PZZA registers 4.9M shares for 2018 Incentive Plan 鈥� dilution watch

Q: How many new shares did Papa John鈥檚 (PZZA) register in the June 2025 S-8?

The company registered 4,900,000 additional common shares for its 2018 Omnibus Incentive Plan.

Q: When was the share increase approved by shareholders?

Shareholders approved the amendment at the Annual Meeting on 1 May 2025.

Q: What risk does this filing pose to existing shareholders?

The primary risk is dilution if and when the additional shares are issued under future equity awards.

[S-8] Papa John's International Inc Employee Benefit Plan Registration

Filing Impact

(No impact)

Filing Sentiment

(Neutral)

Form Type

S-8

Rhea-AI Filing Summary

Papa John鈥檚 International, Inc. (NASDAQ: PZZA) filed a Form S-8 on 26 June 2025 to register 4,900,000 additional shares of common stock for issuance under the company鈥檚 2018 Omnibus Incentive Plan, as amended. The amendment was adopted by the Board on 20 February 2025 and ratified by shareholders on 1 May 2025. The filing incorporates prior S-8 materials (File No. 333-224770) and includes customary exhibits such as the legal opinion, auditor consent, and updated plan documents.

The registration allows PZZA to issue new equity for employee and director compensation, aligning incentives but also expanding the share count. There are no new financial statements, earnings metrics, or transactional disclosures in this filing; it is purely administrative.

Shares registered: 4.9 million common shares, par value $0.01
Purpose: Support equity awards granted under the 2018 Omnibus Incentive Plan
Status: Shareholder-approved; filing effectiveness upon SEC review

Overall, the impact on near-term operations is limited; investors should note potential dilution once shares are issued under future equity awards.

Positive

Shareholder approval obtained for the plan amendment, indicating governance alignment and investor consent.
Enhanced talent incentives: additional shares give management flexibility to attract and retain employees through equity compensation.

Negative

Potential dilution: registering 4.9 million new shares increases the total shares that may enter the market as awards vest.

Insights

TL;DR: Routine S-8 registering 4.9 M incentive shares; minor dilution risk, neutral operational impact.

This Form S-8 is an administrative step enabling Papa John鈥檚 to distribute 4.9 million additional shares through its 2018 Omnibus Incentive Plan. From a valuation standpoint, the filing itself creates no immediate P&L effect, but it does increase the pool of issuable shares, introducing incremental dilution once options or RSUs vest. Because shareholders already approved the amendment, the market likely priced in the effect. The filing strengthens the company鈥檚 ability to recruit and retain talent, a modest positive offsetting dilution concerns. Net impact: neutral.

TL;DR: Shareholder-sanctioned plan expansion demonstrates proper governance; dilution manageable but to be monitored.

Board adoption followed by shareholder approval conforms to best-practice governance, signalling transparency. The 4.9 million-share increase is material to compensation strategy, but the company preserved shareholder rights by seeking consent at the 2025 AGM. Future proxy statements should disclose burn rate and overhang to maintain confidence. No red flags in exhibit list or signatories.

06/26/2025 - 08:31 AM

As filed with the Securities and Exchange Commission on June 26, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PAPA JOHN’S INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		61-1203323
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2002 Papa John’s Boulevard

Louisville, Kentucky 40299

(502) 261-7272

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Papa John’s International, Inc.

2018 Omnibus Incentive Plan

(Full title of the Plan)

Caroline M. Oyler

Chief Legal and Risk Officer and Corporate Secretary

Papa John’s International, Inc.

2002 Papa John’s Boulevard

Louisville, Kentucky 40299

(502) 261-7272

(Name, address and telephone number of agent for service)

Copy to:

John B. Beckman

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, D.C. 20004

(202) 637-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer x		Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting		Smaller reporting company ¨
company)		Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act company ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) of Papa John’s International, Inc., Inc. (the “Registrant”) is being filed to register 4,900,000 additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) authorized for issuance pursuant to the Papa John's International, Inc.'s 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”). The Registrant previously registered shares of Common Stock under the 2018 Plan on Registration Statement on Form S-8 (File No. 333-224770) filed on May 9, 2018 (the “Prior Registration Statement”). On February 20, 2025, the Registrant’s Board of Directors adopted an amendment to the 2018 Plan to increase the number of shares of Common Stock available for issuance thereunder by 4,900,000 (the “Amendment”), subject to stockholder approval. The Registrant's stockholders approved the Amendment at the Registrant’s Annual Meeting of Stockholders on May 1, 2025.

As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statement, except to the extent supplemented, amended, or superseded by the information set forth herein.

Item 8. Exhibits

Exhibit No.		Description

4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017).

5.1		Opinion of Hogan Lovells US LLP regarding the legality of the Common Stock registered hereby.*

10.1		Papa John’s International, Inc. 2018 Omnibus Incentive Plan. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed May 1, 2018).

10.2		First Amendment to the Papa John’s International, Inc. 2018 Omnibus Incentive Plan.*

23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1).*

23.2		Consent of Ernst & Young LLP, independent registered public accountants.*

24.1		Power of Attorney (included in the signature page to this registration statement).*

107		Filing Fee Table.*

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Kentucky, on June 26, 2025.

	Papa John’s International, Inc. (Registrant)


	By:	/s/ Todd A. Penegor
		Todd A. Penegor
		President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Caroline M. Oyler and John Matter his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed as of June 26, 2025 by the following persons in the capacities indicated.

Signature		Title

/s/ Todd A. Penegor		Director, President and Chief Executive Officer (Principal Executive Officer)
Todd A. Penegor

/s/ Ravi M. Thanawala		Chief Financial Officer and EVP, International (Principal Financial Officer and Principal Accounting Officer)
Ravi M. Thanawala

/s/ Christopher L. Coleman		Chairperson
Christopher L. Coleman

/s/ John W. Garratt		Director
John W. Garratt

/s/ Stephen L. Gibbs		Director
Stephen L. Gibbs

/s/ Laurette T. Koellner		Director
Laurette T. Koellner

/s/ Jocelyn C. Mangan		Director
Jocelyn C. Mangan

/s/ Sonya E. Medina		Director
Sonya E. Medina

/s/ John C. Miller		Director
John C. Miller

Source:

FAQ

How many new shares did Papa John鈥檚 (PZZA) register in the June 2025 S-8?

The company registered 4,900,000 additional common shares for its 2018 Omnibus Incentive Plan.

Why did Papa John鈥檚 file this Form S-8?

The filing enables the company to issue stock and option awards under its employee incentive plan following shareholder approval.

When was the share increase approved by shareholders?

Shareholders approved the amendment at the Annual Meeting on 1 May 2025.

Does the S-8 filing affect current earnings or cash flow?

No. A Form S-8 is an administrative registration statement; it does not include earnings information or impact cash flow.

What risk does this filing pose to existing shareholders?

The primary risk is dilution if and when the additional shares are issued under future equity awards.

AG真人官方

[S-8] Papa John's International Inc Employee Benefit Plan Registration

Insights

FAQ

How many new shares did Papa John鈥檚 (PZZA) register in the June 2025 S-8?

Why did Papa John鈥檚 file this Form S-8?

When was the share increase approved by shareholders?

Does the S-8 filing affect current earnings or cash flow?

What risk does this filing pose to existing shareholders?

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[S-8] Papa John's International Inc Employee Benefit Plan Registration

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Equity Analyst neutral

Corporate Governance Specialist neutral

FAQ

How many new shares did Papa John鈥檚 (PZZA) register in the June 2025 S-8?

Why did Papa John鈥檚 file this Form S-8?

When was the share increase approved by shareholders?

Does the S-8 filing affect current earnings or cash flow?

What risk does this filing pose to existing shareholders?

NASDAQ:PZZA

PZZA Rankings

PZZA Latest News

PZZA Latest SEC Filings

PZZA Stock Data