Potbelly Corpora SEC Filings

Potbelly Corp (PBPB) director reported a change-of-control cash-out. On 10/23/2025, the insider disposed of 89,529 shares of common stock at $17.12 per share in connection with the merger in which all outstanding Potbelly shares were converted to cash.

Following the transaction, the director reported 0 shares beneficially owned. The filing notes 9,765 unvested RSUs; vested RSUs were converted into cash at $17.12 per share, while unvested RSUs were substituted into cash awards that retain the original vesting schedule and include double-trigger acceleration upon certain post-closing terminations.

Potbelly Corp (PBPB) reported an insider transaction tied to its merger with RaceTrac. A director disposed of 158,840 shares of common stock on 10/23/2025 at $17.12 per share, resulting in 0 shares beneficially owned after the transaction.

The filing explains that, at the merger’s effective time, each Potbelly common share was converted into the right to receive $17.12 in cash, and Potbelly became a wholly owned subsidiary of RaceTrac. It also notes treatment of equity awards: 17,089 unvested RSUs were converted into cash-based awards with the same vesting terms, while vested RSUs were cashed out at the same per‑share price.

Potbelly Corp (PBPB) director reported the automatic disposition of common stock in connection with the closing of a merger. On 10/23/2025, 49,386 shares were converted into cash at $17.12 per share, resulting in 0 shares beneficially owned after the transaction. The filing lists the transaction code as a disposition tied to the merger mechanics.

Per the merger terms with RaceTrac, Inc., each outstanding share was cancelled and converted into the right to receive cash at $17.12. The filing notes 10,498 unvested RSUs; vested RSUs were cancelled for a cash amount based on the same per‑share price, and unvested RSUs became cash awards with the same vesting schedule and double‑trigger acceleration upon certain terminations after closing.

Potbelly Corp (PBPB) director reported a merger-related cash-out of common stock. On 10/23/2025, each share was converted into the right to receive $17.12 in cash pursuant to the merger with RaceTrac, Inc. The filing shows disposition of 147,726 common shares at $17.12 per share, with beneficial ownership reported as 0 shares following the transaction.

The filing also details equity award treatment. It notes 9,765 unvested restricted stock units (RSUs). Vested RSUs were converted into cash based on the $17.12 per-share price. Unvested RSUs were cancelled and substituted into cash-based awards equal to the same per-share value, maintaining prior vesting conditions, with double-trigger accelerated vesting upon certain post-closing terminations.

Potbelly Corp (PBPB) reported an insider transaction tied to its merger with RaceTrac, Inc. On 10/23/2025, a director disposed of 248,826 shares of common stock at $17.12 per share in cash as all outstanding shares were converted at closing. Following the transaction, the reporting person held 0 shares.

The filing notes that, at the merger’s effective time, each outstanding share was cancelled and converted into the right to receive $17.12 in cash. It also explains equity award treatment: vested RSUs were converted into a cash payment based on the per-share price, while unvested RSUs became cash-based awards with the same vesting schedule and double-trigger acceleration upon certain terminations after closing.

Potbelly Corp (PBPB) director filed a Form 4 reporting the disposition of 77,304 shares of common stock at $17.12 per share on 10/23/2025 in connection with the closing of the merger with RaceTrac. Following the transaction, the reporting person’s beneficial ownership was 0 shares.

Per the merger terms, each outstanding Potbelly share was converted into the right to receive $17.12 in cash. The footnotes state the holder’s equity included 16,113 unvested RSUs. Vested RSUs were cashed out at $17.12 per underlying share, while unvested RSUs were converted into cash-based awards with the same vesting conditions and “double‑trigger” acceleration upon a qualifying termination during a post‑closing period.

Potbelly Corp (PBPB) director reported transactions tied to the closing of the merger with RaceTrac, Inc. Under the merger terms, each Potbelly common share was converted into the right to receive $17.12 per share in cash at the effective time.

The filing shows dispositions of common stock and cancellation of warrants in exchange for cash per the agreement. Reported post-transaction beneficial ownership for the listed holdings is 0 shares. Footnotes detail treatment of RSUs (vested converted to cash and unvested replaced with cash awards carrying prior vesting terms with “double-trigger” acceleration) and confirm warrants were cancelled for cash based on the $17.12 price minus any exercise price. The filing also corrects prior Form 3 counts for shares and warrants.

Potbelly Corp (PBPB) — CEO/Director Form 4 tied to merger closing. The filing reflects the completion of a merger in which Hero Sub Inc. merged into Potbelly, making Potbelly a wholly owned subsidiary of RaceTrac, Inc. At the effective time, each outstanding share of Potbelly common stock was converted into the right to receive $17.12 per share in cash, without interest and subject to withholding.

The report shows equity award treatment under the merger agreement. It notes 72,188 unvested RSUs; vested RSUs were canceled for a cash amount equal to $17.12 times the underlying shares, and unvested RSUs were converted into cash-based awards that retain original vesting terms with “double-trigger” accelerated vesting upon certain terminations during a post‑closing period. Unvested PSUs were canceled and converted into cash-based awards equal to $17.12 times the underlying shares, with performance measured at the greater of target or actual achievement and payable on the original performance period end, subject to continued service, with similar double‑trigger protection.

Potbelly Corp (PBPB) — Form 4 following merger closing. The company completed a merger with RaceTrac, Inc., after which each share of Potbelly common stock was converted into the right to receive $17.12 in cash. The reporting person, Potbelly’s SVP, CFO and Chief Strategy Officer, reported a disposition of common stock at $17.12 per share and now holds 0 shares.

Equity awards were cash-settled or substituted per the merger terms. Vested RSUs were cancelled for cash at $17.12 per underlying share, and unvested RSUs were substituted into cash awards that retain original vesting schedules with double‑trigger acceleration. Unvested PSUs were converted into cash awards valued at $17.12 per underlying share, with performance set at the greater of target or actual achievement, payable on the original performance period’s vesting date, subject to continued service or qualifying termination protections.