Franchising

RaceTrac acquires Potbelly Corp for $566M

Photo: Potbelly

September 10, 2025

Convenience store giant RaceTrac announced Tuesday it has agreed to acquire sandwich chain Potbelly Corp. for $566 million, according to a company press release.

The all-cash deal values Potbelly at $17.12 per share, a 47% premium to its 90-day volume-weighted average price as of Monday.

Atlanta-based RaceTrac will launch a tender offer to acquire all outstanding shares of Potbelly. The transaction is expected to close in the fourth quarter of 2025, pending regulatory approvals.

Bob Wright, president and CEO of Potbelly, said the acquisition will "fortify our path while delivering certain and immediate value to our shareholders."

Founded in Chicago over 40 years ago, Potbelly operates more than 445 company and franchise-owned shops nationwide, with a long-term goal of reaching 2,000 locations.

"We are proud of Potbelly's legacy as a beloved neighborhood sandwich shop and are excited to expand our family of convenience-driven brands," Natalie Morhous, CEO and chairman of the board at RaceTrac, sid in the release.

RaceTrac operates over 800 convenience stores in 14 states under the RaceTrac and RaceWay brands, and fuels consumers through approximately 1,200 Gulf-branded locations. The company, which has been in business since 1934, employs more than 10,000 people.

Potbelly's board of directors unanimously recommended that shareholders tender their shares. All of the company's directors and executive officers have agreed to tender their shares, representing about 11% of the outstanding common stock.

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