What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 405 added, 348 removed, 1057 unchanged (42% of the section changed)

12 unchanged sentences

We have audited the accompanying consolidated balance sheets of Papa John’s International, Inc.

and Subsidiaries (the Company) as of December 29, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive income, stockholders' deficit and cash flows for each of the three fiscal years in the period ended December 29, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 29, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three fiscal years in the period ended December 29, 2024, in conformity with U.S.

and subsidiaries (the Company) as of December 28, 2025 and December 29, 2024, the related consolidated statements of operations, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended December 28, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2025 and December 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2025, in conformity with U.S.

generally accepted accounting principles.

35 unchanged sentences

Current assets:

Cash and cash equivalents $ 37,955 $ 40,587

Cash, cash equivalents, and restricted cash $ 36,950 $ 37,955

Accounts receivable (less allowance for credit losses of $ 12,129 in 2025 and $ 8,468 in 2024)

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Prepaid expenses and other current assets 48,895 48,586

Assets held for sale 4,607 —

Total current assets 237,432 230,605

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Current operating lease liabilities 23,725 25,756

Current portion of long-term debt 4,997 —

Total current liabilities 290,991 277,963

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Total costs and expenses 1,964,661 1,902,683 1,988,571

Refranchising and impairment loss — — ( 12,065 )

Operating income 89,147 156,704 147,142

1 unchanged sentence

Income before income taxes 48,378 114,126 103,673

Income tax expense 29,929 20,874 14,420

Income tax expense (a)

( 16,261 ) ( 29,929 ) ( 20,874 )

Net income 32,117 84,197 82,799

6 unchanged sentences

Diluted weighted average common shares outstanding 32,945 32,819 33,159

(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.

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___________________________________

(1) Amounts reclassified out of accumulated other comprehensive loss into net interest income (expense) include $ 632 , $ 173 and ($ 2,384 ) for the years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively.

(1) Amounts reclassified out of accumulated other comprehensive loss into net interest expense include $ 223 , $ 632 and $ 173 for the years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

(2) The income tax effects of amounts reclassified out of accumulated other comprehensive loss were $( 52 ), $( 143 ) and $( 39 ) for the years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

50 unchanged sentences

Exercise of stock options 23 1 1,054 — — — — 1,055

Acquisition of Company common stock (3)

( 2,523 ) — — — — ( 212,444 ) — ( 212,444 )

Stock-based compensation expense — — 9,590 — — — — 9,590

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(2) At December 29, 2024, the accumulated other comprehensive loss of $ 8,456 was comprised of net unrealized foreign currency translation loss of $ 8,332 and a net unrealized loss on the interest rate swap agreements of $ 124 .

(3) Acquisition of Company common stock for the year ended December 31, 2023 includes $ 2,804 of transaction costs directly attributable to share repurchases, including a 1% excise tax incurred under the Inflation Reduction Act of 2022.

See accompanying notes.

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Other comprehensive loss, net of tax — — — 2,332 — — — 2,332

Cash dividends on common stock ($ 1.54 per share)

Dividends on common stock ($ 1.76 per share)

— — 121 — ( 58,927 ) — — ( 58,806 )

1 unchanged sentence

Acquisition of Company common stock (3)

( 2,523 ) — — — — ( 212,444 ) — ( 212,444 )

Stock-based compensation expense — — 17,924 — — — — 17,924

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(2) At December 31, 2023, the accumulated other comprehensive loss of $ 7,803 was comprised of net unrealized foreign currency translation loss of $ 7,490 and a net unrealized loss on the interest rate swap agreements of $ 314 .

(3) Acquisition of Company common stock for the year ended December 31, 2023, includes $ 2,804 of transaction costs directly attributable to share repurchases, including a 1% excise tax incurred under the Inflation Reduction Act of 2022.

See accompanying notes.

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Depreciation and amortization 92,245 69,407 64,090

Refranchising and impairment loss 18,340 — 12,065

Refranchising (gain)/loss and impairment loss ( 15,768 ) 18,340 —

Deferred income taxes 6,739 ( 3,037 ) ( 5,991 )

Stock-based compensation expense 14,980 9,590 17,924

Gain on disposal of property and equipment ( 41,953 ) — —

Loss/(gain) on disposal of property and equipment 2,800 ( 41,953 ) —

Other 1,407 1,711 146

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Purchases of property and equipment ( 64,695 ) ( 72,484 ) ( 76,620 )

Purchases of property and equipment related to damages from natural disasters ( 9,740 ) — —

Insurance proceeds related to damages from natural disasters 6,300 — —

Notes issued — ( 154 ) ( 4,338 )

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Proceeds from dispositions and refranchising, net of cash transferred 34,500 49,016 3,457

Proceeds from investments 4,739 2,275 4,405

Proceeds from the sale of property and equipment 963 — —

Other — ( 28 ) ( 1,069 )

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Net (repayments) proceeds from revolving credit facilities ( 224,471 ) ( 17,268 ) 159,000

Proceeds from term loan 200,000 — —

Debt issuance costs ( 3,223 ) — —

Proceeds from exercise of stock options 414 1,055 2,252

6 unchanged sentences

Net cash used in financing activities ( 106,257 ) ( 91,672 ) ( 124,076 )

Effect of exchange rate changes on cash and cash equivalents ( 244 ) ( 642 ) ( 2,012 )

Change in cash and cash equivalents ( 2,632 ) ( 6,786 ) ( 23,237 )

Cash and cash equivalents at beginning of period 40,587 47,373 70,610

Cash and cash equivalents at end of period $ 37,955 $ 40,587 $ 47,373

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 738 ( 244 ) ( 642 )

Change in cash, cash equivalents, and restricted cash ( 1,005 ) ( 2,632 ) ( 6,786 )

Cash, cash equivalents, and restricted cash at beginning of period 37,955 40,587 47,373

Cash, cash equivalents, and restricted cash at end of period $ 36,950 $ 37,955 $ 40,587

See accompanying notes.

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We also derive revenue from contributions received into our national marketing fund.

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.

Significant Accounting Policies

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All intercompany balances and transactions have been eliminated.

The Company has implemented several financial statement changes in this Annual Report on Form 10-K, concurrent with the adoption of Accounting Standard Update (“ASU”) 2023-07, “ Improvements to Reportable Segment Disclosure s.” These changes evolve and modernize our financial statements and footnotes to increase transparency and better reflect management’s key performance metrics.

The Consolidated Statements of Operations have been reconfigured to classify revenues and expenses based on the nature of the underlying activities without regard to operating segment.

This reconfiguration and the resulting reclassifications did not change previously reported Total revenues, Total costs and expenses, Operating income or Net income for any period.

The Consolidated Statements of Cash Flows include reclassifications to a new line item that include the net operating cash flows of the consolidated advertising funds.

The reclassifications did not change Net cash provided by operating activities, Net cash used in investing activities or Net cash used in financing activities for any period.

Presentation changes to the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows have been applied retrospectively, and as such, the results from the years ended December 31, 2023 and December 25, 2022 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 the North America franchising and International segments.

This update in methodology does not impact total reported expenses, and has been implemented prospectively beginning with the year ended December 29, 2024.

The comparative information has not been restated.

Certain prior year amounts herein have been reclassified to conform to the current year presentation.

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”), a consolidated 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.

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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 .”

Our fiscal year ends on the last Sunday in December of each year.

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Use of Estimates

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (“GAAP” or “U.S.

GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and 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.

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Revenue Recognition

Revenue is measured based on consideration specified in contracts with customers and excludes waivers or incentives and amounts collected on behalf of third parties, primarily sales tax.

Revenue is measured based on consideration received from customers and excludes waivers or incentives and amounts collected on behalf of third parties, primarily sales tax.

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

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Our Company-owned restaurants principally generate revenues from retail sales of pizza and other food and beverage products.

Revenues from Company-owned restaurants are recognized when the products are delivered to or carried out by customers.

Revenues from Company-owned restaurants are recognized when the products are delivered to or carried out by customers, which is the point in time the performance obligation is satisfied.

Our North American customer loyalty program, Papa Rewards, is a spend-based program that rewards customers with points for each purchase.

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Once points are redeemed, Papa Dough may be used on future purchases within a six-month expiration window.

Effective in January 2026, Papa Dough earned on new orders may be used on future purchases within a 60-day expiration window.

The accrued liability in the Consolidated Balance Sheets, and corresponding reduction of Company-owned restaurant sales in the Consolidated Statements of Operations, is for the estimated reward redemptions at Domestic Company-owned restaurants based upon estimated redemption patterns.

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Franchise Royalties and Fees

Franchise royalties, which are based on a percentage of franchise restaurant sales, are recognized as sales occur.

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

Franchise royalties, which are based on a percentage of franchise restaurant sales, are recognized as those restaurant sales occur.

Franchise royalties are contractually based and require the franchisee to remit continuing fees to the Company as a percentage of the applicable restaurant’s sales in exchange for the right to use certain intellectual property.

Our current standard franchise agreement requires the franchisee to pay a royalty fee of 5 % of sales for franchised units and 3 % of sales for sub-franchised units, with the majority of our existing franchised restaurants having a 5 % contractual royalty rate in effect.

Franchise royalties are billed on a monthly basis.

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Fees received for future license renewal periods are deferred and amortized over the life of the renewal period.

Area development exclusivity fees are billed upon execution of the

development agreements which grant the right to develop franchised restaurants in future periods in specific geographic areas.

Area development exclusivity fees are billed upon execution of the development agreements which grant the right to develop franchised restaurants in future periods in specific geographic areas.

Area development exclusivity fees are allocated on a pro rata basis to all restaurants opened under that specific development agreement.

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Commissary Revenues

Commissary revenues are comprised of food and supplies sold to franchised restaurants at a fixed markup and are recognized as revenue upon shipment of the related products to the franchisees.

Commissary revenues are comprised of food and supplies sold to franchised restaurants at a fixed markup and are recognized as revenue upon shipment of the related products to the franchisees, which is the point in time the performance obligation is satisfied.

Payments are generally due within 30 days.

Franchisees have the opportunity to earn incentive-based rebates as they increase volume and open new restaurants, which are recorded as a reduction to Commissary revenues as they are earned based on the estimated rebate amount.

Various other incentive programs are offered to franchisees related to new restaurant openings, including new restaurant equipment incentives and discounts on initial commissary orders.

Franchisees have the opportunity to earn incentive-based rebates as they increase volume and open new restaurants, which are recorded as a reduction to Commissary revenues.

Other incentive programs are offered to franchisees related to new restaurant openings, such as new restaurant equipment incentives.

New restaurant equipment incentives are recorded as a reduction of Commissary revenues over the term of the related incentive agreement, which is generally three to five years .

Other Revenues

Other revenues primarily includes revenues derived from our online and mobile ordering business, fees for information services, as well as our previously wholly-owned print and promotions subsidiary.

Other revenues primarily includes revenues derived from our online and mobile ordering business and fees for information services.

Fees for information services, including software maintenance fees, help desk fees, centralized call center fees, and online ordering fees are recognized as revenue as such services are provided and are included in Other revenues.

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A lease term often includes option periods, available at the inception of the lease.

Lease expense is comprised of operating and finance lease costs, short-term lease

costs, and variable lease costs, which primarily include common area maintenance, real estate taxes, and insurance for the Company’s real estate leases.

Lease expense is comprised of operating and finance lease costs, short-term lease costs, and variable lease costs, which primarily include common area maintenance, real estate taxes, and insurance for the Company’s real estate leases.

Lease costs also include variable rent, which is primarily related to the Company’s supply chain tractor and trailer leases that are based on a rate per mile.

Stock-Based Compensation

Compensation expense for equity grants is estimated at fair value on the grant date, net of projected forfeitures, and is recognized over the vesting period.

Compensation expense for equity grants is estimated at fair value on the grant date, net of projected forfeitures, and is recognized over the requisite service period.

We have elected a policy to estimate forfeitures in determining the amount of stock-based employee compensation expense.

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Equity Compensation” for additional information.

Cash Equivalents

Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with maturity of three months or less at date of purchase.

These investments are carried at cost, which approximates fair value.

As further described in “Note 21.

Divestitures,” restricted cash as of December 28, 2025 includes amount held in escrow in connection with the refranchising of 85 Domestic Company-owned restaurants to a third party.

The escrowed funds are contractually restricted pending the final settlement of certain post-closing adjustments and the assignment of certain remaining lease assignments to the buyer, which we expect to take place in early 2026.

Because the Company does not have the ability to access these funds for general corporate purposes until the specified conditions are satisfied, the amounts are classified as restricted cash on the Consolidated Balance Sheets.

Below is a reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheets:

(In thousands) December 28, 2025 December 29, 2024

Cash and cash equivalents $ 34,591 $ 37,955

Restricted cash 2,359 —

Total cash, cash equivalents, and restricted cash $ 36,950 $ 37,955

Accounts Receivable

8 unchanged sentences

Note balances are charged off against the allowance after recovery efforts have ceased.

Interest income recorded on franchisee loans was approximately $ 1.1 million in 2024 and 2023 and $ 1.3 million in 2022 and is reported in Net interest expense in the accompanying Consolidated Statements of Operations.

Interest income recorded on franchisee loans was approximately $ 0.6 million in 2025 and $ 1.1 million in each of 2024 and 2023 and is reported in Net interest expense in the accompanying Consolidated Statements of Operations.

Inventories, which consist of food products, paper goods, supplies and smallwares are stated at the lower of cost, determined under the first-in, first-out (FIFO) method, or net realizable value.

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Depreciation is recorded using the straight-line method over the estimated useful lives of the assets (generally five to ten years for restaurant, commissary and other equipment, twenty to forty years for buildings and improvements, and five years for technology and communication assets).

The useful life estimate for an asset is re-assessed when facts and circumstances indicate the period over which the asset is expected to provide economic benefit has changed, which can occur for various reasons including technological advancements, a demonstrable change in usage patterns, market demand, or legal or regulatory changes.

Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the respective leases, including the first renewal period (generally five to ten years ).

Depreciation expense was $ 80.8 million in 2025, $ 59.6 million in 2024 and $ 54.3 million in 2023.

The increase in 2025 was due mainly to $ 18.4 million of accelerated depreciation expense related to investments in technology platforms, primarily our new omnichannel experience.

Deferred Costs

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Amounts capitalized, which are included in property and equipment, are amortized principally over periods not exceeding five years upon completion of the related information systems project.

Total costs capitalized were approximately $ 4.4 million in 2024 and $ 4.1 million in 2023 and 2022.

Total costs capitalized were approximately $ 5.2 million in 2025 and $ 4.4 million in 2024 and $ 4.1 million 2023.

The unamortized information systems development costs approximated $ 10.4 million and $ 10.3 million as of December 28, 2025 and December 29, 2024, respectively.

During 2023, as part of our investment to reposition our UK business, the Company acquired a portfolio of 118 previously franchised Papa Johns restaurants in the UK market.

During the year ended December 31, 2023, the Company incurred $ 2.1 million of acquisition and transition costs related to these acquisitions, which were recorded within General and administrative expenses and within the International segment in the Consolidated Statements of Operations.

Total consideration was approximately $ 15.2 million, of which $ 13.7 million was pre-existing accounts receivable and notes receivable and is classified as a noncash investing transaction within the Consolidated Statements of Cash Flows for the year ended December 31, 2023.

The effect of the acquisitions was not material to the Company’s Consolidated Financial Statements.

We also acquired one Domestic restaurant during the year ended December 29, 2024 and ten Domestic restaurants during the year ended December 31, 2023.

Cash payments, net of cash acquired related to these acquisitions were $ 0.1 million and $ 4.1 million during the years ended December 29, 2024 and December 31, 2023, respectively, which were classified as cash used in investing activities within the Consolidated Statements of Cash Flows.

The effect of the acquisitions was not material to the Company’s Consolidated Financial Statements.

Intangible Assets — Goodwill

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We performed our annual goodwill impairment testing as of the first day of the fourth quarter of 2025.

We elected to perform a qualitative assessment for our Domestic Company-owned restaurants and China reporting units.

As a result of our qualitative analysis, we determined that it was more-likely-than-not that the fair values of these reporting units were greater than their carrying amounts.

Due to adverse macroeconomic conditions in the United Kingdom (“UK”) and declines in sales from Papa Johns restaurants in the UK business since our most recent quantitative analysis, we elected to perform a quantitative assessment for the UK reporting unit with the assistance of a third-party valuation specialist.

The assessment entailed estimating the UK’s fair value, which involved using a combination of both income and market approaches, and comparing these estimations to its carrying value.

Our income approach utilized discounted projected net cash flows, which required estimates for future revenue growth rates, operating margins, and a weighted-average cost of capital, which are the most sensitive inputs and require management estimation.

We elected to perform a quantitative assessment for our Domestic Company-owned restaurants, United Kingdom, and China reporting units with the assistance of a third-party valuation specialist.

Our fair value calculations for each reporting unit considered both an income approach and a market approach.

The income approach used discounted projected net cash flows, for which the most sensitive inputs requiring management estimation are future revenue growth rates and operating margins.

In determining a weighted-average cost of capital for the income approach, the selected discount rate considered the risk and nature of each reporting unit’s cash flow and the rates of return market participants would require to invest their capital in the reporting unit.

Our market approach, which includes the guideline public company method, utilized pricing multiples derived from an analysis of comparable publicly traded companies.

We believe the comparable companies we evaluate as market participants serve as an appropriate reference because those companies have similar risks, participate in similar markets, provide similar products and services for their customers and compete with us directly.

Based on our quantitative assessment, the fair value of the UK reporting unit substantially exceeded its carrying value, and thus there was no impairment to goodwill.

Based on our quantitative assessment, the fair value of the three reporting units substantially exceeded their respective carrying values, and thus there was no impairment to goodwill.

Subsequent to completing our goodwill impairment tests and through the year ended December 28, 2025, no indicators of impairment were identified.

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We are subject to income taxes in the United States and several foreign jurisdictions.

Significant judgment is required in determining the provision for income taxes and the related assets and liabilities.

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.

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.

Our effective income tax rates were 33.6 % and 26.2 % for the years ended December 28, 2025 and December 29, 2024, respectively.

The higher effective tax rates during 2025 were primarily due to lower pretax book income and larger tax shortfall generated by vesting of restricted shares.

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.

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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 of 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.

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 Consolidated Balance Sheets.

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The determination of the recorded insurance reserves is complex due to the actuarial valuation methods utilized in determining the reserve and the assumptions related to the loss development factors and loss trends.

The estimated insurance claims losses could be

significantly affected should the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves recorded by the Company.

The estimated insurance claims losses could be significantly affected should the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves recorded by the Company.

The Company records estimated losses above retention within its reserve with a corresponding receivable for expected amounts due from insurance carriers.

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Noncontrolling Interests

Papa Johns has joint venture arrangements in which there are noncontrolling interests held by third parties that included 98 restaurants at December 29, 2024 and December 31, 2023.

Papa Johns has joint venture arrangements in which there are noncontrolling interests held by third parties that included 13 and 98 restaurants at December 28, 2025 and December 29, 2024, respectively.

As further described in “Note 21.

Divestitures,” on November 24, 2025, the Company completed the refranchising of 85 Domestic Company-owned restaurants previously owned and operated by Colonel’s Limited, LLC, a 70 % owned consolidated joint venture.

Consolidated net income is required to be reported separately at amounts attributable to both the Company and the noncontrolling interests held by third parties.

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Foreign currency remeasurement gains and losses are included in determining net income.

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 year ended December 28, 2025, a tornado caused real and personal property damage to the Company’s leased QC Center in Grand Prairie, Texas.

The Company recorded pre-tax expenses of $ 0.9 million during the year 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 Consolidated Statements of Operations.

Also during the year ended December 28, 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 $ 1.7 million during the year ended December 28, 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 $ 7.8 million of insurance proceeds related to the two incidents during the year ended December 28, 2025, of which $ 6.3 million were classified as cash inflows from investing activities and $ 1.5 million were classified as cash inflows from operating activities based on the nature of the underlying losses and expected usage of the proceeds.

As of December 28, 2025, the remaining amount receivable from our insurer to recover losses recognized in the financial statements was approximately $ 1.5 million, which is within Accounts receivable on the Consolidated Balance Sheets.

To the extent that proceeds received from our insurer in future periods exceed losses recognized in the financial statements, the Company may record income within our Consolidated Statements of Operations once such insurance proceeds are realized

or realizable.

Neither tornado had a significant impact on the Company’s operations, as other QC Centers were able to ensure that restaurants were adequately supplied.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, “ Improvements to Reportable Segment Disclosure s.” The ASU expands the scope and frequency of segment disclosures and introduces the concept of a “significant expense principle,” which requires entities to disclose significant expense categories and amounts that are regularly provided to the chief operating decision maker (“CODM”) and included

within the reported measure of a segment’s profit or loss.

The ASU also changes current disclosure requirements by allowing entities to report multiple measures of a segment’s profit or loss, provided the reported measures are used by the CODM to assess performance and allocate resources and that the measure closest to GAAP is also provided.

Finally, the ASU requires all segment profit or loss and assets disclosures to be provided on both an annual and interim basis and requires entities to disclose the title and position of the individual identified as the CODM.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and shall be applied retrospectively to all periods presented in the financial statements.

The Company has expanded its annual segment disclosures in compliance with ASU 2023-07;

see “Note 23.

Segment Information”.

The additional interim segment disclosures will be required beginning in the first quarter of 2025.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

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The ASU is effective for fiscal years beginning after December 15, 2024 and shall be applied prospectively.

The Company is currently evaluating the standard and determining the extent of additional disclosures that will be required.

The Company has expanded its annual tax disclosures in compliance with ASU 2023-09;

see “Note 17.

Income Taxes”.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

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Early adoption is permitted and the standard may be applied either prospectively or retrospectively.

The Company is currently evaluating the standard and determining the extent of additional disclosures that will be required.

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.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software”.

The ASU modernizes the accounting guidance for costs incurred to develop software for internal use by removing references to project stages of a software development project, which better aligns with current software development methods.

Under the new standard, entities will commence capitalizing eligible costs when management has authorized and committed to funding the software project, and when it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments are effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

The guidance can be applied using a prospective, retrospective, or modified transition approach.

The Company is currently evaluating the impact of this accounting standard to its consolidated financial statements.

The Company has significant leases that include most Domestic Company-owned restaurant and commissary locations as well as our restaurant support center located in Atlanta, Georgia.

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these restaurants are then subleased to franchisees or operated as Company-owned restaurants.

The Company’s leases have terms as follows:

The Company’s leases generally have terms as follows:

Average lease term

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An operating lease right-of-use asset is amortized on a straight-line basis over the lease term and is recognized as a single lease cost against the operating lease liability.

A finance lease right-of-use asset is amortized on a straight-line basis, with interest costs reported separately, over the lesser of the useful life of the leased asset or lease term.

A finance lease right-of-use asset is amortized on a straight-line basis, with

interest costs reported separately, over the lesser of the useful life of the leased asset or lease term.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in Cost of sales or General and administrative expenses.

Variable lease payments are expensed as incurred.

The Company uses its incremental borrowing rates as the discount rate for its leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar

The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by Company options to extend the leases that the Company is reasonably certain to exercise.

75 unchanged sentences

Papa John’s Marketing Fund, Inc.

PJMF, which is a consolidated variable interest entity 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 Consolidated Statements of Operations within Advertising funds revenue and Advertising funds expense.

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 for all participating Domestic restaurants.

Contributions and expenditures are reported on a gross basis in the 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 Consolidated Balance Sheets (in thousands):

The assets and liabilities of PJMF, which are utilized solely for the Company’s advertising and promotional programs, were as follows in the Consolidated Balance Sheets:

(In thousands) December 28,

2025 December 29,

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Accounts receivable, net 15,077 17,854

Income tax receivable 275 —

Prepaid expenses and other current assets 3,278 2,683

4 unchanged sentences

Current liabilities:

Accounts payable $ — $ 1,509

Income and other taxes payable $ 3 $ 298

8 unchanged sentences

During the years ended December 28, 2025 and December 29, 2024, the Company recognized $ 32.9 million and $ 36.9 million in revenue, respectively, related to deferred revenue.

The following table includes a breakout of contract liability balances (in thousands):

December 29, 2024 December 31, 2023 Change

The following table includes a breakout of contract liability balances:

(In thousands) December 28, 2025 December 29, 2024 Change

Unearned franchise fees and royalties $ 19,678 $ 21,860 $ ( 2,182 )

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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

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the reporting period.

(In thousands) Performance Obligations by Period

Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter Total

Franchise fees $ 3,356 $ 2,970 $ 2,761 $ 2,510 $ 2,276 $ 5,381 $ 19,254

Approximately $ 2.6 million of area development fees related to unopened restaurants and International unearned royalties are included in Deferred revenue.

Unearned franchise fees and royalties $ 3,169 $ 2,848 $ 2,604 $ 2,389 $ 2,175 $ 3,981 $ 17,166

Approximately $ 2.5 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.

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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 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

Stockholders’ Deficit

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Starboard’s Chief Executive Officer is Jeffrey Smith, who previously served as the Company’s Chairman of the Board until his resignation on March 1, 2023.

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, access to borrowings, regulatory requirements and other factors, or pursuant to trading plans or other arrangements.

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.

for the share repurchase programs will be provided through our credit facility, operating cash flow, stock option exercises and cash and cash equivalents.

Funding for the share repurchase programs will be provided through our credit facility, operating cash flow and cash and cash equivalents.

Dividends on Common Stock

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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 in determining net income attributable to common shareholders.

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.

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Dividends paid to participating securities ( 962 ) ( 166 ) —

Net income attributable to participating securities — — ( 104 )

Net income attributable to common shareholders $ 29,569 $ 83,320 $ 82,098

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______________________________

(a) Excludes 342,440 and 194,846 shares underlying equity awards for the year ended December 29, 2024 and December 31, 2023, respectively, as the effect of including such awards would have been anti-dilutive ( none in 2022).

(a) Excludes 268,712 , 342,440 , and 194,846 shares underlying equity awards for the year ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively, as the effect of including such awards would have been anti-dilutive.

See “Note 19.

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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 12.

Debt” for further discussion.

As of December 28, 2025, a building occupied by our former print and promotions business in Louisville, Kentucky met the criteria for held-for-sale classification.

The remaining book value, which is measured at fair value less cost to sell, was $ 3.8 million and was classified as Assets held for sale in the Consolidated Balance Sheets as of December 28, 2025.

The fair value measurement was based on observable market data (Level 2 of the fair value hierarchy) and is considered a nonrecurring fair value measurement.

The sale of this building was finalized on February 18, 2026.

There were no transfers among levels within the fair value hierarchy during fiscal 2025 or 2024.

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The carrying value of notes receivable, net of allowances, also approximates fair value.

The Company’s revolving credit facilities under the Company’s credit agreement approximate carrying value due to their variable market-based interest rate.

The Company’s 3.875 % senior notes are classified as a Level 2 fair value measurement since the Company 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 December 29, 2024 and December 31, 2023:

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 12.

Debt” for further discussion on the amendment to our credit agreement executed during 2025.

The Company’s 3.875 % senior notes are classified as a Level 2 fair value measurement since the Company 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 December 28, 2025 and December 29, 2024:

December 28, 2025 December 29, 2024

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Noncontrolling Interests

As of December 29, 2024 and December 31, 2023 the Company had three joint venture arrangements comprising 98 restaurants.

As of December 28, 2025 and December 29, 2024 the Company had two and three joint venture arrangements, respectively, comprising 13 and 98 restaurants, respectively.

As further described in “Note 21.

Divestitures,” the Company divested its 51 percent interest in one joint venture that owned 90 restaurants in the second quarter of 2022.

Net income attributable to these joint ventures for the years ended December 29, 2024, December 31, 2023 and December 25, 2022 was as follows (in thousands):

2024 2023 2022

Net income attributable to these joint ventures for the years ended December 28, 2025, December 29, 2024 and December 31, 2023 was as follows:

(In thousands) 2025 2024 2023

Papa John’s International, Inc.

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Balance at December 29, 2024 $ 8,468 $ 15,238

Current period provision for expected credit losses, net (b)

Current period provision for expected credit losses, net (a)

Write-offs charged against the allowance ( 2,145 ) ( 51 )

1 unchanged sentence

______________________________

(a) During the year ended December 31, 2023, the Company recorded $ 1.7 million of reserves for certain accounts receivable and notes receivable associated with the termination of a specific franchisee in the United Kingdom and $ 0.9 million of reserves for certain accounts receivable related to the conflict in the Middle East.

(b) During the year ended December 29, 2024, the Company recorded $ 1.7 million of reserves for certain notes receivable associated with the termination of specific franchisees in the United Kingdom as part of our International Transformation Plan.

(a) During the year ended December 28, 2025 and December 29, 2024, the Company recorded $ 2.2 million and $ 1.7 million, respectively, of reserves for certain notes receivable associated with the termination of specific franchisees in the United Kingdom as part of our International Transformation Plan.

See “Note 16.

Restructuring” for further information.

The following summarizes changes in the Company’s goodwill, by reportable segment (in thousands):

Domestic Company-

The following summarizes changes in the Company’s goodwill, by reportable segment:

(In thousands) Domestic Company-

owned Restaurants International

All Other Total

Balance at December 31, 2023 $ 56,609 $ 19,597 $ 76,206

Acquisitions (a)

1,102 4,274 — 5,376

Divestitures (b)

Divestitures (a)

— ( 453 ) ( 453 )

Acquisition accounting adjustments — ( 95 ) ( 95 )

Foreign currency adjustments — ( 198 ) ( 198 )

2 unchanged sentences

( 9,036 ) — ( 9,036 )

Acquisition accounting adjustments (c)

— ( 95 ) — ( 95 )

Foreign currency adjustments — 1,152 1,152

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______________________________

(a) Goodwill recognized during the year ended December 31, 2023 includes $ 4.3 million from the UK franchisee acquisitions as well as $ 1.1 million related to the Domestic restaurant acquisitions.

(a) During the year ended December 29, 2024, the Company disposed of $ 0.5 million of goodwill in connection with the refranchising of 60 formerly Company-owned restaurants in the United Kingdom.

See “Note 16.

Acquisitions” for further information.

(b) During the year ended December 29, 2024, the Company disposed of $ 0.5 million of goodwill in connection with the refranchising of 60 formerly Company-owned restaurants in the United Kingdom.

During the year ended December 31, 2023, the Company disposed of $ 0.4 million of goodwill in connection with the sale of our Preferred Marketing Solutions business.

Restructuring” for further information.

(b) During the year ended December 28, 2025, the Company disposed of $ 9.0 million of goodwill in connection with the refranchising of 85 Domestic Company-owned restaurants.

See “Note 21.

Restructuring” and “Note 22.

Divestitures” for further information.

(c) Acquisition accounting adjustments were recorded during the year ended December 29, 2024 to increase property and equipment to fair value as a result of the finalization of our valuation of acquired property and equipment from the UK franchisee acquisitions.

See “Note 24.

Acquisitions” for further information.

Long-term debt, net consists of the following (in thousands):

Long-term debt, net consists of the following:

(In thousands) December 28,

2025 December 29,

Senior notes $ 400,000 $ 400,000

Term Loan 200,000 —

Revolving facilities 122,257 346,732

1 unchanged sentence

Unamortized debt issuance costs ( 6,824 ) ( 5,082 )

Current portion of long-term debt ( 4,997 ) —

Total long-term debt, net $ 710,436 $ 741,650

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In connection with the Notes, the Company recorded $ 7.1 million of debt issuance costs, which are being amortized into Net interest expense over the term of the Notes.

The net proceeds from the Notes, together with borrowings under the Credit Agreement (as defined below), were used to repay outstanding revolver and term loan borrowings under the Company’s Previous Credit Agreement (as defined below).

The Company may redeem the Notes, in whole or in part, at any time on or after September 15, 2024 at established redemption prices ranging from 97 to 194 basis points depending on when the Notes are redeemed.

At any time prior to September 15, 2024, the Company may also redeem up to 40 % of the Notes with net cash proceeds of certain equity offerings at a redemption price equal to 103.875 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, excluding the redemption date.

In addition, at any time prior to September 15, 2024, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and an applicable “make-whole” premium.

The Notes also contain customary redemption provisions related to asset sales and certain change of control transactions.

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The Indenture also contains customary negative covenants.

Credit Agreement

Concurrently with the issuance of the Notes, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) replacing the previous credit agreement (“Previous Credit Agreement”).

The Credit Agreement provides for a senior secured revolving credit facility in an aggregate available principal amount of $ 600.0 million (the “PJI Revolving Facility”), of which up to $ 40.0 million is available as swingline loans and up to $ 80.0 million is available as letters of credit.

The PJI Revolving Facility will mature on September 14, 2026.

In connection with the Credit Agreement, the Company recorded $ 2.1 million of debt issuance costs, which are being amortized into Net interest expense over the term of the Credit Agreement.

The Credit Agreement was amended in 2023 to update the borrowing benchmark from LIBOR to SOFR with a fixed credit spread adjustment of 0.10 %.

The remaining availability under the PJI Revolving Facility was $ 253.3 million as of December 29, 2024.

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 “Credit Agreement”).

The 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 commencing on June 30, 2026 in amounts as set forth in the Credit Agreement and the unpaid balance maturing on the Maturity Date.

The remaining availability under the PJI Revolving Facility was approximately $ 477.7 million as of December 28, 2025.

The Term Loan was advanced in full at the closing of the 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 Credit Agreement.

Up to $ 50.0 million of the PJI Revolving Facility may be advanced in certain agreed foreign currencies, including Euros, Pounds Sterling, Canadian Dollars, Japanese Yen, and Mexican Pesos.

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The Company is subject to the following financial covenants:

(1) a maximum Leverage Ratio of 5.25 to 1.00, subject to the Company’s election to increase the maximum Leverage Ratio by 0.50 to 1.00 in connection with material acquisitions if the Company satisfies certain requirements, and (2) a minimum interest coverage ratio defined as Consolidated EBITDA (as defined in the Credit Agreement) plus consolidated rental expense to consolidated interest expense plus consolidated rental expense of 2.00 to 1.00.

requirements, and (2) a minimum interest coverage ratio defined as Consolidated EBITDA (as defined in the Credit Agreement) plus consolidated rental expense to consolidated interest expense plus consolidated rental expense of 2.00 to 1.00.

We were in compliance with these financial covenants at December 28, 2025.

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The occurrence of an event of default may result in the termination of the PJI Revolving Facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the Guarantors.

Future principal maturities under the Notes and PJI Credit Facilities by fiscal year are as follows (in thousands):

Total future payments $ 722,257

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, 2025.

The PJMF Revolving Facility is secured by substantially all assets of PJMF.

The PJMF Revolving Facility is secured by substantially all the assets of PJMF.

The PJMF Revolving Facility matures on September 30, 2026, but is subject to annual renewals.

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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 Revolving Facility.

During the year ended December 28, 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 December 28, 2025, we have the following interest rate swap agreements with a total notional value of $ 100.0 million:

Effective Dates Floating Rate Debt Fixed Rates

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 %

1 unchanged sentence

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 Consolidated Balance Sheets and reclassified to Net interest expense in the Consolidated Statements of Operations in the same period or periods during which the hedged transaction affect earnings.

We recognized income of $ 0.2 million ($ 0.2 million after tax), $ 1.5 million ($ 1.1 million after tax) and $ 4.8 million ($ 3.7 million after tax) in 2024, 2023 and 2022, respectively, in other comprehensive income for the net change in the fair value of our interest rate swaps.

The following table provides information on the location and amounts of our swaps in the accompanying Consolidated Balance Sheets (in thousands):

Interest Rate Swap Derivatives

We recognized a loss of $ 0.6 million ($ 0.5 million after tax) in 2025 and income of $ 0.2 million ($ 0.2 million after tax)

and $ 1.5 million ($ 1.1 million after tax) in 2024 and 2023, respectively, in other comprehensive income for the net change in the fair value of our interest rate swaps.

The following table provides information on the location and amounts of our swaps in the accompanying Consolidated Balance Sheets:

(In thousands) Interest Rate Swap Derivatives

Balance Sheet Location Fair Value

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Other long-term liabilities $ 614 $ —

As of December 29, 2024, the remaining $ 0.2 million interest rate swap liability is current and thus will be reclassified into interest expense during the next twelve months .

As of December 28, 2025, the portion of the aggregate $ 0.8 million interest rate swap liability that would be reclassified into interest expense during the next twelve months is a liability of approximately $ 0.2 million.

The effect of derivative instruments on the accompanying Consolidated Financial Statements is as follows (in thousands):

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2023 $ 1,125 Net interest expense $ 173 $ ( 43,469 )

Interest paid, including payments made or received under the swaps, was $ 41.1 million , $ 37.3 million and $ 24.4 million in fiscal 2024, 2023 and 2022, respectively.

Net interest paid, including payments made or received under the swaps, was $ 39.9 million , $ 41.1 million and $ 37.3 million in fiscal 2025, 2024 and 2023, respectively.

Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):

Property and equipment, net consists of the following:

(In thousands) December 28,

2025 December 29,

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Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

Accrued expenses and other current liabilities consist of the following:

(In thousands) December 28,

2025 December 29,

4 unchanged sentences

Interest accrual 6,442 8,777

Professional fees 6,884 2,707

Litigation accrual (a)

5 unchanged sentences

Other Long-term Liabilities

Other long-term liabilities consist of the following (in thousands):

Other long-term liabilities consist of the following:

(In thousands) December 28,

2025 December 29,

8 unchanged sentences

Restructuring

International Restructuring

In December 2023, the Company announced international transformation initiatives (“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 the fourth quarter of the year ended December 31, 2023, the Company commenced 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 that will be led by experienced general managers and their teams.

During the first quarter of 2024, the Company commenced the next phase of the International Transformation Plan, which involved strategic restaurant closures and divestitures in the UK.

The purpose of this plan is to optimize the Company’s restaurant portfolio in the UK and improve overall profitability by closing unprofitable locations and enhancing profitability across the remaining portfolio of Company-owned restaurants.

This resulted in the closure of 43 underperforming UK Company-owned restaurants and 30 franchised locations during 2024.

Due to indicators of potential impairment associated with the UK Company-owned and franchised restaurant closures, the Company performed impairment analyses throughout the year and determined that the carrying amount of the assets related to the closing UK restaurants were not recoverable.

For the year ended December 29, 2024, we recognized impairment charges of $ 11.7 million for the amount by which the carrying value exceeded the estimated fair value of the asset groups.

Fair values were determined based on the income approach, specifically a discounted cash flow model, primarily using estimated sublease income considering market rental rates.

Management judgement is involved in determining the estimated fair value and includes uncertainties that under different assumptions and circumstances could drive material changes in the fair value determination.

During the second and third quarters of 2024, the Company also completed the refranchising of 60 formerly Company-owned restaurants to primarily existing franchisees, which resulted in a loss on sale of $ 1.7 million .

We have completed substantially all of the strategic restaurant closures in the UK market and the Company’s efforts have turned towards growth opportunities and mitigating closure-related costs as we complete the optimization of the portfolio.

The following table summarizes restructuring related costs recorded for the years ended December 29, 2024 and December 31, 2023, respectively (in thousands):

Enterprise Transformation Plan

In December 2025, the Company’s Board of Directors approved the first phase of a new business transformation program (the “Enterprise Transformation Plan”) designed to improve organizational effectiveness, reduce overhead duplication and non-consumer-facing spending, and improve Domestic market and franchisee health.

The first phase commenced in December 2025 and resulted in costs of $ 7.7 million for the year ended December 28, 2025.

Restructuring costs associated with the approved initiatives included employee severance costs incurred under the Company’s severance pay plan related to reducing our corporate workforce , professional services, and remeasurement charges for long-lived assets related to the expected sale of the building occupied by our former print and promotions business in Louisville, Kentucky, which does not support our core operations.

These costs were included in General and administrative expenses in the Consolidated Statements of Operations within Unallocated corporate expenses.

The following table summarizes restructuring costs related to the Enterprise Transformation Plan recorded for the year ended December 28, 2025:

(In thousands) December 28, 2025

Employee termination costs $ 5,610

Professional services and other related costs 2,761

Long-lived asset impairment charges 486

Total enterprise transformation plan costs $ 8,857

Stock-based compensation expense (forfeitures on unvested awards) ( 1,166 )

Total enterprise transformation plan costs, net of stock-based award expense/forfeitures $ 7,691

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 Consolidated Balance Sheets:

(In thousands) Employee termination costs Professional services and other related costs Total

Balance as of December 29, 2024 $ — $ — $ —

Charges 5,610 2,761 8,371

Payments ( 221 ) ( 1,381 ) ( 1,602 )

Balance as of December 28, 2025 $ 5,389 $ 1,380 $ 6,769

In February 2026, the Company’s Board of Directors approved the second phase of the Enterprise Transformation Plan, which focuses on optimizing our restaurant portfolio and improving restaurant-level profitability.

The Company expects to incur restructuring charges of approximately $ 16 million to $ 23 million related to approved actions, which we estimate will be recognized during 2026 and 2027 within Unallocated corporate expenses.

These charges are expected to primarily consist of professional services fees and retention awards for key personnel.

We currently expect to record restructuring charges of approximately $ 24 million to $ 31 million for all approved actions under the Enterprise Transformation Plan.

Actual charges incurred may differ from the estimates above due to various factors.

International Transformation Plan

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), the UK/Europe, MEA (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.

The Company closed 43 underperforming Company-owned restaurants and 32 franchised locations in the UK during 2024 and 2025.

We recognized impairment charges of $ 11.7 million during the year ended December 29, 2024 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 completed all of the strategic restaurant closures in the UK market during 2025 as the Company’s efforts turned towards growth opportunities and mitigating closure-related costs as we completed optimization of the portfolio.

The following table summarizes restructuring related costs related to the International Transformation Plan recorded for the years ended December 28, 2025, December 29, 2024, and December 31, 2023 , respectively:

(In thousands) 2025 2024 2023

Professional services and other related costs $ 2,748 $ 8,599 $ 677

Loss on franchisee notes receivable 2,162 1,744 —

Long-lived asset impairment charges 834 11,664 —

Lease terminations and other lease related costs ( 844 ) 3,131 —

Employee termination costs 22 480 1,501

Loss on refranchising Company-owned restaurants — 1,745 —

Professional services and other related costs 8,599 677

Employee termination costs, net (a)

Lease terminations and other lease related costs (b)

Total international transformation costs, net $ 27,273 $ 2,178

(a) Includes noncash reversal of $ 0.1 million related to the forfeiture of unvested stock-based compensation awards during the year ended December 29, 2024.

(b) Includes $ 1.1 million in connection with early lease terminations and $ 2.1 million related to our existing leases for closed stores.

The Company has incurred total restructuring related costs of $ 29.5 million since commencement of the International Transformation Plan, all of which were included in General and administrative expenses in the Consolidated Statements of Operations.

Total estimated pre-tax costs associated with the International Transformation Plan are approximately $ 30.0 million to $ 35.0 million (inclusive of the cumulative $ 29.5 million incurred through the fourth quarter of 2024), all of which will be recorded within our International segment, and we expect to incur the remainder of these costs in 2025 .

Employee severance Professional services and other related costs Lease terminations and other lease related costs Total

Total International Transformation Plan costs, net $ 4,923 $ 27,363 $ 2,178

Stock-based compensation expense (forfeitures on unvested awards) ( 21 ) ( 90 ) —

Total International Transformation Plan Costs, inclusive of stock-based award expense/forfeitures $ 4,902 $ 27,273 $ 2,178

(In thousands) Employee severance 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

2 unchanged sentences

Balance as of December 28, 2025 $ 15 $ 272 $ 821 $ 1,108

The following table presents the domestic and foreign components of income before income taxes for 2024, 2023 and 2022 (in thousands):

2024 2023 2022

The Company completed its International Transformation Plan during the fourth quarter of 2025 and incurred total restructuring related costs of $ 34.4 million since commencement of the program, all of which was recognized within General and administrative expenses in the Consolidated Statements of Operations within our International segment .

The following table presents the domestic and foreign components of income before income taxes for 2025, 2024 and 2023:

(In thousands) 2025 2024 2023

Domestic income $ 35,505 $ 126,681 $ 91,218

2 unchanged sentences

Included within the foreign income before income taxes above is $ 18.1 million, $ 19.4 million, and $ 24.1 million of foreign sourced income subject to foreign withholding taxes in 2025, 2024, and 2023, respectively.

A summary of the expense (benefit) for income tax follows (in thousands):

2024 2023 2022

A summary of the expense (benefit) for income tax follows:

(In thousands) 2025 2024 2023

Federal $ 853 $ 22,443 $ 20,742

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The reconciliation of income tax computed at the U.S.

federal statutory rate to income tax expense for the years ended December 29, 2024, December 31, 2023 and December 25, 2022 is as follows in both dollars and as a percentage of income before income taxes (dollars in thousands):

federal statutory rate to income tax expense for the years ended December 28, 2025, December 29, 2024 and December 31, 2023 is as follows in both dollars and as a percentage of income before income taxes:

2025 2024 2023

(dollars in thousands) Income Tax

Expense (Benefit) Income

4 unchanged sentences

federal statutory rate $ 10,160 21.0 % $ 23,965 21.0 % $ 21,771 21.0 %

State and local income taxes 2,176 1.9 % 1,866 1.8 % 1,422 1.7 %

Foreign income taxes 7,242 6.4 % 3,755 3.6 % 4,605 5.5 %

Income of consolidated partnerships attributable to noncontrolling interests ( 161 ) ( 0.1 ) % ( 159 ) ( 0.2 ) % ( 355 ) ( 0.4 ) %

State and local income taxes, net of federal income tax effect 2,792 5.8 % 1,609 1.4 % 737 0.7 %

Foreign income tax effects

United Kingdom

Valuation allowance 686 1.4 % 6,571 5.8 % 1,519 1.5 %

Statutory rate difference between United Kingdom and United States ( 205 ) ( 0.4 ) % ( 1,254 ) ( 1.1 ) % ( 443 ) ( 0.4 ) %

Nondeductible lease surrender expenses 600 1.2 % 1,805 1.6 % — — %

Other ( 16 ) — % 823 0.7 % 103 0.1 %

Chili taxes withheld 1,940 4.0 % 3,605 3.2 % 867 0.8 %

Peru taxes withheld 1,101 2.3 % 406 0.3 % 614 0.6 %

Korea taxes withheld 679 1.4 % 698 0.6 % 682 0.7 %

Other foreign income tax and taxes withheld at source 2,580 5.3 % 2,786 2.4 % 2,219 2.1 %

Research & development credits ( 490 ) ( 1.0 ) % ( 1,794 ) ( 1.6 ) % ( 2,650 ) ( 2.6 ) %

FICA tax on tips credits ( 2,363 ) ( 4.9 ) % ( 2,517 ) ( 2.2 ) % ( 3,008 ) ( 2.9 ) %

Foreign tax credit — — % 995 0.9 % ( 3,566 ) ( 3.5 ) %

Other federal tax credits ( 521 ) ( 1.1 ) % ( 8 ) — % ( 560 ) ( 0.6 ) %

Nontaxable and nondeductible items, net

Non-qualified deferred compensation plan expense (income) ( 616 ) ( 1.3 ) % ( 750 ) ( 0.7 ) % ( 752 ) ( 0.7 ) %

Excess tax (benefits) on equity awards 1,822 3.8 % 913 0.8 % ( 697 ) ( 0.7 ) %

Tax credits ( 4,413 ) ( 3.9 ) % ( 7,003 ) ( 6.8 ) % ( 8,981 ) ( 10.7 ) %

Non-deductible executive compensation 1,257 2.6 % ( 178 ) ( 0.2 ) % 1,427 1.4 %

Deduction disallowed due to credit taken 564 1.2 % 575 0.5 % 810 0.8 %

Other nontaxable and nondeductible items, net ( 502 ) ( 1.0 ) % ( 261 ) ( 0.2 ) % 11 — %

Effects of cross-border tax laws

Foreign-derived intangible income 102 0.2 % ( 918 ) ( 0.8 ) % ( 1,190 ) ( 1.2 ) %

US deferred offset on foreign deferreds ( 1,883 ) ( 1.7 ) % 270 0.3 % 1,183 1.4 %

Foreign tax deduction ( 1,329 ) ( 2.8 ) % ( 1,657 ) ( 1.4 ) % — — %

Foreign valuation allowance 6,597 5.8 % 1,386 1.3 % 67 0.1 %

Other ( 1,156 ) ( 1.0 ) % 201 0.2 % 514 0.6 %

Sec.987 Pre-Transition gain/loss ( 1,753 ) ( 3.6 ) % — — % — — %

US tax impact as a result of entity classification election ( 594 ) ( 1.2 ) % ( 4,734 ) ( 4.2 ) % ( 88 ) — %

Other adjustments 331 0.7 % ( 150 ) ( 0.1 ) % ( 520 ) ( 0.5 ) %

Valuation allowance — — % ( 817 ) ( 0.7 ) % 3,690 3.6 %

Changes to unrecognized benefits 36 — % 216 0.2 % ( 102 ) ( 0.1 ) %

Total $ 16,261 33.6 % $ 29,929 26.2 % $ 20,874 20.1 %

Significant deferred tax assets (liabilities) follow (in thousands):

State and local income taxes in Kentucky and Georgia for 2025;

Kentucky, Florida, Georgia, California, Louisville Kentucky, New York, Texas, North Carolina, Indiana, Pennsylvania, New Jersey, Kansas and Tennessee for 2024;

and Kentucky, Louisville Kentucky, California, Florida, Georgia, Texas, New York, Indiana, New Jersey, Kansas, Arizona, Minnesota, Tennessee, South Carolina and Illinois for 2023 comprise the majority of the state and local income taxes, net of federal effect category.

Significant deferred tax assets (liabilities) follow:

(In thousands) December 28,

2025 December 29,

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Our ability to utilize these state deferred tax assets is dependent on our ability to generate earnings in future years in the respective state jurisdictions.

The Company provided a full valuation allowance of $ 11.7 million and $ 10.3 million for these state deferred tax assets as we believe realization based on the more-likely-than-not criteria has not been met as of December 29, 2024 and December 31, 2023, respectively.

The Company provided a full valuation allowance for these state deferred tax assets as we believe realization based on the more-likely-than-not criteria has not been met as of December 28, 2025 and December 29, 2024, respectively.

The Company had approximately $ 4.3 million and $ 3.8 million of state deferred tax assets related to state income tax credit carryforwards as of December 28, 2025 and December 29, 2024, respectively.

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Our ability to utilize these foreign tax credit carryforwards is dependent on our ability to generate foreign earnings in future years sufficient to claim foreign tax credits in excess of foreign taxes paid in those years.

The Company provided a full valuation allowance of $ 23.1 million and $ 23.9 million for these foreign tax credit carryforwards as we believe realization based on the more-likely-than-not criteria has not been met as of December 29, 2024 and December 31, 2023, respectively.

Cash for income taxes paid were $ 36.3 million in 2024, $ 12.5 million in 2023 and $ 11.7 million in 2022.

The Company provided a full valuation allowance for these foreign tax credit carryforwards as we believe realization based on the more-likely-than-not criteria has not been met as of December 28, 2025 and December 29, 2024, respectively.

The following table summarizes cash for income taxes paid:

(In thousands) 2025 2024 2023

Federal $ 10,272 $ 26,175 $ 5,405

Foreign 4,949 7,014 4,405

State and local 1,536 3,107 2,727

$ 16,757 $ 36,296 $ 12,537

Income taxes paid (net of refunds) did not exceed 5% of total income taxes paid (net of refunds) for any separate State or local jurisdiction during the periods presented.

Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:

(In thousands) 2025 2024 2023

Chile $ 1,940 $ 3,605 $ 867

Peru 1,101 406 (a) 614 (a)

Korea 679 (a) 698 (a) 683

United Kingdom ( 1,568 ) ( 775 ) (a) — (a)

______________________________

(a) Jurisdiction below threshold for period presented.

The Company files income tax returns in the U.S.

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The Company has accrued approximately $ 0.2 million for the payment of interest and penalties as of December 28, 2025 and December 29, 2024.

Related Party Transactions

Shaquille O’Neal

On March 21, 2019, Shaquille O’Neal was appointed to our Board of Directors.

On June 11, 2019, PJMF entered into an Endorsement Agreement (the “Original Endorsement Agreement”), effective March 15, 2019, with ABG-Shaq, LLC (“ABG-Shaq”), an entity affiliated with Mr.

O’Neal, for the personal services of Mr.

Pursuant to the Original Endorsement Agreement, the Company received the right and license to use Mr.

O’Neal’s name, nickname, initials, autograph, voice, video or film portrayals, photograph, likeness and certain other intellectual property rights (individually and collectively, the “Personality Rights”), in each case, solely as approved by ABG-Shaq, in connection with the advertising, promotion and sale of Papa Johns-branded products.

O’Neal also agreed to provide brand ambassador services related to appearances, social media and public relations matters, and to collaborate with us to develop one or more co-branded products using the Personality Rights.

O’Neal and the Company developed a co-branded extra-large pizza product using the Personality Rights under an amendment to the Original Endorsement Agreement signed July 27, 2020 (the “First Amendment”).

As consideration for the rights and services granted under the Original Endorsement Agreement, the Company agreed to pay to ABG-Shaq aggregate cash payments of $ 4.1 million over the three years of the Original Endorsement Agreement.

The Company also paid expenses related to the marketing and personal services provided by Mr.

In addition, the Company agreed to grant 87,136 restricted stock units to Mr.

O’Neal (as agent of ABG) under our 2018 Omnibus Incentive Plan.

On July 29, 2021, the Company and PJMF entered into Amendment No.

2 (the “Second Amendment”) to the Original Endorsement Agreement with ABG-Shaq.

Pursuant to the Second Amendment, the Company was granted the ability to use the Personality Rights for a limited time to promote, advertise, and sell our co-branded extra-large pizza developed under the First Amendment.

ABG-Shaq did not receive any additional royalty fees from the Company beyond the cash payment

already contemplated under the Original Endorsement Agreement under the Amendment.

In addition, the Company donated one U.S.

dollar for each unit of the pizza sold in the United States and one Canadian dollar for each unit sold in Canada to The Papa John’s Foundation for Building Community.

On March 15, 2022, the Original Endorsement Agreement expired by its terms.

On April 10, 2022, the Company and PJMF entered into a new Endorsement Agreement (the “New Endorsement Agreement”), effective March 15, 2022, with ABG-Shaq, LLC (“ABG-Shaq”), to replace the Original Endorsement Agreement.

The terms of the New Endorsement Agreement are substantially similar to the Original Endorsement Agreement.

As consideration for the rights and services granted under the New Endorsement Agreement, the Company and PJMF agreed to pay to ABG-Shaq aggregate cash payments of $ 5.6 million over the three years of the New Endorsement Agreement.

The Company and PJMF will also pay ABG-Shaq a royalty fee for the co-branded pizza product if the total amount of royalties in a given contract year (calculated as $ 0.20 per co-branded pizza sold) exceeds the contractual cash payment for that year, in which case the amount of the royalty payment will be the excess of the royalties over the cash payment amount.

The Company did not pay royalties in 2023 and 2022 for the co-branded pizza promotion.

The Company and PJMF will also pay expenses related to the marketing and personal services provided by Mr.

In addition, the Company agreed to grant 55,898 restricted stock units (the “RSUs”) to Mr.

O’Neal (as agent of ABG) under the Company’s 2018 Omnibus Incentive Plan.

The RSUs will vest into an equivalent number of shares of the Company’s common stock according to the following vesting schedule:

● 33 % ( 18,632 ) of the RSUs vested on April 12, 2023;

● 33 % ( 18,632 ) of the RSUs vested on March 15, 2024;

● 33 % ( 18,634 ) of the RSUs will vest on March 15, 2025.

The initial term of the New Endorsement Agreement ends on March 15, 2025, with an option for a one-year extension upon the parties’ mutual agreement.

The New Endorsement Agreement also includes customary exclusivity, termination and indemnification clauses.

The one-year extension referenced above was entered into and will be effective for the term April 1, 2025, to March 31, 2026.

As consideration for the rights and services granted under this Extension Agreement, the Company and PJMF agreed to pay ABG-Shaq cash payments totaling $ 3.5 million plus a $ 100,000 donation to The Shaquille O’Neal Foundation.

Effective August 1, 2023, the Company and PJMF entered into Amendment No.

1 to the New Endorsement Agreement (“Amendment No.

As consideration for rights and services granted within Amendment No.

1, the Company agreed to a pay a minimum donation of $ 375,000 for the benefit of The Shaquille O’Neal Foundation, of which $ 125,000 was paid during 2023 and the remaining $ 250,000 paid during 2024.

On February 22, 2024, Mr.

O’Neal informed the Board of Directors of his decision not to stand for re-election as a director at the Company’s 2024 annual meeting of stockholders.

His term expired at the annual meeting on May 2, 2024, at which point Mr.

O’Neal was no longer considered a member of management and thus is no longer considered to be a related party under ASC 850.

Litigation, Commitments and Contingencies

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 consolidated financial statements.

The Company has made accruals with respect to those matters for which a loss is determined to be probable and reasonably estimable.

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.

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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 Consolidated Statements of Operations in the first quarter of 2022 and remained accrued in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 29, 2024.

The proposed settlement remains subject to approval by the District Court and contains certain customary contingencies.

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 Consolidated Statements of Operations in 2022.

The District Court granted preliminary approval of the proposed settlement on August 2, 2025, and the Company made an initial payment of $ 2.5 million on September 5, 2025 towards the settlement with $ 2.5 million remaining accrued within Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 28, 2025.

The proposed settlement contains certain customary contingencies and is subject to final approval by the District Court.

The Company continues to deny any liability or wrongdoing in this matter.

Commitments and Contingencies

We have certain other commercial commitments where payment is contingent upon the occurrence of certain events.

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These arrangements have not had, and are unlikely to have in the future, a material impact on our Consolidated Balance Sheets or Consolidated Statements of Operations.

We guarantee leases for certain Papa Johns North American franchisees who have purchased restaurants that were previously Company-owned.

We are contingently liable on these leases.

We guarantee leases for certain Papa Johns North American franchisees who have purchased restaurants that were previously Company-owned and are contingently liable on these leases.

The leases have varying terms, the latest of which expires in 2036.

As of December 29, 2024, the estimate maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was approximately $ 10.4 million.

As of December 28, 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 approximately $ 12.1 million.

This contingent liability is not included in the Consolidated Balance Sheets or our future minimum lease obligations.

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2018 Omnibus Incentive Plan.

There were approximately 2.0 million shares of common stock authorized for issuance and remaining available under the 2018 Omnibus Incentive Plan as of December 29, 2024, which includes 5.9 million shares transferred from the Papa John’s International 2011 Omnibus Incentive Plan.

There were approximately 6.0 million shares of common stock authorized for issuance and remaining available under the 2018 Omnibus Incentive Plan as of December 28, 2025.

We recorded stock-based employee compensation expense of $ 15.0 million in 2025, $ 9.6 million in 2024 and $ 17.9 million in 2023.

At December 29, 2024, there was $ 17.4 million of unrecognized compensation cost related to unvested awards, of which the Company expects to recognize $ 10.9 million in 2025, $ 4.7 million in 2026, $ 1.4 million in 2027 and $ 0.4 million in 2028.

At December 28, 2025, there was $ 17.5 million of unrecognized compensation cost related to unvested awards, of which the Company expects to recognize $ 11.1 million in 2026, $ 5.5 million in 2027, $ 0.9 million in 2028.

Stock Options

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Upon vesting, the shares are issued from treasury stock.

These restricted

shares are intended to focus participants on our long-range objectives, while at the same time serving as a retention mechanism.

These restricted shares are intended to focus participants on our long-range objectives, while at the same time serving as a retention mechanism.

We consider time-based restricted stock awards to be participating securities because holders of such nonvested awards receive non-forfeitable dividends.

We declared dividends totaling $ 0.9 million ($ 1.84 per share) in 2025, $ 0.6 million ($ 1.84 per share) in 2024 and $ 0.5 million ($ 1.76 per share) in 2023 to holders of time-based restricted stock.

We granted 22,000 , 14,000 and 69,000 restricted stock units that are time-based and vest over a period of one to three years in 2024, 2023 and 2022, respectively.

Upon vesting, the units are issued from treasury stock.

We also granted 25,000 , 22,000 and 14,000 restricted stock units that are time-based and vest over a period of one year in 2025, 2024 and 2023, respectively.

The units are issued from treasury stock.

Total dividends declared for these awards were insignificant to the results of our operations.

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Historically, the performance-based restricted stock units required the achievement of certain performance and market factors, which consist of the Company’s Total Shareholder Return (“TSR”) relative to a predetermined peer group.

Starting in 2024, awards granted include a cumulative system-wide sales metric as measured over the fiscal years 2024, 2025, and 2026 in addition to the TSR metric.

Therefore, these awards are comprised of two distinct components each representing 50 % of the total award that each have a separate grant date fair value.

The grant-date fair value of the TSR metric was determined using the Monte Carlo simulation model and compensation expense is recognized over the vesting period regardless of the metric being achieved.

The grant-date fair value of the cumulative system-wide sales metric was set at the grant date stock price and compensation expense is recognized over the vesting period based on the Company’s expectation of achieving the performance metric.

Starting in 2024, awards granted include a cumulative system-wide sales metric as measured over the performance period in addition to the TSR metric.

Therefore, these awards are comprised of two distinct components each representing 50 % of the total award, with each having a separate grant date fair value.

The grant-date fair value of the TSR metric was determined using the Monte Carlo simulation model and compensation expense is recognized over the requisite service period regardless of the metric being achieved.

The grant-date fair value of the cumulative system-wide sales metric was set at the grant date stock price and compensation expense is recognized over the requisite service period based on the Company’s current expectation of achieving the performance metric.

Additional one-time performance-based restricted stock units with a four year cliff vesting period were also granted in 2024, which require the satisfaction of applicable stock price hurdles.

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Expected volatility was estimated using the Company’s historical share price volatility for a period similar to the expected life of the performance-based restricted stock unit.

The performance-based restricted stock units granted generally vest over three years (cliff vest) and are expensed over the vesting period.

The performance-based restricted stock units granted generally vest over three years (cliff vest) and are expensed over the requisite service period if the performance measure is probable to be achieved.

The weighted average grant-date fair value of performance-based restricted stock units granted during 2025, 2024 and 2023 was $ 52.88 , $ 37.87 and $ 88.43 , respectively.

Information pertaining to time-based restricted stock and performance-based restricted stock units during 2024 is as follows (shares in thousands):

Shares Weighted

Information pertaining to time-based restricted stock and performance-based restricted stock units during 2025 is as follows:

(shares in thousands) Shares Weighted

Total as of December 29, 2024 647 $ 58.05

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401(k) Plan (the “401(k) Plan”), is a defined contribution benefit plan in accordance with Section 401(k) of the Internal Revenue Code.

The 401(k) Plan is open to employees who meet certain eligibility

requirements and allows participating employees to defer receipt of a portion of their compensation and contribute such amount to one or more investment funds.

The 401(k) Plan is open to employees who meet certain eligibility requirements and allows participating employees to defer receipt of a portion of their compensation and contribute such amount to one or more investment funds.

In addition, we maintain a non-qualified deferred compensation plan available to certain employees and directors.

Under this plan, the participants may defer a certain amount of their compensation, which is credited to the participants’ accounts.

The participant-directed investments associated with this plan are included in Other assets ($ 30.8 million and $ 29.4 million at December 29, 2024 and December 31, 2023, respectively) and the associated liabilities ($ 28.2 million and $ 28.3 million at December 29, 2024 and December 31, 2023) are included in Other long-term liabilities in the accompanying Consolidated Balance Sheets.

The participant-directed investments associated with this plan are included in Other assets ($ 29.4 million and $ 30.8 million at December 28, 2025 and December 29, 2024, respectively) and the associated liabilities ($ 28.1 million and $ 28.2 million at December 28, 2025 and December 29, 2024, respectively) are included in Other long-term liabilities in the accompanying Consolidated Balance Sheets.

We contributed a matching payment of 4 % of a participating employee’s earnings deferred into the 401(k) Plan in 2025, 2024 and 2023.

Such costs were $ 5.2 million in 2025, $ 4.8 million in 2024 and $ 4.3 million in 2023.

Sale-Leaseback of Texas and Florida Quality Control Centers

On August 2, 2024, the Company finalized the sale and subsequent leaseback of two Domestic Quality Control Center properties (“QC Centers”) in Texas and Florida for an aggregate purchase price of $ 46.7 million.

Under the terms of the leases, each of which commenced on August 2, 2024, the Company will lease the QC Centers for 17 years with two five-year renewal options.

The Company will pay annual rents under the operating leases of the Texas and Florida QC Centers of $ 2.0 million and $ 1.0 million, respectively, for the first year with annual rents increasing by 2.75 % thereafter.

During the year ended December 29, 2024, we recorded a pre-tax gain on sale of approximately $ 41.3 million, net of transaction costs, which was recorded within General and administrative expenses in the Consolidated Statements of Operations, and sales proceeds of $ 46.7 million were recorded as investing cash inflows within the Consolidated Statements of Cash Flows.

2025 Refranchising Transaction

On November 24, 2025, the Company completed the refranchising of 85 Domestic Company-owned restaurants previously owned and operated by Colonel’s Limited, LLC, a consolidated joint venture, to Pie Investments, an existing third-party franchisee (“Buyer”), for total proceeds of $ 35.7 million.

Colonel’s Limited, LLC also entered into a Master Service Agreement effective November 24, 2025 with the Buyer for the performance by the Buyer of certain management, supervisory, and administrative services with respect to any identified remaining restaurants for which the parties have not yet obtained landlord consent to transfer the leases pursuant to the Purchase Agreement (the “Retained Restaurants”).

As of December 28, 2025, there were four remaining Retained Restaurants.

In connection with the divestiture, the Company recorded a pre-tax gain on sale of $ 17.1 million, net of transaction costs of $ 1.2 million, during the year ended December 28, 2025.

These amounts were recorded within General and administrative expenses in the Consolidated Statements of Operations and are subject to change based on the future settlement of certain post-closing adjustments.

Net gain attributable to noncontrolling interests for the transaction was approximately $ 1.0 million for the year ended December 28, 2025.

Goodwill of $ 9.0 million was allocated to the disposal group based on the relative fair value of the disposal group to the Domestic Company-owned restaurants reporting unit.

Proceeds received from refranchising during the year ended December 28, 2025 related to the sale were $ 34.5 million, and the Company paid related distributions of $ 5.3 million to its noncontrolling interest;

these amounts were reflected within investing activities and financing activities, respectively, in the Consolidated Statements of Cash Flows.

The remaining $ 1.2 million of proceeds from the sale will be received upon the satisfactory assignment of leases to the Buyer for the remaining Retained Restaurants.

As of December 28, 2025, approximately $ 2.4 million of the purchase price remained within escrowed funds under the terms of the Purchase Agreement and related Master Service Agreement and is contractually restricted pending the final settlement of certain post-closing adjustments and the assignment of certain remaining lease assignments to the buyer, which we expect to take place in early 2026.

2024 Refranchising Transactions

On September 30, 2024, the Company refranchised 15 Domestic Company-owned restaurants to an existing franchisee for a purchase price of approximately $ 2.6 million.

In connection with the divestiture, we recorded non-cash impairment and remeasurement charges of $ 5.5 million for the year ended December 29, 2024 to remeasure the net assets within the disposal group to fair value, less estimated costs to sell.

In connection with the divestiture, the Company recorded non-cash impairment and remeasurement charges of $ 5.5 million for the year ended December 29, 2024 to remeasure the net assets within the disposal group to fair value, less estimated costs to sell.

The remeasurement charges were recorded within General and administrative expenses in the Consolidated Statements of Operations.

The Company recorded a note receivable of $ 2.6 million as consideration received, which was a noncash investing activity during the year ended December 29, 2024.

The Company recorded a note receivable of $ 2.6 million as consideration received, which was repaid during the year ended December 28, 2025 and recorded within investing activities in our Consolidated Statements of Cash Flows.

The Company also completed the refranchising of 60 formerly Company-owned restaurants in the UK to primarily existing franchisees, which is described in more detail in “Note 16.

Restructuring.”

On March 28, 2022, we refranchised our 51.0 % ownership interest in a 90 -restaurant consolidated joint venture in Texas for $ 14.0 million, net of transaction costs.

In connection with the divestiture, we recorded a one-time, non-cash charge of $ 8.4 million in Refranchising and impairment loss in the Consolidated Statements of Operations, which reflects net sale proceeds of $ 14.0 million, the noncontrolling interest of $ 4.2 million, and the recognition of an unearned royalty stream of $ 12.2 million to be recognized as revenue over the 10 -year term of the franchise agreement executed concurrent with the disposition in accordance with ASC 810, “ Consolidation .” Goodwill of $ 9.9 million was allocated to the disposal group based on relative fair value within the Domestic Company-owned restaurants reporting group.

The $ 8.4 million of the one-time, non-cash refranchising loss was recorded in the first quarter of 2022 and realized upon consummation of the sale in the second quarter of 2022.

Divestiture of Preferred Marketing Solutions

On October 22, 2023, we sold the operations of Preferred Marketing Solutions, our previously wholly-owned print and promotions company, for upfront consideration of $ 0.6 million as well as a percentage of future revenues to be paid on a quarterly basis over the next ten years .

In connection with the divestiture, we deconsolidated total net assets of approximately $ 1.2 million, which primarily included property and equipment of $ 0.6 million and goodwill of $ 0.4 million

associated with Preferred Marketing Solutions.

There was no gain or loss recognized on the sale, and the impact to the Consolidated Financial Statements was not material for the year ended December 31, 2023.

Impairment of Reacquired Master Franchise Rights

In the first quarter of 2022, the Company recorded an impairment of $ 2.8 million in Refranchising and impairment loss in the Consolidated Statements of Operations for reacquired franchise rights due to the financial and operational impact of the conflict in Ukraine and government actions taken in response to that conflict, including, but not limited to, international sanctions.

The reacquired franchise rights were previously acquired from a former master franchisee and capitalized by the Company.

Sale-Leaseback of Texas and Florida Quality Control Centers

Under the terms of the

leases, each of which commenced on August 2, 2024, the Company will lease the QC Centers for 17 years with two five-year renewal options.

Sales proceeds of $ 46.7 million were recorded as investing cash inflows within the Consolidated Statements of Cash Flows for this period.

Segment Information

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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 collection of royalties from our franchisees located in the United States and Canada.

The North America commissary segment consists of the operations of our regional dough production and product distribution centers 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.

The Domestic Company-owned restaurants 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 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, as well as the operations of all Company-owned restaurants located in the UK.

International franchisees are defined as all franchise operations outside of the United States and Canada.

Our reportable segments are business units that provide different products or services.

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.

Prior to the sale of Preferred Marketing Solutions in the fourth quarter of 2023, All Other included revenues from the sale of printing and promotional items (principally to Company-owned and franchised restaurants).

Our chief operating decision maker (“CODM”) is the Chief Executive Officer.

The CODM evaluates performance and allocates resources to our segments based on Adjusted operating income.

This measure excludes 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 operating income to allocate resources (including employees, property, and financial or capital resources) to the segments.

The CODM regularly reviews trends in Adjusted operating income on at least a quarterly basis to evaluate the profitability of the segments and to make resource allocation decisions.

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.

Certain administrative and capital costs are allocated to our segments based upon predetermined rates or estimated resource usage.

In the fourth quarter of 2024, we updated our internal cost allocation methodology to reflect recent changes in the business, including changes to the CODM and ongoing transformation projects.

The methodology updates better align corporate cost allocations with how the CODM allocates resources to the segments and evaluates segment profitability, and result in reductions to the Adjusted operating income of our segments.

These changes are offset in Unallocated corporate expenses and have no impact on consolidated operating income.

We have chosen to prospectively adopt this update in allocation methodology and the comparative information has not been restated.

Segment Results

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Intersegment revenues — 4,470 203,900 — 208,370

Revenues $ 692,736 $ 143,241 $ 1,037,008 $ 174,054 $ 2,047,039

Less costs and expenses (a) :

Segment revenue $ 662,523 $ 143,479 $ 1,058,088 $ 173,836 $ 2,037,926

Less segment expenses (a) :

COS - Product Costs $ 203,443 $ — $ 756,772 $ 50,337 $ 1,010,552

COS - Salaries & Benefits 221,033 — 121,466 7,470 349,969

General & Administrative (b)

COS - Other (b)

168,971 — 66,498 33,022 268,491

Other Segment Expenses (c)

General & Administrative 40,705 38,115 34,533 40,339 153,692

Other Segment Expenses (d)

— — — 20,087 20,087

Adjusted operating income $ 24,669 $ 108,177 $ 48,558 $ 13,768 $ 195,172

Segment adjusted EBITDA $ 28,371 $ 105,364 $ 78,819 $ 22,581 $ 235,135

Year Ended December 29, 2024

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Intersegment revenues — 4,150 205,234 — 209,384

Revenues $ 726,362 $ 148,817 $ 1,062,975 $ 182,487 $ 2,120,641

Less costs and expenses (a) :

Segment revenue $ 692,736 $ 143,241 $ 1,037,008 $ 174,054 $ 2,047,039

Less segment expenses (a) :

COS - Product Costs $ 207,704 $ — $ 756,170 $ 51,889 $ 1,015,763

COS - Salaries & Benefits 225,269 — 116,645 13,759 355,673

General & Administrative 40,714 15,017 36,960 31,271 123,962

Other Segment Expenses (c)

COS - Other (b)

177,656 — 62,166 38,490 278,312

Adjusted operating income $ 33,470 $ 133,800 $ 43,316 $ 19,055 $ 229,641

General & Administrative (c)

38,448 33,028 36,278 37,984 145,738

Other Segment Expenses (d)

— — — 13,635 13,635

Segment adjusted EBITDA $ 43,659 $ 110,213 $ 65,749 $ 18,297 $ 237,918

Year Ended December 31, 2023

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Intersegment revenues — 4,267 210,614 — 214,881

Revenues $ 708,389 $ 141,521 $ 1,087,204 $ 158,682 $ 2,095,796

Less costs and expenses (a) :

Segment revenue $ 726,362 $ 148,817 $ 1,062,975 $ 182,487 $ 2,120,641

Less segment expenses (a) :

COS - Product Costs $ 215,545 $ — $ 787,966 $ 54,514 $ 1,058,025

COS - Salaries & Benefits 237,292 — 118,678 17,853 373,823

General & Administrative 29,510 13,639 33,291 21,889 98,329

Other Segment Expenses (c)

COS - Other (b)

184,015 — 60,009 43,132 287,156

Adjusted operating income $ 24,378 $ 127,882 $ 42,531 $ 27,535 $ 222,326

General & Administrative (c)

37,131 10,617 33,759 30,269 111,776

(a) Costs and expenses excludes certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business (see reconciliation table that follows).

(b) As noted in the commentary above, the Company prospectively adjusted for updates in internal cost allocation methodologies in 2024, which increased the amount of internal general and administrative expenses allocated to the segments from Unallocated corporate expenses.

The allocation updates resulted in the following increases to segment G&A in 2024:

Other Segment Expenses (d)

— — — 13,495 13,495

Segment adjusted EBITDA $ 52,379 $ 138,200 $ 62,563 $ 23,224 $ 276,366

______________________________

(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) We began including “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 prior period segment results to include this expense category.

(c) As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, the Company prospectively adjusted for updates in internal cost allocation methodologies in 2024, which increased the amount of internal general and administrative expenses allocated to the segments from Unallocated corporate expenses.

The allocation updates resulted in the following increases to segment G&A in 2024 compared to 2023:

$ 0.4 million to Domestic Company-Owned restaurants, $ 22.9 million to North America franchising, $ 3.3 million to International and $ 0.1 million to North America commissaries.

There was no impact on overall company profitability, as the change was offset within Unallocated corporate expenses (see reconciliation table below).

(c) Other Segment Expenses represents all operating expenses that are not included in the significant segment expense categories.

The components of Other Segment Expenses are:

other cost of sales that are not included in “COS - Product Costs” or “COS - Salaries & Benefits” (including, but not limited to, delivery expenses, Company-owned restaurant advertising costs, insurance, rent, utilities, and aggregator fees), advertising costs, depreciation and amortization costs, and other operating expenses.

(d) Other Segment Expenses represent all operating expenses that are not included in the significant segment expense categories.

The components of Other Segment Expenses are advertising fund expenses and other operating expenses.

Reconciliation of Segment Results to Company Results

The following table reconciles Total Revenues from our segments to Total Revenues and Total Adjusted operating income from our segments to Income before income taxes (in thousands):

The following table reconciles Total Revenues from our segments to Total Revenues and Total Adjusted EBITDA from our segments to Income before income taxes (in thousands):

2025 2024 2023

Total Revenues from our segments $ 2,047,039 $ 2,120,641 $ 2,095,796

Total Segment revenue $ 2,037,926 $ 2,047,039 $ 2,120,641

All Other revenue (a)

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2025 2024 2023

Total Adjusted operating income from our segments $ 195,172 $ 229,641 $ 222,326

All Other profit (a)

Total Segment adjusted EBITDA $ 235,135 $ 237,918 $ 276,366

All Other adjusted EBITDA (a)

27,012 27,800 29,151

Unallocated corporate expenses (b)

Unallocated corporate expenses, adjusted (b)

( 61,036 ) ( 38,538 ) ( 66,505 )

Elimination of intersegment (profit) loss — — 27

Other income/(expense) adjustments (c)

Other income/(expense) adjustments to reconcile to income before income before income taxes (c)

( 111,964 ) ( 70,476 ) ( 91,897 )

Operating income 156,704 147,142 109,030

Net interest expense ( 40,769 ) ( 42,578 ) ( 43,469 )

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______________________________

(a) As noted in the commentary above, All Other revenue and profit is derived from business units that do not meet the quantitative or qualitative thresholds for determining reportable segments, including:

franchise contributions to marketing funds, information systems and related services used in restaurant operations, and sale of printing and promotional items (principally to Company-owned and franchised restaurants).

(b) Unallocated corporate expenses represent administrative fees incurred by the restaurant support centers, including:

information systems and related services, corporate salaries and bonuses, stock compensation expense, and other corporate costs.

(c) Other income/(expense) adjustments represent 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 operating income.

(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.

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

As such, management excludes these items from the calculation of adjusted EBITDA.

For the periods above, the adjustments include:

(In thousands) December 28, 2025 December 29, 2024 December 31, 2023

Gain on sale of QC Center properties (See Note 22) $ 41,289 $ — $ —

International restructuring costs (See Note 16) ( 27,273 ) ( 2,178 ) —

Refranchising and impairment losses ( 5,495 ) — ( 26,702 )

UK repositioning and acquisition-related costs — ( 4,243 ) ( 5,223 )

Legal settlements — ( 577 ) ( 15,000 )

Other costs — ( 2,885 ) ( 1,507 )

Total adjustments $ 8,521 $ ( 9,883 ) $ ( 48,432 )

Depreciation and Amortization by Segment

The following table presents depreciation and amortization by segment.

(In thousands) 2024 2023 2022

Depreciation and amortization $ 92,245 $ 69,407 $ 64,090

Domestic Company-owned restaurants $ 16,560 $ 14,184 $ 11,495

North America commissaries 15,780 16,046 13,299

International 4,134 3,167 1,774

All Other 22,396 15,572 12,681

Unallocated corporate expenses 10,537 15,121 12,783

Total depreciation and amortization $ 69,407 $ 64,090 $ 52,032

Stock-based compensation expense 14,980 9,590 17,924

Gain on refranchising transaction, net and sale of QC Center properties (a)

( 17,053 ) ( 41,289 ) —

Restructuring costs (b)

13,780 27,273 2,178

Other costs (c)

8,012 5,495 3,462

UK repositioning and acquisition-related costs (d)

Other (income)/expense adjustments $ 111,964 $ 70,476 $ 91,897

(a) For the year ended December 28, 2025, represents pre-tax gain on sale, net of transaction costs, realized upon the completion of the refranchising of 85 restaurants on November 24, 2025.

Net gain attributable to noncontrolling interests for the transaction was approximately $ 1.0 million.

See “Note 21.

Divestitures for additional details.

For the year ended December 29, 2024, represents pre-tax gain on sale, net of transaction costs, realized upon the August 2, 2024 completion of the sale of our Texas and Florida QC Center properties.

See “Note 21.

Divestitures” for additional details.

(b) Represents costs associated with the Company’s Enterprise Transformation Plan and International Transformation Plan.

Includes non-cash reversal of $ 1.2 million and $ 0.1 million related to the forfeiture of unvested stock-based compensation awards during the years ending December 28, 2025 and December 29, 2024, respectively.

See “Note 16.

Restructuring” for additional details.

Losses on disposal of equipment incurred in connection with the termination of a COVID-era program that pre-purchased store equipment due to supply chain challenges;

Costs associated with project-based strategic initiatives that are not related to our ongoing operations.

Costs incurred, net of anticipated insurance recoveries, arising from tornadoes that damaged the Texas QC Center as well as the restaurant support center and QC Center in Louisville, Kentucky.

For the year ended December 29, 2024, other costs represents non-cash impairment and remeasurement charges related primarily to fixed and intangible assets from the refranchising of 15 Domestic Company-owned restaurants.

(d) Represents costs associated with repositioning the UK portfolio in 2023 as well as transaction costs related to the acquisition of restaurants from franchisees.

Disaggregation of Revenue

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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.

Our intersegment revenues primarily represent revenue earned by our QC Centers from the sale of food and paper products to our Company-owned restaurants and collection of technology fees and marketing fees from our Company-owned restaurants.

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 Note 2.

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Total Revenues $ 726,362 $ 148,817 $ 1,062,975 $ 182,487 $ 296,440 $ ( 281,368 ) $ 2,135,713

UK Franchisee Acquisitions

During 2023, as part of our investment to reposition our UK business, the Company acquired a portfolio of 118 previously franchised Papa Johns restaurants in the UK market (collectively referred to as the “UK franchisee acquisitions”).

During the year ended December 31, 2023, the Company incurred $ 2.1 million of acquisition and transition costs related to the UK franchisee acquisitions.

These expenses were recorded within General and administrative expenses and within the International segment in the Consolidated Statements of Operations.

The results of operations of the acquired restaurants after their respective acquisition dates are included within the International segment in the Company’s Consolidated Statements of Operations.

The impact of the acquisitions was not material to the Company’s Consolidated Financial Statements.

The UK franchisee acquisitions have been accounted for as business combinations.

As such, the Company concluded that the consideration was measured at fair value and has recorded the estimated fair value of the assets acquired and liabilities assumed as of the respective acquisition dates.

Assets acquired include approximately $ 10.6 million of property and equipment, net, $ 0.3 million of inventories and other assets and $ 4.3 million of goodwill.

The Company recorded acquisition accounting adjustments of $ 0.1 million during the year ended December 29, 2024 to increase property and equipment to fair value as a result of the finalization of our valuation of acquired property and equipment.

The total goodwill recognized in conjunction with the UK franchisee acquisitions, all of which is expected to be deductible for tax purposes, has been assigned to the International operating segment.

The purchase price exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, primarily due to expected future benefits stemming from further control of the Company’s brand name in our most prominent international market.

Goodwill also includes certain other benefits that do not qualify for recognition as intangible assets, such as an assembled workforce.

Domestic Acquisitions

We acquired one Domestic restaurant during the year ended December 29, 2024 and ten Domestic restaurants during the year ended December 31, 2023.

The effect of the acquisitions was not material to the Company’s Consolidated Financial Statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data