Wingstop Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of Wingstop Inc. (collectively with its direct and indirect subsidiaries on a consolidated basis, “Wingstop,” the “Company,” “we,” “our,” or “us”) should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (our “Annual Report”). The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Special Note Regarding Forward-Looking Statements,” below and “Risk Factors” beginning on page 11 of our Annual Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We operate on a 52- or 53-week fiscal year ending on the last Saturday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53-week year, which contains 14 weeks. Fiscal years 2025 and 2024 each contain 52 weeks. Overview Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world, with over 2,650 locations worldwide. We are dedicated to serving the world flavor through an unparalleled guest experience and offering of classic wings, boneless wings, tenders, and chicken sandwiches, always cooked to order and hand-sauced-and-tossed in 12 bold, distinctive flavors. The Company is primarily a franchisor, with approximately 98% of Wingstop’s restaurants currently owned and operated by independent franchisees. We believe our asset-light, highly-franchised business model generates strong operating margins and requires low capital expenditures, creating stockholder value through strong and consistent free cash flow and capital-efficient growth. Highlights for the fiscal first quarter 2025 compared to the fiscal first quarter 2024: • System-wide sales increased 15.7% to $1.3 billion; • 126 net new openings in the fiscal first quarter 2025; • Domestic AUV increased to $2.1 million; • Domestic same store sales increased 0.5%; • Digital sales increased to 72.0% of system-wide sales; • Total revenue increased 17.4% to $171.1 million; • Net income increased 221.0% to $92.3 million, or $3.24 per diluted share; • Adjusted net income and adjusted earnings per diluted share, both non-GAAP measures, was $28.3 million, or $0.99 per diluted share, comparable to the prior fiscal first quarter; and • Adjusted EBITDA, a non-GAAP measure, increased 18.4% to $59.5 million. 14 Key Performance Indicators Key measures that we use in evaluating our restaurants and assessing our business include the following: Number of restaurants. Management reviews the number of new restaurants, the number of closed restaurants, and the number of acquisitions and divestitures of restaurants to assess net new restaurant growth. Thirteen Weeks Ended March 29, 2025 March 30, 2024 Domestic Franchised Activity: Beginning of period 2,154 1,877 Openings 96 47 Closures — — Restaurants end of period 2,250 1,924 Domestic Company-Owned Activity: Beginning of period 50 49 Openings 1 1 Closures — — Restaurants end of period 51 50 Total Domestic Restaurants 2,301 1,974 International Franchised Activity (1) : Beginning of period 359 288 Openings 30 17 Closures (1) — Restaurants end of period 388 305 Total System-wide Restaurants 2,689 2,279 (1) Including U.S. territories. System-wide sales. System-wide sales represents net sales for all of our company-owned and franchised restaurants, as reported by franchisees. This measure allows management to better assess changes in our royalty revenue, our overall store performance, the health of our brand, and the strength of our market position relative to competitors. Our system-wide sales growth is driven by new restaurant openings as well as increases in same store sales. Domestic average unit volume (“AUV”). Domestic AUV consists of the average annual sales of all restaurants that have been open for a trailing 52-week period or longer. This measure is calculated by dividing sales during the applicable period for all restaurants being measured by the number of restaurants being measured. Domestic AUV includes revenue from both company-owned and franchised restaurants. Domestic AUV allows management to assess our domestic company-owned and franchised restaurant economics. Changes in domestic AUV growth are primarily driven by increases in same store sales and are also influenced by opening new restaurants. Domestic same store sales. Domestic same store sales reflects the change in year-over-year sales for the same store restaurant base. We define the same store restaurant base to include those restaurants open for at least 52 full weeks. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and permanent closures. We review same store sales for domestic company-owned restaurants as well as system-wide domestic restaurants. Domestic same store sales growth is driven by increases in transactions and average transaction size. Transaction size increases are driven by price increases or favorable mix shift from either an increase in items purchased or shifts into higher priced items. EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, net, income tax 15 expense (benefit), and depreciation and amortization, with further adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, certain system implementation costs, gains and losses on non-recurring transactions, and stock-based compensation expense. Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in methods of calculation. For a reconciliation of net income to EBITDA and Adjusted EBITDA and for further discussion of EBITDA and Adjusted EBITDA as non-GAAP measures and how we utilize them, see footnote 2 below. Adjusted Net Income and Adjusted Earnings Per Diluted Share. We define Adjusted net income as net income adjusted for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on non-recurring transactions, certain system implementation costs, and related tax adjustments that management believes are not indicative of the Company’s core operating results or business outlook over the long term. We define Adjusted earnings per diluted share as Adjusted net income divided by weighted average diluted share count. For a reconciliation of net income to Adjusted net income and for further discussion of Adjusted net income and Adjusted earnings per diluted share as non-GAAP measures and how we utilize them, see footnote 3 below. The following table sets forth our key performance indicators for the thirteen weeks ended March 29, 2025 and March 30, 2024 (in thousands, except unit data): Thirteen Weeks Ended March 29, 2025 March 30, 2024 Number of system-wide restaurants open at end of period 2,689 2,279 System-wide sales (1) $ 1,300,228 $ 1,123,607 Domestic restaurant AUV $ 2,135 $ 1,918 Domestic same store sales growth 0.5 % 21.6 % Company-owned domestic same store sales growth 1.4 % 6.2 % Total revenue $ 171,094 $ 145,789 Net income $ 92,265 $ 28,747 Adjusted EBITDA (2) $ 59,497 $ 50,263 Adjusted net income (3) $ 28,316 $ 28,747 (1) The percentage of system-wide sales attributable to company-owned restaurants was 2.3% and 2.5% for the thirteen weeks ended March 29, 2025 and March 30, 2024, respectively. The remainder was generated by franchised restaurants, as reported by our franchisees. (2) EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations on a period-over-period basis and would ordinarily add back non-cash expenses such as depreciation and amortization, as well as items that are not part of normal day-to-day operations of our business. Management uses EBITDA and Adjusted EBITDA: • as a measurement of operating performance because we believe they assist us in comparing the operating performance of our restaurants on a consistent basis, as they remove the impact of items not directly resulting from our core operations; 16 • for planning purposes, including the preparation of our internal annual operating budget and financial projections; • to evaluate the performance and effectiveness of our operational strategies; • to evaluate our capacity to fund capital expenditures and expand our business; and • to calculate incentive compensation payments for our employees, including assessing performance under our annual incentive compensation plan. By providing these non-GAAP financial measures, together with a reconciliation to the most comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are: • such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; • such measures do not reflect changes in, or cash requirements for, our working capital needs; • such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; • such measures do not reflect our tax expense or the cash requirements to pay our taxes; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and • other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures. Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only as performance measures and supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, certain system implementation costs, gains and losses on non-recurring transactions, and stock-based compensation expense. We believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our restaurants, and complicate comparisons of our internal operating results and operating results of other restaurant companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management measure our core operating performance over time by removing items that are not related to day-to-day operations. 17 The following table reconciles net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended March 29, 2025 and March 30, 2024 (in thousands): Thirteen Weeks Ended March 29, 2025 March 30, 2024 Net income $ 92,265 $ 28,747 Interest expense, net 8,910 4,544 Income tax expense 30,925 9,750 Depreciation and amortization 6,228 3,410 EBITDA $ 138,328 $ 46,451 Additional adjustments: Transaction costs (a) 497 — Loss on disposal of building (b) 6,534 — Gain on sale of investment (c) (92,485) — System implementation costs (d) 1,311 — Stock-based compensation expense (e) 5,312 3,812 Adjusted EBITDA $ 59,497 $ 50,263 (a) Represents non-recurring transaction costs that are not part of our ongoing operations and were incurred to execute the sale and subsequent reinvestment of the Company’s unconsolidated equity method investment in LPH, the Company’s United Kingdom master franchisee, during the fiscal first quarter 2025; all transaction costs are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income. (b) Represents a non-recurring loss on sale of an office building during the fiscal first quarter 2025, which was included in Loss on disposal of assets on the Consolidated Statements of Comprehensive Income. (c) Represents a non-recurring gain related to the sale of the Company’s unconsolidated equity method investment in LPH during the fiscal first quarter 2025, which was included in Investment income, net on the Consolidated Statements of Comprehensive Income. Refer to Note 9 in the Consolidated Financial Statements for additional information. (d) System implementation costs represent non-recurring expenses incurred related to the development and implementation of new enterprise resource planning and human capital management technology, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income. (e) Includes non-cash, stock-based compensation, net of forfeitures. (3) Adjusted net income and adjusted earnings per diluted share are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as determined by GAAP. These measures have not been prepared in accordance with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company believes the use of adjusted net income allows investors and analysts to better understand the results of the operations of the Company, by excluding certain items that have a disproportionate impact on the Company’s results for a particular period. Additionally, management believes adjusted net income and adjusted earnings per diluted share supplement GAAP measures and enable management to more effectively evaluate the Company’s performance period-over-period and relative to competitors. 18 The following table reconciles net income to Adjusted net income and calculates adjusted earnings per diluted share for the thirteen weeks ended March 29, 2025 and March 30, 2024 (in thousands): Thirteen Weeks Ended March 29, 2025 March 30, 2024 Numerator: Net income $ 92,265 $ 28,747 Adjustments: Transaction costs (a) 497 — Loss on disposal of building (b) 6,534 — Gain on sale of investment (c) (92,485) System implementation costs (d) 1,311 — Tax effect of adjustments (e) 20,194 — Adjusted net income $ 28,316 $ 28,747 Denominator: Weighted-average shares outstanding - diluted 28,509 29,478 Adjusted earnings per diluted share $ 0.99 $ 0.98 (a) Represents non-recurring transaction costs that are not part of our ongoing operations and were incurred to execute the sale and subsequent reinvestment of the Company’s unconsolidated equity method investment in LPH, the Company’s United Kingdom master franchisee, during the fiscal first quarter 2025; all transaction costs are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income. (b) Represents a non-recurring loss on sale of an office building during the fiscal first quarter 2025, which was included in Loss on disposal of assets on the Consolidated Statements of Comprehensive Income. (c) Represents a non-recurring gain related to the sale of the Company’s unconsolidated equity method investment in LPH during the fiscal first quarter 2025, which was included in Investment income, net on the Consolidated Statements of Comprehensive Income. Refer to Note 9 in the Consolidated Financial Statements for additional information. (d) System implementation costs represent non-recurring expenses incurred related to the development and implementation of new enterprise resource planning and human capital management technology, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income. (e) Represents the tax effect of the aforementioned adjustments to reflect corporate income taxes at an assumed effective tax rate of 24% for the thirteen weeks ended March 29, 2025, which includes provisions for U.S. federal income taxes, and assumes the respective statutory rates for applicable state and local jurisdictions. 19 Results of Operations Thirteen Weeks Ended March 29, 2025 compared to Thirteen Weeks Ended March 30, 2024 The following table sets forth our results of operations for the thirteen weeks ended March 29, 2025 and March 30, 2024 (dollars in thousands): Thirteen Weeks Ended Increase / (Decrease) March 29, 2025 March 30, 2024 $ % Revenue: Royalty revenue, franchise fees and other $ 78,775 $ 67,097 $ 11,678 17.4 % Advertising fees 62,272 50,149 12,123 24.2 % Company-owned restaurant sales 30,047 28,543 1,504 5.3 % Total revenue 171,094 145,789 25,305 17.4 % Costs and expenses: Cost of sales (1) 22,835 21,271 1,564 7.4 % Advertising expenses 65,795 53,192 12,603 23.7 % Selling, general and administrative 31,440 25,178 6,262 24.9 % Depreciation and amortization 6,228 3,410 2,818 82.6 % Loss on disposal of assets 6,535 — 6,535 NM* Total costs and expenses 132,833 103,051 29,782 28.9 % Operating income 38,261 42,738 (4,477) (10.5) % Interest expense, net 8,910 4,544 4,366 96.1 % Investment income, net (93,839) (303) (93,536) NM* Income before income tax expense 123,190 38,497 84,693 220.0 % Income tax expense 30,925 9,750 21,175 217.2 % Net income $ 92,265 $ 28,747 $ 63,518 221.0 % (1) Cost of sales includes all operating expenses of company-owned restaurants, including advertising expenses, but excludes depreciation and amortization, which are presented separately. *Not meaningful. Revenue During the thirteen weeks ended March 29, 2025, total revenue was $171.1 million, an increase of $25.3 million, or 17.4%, compared to $145.8 million in the comparable period in 2024. Royalty revenue, franchise fees and other increased $11.7 million, of which $10.0 million was due to net new franchise restaurant development, and $0.3 million was due to domestic same store sales growth of 0.5%. Other revenue increased by $0.8 million primarily due to an increase in vendor rebates compared to prior fiscal first quarter. Advertising fees increased $12.1 million primarily due to a 15.7% increase in system-wide sales during the fiscal first quarter 2025. $5.6 million of the increase was due to an increase in the national advertising fund contribution rate to 5.5% from 5.0%, effective the first day of the fiscal first quarter 2025. Company-owned restaurant sales increased $1.5 million, of which $0.5 million was related to company-owned same store sales growth of 1.4%, driven primarily by an increase in transactions, and $1.0 million was primarily related to company-owned restaurants opened and acquired since the prior fiscal first quarter. 20 Cost of sales The table below presents the major components of cost of sales (dollars in thousands): Thirteen Weeks Ended March 29, 2025 March 30, 2024 In dollars As a % of company-owned restaurant sales In dollars As a % of company-owned restaurant sales Food, beverage and packaging costs $ 11,241 37.4 % $ 9,903 34.7 % Labor costs 7,153 23.8 % 6,675 23.4 % Other restaurant operating expenses 5,191 17.3 % 5,410 19.0 % Vendor rebates (750) (2.5) % (717) (2.5) % Total cost of sales $ 22,835 76.0 % $ 21,271 74.5 % Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 37.4% in the thirteen weeks ended March 29, 2025, compared to 34.7% in the comparable period in 2024. This increase was primarily due to a 13.2% increase in the cost of bone-in chicken wings as compared to the prior year period. Labor costs as a percentage of company-owned restaurant sales were 23.8% for the thirteen weeks ended March 29, 2025, which was comparable to 23.4% for the thirteen weeks ended March 30, 2024. The increase is primarily due to an increase in company-owned restaurant wages, partially offset by the sale of corporate restaurants in the New York market to an existing franchisee during the fiscal fourth quarter 2024. Other restaurant operating expenses as a percentage of company-owned restaurant sales were 17.3% for the thirteen weeks ended March 29, 2025, compared to 19.0% for the thirteen weeks ended March 30, 2024. The decrease as a percentage of company-owned restaurant sales was primarily due to the sale of corporate restaurants in the New York market during the fiscal fourth quarter 2024, partially offset by an increase in the national advertising fund contribution rate to 5.5%, effective the first day of the fiscal first quarter 2025. Advertising expenses During the thirteen weeks ended March 29, 2025, advertising expenses were $65.8 million, an increase of $12.6 million compared to $53.2 million in the comparable period in 2024. Advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to the actual timing of the related advertising spend. Selling, general and administrative (“SG&A”) During the thirteen weeks ended March 29, 2025, SG&A expense was $31.4 million, an increase of $6.3 million compared to $25.2 million in the comparable period in 2024. The increase in SG&A expense was driven by an increase in headcount related expenses, inclusive of stock-based compensation, of $4.8 million to support the growth in our business, as well as system implementation costs of $1.3 million during the fiscal first quarter 2025. Depreciation and amortization During the thirteen weeks ended March 29, 2025, depreciation and amortization was $6.2 million, an increase of $2.8 million compared to $3.4 million in the comparable period in 2024. The increase in depreciation and amortization was primarily due to depreciation expense for software assets placed in service during the fiscal second quarter 2024 that relate to the launch of our proprietary technology platform: MyWingstop. Loss on disposal of assets, net During the thirteen weeks ended March 29, 2025, loss on disposal of assets, net, was $6.5 million related to a loss on sale of an office building during the fiscal first quarter 2025. Interest expense, net During the thirteen weeks ended March 29, 2025, interest expense, net was $8.9 million, an increase of $4.4 million compared to $4.5 million of interest expense, net in the comparable period in 2024. The increase was primarily driven by $7.8 million in interest expense related to the securitized financing transaction completed on December 3, 2024, which increased our 21 outstanding debt by $500 million, partially offset by additional interest income earned on our cash balances and interest earned on our investments, as compared to the prior year period. Investment income, net During the thirteen weeks ended March 29, 2025, investment income, net was $93.8 million, an increase of $93.5 million compared to $0.3 million in the comparable period in 2024. The increase was driven almost entirely by a gain recorded on the sale of the Company’s unconsolidated equity method investment in its United Kingdom franchisee during the fiscal first quarter 2025. See Note 9 of the Consolidated Financial Statements for further discussion. Income tax expense During the thirteen weeks ended March 29, 2025, we recognized income tax expense of $30.9 million, yielding an effective tax rate of 25.1%, comparable to an effective tax rate of 25.3% in the prior year period. The increase in total tax expense is primarily related to the increase in Investment income, net as a result of the gain on sale of our investment in LPH during the fiscal first quarter 2025. Liquidity and Capital Resources General. Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents on hand, and borrowings available under our securitized financing facility. Our primary requirements for liquidity and capital are working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, dividend payments, and the repurchase of shares of our common stock (if any). Historically, we have operated with minimal positive working capital or with negative working capital. We generally utilize available cash flows from operations to invest in our business, service our debt obligations, pay dividends, and repurchase shares of our common stock (if any). As of March 29, 2025, the Company had $251.4 million of cash and cash equivalents on its balance sheet. Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility, including our Variable Funding Notes, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future. The following table shows summary cash flows information for the thirteen weeks ended March 29, 2025 and March 30, 2024 (in thousands): Thirteen Weeks Ended March 29, 2025 March 30, 2024 Net cash provided by (used in): Operating activities $ 25,294 $ 44,659 Investing activities 40,495 (11,658) Financing activities (140,415) (9,615) Net change in cash and cash equivalents $ (74,626) $ 23,386 Operating activities . Our cash flows from operating activities are principally driven by sales at both franchise restaurants and company-owned restaurants, as well as franchise and development fees. We collect franchise royalties from our franchise owners on a weekly basis. Restaurant-level operating costs at our company-owned restaurants, unearned franchise and development fees, and corporate overhead costs also impact our cash flow from operating activities. Net cash provided by operating activities was $25.3 million in the thirteen weeks ended March 29, 2025, a decrease of $19.4 million from net cash provided by operating activities of $44.7 million in the thirteen weeks ended March 30, 2024. The decrease is primarily related to changes in Ad Fund cash and cash equivalents, directly related to the timing of payments for expenses incurred for national advertising, as well as changes in working capital. Investing activities . Our net cash provided by investing activities was $40.5 million in the thirteen weeks ended March 29, 2025, a change of $52.2 million from net cash used in investing activities of $11.7 million in the thirteen weeks ended March 30, 2024. The change is primarily due to proceeds from the sale of our non-controlling interest in LPH of $107.7 million offset by reinvestment in the newly formed entity of $75.4 million, as well as proceeds from the sale of an office building of $17.3 million. 22 Financing activities . Our net cash used in financing activities was $140.4 million in the thirteen weeks ended March 29, 2025, an increase of $130.8 million from net cash used in financing activities of $9.6 million in the thirteen weeks ended March 30, 2024. The increase is primarily related to $120.8 million in common stock repurchased under our share repurchase program as compared to the prior fiscal year period. Securitized financing facility . On December 3, 2024, the Company completed a securitized financing transaction, in which Wingstop Funding LLC, a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company (the “Issuer”), issued $500 million of its Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2024 Class A-2 Notes”). The Issuer also increased the capacity of its revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”) from $200 million to $300 million. Following the increase, borrowing capacity under the Variable Funding Notes permits borrowings of up to a maximum principal amount of $300 million, a portion of which may be used to issue letters of credit. The 2024 Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “2024 Notes.” The proceeds from the securitized financing transaction were used to pay related transaction fees and expenses, strengthen the Company's liquidity position and for general corporate purposes, including the repurchase of shares of the Company’s common stock. In addition to the 2024 Notes, the Company’s outstanding debt consists of its existing Series 2022-1 3.734% Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Class A-2 Notes”) and Series 2020-1 2.84% Fixed Rate Senior Secured Notes, Class A-2 (the “2020 Class A-2 Notes”). During the fiscal first quarter of 2025, the Company continued to have a leverage ratio under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and 2024 Class A-2 Notes of less than 5.0x. Per the terms of the Company’s debt agreements, principal payments can be suspended at the borrower’s election until the repayment date, as long as the Company maintains a leverage ratio of less than 5.0x. Accordingly, the Company elected to suspend payments, and the entire outstanding balance of the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes has been classified as long-term debt due after fiscal year 2026. Dividends. We paid a quarterly cash dividend of $0.27 per share of common stock, resulting in an aggregate of $7.6 million during the thirteen weeks ended March 29, 2025. On April 29, 2025 the Company’s Board of Directors declared a dividend of $0.27 per share, to be paid on June 6, 2025 to stockholders of record as of May 16, 2025, totaling approximately $7.5 million. We do not currently expect the restrictions in our debt instruments to impact our ability to make regular quarterly dividends pursuant to our quarterly dividend program. However, any future declarations of dividends, as well as the amount and timing of such dividends, are subject to capital availability and the discretion of our Board of Directors, which must evaluate, among other things, whether cash dividends are in the best interest of the Company and our stockholders. Share Repurchase Program. On December 5, 2024, the Company’s Board of Directors authorized the repurchase of up to an additional $500.0 million of its outstanding shares of common stock under its existing share repurchase program (the “Share Repurchase Program”). During the thirteen weeks ended March 29, 2025, the Company repurchased and retired 830,012 shares of its common stock at an average price of $257.40 per share, inclusive of common stock received as part of the final settlement under the ASR Agreement. As of March 29, 2025, $191.3 million remained available under the Share Repurchase Program. The authorization for the repurchase continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Company’s Board of Directors. Critical Accounting Policies and Estimates Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting estimates are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our critical accounting policies and estimates are identified and described in our annual consolidated financial statements and the related notes included in our Annual Report, and there have been no material changes since the filing of our Annual Report. Recent Accounting Pronouncements Refer to Note 1, Basis of Presentation , of the notes to the consolidated financial statements. 23 Special Note Regarding Forward-Looking Statements This report includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of our business strategies and our expectations concerning future operations, margins, profitability, trends, liquidity and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “may,” “will,” “should,” “expect,” “intend,” “plan,” “outlook,” “anticipate,” “believe,” “think,” “estimate,” “seek,” “predict,” “can,” “could,” “project,” “potential” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties, risks, and factors relating to our operations and business environments, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by these forward-looking statements. Such risks and other factors include those listed below and elsewhere in this report and our Annual Report, that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements: • our ability to effectively implement our growth strategy; • our relationships with, and the performance of, our existing and new franchises and franchisees, as well as actions by franchisees that could harm our business; • our ability to identify, recruit and contract with a sufficient number of qualified franchisees; • risks associated with food safety, food-borne illness and other health concerns; • our ability to successfully expand into new and existing markets; • our ability to effectively compete within our industry; • risks associated with changes in food and supply costs; • risks associated with interruptions in our supply chain, including availability of food products; • risks associated with data privacy, cybersecurity and the use and implementation of information technology, including heightened risks that may arise upon increased adoption of artificial intelligence technologies; • risks associated with our increasing dependence on digital commerce platforms and third-party delivery service providers; • uncertainty in the law with respect to the assignment or allocation of liabilities in the franchise business model; • risks associated with litigation against us or our franchisees; • risks associated with the availability and cost of labor; • our ability to successfully advertise and market our business; • risks associated with changes in customer preferences, perceptions and eating habits; • risks associated with our future performance and operating results falling below the expectations of securities analysts and investors; • risks associated with the geographic concentration of our business; • the impact on our business from unexpected events such as changes in trade relations and policies, including tariffs, retaliatory tariffs and other trade barriers, international conflict or war and related sanctions, acts of terrorism, civil unrest, epidemics and pandemics and severe weather; • our ability to comply with laws and government regulations, including those relating to food products, employment and franchising, advertising and consumer protection, or increased costs associated with new or changing regulations; • our ability to maintain adequate insurance coverage for our business; • risks associated with damage to our reputation or lack of acceptance of our brand in existing or new markets; • risks associated with our expansion into international markets and foreign government restrictions on operations; 24 • our ability to attract and retain our executive officers and other key employees; • our ability to protect our intellectual property, including trademarks, trade secrets and other proprietary rights; • the impact on our business from environmental, social and corporate governance matters; and • our ability to comply with the terms of our securitized debt financing and generate sufficient cash flows to satisfy our significant debt service obligations thereunder. The above list of factors is not exhaustive. Some of these and other factors are discussed in more detail under “Risk Factors” in our Annual Report. When considering forward-looking statements in this report or that we make in other reports or statements, you should keep in mind the cautionary statements in this report and future reports we file with the SEC. Any forward-looking statements made in this report speak only as of the date of the report, unless specified otherwise. New risks and uncertainties arise from time to time, and we cannot predict when they may arise or how they may affect us. Except as required by law, we assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. 25