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Potbelly Corporation to be Acquired by RaceTrac in $566 Million Transaction

Potbelly Corporation (PBPB) | September 10, 2025

By Paula Scott

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Potbelly Corporation, the iconic neighborhood sandwich shop concept, is set to be acquired by RaceTrac, one of the largest convenience retailers, in a $566 million transaction.

RaceTrac will acquire all outstanding shares of Potbelly for $17.12 per share in an all-cash transaction, with an equity value of approximately $566 million.

The acquisition, expected to close in the fourth quarter of 2025, marks a significant move in the retail industry.

Strategic Fit and Vision

RaceTrac's strategic vision aligns with Potbelly's mission to provide great food and good vibes, setting the stage for accelerated growth.

Transaction Details

Hero Sub Inc., a RaceTrac subsidiary, will tenderly offer $17.12 per share to acquire all outstanding shares, representing a 47% premium.

Advisors

BofA Securities and Kilpatrick Townsend & Stockton LLP advised RaceTrac, while Piper Sandler and Kirkland & Ellis LLP advised Potbelly.

  • The acquisition strengthens RaceTrac's portfolio by adding an iconic brand known for its warm sandwiches and hand-dipped shakes.
  • Potbelly's loyal following and growth foundation complement RaceTrac's focus on convenience and quality, promising synergies for both companies.

The acquisition of Potbelly by RaceTrac represents a strategic step towards expanding both companies' market presence and consumer offerings. The collaboration is expected to unlock new growth opportunities and enhance customer experiences.