Robert D. Wright - 23 Oct 2025 Form 4 Insider Report for POTBELLY CORP (PBPB)

Reporting relationship: President and CEO, Director
Issuer ticker: PBPB
Reported as of: 23 Oct 2025
Net transaction value: -$17,397,584
SEC form: 4
Accepted by SEC: 27 Oct 2025, 21:03:00 UTC
Prior SEC filing: 08 Oct 2025
Next SEC filing: 06 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ Robert D. Wright

Key filing fact

Robert D. Wright filed Form 4 for POTBELLY CORP (PBPB) on 27 Oct 2025.

Key facts

This page summarizes Robert D. Wright's Form 4 filing for POTBELLY CORP (PBPB).
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 27 Oct 2025, 21:03.

Change

Previous filing in this sequence was filed on 08 Oct 2025.
Current net transaction value: -$17,397,584.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001593559 Primary reporting owner

Wright Robert D.

Relationship: President and CEO, Director
Address: 500 W. MADISON ST., SUITE 1000, CHICAGO
Signature: /s/ Robert D. Wright
Signature date: 27 Oct 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PBPB transaction

Common Stock

Disposed to Issuer

Transaction value: $14,254,660
Shares: -832,632
Change %: -100%
Price: $17.12
Shares after: 0
Date: 23 Oct 2025
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PBPB transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value: $1,067,329
Shares: -62,344
Change %: -100%
Price: $17.12
Shares after: 0
Date: 23 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 62,344
Exercise price
Footnotes: F4, F5

PBPB transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value: $1,035,161
Shares: -60,465
Change %: -100%
Price: $17.12
Shares after: 0
Date: 23 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 60,465
Exercise price
Footnotes: F4, F5

PBPB transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value: $1,040,434
Shares: -60,773
Change %: -100%
Price: $17.12
Shares after: 0
Date: 23 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 60,773
Exercise price
Footnotes: F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Robert D. Wright is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2025 (the 'Merger Agreement'), by and among the Issuer, RaceTrac, Inc. ('Parent'), and Hero Sub Inc. ('Merger Sub'), Merger Sub merged with and into the Issuer (the 'Merger'), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the 'Effective Time'), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.01 per share ('Common Stock'), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $17.12 per share in cash, without interest thereon (but subject to applicable withholding) (the 'Per Share Price').

Footnote F2

Includes 72,188 unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, at the Effective Time, (A) each RSU that is outstanding and vested (but not yet settled) as of immediately prior to the Effective Time, taking into account any acceleration of vesting of any RSU that occurs upon the Effective Time (each, a "Vested RSU"), was automatically cancelled and converted into the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares of Common Stock subject to such RSU and (B) each outstanding RSU that was not a Vested RSU (each, an "Unvested RSU") was automatically cancelled and substituted into the contingent right to receive an aggregate amount (without interest) in cash (a "Substituted RSU Cash Award") equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares

Footnote F3

(continued from footnote 2) of Common Stock subject to such RSU. Each such Substituted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the corresponding Unvested RSU immediately prior to the Effective Time, except that each such Substituted RSU Cash Award will be afforded "double-trigger" accelerated vesting upon the applicable holder's termination without cause or resignation for good reason, in each case, that occurs during a post-closing period.

Footnote F4

Pursuant to the terms of the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") that was outstanding and unvested as of immediately prior to the Effective Time, was automatically cancelled and substituted into and became the contingent right to receive an amount in cash, without interest thereon (but subject to applicable withholding) (a "Substituted PSU Cash Award"), equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares of Common Stock subject to such PSU, with the achievement of the performance-based vesting metrics applicable to each PSU based on the greater of target or actual achievement of the applicable performance metrics. Each such Substituted PSU Cash Award will be payable on the last day of the performance period that applied to the corresponding PSUs immediately prior to the Effective Time (such date, the "Vesting Date"), subject to the applicable holder's continued employment or

Footnote F5

(continued from footnote 4) service through the Vesting Date, except that each such Substituted PSU Cash Award will be afforded "double-trigger" accelerated vesting upon such applicable holder's termination without cause or resignation for good reason, in each case, that occurs during a post-closing period.