Glazer Capital and Paul Glazer Report 1.6M Shares of Potbelly (5.31%)

Rhea-AI Filing Summary

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.

Positive

• Reported stake exceeds 5%, with 1,605,145 shares representing 5.31% of the class, which is material and publicly disclosed
• Clear designation of shared voting and dispositive power, providing transparency about decision rights
• Filing includes certification that the position is not intended to change or influence control of the issuer

Negative

• No sole voting or dispositive power is reported, indicating the reporting persons do not claim unilateral control
• Filing lacks timing, price, and acquisition details so investors cannot assess when or at what cost the position was accumulated

Insights

Financial Analyst

TL;DR: A passive investor disclosure: a 5.31% stake is material but flagged as non-control.

Glazer Capital and Paul J. Glazer collectively report ownership of 1,605,145 shares, or 5.31% of Potbelly common stock. The filing indicates shared voting and dispositive power rather than sole control, and it is submitted under Schedule 13G, which typically denotes passive investment intent. For investors, a >5% ownership can attract attention because it signals meaningful economic exposure and potential engagement, but the certification here explicitly denies intent to change control. No acquisition timing, purchase prices, or trading strategy are provided in the filing.

Corporate Governance Expert

TL;DR: Significant minority stake disclosed with shared authority but no claim of control.

The document shows Glazer Capital as investment manager of the Glazer Funds and Paul J. Glazer as Managing Member, both reporting identical share counts and 1,605,145 shared voting and dispositive votes. The filing includes the statutory certification that the holdings were not acquired to influence issuer control, consistent with Schedule 13G disclosures. From a governance standpoint, this level of ownership allows for potential shareholder influence, but the absence of sole voting power and the non-control declaration indicate no immediate governance change is asserted by the reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Potbelly Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

73754Y100

(CUSIP Number)

09/22/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 73754Y100

1

Names of Reporting Persons

Glazer Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,605,145.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,605,145.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,605,145.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.31 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 73754Y100

1

Names of Reporting Persons

Paul J. Glazer

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,605,145.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,605,145.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,605,145.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.31 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Potbelly Corporation
(b)	Address of issuer's principal executive offices: 500 W Madison St, Suite 1000, Chicago, Illinois 60661
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and (ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)	Citizenship: Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)	Title of class of securities: Common Stock, $0.01 par value
(e)	CUSIP No.: 73754Y100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,605,145
(b)	Percent of class: 5.31%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,605,145
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,605,145
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Glazer Capital, LLC

Signature:	Paul J. Glazer
Name/Title:	Paul J. Glazer, Managing Member
Date:	09/29/2025

Paul J. Glazer

Signature:	Paul J. Glazer
Name/Title:	Paul J. Glazer
Date:	09/29/2025

FAQ

Who filed the Schedule 13G for Potbelly Corporation (PBPB)?

The filing was made by Glazer Capital, LLC and Paul J. Glazer as reporting persons.

How many Potbelly shares does Glazer Capital report owning and what percent is that of PBPB?

They report beneficial ownership of 1,605,145 shares, representing 5.31% of Potbelly's common stock.

Does Glazer Capital claim control of Potbelly (PBPB)?

No. The filing states the shares were not acquired to change or influence control and reports no sole voting or dispositive power.

What voting and dispositive powers are reported for the 1,605,145 shares?

The filing reports shared voting power of 1,605,145 and shared dispositive power of 1,605,145; sole powers are reported as 0.

Where are the reporting persons based and what are their citizenships?

Glazer Capital's business office is 250 West 55th Street, Suite 30A, New York, NY 10019; Glazer Capital is organized in Delaware and Paul J. Glazer is a United States citizen.