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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.