POTBELLY CORP Merger and Stock Disposition by VP, Controller

On October 23, 2025, POTBELLY CORP (PBPB) completed a merger with RaceTrac, Inc. and Hero Sub Inc., resulting in the cancellation of all outstanding shares of Common Stock. Each share was converted into the right to receive $17.12 in cash. Will Atkins, VP and Controller of POTBELLY CORP, disposed of 48,203 shares of Common Stock as part of this transaction, leaving him with no remaining shares. The merger agreement also addressed the treatment of restricted stock units (RSUs), converting vested RSUs into cash and substituting unvested RSUs into contingent cash awards with the same vesting terms. The filing also corrects a previous omission regarding the sale of 969 shares to cover tax liabilities from RSU vesting in April 2022.