Papa John's Director Receives 65 RSU Dividend-Equivalent Shares

Rhea-AI Filing Summary

Stephen L. Gibbs, a director of Papa John's International, acquired 65 shares (recorded as dividend equivalent rights on annual restricted stock unit awards) on 08/29/2025 at a reported price of $48.71 per share. Following the acquisition, Gibbs beneficially owns 7,069 shares directly. The Form 4 was filed as a single reporting person filing and signed by Debra Tate Johnson by power of attorney on 09/02/2025. The filing notes the transaction type as annual RSU dividend equivalents rather than a market purchase.

Positive

• Disclosure compliance: Transaction reported on Form 4 with POA signature, showing adherence to Section 16 filing requirements
• Equity alignment: Acquisition originated from dividend-equivalent rights on annual RSU awards, preserving director alignment with shareholders

Negative

• None.

Insights

Financial Analyst

TL;DR: Small director-side equity accrual: 65 shares added via RSU dividend equivalents, bringing direct holdings to 7,069 shares.

The entry documents a routine equity compensation-related acquisition rather than an open-market trade. The reported price of $48.71 likely reflects a per-share valuation used for the dividend-equivalent conversion on 08/29/2025. The incremental size (65 shares) is modest relative to typical director ownership levels; it is unlikely to be materially price-moving for PZZA but confirms ongoing equity-based alignment with shareholders.

Corporate Governance Expert

TL;DR: Governance practice: director received dividend-equivalent RSU credits, documented properly on Form 4 with POA signature.

The Form 4 indicates standard governance and compliance: disclosure of a director-level acquisition, explicit coding of the transaction as dividend-equivalent rights on annual RSUs, and execution of the filing via power of attorney on 09/02/2025. No departures from expected disclosure protocol are evident in the filing.

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
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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^*

Gibbs Stephen L

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		A(1)		65	A	$48.71	7,069	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:

1. Acquisition of dividend equivalent rights on annual restricted stock unit awards.

	Debra Tate Johnson, by Power of Attorney	09/02/2025
	** 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

What transaction did PZZA director Stephen L. Gibbs report on Form 4?

He reported an acquisition of 65 shares on 08/29/2025 recorded as dividend-equivalent rights on annual restricted stock unit awards.

At what price were the 65 shares reported on the Form 4 for PZZA?

The reported price is $48.71 per share.

How many Papa John's (PZZA) shares does Stephen L. Gibbs beneficially own after the reported transaction?

Following the transaction, he beneficially owns 7,069 shares (direct ownership).

Who signed the Form 4 filing for Stephen L. Gibbs and when?

The Form 4 was signed by Debra Tate Johnson, by Power of Attorney, on 09/02/2025.

Was this a market purchase or an equity-compensation event for PZZA?

The filing identifies the acquisition as dividend equivalent rights on annual RSU awards, not an open-market purchase.