PBPB / Potbelly Corporation - SEC Filings, Annual Report, Proxy Statement

Potbelly Corporation
US ˙ NasdaqGS ˙ US73754Y1001

Basic Stats
LEI 54930027NUULUR2P5W11
CIK 1195734
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Potbelly Corporation
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 29, 2025 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 29, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Pot

August 6, 2025 EX-99.1

Potbelly Corporation Reports Results for Second Fiscal Quarter 2025 Second quarter system-wide sales growth of 6.7% including 3.2% company-operated same-store sales growth and positive traffic growth Eight shop openings and 54 additional franchise sh

Exhibit 99.1 Potbelly Corporation Reports Results for Second Fiscal Quarter 2025 Second quarter system-wide sales growth of 6.7% including 3.2% company-operated same-store sales growth and positive traffic growth Eight shop openings and 54 additional franchise shop commitments in the second quarter Raises full-year guidance and introduces 3Q'25 guidance including positive same-store sales of 3.25%

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 Potbelly Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 Potbelly Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 12, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(

May 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 30, 2025 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Po

May 7, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File N

May 7, 2025 EX-99.1

Potbelly Corporation Reports Results for First Fiscal Quarter 2025 First quarter system-wide sales growth of 4.8% including positive same-store sales growth Four shop openings and 40 additional franchise shop commitments in the first quarter Reiterat

Exhibit 99.1 Potbelly Corporation Reports Results for First Fiscal Quarter 2025 First quarter system-wide sales growth of 4.8% including positive same-store sales growth Four shop openings and 40 additional franchise shop commitments in the first quarter Reiterates full-year guidance and introduces 2Q’25 guidance including positive same-store sales of 1.5%-2.5% Chicago, IL. May 7, 2025 – Potbelly

April 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 1

April 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 Potbelly Corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

April 4, 2025 EX-3.1

Amended and Restated By-laws of Potbelly Corporation, as amended on April 2, 2025.

exhibit31 AMENDED AND RESTATED BY-LAWS OF POTBELLY CORPORATION Effective as of April 2, 2025 ARTICLE I OFFICES Section 1.

April 4, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(

March 12, 2025 EX-16.1

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated March 12, 2025

March 12, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Potbelly Corporation’s Form 8-K/A dated March 12, 2025, and have the following comments: 1. We agree with the statements made in the first, second, third, and fourth paragraphs. 2. We have no basis on which to agree or disagree with the statements made in the

March 12, 2025 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

March 6, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2025 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

March 6, 2025 EX-99.1

Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2024 Q4 GAAP EPS of $0.15 +67% y-y and Adjusted EPS of $0.13 +550% y-y Q4 increased profitability with Net Income +69% y-y and Adjusted EBITDA +30% y-y Q4 eight shop opening

Exhibit 99.1 Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2024 Q4 GAAP EPS of $0.15 +67% y-y and Adjusted EPS of $0.13 +550% y-y Q4 increased profitability with Net Income +69% y-y and Adjusted EBITDA +30% y-y Q4 eight shop openings and 29 additional franchise shop commitments in the fourth quarter Chicago, IL. March 6, 2025 – Potbelly Corporation (NASDAQ: PBPB), (“

March 6, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 POTBELLY CORPORATION (Exact name of registrant as specified

March 6, 2025 EX-19.1

Potbelly Corporation Insider Trading Policy

EX-19.1 2 exhibit191.htm EX-19.1 INSIDER TRADING POLICY Adopted: August 7, 2014 Last Revised: March 3, 2025 The Board of Directors of Potbelly Corporation (the “Company” or “Potbelly”) has adopted this Insider Trading Policy (the “Policy”) in order to take an active role in the prevention of insider trading violations by our officers, directors, employees and other related individuals. This Policy

January 13, 2025 EX-99.1

Potbelly Corporation Reports Preliminary Results for Fourth Fiscal Quarter of 2024 Company to host a fireside chat and investor meetings at the 27th Annual ICR Conference Company expects to deliver positive fourth quarter same store sales growth 38 n

EX-99.1 2 pbpb-20250113xexx991x2024p.htm EX-99.1 Exhibit 99.1 Potbelly Corporation Reports Preliminary Results for Fourth Fiscal Quarter of 2024 Company to host a fireside chat and investor meetings at the 27th Annual ICR Conference Company expects to deliver positive fourth quarter same store sales growth 38 new shop sites in various stages of development for opening in 2025 Chicago, IL. January

January 13, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

January 7, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fi

January 7, 2025 EX-16.1

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated January

January 7, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Potbelly Corporation’s Form 8-K dated January 7, 2025, and have the following comments: 1. We agree with the statements made in the third sentence of the first paragraph, as well as the second, third, and fourth paragraphs. 2. We have no basis on which to ag

November 29, 2024 SC 13D/A

PBPB / Potbelly Corporation / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 pbpb-13daxnov292024.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)1 Potbelly Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73

November 14, 2024 SC 13G/A

PBPB / Potbelly Corporation / Soviero Asset Management, LP Passive Investment

SC 13G/A 1 potbelly13ga2-11142024.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) Septem

November 7, 2024 EX-99.1

Potbelly Corporation Reports Results for Third Fiscal Quarter 2024 GAAP EPS of $0.12 + 140% y-y and Adjusted EPS of $0.08 + 100% y-y Increased Profitability with Net Income +150% y-y and Adjusted EBITDA +19% y-y Eight shop openings and 32 additional

Exhibit 99.1 Potbelly Corporation Reports Results for Third Fiscal Quarter 2024 GAAP EPS of $0.12 + 140% y-y and Adjusted EPS of $0.08 + 100% y-y Increased Profitability with Net Income +150% y-y and Adjusted EBITDA +19% y-y Eight shop openings and 32 additional franchise shop commitments in the third quarter Chicago, IL. November 7, 2024 – Potbelly Corporation (NASDAQ: PBPB), (“Potbelly” or the “

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 29, 2024 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 29, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-3610

November 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

August 8, 2024 EX-99.1

Potbelly Corporation Reports Results for Second Fiscal Quarter 2024 22 additional new franchise shop commitments in the second quarter 9 shop openings year-to-date through August 8th

Exhibit 99.1 Potbelly Corporation Reports Results for Second Fiscal Quarter 2024 22 additional new franchise shop commitments in the second quarter 9 shop openings year-to-date through August 8th Chicago, IL. August 8, 2024 – Potbelly Corporation (NASDAQ: PBPB), (“Potbelly” or the “Company”) the iconic neighborhood sandwich shop concept, today reported financial results for its second fiscal quart

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Pot

May 21, 2024 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 15, 2024 CORRESP

Potbelly Corporation 111 N. Canal Street, Suite 325 Chicago, Illinois 60606

Potbelly Corporation 111 N. Canal Street, Suite 325 Chicago, Illinois 60606 May 15, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Potbelly Corporation Registration Statement on Form S-3 File Number 333-279213 Ladies and Gentlemen: Potbelly Corporation hereby requests that the effectiveness of the above-referenced registration statement on Form S-3

May 15, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2024 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 8, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form

May 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File N

May 8, 2024 EX-99.1

Potbelly Corporation Reports Strong Results for First Fiscal Quarter 2024 First quarter system-wide sales growth of 1.9% and AWS of $24,250 32 additional new franchise shop commitments in the first quarter Announces $20 million share repurchase progr

Exhibit 99.1 Potbelly Corporation Reports Strong Results for First Fiscal Quarter 2024 First quarter system-wide sales growth of 1.9% and AWS of $24,250 32 additional new franchise shop commitments in the first quarter Announces $20 million share repurchase program Chicago, IL. May 8, 2024 – Potbelly Corporation (NASDAQ: PBPB), (“Potbelly” or the “Company”) the iconic neighborhood sandwich shop co

May 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Po

May 8, 2024 S-3

As filed with the Securities and Exchange Commission on May 8, 2024

As filed with the Securities and Exchange Commission on May 8, 2024 Registration No.

May 8, 2024 EX-4.3

Form of Indenture between Potbelly Corporation and one or more trustees to be named therein.

Exhibit 4.3 POTBELLY CORPORATION FORM OF INDENTURE Dated as of , 20 [Name of Trustee] Trustee TABLE OF CONTENTS page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 5 Section 1.1. Definitions. 5 Section 1.2. Other Definitions. 8 Section 1.3. Incorporation by Reference of Trust Indenture Act. 8 Section 1.4. Rules of Construction. 8 ARTICLE II. THE SECURITIES 9 Section 2.1. Issuable in Series.

April 5, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(

April 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(

March 11, 2024 SC 13D/A

PBPB / Potbelly Corporation / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 pbpb-13daxmar112024.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)1 Potbelly Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73

March 8, 2024 SC 13D/A

PBPB / Potbelly Corporation / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

March 8, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 POTBELLY CORPORATION (Exact name of registrant as specified

March 8, 2024 EX-22.1

Form of Performance Stock Unit Award Agreement pursuant to 2019 Long-Term Incentive Plan, As Amended and Restated. †

FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT POTBELLY CORPORATION 2019 LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT Participant: [NAME] THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified herein, by and between Potbelly Corporation, a Delaware corporation (the “Company”), and the Participant is entered into pursuant to the Potbelly Corporation 2019 Long- Term Incentive Plan (as the same may be further amended, restated, supplemented and otherwise modified from time to time, the “Plan”).

March 8, 2024 EX-97.1

Potbelly Corporation Executive Officer Clawback Policy (filed herewith)

ACTIVE 690976019v2 Potbelly Corporation Executive Officer Clawback Policy Approved by the Compensation Committee on October 25, 2023 (the “Adoption Date”) I.

March 8, 2024 EX-4.1

Description of Capital Stock

Description of Capital Stock The following is a description of certain general terms and provisions of our common stock and preferred stock.

March 7, 2024 EX-99.1

Potbelly Corporation Reports Strong Results for Fourth Fiscal Quarter and Full Year 2023 Fourth quarter same-store sales growth of 6.3% and AWS of $24,960 with traffic growth as a major driver 202 new shop commitments to-date under the Franchise Grow

Exhibit 99.1 Potbelly Corporation Reports Strong Results for Fourth Fiscal Quarter and Full Year 2023 Fourth quarter same-store sales growth of 6.3% and AWS of $24,960 with traffic growth as a major driver 202 new shop commitments to-date under the Franchise Growth Acceleration Initiative Provides first quarter and full year 2024 outlook; Introduces new long-term growth ranges Chicago, IL. March 7

March 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2024 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

February 23, 2024 EX-FILING FEES

Filing Fee Table (filed herewith).

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

February 23, 2024 S-8

As filed with the Securities and Exchange Commission on February 23, 2024

As filed with the Securities and Exchange Commission on February 23, 2024 Registration No.

February 23, 2024 EX-99.1

Potbelly Corporation 2019 Long-Term Incentive Plan (as Amended and Restated Effective June 24, 2020) (filed herewith).

Exhibit 99.1 POTBELLY CORPORATION 2019 LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective June 24, 2020) 1.  GENERAL 1.1 Purposes. Potbelly Corporation (the “Company”) has established the Potbelly Corporation 2019 Long-Term Incentive Plan (the “Plan”) to: (a) align the interests of the Company’s stockholders and the recipients of Awards under this Plan by increasing the proprietary intere

February 23, 2024 EX-99.2

Amendment to the Potbelly Corporation 2019 Long-Term Incentive Plan (as Amended and Restated Effective June 24, 2020) (filed herewith).

Exhibit 99.2 AMENDMENT TO THE POTBELLY CORPORATION 2019 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE JUNE 24, 2020) (Adopted April 4, 2023 and ratified by Stockholders on May 18, 2023) WHEREAS, Potbelly Corporation, a Delaware corporation (the “Company”) maintains the Potbelly Corporation 2019 Long-Term Incentive Plan (the “Plan”), which was previously approved by the Company’s Boar

February 14, 2024 SC 13G/A

PBPB / Potbelly Corporation / Soviero Asset Management, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) December 31, 2023 (Date of Event which Requi

February 13, 2024 SC 13G

PBPB / Potbelly Corporation / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01724-potbellycorp.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Potbelly Corp Title of Class of Securities: Common Stock CUSIP Number: 73754Y100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this

February 12, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2024 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or other jurisdiction of incorporation) (Commission Fi

February 12, 2024 EX-99.1

Potbelly Corporation Announces New Three-Year, $30 Million Credit Facility Company expects to save approximately $2 million in net interest on annualized basis

Exhibit 99.1 Potbelly Corporation Announces New Three-Year, $30 Million Credit Facility Company expects to save approximately $2 million in net interest on annualized basis Chicago, IL. February 12, 2024 – Potbelly Corporation (NASDAQ: PBPB), (“Potbelly” or the “Company”) the iconic neighborhood sandwich shop concept, today announced that the Company has closed a new $30 million revolving credit f

February 12, 2024 EX-10.1

Credit and Guaranty Agreement, dated as of February 7, 2024, among Potbelly Sandwich Works, LLC, the other loan parties named therein, Wintrust Bank, N.A., as administrative agent, and the lenders set forth therein.

Exhibit 10.1 CREDIT AGREEMENT dated as of February 7, 2024 among POTBELLY SANDWICH WORKS, LLC, The Loan Parties Party Hereto, The Lenders Party Hereto, and WINTRUST BANK, N.A., as Administrative Agent WINTRUST BANK, N.A., as Sole Bookrunner and Sole Lead Arranger TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1    SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 36

February 8, 2024 SC 13G/A

PBPB / Potbelly Corporation / Archon Capital Management LLC Passive Investment

SC 13G/A 1 d1096356513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Potbelly Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 73754Y100 (CUSIP Number) January 9, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

February 2, 2024 SC 13G/A

PBPB / Potbelly Corporation / Agman Investments LLC - SC 13G/A Passive Investment

SC 13G/A 1 d734408dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* POTBELLY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 73754Y100 (CUSIP Number) January 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

January 16, 2024 SC 13D/A

PBPB / Potbelly Corporation / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

January 8, 2024 EX-99.1

Potbelly Corporation Reports Preliminary Results for Fourth Fiscal Quarter and Full Year 2023 Company to host a fireside chat and investor meetings at the 26th Annual ICR Conference in Orlando, FL Monday, January 8, 2023 5.9% -6.4% same-store sales g

Exhibit 99.1 Potbelly Corporation Reports Preliminary Results for Fourth Fiscal Quarter and Full Year 2023 Company to host a fireside chat and investor meetings at the 26th Annual ICR Conference in Orlando, FL Monday, January 8, 2023 5.9% -6.4% same-store sales growth and Average Weekly Sales (AWS) of $24,870 - $24,970, with traffic growth as the major driver 192 new shop commitments to-date under

January 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2024 Potbelly Corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2024 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fi

December 21, 2023 SC 13D/A

PBPB / Potbelly Corporation / Nierenberg Investment Management Company, Inc. Activist Investment

SC 13D/A 1 potbelly13da2-12212023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) David Nierenberg The D3 Family Funds 19605 NE 8th Street Camas, WA 98607 (360) 604-8600 With a copy

December 21, 2023 SC 13D/A

PBPB / Potbelly Corporation / Nierenberg Investment Management Company, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) David Nierenberg The D3 Family Funds 19605 NE 8th Street Camas, WA 98607 (360) 604-8600 With a copy to: Christopher P. Davis Kleinberg, K

December 5, 2023 SC 13D/A

PBPB / Potbelly Corp / Chain of Lakes Investment Fund, LLC Activist Investment

SC 13D/A 1 fp0086178-1sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Potbelly Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73754Y100 (CUSIP Number) Chain of Lakes Investment Fund, LLC 8101 34th Avenue South, Suite 400 Bloomington, Minne

December 5, 2023 EX-99.2

Joint Filing Agreement

EX-99.2 3 fp0086178-1ex992.htm Exhibit 2 Joint Filing Agreement The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Potbelly Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: December 5, 2023 CHAIN OF LAKES INVESTMENT FUND, LLC By: /s/ Chris

December 5, 2023 EX-99.1

Schedule of Transactions by the Reporting Persons

EX-99.1 2 fp0086178-1ex991.htm Exhibit 1 Schedule of Transactions by the Reporting Persons The following table sets forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on December 1, 2023. Unless otherwise indicated, all such transactions were effected

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 24, 2023 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 24, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-3610

November 1, 2023 EX-99.1

Potbelly Corporation Reports Strong Results for Third Fiscal Quarter 2023 8.0% same-store sales growth and AWS of $25,190, with traffic growth as a major driver 150 new shop commitments to-date under the Franchise Growth Acceleration Initiative Deliv

Exhibit 99.1 Potbelly Corporation Reports Strong Results for Third Fiscal Quarter 2023 8.0% same-store sales growth and AWS of $25,190, with traffic growth as a major driver 150 new shop commitments to-date under the Franchise Growth Acceleration Initiative Delivered at or above all guidance ranges; provides fourth quarter outlook Chicago, IL. November 1, 2023 – Potbelly Corporation (NASDAQ: PBPB)

November 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

August 8, 2023 SC 13D/A

PBPB / Potbelly Corp / Nierenberg Investment Management Company, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) David Nierenberg The D3 Family Funds 19605 NE 8th Street Camas, WA 98607 (360) 604-8600 With a copy to: Christopher P. Davis Kleinberg, K

August 3, 2023 EX-99.1

Potbelly Corporation Reports Results for Second Fiscal Quarter 2023 12.9% same-store sales growth and AUVs of $25,950, driven mostly by traffic 106 new shop commitments to-date under the Franchise Growth Acceleration Initiative Delivered above high-e

Exhibit 99.1 Potbelly Corporation Reports Results for Second Fiscal Quarter 2023 12.9% same-store sales growth and AUVs of $25,950, driven mostly by traffic 106 new shop commitments to-date under the Franchise Growth Acceleration Initiative Delivered above high-end of all guidance ranges; provides third quarter and reiterates full year 2023 outlook Chicago, IL. August 3, 2023 – Potbelly Corporatio

August 3, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 25, 2023 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 25, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Pot

June 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2023 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

June 6, 2023 EX-99.1

Potbelly Corporation Provides Second Quarter Business Update The Company to Participate at the William Blair 43rd Annual Growth Stock Conference

EX-99.1 Exhibit 99.1 Potbelly Corporation Provides Second Quarter Business Update The Company to Participate at the William Blair 43rd Annual Growth Stock Conference CHICAGO, June 6, 2023 – Potbelly Corporation (NASDAQ: PBPB), (“Potbelly” or the “Company”) the iconic neighborhood sandwich shop, today reported preliminary unaudited same-store sales results for the second quarter 2023 to-date, in co

June 6, 2023 EX-99.2

▪ ▪ ▪ ▪ − − −

EX-99.2 Exhibit 99.2 ▪ ▪ ▪ ▪ − − − ▪ NEW − O RANGE CR EAM SHAKE − − STOP D REAMING AND ORDE R N OW! SHK005 − ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ − − − ▪ ▪ − − − • • • • • • • • •

May 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2023 Potbelly Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2023 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 Potbelly Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File N

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 26, 2023 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 26, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Po

May 4, 2023 EX-99.1

Potbelly Corporation Reports Strong Results for First Fiscal Quarter 2023 22.2% same-store sales growth and AUVs of $23,881, driven mostly by traffic 30 new shop agreements year-to-date, signaling momentum in Franchise Growth Acceleration Initiative

Exhibit 99.1 Potbelly Corporation Reports Strong Results for First Fiscal Quarter 2023 22.2% same-store sales growth and AUVs of $23,881, driven mostly by traffic 30 new shop agreements year-to-date, signaling momentum in Franchise Growth Acceleration Initiative Delivered on high-end of all guidance measures; provides second quarter and reiterates full year 2023 outlook Chicago, IL. May 4, 2023 –

April 10, 2023 EX-99.2

Cautionary Statements Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities E

EX-99.2 Exhibit 99.2 William Blair Non-Deal Roadshow April 11, 2023 Cautionary Statements Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act o

April 10, 2023 EX-99.1

Potbelly Corporation Provides First Quarter 2023 Business Update Strong customer demand drives elevated first quarter performance, exceeding expectations across key guidance metrics Company participating in a Non-Deal Roadshow sponsored by William Bl

EX-99.1 Exhibit 99.1 Potbelly Corporation Provides First Quarter 2023 Business Update Strong customer demand drives elevated first quarter performance, exceeding expectations across key guidance metrics Company participating in a Non-Deal Roadshow sponsored by William Blair on Tuesday, April 11 CHICAGO, April 10, 2023 – Potbelly Corporation (NASDAQ: PBPB) (“Potbelly” or the “Company”), the iconic

April 10, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 10, 2023 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 5, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D

April 5, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(

March 2, 2023 EX-22.1

Form of Performance Stock Unit Award Agreement pursuant to 2019 Long-Term Incentive Plan, As Amended and Restated. †

psuagreement-1022 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT POTBELLY CORPORATION 2019 LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT Participant: [NAME] THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified herein, by and between Potbelly Corporation, a Delaware corporation (the “Company”), and the Participant is entered into pursuant to the Potbelly Corporation 2019 Long- Term Incentive Plan (as the same may be further amended, restated, supplemented and otherwise modified from time to time, the “Plan”).

March 2, 2023 EX-99.1

Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2022 Closes year strong with same-store-sales up 18.9% and record AUVs of $24,144 for the fourth quarter Delivers record revenue with full-year same-store sales growth of 18

Exhibit 99.1 Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2022 Closes year strong with same-store-sales up 18.9% and record AUVs of $24,144 for the fourth quarter Delivers record revenue with full-year same-store sales growth of 18.5%, and significant improvement in profitability with full-year net income of $4.3 million and Adjusted EBITDA of $15.7 million Provides

March 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2023 Potbelly Corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2023 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

March 2, 2023 EX-4.1

Description of Capital Stock

descriptionofcs Description of Capital Stock The following is a description of certain general terms and provisions of our common stock and preferred stock.

March 2, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 POTBELLY CORPORATION (Exact name of registrant as specified

February 13, 2023 SC 13G/A

PBPB / Potbelly Corp / Archon Capital Management LLC Passive Investment

SC 13G/A 1 d993013713g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Potbelly Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 73754Y100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria

February 10, 2023 EX-10.1

Credit and Guaranty Agreement, dated as of February 7, 2023, among Potbelly Corporation, the other loan parties named therein, Sagard Holdings Manager LP, as administrative agent, and the lenders set forth therein.

Exhibit 10.1 CREDIT AND GUARANTY AGREEMENT Dated as of February 7, 2023 by and among POTBELLY CORPORATION, as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, SAGARD HOLDINGS MANAGER LP, as Administrative Agent, and THE LENDERS PARTY HERETO ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretative Provisions 31 1.03 Accounting Terms 31 1.04 Rounding 32

February 10, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2023 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or other jurisdiction of incorporation) (Commission Fi

February 10, 2023 EX-99.1

Potbelly Corporation Announces Replacement of Short-Term Revolver with $25 Million Five-Year Term Loan New term loan provides Potbelly financial flexibility to support the Company through next phase of growth

Exhibit 99.1 Potbelly Corporation Announces Replacement of Short-Term Revolver with $25 Million Five-Year Term Loan New term loan provides Potbelly financial flexibility to support the Company through next phase of growth CHICAGO, February 10, 2023 – Potbelly Corporation (NASDAQ: PBPB) (“Potbelly” or the “Company”), the iconic neighborhood sandwich shop, today announced it closed on a new $25 mill

February 6, 2023 SC 13G/A

PBPB / Potbelly Corp / Agman Investments LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* POTBELLY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 73754Y100 (CUSIP Number) 12/31/21 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

January 27, 2023 SC 13G

PBPB / Potbelly Corp / Soviero Asset Management, LP Passive Investment

SC 13G 1 potbelly13g-011723.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) January 17, 2

January 9, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2023 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fi

January 9, 2023 EX-99.2

Cautionary Statements Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities E

Exhibit 99.2 ICR Consumer Conference January 9, 2023 Cautionary Statements Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward

January 9, 2023 EX-99.1

Potbelly Corporation Provides Fourth Quarter and Full-Year 2022 Business Update Accelerating business momentum drives strong preliminary Q4 and FY 2022 results, exceeding expectations across all guidance metrics Significant progress against Franchise

Exhibit 99.1 Potbelly Corporation Provides Fourth Quarter and Full-Year 2022 Business Update Accelerating business momentum drives strong preliminary Q4 and FY 2022 results, exceeding expectations across all guidance metrics Significant progress against Franchise Growth Acceleration Initiative supporting the Company’s 2024 and long-term growth objectives CHICAGO, January 9, 2023 – Potbelly Corpora

November 3, 2022 EX-10.1

Amendment No. 8 dated September 23, 2022, to the Second Amended and Restated Credit Agreement dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger.

Execution Version AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is entered into as of September 23, 2022 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (?Borrower?), the other Loan Parties (as such term is defined in the Credit Agreement), the financial institutions

November 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2022 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

November 3, 2022 EX-99.1

Potbelly Corporation Reports Results for Third Fiscal Quarter 2022 Same-store-sales improved +15%, leading to record AUVs of $23,383 for the quarter Positive net income of $9.0 million, adjusted net income of $0.3 million, Adjusted EBITDA up 75% year

Exhibit 99.1 Potbelly Corporation Reports Results for Third Fiscal Quarter 2022 Same-store-sales improved +15%, leading to record AUVs of $23,383 for the quarter Positive net income of $9.0 million, adjusted net income of $0.3 million, Adjusted EBITDA up 75% year-over-year Recently signed franchising agreements for 25 shops within the Tampa, Central Orlando, Florida and Central Illinois regions, m

November 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 25, 2022 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 25, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-3610

November 2, 2022 EX-10.1

Employment Agreement Amendment between Potbelly Corporation and Robert D. Wright, dated November 2, 2022.

Exhibit 10.1 ROBERT D. WRIGHT EMPLOYMENT AGREEMENT AMENDMENT This EMPLOYMENT AGREEMENT AMENDMENT (the ?Amendment?) is made as of the date set forth at the end here by ROBERT D. WRIGHT, an individual (hereinafter referred to as ?Executive?) and POTBELLY CORPORATION, a Delaware corporation (hereinafter referred to as ?Company?). WHEREAS, Executive and Company entered into that certain Executive Empl

November 2, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2022 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

September 26, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2022 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

August 4, 2022 EX-10.1

estated Credit Agreement dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the

Execution Version AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is entered into as of May 31, 2022 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (?Borrower?), the other Loan Parties (as such term is defined in the Credit Agreement), the financial institutions listed

August 4, 2022 EX-99.1

Potbelly Corporation Reports Results for Second Fiscal Quarter 2022 Drove significant year-over-year profitability improvements with positive net income of $0.6 million, up $4.5 million, and adjusted EBITDA of $5.8 million, up $3.9 million Same-store

Exhibit 99.1 Potbelly Corporation Reports Results for Second Fiscal Quarter 2022 Drove significant year-over-year profitability improvements with positive net income of $0.6 million, up $4.5 million, and adjusted EBITDA of $5.8 million, up $3.9 million Same-store-sales improved +17.2%, leading to record AUVs of $22,902 for the quarter Company remains on track to achieve its full-year 2022 outlook

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2022 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 26, 2022 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 26, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Pot

July 21, 2022 SC 13D

PBPB / Potbelly Corp / Nierenberg Investment Management Company, Inc. - JULY 21, 2022 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) David Nierenberg The D3 Family Funds 19605 NE 8th Street Camas, WA 98607 (360) 604-8600 With a copy to: Christopher P. Davis Kleinberg, Ka

July 15, 2022 8-K

Termination of a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2022 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

June 6, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2022 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 20, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2022 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 27, 2022 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 27, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Po

May 5, 2022 EX-99.1

Potbelly Corporation Reports Results for First Fiscal Quarter 2022 Continued strong same-store sales performance of +24.4% for the quarter with solid progress in recovery of Central Business District shops Significant progress against Five-Pillar and

Exhibit 99.1 Potbelly Corporation Reports Results for First Fiscal Quarter 2022 Continued strong same-store sales performance of +24.4% for the quarter with solid progress in recovery of Central Business District shops Significant progress against Five-Pillar and strategic growth strategies Company remains on track to achieve its 2022 outlook for record AUVs, double-digit growth in same-store sale

May 5, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2022 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File N

April 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the: Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d327703ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the: Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commissi

April 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2022 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 1, 2022 EX-99.1

Potbelly Corporation Announces Additions to its Board of Directors Potbelly brings extensive financial, capital markets and restaurant experience to its Board of Directors with the addition of David Pearson and Jill Sutton

Exhibit 99.1 Potbelly Corporation Announces Additions to its Board of Directors Potbelly brings extensive financial, capital markets and restaurant experience to its Board of Directors with the addition of David Pearson and Jill Sutton CHICAGO, April 1, 2022 ? Potbelly Corporation (NASDAQ: PBPB) (?Potbelly? or the ?Company?), the iconic neighborhood sandwich shop, today announced the addition of t

April 1, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

April 1, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a

March 3, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 POTBELLY CORPORATION (Exact name of regist

March 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2022 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

March 3, 2022 EX-10.5F

Amendment No. 6, dated January 28, 2022, to the Second Amended and Restated Credit Agreement dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger.

Execution Version AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is entered into as of January 28, 2022 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (?Borrower?), the other Loan Parties (as such term is defined in the Credit Agreement), the financial institutions li

March 3, 2022 EX-99.1

Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2021 and Provides Long-term Outlook Finished fiscal 2021 with strong momentum, including fourth quarter same-store sales of +33.8% Provides positive directional outlook for

Exhibit 99.1 Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2021 and Provides Long-term Outlook Finished fiscal 2021 with strong momentum, including fourth quarter same-store sales of +33.8% Provides positive directional outlook for fiscal 2022, including double digit SSS growth Announces 2024 growth targets and long-term unit potential of 2,000 units Chicago, IL. Mar

February 14, 2022 SC 13G/A

PBPB / Potbelly Corp / Soviero Thomas Todd - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73754Y100 (CUSIP Number) December 31, 2021 (Date of Event w

February 14, 2022 SC 13G/A

PBPB / Potbelly Corp / Archon Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2022 SC 13G/A

PBPB / Potbelly Corp / Agman Investments LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* POTBELLY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 73754Y100 (CUSIP Number) 12/31/21 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 11, 2022 SC 13G/A

PBPB / Potbelly Corp / Nierenberg Investment Management Company, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) December 31, 2021 (Date of Eve

February 2, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2022 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

December 8, 2021 CORRESP

December 8, 2021

December 8, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

November 4, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2021 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

November 4, 2021 424B5

$40,000,000 POTBELLY CORPORATION COMMON STOCK

424B5 1 d249342d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-255845 PROSPECTUS SUPPLEMENT (to Prospectus dated May 6, 2021) $40,000,000 POTBELLY CORPORATION COMMON STOCK We have entered into an equity sales agreement, or the “sales agreement,” with William Blair & Company, L.L.C., or the “Agent,” relating to our common stock offered by this pros

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 26, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Potbelly Corpora

November 4, 2021 EX-1.1

Equity Sales Agreement, dated as of November 3, 2021, by and between Potbelly Corporation and William Blair & Company, L.L.C.

Exhibit 1.1 POTBELLY CORPORATION Common Stock (par value $0.01 per share) Equity Sales Agreement November 3, 2021 William Blair & Company, L.L.C. 150 N. Riverside Plaza Chicago, Illinois 60606 Ladies and Gentlemen: Potbelly Corporation, a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with William Blair & Company, L.L.C. (the ?Agent?) as follows: 1. Issuance and Sa

November 3, 2021 EX-99.1

Potbelly Corporation Reports Results for Third Fiscal Quarter 2021 Achieved same-store-sales of +33.7% and higher AUVs, reaching annualized level of $1.05 million during the third quarter Achieved third consecutive quarter of shop-level profitability

Exhibit 99.1 Potbelly Corporation Reports Results for Third Fiscal Quarter 2021 Achieved same-store-sales of +33.7% and higher AUVs, reaching annualized level of $1.05 million during the third quarter Achieved third consecutive quarter of shop-level profitability Finalizing 3-year value driving growth objectives including 1) accelerating AUVs, 2) significantly expanding margins, and 3) escalating

November 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2021 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

August 5, 2021 EX-99.1

Potbelly Corporation Reports Results for Second Fiscal Quarter 2021 Sales momentum accelerated throughout the second quarter, driven by ongoing recovery in the operating environment and impact from strategic initiatives Second consecutive quarter of

Exhibit 99.1 Potbelly Corporation Reports Results for Second Fiscal Quarter 2021 Sales momentum accelerated throughout the second quarter, driven by ongoing recovery in the operating environment and impact from strategic initiatives Second consecutive quarter of shop-level profitability Improved volume across all channels, led by Dine-In which had a 5% increase in sales sequentially Chicago, IL. A

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 27, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Potbelly Corporation

May 21, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2021 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 11, 2021 CORRESP

Potbelly Corporation 111 N. Canal Street, Suite 325 Chicago, Illinois 60606

Potbelly Corporation 111 N. Canal Street, Suite 325 Chicago, Illinois 60606 May 11, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Potbelly Corporation Registration Statement on Form S-3 File Number 333-255845 Ladies and Gentlemen: Potbelly Corporation hereby requests that the effectiveness of the above-referenced registration statement on Form S-3

May 7, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) April 27, 2021 (Date of Event w

May 6, 2021 EX-4.3

Form of Indenture between Potbelly Corporation and one or more trustees to be named therein.

Exhibit 4.3 POTBELLY CORPORATION FORM OF INDENTURE Dated as of , 20 [Name of Trustee] Trustee TABLE OF CONTENTS page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 5 Section 1.1. Definitions 5 Section 1.2. Other Definitions 8 Section 1.3. Incorporation by Reference of Trust Indenture Act 8 Section 1.4. Rules of Construction 8 ARTICLE II. THE SECURITIES 9 Section 2.1. Issuable in Series 9 Se

May 6, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 28, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Potbelly Corporation

May 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2021 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File N

May 6, 2021 S-3

Form S-3

Table of Contents As filed with the Securities and Exchange Commission on May 6, 2021 Registration No.

May 6, 2021 EX-99.1

Potbelly Corporation Reports Results for First Fiscal Quarter 2021 Sales momentum accelerated throughout the first quarter due to benefits of the Company’s strategic initiatives, operational improvements, and ongoing recovery in the macro-economic en

Exhibit 99.1 Potbelly Corporation Reports Results for First Fiscal Quarter 2021 Sales momentum accelerated throughout the first quarter due to benefits of the Company?s strategic initiatives, operational improvements, and ongoing recovery in the macro-economic environment Shop-level profitability achieved ahead of expectations Company continues to position itself for a strong second half and reite

March 26, 2021 EX-10.1

Cooperation Agreement, by and among Potbelly Corporation, Intrinsic Investment Holdings, LLC, the Vann A. Avedisian Trust U/A 8/29/85 and Vann A. Avedisian dated March 26, 2021.

Exhibit 10.1 Execution Version COOPERATION AGREEMENT This COOPERATION AGREEMENT (this ?Agreement?) is made and entered into as of March 26 2021, by and among Potbelly Corporation, a Delaware corporation (the ?Company?), on the one hand, and Intrinsic Investment Holdings, LLC, an Illinois limited liability company (?Intrinsic?), the Vann A. Avedisian Trust U/A 8/29/85, a trust formed in the state o

March 26, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2021 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or other Jurisdiction of Incorporation) (Commission Fil

March 26, 2021 DEF 14A

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of Commission Only (as permitted

March 26, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

March 24, 2021 CORRESP

March 24, 2021

March 24, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 23, 2021 CORRESP

March 23, 2021

March 23, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 22, 2021 SC 13G

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Potbelly Corp

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Potbelly Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 73754Y100 (CUSIP Number) March 12, 2021 (Date of Event which Requires

March 16, 2021 DEL AM

- DEL AM

DEL AM March 16, 2021 By EDGAR Securities and Exchange Commission 100 F Street, N.

March 15, 2021 S-3

- S-3

S-3 1 d140773ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on March 15, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 POTBELLY CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-4466837 (State or other jurisdiction of

March 12, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 POTBELLY CORPORATION (Exact name of registrant as specified

March 12, 2021 EX-10.24

Agreement and General Release, dated December 18, 2020, between Potbelly Corporation and Matthew Revord †

Exhibit 10.24 AGREEMENT AND GENERAL RELEASE THIS AGREEMENT AND GENERAL RELEASE (the ?Agreement?) is made and entered into as of this 18th day of December, 2020, by and between Potbelly Corporation (?Company?), and Matthew Revord (?Executive?). WHEREAS, Company and Executive entered into an Employment Agreement dated July 25, 2013, as amended by an amendment dated April 22, 2015 (the ?Employment Ag

March 12, 2021 EX-10.20

Executive Employment Agreement, dated September 30, 2019, between Potbelly Corporation and Jeff Douglas †

Exhibit 10.20 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on September 3, 2019 and effective as of September 30, 2019 (the "Effective Date") by and between Potbelly Corporation, a Delaware corporation (hereinafter referred to as "Company"), and Jeffrey Douglas, an individual (hereinafter referred to as "Executive"). Statement of Pu

March 12, 2021 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARY NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION Potbelly Illinois, Inc. Illinois Potbelly Sandwich Works, LLC Illinois Potbelly Franchising, LLC Illinois PSW 555 Twelfth Street, LLC Illinois PSW DC Acquisition LLC Illinois Potbelly Sandwich Works DC-1, LLC Illinois Potbelly Airport II Boston, LLC Illinois PSW PBD Acquisition LLC Illinois PSW Rockville Cent

March 12, 2021 EX-10.21

Executive Employment Agreement, dated November 11, 2020, between Potbelly Corporation and Adiya Dixon †

Exhibit 10.21 November 11, 2020 Ms. Adiya Dixon Wiggins Dear Adiya: On behalf of Potbelly Sandwich Works LLC, I am excited to extend an offer of employment to you for the position of Senior Vice President and Senior Legal Counsel. Our Senior Leadership Team is thrilled to have you join our growing team and look forward to your contributions to Potbelly. The terms of this offer are set forth below.

March 12, 2021 EX-10.35

Form of Director Restricted Stock Unit Award Agreement for non-employee directors pursuant to 2019 Long-Term Incentive Plan, As Amended and Restated

Exhibit 10.35 DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Potbelly corporation 2019 Long-Term Incentive Plan Restricted Stock Unit Award Agreement * * * * * Participant: Restricted Stock Unit Grant Date (?Grant Date?): Number of Restricted Stock Units: THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, by and between Potbelly Corporation,

March 12, 2021 EX-10.23

Agreement and General Release, dated December 4, 2020, between Potbelly Corporation and Brandon Rhoten †

Exhibit 10.23 AGREEMENT AND GENERAL RELEASE THIS AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into as of this 4 day of December, 2020, by and between Potbelly Corporation (?Company?), and Brandon Rhoten ("Executive"). WHEREAS, Company and Executive entered into an Employment Agreement dated May 11, 2018 and effective as of June 4, 2018 (the ?Employment Agreement?); and WHERE

March 12, 2021 EX-10.22

Agreement and General Release, dated August 11, 2020, between Potbelly Corporation and Alan Johnson †

Exhibit 10.22 AGREEMENT AND GENERAL RELEASE THIS AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into as of this 11th day of August, 2020, by and between Potbelly Corporation ("Company"), and Alan Johnson, ("Executive"). WHEREAS, Company and Executive entered into an Employment Agreement executed on November 29, 2017 (the "Employment Agreement"); and WHEREAS, on July 20, 2020,

March 12, 2021 EX-10.5E

Amendment No. 5, dated February 26, 2021, to the Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger.

Exhibit 10.5E AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is entered into as of February 26, 2021 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (?Borrower?), the other Loan Parties (as such term is defined in the Credit Agreement), the financial institutions liste

March 11, 2021 EX-99.1

Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2020 Fourth quarter same-store sales resilient and improved 130 basis points sequentially to (19.7%) Continued to advance new strategic focus on “Traffic-Driven Profitabilit

Exhibit 99.1 Potbelly Corporation Reports Results for Fourth Fiscal Quarter and Full Year 2020 Fourth quarter same-store sales resilient and improved 130 basis points sequentially to (19.7%) Continued to advance new strategic focus on “Traffic-Driven Profitability” to return Potbelly to long-term growth Strategic initiatives and economic recovery expected to support sequential quarterly improvemen

March 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2021 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 26, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2021 Potbelly Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

February 19, 2021 EX-10.2

COMMON STOCK PURCHASE WARRANT POTBELLY CORPORATION

Exhibit 10.2 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

February 19, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Potbelly Corporation (Name of Issuer) Common Shares (Title of Class of Securities) (CUSIP Number) Fredri

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Potbelly Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 73754Y100 (CUSIP Number) Fredrick DiSanto C/O Ancora Advisors, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124 (216) 825-4000 (Name, Address and

February 19, 2021 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 Exhibit A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of February 12, 2021, by and among Potbelly Corporation, a Delaware corporation (the ?Company?), and the several signatories hereto. This Agreement is made pursuant to the Securities Purchase Agreement (the ?Purchase Agreement?), dated as of February 9, 2021 betwee

February 19, 2021 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 9, 2021, between Potbelly Corporation, a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* POTBELLY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) (Date

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* POTBELLY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 73754Y100 (CUSIP Number) 12/31/20 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Potbelly Corp (Name of Issuer) Common Stock (Title of Class of Securities) 73754Y100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 11, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)1 Potbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

February 10, 2021 EX-10.1

Securities Purchase Agreement, dated February 9, 2021.

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Potbelly Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and co

February 10, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) — February 9, 2021 POTBELLY CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or other jurisdiction of incorporation) (Commission

February 10, 2021 EX-10.2

Form of Common Stock Purchase Warrant.

EX-10.2 Exhibit 10.2 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

February 10, 2021 EX-99.1

Potbelly Corporation Announces $16 Million Private Placement and Agreement to Amend Credit Facility Additional capital will strengthen the Company’s balance sheet, boost the Potbelly brand and support its focus on traffic-driven profitability

EX-99.1 Exhibit 99.1 Potbelly Corporation Announces $16 Million Private Placement and Agreement to Amend Credit Facility Additional capital will strengthen the Company’s balance sheet, boost the Potbelly brand and support its focus on traffic-driven profitability CHICAGO, February 10, 2021 – Potbelly Corporation (“Potbelly”) (NASDAQ: PBPB), the iconic neighborhood sandwich shop, today announced th

February 10, 2021 EX-10.3

Form of Registration Rights Agreement.

EX-10.3 Exhibit 10.3 Exhibit A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2021, by and among Potbelly Corporation, a Delaware corporation (the “Company”), and the several signatories hereto. This Agreement is made pursuant to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of February 9, 202

December 22, 2020 EX-99.1

Potbelly Corporation Appoints Adiya Dixon as Chief Legal Officer and Secretary

EX-99.1 Exhibit 99.1 Potbelly Corporation Appoints Adiya Dixon as Chief Legal Officer and Secretary CHICAGO, December 22, 2020 – Potbelly Corporation (NASDAQ: PBPB), the iconic neighborhood sandwich shop, today announced the appointment of Adiya Dixon as Chief Legal Officer and Secretary. In this role, Ms. Dixon will serve as in house legal advisor to the Company’s executive team and Board of Dire

December 22, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

December 4, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

November 12, 2020 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2020 (November 9, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2020 (November 9, 2020) Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorpor

November 9, 2020 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2020 (November 4, 2020) Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorpora

November 9, 2020 EX-10.1

Amendment No. 4, dated November 4, 2020, to Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of November 4, 2020 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (“Borrower”), the other Loan Parties (as such term is defined in the Credit Agreement), the fina

November 9, 2020 S-8

- S-8

S-8 As filed with the Securities and Exchange Commission on November 9, 2020 Registration No.

November 9, 2020 SC 13G

PBPB / Potbelly Corp / Archon Capital Management LLC Passive Investment

SC 13G 1 d864264813g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Potbelly Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 73754Y100 (CUSIP Number) October 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

November 5, 2020 EX-10.6

Form of Performance Stock Unit Award Agreement pursuant to 2019 Long-Term Incentive Plan, As Amended and Restated. †

Exhibit 10.6 RESTRICTED STOCK UNIT INDUCMENT AWARD AGREEMENT Potbelly corporation Executive: Adam Noyes As a material inducement for the Executive to commence employment as the Chief Operating Officer of Potbelly Corporation, a Delaware corporation (the “Company”), in accordance with Nasdaq Listing Rule 5635(c)(4), the Executive is hereby granted an award of restricted stock units (“Restricted Sto

November 5, 2020 EX-99.1

Potbelly Corporation Reports Results for Third Fiscal Quarter 2020 Business continued to improve through third quarter as SSS have increased for six consecutive months through the end of October, helping Company reach profitability at the shop level

Exhibit 99.1 Potbelly Corporation Reports Results for Third Fiscal Quarter 2020 Business continued to improve through third quarter as SSS have increased for six consecutive months through the end of October, helping Company reach profitability at the shop level Leadership outlines new strategic focus on “Traffic Driven Profitability” to return Potbelly to long-term growth Announces G&A restructur

November 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 27, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Potbelly Corpora

November 5, 2020 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 POTBELLY CORPORATION (Exact name of regist

November 5, 2020 EX-10.5

Restricted Stock Unit Inducement Award Agreement between the Registrant and Robert D. Wright (filed as Exhibit 10.5 to Form 10-Q (file No. 001-36104) filed on November 5, 2020 and incorporated herein by reference)

Exhibit 10.5 RESTRICTED STOCK UNIT INDUCMENT AWARD AGREEMENT Potbelly corporation Executive: Robert D. Wright As a material inducement for the Executive to commence employment as the Chief Executive Officer of Potbelly Corporation, a Delaware corporation (the “Company”), effective as of July 20, 2020 in accordance with Nasdaq Listing Rule 5635(c)(4), effective as of August 5, 2020 (the “Grant Date

September 25, 2020 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2020 Potbelly Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

September 25, 2020 EX-99.1

UPDATED: Potbelly Corporation Appoints Adam Noyes as Chief Operations Officer

EX-99.1 Exhibit 99.1 UPDATED: Potbelly Corporation Appoints Adam Noyes as Chief Operations Officer CHICAGO, September 25, 2020 – Please replace the release (dated September 1, 2020) with the following updated version to incorporate the description of Mr. Noyes’s inducement grant. Industry veteran brings deep company, franchise operations and supply chain management capabilities to Potbelly Potbell

September 1, 2020 EX-99.1

Potbelly Corporation Appoints Adam Noyes as Chief Operations Officer Industry veteran brings deep company, franchise operations and supply chain management capabilities to Potbelly

EX-99.1 Exhibit 99.1 Potbelly Corporation Appoints Adam Noyes as Chief Operations Officer Industry veteran brings deep company, franchise operations and supply chain management capabilities to Potbelly CHICAGO, September 1, 2020 – Potbelly Corporation (NASDAQ: PBPB), the iconic neighborhood sandwich shop, today announced the appointment of Adam Noyes as the Company’s Chief Operations Officer (“COO

September 1, 2020 EX-10.1

Executive Employment Agreement dated August 28, 2020 between Potbelly Corporation and Adam Noyes

EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 28, 2020 (the “Effective Date”) by and between Potbelly Corporation, a Delaware corporation (hereinafter referred to as “Company”), and Adam Noyes, an individual (hereinafter referred to as “Executive”). WHEREAS, Company desires to employ Executive from a

September 1, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2020 (August 28, 2020) Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorpora

August 21, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2020 (August 19, 2020) Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporati

August 21, 2020 EX-10.1

Amendment No. 3, dated August 19, 2020, to Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger.

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 19, 2020 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (“Borrower”), the other Loan Parties (as such term is defined in the Credit Agreement), the finan

August 17, 2020 SC 13D/A

PBPB / Potbelly Corp / Vann A. AvedisianTrust U/A 8/29/85 - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* Potbelly Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73754Y100 (CUS

August 17, 2020 EX-99.1

Termination of Joint Filing Agreement, dated as of August 17, 2020, by and among Messrs. Keil and Luthra, Vann A. Avedisian Trust U/A 8/29/85, Intrinsic Investment Holdings, LLC, KGT Investments, LLC and The Khimji Foundation.

EXHIBIT 99.1 TERMINATION OF JOINT FILING AGREEMENT August 17, 2020 Each of the undersigned is a party to that certain Joint Filing Agreement, dated May 11, 2020 (the “Joint Filing Agreement”). Each of the undersigned hereby agrees that the Joint Filing Agreement is terminated effective immediately. [Signature page follows] IN WITNESS WHEREOF, the parties hereto have caused this Termination of Join

August 14, 2020 EX-10.1

Promissory Note, effective as of August 7, 2020, between Potbelly Sandwich Works, LLC and Harvest Small Business Finance, LLC

EX-10.1 Exhibit 10.1 NOTE SBA Loan # 5348298207 SBA Loan Name Potbelly Sandwich Works, LLC Date 08/07/2020 Loan Amount $10,000,000.00 Interest Rate 1% fixed Borrower Potbelly Sandwich Works, LLC Lender Harvest Small Business Finance, LLC 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of Ten Million Dollars Dollars, plus interest on the unpaid

August 14, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2020 (August 10, 2020) Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporati

August 11, 2020 S-8

- S-8

S-8 As filed with the Securities and Exchange Commission on August 11, 2020 Registration No.

August 5, 2020 EX-10.3

Note, dated April 6, 2020, between Potbelly Sandwich Works, LLC. and JPMorgan Chase Bank, N.A.

Exhibit 10.3 NOTE Date 4/6/2020 Note Amount $ 10,000,000 Borrower Potbelly Sandwich Works, LLC Lender JPMorgan Chase Bank, N.A. 1.PROMISE TO PAY. Borrower promises to pay to the order of Lender the N o t e A mount, plus interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note. 2.DEFINITIONS. “CARES Act” means the Coronavirus Aid, Relief, and Economic S

August 5, 2020 EX-10.2

AMENDMENT NO. 2 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2 Execution Version AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 17, 2020 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (“Borrower”), the other Loan Parties (as such term is defined in the Credit Agreement), the financial insti

August 5, 2020 EX-99.1

Potbelly Corporation Reports Results for Second Fiscal Quarter 2020 Company has remained cash flow-positive at the store-level since the end of May, driven by significant SSS improvements since early April Productive conversations with landlords cont

Exhibit 99.1 Potbelly Corporation Reports Results for Second Fiscal Quarter 2020 Company has remained cash flow-positive at the store-level since the end of May, driven by significant SSS improvements since early April Productive conversations with landlords continue; Company reduces potential permanent store closure targets by over 50% Chicago, IL. August 5, 2020 – Potbelly Corporation (NASDAQ: P

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 28, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Potbelly Corporation

July 20, 2020 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

July 20, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) — July 20, 2020 POTBELLY CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or other jurisdiction of incorporation) (Commission Fil

July 20, 2020 EX-10.1

Executive Employment Agreement, dated July 20, 2020, between Potbelly Corporation and Robert D. Wright

EX-10.1 2 ea124339ex10-1potbelly.htm EXECUTIVE EMPLOYMENT AGREEMENT, DATED JULY 20, 2020, BETWEEN POTBELLY CORPORATION AND ROBERT D. WRIGHT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2020 (the “Effective Date”) by and between Potbelly Corporation, a Delaware corporation (hereinafter referred to as “Comp

July 20, 2020 EX-99.1

Potbelly Corporation Names Robert D. Wright as President and Chief Executive Officer New leader brings over 30 years of transformational and growth-focused restaurant experience

Exhibit 99.1 Potbelly Corporation Names Robert D. Wright as President and Chief Executive Officer New leader brings over 30 years of transformational and growth-focused restaurant experience Chicago, IL, July 20, 2020 – Potbelly Corporation (NASDAQ: PBPB), the iconic neighborhood sandwich shop, today announced the appointment of Robert D. Wright as President and Chief Executive Officer (CEO) and a

June 30, 2020 EX-10.1

Potbelly Corporation 2019 Long-Term Incentive Plan, as Amended and Restated

EX-10.1 2 d939534dex101.htm EX-10.1 Exhibit 10.1 POTBELLY CORPORATION 2019 LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective June 24, 2020) 1. GENERAL 1.1 Purposes. Potbelly Corporation (the “Company”) has established the Potbelly Corporation 2019 Long-Term Incentive Plan (the “Plan”) to: (a) align the interests of the Company’s stockholders and the recipients of Awards under this Plan b

June 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

June 29, 2020 SC 13D/A

PBPB / Potbelly Corp / HARRIS & HARRIS GROUP INC /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

June 12, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

June 12, 2020 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 4, 2020 EX-99.1

Potbelly Provides Mid-Quarter Business Update Cash burn reduced by 75% and Company cash-neutral at store-level as of May 31, 2020 Substantial sales improvement in areas beginning to allow some level of dine-in experience Company to participate in the

EX-99.1 2 d930768dex991.htm EX-99.1 Exhibit 99.1 Potbelly Provides Mid-Quarter Business Update Cash burn reduced by 75% and Company cash-neutral at store-level as of May 31, 2020 Substantial sales improvement in areas beginning to allow some level of dine-in experience Company to participate in the 40th Annual Piper Sandler Consumer Marketplace Conference today Chicago, IL. June 4, 2020 – Potbelly

June 4, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d930768d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorpo

May 20, 2020 DEFA14A

- 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission F

May 20, 2020 DEF 14A

Form of Restricted Stock Unit Award Agreement pursuant to 2019 Long-Term Incentive Plan, As Amended and Restated (filed as Annex A to the Definitive Proxy Statement (File No. 001-36104) filed May 20, 2020 and incorporated herein by reference)

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

May 20, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 18, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 29, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36104 Potbelly Corporation

May 18, 2020 EX-10.1

Amendment No. 1, dated May 15, 2020, to Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of May 15, 2020 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (“Borrower”), the other Loan Parties (as such term is defined in the Credit Agreement), the financial instit

May 12, 2020 EX-99.1

Potbelly Corporation Reports Results for First Fiscal Quarter 2020 Company remains focused on the health and safety of employees, customers, franchisees, and communities Prior investments in Off-Premise & Digital, coupled with decisive cost and opera

Exhibit 99.1 Potbelly Corporation Reports Results for First Fiscal Quarter 2020 Company remains focused on the health and safety of employees, customers, franchisees, and communities Prior investments in Off-Premise & Digital, coupled with decisive cost and operating efficiency actions, are driving improving trends in the second quarter Chicago, IL. May 12, 2020 – Potbelly Corporation (NASDAQ: PBP

May 12, 2020 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission File

May 11, 2020 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d931972dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Potbelly Corporation, and further

May 11, 2020 DEFA14A

- 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Commission File Number: 001-36104 Delaware 36-4466837 (State or other jurisdiction of inco

May 11, 2020 EX-99.1

Press Release dated May 11, 2020.

Exhibit 99.1 Potbelly Corporation Appoints David J. Near and Todd W. Smith to Board of Directors Announces Agreement with Shareholders led by Vann A. Avedisian CHICAGO, May 11, 2020 – Potbelly Corporation (NASDAQ: PBPB) today announced that it has reached an agreement (the “Agreement”) with shareholders led by Vann A. Avedisian (the “Shareholder Investors”) to appoint David J. Near and Todd W. Smi

May 11, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Commission File Number: 001-36104 Delaware 36-4466837 (State or other jurisdiction of inco

May 11, 2020 SC 13D/A

PBPB / Potbelly Corp / Vann A. AvedisianTrust U/A 8/29/85 - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* Potbelly Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73754

May 11, 2020 EX-99.1

Potbelly Corporation Appoints David J. Near and Todd W. Smith to Board of Directors Announces Agreement with Shareholders led by Vann A. Avedisian

EX-99.1 Exhibit 99.1 Potbelly Corporation Appoints David J. Near and Todd W. Smith to Board of Directors Announces Agreement with Shareholders led by Vann A. Avedisian CHICAGO, May 11, 2020 – Potbelly Corporation (NASDAQ: PBPB) today announced that it has reached an agreement (the “Agreement”) with shareholders led by Vann A. Avedisian (the “Shareholder Investors”) to appoint David J. Near and Tod

May 11, 2020 EX-99.2

SETTLEMENT AGREEMENT

EX-99.2 3 d931972dex992.htm EX-99.2 Exhibit 99.2 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2020, by and among Potbelly Corporation, a Delaware corporation (the “Company”), on the one hand, and Intrinsic Investment Holdings, LLC, an Illinois limited liability company (“Intrinsic”), the Vann A. Avedisian Trust U/A 8/29/85, a trust formed

May 11, 2020 EX-10.1

Settlement Agreement, by and among Intrinsic Investment Holdings, LLC, the Vann A. Avedisian Trust U/A 8/29/85, Vann A. Avedisian, KGT Investments, LLC, The Khimji Foundation, Mahmood Khimji, Bryant L. Keil, Neil Luthra, David J. Near and Todd W. Smith, dated May 10, 2020.

EX-10.1 Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2020, by and among Potbelly Corporation, a Delaware corporation (the “Company”), on the one hand, and Intrinsic Investment Holdings, LLC, an Illinois limited liability company (“Intrinsic”), the Vann A. Avedisian Trust U/A 8/29/85, a trust formed in the state of Illinois (t

May 11, 2020 EX-10.1

Settlement Agreement, by and among Intrinsic Investment Holdings, LLC, the Vann A. Avedisian Trust U/A 8/29/85, Vann A. Avedisian, KGT Investments, LLC, The Khimji Foundation, Mahmood Khimji, Bryant L. Keil, Neil Luthra, David J. Near and Todd W. Smith, dated May 10, 2020.

EX-10.1 Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2020, by and among Potbelly Corporation, a Delaware corporation (the “Company”), on the one hand, and Intrinsic Investment Holdings, LLC, an Illinois limited liability company (“Intrinsic”), the Vann A. Avedisian Trust U/A 8/29/85, a trust formed in the state of Illinois (t

May 8, 2020 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fi

April 27, 2020 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission

April 13, 2020 EX-99.1

Potbelly Corporation Appoints Steven W. Cirulis as Chief Financial Officer and Chief Strategy Officer New CFO brings over 20 years of financial and strategy development experience across the fast-casual, quick-service, and retail industries

EX-99.1 3 d914203dex991.htm EX-99.1 Exhibit 99.1 Potbelly Corporation Appoints Steven W. Cirulis as Chief Financial Officer and Chief Strategy Officer New CFO brings over 20 years of financial and strategy development experience across the fast-casual, quick-service, and retail industries CHICAGO, April 13, 2020 – Potbelly Corporation (NASDAQ: PBPB), the iconic neighborhood sandwich shop, today an

April 13, 2020 EX-10.1

Executive Employment Agreement dated April 6, 2020, between Potbelly Corporation and Steve Cirulis

EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on April 6, 2020 and effective as of April 6, 2020 (the “Effective Date”) by and between Potbelly Corporation, a Delaware corporation (hereinafter referred to as “Company”), and Steve Cirulis, an individual (hereinafter referred to as “Executive”). Statement of Purpos

April 13, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2020 Potbelly Corporation (Exact name of registrant as specified in its charter) Delaware 001-36104 36-4466837 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 3, 2020 SC 13G

PBPB / Potbelly Corp / Agman Investments LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* POTBELLY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 73754Y100 (CUSIP Number) 03/25/2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

March 30, 2020 SC 13D/A

PBPB / Potbelly Corp / Vann A. AvedisianTrust U/A 8/29/85 - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Potbelly Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73754

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