PBPB officer reports zero shares post-merger; awards cashed at $17.12

Rhea-AI Filing Summary

Potbelly Corp (PBPB) SVP and COO filed a Form 4 reporting transactions tied to the closing of the company’s merger with RaceTrac, Inc. Under the merger terms, each outstanding share of Potbelly common stock was converted into the right to receive $17.12 per share in cash.

The filing shows a disposition of common stock at $17.12, with 0 shares beneficially owned following the transactions. Unvested RSUs and PSUs were cancelled and converted into cash-based awards calculated using the $17.12 per-share price, retaining prior vesting terms with specified change-in-control protections. The report also notes a previously unreported sale of 6,418 shares on August 28, 2023 to cover tax withholding upon RSU vesting.

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Equity compensation and M&A disclosure analyst

Form 4 confirms merger cash-out at $17.12 and award cash substitutions.

The filing documents that common shares were cashed out at $17.12 per share upon the merger’s effective time, with the reporting officer showing zero shares owned after the transaction. This aligns with standard treatment in an all-cash acquisition.

Unvested RSUs and PSUs were cancelled and converted into cash awards using the same $17.12 per-share price. Vesting continues per prior schedules, with double-trigger acceleration upon certain terminations during a post-closing period. The filing also records a corrective entry for a 6,418-share sale on Aug 28, 2023 for tax withholding.

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

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X

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^*

Noyes Adam

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025

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	10/23/2025		D(1)		395,024(2)(3)(4)	D	$17.12	0	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
Performance Stock Units	(5)(6)	10/23/2025		D(5)(6)			31,172	(5)(6)	(5)(6)	Common Stock	31,172	$17.12	0	D
Performance Stock Units	(5)(6)	10/23/2025		D(5)(6)			20,930	(5)(6)	(5)(6)	Common Stock	20,930	$17.12	0	D
Performance Stock Units	(5)(6)	10/23/2025		D(5)(6)			22,099	(5)(6)	(5)(6)	Common Stock	22,099	$17.12	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2025 (the 'Merger Agreement'), by and among the Issuer, RaceTrac, Inc. ('Parent'), and Hero Sub Inc. ('Merger Sub'), Merger Sub merged with and into the Issuer (the 'Merger'), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the 'Effective Time'), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.01 per share ('Common Stock'), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $17.12 per share in cash, without interest thereon (but subject to applicable withholding) (the 'Per Share Price').

2. Includes 137,351 unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, at the Effective Time, (A) each RSU that is outstanding and vested (but not yet settled) as of immediately prior to the Effective Time, taking into account any acceleration of vesting of any RSU that occurs upon the Effective Time (each, a "Vested RSU"), was automatically cancelled and converted into the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares of Common Stock subject to such RSU and (B) each outstanding RSU that was not a Vested RSU (each, an "Unvested RSU") was automatically cancelled and substituted into the contingent right to receive an aggregate amount (without interest) in cash (a "Substituted RSU Cash Award") equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares

3. (continued from footnote 2) of Common Stock subject to such RSU. Each such Substituted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the corresponding Unvested RSU immediately prior to the Effective Time, except that each such Substituted RSU Cash Award will be afforded "double-trigger" accelerated vesting upon the applicable holder's termination without cause or resignation for good reason, in each case, that occurs during a post-closing period.

4. The sale of 6,418 shares of Common Stock to cover the tax liability upon vesting of RSUs on August 28, 2023 was inadvertently not reported and is reflected here.

5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") that was outstanding and unvested as of immediately prior to the Effective Time, was automatically cancelled and substituted into and became the contingent right to receive an amount in cash, without interest thereon (but subject to applicable withholding) (a "Substituted PSU Cash Award"), equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares of Common Stock subject to such PSU, with the achievement of the performance-based vesting metrics applicable to each PSU based on the greater of target or actual achievement of the applicable performance metrics. Each such Substituted PSU Cash Award will be payable on the last day of the performance period that applied to the corresponding PSUs immediately prior to the Effective Time (such date, the "Vesting Date"), subject to the applicable holder's continued employment or

6. (continued from footnote 5) service through the Vesting Date, except that each such Substituted PSU Cash Award will be afforded "double-trigger" accelerated vesting upon such applicable holder's termination without cause or resignation for good reason, in each case, that occurs during a post-closing period.

Remarks:

	/s/ Adam Noyes	10/27/2025
	** 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.
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FAQ

What did Potbelly (PBPB) report in this Form 4?

An officer reported share dispositions tied to the merger closing, with common stock converted into the right to receive $17.12 per share in cash.

What cash amount per share did PBPB stockholders receive in the merger?

Each share was converted into the right to receive $17.12 per share in cash.

What is the officer’s beneficial ownership after the reported transactions?

The filing shows 0 shares beneficially owned following the transactions.

How were RSUs and PSUs treated in the Potbelly merger?

Unvested RSUs and PSUs were cancelled and converted into cash awards based on $17.12 per share, with vesting terms substantially maintained and double-trigger acceleration provisions.

Were there any corrective disclosures in this Form 4?

Yes. It notes a previously unreported sale of 6,418 shares on August 28, 2023 to cover tax withholding upon RSU vesting.

Who is the reporting person and their role at PBPB?

The reporting person is an Officer, serving as SVP, Chief Operating Officer.