Core Viewpoint - Potbelly Corporation is set to be acquired by RaceTrac, Inc. for $17.12 per share, totaling an equity value of approximately $566 million, with the acquisition expected to close in Q4 2025, pending regulatory approvals [1][2]. Company Overview - Potbelly, established over 40 years ago in Chicago, is known for its warm sandwiches, salads, and shakes, currently operating more than 445 shops across the U.S. with a goal of expanding to 2,000 locations [3][10]. - RaceTrac, a leading convenience retailer with over 800 stores in 14 states, aims to enhance its portfolio with Potbelly, leveraging its resources to unlock new opportunities for the brand [4][11]. Strategic Fit - The merger aligns with RaceTrac's commitment to quality and Potbelly's mission to provide great food and customer experiences, positioning both companies for accelerated growth through complementary strengths in franchising, operations, and marketing [4][5]. - The acquisition is expected to create synergies that will amplify growth for both companies, enhancing their ability to serve customers [5]. Transaction Details - The merger agreement stipulates that RaceTrac's subsidiary will commence a tender offer for all outstanding shares of Potbelly at a premium of approximately 47% over Potbelly's 90-day volume-weighted average price as of September 9, 2025 [6]. - Potbelly's board unanimously recommends that shareholders tender their shares, with directors and executive officers agreeing to tender approximately 11% of the outstanding common stock [6][7]. Operational Continuity - Until the transaction is finalized, both Potbelly and RaceTrac will continue to operate independently, ensuring business continuity during the merger process [8].

Company Overview - Potbelly Corporation is a neighborhood sandwich concept that has been serving customers for over 40 years, offering warm sandwiches, signature salads, hand-dipped shakes, and other fresh menu items [2] - The company operates more than 440 shops across the United States, including over 90 franchised locations [2] Upcoming Investor Conferences - The company will participate in the Craig-Hallum 22nd Annual Institutional Investor Conference in Minneapolis, MN on May 28, 2025, holding one-on-one meetings with investors [3] - On June 4, 2025, Potbelly will present at the William Blair 45th Annual Growth Stock Conference in Chicago, IL, with the presentation scheduled to begin at 4:40 PM Central Time, which will be webcast live [3]