Potbelly Corpora SEC Filings

Robert D. Wright, President and CEO and a director of Potbelly Corporation (PBPB), reported two disposals of common stock on 10/03/2025. The filings show 5,862 shares disposed at $0 and 23,447 shares disposed at $0, leaving reported beneficial ownership of 856,079 and 832,632 shares after each transaction line respectively. Both transactions are coded as G and are reported on a single Form 4 filed by one reporting person. The form is signed by Robert D. Wright on 10/07/2025.

Potbelly Corporation received a Schedule 13G showing that Glazer Capital, LLC and its managing member, Paul J. Glazer, report beneficial ownership of 1,605,145 shares of Potbelly common stock, representing 5.31% of the class. The shares are held by funds and managed accounts for which Glazer Capital serves as investment manager and Mr. Glazer reports shared voting and dispositive power over the reported shares, with no sole voting or dispositive power claimed. The filing states the position was not taken to change or influence control of the issuer. The reporting persons list business and citizenship details and certify the accuracy of the statement.

Potbelly Corporation received a cash tender offer from Hero Sub Inc., a RaceTrac subsidiary, to buy all outstanding shares at $17.12 per share. The Schedule 14D-9 describes the Offer and a related Merger Agreement providing for a two-step transaction that would promptly follow the Offer so remaining stockholders would receive the same per-share price.

The Board engaged advisors including Piper Sandler, which concluded the $17.12 Offer was an attractive price and the highest RaceTrac would pay at signing after negotiations that began with a May offer of $13.50 and a July counterproposal of $18.00. The agreement includes customary closing conditions, a 3.5% company termination fee, a non-solicitation provision and exclusivity. The filing includes management projections showing revenue rising from $487.1M (2025E) to $725.4M (2029E) and related EBITDA and free cash flow estimates used by advisors. The Projections are non-GAAP, were prepared for board review and are not reconciled to GAAP in this filing.

Potbelly Corporation and RaceTrac, Inc. agreed to a merger under an Agreement and Plan of Merger dated Sept 9, 2025. The transaction contemplates an offer and subsequent merger subject to customary conditions including a minimum tender, expiration or termination of the Hart-Scott-Rodino waiting period, absence of prohibitive government orders, and no company Material Adverse Effect. Outstanding vested and unvested Potbelly RSUs will be converted into cash payable based on the Merger Consideration, and outstanding options will be cashed out for the excess of the Merger Consideration over the exercise price, net of required withholding. Certain stockholders signed a Tender and Support Agreement representing approximately 10.2% of outstanding shares. Offer and solicitation materials and related SEC filings will be made available on the SEC website and Potbelly's investor site.

Robert D. Wright, President and CEO and a director of Potbelly Corporation (PBPB), reported three stock dispositions on 08/31/2025 that reflect shares withheld to cover tax liabilities upon the vesting of restricted stock units. The dispositions total 2,182 shares sold at $12.94 per share, reducing his direct beneficial ownership to 861,941 shares after adjustments. The filing also explains retrospective corrections: an omitted grant of 49,212 RSUs (Jan 3, 2024), an unreported vesting of 22,298 PSUs (vested Feb 5, 2024), an erroneous prior RSU withholding entry on July 31, 2025, and an unreported purchase of 300 shares on May 15, 2024. The form is signed by Mr. Wright on 09/02/2025.

Insider activity at Potbelly Corporation (PBPB): Robert D. Wright, the company's President and CEO and a director, had 23,479 price performance stock units vest on August 8, 2025, each convertible into one share of common stock. On the same date, 9,238 shares were withheld to cover tax liabilities related to the vesting; the transaction price reported for the withholding was $12.55 per share. After the vesting and withholding transactions, Mr. Wright was reported to beneficially own 788,944 shares of common stock. The Form 4 was signed on August 18, 2025. The filing explains that the performance units vest in two installments upon achievement of specified market-price targets.