Papa Johns (PZZA) executive has shares withheld to cover taxes

Rhea-AI Filing Summary

Papa Johns International Chief Administrative Officer Caroline Miller Oyler reported a routine share transaction related to compensation. On this Form 4, 251 shares of common stock were disposed of at $31.92 per share as a tax-withholding disposition, meaning shares were withheld to cover tax obligations rather than sold in the open market.

Following this transaction, Oyler directly holds 64,750 shares of Papa Johns common stock. She also has an additional 685.13 shares held indirectly through a 401(k) Plan, giving a clearer picture of her ongoing equity stake in the company after the tax-related share disposition.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Oyler Caroline Miller

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	251	$31.92	$8K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 64,750 shares (Direct, null); Common Stock — 685.13 shares (Indirect, By 401(k) Plan)

Footnotes (1)

Key Figures

Tax-withheld shares: 251 shares Tax-withholding price: $31.92 per share Direct holdings after transaction: 64,750 shares +1 more

4 metrics

Tax-withheld shares 251 shares Common Stock disposed of as tax-withholding disposition (Code F)

Tax-withholding price $31.92 per share Value used for 251 shares delivered for tax obligations

Direct holdings after transaction 64,750 shares Common Stock directly held by Oyler following the Form 4 transaction

Indirect 401(k) holdings 685.13 shares Common Stock held indirectly through a 401(k) Plan

Key Terms

tax-withholding disposition, 401(k) Plan, Common Stock, Form 4

4 terms

tax-withholding disposition financial

"251 shares of common stock were disposed of at $31.92 per share as a tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

401(k) Plan financial

"She also has an additional 685.13 shares held indirectly through a 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Common Stock financial

"251 shares of common stock were disposed of at $31.92 per share"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"On this Form 4, 251 shares of common stock were disposed of"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/09/2026 - 05:02 PM Accepted by SEC EDGAR 06/09/2026 - 05:01 PM Learn about SEC filing dates

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^*

Oyler Caroline Miller

(Last) (First) (Middle)

P. O. BOX 99900

(Street)

LOUISVILLE KENTUCKY 40269

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PAPA JOHNS INTERNATIONAL INC [ PZZA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Administrative Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/05/2026		F		251	D	$31.92	64,750	D
Common Stock								685.13	I	By 401(k) Plan

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	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did PZZA executive Caroline Miller Oyler report?

Caroline Miller Oyler reported a tax-related disposition of 251 Papa Johns common shares. The shares were withheld at $31.92 each to satisfy tax obligations tied to equity compensation, rather than being sold in the open market for investment purposes.

How many Papa Johns (PZZA) shares were withheld for taxes in this Form 4?

The Form 4 shows 251 Papa Johns common shares disposed of in a tax-withholding transaction. These shares were valued at $31.92 each and were used to cover tax or exercise-related liabilities connected to Oyler’s equity-based compensation.

How many Papa Johns (PZZA) shares does Caroline Miller Oyler hold after the transaction?

After the reported tax-withholding disposition, Oyler directly holds 64,750 Papa Johns common shares. In addition, she has 685.13 shares held indirectly through a 401(k) Plan, reflecting both direct and retirement-related equity ownership positions disclosed in this filing.

Was the PZZA insider transaction an open-market sale or tax withholding?

The insider transaction was classified as a tax-withholding disposition, not an open-market sale. Code F indicates shares were delivered to cover exercise price or tax liability, so the 251 shares were used to meet obligations associated with equity compensation, not discretionary selling.

What is the significance of the 401(k) Plan holding in the PZZA Form 4?

The Form 4 lists 685.13 Papa Johns shares held indirectly via a 401(k) Plan. This indicates additional retirement-plan ownership separate from Oyler’s 64,750 directly held shares, providing investors a fuller view of her total economic exposure to the company’s common stock.