CHICAGO & ATLANTA— RaceTrac will acquire Potbelly Corporation in a deal valued at approximately $566 million, the companies announced Wednesday. Under the definitive merger agreement, RaceTrac will commence a tender offer to purchase all outstanding shares of Potbelly for $17.12 per share in cash, a 47% premium to Potbelly’s 90-day volume-weighted average price as of September 9.
The acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions and regulatory approvals. Potbelly’s board of directors has unanimously recommended shareholders tender their shares, and its directors and executives have already pledged about 11% of outstanding stock in support of the deal.
Strategic Fit and Growth Path
Founded more than 40 years ago in Chicago, Potbelly operates more than 445 company- and franchise-owned sandwich shops across the U.S., with a long-term goal of expanding to 2,000 units. The brand has built a loyal following with its toasty sandwiches, signature salads, and hand-dipped shakes.
“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.”
RaceTrac Expands Portfolio Beyond Fuel and C-Stores
Atlanta-based RaceTrac, one of the largest privately held companies in the U.S., operates more than 800 convenience stores across 14 states under its RaceTrac and RaceWay banners. The family-owned retailer also manages approximately 1,200 Gulf-branded fuel locations across 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. We are proud of Potbelly’s legacy as a beloved neighborhood sandwich shop and are excited to expand our family of convenience-driven brands,” added 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 acquisition marks RaceTrac’s latest step toward diversification. In 2023, it completed the purchase of Gulf Oil, extending its reach in the energy sector. With Potbelly, RaceTrac gains a national restaurant chain with operations in 30 states, strengthening its push into foodservice.
Transaction Details
The deal will be executed through Hero Sub Inc., a wholly owned subsidiary of RaceTrac, which will launch the tender offer. Upon successful completion, RaceTrac will acquire the remaining shares through a second-step merger at the same cash price. Until closing, both companies will continue to operate independently.
Advisors on the deal include BofA Securities for RaceTrac and Piper Sandler for Potbelly, with Kilpatrick Townsend & Stockton LLP and Kirkland & Ellis LLP serving as respective legal advisors.
