DPZ Announces $1.0B Two‑Tranche Senior Secured Note Offering

Rhea-AI Filing Summary

Domino's Pizza, Inc. subsidiaries have agreed to sell $1.0 billion of senior secured notes in two classes: $500 million of 4.930% fixed-rate notes with an anticipated five-year term and $500 million of 5.217% fixed-rate notes with an anticipated seven-year term. The notes are being issued by bankruptcy-remote, wholly-owned indirect subsidiaries and are being sold in an offering exempt from registration under the Securities Act.

The sale is governed by a purchase agreement that contains customary representations, warranties, covenants and indemnities in favor of the initial purchasers, Barclays Capital Inc. and Guggenheim Securities, LLC. The closing is anticipated to occur on September 5, 2025, and remains subject to customary closing conditions. A copy of the purchase agreement is filed as Exhibit 99.1.

Positive

• $1.0 billion in committed financing across two tranches provides clear access to capital
• Fixed coupons set at 4.930% (5-year) and 5.217% (7-year), giving predictable interest expense for those maturities
• Issuance through bankruptcy-remote, wholly-owned subsidiaries clarifies structural mechanics and typical creditor separation
• Purchase agreement filed as Exhibit 99.1, showing formal documentation of terms and initial purchaser commitments

Negative

• None.

Insights

Financial Analyst

TL;DR: Domino's secured a firm commitment to raise $1.0B via two fixed-rate note tranches, locking in financing costs for 5- and 7-year terms.

The announced transaction provides explicit pricing: 4.930% for a 5-year tranche and 5.217% for a 7-year tranche, which establishes the company's near-term borrowing cost for these secured obligations. Issuance through bankruptcy-remote subsidiaries and senior secured status may isolate creditors to pledged collateral at the issuer level. The purchase agreement includes customary indemnities to initial purchasers and is subject to customary closing conditions, with an anticipated closing date of September 5, 2025. From a credit perspective, investors should note the secured nature and fixed coupons when assessing liability structure.

M&A / Capital Markets Specialist

TL;DR: The offering is a material financing action that increases secured obligations and clarifies term and coupon structure for a $1.0B raise.

Structuring the offering through limited-purpose, bankruptcy-remote subsidiaries is typical for asset-backed or secured financings and may streamline creditor claims on designated assets. The dual-tranche approach staggers maturities at 5 and 7 years with fixed coupons, which can help manage refinancing risk timing. The purchase agreement being filed as Exhibit 99.1 confirms commitment mechanics and indemnities to the initial purchasers. The transaction is significant in size but the filing does not disclose proceeds use or expected impact on consolidated leverage.

DOMINOS PIZZA INC false 0001286681 0001286681 2025-08-12 2025-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 12, 2025

Domino’s Pizza, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-32242		38-2511577
(Commission File Number)		(I.R.S. Employer Identification No.)

30 Frank Lloyd Wright Drive Ann Arbor, Michigan		48105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (734) 930-3030

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Domino’s Pizza, Inc. Common Stock, $0.01 par value		DPZ		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This current report is neither an offer to sell nor a solicitation of an offer to buy any securities of Domino’s Pizza, Inc. (the “Company”) or any subsidiary of the Company.

Item 8.01. Other Events.

In connection with the planned issuance and sale of $500 million of new Series 2025-1 4.930% Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated term of 5 years (the “A-2-I Notes”) and $500 million of new Series 2025-1 5.217% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated term of 7 years (together with the A-2-I Notes, the “2025 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of the Company (collectively, the “Co-Issuers”), entered into a purchase agreement (the “Purchase Agreement”), dated August 12, 2025, by and among the Co-Issuers, the Company, Domino’s Pizza LLC, Domino’s, Inc., the guarantors party thereto (collectively, the “Domino’s Parties”) and Barclays Capital Inc. and Guggenheim Securities, LLC, as initial purchasers (the “Initial Purchasers”). The Purchase Agreement includes customary representations, warranties and covenants by the Domino’s Parties. It also provides that the Domino’s Parties will indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act. The closing of the sale of the 2025 Notes is anticipated to occur on September 5, 2025 and is subject to the satisfaction of various customary closing conditions specified in the Purchase Agreement. A copy of the Purchase Agreement is filed as Exhibit 99.1 hereto.

Forward-Looking Statements

Statements in this report that are not strictly historical in nature constitute “forward-looking statements,” and include statements regarding the anticipated financing transactions contemplated by certain of the Company’s subsidiaries. These statements involve significant risks and uncertainties and you should not place considerable reliance on such statements. The Company is providing this information as of the date hereof and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information or future events, or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Purchase Agreement, dated August 12, 2025, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, Domino’s Pizza, Inc. and Domino’s, Inc., as parent companies, and Barclays Capital Inc. and Guggenheim Securities, LLC, as initial purchasers.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMINO’S PIZZA, INC. (Registrant)
By:		/s/ Ryan K. Mulally
Name:		Ryan K. Mulally
Title:		Executive Vice President, General Counsel and Corporate Secretary

Date: August 13, 2025

FAQ

What amount and tranches is Domino's (DPZ) planning to issue?

The Company announced planned issuance of $500 million of 4.930% 5-year notes and $500 million of 5.217% 7-year notes, totaling $1.0 billion.

Who are the initial purchasers for the DPZ 2025 notes?

The initial purchasers named in the Purchase Agreement are Barclays Capital Inc. and Guggenheim Securities, LLC.

When is the anticipated closing for the planned DPZ notes offering?

The closing of the sale of the 2025 Notes is anticipated to occur on September 5, 2025, subject to customary closing conditions.

Are the 2025 Notes registered under the Securities Act?

No. The filing states the offering is being conducted in an offering exempt from registration under the Securities Act.

Which entities are issuing the notes and what is their status?

The notes are to be issued by several limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of Domino's acting as Co-Issuers.

Where can I find the legal terms of the financing?

A copy of the Purchase Agreement detailing the transaction terms is filed as Exhibit 99.1 to the Current Report.