Investment Adviser Discloses 1.67M PBPB Shares in Schedule 13G Filing

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Passive 5.53% stake disclosed; neutral ownership update.

The Schedule 13G shows that Portolan Capital Management has accumulated 1.67 million PBPB shares, just above the 5 % reporting threshold. As the filing is on Form 13G rather than 13D, the position is deemed passive; the adviser certifies no intent to influence management or pursue activism. From a valuation standpoint, the stake equals roughly one week of average trading volume, so liquidity risk is minimal. While incremental institutional interest can aid sentiment, the disclosure does not alter Potbelly’s fundamentals, capital structure, or near-term outlook. Overall market impact is expected to be limited.

Corporate Governance Expert

TL;DR: No control-seeking; governance status quo remains intact.

This 13G confirms that Portolan and George McCabe hold sole voting and dispositive power over 5.53 % of Potbelly shares. Item 10 certification explicitly states the investment is not for the purpose of changing or influencing control, differentiating it from activist 13D filings. There is no group formation and no subsidiary involvement. Consequently, board composition, takeover defenses, and governance dynamics remain unchanged. The filing modestly increases ownership concentration, which boards monitor, but it triggers no immediate governance concerns.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Potbelly Corp

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

73754Y100

(CUSIP Number)

06/20/2025

(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

Portolan Capital Management, 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 1,667,702.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,667,702.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,667,702.00

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)

5.53 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 73754Y100

1

Names of Reporting Persons

George McCabe

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 1,667,702.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,667,702.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,667,702.00

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)

5.53 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Potbelly Corp
(b)	Address of issuer's principal executive offices: 111 N. Canal Suite 325 Chicago, IL, 60606
Item 2.
(a)	Name of person filing: This statement is being filed with respect to the shares Common Stock of the Issuer beneficially owned (1) directly by Portolan Capital Management, LLC, a registered investment adviser, in its capacity as investment manager for various clients, and (2) indirectly by George McCabe, the Manager of Portolan Capital Management, LLC. Portolan Capital Management, LLC and Mr. McCabe are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 2 International Place, FL 26, Boston, MA 02110
(c)	Citizenship: Portolan Capital Management, LLC - DE Mr. McCabe - USA
(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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated by reference herein.
(b)	Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated by reference herein.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated by reference herein.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated by reference herein.
	(iv) Shared power to dispose or to direct the disposition of: 0
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. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Potbelly Corp. No one person's interest in the Common Stock of Potbelly Corp. is more than five percent of the total outstanding Common Stock.
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.

Portolan Capital Management, LLC

Signature:	George McCabe
Name/Title:	George McCabe/Manager
Date:	06/27/2025

George McCabe

Signature:	George McCabe
Name/Title:	George McCabe
Date:	06/27/2025

FAQ

Who filed the Schedule 13G on Potbelly Corp (PBPB)?

The filing was made by Portolan Capital Management, LLC and its manager George McCabe.

How many Potbelly shares are reported in the 13G?

Portolan reports ownership of 1,667,702 common shares.

What percentage of Potbelly’s outstanding stock does this represent?

The position amounts to 5.53 % of the company’s outstanding common stock.

Does the filing indicate any intent to influence control of Potbelly?

No. The certification states the shares are not held to influence control and the form used is passive Schedule 13G.

What voting and dispositive powers are disclosed?

Portolan and George McCabe report sole voting and sole dispositive power over all 1.67 million shares; shared power is 0.