[Form 4] Potbelly Corporation Insider Trading Activity

Rhea-AI Filing Summary

Robert D. Wright, President and CEO and a director of Potbelly Corporation (PBPB), reported three stock dispositions on 08/31/2025 that reflect shares withheld to cover tax liabilities upon the vesting of restricted stock units. The dispositions total 2,182 shares sold at $12.94 per share, reducing his direct beneficial ownership to 861,941 shares after adjustments. The filing also explains retrospective corrections: an omitted grant of 49,212 RSUs (Jan 3, 2024), an unreported vesting of 22,298 PSUs (vested Feb 5, 2024), an erroneous prior RSU withholding entry on July 31, 2025, and an unreported purchase of 300 shares on May 15, 2024. The form is signed by Mr. Wright on 09/02/2025.

Positive

• Disclosure of corrections to previously omitted RSU grant, PSU vesting, and share purchase improves accuracy of insider holdings
• Tax-withholding dispositions are routine and tied to compensation vesting rather than opportunistic sales

Negative

• Multiple prior reporting omissions (49,212 RSUs grant, 22,298 PSUs vesting, 300-share purchase) indicate weaknesses in timely Section 16 reporting controls
• Erroneous prior withholding entry on July 31, 2025 required correction, which may raise compliance scrutiny

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding dispositions plus several reporting corrections; governance controls need review but no trading concerns shown.

The transactions are standard: shares were withheld upon RSU/PSU vesting to satisfy tax obligations, producing disclosed disposals at $12.94 per share totaling 2,182 shares. Material here are the retrospective corrections—unreported RSU grant of 49,212 RSUs, unreported vesting of 22,298 PSUs, an unreported 300-share purchase, and an erroneous withholding entry—indicating prior disclosure gaps. From a governance perspective, the issuer should ensure timely and accurate Section 16 reporting processes to avoid compliance risk. There is no indication in this filing of opportunistic open-market sales beyond tax-withholding activity.

Securities Compliance Analyst

TL;DR: Filing documents corrective reporting and routine tax-related dispositions; impact is procedural rather than material to investors.

The reported dispositions are coded as "F" (share withholding on vesting) and align with compensation-related transactions. The explanation discloses multiple prior reporting omissions and an erroneous entry that have now been corrected; these are important for completeness of the Section 16 record but do not reflect a change in control or large unexpected liquidation. I rate the investor impact as neutral because the adjustments concern reporting accuracy rather than a substantive change in ownership or strategy.

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
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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)
08/31/2025

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	08/31/2025		F		1,004(1)	D	$12.94	863,119	D
Common Stock	08/31/2025		F		537(2)	D	$12.94	862,582	D
Common Stock	08/31/2025		F		641(3)	D	$12.94	861,941(4)	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:

1. Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on January 6, 2023.

2. Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on January 3, 2024.

3. Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on January 2, 2025.

4. The amount of securities beneficially owned by the Reporting Person has been adjusted due to the following transactions: (1) a grant of 49,212 restricted stock units on January 3, 2024 that were inadvertently not reported when granted, although the cancellation of shares to pay taxes upon the vesting of the RSUs over time was timely reported; (2) the vesting of 22,298 performance stock units, net of shares canceled to pay taxes, on February 5, 2024 that was inadvertently not reported (these PSUs were originally granted to the Reporting Person on January 6, 2023); (3) the withholding of shares for payment of tax liability upon the vesting of RSUs on July 31, 2025 that was erroneously reported when such vestings occurred (these RSUs were originally granted to the Reporting Person on January 6, 2023, January 3, 2024, and January 2, 2025); and (4) the purchase of 300 additional shares by the Reporting Person on May 15, 2024 that were inadvertently not reported when the purchase occurred.

Remarks:

	/s/ Robert D. Wright	09/02/2025
	** 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 transactions did Robert D. Wright report on Form 4 for PBPB?

The filing reports three dispositions on 08/31/2025 totaling 2,182 shares sold at $12.94 per share, reflecting shares withheld to pay taxes on vested RSUs.

How many shares does Mr. Wright beneficially own after these transactions?

After the reported transactions and adjustments, Mr. Wright beneficially owns 861,941 shares.

What reporting corrections were disclosed in the Form 4?

The form corrects an omitted grant of 49,212 RSUs (Jan 3, 2024), an unreported vesting of 22,298 PSUs (vested Feb 5, 2024), an erroneously reported RSU withholding on 07/31/2025, and an unreported purchase of 300 shares on 05/15/2024.

Were these transactions open-market sales or compensation-related withholdings?

They were compensation-related withholdings for tax payment on vested restricted stock units, coded as transaction type F on the form.

When was the Form 4 signed?

The Form 4 was signed by Robert D. Wright on 09/02/2025.