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].

Core Insights - Potbelly Corporation reported a strong second quarter with system-wide sales growth of 6.7%, including a 3.2% increase in company-operated same-store sales and positive traffic growth [1][4] - The company opened eight new shops and secured 54 additional franchise commitments during the second quarter [6][8] - Potbelly raised its full-year guidance and introduced guidance for Q3 2025, projecting same-store sales growth of 3.25% to 4.25% [5] Financial Performance - Total revenues for the second quarter increased by 3.4% to $123.7 million compared to $119.7 million in the prior year [7] - Adjusted EBITDA rose by 13.0% to $9.6 million, up from $8.5 million [7][32] - GAAP net income was reported at $2.5 million, a decrease from $34.7 million in the previous year, primarily due to a prior year tax benefit [7][30] Operational Highlights - Average Weekly Sales (AWS) increased by 3.6% to $27,040 compared to $26,110 [7] - The total number of open and committed shops reached 816 as of June 29, 2025 [8] - The company repurchased approximately 113,000 shares of common stock for about $1.0 million during the second quarter [9] Future Outlook - For Q3 2025, Potbelly expects adjusted EBITDA between $9.0 million and $10.0 million, with full-year adjusted EBITDA guidance set at $34 million to $35 million [5] - The company aims to open at least 38 new shops in 2025 [5]

Core Viewpoint - Potbelly Corporation is set to release its second quarter 2025 financial results on August 6, 2025, after market close, followed by a conference call for investors to discuss the results [2][3]. Financial Results Announcement - Potbelly will report its financial results for the fiscal second quarter 2025 on Wednesday, August 6, 2025, after market close [2]. - A conference call is scheduled for the same day at 5:00 p.m. Eastern Time, hosted by President and CEO Bob Wright and CFO Steve Cirulis [2][3]. Conference Call Details - Date: Wednesday, August 6, 2025 [3] - Time: 5:00 p.m. Eastern Time [3] - Dial-In Numbers: 844-676-5533 (U.S. & Canada), 412-634-6942 (International) [3] - The call will be webcast live on the company's corporate website, with an audio replay available until August 13, 2025 [3]. Company Overview - Potbelly Corporation has been serving customers with warm, toasty sandwiches and other fresh menu items for over 40 years, emphasizing Fresh, Fast & Friendly service [4]. - The company has expanded to over 440 shops across the United States, including more than 90 franchised locations [4].

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]

Core Insights - Potbelly Corporation reported a system-wide sales growth of 4.8% in the first quarter of 2025, with positive same-store sales growth [1][2] - The company opened four new shops and secured 40 additional franchise commitments during the same period [1][6] - Potbelly reiterated its full-year guidance and introduced a second-quarter guidance of 1.5% to 2.5% same-store sales growth [1][4] Financial Performance - Total revenues increased by 2.3% to $113.7 million compared to $111.2 million in the previous year [5][20] - Average Weekly Sales (AWS) rose by 1.2% to $24,550 from $24,250 [5] - Company-operated same-store sales increased by 0.9% [5][29] Profitability Metrics - GAAP net loss attributable to Potbelly Corporation was $62 thousand, a significant improvement from a net loss of $2.8 million in the prior year [5][20] - Adjusted EBITDA decreased by 2.8% to $5.5 million compared to $5.7 million, impacted by a prior year settlement payment [5][26] - Adjusted net income attributable to Potbelly Corporation was $43 thousand, down from $0.2 million [5][26] Development and Growth Strategy - The company opened four Potbelly shops, including three franchise locations, and signed 40 new franchise commitments, bringing the total to 766 shops as of March 30, 2025 [6][11] - Potbelly aims to open at least 38 new units in 2025 [4][6] Shareholder Returns - During the first quarter, Potbelly repurchased approximately 117 thousand shares for about $1.1 million, with $17.5 million remaining under its share repurchase program [7][8]