8-K filed October 23, 2025, 7:59 PM ET CIK 0001195734

M&A confidence high sentiment neutral materiality 1.00

RaceTrac completes $17.12/sh acquisition of Potbelly; ~$530M total; delisted from Nasdaq

POTBELLY CORP

Total consideration ~$530M for Potbelly shares and warrants; ~$11M additional for equity awards.
Tender offer expired Oct 22, 2025 with 28.28M shares (~90.7%) validly tendered and accepted.
Potbelly becomes wholly owned subsidiary of RaceTrac; stock halted Oct 23, 2025; delisting initiated.
Adam Noyes appointed President of Potbelly; Bob Wright remains CEO through end of year.
Potbelly operates 445+ shops; RaceTrac plans to grow to 2,000 shops under new ownership.

item 1.01 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Machine-readable event card

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accession: 0001193125-25-248610
form_type: 8-K
ticker: null
cik: 0001195734
company_name: POTBELLY CORP
filed_at: 2025-10-23T23:59:59+00:00
discovered_at: 2026-05-14T18:02:38.948231+00:00
generated_at: 2026-05-17T02:27:06.461716+00:00
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event_type: m_and_a
sentiment: neutral
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: high
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Source-grounded claims

07a3cebbe8b2c03b06a128e6902f9419ccd79f2a

POTBELLY CORP: Certificate of incorporation amended and restated in its entirety (effective 2025-10-23).

the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

35590eb6d982e48da5c299a9d3ad822b4ab543e2

POTBELLY CORP: Bylaws amended and restated in their entirety (effective 2025-10-23).

the bylaws of the Company were amended and restated in their entirety, effective as the Effective Time

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

890fa9b585feb7acbcef0ddbd71bfa55ed687414

POTBELLY CORP: Conversion of shares into merger consideration upon merger consummation.

at the Effective Time, each Share that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

cddfc54d33a577f6fd2bd64ec80577c319de4683

POTBELLY CORP underwent a change of control involving RaceTrac, Inc. (closed 2025-10-23).

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on October 23, 2025, a change in control of the Company occurred.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

FARM

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FARMER BROTHERS CO May 5, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time

Comparable filing

the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

Filing page SEC filing

CHRN

Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.

EKSO BIONICS HOLDINGS, INC. May 5, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

Filing page SEC filing

UHG

Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share

United Homes Group, Inc. May 4, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.02, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time

Comparable filing

Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on October 23, 2025, a change in control of the Company occurred.

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on October 23, 2025, a change in control of the Company occurred.

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on October 23, 2025, a change in control of the Company occurred.

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

SHPH

Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE

Shuttle Pharmaceuticals Holdings, Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on October 23, 2025, a change in control of the Company occurred.

Comparable filing

On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-25-248610

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