US convenience store operator RaceTrac has agreed to buy compatriot Potbelly, a sandwich chain, in a $566m deal.
RaceTrac will make a tender offer to purchase all outstanding shares of Potbelly at $17.12 each.
The offer price reflects a premium of 47% based on Potbelly’s 90-day volume-weighted average price as of 9 September 2025.
Potbelly’s board of directors has unanimously recommended shareholders to tender their shares, and company directors and executive officers, whose shares constitute around 11% of Potbelly’s total outstanding common stock, have agreed to do so.
Potbelly president and CEO Bob Wright stated: “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 opportunities for this incredible brand while staying true to the neighbourhood sandwich shop experience that makes Potbelly special.”
Post completion, RaceTrac intends to buy the remaining shares not tendered through a second-step merger at the same price.
Until the deal is completed, both Potbelly and RaceTrac will maintain their independent operations.
The deal is set for completion in the fourth quarter of 2025.
Chicago, Illinois-based Potbelly was founded in 1977.
It operates more than 445 company and franchise-owned locations across the US, with a target to expand to 2,000 shops in the future.
RaceTrac, based in Atlanta, runs more than 800 convenience stores in 14 states under the RaceTrac and RaceWay brands, and manages 1,200 Gulf-branded fuelling outlets.
RaceTrac Board chairman and CEO Natalie Morhous stated: “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.
“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.”
In November 2024, Potbelly finalised an agreement with Royal Restaurant Group to open 15 new shops in the Greater Atlanta area by 2030.
