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Papa John’s Insider Filing: Routine Tax Sale of 5,672 Shares by CEO

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Papa John’s International (PZZA) – Form 4 filing: President & CEO and director Todd A. Penegor reported a single insider transaction dated 07/31/2025.

  • Transaction code F indicates shares were withheld to cover tax obligations arising from equity compensation.
  • Shares involved: 5,672 common shares disposed at $42.41 each.
  • Post-transaction holding: Penegor now directly owns 110,310 common shares.

No derivative securities were exercised or sold, and there were no additional transactions disclosed. The filing represents a routine, non-market sale and does not reflect a change in the executive’s investment thesis or control position.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Tax-withholding disposal of 5,672 shares; small, routine, and neutral for investors.

The Form 4 shows CEO Todd Penegor satisfied tax liabilities by surrendering 5,672 shares at $42.41. Code F transactions are administrative and do not signal discretionary selling. The executive retains 110,310 shares, so his economic exposure remains high. Given the modest dollar value relative to Papa John’s market cap, this event is not materially impactful to valuation or sentiment. I classify the disclosure as neutral.

Insider Penegor Todd Allan
Role President & CEO
Type Security Shares Price Value
Tax Withholding Common Stock 5,672 $42.41 $241K
Holdings After Transaction: Common Stock — 110,310 shares (Direct)
Footnotes (1)
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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Penegor Todd Allan

(Last) (First) (Middle)
P. O. BOX 99900

(Street)
LOUISVILLE KY 40269

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PAPA JOHNS INTERNATIONAL INC [ PZZA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/31/2025 F 5,672 D $42.41 110,310 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Debra Tate Johnson, by Power of Attorney 08/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many PZZA shares did CEO Todd Penegor dispose of?

The Form 4 reports 5,672 common shares were disposed of.

What does transaction code F mean in the Papa John’s Form 4?

Code F denotes shares withheld by the issuer to cover tax obligations related to equity compensation, not an open-market sale.

What price was assigned to the disposed shares?

The shares were valued at $42.41 per share for withholding purposes.

How many Papa John’s shares does the CEO own after this filing?

After the transaction, Todd Penegor directly owns 110,310 shares.

Is this insider transaction considered material to PZZA investors?

Given its tax-withholding nature and small size, analysts view it as immaterial and neutral for investors.