Is Stephen L. Gibbs’s Papa John’s share award a market purchase or compensation grant?

The transaction is a compensation grant, not a market purchase. Stephen L. Gibbs received 4,494 restricted stock units at no cash price per share as part of his service on the board, classified as a grant, award, or other acquisition in the filing.

Papa John’s (PZZA) director Stephen Gibbs granted 4,494 restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gibbs Stephen L reported acquisition or exercise transactions in this Form 4 filing.

Papa John’s International director Stephen L. Gibbs received a grant of 4,494 restricted stock units of common stock as compensation. The award was granted at no cash cost to him and increases his direct holdings to 11,741 shares.

The restricted stock units vest in full on the earlier of the first anniversary of the grant date or the company’s 2027 annual meeting of stockholders, as long as he continues serving on the board. The award may vest earlier in the event of death or disability, and a prorated portion will vest if his board service ends for other reasons.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gibbs Stephen L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,494	$0.00	--

Holdings After Transaction: Common Stock — 11,741 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock units granted: 4,494 shares Grant price per share: $0.00 per share Shares held after transaction: 11,741 shares +1 more

4 metrics

Restricted stock units granted 4,494 shares Grant of restricted stock units on common stock

Grant price per share $0.00 per share Compensation-related award, no cash paid by director

Shares held after transaction 11,741 shares Total direct holdings following the grant

Vesting milestone First anniversary or 2027 annual meeting Full vesting upon earlier of these dates with continuous service

Key Terms

restricted stock units, annual meeting of stockholders, continuous service, prorated number

4 terms

restricted stock units financial

"Grant of restricted stock units which become fully vested upon the earlier of"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

annual meeting of stockholders financial

"the date of the Company's 2027 annual meeting of stockholders"

continuous service financial

"provided the reporting person remains in continuous service on the Board"

prorated number financial

"Should the reporting person terminate service for any other reason, a prorated number"

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 09:08 AM

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^*

Gibbs Stephen L

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2026		A⁽¹⁾		4,494	A	$0.0000	11,741	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2027 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

	Debra Tate Johnson, by Power of Attorney	05/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PZZA director Stephen L. Gibbs report?

Stephen L. Gibbs reported receiving 4,494 restricted stock units of Papa John’s common stock as a grant. This compensation-related award was recorded at no cash cost per share and increased his direct holdings to 11,741 shares after the transaction.

How many Papa John’s (PZZA) shares does Stephen L. Gibbs hold after this grant?

After the grant, Stephen L. Gibbs directly holds 11,741 shares of Papa John’s common stock. This total includes the 4,494 restricted stock units awarded in the reported transaction, reflecting his updated equity position as a company director following the grant.

When do Stephen L. Gibbs’s new PZZA restricted stock units vest?

The restricted stock units vest in full on the earlier of the first anniversary of the grant date or the company’s 2027 annual meeting of stockholders, provided he remains in continuous board service. Vesting may accelerate upon death or disability under the award terms.

What happens to the PZZA restricted stock units if Stephen L. Gibbs leaves the board early?

If Stephen L. Gibbs’s service ends due to death or disability, the award may vest earlier under its terms. If he terminates service for any other reason, a prorated number of the restricted stock units will vest, reflecting partial service completion.

Does the Stephen L. Gibbs Form 4 for PZZA show any stock sales?

The Form 4 shows no stock sales. It reports only an acquisition of 4,494 restricted stock units through a compensation grant, with no indicated dispositions, market sales, gifts, or tax-withholding transactions in the disclosed summary data.