Papa Johns (NASDAQ: PZZA) CEO disposes shares for tax withholding

Rhea-AI Filing Summary

Papa Johns International President and CEO Todd Allan Penegor reported a Form 4 tax-withholding disposition of 5,966 shares of common stock at $31.99 per share on March 3, 2026. After this transaction, he directly owns 204,532 shares of Papa Johns common stock.

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^*

Penegor Todd Allan

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		F		5,966	D	$31.99	204,532	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:

	Debra Tate Johnson, by Power of Attorney	03/05/2026
	** 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).
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FAQ

What insider transaction did PZZA CEO Todd Penegor report?

Todd Penegor reported a tax-withholding disposition of common stock. On March 3, 2026, he disposed of 5,966 shares at $31.99 per share, reported under transaction code F on a Form 4 insider filing.

How many Papa Johns (PZZA) shares did the CEO dispose of for taxes?

The CEO disposed of 5,966 common shares for tax withholding purposes. The Form 4 lists this as a code F transaction, meaning shares were delivered to cover tax obligations rather than sold in a traditional open-market transaction.

What price per share was reported in the PZZA CEO’s Form 4 transaction?

The Form 4 reports a price of $31.99 per share for the 5,966 shares involved. This price is used to calculate the value of shares applied toward the tax withholding obligation for the CEO’s equity compensation.

How many Papa Johns (PZZA) shares does Todd Penegor own after the transaction?

After the tax-withholding disposition, Todd Penegor directly owns 204,532 shares of Papa Johns common stock. This post-transaction balance is explicitly stated in the Form 4 as the total number of shares following the reported transaction.

What does transaction code F mean in the PZZA Form 4 filing?

Transaction code F indicates a payment of tax liability by delivering securities. In this case, 5,966 Papa Johns common shares were disposed of to satisfy tax withholding obligations, rather than representing a discretionary open-market buy or sell.

Is the PZZA CEO’s reported transaction a market sale of shares?

The transaction is described as a tax-withholding disposition, not a standard market sale. Shares were delivered under code F to cover tax obligations related to equity, with 5,966 shares involved at a reported price of $31.99 per share.