What changed in this filing

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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-19 · 165 added, 81 removed, 892 unchanged (22% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

In addition, the design of disclosure controls and

procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 27, 2025 to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

39 unchanged sentences

Other Information

During the quarter ended December 28, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the fiscal quarter ended December 27, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement” or "non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

17 unchanged sentences

The exhibits listed below are filed or incorporated by reference as a part of this report.

3.1 Amended and Restated Certificate of Incorporation of Wingstop Inc., as amended through June 15, 2020, filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020 (File No.

001-37425) and incorporated herein by reference.

3.2 Amended and Restated Bylaws of Wingstop Inc., effective as of December 1, 2022, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-37425) on December 2, 2022 and incorporated herein by reference.

3.1 Amended and Restated Certificate of Incorporation of Wingstop Inc., as amended, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-37425) on May 2 3 , 2025 and incorporated herein by reference.

3.2 Amended and Restated Bylaws of Wingstop Inc., effective as of May 22, 2025, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

001-37425) on May 2 3 , 2025 and incorporated herein by reference.

4.1 Form of Stock Certificate for Common Stock, filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (Registration No.

63 unchanged sentences

001-37425) on December 4, 2024 and incorporated herein by reference.

Form of Performance-Based Restricted Stock Unit Award Agreement under the Wingstop Inc.

2024 Omnibus Incentive Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-37425) on September 1 5 , 2025 and incorporated herein by reference.

Form of Service-Based Restricted Stock Unit Award Agreement under the Wingstop Inc.

2024 Omnibus Incentive Plan, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-37425) on September 1 5 , 2025 and incorporated herein by reference.

Wingstop Inc.

Insider Trading Compliance Policy.

Insider Trading Compliance Policy , filed as Exhibit 19.1 to the Company ’ s Annual Report on Form 10 -K (File No.

001-37425) on February 1 9, 2025 and incorporated her ein by reference .

21.1* List of Subsidiaries of Wingstop Inc.

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Goebel Director February 18, 2026

/s/ Thomas R.

Greco Director February 18, 2026

/s/ Michael J.

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Smith Director February 18, 2026

/s/ Thomas R.

Greco Director February 19, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Trademarks 32,700 32,700

Customer relationships, net 6,476 7,740

Other non-current assets 31,735 14,949

Investments 87,164 8,511

Other non-current assets, net 42,964 29,700

Total assets $ 693,409 $ 716,246

19 unchanged sentences

Retained deficit ( 744,915 ) ( 676,940 )

Accumulated other comprehensive loss ( 501 ) ( 341 )

Accumulated other comprehensive income (loss) 6,349 ( 501 )

Total stockholders' deficit ( 736,762 ) ( 675,586 )

22 unchanged sentences

Interest expense, net 35,784 21,292 18,227

Loss on debt extinguishment and financing transactions — — 814

Other (income) expense ( 2,866 ) 57 573

Investment (income) expense ( 93,682 ) ( 2,866 ) 57

Income before income tax expense 237,189 147,190 94,310

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Dividends declared on common stock and equivalents — — ( 16,239 ) ( 8,490 ) — ( 24,729 )

Purchases of common stock

( 645,952 ) ( 7 ) ( 391 ) ( 125,878 ) — ( 126,276 )

Currency translation adjustment — — — — 296 296

31 unchanged sentences

(Gain) loss on disposal of assets 6,535 ( 1,038 ) 95

Loss on debt extinguishment — — 814

Gain on sale of investment ( 92,485 ) — —

Non cash investment income ( 8,770 ) — —

Amortization of debt issuance costs 3,129 2,150 2,043

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Payments for investments ( 76,513 ) ( 500 ) ( 808 )

Proceeds from sale of investments 107,700 — —

Cash used in investing activities ( 17,456 ) ( 62,477 ) ( 52,153 )

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Dividends paid ( 32,382 ) ( 28,869 ) ( 24,907 )

Cash provided by (used in) financing activities 144,765 ( 155,487 ) 103,254

Net increase in cash, cash equivalents, and restricted cash 239,898 ( 86,039 ) 150,809

Cash (used in) provided by financing activities ( 266,730 ) 144,765 ( 155,487 )

Net change in cash, cash equivalents, and restricted cash ( 131,121 ) 239,898 ( 86,039 )

Cash, cash equivalents, and restricted cash at beginning of period 359,574 119,676 205,715

Cash, cash equivalents, and restricted cash at end of period $ 228,453 $ 359,574 $ 119,676

WINGSTOP INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows (continued)

(amounts in thousands)

Fiscal Year Ended

2025 December 28,

2024 December 30,

Supplemental information:

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As of December 27, 2025, the Company had a total of 3,056 restaurants in its system.

The Company's restaurant base is 98 % franchised, with 2,513 franchised restaurants (including 359 international restaurants) and 50 company-owned restaurants as of December 28, 2024.

The Company's restaurant base is approximately 98 % franchised, with 2,999 franchised restaurants (including 470 international restaurants) and 57 company-owned restaurants as of December 27, 2025.

Summary of Significant Accounting Policies

3 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the financial statements and accompanying footnotes to conform to the Company’s current period presentation.

(b) Fiscal Year End

The Company uses a 52/53-week fiscal year that ends on the last Saturday of the calendar year.

Fiscal years 2024, 2023, and 2022 included 52, 52, and 53 weeks, respectively.

The 53 rd week in fiscal 2022 fell in the fiscal fourth quarter.

Fiscal years 2025, 2024, and 2023 each consisted of 52 weeks.

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions, primarily related to long-lived asset valuation, indefinite and finite lived intangible asset valuation, income taxes, investments, leases, stock-based compensation, contingencies, and common stock equity valuations.

These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the period.

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The Company administers the Ad Fund, for which a percentage of gross sales is collected from domestic restaurant franchisees and company-owned restaurants to be used for various forms of advertising for the Wingstop brand.

Effective the first day of the fiscal second quarter of 2024, domestic franchisees’ contribution rates to the national advertising fund increased to 5.3 %, up from 5 %, of gross sales.

Effective the first day of fiscal year 2025, domestic franchisees’ contribution rates to the national advertising fund increased to 5.5 %, up from 5.3 %, of gross sales.

The national advertising fund contribution rate was 5.3 % for fiscal year 2024.

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(r) Recent Accounting Pronouncements

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

Improvements to Income Tax Disclosures .

The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and can be applied either prospectively or retrospectively.

We are currently evaluating the impact of adopting this ASU on our disclosures.

In November 2024, Financial Accounting Standards Board (the “FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

The amendment is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and can be applied either prospectively or retrospectively.

We are currently evaluating the impact of adopting this ASU on our disclosures.

In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Clarifying the Effective Date , which clarifies the effective date of ASU 2024-03 for all public business entities to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 can be applied either prospectively or retrospectively.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets.

The amendment is effective for annual and interim reporting periods beginning after December 15, 2025, on a prospective basis, with early adoption permitted.

We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

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

Targeted Improvements to the Accounting for Internal-Use Software , which updated software development recognition guidance.

The guidance is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our financial statements and disclosures.

Recently adopted

In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure (“Segment Reporting”).

The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

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

Improvements to Income Tax Disclosures .

The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The Company adopted this guidance for the fiscal year ending December 27, 2025.

Refer to Note 18 for our disclosure related to business segments.

Refer to Note 9 for our disclosure related to income taxes.

We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements.

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Diluted weighted average shares outstanding 28,074 29,384 29,856

We had approximately 1,000 and 19,000 equity awards outstanding at December 28, 2024 and December 31, 2022, respectively, that were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

At December 27, 2025 and December 28, 2024, approximately 1,000 equity awards were outstanding and were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

No equity awards were excluded from the dilutive earnings per share calculation at December 30, 2023 because the effect would have been anti-dilutive.

2 unchanged sentences

Subsequent to the end of fiscal year 2025, on February 17, 2026, the Company’s board of directors declared a quarterly dividend of $ 0.30 per share of common stock, to be paid on March 27, 2026 to stockholders of record as of March 6, 2026, totaling approximately $ 8.3 million.

Separate from the Company's regular dividend program, the Company declared and paid special dividends of $ 119.5 million, or $ 4.00 per share of common stock, in fiscal year 2022.

No special dividends were declared or paid during fiscal years 2024 and 2023.

Share Repurchase Program

On August 17, 2023, the Company’s board of directors approved a share repurchase program with authorization to purchase up to $ 250.0 million of its outstanding shares of common stock (the “August 2023 Authorization”).

On December 5, 2024, the board of directors authorized the purchase of an additional $ 500.0 million of its outstanding shares of common stock under the share repurchase program (the “December 2024 Authorization” and together with the August 2023 Authorization, the “Share Repurchase Program”), following the substantial completion of purchases of common stock under the August 2023 Authorization.

As of December 28, 2024, the Company had $ 311.1 million of availability remaining under the Share Repurchase Program.

On December 9, 2024, the Company entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with a third-party financial institution to repurchase $ 250.0 million of the Company’s common stock under its Share Repurchase Program.

Pursuant to the ASR Agreement, during the fiscal fourth quarter of 2024 the Company made an initial payment to the financial institution of $ 250.0 million in cash and received and retired an initial delivery of 551,325 shares of common stock, representing an estimated 75 % of the total shares expected to be delivered under the 2024 ASR Agreement, based on the closing price on the date of initial delivery of $ 328.54 .

The delivery of any remaining shares will occur at the final settlement of the transactions under the 2024 ASR Agreement, which is scheduled to occur in the fiscal first quarter of 2025.

The number of shares to be delivered upon final settlement is based on the daily volume-weighted average share prices during the valuation period specified in the ASR Agreement, less a discount and subject to adjustments.

In addition to the shares repurchased in connection with the 2024 ASR Agreement, during fiscal year 2024, the Company repurchased 169,479 shares with an aggregate purchase price of $ 377.09 , under the August 2023 Authorization.

After taking into consideration these repurchases, with the initial delivery under the 2024 ASR Agreement in December 2024 described above, the Company completed the August 2023 Authorization.

In August 2023, the Company entered into an accelerated share repurchase agreement (the “2023 ASR Agreement”) with a third-party financial institution to repurchase $ 125.0 million of the Company’s common stock as part of the August 2023 Authorization.

Under the 2023 ASR Agreement, the Company paid the financial institution $ 125.0 million in cash and received and retired a total of 645,952 shares of common stock at an average share price of $ 193.51 .

The following table summarized shares repurchased and retired, and the average price per share, during the periods presented:

December 27, 2025 December 28, 2024 December 30, 2023

Weighted average price per share

2023 & 2024 ASR Agreements

317,202 292.28 551,325 305.33 645,952 $ 193.51

Share repurchases

901,191 243.81 169,479 377.09 — —

Total share repurchases 1,218,393 $ 256.43 720,804 $ 322.20 645,952 $ 193.51

In August 2023, the Company announced a share repurchase program (the "Share Repurchase Program”), authorizing the repurchase of up to $ 250.0 million of its outstanding shares of common stock and entered into an accelerated share repurchase agreement (the “2023 ASR Agreement”) with a third-party financial institution to repurchase $ 125.0 million of the Company’s common stock.

Final settlement of the 2023 ASR Agreement occurred in December 2023.

The total number of shares repurchased under the ASR Agreement was based on a daily volume-weighted average share price during the valuation period specified in the ASR Agreement, less a discount.

In December 2024, the Company’s Board of Directors authorized the purchase of an additional $ 500.0 million of its outstanding shares of common stock under the Share Repurchase Program and entered into an accelerated share repurchase agreement (the "2024 ASR Agreement”) with a third-party financial institution to repurchase $ 250.0 million of the Company’s common stock.

Final settlement of the 2024 ASR Agreement occurred in February 2025.

Since the inception of the Company’s share repurchase program in August 2023, the Company has repurchased and retired 2,585,149 shares of its common stock at an average price of $ 258.64 .

As of December 27, 2025, $ 91.3 million remained available under the Share Repurchase Program.

(4) Fair Value Measurements

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The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature.

Fair value of debt is determined on a non-recurring basis, which results are summarized as follows (in thousands):

Certain assets are measured at fair value on a non-recurring basis using Level 3 inputs.

The fair value of the Company’s preferred equity investment in the Company’s United Kingdom master franchisee Lemon Pepper Holdings Ltd.

(“LPH”) was estimated using a discounted cash flow model that incorporates unobservable inputs, including expected cash flows, discount rates, and an assumed maturity term of approximately five years.

Based on this valuation approach, the estimated fair value of the preferred investment was determined at $ 87.5 million.

The carrying value of the investment as of December 27, 2025 was $ 85.6 million, net of an allowance for credit losses of $ 5.1 million.

Fair value of debt and the investment in debt securities are determined on a non-recurring basis, which results are summarized as follows (in thousands):

December 27, 2025 December 28, 2024

7 unchanged sentences

Level 2 $ 500,000 $ 514,500 $ 500,000 $ 496,050

Investments in bonds of LPH (Note 10) (2)

Investments in bonds of LPH (2)

Level 3 $ 85,597 $ 87,482 $ 3,699 $ 4,560

1 unchanged sentence

(2) The fair value approximates discounted cash flows using current market rates for debt investments with similar maturities and credit risk.

Refer to Note 10 for additional information regarding the Company’s investments

The Company also measures certain non-financial assets (primarily long-lived assets, intangible assets, and goodwill) at fair value on a non-recurring basis in connection with its periodic evaluations of such assets for potential impairment.

(5) Accounts Receivable, net

13 unchanged sentences

Capitalized software 88,960 79,186

Land 2,828 2,828

Property and equipment, gross 188,446 172,331

18 unchanged sentences

Customer relationships (1)

26,300 26,300 20.0

Franchise rights (1)

3 unchanged sentences

Intangible assets, net $ 56,873 $ 52,065

(1) Included within Other non-current assets net of associated accumulated amortization within the Consolidated Balance Sheets.

(1) Included within Other non-current assets, net within the Consolidated Balance Sheets.

Amortization expense for definite-lived intangibles was $ 4.3 million in fiscal year 2025, $ 3.3 million in fiscal year 2024, and $ 2.7 million in fiscal year 2023.

18 unchanged sentences

2024 December 30,

Income (losses) before taxes

$ 134,071 $ 153,831 $ 97,182

103,118 ( 6,641 ) ( 2,872 )

Total income before taxes

$ 237,189 $ 147,190 $ 94,310

Current expense

6 unchanged sentences

Income tax expense $ 62,922 $ 38,473 $ 24,135

A reconciliation of income tax at the U.S.

federal statutory tax rate (using a statutory tax rate of 21 %) to income tax expense for fiscal years 2024, 2023, and 2022 in dollars is as follows (in thousands):

2024 December 30,

We adopted ASU 2023-09 "Income Taxes (Topic 740):

Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 27, 2025.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 27, 2025 (in thousands):

federal statutory tax rate

$ 49,809 21.00 %

State and local taxes, net of federal income tax effect (a)

Foreign tax effects

Effects of cross-border tax laws

Subpart F income

Basis difference in foreign investments

Other ( 1,233 ) ( 0.52 )

( 2,030 ) ( 0.85 )

Nontaxable or nondeductible items

Excess tax benefits from equity compensation

( 4,035 ) ( 1.70 )

Officer compensation disallowance

Reversal of GAAP gain on sale of business interest

( 20,420 ) ( 8.61 )

Other ( 995 ) ( 0.42 )

Changes in unrecognized tax benefits

Other adjustments

( 1,352 ) ( 0.57 )

Effective tax rate

62,922 26.53 %

(a) State taxes in California and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

The following table presents the required disclosures prior to adoption of ASU 2023-09 and reconciles the income tax at the U.S.

federal statutory tax rate to the global effective income tax rate for fiscal years 2024 and 2023 in dollars (in thousands):

2024 December 30,

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Intangible assets ( 14,800 ) ( 10,275 )

Research and development expenses

( 15,657 ) ( 733 )

Right of use assets ( 11,326 ) ( 11,227 )

Property and equipment ( 1,298 ) ( 4,351 )

Basis difference in foreign investments

( 61,476 ) ( 26,586 )

8 unchanged sentences

The Company's income tax returns prior to tax year 2021 are generally considered closed to examination by the applicable tax authorities.

In fiscal year 2024, the Internal Revenue Service commenced an examination of the Company’s U.S.

income tax return for fiscal year 2021.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

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At December 27, 2025 and December 28, 2024, the amount of unrecognized tax benefits was $ 5.3 million and $ 2.3 million, respectively, which, if ultimately recognized, would reduce the Company’s effective tax rate.

The components of income taxes paid were as follows (in thousands):

December 27, 2025

Net income taxes paid - federal

Net income taxes paid - state

Net income taxes paid - foreign

Income taxes paid

On July 4, 2025, the One Big Beautiful Bill Act ("the Act") was signed into law.

The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100 percent bonus depreciation, domestic research cost expensing, and makes modifications to the international tax framework.

The Act includes multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027.

All relevant law changes taking effect in 2025 are reflected in the December 27, 2025 financial statements.

We will continue to evaluate the impact of the Act's provisions that take effect in future years.

(10) Investments

Subsequent to the end of fiscal year 2024, Lemon Pepper Holdings Ltd., the Company’s unconsolidated equity method investment, completed a transaction to sell all its outstanding equity to an affiliate of Sixth Street Partners, LLC.

The Company received proceeds of $ 107 million in the fiscal first quarter 2025.

The carrying value of the Company’s investment, recorded within Other assets on the Consolidated Balance Sheets, was $ 4.8 million as of December 28, 2024.

The transaction is expected to result in a gain, which will be recorded in the fiscal first quarter 2025.

The Company acquired a 15 % non-controlling interest in the newly formed entity, for an aggregate amount of $ 76 million.

In the first fiscal quarter of 2025, LPH, which was an unconsolidated equity method investment of the Company, completed a transaction to sell all its outstanding equity to a third party.

The Company received proceeds of $ 107.7 million in the fiscal first quarter 2025 and recognized a gain of $ 97.2 million in Investment (income) expense on the Consolidated Statements of Comprehensive Income.

The Company reinvested $ 75.4 million in a newly formed entity for an 18.75 % non-controlling equity interest.

Substantially all of the reinvestment in the newly formed entity consisted of preference shares, which will be accounted for as held-to-maturity debt securities, recorded on an amortized cost basis.

Interest income related to the securities will be recognized

using the effective interest method in Interest expense, net on the Consolidated Statements of Comprehensive Income.

Held-to-maturity debt securities are evaluated for credit losses on a quarterly basis under CECL methodology with an allowance recorded within Investments on the Consolidated Balance Sheets for expected lifetime credit losses.

When evaluating an investment for its current expected credit losses, the Company reviews factors such as credit ratings, term and macroeconomic trends, including current conditions and forecasts to the extent they are reasonable and supportable.

In connection with the investment in preference shares during the fiscal first quarter 2025, the Company recorded a provision for credit losses of $ 4.7 million in Investment (income) expense on the Consolidated Statements of Comprehensive Income.

In addition, the Company received 18.75 % of the outstanding common shares, which will be accounted for using the equity method of accounting, under which the Company’s share of the income of the investee will be recorded in Investment (income) expense on the Consolidated Statements of Comprehensive Income.

(11) Debt Obligations

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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 may be used to issue letters of credits.

Following the increase, borrowing capacity under the Variable Funding Notes permits borrowings of up to a maximum principal amount of $ 300 million, of which a portion 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.

1 unchanged sentence

No borrowings were outstanding under the Variable Funding Notes as of December 27, 2025.

The 2024 Notes were issued in a securitization transaction, which is guaranteed by certain limited-purpose, bankruptcy-remote, wholly owned indirect subsidiaries of the Company and secured by a security interest in substantially all of their assets, including certain domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, intellectual property, and vendor rebate contracts.

including certain domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, intellectual property, and vendor rebate contracts.

The 2024 Notes were issued pursuant to a second amended and restated base indenture and related supplemental indentures (collectively, the “Indenture”).

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If the Issuer has not repaid or refinanced the 2024 Class A-2 Notes prior to the anticipated repayment date, additional interest will accrue on the 2024 Notes.

The Variable Funding Notes accrue interest at a variable rate based on (i) the prime rate, (ii) the overnight federal funds rates, (iii) the secured overnight financing rate, or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable

margin, as more fully set forth in the 2024 Variable Funding Note Purchase Agreement, dated December 3, 2024, and the indenture supplement.

Commitment fees and other usage fees apply to the Variable Funding Notes facility depending on the type of borrowing requested.

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As of December 27, 2025, the Company was in compliance with all financial covenants.

During the first quarter of 2022, as a result of the termination of the 2020 variable funding note facility, the Company recorded a loss on debt extinguishment of $ 0.8 million related to the write-off of previously capitalized financing costs.

Total debt issuance costs incurred and capitalized in connection with the issuance of the 2022 Notes were $ 5.5 million.

Total debt issuance costs incurred and capitalized in connection with the issuance of the 2024 Notes and 2022 Notes were $ 8.0 million and $ 5.5 million, respectively.

As of December 27, 2025, the Company’s leverage ratio under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes was less than 5.0 x.

18 unchanged sentences

Variable lease cost (2)

1,101 987 733

Total lease cost $ 8,799 $ 7,800 $ 4,256

13 unchanged sentences

2025 December 28,

Right-of-use assets Other non-current assets $ 49,046 $ 19,092

Right-of-use assets Other non-current assets, net

$ 48,637 $ 49,046

Current lease liabilities Other current liabilities 3,232 1,059

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The total intrinsic value of stock options exercised was $ 1.0 million, $ 2.0 million, and $ 0.4 million for fiscal years 2025, 2024, and 2023, respectively.

As of December 28, 2024, there was $ 40,000 of total unrecognized stock compensation expense related to non-vested stock options, which will be recognized over a weighted average period of approximately 0.2 years.

As of December 27, 2025, there was no unrecognized stock compensation expense related to non-vested stock options.

Restricted Stock Units

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Performance stock units (“PSUs”) represent a right to receive a certain number of shares of common stock based on the achievement of company performance goals and continued employment during the vesting period.

Performance stock units cliff-vest at the end of a three year service period or vest in equal annual amounts over a three year period.

Performance stock units cliff-vest at the end of a three year service period, cliff-vest at the end of a five year service period, or vest in equal annual amounts over a three year period.

Vested amounts may range from 0 % to a maximum of 250 % of targeted amounts depending on the achievement of performance measures at the end of each vesting period.

16 unchanged sentences

(16) Restaurant Transactions

During fiscal year 2024, the Company completed the sale of seven company-owned restaurants in the New York market to a franchisee for aggregate proceeds of $ 4.0 million.

In connection with the sale of the restaurants, the Company recorded a $ 1.0 million pre-tax gain on the sale of the related assets and liabilities, which was net of $ 31,000 reduction in goodwill.

The net gain on these restaurant sales was recorded in Gain on sale of restaurants and other expense, net in the Consolidated Statements of Comprehensive Income as of December 28, 2024.

The Company acquired four restaurants from franchisees during the fiscal year ended December 28, 2024, and three restaurants from franchisees during each of the fiscal years ended December 30, 2023 and December 31, 2022.

The Company acquired five restaurants from franchisees during the fiscal year ended December 27, 2025, four restaurants from franchisees during the fiscal year ended December 28, 2024, and three restaurants from franchisees during the fiscal year ended December 30, 2023.

The total purchase prices are reflected in the table below and were all funded by cash flows from operations.

12 unchanged sentences

The fair value measurement of tangible and intangible assets and liabilities as of the acquisition date is based on significant inputs not observed in the market and thus represents a Level 3 fair value measurement.

Fair value measurements for reacquired

franchise rights were determined using the income approach.

Fair value measurements for reacquired franchise rights were determined using the income approach.

Fair value measurements for property and equipment were determined using the cost approach.

During fiscal year 2024, the Company completed the sale of seven company-owned restaurants in the New York market to a

franchisee for aggregate proceeds of $ 4.0 million.

In connection with the sale of the restaurants, the Company recorded a

$ 1.0 million pre-tax gain on the sale of the related assets and liabilities, which was net of a $ 31,000 reduction in goodwill.

net gain on these restaurant sales was recorded in (Gain) loss on disposal of assets in the Consolidated

Statements of Comprehensive Income.

(17) Revenue from Contracts with Customers

5 unchanged sentences

Franchise fees 6,505 6,080 5,064

Franchise fee, development fee, and international territory fee payments received by the Company are recorded as deferred revenue on the Consolidated Balance Sheets, which represents a contract liability.

Franchise fee, development fees, and international territory fee payments received by the Company are recorded as deferred revenue on the Consolidated Balance Sheets, which represents a contract liability.

Deferred revenue is reduced as fees are recognized in revenue over the term of the franchise license for the respective restaurant.

As the term of the franchise license is typically ten years , substantially all of the franchise fee revenue recognized in the current fiscal year was included in the deferred revenue balance as of December 30, 2023.

As the term of the franchise license is typically ten years , substantially all of the franchise fee revenue recognized in the current fiscal year was included in the

deferred revenue balance as of December 28, 2024.

Approximately $ 13.6 million and $ 13.5 million of deferred revenue as of December 27, 2025 and December 28, 2024, respectively, relates to restaurants that were not yet opened, so the fees are not yet being amortized.

32 unchanged sentences

System implementation costs 5,839 1,713 —

Amortization of capitalized system implementation costs 934 — —

Stock-based compensation expense 24,878 22,060 15,558

5 unchanged sentences

Interest expense, net 35,784 21,292 18,227

Loss on debt extinguishment and financing transactions — — 814

Other (income) expense ( 2,866 ) 57 573

Investment (income) expense

( 93,682 ) ( 2,866 ) 57

Income tax expense 62,922 38,473 24,135

2 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-K

Item 9A. Controls and Procedures