Papa Johns (NASDAQ: PZZA) CAO reports routine tax share withholding

Rhea-AI Filing Summary

Papa Johns International Chief Administrative Officer Caroline Miller Oyler reported a routine share adjustment tied to taxes. On March 25, 2026, 714 shares of common stock valued at $33.12 per share were disposed of as a tax-withholding transaction, not an open-market sale. After this, she directly owns 65,001 shares and indirectly holds 685.13 shares through a 401(k) plan.

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^*

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)
03/25/2026

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	03/25/2026		F		714	D	$33.12	65,001	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	03/26/2026
	** 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 PAPA JOHNS (PZZA) report for Caroline Miller Oyler?

Caroline Miller Oyler reported a tax-withholding share disposition. On March 25, 2026, 714 Papa Johns common shares were delivered at $33.12 per share to satisfy tax obligations, rather than being sold on the open market.

How many PZZA shares were involved in the March 25, 2026 Form 4?

The Form 4 shows 714 Papa Johns common shares were disposed of. The transaction was coded as tax withholding, meaning the shares were used to cover tax liabilities associated with equity compensation, not a discretionary market trade.

Does the PZZA Form 4 indicate an open-market sale by the executive?

No, the transaction is a tax-withholding disposition, not an open-market sale. Shares were delivered to meet tax obligations on equity compensation, which is a mechanical process and generally does not reflect the executive’s view on the stock’s prospects.

What are Caroline Miller Oyler’s PZZA share holdings after this filing?

After the reported tax-withholding transaction, she directly owns 65,001 Papa Johns common shares. The Form 4 also reports an additional 685.13 shares held indirectly through a 401(k) plan, providing a fuller picture of her overall equity stake.

What does transaction code F mean in the Papa Johns (PZZA) Form 4?

Transaction code F represents payment of tax liability by delivering securities. In this case, 714 Papa Johns shares were withheld or delivered at $33.12 per share to cover taxes arising from equity awards, rather than being voluntarily sold in the market.