Stock Markets May 14, 2026 04:30 PM

Largest U.S. Papa John’s Franchisee Partners with Irth Capital in Proposed Take-Private Bid

Nadeem Bajwa to inject capital alongside Irth’s $47-per-share offer as the pizza chain weighs a sale

By Ajmal Hussain PZZA

Irth Capital is collaborating with Nadeem Bajwa, the largest U.S. Papa John’s franchisee who operates nearly 300 restaurants, in a bid to take Papa John’s private. Sources say Bajwa will make a "significant investment" in support of Irth’s $47-per-share offer, which is backed by Brookfield Asset Management and represents a 44% premium to recent trading levels. The involvement of a major franchisee adds an uncommon dynamic to the company’s sale discussions and may influence the speed of the process.

Largest U.S. Papa John’s Franchisee Partners with Irth Capital in Proposed Take-Private Bid
PZZA

Key Points

  • Irth Capital is working with Nadeem Bajwa - the largest U.S. Papa John’s franchisee operating nearly 300 restaurants - to pursue a take-private transaction for Papa John’s.
  • Irth’s $47-per-share offer, backed by Brookfield Asset Management and following an earlier failed joint approach with Apollo in 2025, represents a 44% premium to a recent closing price of $32.72.
  • Papa John’s faced a first-quarter earnings miss driven by lower North American sales, and its shares have fallen nearly 15% year-to-date amid sector-wide pressures such as ingredient inflation and changing consumer preferences.

Investment firm Irth Capital has enlisted the support of Papa John’s International’s largest U.S. franchisee in a bid to take the pizza chain private, three people familiar with the matter told Reuters. The operator, Nadeem Bajwa, who now runs nearly 300 Papa John’s restaurants after once delivering pizzas for the brand as a college student, is expected to commit a "significant investment" to the buyout effort, two of the sources said.

The sources, who spoke on the condition of anonymity because the talks are private, said the company’s board and management have been notified of Bajwa’s intention to participate. Bajwa’s involvement pairs Papa John’s biggest domestic operator with Irth, one of the chain’s top five investors - a combination that industry participants say could alter the dynamics of the ongoing sale process.


Deal background and bid details

Irth previously submitted a $47-per-share offer for Papa John’s earlier this year, an offer that enjoys backing from Brookfield Asset Management. That proposal followed a joint approach with Apollo Global Management that failed in 2025. The $47 bid equates to a 44% premium over the company’s closing share price of $32.72 on Thursday, according to one of the sources.

All of the sources cautioned there is no certainty a transaction will be completed. Representatives for Bajwa were not reachable for comment, and Irth and Papa John’s declined to comment, according to the sources.


Why Bajwa’s participation matters

Analysts and advisers note the unusual nature of a leading franchisee taking an active investment role in a bidder’s offer. "It is highly unusual to see this kind of cooperation between a franchisee and a bidder and this should give comfort to management and investors that Irth’s bid, backed by Brookfield, is real and that there is a way forward for this company," said Peter da Silva Vint, managing partner at consulting firm Jasper Street, which advises companies under pressure from activist investors.

As a franchisee, Bajwa’s stake in the outcome could lend operational credibility to the offer and may help smooth negotiations between prospective owners and the restaurant operator network. Sources said Irth already holds roughly 10% of Papa John’s stock, though about half of that position is in derivatives, according to one person with knowledge of its holdings.


Bajwa and Bajco Group: scale and franchise influence

Bajwa emigrated from Pakistan to the United States nearly four decades ago and built the Bajco Group with two brothers and other family members. The group’s holdings include construction and accounting businesses alongside its Papa John’s footprint of nearly 300 locations.

Based in Boardman, Ohio, Bajco opened its first two Papa John’s restaurants in 2002 and expanded with 10 units in the Pittsburgh area the following year, the sources said. Bajwa currently sits on the executive committee of Papa John’s franchise advisory council, which collaborates with company management, and he serves as vice chair of the Papa John’s Franchise Association, an independent group of franchisees. Those roles make him a central figure in discussions that bridge the company and its franchise owners.


Company performance and sector context

Papa John’s recently reported first-quarter earnings that missed expectations, a shortfall attributable to a decline in North American sales, according to the people familiar with the matter. The company’s shares have fallen nearly 15% so far this year, mirroring a broader trend of underperformance among quick-service restaurant stocks as operators contend with ingredient inflation and consumers who are increasingly sensitive to cost and calories.

The current environment has prompted several smaller restaurant chains to go private in the past year as they recalibrate away from public-market scrutiny during a period of softer demand. Pizza Hut, owned by Yum Brands, is also reported to be exploring a sale to a private buyer, illustrating the wider interest in take-private transactions across the sector.


Scale and ownership notes

Papa John’s operates about 6,000 locations worldwide. Irth’s stake, along with Bajwa’s intended contribution, represents a notable alignment between an investor and a top franchise operator, but the sources reiterated that discussions are ongoing and a definitive outcome has not been reached.

Market participants and company advisers will likely watch whether a franchisee-backed bid accelerates negotiations or alters terms, but the eventual path forward remains uncertain as parties continue to evaluate offers and strategic options.

Risks

  • No certainty a deal will be completed - discussions are ongoing and sources cautioned a transaction is not guaranteed, creating execution risk for any proposed buyout. (Impacted sectors: M&A activity, Financial markets)
  • Operational and franchise dynamics - while Bajwa’s participation could smooth relations, aligning a major franchisee with a bidder is unusual and may introduce negotiation complexities between owners and the broader franchise network. (Impacted sectors: Restaurants, Franchising)
  • Sector headwinds persist - quick-service restaurants face margin pressure from ingredient inflation and shifting consumer behavior, which may affect valuation and post-transaction performance. (Impacted sectors: Restaurants, Consumer discretionary)

More from Stock Markets

MOEX Russia Index Ends Lower as Mining, Power and Oil & Gas Weigh on Market May 14, 2026 LVMH to Transfer Marc Jacobs Brand to WHP Global After Nearly Three Decades May 14, 2026 Gemini Space Station Shares Leap After $100 Million Bitcoin-Funded Investment May 14, 2026 After-hours movers: Applied Materials, Figma, DexCom, DLocal, StoneCo and Papa John’s react to earnings and strategic moves May 14, 2026 U.S. Equity Benchmarks Close Higher; Tech, Energy and Industrials Lead Gains May 14, 2026