PAPA JOHNS INTERNATIONAL INC 10-Q

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 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. 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). 47 Item 6. Exhibits Exhibit Number Description 10.1* Second Amendment to the Papa John’s International, Inc. 2018 Omnibus Incentive Plan. 31.1 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial and Accounting Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Financial statements from the quarterly report on Form 10-Q of Papa John’s International, Inc. for the quarter ended June 28, 2026, filed on August 6, 2026, formatted in iXBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Deficit, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *Filed herewith 48 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PAPA JOHN’S INTERNATIONAL, INC. (Registrant) Date: August 6, 2026 /s/ Chris Collins Chris Collins Principal Financial and Accounting Officer 49