Potbelly Corporation to be Acquired by RaceTrac in Approximately $566 Million Transaction

The acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions and regulatory approvals.

Strategic fit

Strategic Fit and Future Vision Potbelly, founded more than 40 years ago in Chicago, serves sandwiches, salads, and shakes.

According to Bob Wright, President and CEO of Potbelly, the companies’ focus on quality aligns, and the transaction provides value to shareholders while maintaining Potbelly’s neighborhood sandwich shop experience.

RaceTrac, headquartered in Atlanta, operates convenience stores in multiple states.

Natalie Morhous, CEO and Chairman of the Board at RaceTrac, stated that both companies have long histories and that RaceTrac looks forward to working with Potbelly’s team members and franchise partners.

Both companies have capabilities in real estate, franchising, operations, food innovation, and marketing.

Transaction details

Transaction Details Under the merger agreement, RaceTrac will commence a tender offer to acquire all outstanding shares of Potbelly for cash. Potbelly’s board of directors recommends that stockholders tender their shares. Directors and executive officers have entered into support agreements.

The closing of the tender offer will be subject to customary conditions and regulatory approvals. Upon the successful completion of the tender offer, remaining shares not tendered will be acquired through a second-step merger on the same terms.

Until the transaction closes, both companies will continue to operate independently.