Chicago — Potbelly Corporation, an iconic neighborhood sandwich shop concept, and RaceTrac, Inc., one of the largest privately held companies in the United States and a leading convenience retailer, have entered into a definitive merger agreement in which RaceTrac will acquire all of the outstanding shares of Potbelly for $17.12 per share, in an all-cash transaction with an equity value of approximately $566 million.
The acquisition is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals. Until the transaction closes, both companies will continue to operate independently.
Potbelly, founded more than 40 years ago in Chicago, has earned a loyal following for its warm, toasty sandwiches, signature salads, and hand-dipped shakes. The Company has built a strong foundation for growth with more than 445 company and franchise-owned shops currently open in neighborhoods across the United States and a long-term goal of reaching 2,000 shops.
“RaceTrac’s strategic vision including their commitment to quality align perfectly with our mission to delight customers with great food and good vibes,” says Bob Wright, president and CEO of Potbelly. “We have positioned Potbelly for accelerated franchise-led growth in recent years, and this transaction fortifies our path while delivering certain and immediate value to our shareholders. With RaceTrac’s resources, we will unlock new opportunity for this incredible brand while staying true to the neighborhood sandwich shop experience that makes Potbelly special.”
The acquisition represents a significant move by RaceTrac, adding another iconic brand to its portfolio. Headquartered in Atlanta, RaceTrac operates more than 800 convenience stores across 14 states under the RaceTrac® and RaceWay® brands, and through approximately 1,200 Gulf® branded locations across the United States and Puerto Rico. The family-owned company was founded in 1934.
“Our companies, combined, have spent over 130 years delighting guests by providing them with welcoming smiles and a place to enjoy life’s everyday moments. We are proud of Potbelly’s legacy as a beloved neighborhood sandwich shop and are excited to expand our family of convenience-driven brands,” says Natalie Morhous, CEO and chairman of the board at RaceTrac. “I’m pleased to welcome Potbelly’s more than 5,200 team members and franchise partners to the RaceTrac family. Together, we’ll serve guests in even more meaningful ways.”
With complementary strengths as multi-unit, multi-market consumer facing businesses including core capabilities in real estate, franchising, operations, food innovation and marketing, a combined RaceTrac and Potbelly are positioned to amplify their growth.
Under the terms of the merger agreement, Hero Sub Inc., a wholly-owned subsidiary of RaceTrac, will commence a tender offer to acquire all outstanding shares of Potbelly for $17.12 per share in cash. This represents a premium of approximately 47% to Potbelly’s 90-trading-day volume-weighted average price as of Sept. 9, 2025. Potbelly’s board of directors unanimously recommends that Potbelly’s stockholders tender their shares in the tender offer. Additionally, all of Potbelly’s directors and executive officers have entered into support agreements (subject to certain terms and conditions) and agreed to tender their shares, representing approximately 11% of Potbelly’s outstanding common stock, in the tender offer.
Upon the successful completion of the tender offer, RaceTrac will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price per share.
BofA Securities acted as exclusive financial advisor, and Kilpatrick Townsend & Stockton LLP acted as legal advisor to RaceTrac. Piper Sandler acted as financial advisor, and Kirkland & Ellis LLP acted as legal advisor to Potbelly.
Potbelly Corporation is a neighborhood sandwich concept that opened its first shop in Chicago in 1977; today it has more than 445 shops in the United States including more than 105 franchised shops in the United States. For more information, visit www.Potbelly.com.
Headquartered in Atlanta, family-owned RaceTrac, Inc. is one of the largest privately held companies in the United States, serving guests since 1934. The company’s retail brands include more than 800 RaceTrac® and RaceWay® retail locations in 14 states and approximately 1,200 Gulf® branded locations across the United States and Puerto Rico. For more information, visit www.RaceTrac.com.
SOURCE: Potbelly Corporation