In a move that’s already sending ripples through the fast-casual and convenience-store industries, sandwich chain Potbelly is set to be acquired by Atlanta-based convenience-store operator RaceTrac in a $566 million all-cash deal. The announcement, made on September 10, 2025, marks a significant chapter for both companies—each with deep roots in American retail and food service—and signals a new era for one of the country’s most beloved sandwich brands.
Potbelly, founded more than 40 years ago in Chicago, has built a reputation for warm, toasted sandwiches, signature salads, and hand-dipped shakes. With over 445 company and franchise-owned shops across the United States, the chain has long harbored ambitions of expanding to 2,000 locations. According to Restaurant Business, Potbelly’s recent performance has been strong: same-store sales grew 3.6% in the last quarter, outpacing many of its industry peers. The company generated $560 million in system sales last year, and its stock price has reflected this momentum—up 37% in 2025 prior to the deal and 70% over the past 12 months, with a 47% premium offered to shareholders compared to the 90-day volume-weighted average price before the announcement (CSP).
For RaceTrac, the acquisition is another bold step in its evolution. The family-owned company, which has been serving customers since 1934, operates more than 800 convenience stores across 14 states under the RaceTrac and RaceWay brands. Beyond that, it fuels consumers at approximately 1,200 Gulf-branded locations in the U.S. and Puerto Rico and employs more than 10,000 people. RaceTrac ranked No. 17 on CSP’s 2025 Top 202 list of U.S. convenience-store chains by store count. This deal follows RaceTrac’s 2023 acquisition of Gulf Oil, further expanding its footprint and brand portfolio.
The acquisition will proceed via a tender offer, with RaceTrac agreeing to acquire all outstanding shares of Potbelly for $17.12 per share in cash. Potbelly’s board of directors has unanimously recommended that shareholders tender their shares, and all company directors and executive officers—representing about 11% of the outstanding common stock—have already agreed to do so. The transaction is expected to close in the fourth quarter of 2025, pending regulatory approvals and customary closing conditions. Until then, both companies will continue to operate independently (Wall Street Journal).
Bob Wright, president and CEO of Potbelly, expressed optimism about the merger’s potential. "RaceTrac’s strategic vision including their commitment to quality align perfectly with our mission to delight customers with great food and good vibes," Wright said in a statement. "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 opportunity for this incredible brand while staying true to the neighborhood sandwich shop experience that makes Potbelly special." (CSP)
RaceTrac’s CEO and chairman, Natalie Morhous, echoed this sentiment, emphasizing the shared values and complementary strengths of the two companies. "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," Morhous said. She added, "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."
Interestingly, RaceTrac’s approach to Potbelly was unsolicited, according to Wright’s comments to the Wall Street Journal. The deal reportedly came together quickly, with both sides seeing a clear alignment in their visions for growth. Notably, Wright clarified that Potbelly and RaceTrac will remain distinct brands after the deal closes. "Their strategy isn’t necessarily to put a Potbelly in every RaceTrac," he said, suggesting that the sandwich chain’s unique neighborhood identity will be preserved even as it benefits from RaceTrac’s scale and resources.
The backdrop to this acquisition includes some pressure from investors. In October 2024, Potbelly shareholder Immersion Investments sent an open letter to management and the board, urging them to evaluate a sale of the business and other strategic options. Nevertheless, Wright has been clear that this investor pressure did not influence the decision to sell. The board’s unanimous recommendation and the swift agreement by executive leadership to tender their shares point to confidence in the deal’s merits.
Industry observers see the merger as a logical next step for both companies. Potbelly has been positioning itself for franchise-led growth, and RaceTrac’s expertise in real estate, franchising, operations, food innovation, and marketing is expected to accelerate that trajectory. The companies have stated that their complementary strengths as multi-unit, multi-market, consumer-facing businesses will help them amplify their growth, especially as they look to compete in a rapidly consolidating industry.
The acquisition is also part of a larger trend of mergers and acquisitions in the foodservice and convenience sectors. Just last week, Freddy’s Frozen Custard & Steakburgers was acquired by investment funds affiliated with private equity firm Rhône. Other notable deals include Sadot Group’s divestment from its restaurant businesses, BT Brands’ merger with Aero Velocity, and Philz Coffee’s sale to Freeman Spogli. According to Nation’s Restaurant News, this uptick in deal activity reflects ongoing efforts by companies to streamline operations, expand their reach, and adapt to shifting consumer preferences.
For Potbelly, the sale represents a high point since shortly after it went public in 2013. The company’s stock has surged more than 75% this year, and the $17.12 per share offer marks a significant premium for shareholders. The deal’s structure—an all-cash transaction—provides certainty and immediate value, a key consideration for investors in today’s volatile market.
Potbelly’s more than 5,200 team members and franchise partners are expected to join the RaceTrac family, though both companies have promised to maintain their distinct cultures and customer experiences. As the transaction moves toward closing, all eyes will be on how RaceTrac leverages its operational expertise to support Potbelly’s ambitious expansion goals, and how the sandwich chain continues to stand out in an increasingly crowded market.
With regulatory approvals still pending and both companies operating independently for now, it’s a waiting game—but one with high expectations. The deal not only underscores the value of iconic neighborhood brands in America’s retail landscape but also highlights the growing importance of strategic partnerships in driving growth and innovation.
As Potbelly and RaceTrac prepare for a new chapter together, customers and investors alike will be watching to see just how far this pairing can go—and what it might mean for the future of fast-casual dining and convenience retail.
