POTBELLY CORP false 0001195734 0001195734 2023-06-06 2023-06-06





Washington, D.C. 20549







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)

File Number)

(IRS Employer

Identification No.)


111 N. Canal Street, Suite 325

Chicago, Illinois

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 951-0600

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock, $0.01 par value   PBPB  

The NASDAQ Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02

Results of Operations and Financial Condition

On June 6, 2023, Potbelly Corporation (the “Company”) issued a press release providing preliminary second quarter 2023 results. A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


Item 7.01

Regulation FD Disclosure

The Company will participate at the William Blair 43rd Annual Growth Stock Conference on June 6, 2023. A copy of the presentation to be used is attached to this Current Report on Form 8-K as Exhibit 99.2 and will also be available on the “Investors” portion of the Company’s website at www.potbelly.com.

All information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits





99.1    Press release dated June 6, 2023.
99.2    Presentation dated June 6, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Steven Cirulis

Name:   Steven Cirulis
Title:   Senior Vice President, Chief Financial Officer and Chief Strategy Officer

Date: June 6, 2023


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 connection with its participation at the William Blair 43rd Annual Growth Stock Conference today.


     Period 4     Period 5     2Q QTD1  
Same-store sales      +15.1     +13.7     +14.4
Average Unit Volumes (Weekly)2    $ 26,070     $ 26,240     $ 26,160  



2Q QTD same-store sales are through 5/28    


Average Unit Volumes (Weekly) rounded to the nearest $10

Bob Wright, President and Chief Executive Officer of Potbelly Corporation, commented, “We are thrilled with our top line momentum, resulting in a same-store sales growth of 14.4% thus far in the second quarter. Our same-store sales growth exceeded our initial expectations and has been broad-based with double digit growth across all store types as well as both dine-in and digital. Importantly, we continued to see strong customer traffic, driven by our focus on menu innovation, operational efficiencies and impactful marketing initiatives. As we look ahead, we will continue to execute against our Five-Pillar strategy that serves as the foundation for our growth and strategic success.”

Conference Participation

The Company will participate at the William Blair 43rd Annual Growth Stock Conference today, June 6, 2023 in Chicago, IL. Bob Wright, Chief Executive Officer and Steve Cirulis, Chief Financial Officer, are scheduled to present at 8:40 AM CT and host one-on-one meetings with investors.

Interested parties can access the presentation on the Investor Relations section of the Company’s website at www.potbelly.com under the “Events and Presentations” section.

About Potbelly

Potbelly Corporation is a neighborhood sandwich concept that has been feeding customers’ smiles with warm, toasty sandwiches, signature salads, hand-dipped shakes and other fresh menu items, customized just the way customers want them, for more than 40 years. Potbelly promises Fresh, Fast & Friendly service in an environment that reflects the local neighborhood. Since opening its first shop in Chicago in 1977, Potbelly has expanded to neighborhoods across the country - with over 425 shops in the United States including 55 franchised shops in the United States. For more information, please visit our website at www.potbelly.com.

Forward Looking Statements

This press release may contain statements that might be considered forward-looking statements or predictions of future operations including with respect to the Company’s ability to successfully execute against its Five-Pillar strategy. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. These statements and assumptions involve certain risks and uncertainties including that it is unable to successfully execute against its Five-Pillar strategy. Actual events may also differ from these expectations as a result of the risks identified from time to time in our filings with the Securities and Exchange Commission. We assume no duty to update these statements as of any future date.


Investor Relations

Jeff Priester




Exhibit 99.2

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