Joseph Boehm - 23 Oct 2025 Form 4 Insider Report for POTBELLY CORP (PBPB)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
27 Oct 2025, 21:19:52 UTC
Prior SEC filing
19 May 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Joseph Boehm

Key filing fact

Joseph Boehm filed Form 4 for POTBELLY CORP (PBPB) on 27 Oct 2025.

Key facts

  • This page summarizes Joseph Boehm's Form 4 filing for POTBELLY CORP (PBPB).
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 27 Oct 2025, 21:19.

Change

  • Previous filing in this sequence was filed on 19 May 2025.
  • Current net transaction value: -$4,259,901.

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 0001719477 Primary reporting owner

Boehm Joseph

Relationship
Director
Address
500 W. MADISON ST., SUITE 1000, CHICAGO
Signature
/s/ Joseph Boehm
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
$4,259,901
Shares
-248,826
Change %
-100%
Price
$17.12
Shares after
0
Date
23 Oct 2025
Ownership
Direct
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 3 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 26,123 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.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .