Papa John's (PZZA) CAO gets 19,568-share restricted stock grant

Rhea-AI Filing Summary

Papa John's International Chief Administrative Officer Caroline Miller Oyler reported equity compensation and related share movements in company stock. She received a grant of 19,568 shares of restricted stock at no cost. According to a footnote, these shares vest in three equal annual installments beginning one year from the grant date.

On an earlier date, 252 shares of common stock were withheld at $31.35 per share to cover tax obligations, a disposition classified as payment of tax liability rather than an open-market sale. Following these transactions, she directly holds tens of thousands of common shares and also has 685.13 shares held indirectly through a 401(k) plan based on a statement dated as of December 31, 2025.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		252	D	$31.35	47,261	D
Common Stock	03/02/2026		A(1)		19,568	A	$0.0000	66,829	D
Common Stock								685.13(2)	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:

1. Grant of shares of restricted stock vesting in three equal annual installments beginning one year from the grant date.

2. The total shares held in the 401(k) Plan is based on a statement dated as of December 31, 2025.

	Debra Tate Johnson, by Power of Attorney	03/03/2026
	** 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 transactions did PZZA executive Caroline Miller Oyler report?

Caroline Miller Oyler reported a grant of restricted Papa John's common stock and a small share disposition for tax withholding. She also disclosed indirect holdings in a 401(k) plan, detailing her overall equity exposure to PZZA as of the reported dates.

How large was the restricted stock grant reported by PZZA's Chief Administrative Officer?

The filing shows a grant of 19,568 shares of restricted common stock to Caroline Miller Oyler. These shares were awarded at no cash cost to her and represent additional equity compensation tied to her executive role at Papa John's.

What is the vesting schedule for Caroline Miller Oyler’s PZZA restricted shares?

The restricted stock grant vests in three equal annual installments, starting one year from the grant date. This means one‑third of the 19,568 shares becomes unrestricted each year over a three‑year period, aligning compensation with longer-term company performance.

Why were 252 shares of PZZA common stock disposed of in the filing?

The 252-share disposition was classified as a tax-withholding transaction at $31.35 per share. Shares were delivered to satisfy tax obligations associated with equity awards, rather than being sold in an open-market trade by Caroline Miller Oyler.

What PZZA shareholdings does Caroline Miller Oyler report after these transactions?

After the reported transactions, Caroline Miller Oyler directly owns a substantial number of Papa John's common shares and has 685.13 shares held indirectly through a 401(k) plan. The 401(k) balance is based on a statement dated as of December 31, 2025.

How are PZZA shares held in Caroline Miller Oyler’s 401(k) plan reported?

The filing lists 685.13 shares of Papa John's common stock held indirectly through a 401(k) plan. A footnote clarifies this amount comes from a 401(k) statement dated as of December 31, 2025, providing a snapshot of retirement-plan ownership.