Potbelly (PBPB) executive Atkins returned to the company 48,203 shares at $17.12

Insider transactions reported

Will Atkins (VP, Controller at Potbelly Corporation, PBPB) reported that they returned to the company 48,203 shares at $17.12 on Oct 23, 2025. After these transactions the filing shows 0 shares held directly.

Reporting person

Atkins Will

Role

VP, Controller

Holdings before and after

• Common Stock: 48,203 to 0 direct

Footnotes from the filing

1. 1. 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 ).
2. 2. Includes 11,255 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
3. 3. (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.
4. 4. The sale of 969 shares of Common Stock to cover the tax liability upon vesting of RSUs on April 26, 2022 was inadvertently not reported and is reflected here.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

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