Welcome to our dedicated page for Potbelly Corpora SEC filings (Ticker: PBPB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Potbelly Corporation (PBPB) SEC filings page on Stock Titan provides access to the company’s historical regulatory documents filed with the U.S. Securities and Exchange Commission. While Potbelly’s common stock has been delisted following its acquisition by RaceTrac, Inc., its past filings remain an important source of information for understanding the company’s former public reporting, financial performance and corporate actions.
As a former Nasdaq Global Select Market registrant, Potbelly filed annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. These documents describe the company’s neighborhood sandwich shop concept, its mix of company-operated and franchised shops, revenue components such as company-operated sandwich shop sales and franchise royalties and fees, and non-GAAP measures including EBITDA, Adjusted EBITDA, adjusted net income, adjusted diluted EPS, shop-level profit and shop-level profit margin. Definitions of operating metrics like Average Weekly Sales, Average Unit Volume, system-wide sales and shop commitments are also provided in its filings.
In 2025, Potbelly filed Form 8-K reports detailing key corporate events. One Form 8-K announced the execution of an Agreement and Plan of Merger with RaceTrac, Inc. and Hero Sub Inc., outlining the terms of a tender offer to acquire all outstanding shares of Potbelly common stock for $17.12 per share in cash and describing the treatment of equity awards and warrants. A later Form 8-K reported the completion of the tender offer and subsequent merger under Section 251(h) of the Delaware General Corporation Law, the resulting change in control, the termination of a prior credit agreement, and Potbelly’s request to Nasdaq to file a Form 25 to delist its shares and its intention to file a Form 15 to terminate registration and suspend reporting obligations.
On Stock Titan, these filings can be viewed alongside AI-powered summaries that highlight the main points of each document, helping readers quickly understand complex sections such as merger terms, non-GAAP reconciliations, and changes in capital structure. Users can review historical 10-K and 10-Q reports for detailed financial statements and risk factors, examine 8-K filings for material events, and reference any available proxy or compensation-related filings to study prior governance and incentive structures. For those researching the PBPB ticker, this page serves as a consolidated archive of Potbelly’s regulatory history as a public company, including the steps that led to its acquisition and delisting.
Robert D. Wright, President and CEO and a director of Potbelly Corporation (PBPB), reported three stock dispositions on 08/31/2025 that reflect shares withheld to cover tax liabilities upon the vesting of restricted stock units. The dispositions total 2,182 shares sold at $12.94 per share, reducing his direct beneficial ownership to 861,941 shares after adjustments. The filing also explains retrospective corrections: an omitted grant of 49,212 RSUs (Jan 3, 2024), an unreported vesting of 22,298 PSUs (vested Feb 5, 2024), an erroneous prior RSU withholding entry on July 31, 2025, and an unreported purchase of 300 shares on May 15, 2024. The form is signed by Mr. Wright on 09/02/2025.
Insider activity at Potbelly Corporation (PBPB): Robert D. Wright, the company's President and CEO and a director, had 23,479 price performance stock units vest on August 8, 2025, each convertible into one share of common stock. On the same date, 9,238 shares were withheld to cover tax liabilities related to the vesting; the transaction price reported for the withholding was $12.55 per share. After the vesting and withholding transactions, Mr. Wright was reported to beneficially own 788,944 shares of common stock. The Form 4 was signed on August 18, 2025. The filing explains that the performance units vest in two installments upon achievement of specified market-price targets.
Potbelly Corporation filed a Form 8-K on August 6, 2025 reporting it issued a press release disclosing earnings and other financial results for its second fiscal quarter ended June 29, 2025, and that management would review the results in a conference call at 5:00 p.m. Eastern Time on August 6, 2025.
Exhibits
- Exhibit 99.1: Potbelly Corporation Press Release dated August 6, 2025
- Exhibit 104: Cover Page Interactive Data File (Inline XBRL)
The report is signed by Steven W. Cirulis, Senior Vice President, Chief Financial Officer and Chief Strategy Officer, dated August 6, 2025.
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.
Key ownership disclosure: On 20 June 2025, Portolan Capital Management, LLC, a Delaware-registered investment adviser, and its manager George McCabe filed a Schedule 13G reporting passive ownership of Potbelly Corp (PBPB) common stock.
The filing states that the reporting persons beneficially own 1,667,702 shares, representing 5.53 % of Potbelly’s outstanding common shares. All shares are held with sole voting and dispositive power; no shared voting or dispositive power is reported. The securities are owned directly by Portolan in its capacity as investment manager for multiple clients, and indirectly by Mr. McCabe as the firm’s manager. The filers certify that the investment is not intended to influence control of the issuer and was made in the ordinary course of portfolio management.
Because ownership exceeded the 5 % threshold, the Schedule 13G was required under Section 13(d) of the Securities Exchange Act. No other entities are identified as members of a group, and no part of the holding belongs to any person with more than 5 % individual interest. The disclosure provides investors with an updated view of Potbelly’s shareholder base but contains no financial results, strategic commentary or operational changes.