Potbelly merger cash-out: insider equity converted at $17.12

Rhea-AI Filing Summary

Potbelly Corp (PBPB) insider filing: the company’s SVP, CLO and Secretary reported the automatic cash-out of equity in connection with the merger with RaceTrac, Inc. At the effective time, each Potbelly common share was converted into the right to receive $17.12 per share in cash.

The reporting person disposed of 155,912 shares at $17.12, leaving 0 shares beneficially owned following the transaction on 10/23/2025. Performance stock units were cancelled and converted to cash based on the same price for underlying share amounts of 21,820, 13,953, and 16,574. The filing notes 33,149 unvested RSUs; vested RSUs were paid out in cash, while unvested RSUs became cash awards with the same vesting terms and “double‑trigger” accelerated vesting upon certain terminations during a post‑closing period.

Insights

Equity compensation & M&A analyst

Insider equity cashed out at $17.12 due to merger.

The filing reflects the mechanical conversion of Potbelly equity upon closing of the merger with RaceTrac, Inc.. Each common share was exchanged for $17.12 cash, and the officer’s 155,912 shares were disposed, resulting in 0 shares held afterward.

Equity awards followed standard change‑in‑control treatment. Vested RSUs were paid in cash at $17.12 per underlying share, while 33,149 unvested RSUs converted into cash-denominated awards retaining prior vesting, with “double‑trigger” acceleration on certain post‑closing terminations. PSUs were similarly cashed out based on the greater of target or actual performance for 21,820, 13,953, and 16,574 underlying shares.

This is administrative and neutral for valuation; cash proceeds go to holders, not the issuer.

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

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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^*

Dixon Adiya

(Last) (First) (Middle)

500 W. MADISON STREET

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, CLO and Secretary

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)		155,912(2)(3)	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	(4)(5)	10/23/2025		D(4)(5)			21,820	(4)(5)	(4)(5)	Common Stock	21,820	$17.12	0	D
Performance Stock Units	(4)(5)	10/23/2025		D(4)(5)			13,953	(4)(5)	(4)(5)	Common Stock	13,953	$17.12	0	D
Performance Stock Units	(4)(5)	10/23/2025		D(4)(5)			16,574	(4)(5)	(4)(5)	Common Stock	16,574	$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 33,149 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. 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

5. (continued from footnote 4) 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/ Adiya Dixon	10/27/2025
	** Signature of Reporting Person	Date
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FAQ

What did Potbelly (PBPB) shares convert into at closing?

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

How many shares did the reporting person dispose of?

The officer disposed of 155,912 shares at $17.12 per share, resulting in 0 shares held afterward.

What happened to Potbelly RSUs in the merger?

Vested RSUs were paid in cash at $17.12 per share. 33,149 unvested RSUs became cash awards with the same vesting terms and double‑trigger acceleration.

How were Potbelly PSUs treated?

Unvested PSUs were cancelled and converted into cash based on $17.12 and the greater of target or actual performance for 21,820, 13,953, and 16,574 underlying shares.

When did the reported transaction occur?

The transactions were recorded on 10/23/2025, aligned with the merger effectiveness.

Who acquired Potbelly in this transaction?

Potbelly became a wholly owned subsidiary of RaceTrac, Inc. through the merger.