Papa John’s (PZZA) Insider Filing: 65 Shares Added via RSU Dividend Equivalents

Rhea-AI Filing Summary

John W. Garratt, a director of Papa John’s International, reported a purchase of 65 shares of Papa John’s common stock on 08/29/2025 at a reported price of $48.71 per share. The filing states these shares represent the acquisition of dividend equivalent rights on annual restricted stock unit awards rather than an open-market purchase. After the transaction, Garratt beneficially owns 7,069 shares directly. The Form 4 was signed by Debra Tate Johnson under power of attorney on 09/02/2025. The report is a routine insider disclosure of compensation-related equity activity.

Positive

• Timely compliance: Form 4 filed and signed by power of attorney demonstrating adherence to Section 16 reporting rules
• Compensation alignment: Acquisition resulted from dividend equivalents on RSUs, aligning director incentives with shareholder outcomes

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider equity award settlement disclosed; small share amount tied to RSU dividend equivalents, not an independent market buy.

The transaction reflects the settlement of dividend equivalent rights on annual restricted stock units, indicating compensation-related equity accrual rather than an opportunistic insider purchase. The size—65 shares—represents a de minimis change relative to total reported beneficial ownership of 7,069 shares. From a governance perspective, timely filing and use of a power of attorney for signature show compliance with Section 16 reporting requirements.

Securities Analyst

TL;DR: The reported acquisition is immaterial to company capitalization and unlikely to alter investor valuation metrics.

The entry price of $48.71 reflects the reported per-share value at settlement, but because the shares stem from dividend equivalents on RSUs, they do not indicate fresh personal capital deployment or a signal of insider confidence beyond routine compensation. The post-transaction direct ownership of 7,069 shares should be viewed as modest insider holding size; no derivative instruments or sales were reported.

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^*

Garratt John W

(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 John W. Garratt report on Form 4 for PZZA?

The filing reports acquisition of 65 shares on 08/29/2025 at $48.71 per share as dividend equivalent rights on annual RSU awards.

How many Papa John’s shares does Garratt own after the reported transaction?

He beneficially owns 7,069 shares directly following the transaction.

Was this transaction an open-market purchase or compensation-related?

The filing states it was acquisition of dividend equivalent rights on RSUs, indicating it was compensation-related, not an open-market buy.

Who signed the Form 4 and when was it signed?

The form was signed by Debra Tate Johnson by power of attorney on 09/02/2025.

Does the Form 4 report any derivative transactions or sales by Garratt?

No. The filing lists only a non-derivative acquisition of common stock; no derivative instruments or dispositions are reported.