Vann A. Avedisian - 23 Oct 2025 Form 4 Insider Report for POTBELLY CORP (PBPB)

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 16,113 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

The Form 3 inadvertently reported 513,263 shares of Common Stock. The correction is reflected here.

Footnote F5

The securities are held by the Vann A. Avedisian Trust (the 'VAA Trust'). Mr. Avedisian is the beneficiary of the VAA Trust and may be considered to have beneficial ownership of the VAA Trust's interests in the Issuer. Mr. Avedisian disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

Footnote F6

The securities are held by Intrinsic Investment Holdings, LLC ("Intrinsic") and Mr. Avedisian is the Managing Director of Intrinsic. Mr. Avedisian disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

Footnote F7

Pursuant to the Merger Agreement, at the Effective Time, (a) each of the Issuer's outstanding warrants to purchase shares of Common Stock (the "Warrants") outstanding and unexercised as of immediately prior to the Effective Time, was automatically cancelled and converted into and became 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 total number of shares of Common Stock underlying such Warrant by (ii) the excess, if any, of the Per Share Price over the exercise price of such Warrant, less applicable taxes required to be withheld with respect to such payment (the "Warrant Consideration"), and (b) the holder of such Warrant, in lieu of shares of Common Stock immediately purchasable and receivable upon the exercise of such Warrant, is entitled only to receive the Warrant Consideration in respect of such Warrant and has no other rights pursuant to such holder's ownership.

Footnote F8

The Form 3 inadvertently reported 40,634 Warrants. The correction is reflected here.