Papa John's Director Gains 192 Shares via RSU Dividend Equivalents

Rhea-AI Filing Summary

Papa John's director Christopher L. Coleman acquired 192 shares of common stock on 08/29/2025 at a price of $48.71 per share through dividend equivalent rights tied to annual restricted stock unit awards. After this acquisition he beneficially owned 41,240 shares directly. The filing is a Form 4 reported individually and signed by a power of attorney on 09/02/2025. This disclosure reflects routine equity compensation settlement rather than a market purchase or sale and shows the director's ongoing equity ownership in the company.

Positive

• Director increased direct holdings to 41,240 shares
• Acquisition arose from dividend equivalent rights on RSUs, indicating continued equity-based alignment

Negative

• None.

Insights

Financial Analyst

TL;DR: Small, routine insider acquisition via RSU dividend equivalents; limited immediate market impact.

The 192-share acquisition at $48.71 represents a compensation-related issuance rather than an open-market buy, increasing the director's direct holdings to 41,240 shares. For investors this is a standard equity-compensation event that modestly raises insider alignment with shareholders but is below typical materiality thresholds for altering valuation or control metrics. No sales or other derivative transactions were reported.

Corporate Governance Expert

TL;DR: Routine settlement of RSU dividend equivalents signals ongoing director compensation and alignment with shareholder outcomes.

The transaction is described as acquisition of dividend equivalent rights on annual RSU awards, a common mechanism to deliver equity to directors or executives. The Form 4 shows individual reporting and a POA signature, indicating proper disclosure procedures. This is a governance-typical event without indications of unusual timing or material governance change.

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

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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^*

Coleman Christopher 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)		192	A	$48.71	41,240	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 Christopher L. Coleman report on Form 4 for PZZA?

He reported the acquisition of 192 shares of common stock on 08/29/2025 at $48.71 per share through dividend equivalent rights on annual RSU awards.

How many Papa John's (PZZA) shares does the reporting person beneficially own after the transaction?

The filing shows 41,240 shares beneficially owned following the reported transaction.

Was the Form 4 filed individually or jointly for this PZZA filing?

The Form 4 was filed by one reporting person (individual filing).

What is the nature of the securities acquired in this PZZA Form 4?

The securities were common stock acquired as dividend equivalent rights on annual restricted stock unit awards.

When was the Form 4 signed and who signed it?

The form reflects a signature by Debra Tate Johnson, by Power of Attorney dated 09/02/2025.