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Potbelly Form 4: CEO Vesting Event and Tax-Withholding of 9,238 Shares

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Insider activity at Potbelly Corporation (PBPB): Robert D. Wright, the company's President and CEO and a director, had 23,479 price performance stock units vest on August 8, 2025, each convertible into one share of common stock. On the same date, 9,238 shares were withheld to cover tax liabilities related to the vesting; the transaction price reported for the withholding was $12.55 per share. After the vesting and withholding transactions, Mr. Wright was reported to beneficially own 788,944 shares of common stock. The Form 4 was signed on August 18, 2025. The filing explains that the performance units vest in two installments upon achievement of specified market-price targets.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine insider vesting and tax-withholding, no governance red flags.

The filing documents a standard executive vesting event where performance-based equity converted into common shares and a portion was withheld to satisfy tax obligations. The disclosure clearly identifies the reporting person, role, and the mechanics of the price performance stock units, including that they vest upon achieving market price targets. There is no indication of unusual timing, related-party transactions, or deviations from standard equity compensation practices.

TL;DR: Compensation realization event with modest net share reduction due to tax withholding.

The transaction shows 23,479 performance units vested and were settled into shares, with 9,238 shares withheld at an indicated price of $12.55 to cover taxes, resulting in a reported beneficial ownership of 788,944 shares. This is a common settlement structure for performance awards and reflects no new cash purchase or sale beyond tax withholding. The dollar value of withheld shares can be approximated from the $12.55 price, but the Form 4 does not state aggregate cash amounts.

Insider Wright Robert D.
Role President and CEO
Type Security Shares Price Value
Exercise Price Performance Stock Units 23,479 $0.00 --
Exercise Common Stock 23,479 $0.00 --
Tax Withholding Common Stock 9,238 $12.55 $116K
Holdings After Transaction: Price Performance Stock Units — 23,479 shares (Direct); Common Stock — 798,182 shares (Direct)
Footnotes (1)
  1. On August 8, 2025, 23,479 of the Reporting Person's price performance stock units vested. Shares withheld for payment of tax liability upon vesting of the price performance stock units granted on January 2, 2025. Each price performance stock unit represents a contingent right to receive one share of the Issuer's common stock. The price performance stock units vest, if at all, in two installments upon the Issuer's common stock achieving two specified market price targets.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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)
08/08/2025
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 08/08/2025 M 23,479 A (1) 798,182 D
Common Stock 08/08/2025 F 9,238(2) D $12.55 788,944 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
Price Performance Stock Units (3) 08/08/2025 M 23,479 (3) (3) Common Stock 23,479 $0 23,479 D
Explanation of Responses:
1. On August 8, 2025, 23,479 of the Reporting Person's price performance stock units vested.
2. Shares withheld for payment of tax liability upon vesting of the price performance stock units granted on January 2, 2025.
3. Each price performance stock unit represents a contingent right to receive one share of the Issuer's common stock. The price performance stock units vest, if at all, in two installments upon the Issuer's common stock achieving two specified market price targets.
Remarks:
/s/ Robert D. Wright 08/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Potbelly CEO Robert D. Wright disclose on Form 4 for PBPB?

The Form 4 reports that 23,479 performance stock units vested on 08/08/2025, and 9,238 shares were withheld for taxes, leaving him with 788,944 beneficially owned shares.

How many shares vested and how many were withheld for taxes in the PBPB filing?

23,479 shares vested; 9,238 shares were withheld to satisfy tax liability related to the vesting.

At what price were shares withheld for taxes in the Potbelly Form 4?

The Form 4 reports a withholding price of $12.55 per share for the shares used to cover tax obligations.

What type of equity award vested for the reporting person in the PBPB filing?

The award was price performance stock units, each representing the contingent right to receive one share if specified market price targets are met.

When was the Form 4 signed for the insider transaction at PBPB?

The Form 4 was signed by Robert D. Wright on 08/18/2025.