Item 2.02 Results of Operations and Financial Condition

On January 9, 2023, Potbelly Corporation (the "Company") issued a press release providing preliminary fourth quarter and full year 2022 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 in the 25th Annual ICR Conference on January 9, 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

Exhibit
No.         Description

99.1          Press release dated January 9, 2023.

99.2          Presentation dated January 9, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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