Potbelly Corporation announced on September 10, 2025, that it has entered into a definitive merger agreement to be acquired by RaceTrac, Inc., a leading convenience retailer, in an all-cash transaction valued at approximately $566 million. Under the terms of the agreement, RaceTrac will acquire all outstanding shares of Potbelly for $17.12 per share. This price represents a significant premium for Potbelly shareholders.
The acquisition price of $17.12 per share marks a roughly 47% premium to Potbelly's stock price as of the previous Tuesday, and approximately 32% higher than its closing price on the day prior to the announcement. Potbelly CEO Bob Wright stated that the transaction fortifies the company's path for accelerated franchise-led growth and delivers certain and immediate value to its shareholders.
The deal is expected to close in the fourth quarter of the year. Potbelly, which operates more than 445 stores in the U.S., including franchised locations, has a long-term goal of reaching 2,000 units. RaceTrac, a family-owned company, operates over 800 convenience stores across 14 states. This acquisition is RaceTrac's second significant deal, following its 2023 acquisition of Gulf Oil.
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