Director Stephen L. Gibbs awarded 103 Papa John’s (PZZA) shares via RSU dividends

Rhea-AI Filing Summary

Papa John's International director Stephen L. Gibbs reported an equity award. On February 20, 2026, he acquired 103 shares of common stock at a reported value of $31.59 per share through a grant, award, or other acquisition.

According to the footnote, this reflects the acquisition of dividend equivalent rights tied to Gibbs's annual restricted stock unit awards. After this transaction, he directly owned 7,247 common shares, indicating a modest increase in his equity stake through compensation rather than an open-market purchase.

Insider Trade Summary

Net Buyer: 103 shares

Net Buy 1 txn

Insider Gibbs Stephen L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	103	$31.59	$3K

Holdings After Transaction: Common Stock — 7,247 shares (Direct)

Footnotes (1)

1. F1. Acquisition of dividend equivalent rights on annual restricted stock unit awards.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/23/2026 - 04:37 PM Learn about SEC filing dates

FAQ

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

Stephen L. Gibbs reported acquiring 103 shares of Papa John’s common stock. The Form 4 shows this was a grant or award, not an open-market trade, and relates to dividend equivalent rights on his annual restricted stock unit awards.

Was the PZZA insider transaction by Stephen L. Gibbs a stock purchase or award?

The filing describes the transaction as a stock award, not a market purchase. Code “A” indicates a grant, award, or other acquisition, specifically tied to dividend equivalent rights on Gibbs’s annual restricted stock unit awards.

How many Papa John’s (PZZA) shares did Stephen L. Gibbs acquire in this Form 4?

Stephen L. Gibbs acquired 103 shares of Papa John’s common stock. These shares were granted as part of dividend equivalent rights on his restricted stock unit awards, increasing his direct holdings without an open-market buy.

What is Stephen L. Gibbs’s total Papa John’s share ownership after this transaction?

After the reported award, Stephen L. Gibbs directly owned 7,247 Papa John’s common shares. This total reflects his holdings following the 103-share grant tied to dividend equivalent rights on annual restricted stock unit awards.

At what price per share was the PZZA equity award to Stephen L. Gibbs reported?

The 103-share award to Stephen L. Gibbs was reported at $31.59 per share. This value is shown in the Form 4 as the transaction price associated with the grant of dividend equivalent rights on restricted stock unit awards.

What does the footnote in Stephen L. Gibbs’s PZZA Form 4 explain?

The footnote explains the transaction is an acquisition of dividend equivalent rights on annual restricted stock unit awards. This clarifies that the new shares arise from equity compensation mechanics rather than discretionary buying or selling in the open market.

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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		A(1)		103	A	$31.59	7,247	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:

1. Acquisition of dividend equivalent rights on annual restricted stock unit awards.

	Debra Tate Johnson, by Power of Attorney	02/23/2026
	** 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.
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