurants are substantially equivalent to the terms of our Domestic franchise agreement.

In certain cases, development agreements may be negotiated at other-than-standard terms for fees and royalties, and we may offer various development and royalty incentives.

cases, development agreements may be negotiated at other-than-standard terms for fees and royalties, and we may offer various development and royalty incentives.

Franchise Operations .

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Marketing Programs

Our Domestic marketing strategy consists of national advertising via television, print, direct mail, digital, mobile marketing and social media channels.

Our Domestic marketing strategy consists of national advertising via television, print, direct mail, digital, mobile marketing, loyalty marketing and social media channels.

Our digital marketing activities have increased significantly over the past several years in response to increasing customer use of online and mobile technology.

Local advertising, such as television, radio, print, direct mail, restaurant-to-door flyers, digital, mobile marketing and local social media channels is currently optional for franchisees.

Local advertising efforts may include television, radio, print, direct mail, restaurant-to-door flyers, digital, mobile marketing and local social media channels.

Domestic Company-owned and franchised Papa Johns restaurants within a defined market may, but are not required to, join an area advertising cooperative (“Co-op”).

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PJMF is a consolidated nonstock corporation, designed to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants.

PJMF produces and buys air time for Papa Johns national television commercials and advertises the Company’s products through digital media including banner advertising, paid search-engine advertising, mobile marketing, social media advertising and marketing, text messaging, and email.

PJMF produces campaigns and buys air time for Papa Johns national television commercials and advertises the Company’s products through digital media including banner advertising, paid search-engine advertising, mobile marketing, social media advertising and marketing, loyalty marketing, text messaging, aggregator advertising and email.

PJMF also engages in other brand-building activities, such as consumer research and public relations activities.

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At Papa Johns, we welcome a wide array of voices to our table.

An inclusive environment is essential to attracting the talent that makes Papa Johns the world’s best pizza delivery company.

An inclusive environment is essential to attracting the talent that makes Papa Johns the world’s best pizza company.

As such, we welcome all entrepreneurial spirits, innovators and pizza lovers.

We continue to build a culture that reflects our corporate values of People First and Everyone Belongs and creates a competitive advantage in attracting and retaining talent.

We continue to build a culture that reflects our corporate values of People First and Everyone Belongs

and creates a competitive advantage in attracting and retaining talent.

Across our restaurants, QC Centers and corporate hubs, Papa Johns team members are valued for their contributions, treated fairly, encouraged to share their feedback and ideas, provided the tools needed to ensure their safety and total wellness and given ample opportunities to grow in their careers.

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Creating a culture of connectedness and belonging that supports and values team members is important to attracting and retaining talented, dedicated employees and bringing more innovative thinking and better ideas and solutions to our business.

To meet job candidates where they live, and gain a deeper understanding of their personal, educational and

professional goals, we sponsor and attend job fairs, scholarship programs and university and professional organization events and offer our team members hiring and referral bonuses.

To meet job candidates where they live, and gain a deeper understanding of their personal, educational and professional goals, we sponsor and attend job fairs, scholarship programs and university and professional organization events and offer our team members hiring and referral bonuses.

To help our team members succeed in their roles and to ensure consistent operational execution, we offer continuous training and development opportunities, including providing innovative tools and materials for the operational training and development of team members.

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Industry and Competition

The United States Quick Service Restaurant pizza (“QSR Pizza”) industry is mature and highly competitive with respect to price, service, location, food quality, customer loyalty programs and product innovation.

The QSR Pizza category is largely fragmented, and competitors include a few large national chains and many smaller regional chains, as well as a large number of local independent pizza operators, any of which can utilize a growing number of food delivery services.

Some of our competitors have been in existence for substantially longer periods than Papa Johns, have substantially greater resources than Papa Johns and can have higher levels of restaurant penetration and stronger, more developed brand awareness in markets where we compete.

Competition from delivery aggregators and other food delivery concepts also continues to increase.

The United States Quick Service Restaurant pizza (“QSR Pizza”) industry is mature and highly competitive with respect to price, service, location, food quality, technology, customer loyalty programs and product innovation.

The QSR Pizza industry is largely fragmented, and competitors include a few large national chains and many smaller regional chains, as well as a large number of local independent pizza operators, any of which can utilize a growing number of food delivery services.

Some of our competitors have been in existence for longer periods than Papa Johns, have substantially greater resources than Papa Johns and can have higher levels of restaurant penetration, aggressive promotional campaigns and brand awareness in markets where we compete.

Additionally, competition from delivery aggregators and other food delivery concepts has increased in recent years.

For more information, see “Item 1A—Risk Factors—Industry and Macroeconomic Risks—Our profitability may suffer as a result of intense competition in the QSR Pizza industry.”

Internationally, the pizza delivery model is not as mature as that of the Domestic market and presents a growth opportunity for Papa Johns.

Internationally, the pizza delivery model is not as mature as the Domestic market and presents a growth opportunity for Papa Johns.

We believe demand from international consumers will continue to increase as the demand for pizza delivery and carryout continues.

We continue to execute on our growth strategy and expand throughout the world.

With respect to the sale of franchises, we compete with many franchisors of restaurants and other business concepts.

There is also active competition for management personnel, drivers and hourly team members, and attractive commercial real estate sites suitable for Papa Johns restaurants.

With respect to our franchise operating model, we compete with many franchisors of restaurants and other business concepts.

There is active competition for management personnel, drivers and hourly team members, and a limited supply of attractive commercial real estate sites suitable for Papa Johns restaurants.

In the United States, our 11 QC Centers produce dough and distribute substantially all key ingredients, including mozzarella, dough and pizza sauce, and other supplies, including food products, paper products, smallwares and cleaning supplies to Domestic Company-owned restaurants and franchised restaurants to ensure consistent food quality.

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In our International segment, we operate one International QC Center in the United Kingdom and other International QC Centers are operated by franchisees pursuant to license agreements or by other third parties.

We depend on a sole source for our supply of garlic sauce and we source other key ingredients, including meat products, from a limited number of suppliers.

We are dependent on a sole supplier for all of our cheese made from mozzarella domestically and substantially all of our cheese internationally.

We also depend on a sole source for our supply of garlic sauce and we source other key ingredients, including meat products, from a limited number of suppliers.

For a discussion of the related risks, see “Item 1A—Risk Factors—Company Risks—Increase in ingredient and other operating costs, including those caused by weather, climate change and food safety, could adversely affect our results of operations,” “—Our dependence on a sole supplier or a limited number of suppliers for some ingredients and other supplies could result in disruptions to our business,” and “—Changes in purchasing practices by our Domestic franchisees, or prolonged disruptions in our QC Center operations, could harm our commissary business.”

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We, along with our franchisees, are subject to various federal, state, local and international laws affecting the operation of our respective businesses, including laws and regulations related to our marketing and advertising as well as the preparation and sale of food, food safety and menu labeling.

Each Papa John’s restaurant is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, building and fire agencies in the state or municipality in which the restaurant is located.

Difficulties in obtaining, or the failure to obtain, required licenses or approvals could delay or prevent the opening of a new restaurant in a particular area.

Each Papa Johns restaurant is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, building and fire agencies in the state or municipality in which the restaurant is located.

Difficulties in obtaining, or the failure to obtain, required permits, licenses or approvals could delay or prevent the opening of a new restaurant in a particular area.

Our QC Centers are licensed and subject to regulation by state and local health and fire codes, and the operation of our trucks is subject to federal and state transportation regulations.

We are also subject to federal and state environmental regulations.

In addition, our Domestic operations are subject to various federal and state laws governing such matters as minimum wage requirements, benefits, taxation, working conditions, citizenship requirements, and overtime.

In addition, our Domestic operations are subject to various federal, state and local laws governing such matters as minimum wage requirements, benefits, taxation, working conditions, citizenship requirements, and overtime.

We are subject to Federal Trade Commission (“FTC”) regulation and various state laws regulating the offer and sale of franchises.

The FTC requires us to furnish to prospective franchisees a franchise disclosure document containing prescribed information.

Many states also regulate substantive aspects of the franchisor-franchisee relationship.

State laws governing the franchisor-franchisee relationship presently exist in a significant number of states, and bills have been, and may in the future, be introduced in Congress that, if enacted, would provide for federal regulation certain aspects of the U.S.

Many states also regulate substantive aspects of the franchisor-franchisee relationship, including the requirement to register our franchise disclosure document.

State laws governing the franchisor-franchisee relationship presently exist in a significant number of states, and bills have been, and may in the future, be introduced in Congress that,

if enacted, would provide for federal regulation of certain aspects of the U.S.

franchisor-franchisee relationship.

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Some foreign countries also have disclosure requirements and other laws regulating franchising and the franchisor-franchisee relationship.

National, state and local government regulations or initiatives, including health care legislation, “living wage,” or other current or proposed regulations, and increases in minimum wage rates affect Papa John’s as well as others within the restaurant industry.

National, state and local government regulations or initiatives, including health care legislation, “living wage,” or other current or proposed regulations, and increases in minimum wage rates affect Papa Johns as well as others within the restaurant industry.

We are also subject to applicable laws in each international jurisdiction in which we operate.

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Any changes in privacy and data protection laws or regulations could also adversely impact the way we use e-mail, text messages and other marketing techniques and could require changes to our marketing strategies.

The security of our

financial data, customer information and other personal information is a priority for us.

Similarly, emerging regulations and laws governing the use of artificial intelligence may adversely impact our use of these technologies.

The security of our financial data, customer information and other personal information is a priority for us.

We have a privacy policy posted on our website at www.papajohns.com.

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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-K

Item 1. Business