[Form 4] POTBELLY CORP Insider Trading Activity

Rhea-AI Filing Summary

Potbelly Corp (PBPB) — CEO/Director Form 4 tied to merger closing. The filing reflects the completion of a merger in which Hero Sub Inc. merged into Potbelly, making Potbelly a wholly owned subsidiary of RaceTrac, Inc. At the effective time, each outstanding share of Potbelly common stock was converted into the right to receive $17.12 per share in cash, without interest and subject to withholding.

The report shows equity award treatment under the merger agreement. It notes 72,188 unvested RSUs; vested RSUs were canceled for a cash amount equal to $17.12 times the underlying shares, and unvested RSUs were converted into cash-based awards that retain original vesting terms with “double-trigger” accelerated vesting upon certain terminations during a post‑closing period. Unvested PSUs were canceled and converted into cash-based awards equal to $17.12 times the underlying shares, with performance measured at the greater of target or actual achievement and payable on the original performance period end, subject to continued service, with similar double‑trigger protection.

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Equity compensation & M&A specialist

Form 4 documents cash-out at $17.12 and award conversions at merger close.

The filing confirms Potbelly’s merger with a RaceTrac affiliate, with each common share converted into a cash right of $17.12 at the effective time. This is a standard cash-out mechanism in an all-cash acquisition and applies uniformly to outstanding common shares.

Equity awards follow typical change‑in‑control treatment. Vested RSUs convert to cash at $17.12 per underlying share, while unvested RSUs become cash-denominated awards maintaining original vesting, plus “double‑trigger” acceleration for certain post‑closing terminations. Unvested PSUs convert to cash using the greater of target or actual performance and pay on the original performance period end, subject to continued service, with similar double‑trigger protection.

The entry date of the reported transactions is 10/23/2025. Actual impact on holders depends on award counts and service outcomes; the cash consideration per share is fixed at $17.12.

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^*

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)
10/23/2025

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)		832,632(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)			62,344	(4)(5)	(4)(5)	Common Stock	62,344	$17.12	0	D
Performance Stock Units	(4)(5)	10/23/2025		D(4)(5)			60,465	(4)(5)	(4)(5)	Common Stock	60,465	$17.12	0	D
Performance Stock Units	(4)(5)	10/23/2025		D(4)(5)			60,773	(4)(5)	(4)(5)	Common Stock	60,773	$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 72,188 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/ Robert D. Wright	10/27/2025
	** Signature of Reporting Person	Date
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FAQ

What does the PBPB Form 4 report in connection with the merger?

It records that each Potbelly common share was converted into the right to receive $17.12 per share in cash at the merger’s effective time.

How were Potbelly RSUs treated under the merger agreement?

Vested RSUs were canceled for cash equal to $17.12 times underlying shares; unvested RSUs became cash awards with original vesting and a double-trigger acceleration feature.

How were PSUs handled for PBPB in this transaction?

Unvested PSUs were canceled and converted into cash awards at $17.12 per underlying share, with performance measured at the greater of target or actual achievement and payable at the original performance period end.

What specific award counts are mentioned in the filing?

The filing notes 72,188 unvested RSUs and PSU lines showing underlying share amounts of 62,344, 60,465, and 60,773.

When were the reported transactions effective for PBPB?

The transaction date shown is 10/23/2025, corresponding to the merger’s effective time.

Who is the reporting person and role at PBPB?

The reporting person is the company’s President and CEO and a Director.