RaceTrac Seals $566 Million Deal for Potbelly

ATLANTA — October 29, 2025 — RaceTrac, the family-owned convenience retail powerhouse, has officially closed its transformative $566 million acquisition of Potbelly Corporation, folding the beloved Chicago-born sandwich chain and its 445+ company- and franchise-owned shops into its expansive portfolio.

The merger, first unveiled in September, positions Potbelly as a wholly owned RaceTrac subsidiary, with its Nasdaq-traded stock (PBPB) delisted following a successful tender offer that secured 90.7% of shares at $17.12 each—totaling about $530 million in equity value. Potbelly’s menu of warm, toasty sandwiches, fresh salads, and hand-dipped shakes remains unchanged, ensuring fans can keep enjoying favorites like the A Wreck or Southwest Avo Chicken Wrap at locations nationwide.

“Potbelly has spent more than 40 years perfecting the neighborhood sandwich shop vibe customers crave, and we’re thrilled to bring this gem into the RaceTrac family,” said RaceTrac CEO and Chairman Natalie Morhous. “This deal fuels our growth playbook, blending fast-casual magic with our strengths in real estate, operations, food innovation, and marketing—all while preserving what makes Potbelly one-of-a-kind.”

Now supercharged by RaceTrac’s resources, Potbelly eyes aggressive expansion toward 2,000 shops via its proven franchise model, with initial franchise deals targeting 8-15 Atlanta-area openings in early 2026. The acquisition welcomes over 5,200 Potbelly team members and franchise partners, boosting RaceTrac’s workforce beyond 15,000 across its 800+ RaceTrac/RaceWay convenience stores and 1,200 Gulf-branded sites.

In leadership news, Adam Noyes, Potbelly’s former Chief Operating Officer since 2020, steps up as President immediately. A veteran from Checkers & Rally’s, Noyes will steer day-to-day ops. Meanwhile, CEO Bob Wright—who tripled the share price since 2020—stays on through year-end to ensure a seamless handover.

“Joining RaceTrac opens a thrilling chapter for Potbelly,” Wright said. “Their expertise will turbocharge our push to 2,000+ shops, all while delivering the great food and good vibes our guests expect.”

The tender offer, managed by Equiniti Trust Company, wrapped October 22 with all conditions met. Hero Sub Inc. (RaceTrac subsidiary) merged with Potbelly under Delaware law, converting untendered shares to cash.

Advisors: BofA Securities and Kilpatrick Townsend & Stockton LLP for RaceTrac; Piper Sandler and Kirkland & Ellis LLP for Potbelly.

For Potbelly loyalists, operations hum as usual—Perks rewards, gift cards, and the full menu (including fresh wraps and kids combos) stay intact. Explore the Potbelly menu, snag a Potbelly menu PDF, or find spots via Potbelly locations.

About RaceTrac: Atlanta-based since 1934, RaceTrac leads with family values and innovation across convenience and fuel.

About Potbelly: From a 1977 Chicago antique shop to 445+ toasty havens, Potbelly delights with fresh, fast eats.

Media: James Taylor, Full Tilt Consulting; Potbelly IR: Jeff Priester / Marisa Breese, ICR.