Every Form 4 that Potbelly Corporation (PBPB) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A Form 4 covers the transactions officers, directors and large holders report, so if you follow PBPB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PBPB filings page.
Potbelly Corp (PBPB) director reported a change-of-control cash-out. On 10/23/2025, the insider disposed of 89,529 shares of common stock at $17.12 per share in connection with the merger in which all outstanding Potbelly shares were converted to cash.
Following the transaction, the director reported 0 shares beneficially owned. The filing notes 9,765 unvested RSUs; vested RSUs were converted into cash at $17.12 per share, while unvested RSUs were substituted into cash awards that retain the original vesting schedule and include double-trigger acceleration upon certain post-closing terminations.
Potbelly Corp (PBPB) reported an insider transaction tied to its merger with RaceTrac. A director disposed of 158,840 shares of common stock on 10/23/2025 at $17.12 per share, resulting in 0 shares beneficially owned after the transaction.
The filing explains that, at the merger’s effective time, each Potbelly common share was converted into the right to receive $17.12 in cash, and Potbelly became a wholly owned subsidiary of RaceTrac. It also notes treatment of equity awards: 17,089 unvested RSUs were converted into cash-based awards with the same vesting terms, while vested RSUs were cashed out at the same per‑share price.
Potbelly Corp (PBPB) director reported the automatic disposition of common stock in connection with the closing of a merger. On 10/23/2025, 49,386 shares were converted into cash at $17.12 per share, resulting in 0 shares beneficially owned after the transaction. The filing lists the transaction code as a disposition tied to the merger mechanics.
Per the merger terms with RaceTrac, Inc., each outstanding share was cancelled and converted into the right to receive cash at $17.12. The filing notes 10,498 unvested RSUs; vested RSUs were cancelled for a cash amount based on the same per‑share price, and unvested RSUs became cash awards with the same vesting schedule and double‑trigger acceleration upon certain terminations after closing.
Potbelly Corp (PBPB) director reported a merger-related cash-out of common stock. On 10/23/2025, each share was converted into the right to receive $17.12 in cash pursuant to the merger with RaceTrac, Inc. The filing shows disposition of 147,726 common shares at $17.12 per share, with beneficial ownership reported as 0 shares following the transaction.
The filing also details equity award treatment. It notes 9,765 unvested restricted stock units (RSUs). Vested RSUs were converted into cash based on the $17.12 per-share price. Unvested RSUs were cancelled and substituted into cash-based awards equal to the same per-share value, maintaining prior vesting conditions, with double-trigger accelerated vesting upon certain post-closing terminations.
Potbelly Corp (PBPB) reported an insider transaction tied to its merger with RaceTrac, Inc. On 10/23/2025, a director disposed of 248,826 shares of common stock at $17.12 per share in cash as all outstanding shares were converted at closing. Following the transaction, the reporting person held 0 shares.
The filing notes that, at the merger’s effective time, each outstanding share was cancelled and converted into the right to receive $17.12 in cash. It also explains equity award treatment: vested RSUs were converted into a cash payment based on the per-share price, while unvested RSUs became cash-based awards with the same vesting schedule and double-trigger acceleration upon certain terminations after closing.
Potbelly Corp (PBPB) director filed a Form 4 reporting the disposition of 77,304 shares of common stock at $17.12 per share on 10/23/2025 in connection with the closing of the merger with RaceTrac. Following the transaction, the reporting person’s beneficial ownership was 0 shares.
Per the merger terms, each outstanding Potbelly share was converted into the right to receive $17.12 in cash. The footnotes state the holder’s equity included 16,113 unvested RSUs. Vested RSUs were cashed out at $17.12 per underlying share, while unvested RSUs were converted into cash-based awards with the same vesting conditions and “double‑trigger” acceleration upon a qualifying termination during a post‑closing period.
Potbelly Corp (PBPB) director reported transactions tied to the closing of the merger with RaceTrac, Inc. Under the merger terms, each Potbelly common share was converted into the right to receive $17.12 per share in cash at the effective time.
The filing shows dispositions of common stock and cancellation of warrants in exchange for cash per the agreement. Reported post-transaction beneficial ownership for the listed holdings is 0 shares. Footnotes detail treatment of RSUs (vested converted to cash and unvested replaced with cash awards carrying prior vesting terms with “double-trigger” acceleration) and confirm warrants were cancelled for cash based on the $17.12 price minus any exercise price. The filing also corrects prior Form 3 counts for shares and warrants.
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.
Potbelly Corp (PBPB) — Form 4 following merger closing. The company completed a merger with RaceTrac, Inc., after which each share of Potbelly common stock was converted into the right to receive $17.12 in cash. The reporting person, Potbelly’s SVP, CFO and Chief Strategy Officer, reported a disposition of common stock at $17.12 per share and now holds 0 shares.
Equity awards were cash-settled or substituted per the merger terms. Vested RSUs were cancelled for cash at $17.12 per underlying share, and unvested RSUs were substituted into cash awards that retain original vesting schedules with double‑trigger acceleration. Unvested PSUs were converted into cash awards valued at $17.12 per underlying share, with performance set at the greater of target or actual achievement, payable on the original performance period’s vesting date, subject to continued service or qualifying termination protections.
Potbelly Corp (PBPB) insider filing: the company’s SVP, CLO and Secretary reported the automatic cash-out of equity in connection with the merger with RaceTrac, Inc. At the effective time, each Potbelly common share was converted into the right to receive $17.12 per share in cash.
The reporting person disposed of 155,912 shares at $17.12, leaving 0 shares beneficially owned following the transaction on 10/23/2025. Performance stock units were cancelled and converted to cash based on the same price for underlying share amounts of 21,820, 13,953, and 16,574. The filing notes 33,149 unvested RSUs; vested RSUs were paid out in cash, while unvested RSUs became cash awards with the same vesting terms and “double‑trigger” accelerated vesting upon certain terminations during a post‑closing period.
Potbelly Corp (PBPB) executive insider activity tied to the closing of a merger: the SVP, Chief Marketing Officer reported the disposition of 134,179 shares of common stock on 10/23/2025 at $17.12 per share, resulting in 0 shares beneficially owned after the transaction.
Per the merger terms, each outstanding Potbelly common share was converted into the right to receive $17.12 in cash. Unvested RSUs were substituted into cash awards that retain the original vesting schedule, with double‑trigger accelerated vesting upon certain terminations during a post‑closing period. Unvested PSUs were cancelled and substituted into cash awards equal to $17.12 times the number of underlying shares, with performance measured at the greater of target or actual achievement, payable on the original performance period end date.
Potbelly Corp (PBPB) reported an insider transaction tied to its merger with RaceTrac. On 10/23/2025, the company’s SVP, Franchising disposed of 15,855 shares of common stock at $17.12 per share, consistent with the merger consideration. Following the transaction, beneficial ownership was 0 shares.
The filing notes that, at the effective time of the merger, each outstanding Potbelly share was converted into the right to receive $17.12 in cash. Unvested RSUs were converted into cash-based awards with the same vesting terms and “double-trigger” acceleration provisions. Unvested PSUs were converted into cash awards valued at $17.12 per underlying share, with performance measured at the greater of target or actual achievement and payable on the original vesting date.
Potbelly Corp (PBPB) insider filing: The company completed its merger with RaceTrac, Inc., with Hero Sub Inc. merging into Potbelly and Potbelly surviving as a wholly owned subsidiary. As of the effective time, each Potbelly common share was cancelled and converted into the right to receive $17.12 in cash per share, without interest and subject to withholding.
The reporting person, an officer (SVP, Chief Information Officer), reported transactions on 10/23/2025 reflecting this cash-out. Equity awards were adjusted per the agreement: unvested RSUs were converted into cash-based awards that retain the original vesting terms with double-trigger acceleration upon certain terminations, and PSUs were converted into cash awards based on the greater of target or actual performance, payable on the original performance period end date. The holdings included 26,758 unvested RSUs prior to these adjustments. The filing also notes prior sales from 2020–2022 are reflected here.
Potbelly Corp (PBPB) SVP and COO filed a Form 4 reporting transactions tied to the closing of the company’s merger with RaceTrac, Inc. Under the merger terms, each outstanding share of Potbelly common stock was converted into the right to receive $17.12 per share in cash.
The filing shows a disposition of common stock at $17.12, with 0 shares beneficially owned following the transactions. Unvested RSUs and PSUs were cancelled and converted into cash-based awards calculated using the $17.12 per-share price, retaining prior vesting terms with specified change-in-control protections. The report also notes a previously unreported sale of 6,418 shares on August 28, 2023 to cover tax withholding upon RSU vesting.
Potbelly Corp (PBPB) disclosed an insider Form 4 tied to its merger with RaceTrac. On 10/23/2025, the Chief People Officer reported the disposition of common stock at $17.12 per share pursuant to the merger cash-out, leaving 0 shares beneficially owned after the transaction.
Footnotes state each outstanding share was converted into the right to receive $17.12 in cash at the effective time. The filing notes 26,460 unvested RSUs were converted into contingent cash awards retaining their vesting schedules with double-trigger acceleration provisions. Performance stock units were also cancelled and substituted for cash awards, including 13,812, 11,627, and 14,691 underlying shares, with payout based on the greater of target or actual achievement at the original vesting dates.
Potbelly Corp (PBPB) officer (VP, Controller) reported the disposition of 48,203 shares of common stock at $17.12 per share on 10/23/2025, tied to the closing of the merger in which RaceTrac’s subsidiary combined with Potbelly and Potbelly became a wholly owned subsidiary. Following the transaction, reported beneficial ownership was 0 shares.
Per the merger terms, each Potbelly share was converted into the right to receive $17.12 in cash. The filing notes 11,255 unvested RSUs; vested RSUs converted into cash at the same per‑share price, while unvested RSUs were substituted into cash awards with the same vesting terms and “double‑trigger” acceleration upon certain post‑closing terminations. The filer also reflected a prior 969‑share sale from April 26, 2022 to cover taxes.
Robert D. Wright, President and CEO and a director of Potbelly Corporation (PBPB), reported two disposals of common stock on 10/03/2025. The filings show 5,862 shares disposed at $0 and 23,447 shares disposed at $0, leaving reported beneficial ownership of 856,079 and 832,632 shares after each transaction line respectively. Both transactions are coded as G and are reported on a single Form 4 filed by one reporting person. The form is signed by Robert D. Wright on 10/07/2025.