ATLANTA , Oct. 23, 2025 // GLOBE NEWSWIRE // -- RaceTrac, Inc. confirms it has completed the acquisition of Potbelly Corporation (“Potbelly”) previously announced in September.
As part of the transaction, RaceTrac acquires Potbelly’s iconic neighborhood sandwich shop brand, which includes more than 445 company and franchise-owned shops across the United States.
“Potbelly has spent more than 40 years creating the neighborhood sandwich shop experience customers love, and we are excited to welcome this beloved brand to the RaceTrac family,” said RaceTrac CEO and Chairman Natalie Morhous. “This acquisition represents a natural evolution of our growth strategy, adding fast-casual expertise to our portfolio while maintaining the unique identity that makes Potbelly special. We’re pleased to welcome more than 5,200 Potbelly team members and franchise partners to our organization.”
As part of the acquisition, Adam Noyes, who previously served as Potbelly Chief Operating Officer, has been appointed President of Potbelly, effective immediately. Bob Wright will remain with the company as CEO through the end of the year.
Potbelly will continue to operate as usual, offering guests the same warm, toasty sandwiches, signature salads, and hand-dipped shakes they’ve come to love.
The acquisition was completed on October 23, 2025 through a merger of Merger Sub with and into Potbelly under Section 251(h) of the Delaware General Corporation Law without a stockholder vote. In connection with the merger, each share not purchased in the tender offer (other than shares owned by stockholders who validly assert statutory appraisal rights, treasury shares and shares owned by RaceTrac or its subsidiaries) was cancelled and converted into the right to receive $17.12 in cash, without interest, less any applicable withholding taxes. Following the consummation of the merger, Potbelly became a wholly owned subsidiary of RaceTrac.
In connection with the completion of the merger, Potbelly’s common stock ceased trading on Nasdaq.
Advisors
BofA Securities acted as exclusive financial advisor and Kilpatrick Townsend & Stockton LLP acted as legal advisor to RaceTrac. Piper Sandler acted as financial advisor and Kirkland & Ellis LLP acted as legal advisor to Potbelly.
SOURCE RaceTrac, Inc.
RaceTrac has been serving guests since 1934 and now operates over 500 convenience store locations in Georgia, Florida, Louisiana and Texas.