PBPB insider reports $17.12/share cash-out after RaceTrac merger

Rhea-AI Filing Summary

Potbelly Corp (PBPB) — Form 4 following merger closing. The company completed a merger with RaceTrac, Inc., after which each share of Potbelly common stock was converted into the right to receive $17.12 in cash. The reporting person, Potbelly’s SVP, CFO and Chief Strategy Officer, reported a disposition of common stock at $17.12 per share and now holds 0 shares.

Equity awards were cash-settled or substituted per the merger terms. Vested RSUs were cancelled for cash at $17.12 per underlying share, and unvested RSUs were substituted into cash awards that retain original vesting schedules with double‑trigger acceleration. Unvested PSUs were converted into cash awards valued at $17.12 per underlying share, with performance set at the greater of target or actual achievement, payable on the original performance period’s vesting date, subject to continued service or qualifying termination protections.

Insights

Corporate actions analyst

Administrative Form 4 reflecting merger consideration at $17.12.

The filing documents equity disposition mechanics triggered by the Potbelly merger with RaceTrac, Inc.. Common shares converted into a cash right of $17.12 per share. Post-transaction, the reporting person lists 0 shares outstanding.

Equity awards followed customary change-in-control treatment: vested RSUs paid in cash; unvested RSUs substituted into cash awards with original vesting and double-trigger protection; PSUs converted to cash based on the greater of target or actual performance, payable on the original vesting date.

This is a neutral ownership update rather than a new financing or guidance change. Any cash realization or timing for award payouts follows the plan terms disclosed; broader impact depends on the combined company’s future disclosures.

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^*

Cirulis Steven

(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, CFO and Chief Strat. Off.

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)		417,470(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)			31,172	(4)(5)	(4)(5)	Common Stock	31,172	$17.12	0	D
Performance Stock Units	(4)(5)	10/23/2025		D(4)(5)			20,930	(4)(5)	(4)(5)	Common Stock	20,930	$17.12	0	D
Performance Stock Units	(4)(5)	10/23/2025		D(4)(5)			22,099	(4)(5)	(4)(5)	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 46,442 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/ Steven Cirulis	10/27/2025
	** Signature of Reporting Person	Date
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FAQ

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

A reporting officer recorded the disposition of Potbelly common stock at $17.12 per share following completion of the merger with RaceTrac, Inc.

What consideration did PBPB shareholders receive in the merger?

Each share of Potbelly common stock was converted into the right to receive $17.12 in cash.

What happened to the officer’s Potbelly shares after the merger?

The reporting person’s common stock holdings became 0 shares after the merger-related disposition.

How were RSUs treated for Potbelly (PBPB) in the merger?

Vested RSUs were cancelled for cash at $17.12 per underlying share; unvested RSUs became substituted cash awards with original vesting and double-trigger acceleration.

How were PSUs treated for Potbelly (PBPB) in the merger?

Unvested PSUs converted into substituted cash awards valued at $17.12 per share, with performance set at the greater of target or actual, payable on the original vesting date.

Who acquired Potbelly in this transaction?

A merger was completed with RaceTrac, Inc., with Potbelly surviving as a wholly owned subsidiary.