Potbelly Corpora SEC Filings

Potbelly Corporation (PBPB) announced the final results of a third‑party tender offer by Hero Sub Inc., a wholly owned subsidiary of RaceTrac, Inc. The offer to purchase shares at $17.12 per share in cash expired at 5:00 p.m. New York City time on October 22, 2025. The depositary reported that 28,280,576 shares were validly tendered and not withdrawn, representing approximately 90.7% of the issued and outstanding shares, satisfying the minimum condition.

All conditions to the offer were satisfied or waived, and the purchaser irrevocably accepted for payment all shares validly tendered, with payment to be made promptly and within two business days after acceptance. On October 23, 2025, the purchaser completed a merger under DGCL Section 251(h), with Potbelly surviving. Each share outstanding immediately prior to the effective time (other than properly perfected appraisal shares and shares already held by the parties) was converted into the right to receive the $17.12 cash consideration, without interest and less any applicable withholding taxes.

Following the merger, Potbelly will be delisted and the parties intend to terminate SEC registration of the shares as promptly as practicable.

Potbelly Corporation filed voluntary supplemental disclosures to its previously submitted Schedule 14D-9 to address complaints and demand letters challenging a proposed transaction. The company states it believes the allegations are without merit but is providing extra detail to reduce the risk that litigation will delay or increase the cost of the Transactions. Management and its advisor included multi-year financial projections showing revenue rising from $487.1M (2025E) to $725.4M (2029E), and free cash flow forecasts that shift from a ($2.4M) figure to positive figures through the period. Valuation tables show the offer price context: a closing share price of $49.69, fully diluted equity of $1,660M and enterprise value of $2,410M with an implied EV/EBITDA of 12.2% for CY2025E and 11.0% for CY2026E. The filing includes a comparable transactions list with enterprise values and EV/LTM EBITDA multiples for industry precedent transactions.

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.

Potbelly Corporation received a Schedule 13G showing that Glazer Capital, LLC and its managing member, Paul J. Glazer, report beneficial ownership of 1,605,145 shares of Potbelly common stock, representing 5.31% of the class. The shares are held by funds and managed accounts for which Glazer Capital serves as investment manager and Mr. Glazer reports shared voting and dispositive power over the reported shares, with no sole voting or dispositive power claimed. The filing states the position was not taken to change or influence control of the issuer. The reporting persons list business and citizenship details and certify the accuracy of the statement.

Potbelly Corporation received a cash tender offer from Hero Sub Inc., a RaceTrac subsidiary, to buy all outstanding shares at $17.12 per share. The Schedule 14D-9 describes the Offer and a related Merger Agreement providing for a two-step transaction that would promptly follow the Offer so remaining stockholders would receive the same per-share price.

The Board engaged advisors including Piper Sandler, which concluded the $17.12 Offer was an attractive price and the highest RaceTrac would pay at signing after negotiations that began with a May offer of $13.50 and a July counterproposal of $18.00. The agreement includes customary closing conditions, a 3.5% company termination fee, a non-solicitation provision and exclusivity. The filing includes management projections showing revenue rising from $487.1M (2025E) to $725.4M (2029E) and related EBITDA and free cash flow estimates used by advisors. The Projections are non-GAAP, were prepared for board review and are not reconciled to GAAP in this filing.

Potbelly Corporation has disclosed that it entered into an Agreement and Plan of Merger under which RaceTrac, Inc. plans to acquire Potbelly through a cash tender offer. A RaceTrac subsidiary will commence an offer to purchase all outstanding Potbelly common shares at $17.12 per share in cash, without interest but subject to applicable withholding. If enough shares are tendered and other conditions in the Merger Agreement are satisfied, the tender offer is expected to be followed by a merger under Section 251(h) of Delaware law, with Potbelly surviving as a wholly owned subsidiary of RaceTrac.

The tender offer has not yet commenced, and detailed offer materials and Potbelly’s formal recommendation statement will be filed with the SEC and provided to shareholders. The company highlights numerous risks and uncertainties that could affect completion and timing of the transaction, including regulatory approvals, potential legal proceedings, competing proposals and possible disruption to its business during the pendency of the deal.

Potbelly Corporation describes a planned acquisition by RaceTrac, Inc., which will begin with a tender offer by a RaceTrac subsidiary to buy all outstanding Potbelly common shares at $17.12 per share in cash, followed by a merger under Delaware law if the offer succeeds. The tender offer has not yet commenced; formal offer documents will be filed on Schedule TO by RaceTrac and its subsidiary, and Potbelly will file a detailed recommendation statement on Schedule 14D-9. The company emphasizes that these documents will contain important information for shareholders deciding whether to tender their shares and will be available for free on the SEC’s and Potbelly’s investor websites. Potbelly also includes extensive forward-looking statement warnings, outlining risks that could affect completion and timing of the transaction, potential legal proceedings, competing proposals, regulatory approvals, and broader business and economic factors.

Potbelly Corporation and RaceTrac, Inc. agreed to a merger under an Agreement and Plan of Merger dated Sept 9, 2025. The transaction contemplates an offer and subsequent merger subject to customary conditions including a minimum tender, expiration or termination of the Hart-Scott-Rodino waiting period, absence of prohibitive government orders, and no company Material Adverse Effect. Outstanding vested and unvested Potbelly RSUs will be converted into cash payable based on the Merger Consideration, and outstanding options will be cashed out for the excess of the Merger Consideration over the exercise price, net of required withholding. Certain stockholders signed a Tender and Support Agreement representing approximately 10.2% of outstanding shares. Offer and solicitation materials and related SEC filings will be made available on the SEC website and Potbelly's investor site.