Every 8-K that Potbelly Corporation (PBPB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PBPB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PBPB filings page.
Potbelly Corporation completed its sale to RaceTrac via a tender offer and follow-on merger under Section 251(h) of the DGCL. Holders who did not tender will receive $17.12 per share in cash, matching the tender price, and Potbelly is now a wholly owned subsidiary of RaceTrac.
At expiration on October 22, 2025, 28,280,576 shares were validly tendered and not withdrawn, representing approximately 90.7% of outstanding shares, satisfying the minimum condition. The total consideration to acquire shares and warrants is approximately $530 million, with approximately $11 million payable for RSUs and options. Equity awards were converted into cash rights per the merger agreement, with double‑trigger acceleration for certain awards. Potbelly terminated its February 2024 credit agreement and repaid all obligations at closing. Trading was halted and the company initiated delisting from Nasdaq via Form 25, followed by a planned Form 15 to suspend SEC reporting. Governance changes include board resignations, two RaceTrac appointees joining the board, the CEO remaining in role, and Adam Noyes appointed President with updated compensation terms.
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.
Potbelly Corporation filed a Form 8-K on August 6, 2025 reporting it issued a press release disclosing earnings and other financial results for its second fiscal quarter ended June 29, 2025, and that management would review the results in a conference call at 5:00 p.m. Eastern Time on August 6, 2025.
Exhibits
- Exhibit 99.1: Potbelly Corporation Press Release dated August 6, 2025
- Exhibit 104: Cover Page Interactive Data File (Inline XBRL)
The report is signed by Steven W. Cirulis, Senior Vice President, Chief Financial Officer and Chief Strategy Officer, dated August 6, 2025.