Potbelly, a well-known sandwich shop chain founded in Chicago over four decades ago, is set to be acquired by RaceTrac, a major convenience store operator headquartered in Atlanta. The deal is valued at approximately $566 million, and it will see RaceTrac purchase all outstanding shares of Potbelly at $17.12 per share in an all-cash transaction. This represents a significant premium over Potbelly’s recent trading average and reflects strong investor confidence in the brand’s future.
The acquisition is expected to close in the fourth quarter of 2025, pending regulatory approvals and other standard closing conditions. Until then, both companies will continue to operate independently.
Potbelly currently operates more than 445 shops across the United States, including over 100 franchised locations. Known for its warm sandwiches, signature salads, and hand-dipped shakes, Potbelly has built a loyal customer base and a strong foundation for growth. The company has long-term plans to expand to 2,000 locations, and this acquisition is expected to accelerate that vision.
RaceTrac, which runs more than 800 convenience stores in 14 states and manages around 1,200 Gulf-branded fueling locations, sees Potbelly as a strategic addition to its portfolio. The two companies share a focus on customer experience and operational excellence, and their combined strengths in real estate, franchising, food innovation, and marketing are expected to support future expansion.
As part of the agreement, RaceTrac will initiate a tender offer through a wholly owned subsidiary to acquire Potbelly’s shares. Potbelly’s board of directors has unanimously recommended that shareholders accept the offer. Additionally, Potbelly’s executives and board members have agreed to tender their shares, which represent about 11% of the company’s outstanding stock.
This acquisition marks a significant step for both companies. For Potbelly, it provides immediate value to shareholders and access to RaceTrac’s resources and scale. For RaceTrac, it adds a beloved food brand to its growing network of convenience-driven businesses. Together, they aim to serve customers in more meaningful ways and expand their national reach.
Advisors: BofA Securities acted as exclusive financial advisor and Kilpatrick Townsend & Stockton acted as legal advisor to RaceTrac. Piper Sandler acted as financial advisor and Kirkland & Ellis acted as legal advisor to Potbelly.
KEY QUOTES:
“RaceTrac’s strategic vision including their commitment to quality align perfectly with our mission to delight customers with great food and good vibes. 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.”
Bob Wright, President and CEO of Potbelly
“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. 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.”
Natalie Morhous, CEO and Chairman of the Board at RaceTrac
