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PAPA JOHNS INTERNATIONAL INC

For the period ended Jun 28, 2026. Filed Aug 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2026 · Filed Aug 6, 2026

PZZA$20.75+5.2%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Director and Officer Trading Arrangements

During the three months ended June 28, 2026, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

Ratification of Certain Matters

On July 31, 2026, the Board of Directors (the “Board”) of Papa John’s International, Inc. (the “Company”) adopted resolutions ratifying (the “Ratification”) under Section 204 of the General Corporation Law of the State of Delaware (the “DGCL”): (1) the grant of certain performance-based restricted stock units and time-based restricted stock with respect to a maximum aggregate of 232,254 shares (the “Equity Awards”) of the Company’s common stock (“Common Stock”), $0.01 par value per share (of which 188 shares of time based restricted stock may constitute putative stock) granted under the Company’s 2018 Omnibus Incentive Plan, as amended (the “Plan”), due to the failure of the issuance of the Equity Awards to have been authorized in accordance with the Plan and Delaware law and (2) an amendment to the Plan, effective January 1, 2025, to permit the grant of the Equity Awards. The Company inadvertently issued and delivered the Equity Awards to the Company’s President and Chief Executive Officer on March 3, 2025 (performance-based restricted stock units with respect to a maximum of 59,514 shares) and March 2, 2026 (188 shares of time-based restricted stock and performance-based restricted stock units with respect to a maximum of 172,552 shares) in excess of the individual sublimit on the number of shares of stock subject to certain awards that may be granted to individual award recipients in a fiscal year under the Plan. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization as described above or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions must be brought within the later of 120 days from (i) the validation effective time (which is July 31, 2026) and (ii) the giving of this notice (which is deemed given on the date that this Form 10-Q is filed with the Securities and Exchange Commission).

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