Potbelly (PBPB) CEO Withholds 5,551 Shares for Taxes – Form 4

Potbelly Corp. (PBPB) – Form 4 insider filing President & CEO Robert D. Wright reported an aggregate 5,551 common shares disposed on 31 Jul 2025 at $12.03 per share.

Rhea-AI Filing Summary

Potbelly Corp. (PBPB) – Form 4 insider filing

President & CEO Robert D. Wright reported an aggregate 5,551 common shares disposed on 31 Jul 2025 at $12.03 per share. All three line-items were coded “F,” signifying shares withheld by the company to satisfy statutory tax obligations arising from the vesting of restricted stock units granted on 6 Jan 2023, 3 Jan 2024 and 2 Jan 2025. After the tax-related withholding, Wright directly owns 774,703 shares of Potbelly common stock.

The filing represents an administrative settlement of payroll taxes rather than an open-market sale, so it does not alter Wright’s underlying economic exposure to PBPB.

Insights

Securities Analyst

TL;DR: Routine tax-withholding, no signal of insider sentiment; neutral for valuation.

The “F” code confirms these disposals were automatic share withholdings to cover taxes triggered by RSU vesting, not discretionary sales. Wright still controls 774.7 k shares, a sizeable stake that aligns management’s incentives with shareholders. Transaction size (≈$67k) is immaterial relative to Potbelly’s market cap and trading volume. I classify the disclosure as informational with no meaningful impact on the investment thesis.

Corporate Governance Expert

TL;DR: Administrative compliance event; governance posture unchanged.

The Form 4 demonstrates prompt Section 16 reporting and proper use of share withholding to avoid open-market pressure. Absence of 10b5-1 plan notation suggests the event was expected under equity plan rules. No red flags emerge regarding insider alignment or reporting timeliness.

Insider Trade Summary

Exercise Price or Tax Liability: 5,551 shares

Exercise Price or Tax Liability 3 txns

Insider Wright Robert D.

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,553	$12.03	$31K
Exercise Price or Tax Liability	Common Stock	1,367	$12.03	$16K
Exercise Price or Tax Liability	Common Stock	1,631	$12.03	$20K

Holdings After Transaction: Common Stock — 774,703 shares (Direct)

Footnotes (3)

1. F1. Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on January 6, 2023.
2. F2. Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on January 3, 2024.
3. F3. Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on January 2, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of transaction did Potbelly (PBPB) report in the latest Form 4?

The filing shows an automatic “F” code disposition—shares withheld by the company to pay taxes on vested RSUs.

How many shares did CEO Robert D. Wright dispose of on 31 Jul 2025?

A total of 5,551 common shares were withheld for tax purposes.

What price was used for the share withholding?

The shares were valued at $12.03 each, the prevailing market price on the transaction date.

How many Potbelly shares does Wright own after the transactions?

He retains direct beneficial ownership of 774,703 shares.

Does the Form 4 indicate an open-market sale by the CEO?

No. The “F” code and explanations confirm it was tax withholding, not a discretionary sale.

Why were multiple line-items listed in the Form 4?

Each line corresponds to tax withholding on separate RSU grants dated Jan 2023, Jan 2024, and Jan 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/04/2025 - 08:55 PM Learn about SEC filing dates

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)
07/31/2025

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	07/31/2025		F		2,553	D	$12.03(1)	777,701	D
Common Stock	07/31/2025		F		1,367	D	$12.03(2)	776,334	D
Common Stock	07/31/2025		F		1,631	D	$12.03(3)	774,703	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.

Remarks:

	/s/ Robert D. Wright	08/01/2025
	** 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.