(3)
Financing Arrangements

 

The 2025 Notes, 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Notes (each, as defined below) are collectively referred to as the “Notes.” The Company made payments of $1.14 billion, $12.9 million and $51.5 million in 2025, 2024 and 2023, respectively on its senior notes.

 

2025 Refinancing

On September 5, 2025 (the “closing date”), the Company completed a refinancing transaction (the “2025 Refinancing”) in which certain of the Company’s 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. Gross proceeds from the issuance of the 2025 Notes were $1.00 billion.

 

The proceeds from the issuance of the 2025 Notes, as well as $160.0 million of the Company’s unrestricted cash and cash equivalents, were used to (i) repay the remaining $742.0 million in outstanding principal under the Company’s 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. During 2025 and in connection with the issuance of the 2025 Refinancing and the issuance of the 2025 Variable Funding Notes, the Company 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.

 

2021 Recapitalization

On April 16, 2021, the Company completed a recapitalization transaction (the “2021 Recapitalization”) in which certain of the Company’s subsidiaries issued notes pursuant to an asset-backed securitization. The notes consist of $850.0 million Series 2021-1 2.662% Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated term of 7.5 years (the “2021 7.5-Year Notes”) and $1.0 billion Series 2021-1 3.151% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated term of 10 years (the “2021 Ten-Year Notes”, and, collectively with the 2021 7.5-Year Notes, the “2021 Notes”). Gross proceeds from the issuance of the 2021 Notes were $1.85 billion.

2019 Recapitalization

 

On November 19, 2019, the Company completed a recapitalization transaction (the “2019 Recapitalization”) in which certain of the Company’s subsidiaries issued notes pursuant to an asset-backed securitization. The notes consist of $675.0 million Series 2019-1 3.668% Fixed Rate Senior Secured Notes, Class A-2 with an anticipated term of 10 years (the “2019 Notes”). Gross proceeds from the issuance of the 2019 Notes were $675.0 million.

 

2018 Recapitalization

 

On April 24, 2018, the Company completed a recapitalization transaction (the “2018 Recapitalization”) in which certain of the Company’s 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 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”). Gross proceeds from the issuance of the 2018 7.5-Year Notes and the 2018 9.25-Year Notes were $825.0 million. The 2018 7.5-Year Notes were repaid in connection with the 2025 Refinancing.

 

2017 Recapitalization

 

On July 24, 2017, the Company completed a recapitalization transaction (the “2017 Recapitalization”) in which certain of the Company’s subsidiaries issued notes pursuant to an asset-backed securitization. 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 ten years (the “2017 Ten-Year Notes”). Gross proceeds from the issuance of the 2017 Floating Rate Notes, 2017 Five-Year Notes and 2017 Ten-Year Notes were $1.9 billion. The 2017 Floating Rate Notes and 2017 Five-Year Notes were repaid in connection with the 2021 Recapitalization.

 

Variable Funding Notes

Concurrent with the 2025 Refinancing, certain of the Company’s subsidiaries also issued a new variable funding note facility which allows for advances of up to $320.0 million of Series 2025-1 Variable Funding Senior Secured Notes, Class A-1 and certain other credit instruments, including letters of credit (the “2025 Variable Funding Notes”). The 2025 Variable Funding Notes were undrawn on the closing date. In connection with the issuance of the 2025 Variable Funding Notes, the Company’s previous $200.0 million Series 2021-1 and $120.0 million Series 2022-1 variable funding note facilities were canceled.

Interest on the 2025 Variable Funding Notes is payable at a rate equal to the Secured Overnight Financing Rate (“Term SOFR”) plus 150 basis points. The unused portion of the 2025 Variable Funding Notes is subject to a commitment fee of 50 basis points. It is anticipated that any amounts outstanding under the 2025 Variable Funding Notes will be repaid in full on or prior to July 2030, subject to two additional one-year extensions at the option of the Company, subject to certain conditions. Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the 2025 Variable Funding Notes equal to 5% per annum.

As of December 28, 2025, the Company had no outstanding borrowings and $263.6 million of available borrowing capacity under its 2025 Variable Funding Notes, net of letters of credit issued of $56.4 million.

As of December 29, 2024, the Company had no outstanding borrowings and $120.0 million of available borrowing capacity under its Series 2022-1 variable funding note facility. As of December 29, 2024, the Company had no outstanding borrowings and $143.6 million of available borrowing capacity under its $200.0 million Series 2021-1 variable funding note facility, net of letters of credit issued of $56.4 million.

2025 Notes

 

The 2025 Five-Year Notes have original remaining scheduled principal payments of $5.0 million in each of 2026 through 2029 and $480.0 million in 2030. The 2025 Seven-Year Notes have original remaining scheduled principal payments of $5.0 million in each of 2026 through 2031 and $470.0 million in 2032. Refer to the leverage ratio and debt classification disclosure below for additional information.

 

The legal final maturity date of the 2025 Notes is July 2055, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2025 Five-Year Notes will be repaid on or prior to the anticipated repayment date occurring in July 2030, and the 2025 Seven-Year Notes will be repaid on or prior to the anticipated repayment date occurring in July 2032. If the Company has not repaid or refinanced the 2025 Notes prior to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

2021 Notes

 

The 2021 7.5-Year Notes have original remaining scheduled principal payments of $8.5 million in each of 2026 and 2027 and $809.6 million in 2028. The 2021 Ten-Year Notes have original remaining scheduled principal payments of $10.0 million in each of 2026 through 2030 and $922.5 million in 2031. Refer to the leverage ratio and debt classification disclosure below for additional information.

 

The legal final maturity date of the 2021 Notes is April 2051, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2021 7.5-Year Notes will be repaid on or prior to the anticipated repayment date occurring in October 2028, and the 2021 Ten-Year Notes will be repaid on or prior to the anticipated repayment date occurring in April 2031. If the Company has not repaid or refinanced the 2021 Notes prior to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

 

2019 Notes

 

The 2019 Notes have original remaining scheduled principal payments of $6.8 million in each of 2026 through 2028 and $627.8 million in 2029. Refer to the leverage ratio and debt classification disclosure below for additional information.

 

The legal final maturity date of the 2019 Notes is October 2049, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2019 Notes will be repaid on or prior to the anticipated repayment date occurring in October 2029. If the Company has not repaid or refinanced the 2019 Notes prior to the applicable anticipated repayment date, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

 

2018 9.25-Year Notes

 

The 2018 9.25-Year Notes have original remaining scheduled principal payments of $4.0 million in 2026 and $375.0 million in 2027. Refer to the leverage ratio and debt classification disclosure below for additional information.

 

The legal final maturity date of the 2018 9.25-Year Notes is July 2048, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2018 9.25-Year Notes will be repaid on or prior to the anticipated repayment date occurring in July 2027. If the Company has not repaid or refinanced the 2018 9.25-Year Notes prior to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

 

2017 Ten-Year Notes

 

The 2017 Ten-Year Notes have original remaining scheduled principal payments of $10.0 million in 2026 and $930.0 million in 2027. Refer to the leverage ratio and debt classification disclosure below for additional information.

The legal final maturity date of the 2017 Ten-Year Notes is October 2047, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2017 Ten-Year Notes will be repaid on or prior to the anticipated repayment date occurring in July 2027. If the Company has not repaid or refinanced the 2017 Ten-Year Notes prior to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

 

Guarantees and Covenants of the Notes

 

The Notes are guaranteed by certain subsidiaries of the Company and secured by an interest in certain assets of the Company as specified in the indenture governing the securitized debt, including franchise royalty income from all U.S. and international stores, U.S. supply chain income and intellectual property. The restrictions placed on the Company’s subsidiaries require that the Company’s principal and interest obligations have first priority and amounts are segregated weekly to ensure appropriate funds are reserved to pay the quarterly principal and interest amounts due. The amount of weekly cash flow that exceeds the required weekly principal and interest reserve is generally remitted to the Company in the form of a dividend. However, once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the subsidiaries. If the Company has not repaid or refinanced the respective note series prior to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, and the Company’s cash flows other than a weekly management fee to cover certain operating expenses would be directed to the repayment of the securitized debt.

 

The Notes are subject to certain financial and non-financial covenants, including a debt service coverage ratio calculation. 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. The covenants, among other things, may limit the ability of certain of the Company’s subsidiaries to declare dividends, make loans or advances or enter into transactions with affiliates. In the event that certain covenants are not met, the Notes may become partially or fully due and payable on an accelerated schedule. In addition, the Company may voluntarily prepay, in part or in full, the Notes at any time, subject to certain make-whole interest obligations.

Leverage Ratio and Debt Classification

 

While the Notes are outstanding, scheduled payments of principal and interest are required to be made on a quarterly basis. In accordance with the Company’s 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. In accordance with the Company’s 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, the Company 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.

Consolidated Long-Term Debt

 

At December 28, 2025 and December 29, 2024, consolidated long-term debt consisted of the following:

 

 

 

December 28,
2025

 

 

December 29,
2024

 

2015 Ten-Year Notes

 

$

 

 

$

742,000

 

2017 Ten-Year Notes

 

 

940,000

 

 

 

940,000

 

2018 7.5-Year Notes

 

 

 

 

 

402,688

 

2018 9.25-Year Notes

 

 

379,000

 

 

 

379,000

 

2019 Ten-Year Notes

 

 

648,000

 

 

 

648,000

 

2021 7.5-Year Notes

 

 

826,625

 

 

 

826,625

 

2021 Ten-Year Notes

 

 

972,500

 

 

 

972,500

 

2025 Five-Year Notes

 

 

500,000

 

 

 

 

2025 Seven-Year Notes

 

 

500,000

 

 

 

 

Finance lease obligations

 

 

62,008

 

 

 

66,058

 

Financing obligation from sale leaseback

 

 

14,693

 

 

 

14,788

 

Debt issuance costs, net of accumulated amortization
   of $25.3 million in 2025 and $34.5 million in 2024

 

 

(26,012

)

 

 

(16,321

)

Total debt

 

 

4,816,814

 

 

 

4,975,338

 

Current portion of long-term debt

 

 

(6,131

)

 

 

(1,149,679

)

Long-term debt, less current portion

 

$

4,810,683

 

 

$

3,825,659

 

 

At December 28, 2025, maturities of long-term debt, finance leases and other financing obligations were as follows below and reflect the total amounts due for each of the Notes on their respective anticipated repayment dates assuming the non-amortization tests for each respective series of notes continues to be satisfied.

 

2026

 

$

6,131

 

2027

 

 

1,324,384

 

2028

 

 

831,218

 

2029

 

 

652,958

 

2030

 

 

505,337

 

Thereafter

 

 

1,522,798

 

 

$

4,842,826

 

Historical Timeline

Fiscal YearFiled
2025Feb 23, 2026Showing above
2024Feb 24, 2025
2023Feb 23, 2023
2022Mar 1, 2022
2019Feb 20, 2020

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.