POTBELLY CORP — Director's Dealing 2025

Oct 28, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2025-10-23

Reporting Person: Wright Robert D. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-10-23	Common Stock	D	832632	$17.12	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-10-23	Performance Stock Units	$	D	62344	Disposed		Common Stock (62344)	Direct
2025-10-23	Performance Stock Units	$	D	60465	Disposed		Common Stock (60465)	Direct
2025-10-23	Performance Stock Units	$	D	60773	Disposed		Common Stock (60773)	Direct

Footnotes

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').

F2: Includes 72,188 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

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.

F4: Pursuant to the terms of the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") that was outstanding and unvested as of immediately prior to the Effective Time, was automatically cancelled and substituted into and became the contingent right to receive an amount in cash, without interest thereon (but subject to applicable withholding) (a "Substituted PSU Cash Award"), 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 PSU, with the achievement of the performance-based vesting metrics applicable to each PSU based on the greater of target or actual achievement of the applicable performance metrics. Each such Substituted PSU Cash Award will be payable on the last day of the performance period that applied to the corresponding PSUs immediately prior to the Effective Time (such date, the "Vesting Date"), subject to the applicable holder's continued employment or

F5: (continued from footnote 4) service through the Vesting Date, except that each such Substituted PSU Cash Award will be afforded "double-trigger" accelerated vesting upon such applicable holder's termination without cause or resignation for good reason, in each case, that occurs during a post-closing period.