---
title: "Potbelly Corporation to be Acquired by RaceTrac in Approximately $566 Million Transaction"
url: https://burnaze.com/article/ca8990ad-6af3-490d-8525-be8c3b42d916
source: "Franchising.com"
original_url: https://www.franchising.com/news/20250912_potbelly_corporation_to_be_acquired_by_racetrac_in_approximately_566_millio.html
category: "Sandwich & sub"
industry: "Restaurants"
segment: "Sandwich & sub"
topics: ["Finance & M&A"]
published: 2025-09-12T12:00:00.000Z
modified: 2026-10-31T17:12:27.249Z
image: https://images.unsplash.com/photo-1560520653-9e0e4c89eb11?w=1600&q=80&auto=format&fit=crop
---

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

**TL;DR:** RaceTrac is acquiring Potbelly Corporation in a $566 million transaction expected to close in the fourth quarter of 2025. The acquisition aligns with the companies' focus on quality and provides value to shareholders while maintaining Potbelly's neighborhood sandwich shop experience.

*originally published in Franchising.com on 2025-09-12. [Read the original](https://www.franchising.com/news/20250912_potbelly_corporation_to_be_acquired_by_racetrac_in_approximately_566_millio.html).*

## Story

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.

## Entities

- Franchising.com (publication)
- franchising (topic)
- Finance (sector)
- acquisition (topic)
- Atlanta (location)
- Chicago (location)
- Potbelly (company)
- Bob Wright (person)
- convenience stores (topic)
- RaceTrac (company)
- RaceTrac acquisition of Potbelly (deal)
- Natalie Morhous (person)

---
Originally reported by Franchising.com (https://www.franchising.com/news/20250912_potbelly_corporation_to_be_acquired_by_racetrac_in_approximately_566_millio.html). Summarized by Burnaze (https://burnaze.com/article/ca8990ad-6af3-490d-8525-be8c3b42d916).