{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-027683","form_type":"8-K","ticker":"PZZA","cik":"0000901491","company_name":"PAPA JOHNS INTERNATIONAL INC","filed_at":"2023-03-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:48.487416+00:00","generated_at":"2026-06-18T16:45:18.393980+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Papa Johns repurchases $180M shares from Starboard; Board Chair Smith resigns, Coleman appointed","bullets":["Repurchased 2,176,928 shares from Starboard at $82.52/share (~$180M), a ~4% discount to March 1 close.","Starboard's ownership drops to ~2% of outstanding shares after repurchase.","Jeffrey Smith resigns from Board effective March 1; Christopher Coleman appointed new independent Chair.","Repurchase funded by cash on hand and revolving credit; ~$90M remains under $425M authorization.","Company has spent >$410M on buybacks since 2020, repurchasing >10% of shares outstanding."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-027683","json":"https://secwatch.observer/filing/0001104659-23-027683.json","markdown":"https://secwatch.observer/filing/0001104659-23-027683.md","text":"https://secwatch.observer/filing/0001104659-23-027683.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/tm238294d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T16:45:18.393980+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"444625ab02","claim":"Jeffrey C. Smith resigned as Chair of the Board at PAPA JOHNS INTERNATIONAL INC.","evidence_excerpt":"On March 1, 2023, Jeffrey C. Smith, Chair of the Board, who is also the Chief Executive Officer of Starboard Value LP, notified the Board that he would be resigning from the Board effective immediately.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chair of the Board"}],"fact_type":"executive_change"},{"claim_id":"c8ebc5cd48","claim":"Christopher L. Coleman was appointed as Chair of the Board at PAPA JOHNS INTERNATIONAL INC.","evidence_excerpt":"Effective as of Mr. Smith’s departure, Christopher L. Coleman will serve as the Chair of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chair of the Board"}],"fact_type":"executive_change"},{"claim_id":"074cbe1780eee60b97398435d8c1242b91f2630e","claim":"PAPA JOHNS INTERNATIONAL INC entered into Share Repurchase Agreement with certain funds affiliated with, or managed by, Starboard Value LP valued at approximately $180.0 million (effective 2023-03-01).","evidence_excerpt":"On March 1, 2023, Papa John’s International, Inc. (the “ Company ”) entered into a Share Repurchase Agreement (the “ Repurchase Agreement ”) with certain funds affiliated with, or managed by, Starboard Value LP (each, a “ Seller ” and collectively the “ Sellers ”), pursuant to which the Company is repurchasing from the Sellers 2,176,928 shares of the Company’s common stock, par value $0.01 per share (“ Common Stock ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/901491/000110465923027683/0001104659-23-027683-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain funds affiliated with, or managed by, Starboard Value LP"},{"label":"Value","value":"approximately $180.0 million"},{"label":"Effective","value":"2023-03-01"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}