POTBELLY CORP Merger and Stock Disposition by President and CEO
On October 23, 2025, POTBELLY CORP (PBPB) completed a merger with RaceTrac, Inc., resulting in POTBELLY becoming a wholly owned subsidiary of RaceTrac. Each share of POTBELLY's common stock was converted into the right to receive $17.12 per share in cash. Robert D. Wright, the President and CEO of POTBELLY, disposed of 832,632 shares of common stock and 183,582 Performance Stock Units (PSUs) on the same date. The PSUs were converted into cash awards based on the merger agreement terms, with vesting conditions remaining unchanged except for double-trigger accelerated vesting in case of termination without cause or resignation for good reason. This filing highlights significant changes in ownership and corporate structure following the merger.