Potbelly acquired by c-store company RaceTrac

You can find original article here Nrn. Subscribe to our free daily Nrn newsletter.

Potbelly Sandwich Works has been acquired by RaceTrac, an Atlanta-based company that operates more than 800 convenience stores across 14 states under the RaceTrac® and RaceWay® brands.

As part of the definitive merger agreement, 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 transaction is expected to close in the fourth quarter.

Potbelly, founded more than 40 years ago in Chicago has grown to more than 445 company and franchise-owned shops across the United States, with a long-term goal of reaching 2,000 shops. The company, which went public in 2013, has outperformed many of its peers in recent quarters, including Q2 in which same-store sales jumped 3.2%.

“RaceTrac’s strategic vision including their commitment to quality align perfectly with our mission to delight customers with great food and good vibes,” Potbelly president and chief executive officer Bob Wright said in a statement. “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.”

The companies note they have complementary strengths as multi-unit, multi-market, consumer-facing businesses, including core capabilities in real estate, franchising, operations, food innovation, and marketing, which will allow both brands to accelerate their growth.

“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,” RaceTrac CEO Natalie Morhous said in a statement. “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.”

Under the terms of the merger agreement, Hero Sub Inc., a wholly-owned subsidiary of RaceTrac will commence a tender offer to acquire all outstanding shares of Potbelly for $17.12 per share in cash. This represents a premium of approximately 47% to Potbelly’s 90-trading-day volume-weighted average price as of September 9, 2025. Potbelly’s board of directors unanimously recommends that Potbelly’s stockholders tender their shares in the offer. Additionally, all of Potbelly’s directors and executive officers have entered into support agreements and agreed to tender their shares, representing approximately 11% of Potbelly’s outstanding common stock.

Story Continues

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

This news is the latest example of mergers and acquisitions activity picking up. Last week, for instance, Freddy’s Frozen Custard & Steakburgers was acquired by investment funds affiliated with private equity firm Rhône from Thompson Street Capital Partners. Sadot Group — a food supply chain company — is divesting from its restaurant businesses, including Pokemoto and Muscle Maker Grill. According to the letter of intent, Sadot Group will be selling both brands for $4.25 million, though the company did not reveal the identity of the buyer. Meanwhile, BT Brands merged with Aero Velocity, Philz Coffee was sold to Freeman Spogli last month, and Shipley Do Nuts sold to Levin Leichtman in July.

Contact Alicia Kelso at [email protected]

 

View Comments