Potbelly acquired by c-store company RaceTrac

Core Viewpoint - Potbelly Sandwich Works has been acquired by RaceTrac in an all-cash transaction valued at approximately $566 million, with a tender offer of $17.12 per share expected to close in the fourth quarter [2][4]. Company Overview - Potbelly, founded over 40 years ago in Chicago, operates more than 445 company and franchise-owned shops across the U.S., with a long-term goal of reaching 2,000 shops [3]. - The company went public in 2013 and has shown strong performance, with same-store sales increasing by 3.2% in Q2 [3]. Merger Details - The merger agreement includes a tender offer for all outstanding shares of Potbelly at a premium of approximately 47% over its 90-trading-day volume-weighted average price as of September 9, 2025 [5]. - Potbelly's board of directors unanimously recommends that stockholders tender their shares, with directors and executive officers agreeing to tender shares representing about 11% of Potbelly's outstanding common stock [5]. Strategic Alignment - RaceTrac's strategic vision aligns with Potbelly's mission, focusing on quality and customer satisfaction, which is expected to enhance Potbelly's growth trajectory [4]. - Both companies possess complementary strengths in real estate, franchising, operations, food innovation, and marketing, which will facilitate accelerated growth for both brands [4][5].