[Form 4] POTBELLY CORP Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Disclosure compliance: Form 4 filed and manually signed, indicating timely reporting of insider changes
• Clear ownership figures: Beneficial ownership after each transaction is explicitly stated (856,079 and 832,632 shares)

Negative

• Insider disposals: Reported disposals total 29,309 shares on 10/03/2025, reducing reported insider holdings
• Price reported as $0: Transactions list $0, providing no sale proceeds detail in the filing

Insights

Corporate Governance Analyst

CEO reported disposals totaling 29,309 shares on 10/03/2025.

The filings list two separate disposal entries for common stock, 5,862 and 23,447 shares, each with a reported price of $0 and transaction code G. The report shows beneficial ownership figures of 856,079 and 832,632 shares following the respective entries, and the Form 4 was signed on 10/07/2025.

These movements are material to shareholders because they update insider ownership levels; monitor subsequent filings for additional disposals or clarifying remarks that specify the nature of the G coded transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wright Robert D.

(Last) (First) (Middle)

500 W. MADISON ST.

SUITE 1000

(Street)

CHICAGO IL 60661

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [ PBPB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/03/2025		G		5,862	D	$0	856,079	D
Common Stock	10/03/2025		G		23,447	D	$0	832,632	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Robert D. Wright	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Potbelly CEO Robert D. Wright report on Form 4 (PBPB)?

He reported two disposals of common stock on 10/03/2025: 5,862 shares and 23,447 shares, each shown at $0.

How many shares does Robert D. Wright beneficially own after the reported transactions?

The Form 4 lists beneficial ownership of 856,079 shares after the first line and 832,632 shares after the second line.

What is the transaction code on the Form 4 and what was the filing date?

Both transactions are coded G on the Form 4, and the form is signed on 10/07/2025.

Was the Form 4 filed by more than one reporting person?

No. The filing indicates it was submitted by one reporting person.

Does the Form 4 disclose sale proceeds from the disposals?

No. Each disposal line shows the price as $0, so proceeds are not provided in this filing.