Potbelly Corporation has entered into a definitive merger agreement with RaceTrac Inc., under which RaceTrac will acquire all outstanding shares of Potbelly for $17.12 per share in cash. The transaction values Potbelly at approximately $566 million and is expected to close in the fourth quarter of 2025, pending regulatory approvals and customary closing conditions.

Founded more than 40 years ago in Chicago, Potbelly operates more than 445 company and franchise-owned shops across the U.S. The company has stated a long-term goal of reaching 2,000 locations.

“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.”

RaceTrac, headquartered in Atlanta, operates more than 800 convenience stores across 14 states under the RaceTrac and RaceWay brands. The company also supplies fuel through approximately 1,200 Gulf-branded locations in the U.S. and Puerto Rico.

“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,” 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.”

The merger agreement outlines that Hero Sub Inc., a wholly owned subsidiary of RaceTrac, will initiate a tender offer to acquire all outstanding shares of Potbelly. The offer price represents a premium of approximately 47% over Potbelly’s 90-trading-day volume-weighted average price as of September 9, 2025. Potbelly’s board of directors has unanimously recommended that shareholders tender their shares. Directors and executive officers holding approximately 11% of Potbelly’s outstanding common stock have agreed to participate in the offer, subject to certain conditions.

Following the successful completion of the tender offer, RaceTrac will acquire any remaining shares through a second-step merger at the same price per share. Until the transaction closes, both companies will continue to operate independently.