Fast-casual restaurant chain Potbelly and RaceTrac, one of the largest privately held companies in the United States and a convenience retailer, entered into a definitive merger agreement pursuant to which Hero Sub, a wholly-owned subsidiary of RaceTrac, will commence a tender offer to 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.

Potbelly, founded more than 40 years ago in Chicago, has earned a loyal following. 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," said 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."

Headquartered in Atlanta, RaceTrac operates more than 800 convenience stores across 14 states under the RaceTrac and RaceWay brands. The family-owned company has been serving its customers since 1934 and employs more than 10,000 team members.

"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," said 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."

A combined RaceTrac and Potbelly are positioned to amplify their growth with complementary strengths: Multiunit, multimarket consumer-facing businesses including core capabilities in real estate, franchising, operations, food innovation and marketing.

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

BofA Securities acted as exclusive financial advisor for the transaction, 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.

Source: Potbelly