Potbelly Corp (PBPB) Files 8-K with Major Corporate Events
| Field | Detail |
|---|---|
| Company | Potbelly Corp |
| Form Type | 8-K |
| Filed Date | Oct 23, 2025 |
| Risk Level | medium |
| Pages | 11 |
| Reading Time | 13 min |
| Key Dollar Amounts | $0.01, $17.12, $530 million, $11 million, $600,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, acquisition, delisting-risk, corporate-governance
Related Tickers: PBPB
TL;DR
PBPB filed an 8-K on 10/23/25 covering acquisitions, control changes, and listing rule issues.
AI Summary
On October 23, 2025, Potbelly Corporation filed an 8-K detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and potential modifications to security holder rights. The filing also addresses changes in control of the registrant and potential delisting or failure to meet listing standards.
Why It Matters
This 8-K filing indicates significant corporate actions that could impact Potbelly's stock price and operational structure, requiring investor attention.
Risk Assessment
Risk Level: medium — The filing mentions potential delisting and changes in control, which are significant events that could introduce volatility.
Key Players & Entities
- Potbelly Corporation (company) — Registrant
- 0001195734 (company) — Central Index Key for Potbelly Corporation
- October 23, 2025 (date) — Date of earliest event reported
FAQ
What specific material definitive agreement did Potbelly Corporation enter into?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What acquisition or disposition of assets was completed by Potbelly Corporation?
The filing states that an acquisition or disposition of assets was completed, but the specifics of the transaction are not detailed in the provided text.
What are the potential modifications to the rights of Potbelly Corporation's security holders?
The filing mentions material modifications to the rights of security holders, but the exact nature of these modifications is not specified in the provided text.
What events led to the notice of delisting or failure to satisfy a continued listing rule for Potbelly Corporation?
The filing includes a notice of delisting or failure to satisfy a continued listing rule, but the specific reasons are not elaborated upon in the provided text.
What changes in control of Potbelly Corporation are being reported?
The filing reports changes in control of the registrant, but the details of these changes are not provided in the excerpt.
Filing Stats: 3,195 words · 13 min read · ~11 pages · Grade level 12.6 · Accepted 2025-10-23 15:17:26
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value PBPB The NASDAQ Stock Mar
- $17.12 — Company (the " Shares ") at a price of $17.12 per Share (the " Merger Consideration "
- $530 million — Offer and the Merger was approximately $530 million. The aggregate amount payable to holder
- $11 million — s and Company Options was approximately $11 million. The foregoing description of the Mer
- $600,000 — s's annual base salary was increased to $600,000. He is eligible to participate in a cas
- $400,000 — with a target incentive opportunity of $400,000, and a cash-based long-term incentive p
- $450,000 — h an annual target grant opportunity of $450,000, generally based on three-year performa
Filing Documents
- d73150d8k.htm (8-K) — 57KB
- d73150dex31.htm (EX-3.1) — 8KB
- d73150dex32.htm (EX-3.2) — 67KB
- d73150dex991.htm (EX-99.1) — 10KB
- 0001193125-25-248610.txt ( ) — 286KB
- pbpb-20251023.xsd (EX-101.SCH) — 3KB
- pbpb-20251023_lab.xml (EX-101.LAB) — 18KB
- pbpb-20251023_pre.xml (EX-101.PRE) — 11KB
- d73150d8k_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 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Potbelly Corporation on September 10, 2025). 3.1 Amended and Restated Certificate of Incorporation of Potbelly Corporation. 3.2 Amended and Restated Bylaws of Potbelly Corporation. 10.1 Executive Employment Agreement, dated August 28, 2020, between Potbelly Corporation and Adam Noyes (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Potbelly Corporation on September 1, 2020). 99.1 Press Release of RaceTrac, Inc., dated October 23, 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. 5 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: October 23, 2025 POTBELLY CORPORATION By: /s/ Steven W. Cirulis Steven W. Cirulis Senior Vice President, Chief Financial Officer and Chief Strategy Officer