SecProbe.io

November 21, 2024
Ravi Thanawala
Chief Financial Officer & EVP, International
Papa John's International, Inc.
2002 Papa John’s Boulevard
Louisville, Kentucky 40299
Re:Papa John's International, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Fiscal Quarter Ended September 29, 2024
File No. 000-21660
Dear Ravi Thanawala:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Operating Income by Segment, page 43
1.You discuss the changes in adjusted operating income by segment, a non-GAAP
measure, without providing a similar discussion of the comparable GAAP measure.
Please revise to discuss the changes in operating income by segment with equal or
greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations. This comment also applies to your Forms 10-Q in fiscal year 2024.
Consolidated Statements of Operations, page 58
Please remove dividends declared per share from your consolidated statements of
operations and instead present this information in your consolidated statements of
stockholders' equity and/or footnotes. Similarly revise your Forms 10-Q and earnings 2.

November 21, 2024
Page 2
releases. Refer to ASC 505-10-S99-1, ASC 260-10-45-5 and SEC Release No. 33-
10532.
Notes to Consolidated Financial Statements
7. Earnings Per Share, page 75
3.We note that there are no adjustments for “dividends paid to participating securities”
and “net income attributable to participating securities” to net income attributable to
the company in your earnings per share calculations for the year ended December 31,
2023.  In addition, your disclosure in note 7 on page 14 of your 10-Q for the quarterly
period ended September 29, 2024 no longer indicates that you are calculating earnings
per share under the two-class method. Considering there appears to be outstanding
time-based restricted stock units at December 31, 2023 and restricted stock units
continue being issued during the fiscal year 2024, please tell us your basis for no
longer computing earnings per share under the two-class method.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Suying Li at 202-551-3335 or Angela Lumley at 202-551-3398 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services