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AFTER HRS · 17:05 ET
Market ClerkRecap
Thu Oct 22 · after hours6 signals today108 insider buys this week · $250.3MCIRO short report next: Oct 31The week ahead

DPZ

DOMINOS PIZZA INC
NASDAQ · CONSUMER STAPLES · WHOLESALE-GROCERIES & RELATED PRODUCTS
316.25
+5.10 +1.64%
USD · close Oct 22
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Work order
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Insiders, 90 days
0
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buys / sells · latest disclosed Oct 12
Big money
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nobody we score has called it yet
MKT CAP $10.4BP/E 18.0DIV YIELD 2.20%FCF YIELD 6.45%REV TTM $4.9B +5.0%NET INCOME $601.7M +3.0%NET CASH $214.4M52W 283.03 – 438.42SEC XBRL · TTM TO Invalid Date

How DPZ rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
34%
of sentences unchanged
Added
323
new sentences
Dropped
342
sentences removed
Length
−895
words, now 28,308

New in FY2025

  • There can be no assurance that our business will generate sufficient cash flows from operations or that future borrowings will be available under our 2025 Variable Funding Notes or otherwise to enable us to service our indebtedness, or to make anticipated capital expenditures.
  • Our future operating performance and our ability to service, extend or refinance our Notes (defined below) and to service, extend or refinance our 2025 Variable Funding Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.
  • Restricted Cash As of December 28, 2025, we had $165.8 million of restricted cash and cash equivalents held for future principal and interest payments and other working capital requirements of our asset-backed securitization structure, $50.1 million of restricted cash equivalents held in a three-month interest reserve as required by the related debt agreements and $0.2 million of other restricted cash for a total of $216.1 million of restricted cash and cash equivalents.
  • As of December 28, 2025, we also held $92.2 million of advertising fund restricted cash and cash equivalents which can only be used for activities that promote the Domino’s brand.
  • Long-Term Debt 2025 Refinancing On September 5, 2025, we completed a refinancing transaction (the “2025 Refinancing”) in which certain of our subsidiaries issued new notes pursuant to an asset-backed securitization.
  • The notes consist of $ 500.0 million Series 2025-1 4.930 % Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated repayment date of July 2030 (the “2025 Five-Year Notes”) and $ 500.0 million Series 2025-1 5.217 % Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated repayment date of July 2032 (the “2025 Seven-Year Notes,” and collectively with the 2025 Five-Year Notes, the “2025 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.
  • The proceeds from the issuance of the 2025 Notes, as well as $160.0 million of our unrestricted cash and cash equivalents, were used to (i) repay the remaining $742.0 million in outstanding principal under our 2015 Ten-Year Notes and the remaining $402.7 million in outstanding principal under the Company’s 2018 7.5-Year Notes, (ii) prefund a portion of the interest payable on the 2025 Notes and (iii) pay transaction fees and expenses.
  • In connection with the 2025 Refinancing, we capitalized $15.4 million of debt issuance costs, which are being amortized into interest expense over the five and seven-year expected terms of the 2025 Notes.
  • Additional information related to the 2025 Refinancing is included in Note 3 to our consolidated financial statements. 2021 Recapitalization On April 16, 2021, we completed the 2021 Recapitalization in which certain of our subsidiaries issued notes pursuant to an asset-backed securitization.
  • The notes consisted of $425.0 million Series 2018-1 4.116% Fixed Rate Senior Secured Notes, Class A-2-I with a term of 7.5 years (the “2018 7.5-Year Notes”), and $400.0 million Series 2018-1 4.328% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated term of 9.25 years (the “2018 9.25-Year Notes”).
  • The 2018 7.5-Year Notes were repaid in connection with the 2025 Refinancing.
  • The notes consisted of $300.0 million Series 2017-1 Floating Rate Senior Secured Notes, Class A-2-I with an anticipated term of five years (the “2017 Floating Rate Notes”), $600.0 million Series 2017-1 3.082% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated term of five years (the “2017 Five-Year Notes”), and $1.0 billion Series 2017-1 4.118% Fixed Rate Senior Secured Notes, Class A-2-III with an anticipated term of 10 years (the “2017 Ten-Year Notes”).
  • Additional information related to the 2017 Recapitalization is included in Note 3 to our consolidated financial statements. 2025 Variable Funding Notes In connection with the 2025 Refinancing, certain of our subsidiaries issued the 2025 Variable Funding Notes.
  • In connection with the issuance of the 2025 Variable Funding Notes, our previous $200.0 million Series 2021-1 and $120.0 million Series 2022-1 variable funding note facilities were canceled.
  • Additional information related to the 2025 Variable Funding Notes is included in Note 3 to our consolidated financial statements.
  • Fixed-Rate Notes The 2025 Notes, 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes are collectively referred to as the “Notes.” The Notes have original scheduled principal payments of $49.3 million in 2026, $1.34 billion in 2027, $836.4 million in 2028, $647.8 million in 2029, $495.0 million in 2030, $927.5 million in 2031 and $470.0 million in 2032.
  • However, in accordance with our debt agreements, the payment of principal on the 2025 Notes may be suspended if either the Holdco Leverage Ratio or Senior Leverage Ratio is less than or equal to 5.5x total debt to either Consolidated Adjusted EBITDA or Securitized Net Cash Flow, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable.
  • Further, in accordance with our debt agreements, the payment of principal on the 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes may be suspended if the Holdco Leverage Ratio is less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable.
  • As of the end of the fourth quarter of 2025 and the end of the fourth quarter of 2024, we satisfied the non-amortization tests for each respective series of notes, and accordingly, the outstanding principal amounts of the notes have been classified as long-term debt in the consolidated balance sheet as of December 28, 2025.
  • As of December 29, 2024, current portion of long-term debt included the outstanding principal amounts under the 2015 Ten-Year Notes and the 2018 7.5-Year Notes for which the anticipated repayment date was October 2025.
  • The covenant requires a minimum coverage ratio of 1.75x total debt service to Securitized Net Cash Flow, each as defined in the indenture governing the securitized debt.
  • Capital Expenditures and Other Material Cash Requirements In the past three years, we have spent approximately $338.8 million on capital expenditures.
  • In 2025, we spent $120.6 million on capital expenditures which primarily related to investments in our consumer and store technology, supply chain centers, corporate store operations and other corporate capital expenditures.
  • We plan to continue investing in consumer and store technology, supply chain centers and corporate store operations, and we expect that our capital expenditures will be approximately $120 million in 2026.
  • We expect to continue to use our unrestricted cash and cash equivalents, cash flows from operations, any excess cash from our refinancing and recapitalization transactions and available borrowings under our 2025 Variable Funding Notes to, among other things, fund working capital requirements, invest in our core business and other strategic opportunities, repay outstanding borrowings under our securitized debt, pay dividends and repurchase and retire shares of our common stock.
  • As of December 28, 2025 and December 29, 2024, the fair value of our investment in DPC Dash was $36.1 million and $82.7 million, respectively.
  • The fair value of our investment in DPC Dash was based on the active exchange quoted price for the equity security of HK$71.90 per share as of December 28, 2025 and HK$79.25 per share as of December 29, 2024.
  • We owned 3,901,019 and 8,101,019 ordinary shares as of December 28, 2025 and December 29, 2024, representing 3.0% and 6.2% of DPC Dash’s ordinary shares as of the respective dates.
  • We sold 4,200,000 ordinary shares of our investment in DPC Dash in the second quarter of 2025 for net proceeds of $44.1 million.
  • We sold 10,000,000 ordinary shares of our investment in DPC Dash in the fourth quarter of 2024 for $82.9 million.
  • We recorded total net negative and positive adjustments to the carrying amount of our investment in DPC Dash of $2.5 million and $22.1 million in 2025 and 2024, respectively, with the net realized and unrealized losses and gains recorded in other expense and other income in our consolidated statements of income, respectively.
  • We used cash of $354.7 million in 2025, $327.0 million in 2024 and $269.0 million in 2023 for share repurchases.
  • As of December 28, 2025, we had $459.7 million remaining under the $1.0 billion share repurchase authorization approved by our Board of Directors on February 21, 2024 for repurchases of shares of our common stock.
  • Dividends We declared dividends of $237.3 million (or $6.96 per share) in 2025, $210.7 million (or $6.04 per share) in 2024 and $170.4 million (or $4.84 per share) in 2023.
  • We paid dividends of $236.9 million, $209.9 million and $169.8 million in 2025, 2024 and 2023, respectively.
  • Subsequent to the end of fiscal 2025, on February 18, 2026, our Board of Directors declared a quarterly dividend of $1.99 per common share payable on March 30, 2026 to shareholders of record at the close of business on March 13, 2026.
  • Sources and Uses of Cash The following table illustrates the main components of our cash flows: Fiscal Year Ended (In millions) December 28, 2025 December 29, 2024 Cash flows provided by (used in): Net cash provided by operating activities $ 792.1 $ 624.9 Net cash used in investing activities (70.2 ) (31.2 ) Net cash used in financing activities (752.1 ) (532.2 ) Effect of exchange rate changes on cash 1.8 (2.2 ) Change in cash and cash equivalents, restricted cash and cash equivalents $ (28.4 ) $ 59.3 Operating Activities Cash provided by operating activities increased $167.2 million in 2025 primarily as a result of the positive impact of changes in operating assets and liabilities of $98.2 million, primarily related to the timing of vendor payments in 2025 as compared to 2024.
  • Additionally, net income increased $17.5 million and non-cash adjustments increased $33.8 million (primarily representing the changes in the total net realized and unrealized losses and gains associated with the remeasurement of the Company’s investment in DPC Dash and changes in deferred income taxes), resulting in an overall increase to cash provided by operating activities in 2025 as compared to 2024 of $51.3 million.
  • The positive change in advertising fund assets and liabilities, restricted of $17.7 million in 2025 as compared to 2024 also contributed to the increase in cash provided by operating activities and was driven by receipts for advertising contributions outpacing payments for advertising activities.
  • Investing Activities Cash used in investing activities was $70.2 million in 2025, which consisted primarily of capital expenditures of $120.6 million (driven primarily by investments in consumer and store technology, supply chain centers, corporate store operations and other corporate capital expenditures).

and 283 more.

Gone since FY2024

  • There can be no assurance that our business will generate sufficient cash flows from operations or that future borrowings will be available under our 2022 and 2021 Variable Funding Notes or otherwise to enable us to service our indebtedness, or to make anticipated capital expenditures.
  • Our future operating performance and our ability to service, extend or refinance our Notes (defined below) and to service, extend or refinance our 2022 and 2021 Variable Funding Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.
  • Restricted Cash As of December 29, 2024, we had $144.0 million of restricted cash and cash equivalents held for future principal and interest payments and other working capital requirements of our asset-backed securitization structure, $51.2 million of restricted cash equivalents held in a three-month interest reserve as required by the related debt agreements and $0.2 million of other restricted cash for a total of $195.4 million of restricted cash and cash equivalents.
  • As of December 29, 2024, we also held $80.9 million of advertising fund restricted cash and cash equivalents which can only be used for activities that promote the Domino’s brand.
  • Long-Term Debt 2022 Variable Funding Notes On September 16, 2022, certain of our subsidiaries issued a variable funding note facility which allows for advances of up to $120.0 million of Series 2022-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the “2022 Variable Funding Notes”).
  • Additional information related to our 2022 Variable Funding Notes is included in Note 3 to our consolidated financial statements. 2021 Variable Funding Notes In connection with the 2021 Recapitalization, certain of our subsidiaries issued a variable funding note facility which allows for advances of up to $200.0 million of Series 2021-1 Variable Funding Senior Secured Notes, Class A-1 Notes and certain other credit instruments, including letters of credit (the “2021 Variable Funding Notes”).
  • Additional information related to our 2021 Variable Funding Notes is included in Note 3 to our consolidated financial statements. 2021 Recapitalization On April 16, 2021, we completed the 2021 Recapitalization in which certain of our subsidiaries issued notes pursuant to an asset-backed securitization.
  • Gross proceeds from the issuance of the 2021 Notes were $1.85 billion.
  • The notes consist of $ 425.0 million Series 2018-1 4.116 % Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated term of 7.5 years (the “2018 7.5-Year Notes”), and $ 400.0 million Series 2018-1 4.328 % Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated term of 9.25 years (the “2018 9.25-Year Notes” and, collectively with the 2018 7.5-Year Notes, the “2018 Notes”).
  • Gross proceeds from the issuance of the 2018 Notes were $825.0 million.
  • The notes consisted of $300.0 million Series 2017-1 Floating Rate Senior Secured Notes, Class A-2-I with an anticipated term of five years (the “2017 Floating Rate Notes”), $600.0 million Series 2017-1 3.082% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated term of five years (the “2017 Five-Year Notes”), and $1.0 billion Series 2017-1 4.118% Fixed Rate Senior Secured Notes, Class A-2-III with an anticipated term of 10 years (the “2017 Ten-Year Notes” and, collectively with the 2017 Floating Rate Notes and the 2017 Five-Year Notes, the “2017 Notes”).
  • Gross proceeds from the issuance of the 2017 Notes were $1.9 billion.
  • Additional information related to the 2017 Recapitalization is included in Note 3 to our consolidated financial statements. 2015 Recapitalization On October 21, 2015, we completed the 2015 Recapitalization in which certain of our subsidiaries issued notes pursuant to an asset-backed securitization.
  • The notes consisted of $500.0 million of Series 2015-1 3.484% Fixed Rate Senior Secured Notes, Class A-2-I (the “2015 Five-Year Notes”), $800.0 million Series 2015-1 4.474% Fixed Rate Senior Secured Notes, Class A-2-II (the “2015 Ten-Year Notes” and collectively with the 2015 Five-Year Notes, the “2015 Notes”).
  • Gross proceeds from the issuance of the 2015 Notes were $1.3 billion.
  • The 2015 Five-Year Notes were repaid in connection with the 2018 Recapitalization.
  • Additional information related to the 2015 Recapitalization is included in Note 3 to our consolidated financial statements. 2021, 2019, 2018, 2017 and 2015 Notes The 2021 Notes, 2019 Notes, 2018 Notes, 2017 Notes and the 2015 Notes are collectively referred to as the “Notes.” The Notes have original scheduled principal payments of $1.18 billion in 2025, $39.3 million in 2026, $1.31 billion in 2027, $817.9 million in 2028, $631.0 million in 2029, $10.0 million in 2030 and $912.5 million in 2031.
  • However, in accordance with our debt agreements, the payment of principal on the outstanding senior notes may be suspended if our Holdco Leverage Ratio is less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, each as defined in the indenture governing our securitized debt, and no catch-up provisions are applicable.
  • As of the end of each of the fiscal quarters in 2024, we had a Holdco Leverage Ratio of less than 5.0x, and accordingly, did not make the previously scheduled debt amortization payments for our outstanding notes beginning in the second quarter of 2024.
  • Accordingly, the outstanding principal amounts of our 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes have been classified as long-term debt in the consolidated balance sheet as of December 29, 2024.
  • The anticipated repayment date for each of the 2018 7.5-Year Notes and the 2015 Ten-Year Notes is October 2025 and accordingly, the outstanding principal amounts for these notes have been classified as current portion of long-term debt in the consolidated balance sheet as of December 29, 2024.
  • We expect to refinance the 2018 7.5-Year Notes and the 2015 Ten-Year Notes prior to the anticipated repayment date.
  • If we do not refinance the 2018 7.5-Year Notes and the 2015 Ten-Year Notes prior to the anticipated repayment date, additional interest of at least 5% per annum will accrue and our cash flows other than technology fees and a weekly management fee to cover certain general and administrative expenses would be directed to the repayment of the securitized debt.
  • The covenant requires a minimum coverage ratio of 1.75x total debt service to securitized net cash flow, as defined in the indenture governing our securitized debt.
  • Capital Expenditures In the past three years, we have spent approximately $305.5 million on capital expenditures.
  • In 2024, we spent $112.9 million on capital expenditures which primarily related to investments in our technology initiatives, supply chain centers and corporate store operations.
  • We did not have any material commitments for capital expenditures as of December 29, 2024.
  • As of December 29, 2024 and December 31, 2023, the fair value of our investment in DPC Dash was $82.7 million and $143.6 million, respectively.
  • The fair value of our investment in DPC Dash was based on the active exchange quoted price for the equity security of HK$79.25 per share as of December 29, 2024 and HK$61.95 per share as of December 31, 2023.
  • We owned 8,101,019 and 18,101,019 ordinary shares as of December 29, 2024 and December 31, 2023, respectively.
  • We sold 10,000,000 ordinary shares of our investment in DPC Dash in the fourth quarter of 2024 for net proceeds of $82.9 million.
  • We recorded a total net adjustment to the net carrying amount of our investment in DPC Dash of $22.1 million and $17.7 million in 2024 and 2023, respectively, with the net realized and unrealized gains recorded in other income in our consolidated statements of income.
  • We used cash of $327.0 million in 2024, $269.0 million in 2023 and $293.7 million in 2022 for share repurchases.
  • On February 21, 2024, our Board of Directors authorized an additional share repurchase program to repurchase up to $1.0 billion of our common stock, in addition to the $141.3 million that was previously remaining under our previous July 20, 2021 authorization for a total authorization of $1.14 billion for future share repurchases as of that date.
  • As of December 29, 2024, we had $814.3 million remaining under this authorization for repurchases of shares of our common stock.
  • Dividends We declared dividends of $210.7 million (or $6.04 per share) in 2024, $170.4 million (or $4.84 per share) in 2023 and $157.5 million (or $4.40 per share) in 2022.
  • We paid dividends of $209.9 million, $169.8 million and $157.5 million in 2024, 2023 and 2022, respectively.
  • Subsequent to the end of fiscal 2024, on February 19, 2025, our Board of Directors declared a quarterly dividend of $1.74 per common share payable on March 28, 2025 to shareholders of record at the close of business on March 14, 2025.
  • Sources and Uses of Cash The following table illustrates the main components of our cash flows: Fiscal Year Ended (In millions) December 29, 2024 December 31, 2023 Cash flows provided by (used in): Net cash provided by operating activities $ 624.9 $ 590.9 Net cash used in investing activities (31.2 ) (106.9 ) Net cash used in financing activities (532.2 ) (476.4 ) Effect of exchange rate changes on cash (2.2 ) 0.3 Change in cash and cash equivalents, restricted cash and cash equivalents $ 59.3 $ 7.9 Operating Activities Cash provided by operating activities increased $34.0 million in 2024 primarily as a result of higher net income, excluding non-cash operating activities and a positive change in advertising fund assets and liabilities, restricted.
  • Net income increased $65.1 million and non-cash adjustments increased $17.5 million, resulting in an overall increase to cash provided by operating activities in 2024 as compared to 2023 of $82.6 million.

and 302 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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