Potbelly Corp Announces Material Agreement & Officer Changes
| Field | Detail |
|---|---|
| Company | Potbelly Corp |
| Form Type | 8-K |
| Filed Date | Sep 10, 2025 |
| Risk Level | medium |
| Pages | 14 |
| Reading Time | 17 min |
| Key Dollar Amounts | $0.01, $17.12, $19,800,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, executive-changes, board-changes, filings
Related Tickers: PBPB
TL;DR
Potbelly (PBPB) filed an 8-K: material agreement, exec changes, and exhibits. Watch for details.
AI Summary
Potbelly Corporation announced on September 9, 2025, a material definitive agreement and changes in its board and officer composition. The company also reported other events and filed financial statements and exhibits. The principal executive office is located at 500 W Madison St. Suite 1000, Chicago, Illinois.
Why It Matters
This filing indicates significant corporate actions, including a new material agreement and potential leadership shifts, which could impact the company's strategic direction and financial performance.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can introduce uncertainty and potential strategic shifts.
Key Numbers
- 001-36104 — SEC File Number (Identifies the company's filing history with the SEC.)
- 36-4466837 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Potbelly Corporation (company) — Registrant
- September 9, 2025 (date) — Date of earliest event reported
- 500 W Madison St. Suite 1000 (location) — Address of Principal Executive Office
- Chicago, Illinois (location) — City and State of Principal Executive Office
FAQ
What is the nature of the material definitive agreement entered into by Potbelly Corp?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the summary text.
What specific changes occurred regarding directors or officers?
The filing notes the departure of directors or certain officers, election of directors, and appointment of certain officers, along with compensatory arrangements, but specific names and roles are not detailed in the provided text.
What are the key items reported in this 8-K filing?
The key items reported are: Entry into a Material Definitive Agreement; Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Other Events; and Financial Statements and Exhibits.
When was the earliest event reported in this filing?
The earliest event reported was on September 9, 2025.
Where is Potbelly Corp's principal executive office located?
Potbelly Corp's principal executive office is located at 500 W Madison St. Suite 1000, Chicago, Illinois.
Filing Stats: 4,319 words · 17 min read · ~14 pages · Grade level 19.2 · Accepted 2025-09-10 08:07:27
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value PBPB The NASDAQ Stock Mar
- $17.12 — standing (the " Shares ") at a price of $17.12 per Share (the " Merger Consideration "
- $19,800,000 — ny will pay Parent a termination fee of $19,800,000. The parties to the Merger Agreement ar
Filing Documents
- d91739d8k.htm (8-K) — 61KB
- d91739dex21.htm (EX-2.1) — 529KB
- d91739dex101.htm (EX-10.1) — 67KB
- d91739dex991.htm (EX-99.1) — 20KB
- 0001193125-25-199704.txt ( ) — 955KB
- pbpb-20250909.xsd (EX-101.SCH) — 3KB
- pbpb-20250909_lab.xml (EX-101.LAB) — 18KB
- pbpb-20250909_pre.xml (EX-101.PRE) — 11KB
- d91739d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 2.1* Agreement and Plan of Merger, dated as of September 9, 2025, by and among RaceTrac, Inc., Hero Sub Inc. and Potbelly Corporation. 10.1 Tender and Support Agreement, dated as of September 9, 2025, by and among RaceTrac, Inc., Hero Sub Inc., Potbelly Corporation and the stockholders party thereto. 99.1 Press Release, dated September 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 10, 2025 POTBELLY CORPORATION By: /s/ Steven W. Cirulis Steven W. Cirulis Senior Vice President, Chief Financial Officer and Chief Strategy Officer