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During the fiscal quarter ended December 28, 2025, no director or officer of the Company adopted or terminated 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.
+Added: Item 2.05 Cost Associated with Exit or Disposal Activities
+Added: On February 24, 2026, the Board of Directors approved the second phase of a new business transformation program (the “Enterprise Transformation Plan”), designed to improve organizational effectiveness, reduce overhead duplication and non-consumer-facing spending, and improve Domestic market and franchisee health, following approval and commencement of the first phase in December 2025.
+Added: The second phase of the Enterprise Transformation Plan, which is expected to be implemented throughout 2026 and 2027, will focus on optimizing the Company’s restaurant portfolio and improving restaurant-level profitability.
+Added: The Company currently estimates that it will incur restructuring charges of approximately $16 million to $23 million in 2026 and 2027 related to actions under the Enterprise Transformation Plan approved thus far, exclusive of the $7.7 million recognized during 2025 related to the first phase.
+Added: Specifically, in the second phase, the Company anticipates incurring restructuring costs of approximately $13 million to $19 million associated with consulting and other professional services and administrative costs as well as approximately $3 million to $4 million of equity-based retention grants to certain employees and severance costs.
+Added: In addition, the Company estimates that approximately $14 million to $20 million of the $16 million to $23 million expected to be incurred in connection with the second phase will be cash expenditures.
+Added: As discussed under “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments and Trends”, the implementation of the Enterprise Transformation Plan remains ongoing and may result in additional restructuring charges, although the amounts and nature of future expenses are currently not estimable.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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10.3* Employment Agreement between Papa John’s International, Inc.
−Removed: and Todd Penegor dated and effective July 31, 2024 (incorporated by reference to our Exhibit 10.1 to our Current Report on Form 8-K filed on August 5, 2024).
−Removed: 10.4 Amended and Restated Credit Agreement, dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors and lenders party thereto, and JPMorgan Chase Bank, Inc., as administrative agent.
−Removed: Exhibit 10.1 to our report on Form 8-K as filed on September 14, 2021 is incorporated herein by reference.
+Added: and Todd Penegor dated and effective July 31, 2024 .
+Added: Exhibit 10.1 to our r eport on Form 8-K as filed on August 5, 2024 is incorporated herein by reference .
+Added: 10.4 Second Amended and Restated Credit Agreement, dated March 26, 2025, among Papa John’s International, Inc., each of the guarantors and lenders party thereto, and JPMorgan Chase Bank, Inc., as administrative agent, and other agents party thereto.
+Added: Exhibit 4.1 to our report on Form 8-K as filed on March 27, 2025 is incorporated herein by reference.
10.5* Papa John’s International, Inc.
3 unchanged sentences
Nonqualified Deferred Compensation Plan, as amended and restated, effective January 1, 2025.
−Removed: Exhibit 10.1 to our Quarterly Report on Form 10-Q for the same fiscal quarter ended September 29, 2024 is incorporated herein by reference.
+Added: Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2024 is incorporated herein by reference.
10.7* Papa John’s International, Inc.
2 unchanged sentences
Number Description of Exhibit
+Added: 10.8* First Amendment to the Papa John’s International, Inc.
+Added: 2018 Omnibus Incentive Plan.
+Added: Exhibit 10.2 to our Registration Statement on Form S-8 as filed on June 26, 2025 is incorporated herein by reference.
10.9* Papa John’s International, Inc.
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10.10* Amendment No.
−Removed: 1 to the Company’s Amended and Restated Change of Control Severance Plan, dated August 6, 2024 (incorporated by reference to our Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 filed on August 8, 2024).
+Added: 1 to the Company’s Amended and Restated Change of Control Severance Plan, dated August 6, 2024 (incorporated by reference to our Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ly period ended June 30, 2024 is incorporated he rein by reference .
10.11* Papa John’s International, Inc.
8 unchanged sentences
Exhibit 10.1 to our report on Form 8-K as filed on December 7, 2020 is incorporated herein by reference .
−Removed: 10.13 Amendment No.
−Removed: 1, dated as of May 30, 2023, to Amended and Restated Credit Agreement, dated as of September 14, 2021, among Papa John’s International, Inc., each of the guarantors and lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
−Removed: Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2023 is incorporated herein by reference.
−Removed: 10.14* Form of Performance-Based Retention Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 19, 2024).
+Added: 10.14* Form of Performance-Based Retention Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on July 19, 2024 is incorporated herein by reference .
10.15* Form of 2024 Restricted Stock Agreement under 2018 Omnibus Incentive Plan.
+Added: Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 is incorporated herein by reference.
10.16* Form of 2024 Performance-Based Restricted Stock Unit Agreement under 2018 Omnibus Incentive Plan.
+Added: Exhibit 10.16 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 is incorporated herein by reference.
+Added: 10.17* ** Form of 2025 Restricted Stock Agreement under 2018 Omnibus Incentive Plan.
+Added: 10.18* ** Form of 2025 Performance-Based Restricted Stock Unit Agreement under 2018 Omnibus Incentive Plan.
19 Insider Trading Policy .
+Added: Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 is incorporated herein by reference.
21** Subsidiaries of the Company.
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Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Number Description of Exhibit
32.2** Section 906 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
2 unchanged sentences
Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is incorporated herein by reference.
−Removed: Number Description of Exhibit
101 Financial statements from the Annual Report on Form 10-K of Papa John’s International, Inc.
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Penegor (Principal Executive Officer and Director)
−Removed: Thanawala Chief Financial Officer & EVP, International February 27, 2025
−Removed: Thanawala (Principal Financial Officer and Principal Accounting Officer)
+Added: Thanawala Chief Financial Officer & President, North America February 26, 2026
+Added: Thanawala (Principal Financial Officer)
+Added: /s/ Christopher K.
+Added: Collins Senior Vice President of Corporate Finance and Principal Accounting Officer February 26, 2026
+Added: Christopher K.
+Added: Collins (Principal Accounting Officer)
Garratt Director February 26, 2026
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.