What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 182 added, 320 removed, 547 unchanged (48% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts) September 28,

(In thousands, except per share amounts) March 29,

2026 December 28,

Current assets:

Cash and cash equivalents $ 38,972 $ 37,955

Cash, cash equivalents, and restricted cash $ 39,036 $ 36,950

Accounts receivable, net 100,656 103,068

3 unchanged sentences

Prepaid expenses and other current assets 58,299 48,895

Assets held for sale (a)

Assets held for sale — 4,607

Total current assets 240,407 237,432

15 unchanged sentences

Current portion of long-term debt 7,847 4,997

Liabilities held for sale (a)

Total current liabilities 284,706 290,991

8 unchanged sentences

Common stock ($ 0.01 par value per share;

issued 49,296 at September 28, 2025 and 49,283 at December 29, 2024)

issued 49,303 at March 29, 2026 and 49,303 at December 28, 2025)

Additional paid-in capital 453,945 457,112

1 unchanged sentence

Retained earnings 202,601 210,763

Treasury stock ( 16,510 shares at September 28, 2025 and 16,637 shares at December 29, 2024, at cost)

Treasury stock ( 16,405 shares at March 29, 2026 and 16,502 shares at December 28, 2025, at cost)

( 1,100,206 ) ( 1,106,666 )

3 unchanged sentences

Total Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit $ 831,927 $ 837,508

(a) Refer to “Note 11.

Divestitures” for additional details.

See accompanying notes.

2 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended Nine Months Ended

(In thousands, except per share amounts) September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three Months Ended

(In thousands, except per share amounts) March 29,

2026 March 30,

Company-owned restaurant sales $ 143,134 $ 173,881

13 unchanged sentences

Income before income taxes 11,075 13,886

Income tax expense (a)

( 1,753 ) ( 12,812 ) ( 10,531 ) ( 25,347 )

Income tax expense ( 4,137 ) ( 4,543 )

Net income 6,938 9,343

6 unchanged sentences

Diluted weighted average common shares outstanding 33,046 32,920

(a) The signage of Income tax expense has been changed from the historic presentation for purposes of signage consistency with other expense items.

See accompanying notes.

2 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended Nine Months Ended

(In thousands) September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three Months Ended

(In thousands) March 29,

2026 March 30,

Net income $ 6,938 $ 9,343

2 unchanged sentences

Interest rate swaps (a)

( 84 ) ( 1,059 ) ( 547 ) ( 103 )

Other comprehensive income (loss), before tax 516 1,190

10 unchanged sentences

___________________________________

(a) Amounts reclassified out of accumulated other comprehensive loss into net interest income (expense) include $ 158 and $ 117 for the three and nine months ended September 28, 2025, respectively and $ 194 and $ 591 for the three and nine months ended September 29, 2024, respectively.

(b) The income tax benefit (expense) effects of amounts reclassified out of accumulated other comprehensive loss were $( 35 ) and $( 26 ) for the three and nine months ended September 28, 2025, respectively and $ 43 and $ 133 for the three and nine months ended September 29, 2024, respectively.

(a) Amounts reclassified out of accumulated other comprehensive loss into net interest expense include $ 22 and $( 56 ) for the three months ended March 29, 2026 and March 30, 2025, respectively.

(b) The income tax benefit (expense) effects of amounts reclassified out of accumulated other comprehensive loss were $( 5 ) and $ 13 for the three months ended March 29, 2026 and March 30, 2025, respectively.

See accompanying notes.

13 unchanged sentences

For the three months ended

September 28, 2025

Balance at June 29, 2025 32,753 $ 493 $ 452,787 $ ( 5,967 ) $ 229,868 $ ( 1,109,178 ) $ 15,243 $ ( 416,754 )

Net income (loss) (a)

— — — — 4,707 — ( 266 ) 4,441

Other comprehensive income (loss), net of tax — — — ( 766 ) — — — ( 766 )

Dividends on common stock ($ 0.46 per share)

— — 23 — ( 15,534 ) — — ( 15,511 )

Exercise of stock options — — — — — — — —

Stock-based compensation expense — — 4,639 — — — — 4,639

Issuance of restricted stock 43 — ( 1,770 ) — — 1,769 — ( 1 )

Tax effect of restricted stock awards ( 13 ) — ( 583 ) — — — — ( 583 )

Distributions to noncontrolling interests — — — — — — ( 48 ) ( 48 )

Other 3 — 3 — — 204 — 207

Balance at September 28, 2025 32,786 $ 493 $ 455,099 $ ( 6,733 ) $ 219,041 $ ( 1,107,205 ) $ 14,929 $ ( 424,376 )

For the nine months ended

September 29, 2025

March 29, 2026

Balance at December 28, 2025 32,801 $ 493 $ 457,112 $ ( 6,452 ) $ 210,763 $ ( 1,106,666 ) $ 11,084 $ ( 433,666 )

10 unchanged sentences

Other 10 — ( 402 ) — — 647 — 245

Balance at September 28, 2025 32,786 $ 493 $ 455,099 $ ( 6,733 ) $ 219,041 $ ( 1,107,205 ) $ 14,929 $ ( 424,376 )

(a) Net income to the Company for the three and nine months ended September 28, 2025 excludes $ 32 and $ 84 , respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.

(b) At September 28, 2025, the accumulated other comprehensive loss of $ 6,733 was comprised of net unrealized foreign currency translation loss of $ 6,187 and net unrealized loss on the interest rate swap agreements of $ 546 .

Balance at March 29, 2026 32,898 $ 493 $ 453,945 $ ( 5,953 ) $ 202,601 $ ( 1,100,206 ) $ 10,685 $ ( 438,435 )

(a) Net income to the Company for the three months ended March 29, 2026 excludes $ 65 allocable to the redeemable noncontrolling interests for our joint venture arrangements.

(b) At March 29, 2026, the accumulated other comprehensive loss of $ 5,953 was comprised of net unrealized foreign currency translation loss of $ 6,015 and net unrealized gain on the interest rate swap agreements of $ 62 .

See accompanying notes.

13 unchanged sentences

For the three months ended

September 29, 2024

Balance at June 30, 2024 32,622 $ 493 $ 446,547 $ ( 7,358 ) $ 215,800 $ ( 1,117,140 ) $ 15,518 $ ( 446,140 )

Net income (loss) (a)

— — — — 41,808 — ( 63 ) 41,745

Other comprehensive income (loss), net of tax — — — 778 — — — 778

Dividends on common stock ($ 0.46 per share)

— — 31 — ( 15,339 ) — — ( 15,308 )

Exercise of stock options 2 — 88 — — — — 88

Stock-based compensation expense — — 3,358 — — — — 3,358

Issuance of restricted stock 14 — ( 632 ) — — 632 — —

Tax effect of restricted stock awards ( 4 ) — ( 178 ) — — — — ( 178 )

Distributions to noncontrolling interests — — — — — — ( 141 ) ( 141 )

Other 3 — ( 73 ) — — 252 — 179

Balance at September 29, 2024 32,637 $ 493 $ 449,141 $ ( 6,580 ) $ 242,269 $ ( 1,116,256 ) $ 15,314 $ ( 415,619 )

For the nine months ended

September 29, 2024

March 30, 2025

Balance at December 29, 2024 32,646 $ 493 $ 452,449 $ ( 8,456 ) $ 241,717 $ ( 1,115,729 ) $ 15,310 $ ( 414,216 )

10 unchanged sentences

Other 3 — ( 187 ) — — 208 — 21

Balance at September 29, 2024 32,637 $ 493 $ 449,141 $ ( 6,580 ) $ 242,269 $ ( 1,116,256 ) $ 15,314 $ ( 415,619 )

(a) Net income to the Company for the three and nine months ended September 29, 2024 excludes $ 43 and $ 233 , respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.

(b) At September 29, 2024, the accumulated other comprehensive loss of $ 6,580 was comprised of net unrealized foreign currency translation loss of $ 6,186 and net unrealized gain on the interest rate swap agreements of $ 394 .

Balance at March 30, 2025 32,728 $ 493 $ 449,625 $ ( 7,540 ) $ 235,794 $ ( 1,110,306 ) $ 15,125 $ ( 416,809 )

(a) Net income to the Company for the three months ended March 30, 2025 excludes $ 30 allocable to the redeemable noncontrolling interests for our joint venture arrangements.

(b) At March 30, 2025, the accumulated other comprehensive loss of $ 7,540 was comprised of net unrealized foreign currency translation loss of $ 7,486 and net unrealized loss on the interest rate swap agreements of $ 54 .

See accompanying notes.

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

(In thousands) September 28,

2025 September 29,

Three Months Ended

(In thousands) March 29,

2026 March 30,

Operating activities

5 unchanged sentences

Stock-based compensation expense 4,409 3,669

Refranchising and impairment loss 8,127 17,433

Loss (gain) on disposal of property and equipment 2,771 ( 42,034 )

Refranchising gain ( 1,035 ) —

Loss on disposal of property and equipment 610 151

Other 1,092 ( 97 )

15 unchanged sentences

Insurance proceeds related to damages from natural disasters 850 —

Notes issued — ( 154 )

Repayments of notes issued 748 978

Proceeds from dispositions and refranchising, net of cash transferred 831 49,012

Proceeds from the sale of property and equipment 3,529 —

Proceeds from investments 3,232 4,739

Other — ( 569 )

Net cash (used in) provided by investing activities ( 37,618 ) 7,448

Net cash used in investing activities ( 5,162 ) ( 7,083 )

Financing activities

Net repayments of revolving credit facilities ( 210,042 ) ( 31,589 )

Net proceeds (repayments) of revolving credit facilities 19,381 ( 196,838 )

Proceeds from term loan — 200,000

Debt issuance costs — ( 2,991 )

Proceeds from exercise of stock options 397 1,021

Dividends paid to common stockholders ( 15,321 ) ( 15,174 )

3 unchanged sentences

Other 125 287

Net cash used in financing activities ( 68,208 ) ( 86,584 )

Effect of exchange rate changes on cash and cash equivalents 651 215

Change in cash and cash equivalents 1,017 ( 23,037 )

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

Cash and cash equivalents at end of period $ 38,972 $ 17,550

Net cash provided by (used in) financing activities 181 ( 18,567 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 157 ) 371

Change in cash, cash equivalents, and restricted cash 2,086 6,057

Cash, cash equivalents, and restricted cash at beginning of period 36,950 37,955

Cash, cash equivalents, and restricted cash at end of period $ 39,036 $ 44,012

See accompanying notes.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 28, 2025

March 29, 2026

Basis of Presentation

3 unchanged sentences

In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.

Operating results for the three and nine months ended September 28, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2025.

Operating results for the three months ended March 29, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 27, 2026.

For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Annual Report on Form 10-K for Papa John’s International, Inc.

(referred to as the “Company,” “Papa John’s,” “Papa Johns” or in the first-person notations of “we,” “us” and “our”) for the year ended December 28, 2025.

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

3 unchanged sentences

All intercompany balances and transactions have been eliminated.

During the year ended December 29, 2024, the Company implemented several financial statement changes in its Annual Report on Form 10-K, concurrent with the adoption of Accounting Standard Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” These changes evolve and modernize our financial statements and footnotes to increase transparency and better reflect management’s key performance metrics.

Presentation changes to the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows have been applied retrospectively, and as such, the results from the three and nine months ended September 29, 2024, have been reclassified for consistency with the current year presentation.

Additionally, during the year ended December 29, 2024, the Company updated its internal cost allocation methodology to better reflect current levels of time and effort spent managing our different segments.

These updates resulted in a higher allocation of previously unallocated corporate expenses to primarily each of the North America franchising and International segments.

This update in methodology did not impact total reported expenses and was implemented prospectively beginning with the year ended December 29, 2024, and as such prior-period comparative information has been recast.

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

Variable Interest Entity

4 unchanged sentences

Based on an assessment of the governance structure and operating procedures of PJMF, the Company determined it has the power to control certain significant activities of PJMF, and therefore, is the primary beneficiary.

The Company has consolidated PJMF in its financial results in accordance with Accounting Standards Codification (“ASC”) 810, “ Consolidation .”

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and

accompanying notes.

Significant items that are subject to such estimates and assumptions include the allowance for credit losses on accounts and notes receivable, property and equipment, net and impairment of long-lived assets, insurance reserves and tax reserves.

Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could significantly differ from these estimates.

Noncontrolling Interests

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

Papa Johns has joint venture arrangements in which there are noncontrolling interests held by third parties that includ ed 13 and 98 restaurants at March 29, 2026 and March 30, 2025, respectively.

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

Net income (loss) attributable to these joint ventures for the three and nine months ended September 28, 2025 and September 29, 2024 was as follows:

Three Months Ended Nine Months Ended

(In thousands) September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Net income (loss) attributable to these joint ventures for the three months ended March 29, 2026 and March 30, 2025 was as follows:

Three Months Ended

(In thousands) March 29,

2026 March 30,

Papa John’s International, Inc.

15 unchanged sentences

Discrete items are recorded in the quarter in which they occur.

Our effective income tax rates were 28.2 % and 31.0 % for the three and nine months ended September 28, 2025, respectively, as compared to an income tax rate of 23.5 % and 26.8 % for the prior year comparable periods, 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.

Our effective income tax rate was 37.4 % for the three months ended March 29, 2026 as compared to 32.7 % for the prior year comparable period.

The higher effective tax rate during the three months ended March 29, 2026 was primarily due to a shift in income between jurisdictions and 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.

16 unchanged sentences

accordingly, the fair values presented do not necessarily indicate what the Company or its debtholders could realize in a current market exchange.

Our financial assets and liabilities that were measured at fair value on a recurring basis as of September 28, 2025 and December 29, 2024 are as follows:

Our financial assets and liabilities that were measured at fair value on a recurring basis as of March 29, 2026 and December 28, 2025 are as follows:

Fair Value Measurements

1 unchanged sentence

Value Level 1 Level 2 Level 3

September 28, 2025

March 29, 2026

Financial assets:

18 unchanged sentences

Debt” for further discussion.

There were no transfers among levels within the fair value hierarchy during the three and nine months ended September 28, 2025 or fiscal year 2024.

There were no transfers among levels within the fair value hierarchy during the three months ended March 29, 2026 or fiscal year 2025.

The fair value of certain assets and liabilities approximates carrying value because of the short-term nature of the accounts, including cash and cash equivalents, accounts receivable, net of allowances, and accounts payable.

1 unchanged sentence

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.

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

The Company’s 3.875 % senior notes are classified as a Level 2 fair value measurement since the Company

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 September 28, 2025 and December 29, 2024:

September 28, 2025 December 29, 2024

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 March 29, 2026 and December 28, 2025:

March 29, 2026 December 28, 2025

(In thousands) Carrying

11 unchanged sentences

Write-offs charged against the allowance ( 1,205 ) ( 575 )

Balance at September 28, 2025 $ 10,839 $ 17,296

Balance at March 29, 2026 $ 12,172 $ 17,123

Impairment of Long-lived Assets

3 unchanged sentences

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.

During 2025, the Company has been developing and beta testing a new omnichannel experience, including new customer-facing technology such as new apps on the Android and iOS platforms and a new web experience.

Based on the Company's progress during the three months ended September 28, 2025, including releasing the new apps to both Android and iOS users, the Company reassessed the remaining useful lives of certain legacy omnichannel and other technology long-lived assets and recognized $ 6.1 million in accelerated depreciation charges.

In situations in which no impairment indicators are identified at the applicable asset‑group level, but certain assets within the asset group are expected to be used for a shorter period than previously estimated, the Company revises the remaining useful lives of those assets and prospectively records accelerated depreciation over the shortened period.

Tornado Impact

During the first quarter of 2025, a tornado caused real and personal property damage to the Company’s leased Quality Control Center (“QC Center”) in Grand Prairie, Texas.

The Company recorded pre-tax expenses of $ 0.9 million during the nine months ended September 28, 2025, related to these damages, which primarily reflect operating lease right-of-use asset impairment charges related to the leased property offset by expected property-related insurance proceeds.

The Company recorded pre-tax expenses of $ 0.9 million during the three months ended March 30, 2025, related to these damages, which primarily reflect operating lease right-of-use asset impairment charges related to the leased property offset by expected property-related insurance proceeds.

Additionally, during the second quarter of 2025, a tornado caused real and personal property damage to the Company’s restaurant support center and QC Center in Louisville, Kentucky.

The Company recorded asset impairment charges of $ 2.7 million and incurred additional operating expenses of $ 1.7 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.

Expenses incurred and the related anticipated insurance proceeds were recorded within General and administrative expenses in the Condensed Consolidated Statements of Operations.

During the second quarter of 2025, a tornado caused real and personal property damage to the Company’s restaurant support center and QC Center in Louisville, Kentucky.

The Company recorded asset impairment charges of $ 2.7 million and incurred additional operating expenses of $ 1.6 million during the nine months ended September 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 $ 4.0 million of insurance proceeds related to the two incidents during the nine months ended September 28, 2025, of which $ 3.3 million were classified as cash inflows from investing activities and $ 0.7 million were classified as cash inflows from operating activities based on the nature of the underlying losses and expected usage of the proceeds.

The Company received $ 1.0 million of insurance proceeds related to the two incidents during the three months ended March 29, 2026, of which $ 0.9 million were classified as cash inflows from investing activities and $ 0.1 million were classified as cash inflows from operating activities within the Condensed Consolidated Statements of Cash Flows based on the nature of the underlying losses and expected usage of the proceeds.

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

2 unchanged sentences

Accounting Standards Not Yet Adopted

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

Improvements to Income Tax Disclosures.” The ASU provides for additional levels of details within the required rate reconciliation table to include additional categories of information about federal, state, and foreign income taxes and requires entities to further disaggregate information about income taxes paid, net of refunds.

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

The Company is finalizing its assessment of the additional disclosure requirements and does not expect the adoption to have a material impact on its financial position or results of operations.

In November 2024, the FASB issued ASU No.

2 unchanged sentences

The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

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

Early adoption is permitted and the standard may be applied either

prospectively or retrospectively.

The Company is in the process of assessing the impact of the new standard, including an evaluation of the Company’s financial systems and availability of data to meet the requirements.

8 unchanged sentences

The Company subleases certain retail space to our franchisees in the UK, which are primarily operating leases.

At September 28, 2025, we leased and subleased approximately 340 Papa Johns restaurants to franchisees in the UK.

At March 29, 2026, we leased and subleased approximately 335 Papa Johns restaurants to franchisees in the UK.

The initial lease terms on the franchised sites in the UK are generally 15 years.

2 unchanged sentences

Rental income, primarily derived from properties leased and subleased to franchisees in the UK, is recognized on a straight-line basis over the respective operating lease terms.

The Company recognized total sublease income of $ 2.4 million and $ 7.8 million for the three and nine months ended September 28, 2025, respectively, and $ 2.7 million and $ 7.1 million for the three and nine months ended September 29, 2024, respectively, within Other revenues in the Condensed Consolidated Statements of Operations.

The Company recognized total sublease income of $ 2.8 million and $ 2.6 million for the three months ended March 29, 2026 and March 30, 2025, respectively, within Other revenues in the Condensed Consolidated Statements of Operations.

Lease Guarantees

1 unchanged sentence

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

As of September 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 $ 8.9 million.

As of March 29, 2026, the estimated maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was $ 11.4 million.

This contingent liability is not included in the Condensed Consolidated Balance Sheets as it is not probable to occur.

2 unchanged sentences

Supplemental cash flow information related to leases for the periods reported is as follows:

Nine Months Ended

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

Three Months Ended

(In thousands) March 29, 2026 March 30, 2025

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

2 unchanged sentences

Operating cash flows from operating leases (a)

31,593 30,045

Right-of-use assets obtained in exchange for new finance lease liabilities 1,736 15,664

4 unchanged sentences

Papa John’s Marketing Fund, Inc.

PJMF, which is a consolidated VIE where the Company has been identified as the primary beneficiary, collects a percentage of revenues from Company-owned and franchised restaurants in the United States for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants.

Contributions and expenditures are reported on a gross basis in the Condensed Consolidated Statements of Operations within Advertising funds revenue and Advertising funds expense, respectively.

PJMF collects a percentage of revenues from Company-owned and franchised restaurants in the United States for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants.

Contributions and expenditures are reported on a gross basis in the Condensed Consolidated Statements of Operations

within Advertising funds revenue and Advertising funds expense, respectively.

PJMF also has a wholly-owned subsidiary, Papa Card, Inc., which administers the Company’s gift card programs.

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

(In thousands) September 28,

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

(In thousands) March 29,

2026 December 28,

2 unchanged sentences

Accounts receivable, net 16,594 15,077

Income tax receivable 296 275

Prepaid expenses and other current assets 9,686 3,278

4 unchanged sentences

Current liabilities:

Income and other taxes payable 24 298

Accrued expenses and other current liabilities 44,415 31,082

Current portion of long-term debt 347 —

Current deferred revenue 4,507 5,000

5 unchanged sentences

Our contract liabilities primarily relate to franchise fees, unredeemed gift card liabilities, and loyalty program obligations, which we classify within Current deferred revenue and Deferred revenue on the Condensed Consolidated Balance Sheets.

During the three and nine months ended September 28, 2025, the Company recognized $ 8.2 million and $ 25.9 million in revenue, respectively, related to deferred revenue compared to $ 7.8 million and $ 24.1 million, respectively, for the three and nine months ended September 29, 2024.

During the three months ended March 29, 2026 and March 30, 2025, the Company recognized $ 9.5 million and $ 9.7 million in revenue, respectively, related to deferred revenue.

The following table includes a breakout of contract liability balances:

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

(In thousands) March 29, 2026 December 28, 2025 Change

Unearned franchise fees and royalties $ 19,170 $ 19,678 $ ( 508 )

4 unchanged sentences

Equipment incentives are related to the future value of commissary revenue the Company will receive over the term of the incentive agreement.

Contract assets were approximately $ 17.1 million and $ 16.6 million, respectively, at September 28, 2025, and December 29, 2024.

Revenue was reduced by approximately $ 2.1 million and $ 5.5 million for the three and nine months ended September 28, 2025, and approximately $ 1.3 million and $ 4.0 million for the three and nine months ended September 29, 2024, respectively, for the amortization of contract assets over the applicable contract terms.

Contract assets were approximately $ 16.7 million and $ 19.1 million, respectively, at March 29, 2026 and December 28, 2025.

Revenue was reduced by approximately $ 1.8 million and $ 1.5 million for the three months ended March 29, 2026 and March 30, 2025, respectively, for the amortization of contract assets over the applicable contract terms.

Contract assets are included in Prepaid expenses and other current assets and Other assets on the Condensed Consolidated Balance Sheets.

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Unearned franchise fees and royalties $ 3,105 $ 2,783 $ 2,551 $ 2,339 $ 2,131 $ 3,555 $ 16,464

At September 28, 2025, approximately $ 2.3 million of area development fees related to unopened restaurants and International unearned franchise fees are included in Deferred revenue.

At March 29, 2026, approximately $ 2.7 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.

2 unchanged sentences

Shares Authorized and Outstanding

The Company has authorized 100.0 million shares of common stock as of September 28, 2025 and December 29, 2024.

The Company’s outstanding shares of common stock, net of repurchased shares of common stock held as treasury stock, were 32.8 million shares at September 28, 2025, compared to 32.6 million shares at December 29, 2024.

The Company has authorized 100.0 million shares of common stock as of March 29, 2026 and December 28, 2025.

The Company’s outstanding shares of common stock, net of repurchased shares of common stock held as treasury stock, were 32.9 million shares at March 29, 2026, compared to 32.8 million shares at December 28, 2025.

Share Repurchase Program

On October 28, 2021, our Board of Directors approved a share repurchase program with an indefinite duration for up to $ 425.0 million of the Company’s common stock.

There was no share repurchase activity during the three and nine months ended September 28, 2025 or September 29, 2024.

Approximately $ 90.2 million remained available under the Company’s share repurchase program as of September 28, 2025.

The timing and volume of share repurchases under the Company’s share repurchase programs may be executed at the discretion of management on an opportunistic basis, subject to market and business conditions, regulatory requirements and other factors, or pursuant to trading plans or other arrangements.

Repurchases under the programs may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, at times and in such amounts as management deems appropriate.

Repurchases under the Company’s share repurchase programs may be commenced or suspended from time to time at the Company’s discretion without prior notice.

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

The Company paid aggregate cash dividends of approximately $ 45.8 million ($ 1.38 per share) for the nine months ended September 28, 2025.

On October 29, 2025, our Board of Directors declared a fourth quarter dividend of $ 0.46 per common share (approximately $ 15.4 million in the aggregate), which will be paid on November 28, 2025 to stockholders of record as of the close of business on November 17, 2025.

There was no share repurchase activity during the three months ended March 29, 2026 or March 30, 2025.

Approximately $ 90.2 million remained available under the Company’s share repurchase program as of March 29, 2026.

The timing and volume of share repurchases under the Company’s share repurchase program 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 program 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 program may be commenced or suspended from time to time at the Company’s discretion without prior notice.

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

The Company paid aggregate cash dividends of approximately $ 15.3 million ($ 0.46 per share) for the three months ended March 29, 2026.

On May 5, 2026, our Board of Directors declared a second quarter dividend of $ 0.46 per common share (approximately $ 15.6 million in the aggregate), which will be paid on May 29, 2026 to stockholders of record as of the close of business on May 18, 2026.

The declaration and payment of any future dividends will be at the discretion of our Board of Directors.

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The calculations of basic and diluted earnings per common share are as follows (in thousands, except per share data):

Three Months Ended Nine Months Ended

September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Calculation of net income attributable to common shareholders

Net income attributable to the Company $ 7,255 $ 9,222

Net income attributable to participating securities ( 260 ) — ( 718 ) —

Dividends paid to participating securities ( 296 ) ( 194 )

Net income attributable to common shareholders $ 6,959 $ 9,028

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Dilutive effect of outstanding equity awards (a)

154 185 128 149

Diluted weighted average common shares outstanding 33,046 32,920

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___________________________________

(a) Excludes 85,000 and 259,000 shares underlying equity awards for the three and nine months ended September 28, 2025 and 345,000 and 384,000 shares underlying awards for the three and nine months ended September 29, 2024, respectively, as the effect of including such awards would have been anti-dilutive.

(a) Excludes 282,493 and 219,417 shares underlying equity awards for the three months ended March 29, 2026 and March 30, 2025, respectively, as the effect of including such awards would have been anti-dilutive.

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

September 28,

2026 December 28,

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On March 26, 2025, the Company amended and restated the Amended and Restated Credit Agreement, dated as of September 14, 2021 and amended May 30, 2023 (together, the “Previous Credit Agreement”) pursuant to the Second Amended and Restated Credit Agreement dated as of March 26, 2025 (the “Second Amended and Restated Credit Agreement”).

The Second Amended and Restated Credit Agreement provides for a senior secured term loan in a principal amount of $ 200.0 million (the “Term Loan”) and a senior secured revolving credit facility in an aggregate available principal amount of $ 600.0 million (the “PJI Revolving Facility” together with the Term Loan, the “PJI Credit Facilities”), of which up to $ 40.0 million is available as swingline loans and up to $ 80.0 million as letters of credit.

The PJI Credit

Facilities will mature on March 26, 2030 (the “Maturity Date”) with term loans amortizing in quarterly installments commencing on June 30, 2026 in amounts as set forth in the Second Amended and Restated Credit Agreement and the unpaid balance maturing on the Maturity Date.

The remaining availability under the PJI Revolving Facility was approximately $ 463.3 million as of September 28, 2025.

The Term Loan was advanced in full at the closing of the Second Amended and Restated Credit Agreement, with the proceeds used to repay borrowings outstanding under the senior secured revolving credit facility under the Previous Credit Agreement.

The Company incurred $ 3.2 million of lender and third-party fees, which are being amortized into Net interest expense over the term of the Second Amended and Restated Credit Agreement.

The covenant requirements under the Second Amended and Restated Credit Agreement remain in place and are similar to the terms of the Previous Credit Agreement;

refer to Note 12 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 29, 2024 for further description of covenant terms under the Previous Credit Agreement.

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 Second Amended and Restated Credit Agreement and the unpaid balance maturing on the Maturity Date.

The remaining availability under the PJI Revolving Facility was approximately $ 458.7 million as of March 29, 2026.

PJMF Revolving Facility

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The borrowings under the PJMF Revolving Facility accrue interest at a variable rate of a one month SOFR plus 1.975 %.

The Company did no t have any borrowings under the PJMF Revolving Facility as of September 28, 2025 or December 29, 2024.

As of March 29, 2026, the principal amount of debt outstanding under the PJMF Revolving Facility was approximately $ 0.3 million and was classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets.

The PJMF operating results and the related debt outstanding do not impact the financial covenants under the Company’s Second Amended and Restated Credit Agreement.

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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 Credit Facilities.

As of September 28, 2025, we had the following interest rate swap agreements:

As of March 29, 2026, we had the following interest rate swap agreements:

Effective Dates Floating Rate Debt Fixed Rates

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Balance Sheet Location Fair Value

September 28,

2026 Fair Value

Prepaid and other current assets $ 62 $ —

Prepaid expenses and other current assets $ 112 $ —

Other assets $ 54 $ —

Accrued expenses and other current liabilities $ — $ 193

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Interest rate swaps for the three months ended:

September 28, 2025 $ ( 65 ) Interest expense $ 158 $ ( 9,945 )

September 29, 2024 $ ( 820 ) Interest expense $ 194 $ ( 10,629 )

Interest rate swaps for the nine months ended:

September 28, 2025 $ ( 423 ) Interest expense $ 117 $ ( 30,608 )

September 29, 2024 $ ( 80 ) Interest expense $ 591 $ ( 32,588 )

Net interest paid, including payments made or received under the swaps, was $ 11.4 million and $ 34.6 million for the three and nine months ended September 28, 2025, respectively, and $ 13.9 million and $ 34.3 million for the three and nine months ended September 29, 2024, respectively.

March 29, 2026 $ 686 Interest expense $ 22 $ ( 9,683 )

March 30, 2025 $ 71 Interest expense $ ( 56 ) $ ( 10,079 )

Net interest paid, including payments made or received under the swaps, was $ 12.7 million and $ 17.6 million for the three months ended March 29, 2026 and March 30, 2025, respectively.

Restructuring

International Restructuring

In December 2023, the Company announced international transformation initiatives (the “International Transformation Plan”) designed to evolve our business structure to deliver an enhanced value proposition to our International customers and franchisees, ensure targeted investments and efficient resource management, and better position our largest markets, including the UK, for long-term profitable growth and brand strength.

During fiscal 2023 and 2024, the Company implemented approved initiatives under the International Transformation Plan related to establishing new regional hubs across APAC (Asia Pacific), EMEA (Europe, Middle East and Africa), and Latin America.

During 2024, the Company commenced the next phase of the International Transformation Plan, which involved strategic restaurant closures and divestitures in the UK in order to optimize the Company’s UK restaurant portfolio and improve overall profitability by closing unprofitable locations and mitigating remaining occupancy costs at closed locations, as well as enhancing profitability across the remaining portfolio of Company-owned restaurants.

Execution on this phase resulted in the closure of 43 underperforming UK Company-owned restaurants and 32 franchised locations during 2024 and 2025.

We recognized impairment charges of $ 1.1 million and $ 10.1 million during the three and nine months ended September 29, 2024, respectively, for the amount by which the carrying value exceeded the estimated fair value of the asset groups.

During 2024, the Company also completed the refranchising of 60 formerly Company-owned restaurants to primarily existing franchisees.

We have completed substantially all of the strategic restaurant closures in the UK market and the Company’s efforts during 2025 have turned towards growth opportunities and mitigating closure-related costs as we complete optimization of the portfolio.

The following table summarizes restructuring related costs recorded for the three and nine months ended September 28, 2025 and September 29, 2024 (in thousands):

Three Months Ended Nine Months Ended

September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Enterprise Transformation Plan

In December 2025, the Company’s Board of Directors approved, and the Company commenced, 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.

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 in the Domestic market.

During the quarter ended March 29, 2026, the Company closed 44 restaurants across North America as part of the ongoing assessment of our restaurant portfolio, of which five were Company-owned.

We are continuing to evaluate our Domestic restaurant portfolio, which we anticipate will result in additional strategic restaurant closures.

In connection with the foregoing approved initiatives, the Company incurred restructuring related costs of $ 4.3 million during the three months ended March 29, 2026 primarily related to professional services, a loss on sale related to the completed sale of the building occupied by our former print and promotions business in Louisville, Kentucky which did not support our core operations, as well as losses on disposal of equipment associated with the closed Company-owned restaurants mentioned above.

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

The following table summarizes restructuring costs related to the Enterprise Transformation Plan recorded for the quarter ended March 29, 2026:

(In thousands) March 29,

Professional services and other related costs $ 3,533

Loss on franchisee notes receivable ( 10 ) 171 2,151 1,735

Long-lived asset impairment charges 33 1,145 834 10,121

Lease terminations and other lease related costs ( 215 ) 426 ( 775 ) 732

Employee termination costs 7 98 22 542

Loss on refranchising Company-owned restaurants — 7 — 1,744

Total international transformation costs $ 231 $ 3,876 $ 4,862 $ 19,604

Stock-based compensation expense/(forfeitures on unvested awards) — ( 14 ) ( 21 ) ( 90 )

Total international transformation costs, inclusive of stock-based award expense/forfeitures $ 231 $ 3,862 $ 4,841 $ 19,514

The Company has incurred total restructuring related costs of $ 34.3 million since commencement of the International Transformation Plan, all of which were included in General and administrative expenses in the Condensed Consolidated Statements of Operations.

Total estimated pre-tax costs associated with the International Transformation Plan are approximately $ 35 million (inclusive of the $ 34.3 million incurred through the third quarter of 2025), substantially all of which will be recorded within our International segment, and we expect to incur the remainder of these costs through 2025.

The following table presents changes in the balance of accrued expenses relating to approved initiatives, which are recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets (in thousands):

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

Loss on disposal of property and equipment 631

Total enterprise transformation plan costs $ 4,164

Stock-based compensation expense 126

Total enterprise transformation plan costs, including stock-based award expense $ 4,290

The following table presents changes in the liabilities relating to approved initiatives, which are recorded in Accrued expenses and other current liabilities and Accounts payable in the Condensed Consolidated Balance Sheets:

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

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

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Payments ( 1,752 ) ( 2,787 ) ( 4,539 )

Balance as of September 28, 2025 $ 19 $ 388 $ 924 $ 1,331

Balance as of March 29, 2026 $ 3,637 $ 2,126 $ 5,763

The Company has incurred total restructuring related costs of $ 12.0 million since commencement of the Enterprise Transformation Plan.

The Company expects to incur total restructuring related charges of approximately $ 24 million to $ 31 million (inclusive of the $ 12.0 million incurred since commencement) related to all currently approved actions under the Enterprise Transformation Plan, which we estimate will be recognized during 2026 and 2027 primarily within Unallocated corporate expenses.

Actual charges incurred may differ from this estimate due to various factors.

International Transformation Plan

The Company completed its international transformation initiatives as of December 28, 2025.

Since inception of the International Transformation Plan, the Company incurred total restructuring related costs of $ 34.4 million, all of which was recognized within General and administrative expenses in the Condensed Consolidated Statements of Operations within our International segment.

During the three months ended March 30, 2025, the Company recorded total costs of $ 2.1 million related to the International Transformation Plan.

These costs consisted primarily of $ 1.4 million related to professional services and other related costs and $ 1.1 million related to losses on franchisee notes receivable, partially offset by a $ 0.4 million reduction related to lease terminations and other lease related costs.

No expenses were recorded during the three months ended March 29, 2026.

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 condensed 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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Pursuant to the terms of the proposed settlement, in exchange for the Company’s payment of a total aggregate settlement amount of $ 5.0 million and other non-monetary consideration, all claims in the action will be dismissed, the litigation will be terminated, and the Company will receive a release.

The settlement amount was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations in the first quarter of 2022.

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 Condensed Consolidated Balance Sheets as of September 28, 2025.

The settlement amount was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations in 2022.

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.

Anticipated Sale of Joint Venture

On July 18, 2025, the Company entered into an asset purchase agreement (the “Purchase Agreement”) to sell its 70 % interest in a consolidated joint venture that currently operates 85 Domestic Company-owned restaurants.

The total purchase price for the 85 restaurants was approximately $ 35 million, which does not include transaction costs and is subject to customary post-closing adjustments under the terms of the Purchase Agreement.

We expect to receive cash proceeds of approximately $ 25 million for our 70 % interest and the sale is expected to close during the fourth quarter of 2025, at which point the restaurants formerly subject to the joint venture will convert to franchised locations.

The assets and liabilities associated with the sale of the joint venture are classified as held for sale in the Condensed Consolidated Balance Sheets as of September 28, 2025.

September 28,

Current assets $ 1,317

Property and equipment, net 5,229

Operating lease right-of-use assets, net 14,972

Finance lease right-of-use assets, net 395

Goodwill 9,036

Total assets held for sale $ 30,949

Current deferred revenue $ 936

Current finance lease liabilities 13

Current operating lease liabilities 3,874

Long-term finance lease liabilities 380

Long-term operating lease liabilities 10,831

Total liabilities held for sale $ 16,034

The Company incurred transaction costs of $ 0.5 million during the three months ended September 28, 2025 related to the sale, which were recorded within General and administrative expenses in the Condensed Consolidated Statements of Operations.

We expect to record a pre-tax gain on sale between $ 15 million and $ 20 million upon closing of the sale, which is net of estimated transaction costs and subject to change based on settlement of certain post-closing adjustments.

Sale-Leaseback of Texas and Florida Quality Control Centers

On August 2, 2024, the Company finalized the sale and subsequent leaseback of two Domestic 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, we 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 three months ended September 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 Condensed Consolidated Statements of Operations, and sales proceeds of $ 46.7 million were recorded as investing cash inflows in the Condensed Consolidated Statements of Cash Flows.

Refranchising Loss

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 charges of $ 1.5 million and $ 5.5 million during the three and nine months ended September 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 Condensed Consolidated Statements of Operations.

In the first quarter of 2026, the Company entered into a multi-year agreement for point‑of‑sale and restaurant operations software services which will expire on December 23, 2034, with a one year extension option.

The agreement includes deployment requirements that specify a minimum number of Company‑owned and franchised restaurants to be installed and activated on the software platform by November 30, 2026 and by November 30, 2027.

The total estimated contractual commitment for software services is approximately $ 125 million to $ 140 million over the term of the agreement, contingent upon variable components such as the timing of the deployment schedule and associated contractual credits.

These amounts are expected to be largely recovered through technology fees charged to our franchisees over the term of the agreement.

As of March 29, 2026, the Company had not incurred any amounts related to these provisions.

Refer to Note 18 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2025 for additional information on our commitments and contingencies.

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”).

During the three months ended March 29, 2026, the parties obtained landlord consent to transfer three leases related to the Retained Restaurants, resulting in a gain of $ 1.0 million which was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

We expect to receive the remaining $ 1.2 million of proceeds from the sale upon the satisfactory assignment of leases to the Buyer for the remaining Retained Restaurants and final settlement of certain post-closing adjustments.

Refer to Note 21 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2025 for further description of the transaction.

Sale of Print and Promotions Building

On February 18, 2026, we finalized the sale of a building occupied by our former print and promotions business in Louisville, Kentucky and received net proceeds of $ 3.5 million, which were classified as investing activities within the Condensed Consolidated Statements of Cash Flows.

We recognized a loss on sale of approximately $ 0.3 million, which was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

Segment Information

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The North America commissaries segment consists of the operations of our regional dough production and product distribution centers in the United States and Canada and derives its revenues principally from the sale and distribution of food and paper products to Domestic Company-owned and franchised restaurants in the United States and Canada.

The International segment consists of the operations of all Company-owned restaurants located in the UK, as well as distribution sales to franchised Papa Johns restaurants located in the UK and our franchise sales and support activities, which derive revenues from sales of franchise and development rights and the collection of royalties from our International franchisees.

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.

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

Beginning in the first quarter of 2025, the Company updated its measure of segment profit or loss to be adjusted EBITDA, which aligns with how the CODM evaluates performance of and allocates resources to our segments.

For comparability purposes, segment results for the prior year period have been recast to reflect this change in measure of segment profit or loss.

Adjusted EBITDA represents Net income before Net interest expense, Income tax expense, Depreciation and amortization, Stock-based compensation expense, and other adjustments that vary from period to period, including certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business.

During the annual budget and forecasting process, the CODM uses adjusted EBITDA to allocate resources (including employees, property, and financial or capital resources) to the segments.

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

The CODM evaluates performance of and allocates resources to our segments based on segment adjusted EBITDA.

Segment 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 segment adjusted EBITDA to allocate resources (including employees, property, and financial or capital resources) to the segments.

The CODM regularly reviews trends in segment 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.

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A reconciliation to Company results is included in the following section.

Three Months Ended September 28, 2025

Three Months Ended March 29, 2026

Domestic Company-Owned Restaurants North America Franchising North America Commissaries International Total

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COS - Salaries & Benefits 46,430 — 32,892 2,195 81,517

COS - Other (d)

COS - Other (b,c)

34,689 — 19,102 8,232 62,023

General & Administrative 8,690 9,334 8,540 7,991 34,555

Other Segment Expenses (c)

— — — 4,519 4,519

Segment adjusted EBITDA $ 3,942 $ 25,506 $ 19,202 $ 5,300 $ 53,950

Three Months Ended September 29, 2024

Domestic Company-Owned Restaurants North America Franchising North America Commissaries International Total

Revenues from external customers $ 168,672 $ 33,831 $ 210,389 $ 39,098 $ 451,990

Intersegment revenues — 1,011 52,063 — 53,074

Segment revenue $ 168,672 $ 34,842 $ 262,452 $ 39,098 $ 505,064

Less segment expenses (a) :

COS - Product Costs $ 52,953 $ — $ 191,868 $ 12,996 $ 257,817

COS - Salaries & Benefits 56,554 — 29,307 1,615 87,476

COS - Other (d)

45,577 — 16,118 7,208 68,903

General & Administrative (b)

9,234 8,181 8,473 9,944 35,832

Other Segment Expenses (c)

Other Segment Expenses (d)

— — — 5,141 5,141

Segment adjusted EBITDA $ 7,885 $ 25,353 $ 12,447 $ 8,143 $ 53,828

Nine Months Ended September 28, 2025

Three Months Ended March 30, 2025

Domestic Company-Owned Restaurants North America Franchising North America Commissaries International Total

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COS - Salaries & Benefits 57,976 — 29,982 1,568 89,526

COS - Other (d)

COS - Other (b,c)

44,900 — 16,280 7,071 68,251

General & Administrative 10,750 9,563 9,292 8,844 38,449

Other Segment Expenses (c)

— — — 14,479 14,479

Segment adjusted EBITDA $ 18,838 $ 79,596 $ 58,205 $ 16,320 $ 172,959

Nine Months Ended September 29, 2024

Domestic Company-Owned Restaurants North America Franchising North America Commissaries International Total

Revenues from external customers $ 518,103 $ 103,937 $ 611,873 $ 132,318 $ 1,366,231

Intersegment revenues — 3,101 151,633 — 154,734

Segment revenue $ 518,103 $ 107,038 $ 763,506 $ 132,318 $ 1,520,965

Less segment expenses (a) :

COS - Product Costs $ 154,441 $ — $ 555,264 $ 39,224 $ 748,929

COS - Salaries & Benefits 170,532 — 87,799 12,118 270,449

COS - Other (d)

131,478 — 45,028 31,541 208,047

General & Administrative (b)

28,884 24,662 26,511 28,258 108,315

Other Segment Expenses (c)

Other Segment Expenses (d)

— — — 5,101 5,101

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(a) Segment expenses exclude Depreciation and amortization, Stock-based compensation expense, and certain General and Administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business (see reconciliation that follows).

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

These methodology updates have been reflected in the 2024 comparable results.

Refer to Note 23 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 29, 2024 for additional information.

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

(b) During the current year, the Company updated its internal cost allocation methodology for certain centrally incurred costs.

As a result, a portion of costs previously allocated to the Domestic Company‑owned restaurants segment is now reflected within Unallocated corporate expenses and the North America commissaries segment.

The change is prospective and does not affect total reported expenses.

Prior period segment information has not been recast.

This allocation methodology update resulted in a $ 2.1 million decrease in COS - Other for our Domestic Company-Owned restaurants, a $ 0.6 million increase in COS - Other for our North America commissaries segment, and a $ 1.5 million increase in Unallocated corporate expenses for th e three months ended March 29, 2026 as compared to the prior year comparable period.

(c) The segment expense category “COS - Other” includes delivery expenses, Company-owned restaurant advertising costs, occupancy costs, technology costs, aggregator fees, insurance, and other costs of sales.

(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.

(d) We have included “COS - Other” as a significant expense category beginning in the first quarter of 2025, consistent with the segment expense categories regularly provided to the CODM when evaluating segment performance and allocating resources.

“COS - Other” includes delivery expenses, Company-owned restaurant advertising costs, insurance, rent, aggregator fees, and other costs of sales.

For comparability purposes, we have recast quarterly 2024 segment results to include this expense category.

Reconciliation of Segment Results to Company Results

The following table reconciles total revenue from our segments to total revenues and total adjusted EBITDA from our segments to Income before income taxes (in thousands):

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

Total Segment revenue $ 464,339 $ 511,093

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Total revenues $ 478,609 $ 518,309

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

Total Segment adjusted EBITDA $ 53,828 $ 57,014

All Other adjusted EBITDA (a)

4,498 6,841 23,896 19,559

Unallocated corporate expenses, adjusted (b)

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___________________________________

(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.

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

These consist of operations that derive revenues from franchise contributions to marketing funds and information systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-based ordering platforms.

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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).

The increases in unallocated corporate expenses for the three and nine month periods ended September 28, 2025 were primarily due to incremental marketing investments and an increase in management incentive compensation compared to the prior year comparable period.

The decrease in Unallocated corporate expenses for the three months ended March 29, 2026 was primarily due to $ 4.5 million of expenses resulting from our bi-annual franchise operating conference incurred during 2025 as well as a $ 2.7 million year-over-year reduction in supplemental advertising costs.

(c) Other income/(expense) adjustments represent Depreciation and amortization, Stock-based compensation expense, and certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business.

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

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

For the periods above, the adjustments include:

Three Months Ended Nine Months Ended

(in thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

(In thousands) March 29, 2026 March 30, 2025

Depreciation and amortization $ 17,729 $ 18,343

Stock-based compensation expense 4,409 3,669

Gain on sale of QC Center properties — ( 41,289 ) — ( 41,289 )

International restructuring costs 231 3,862 4,862 19,514

Gain on refranchising transaction, net ( 853 ) —

Restructuring costs 4,110 2,180

Other costs (a)

1,804 1,495 6,302 5,495

Other (income)/expense adjustments $ 27,005 $ 25,659

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(a) For the three and nine months ended September 28, 2025, other costs is comprised of the following:

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 as well as transaction costs incurred in connection with the anticipated sale of our 70 % interest in a joint venture operating 85 restaurants (refer to “Note 11.

Divestitures” for further information), of which approximately $ 0.1 million was attributable to noncontrolling interests, and;

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

For the three and nine months ended September 29, 2024, represents a non-cash impairment charge related to fixed and intangible assets related to certain Domestic restaurants.

Refer to “Note 11.

Divestitures” of the “Notes to Condensed Consolidated Financial Statements” for further details.

(a) For the three months ended March 29, 2026, represents costs associated with project-based strategic initiatives that are not related to our ongoing operations.

For the three months ended March 30, 2025 other costs is comprised of costs incurred, net of anticipated insurance recoveries, arising from a tornado that damaged the Texas QC Center;

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

Disaggregation of Revenue

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No single external customer accounted for 10% or more of our total revenues.

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.

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Significant Accounting Policies.

In the following tables, revenues are disaggregated by major product/service line.

In the following tables, revenues are disaggregated by major product line.

The tables also include a reconciliation of the disaggregated revenues by the reportable segment (in thousands):

Three Months Ended September 28, 2025

Domestic Company-owned Restaurants North America Franchising North America Commissaries International All Other Elimination of Intersegment Revenue Total

Company-owned restaurant sales $ 165,194 $ — $ — $ 3,227 $ — $ — $ 168,421

Franchise royalties and fees — 34,958 — 13,254 — ( 1,161 ) 47,051

Commissary sales — — 259,489 20,178 — ( 50,086 ) 229,581

Other revenues — — — 3,278 22,463 ( 4,317 ) 21,424

Advertising funds revenue — — — 4,784 46,403 ( 9,510 ) 41,677

Total revenues $ 165,194 $ 34,958 $ 259,489 $ 44,721 $ 68,866 $ ( 65,074 ) $ 508,154

Three Months Ended September 29, 2024

Domestic Company-owned Restaurants North America Franchising North America Commissaries International All Other Elimination of Intersegment Revenue Total

Company-owned restaurant sales $ 168,672 $ — $ — $ 2,425 $ — $ — $ 171,097

Franchise royalties and fees — 34,842 — 12,000 — ( 1,012 ) 45,830

Commissary sales — — 262,452 18,600 — ( 52,063 ) 228,989

Other revenues — — — 2,789 20,247 ( 3,515 ) 19,521

Advertising funds revenue — — — 3,284 48,042 ( 9,956 ) 41,370

Total revenues $ 168,672 $ 34,842 $ 262,452 $ 39,098 $ 68,289 $ ( 66,546 ) $ 506,807

Nine Months Ended September 28, 2025

Three Months Ended March 29, 2026

Domestic Company-owned Restaurants North America Franchising North America Commissaries International All Other Elimination of Intersegment Revenue Total

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Total revenues $ 139,671 $ 34,687 $ 246,754 $ 43,227 $ 70,384 $ ( 56,114 ) $ 478,609

Nine Months Ended September 29, 2024

Three Months Ended March 30, 2025

Domestic Company-owned Restaurants North America Franchising North America Commissaries International All Other Elimination of Intersegment Revenue Total

6 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements