[Form 4] Potbelly Corporation Insider Trading Activity

Rhea-AI Filing Summary

Potbelly Corporation (PBPB) – Form 4 filing: President & CEO Robert D. Wright reported three Code F transactions on 06/30/2025. Code F denotes shares surrendered to the issuer to cover tax obligations arising from the vesting of previously granted restricted stock units (RSUs).

• Shares withheld: 1,004, 537 and 641, totaling 2,182 common shares at an indicated price of $12.25.
• Post-transaction ownership: 780,254 common shares held directly.
• Context: The surrendered shares represent tax-related withholding, not open-market sales, and reduce Mr. Wright’s stake by a small fraction relative to his overall holdings.

No derivative security activity was reported, and there were no purchases or sales for investment purposes. The filing is routine and conveys minimal impact on Potbelly’s share-count or insider ownership profile.

Insights

Corporate Governance Analyst

TL;DR: Routine tax-withholding; negligible ownership change; neutral governance signal.

The Form 4 shows Mr. Wright surrendered 2,182 shares to settle RSU-related taxes. Code F transactions are internally net-settled and do not convey market sentiment. His direct stake remains substantial at 780,254 shares, reinforcing alignment with shareholders. From a governance standpoint, the disclosure is timely and complete, but it lacks material significance to valuation or control.

Securities Analyst

TL;DR: Non-market disposal of ~0.3% holdings; valuation impact immaterial.

Because the shares were withheld by the company, no market supply was created. At $12.25, the $26.7k notional value is trivial versus Potbelly’s daily volume and Mr. Wright’s remaining position. Investors should view the event as administrative rather than indicative of insider sentiment or operational trends.

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)
06/30/2025

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	06/30/2025		F		1,004(1)	D	$12.25	781,432	D
Common Stock	06/30/2025		F		537(2)	D	$12.25	780,895	D
Common Stock	06/30/2025		F		641(3)	D	$12.25	780,254	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	07/02/2025
	** 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

Why did Potbelly CEO Robert D. Wright dispose of shares on 06/30/2025?

The 2,182 shares were withheld by the company to cover payroll taxes triggered by vested RSUs, not open-market sales.

How many Potbelly shares does the CEO hold after the Form 4 transactions?

Following the tax-withholding transactions, Mr. Wright directly owns 780,254 common shares.

What is a Code F transaction in an SEC Form 4 filing?

Code F indicates shares are surrendered to the issuer solely to pay tax withholding on equity awards.

Did the Form 4 report any derivative security exercises for Potbelly (PBPB)?

No. Table II shows no derivative securities acquired or disposed of during the period.

Is the insider activity in this Potbelly Form 4 considered material to investors?

Given the small share count and tax-related nature of the transactions, the impact is generally viewed as immaterial.