Papa John's (PZZA) Form 4: Director Reports RSU Dividend Equivalents

Rhea-AI Filing Summary

Papa John's (PZZA) director Laurette T. Koellner reported multiple acquisitions of company common stock-related interests on 08/29/2025. The Form 4 shows an acquisition of 145 shares as dividend equivalent rights tied to annual restricted stock units and an additional 37.0936 shares as dividends credited to a Nonqualified Deferred Compensation Plan, both at a reported price of $48.71 per share. After those transactions, the reporting person’s beneficial ownership rose from 25,610.8873 to 25,647.9809 shares. The filing also discloses an indirect holding of 174 shares by the reporting person's spouse. The signature date on the filing is 09/02/2025.

Positive

• Director acquired additional equity through dividend equivalent rights and deferred-compensation dividends, increasing beneficial ownership to 25,647.9809 shares
• Filing discloses indirect spouse ownership of 174 shares, meeting disclosure requirements

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired modest additional equity via dividend equivalents and deferred-compensation credits, slightly increasing her stake.

The transactions are non-cash acquisitions arising from compensation mechanisms rather than open-market purchases, specifically 145 shares from dividend-equivalent rights on RSUs and 37.0936 shares from dividends in a deferred compensation plan at a reported unit value of $48.71. These increases move total reported beneficial ownership to 25,647.9809 shares. For investors, such filings primarily signal routine compensation vesting and plan credits rather than active insider buying or selling. No cash disposals or derivative exercises are recorded.

Corporate Governance Expert

TL;DR: This Form 4 documents standard compensation-related share accruals by a director, with no governance concerns disclosed.

The form identifies the reporting person as a director and lists acquisitions tied to restricted stock unit dividend equivalents and deferred compensation plan dividends. The presence of an indirect holding of 174 shares by a spouse is disclosed, following required attribution rules. The filing is routine, properly signed via power of attorney on 09/02/2025, and contains no amendments or corrective statements. There are no indications of policy breaches, option exercises, or sales that would trigger governance flags.

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

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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^*

KOELLNER LAURETTE T

(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)		145	A	$48.71	25,610.8873	D
Common Stock	08/29/2025		A(2)		37.0936	A	$48.71	25,647.9809	D
Common Stock								174	I	By Spouse

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.

2. Acquisition of dividends on shares held in Nonqualified Deferred Compensation Plan.

	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 transactions did Laurette T. Koellner report on PZZA Form 4?

She reported acquisitions on 08/29/2025 of 145 shares as dividend-equivalent rights on RSUs and 37.0936 shares as dividends in a Nonqualified Deferred Compensation Plan at $48.71 per share.

How many PZZA shares does the reporting person beneficially own after the reported transactions?

The Form 4 shows total beneficial ownership of 25,647.9809 shares following the transactions.

Is there any indirect ownership disclosed on the PZZA Form 4?

Yes. The filing discloses 174 shares held indirectly by the reporting person’s spouse.

Were there any dispositions or open-market purchases disclosed in this Form 4?

No. The reported entries are acquisitions resulting from compensation-related mechanisms; no open-market purchases or dispositions are shown.

When was the Form 4 signed and filed?

The signature by Debra Tate Johnson via power of attorney is dated 09/02/2025.