RaceTrac, Inc. has completed its acquisition of Potbelly Corporation, finalizing a deal first announced in September. The transaction brings Potbelly’s network of more than 445 company and franchise-owned sandwich shops under RaceTrac’s ownership, along with the brand’s established franchise development platform.
“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 Natalie Morhous, CEO and Chairman of RaceTrac. “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.”
The addition is expected to strengthen RaceTrac’s presence in retail by combining both companies’ strengths in real estate, franchising, operations, food innovation, and marketing.
Adam Noyes, previously Chief Operating Officer at Potbelly, has been named President of Potbelly effective immediately. Bob Wright will remain as CEO through the end of the year. “Today marks an exciting new chapter for Potbelly as we join the RaceTrac family,” said Wright. “With RaceTrac’s resources and expertise, we’re positioned to accelerate growth toward 2,000 plus shops while staying true to our mission of delighting customers with great food and good vibes.”
Potbelly will continue normal operations following the acquisition. The move adds another consumer-facing brand to RaceTrac’s portfolio, which already includes over 800 RaceTrac and RaceWay convenience stores as well as approximately 1,200 Gulf branded locations.
RaceTrac acquired all outstanding shares of Potbelly common stock at $17.12 per share in cash. The tender offer expired on October 22, 2025; approximately 90.7% of issued shares were validly tendered. Following completion under Delaware law via merger without a stockholder vote, remaining untendered shares were converted into the right to receive $17.12 per share in cash.
With this transaction complete as of October 23, Potbelly is now a wholly owned subsidiary of RaceTrac and its common stock has ceased trading on Nasdaq.
BofA Securities served as exclusive financial advisor and Kilpatrick Townsend & Stockton LLP acted as legal advisor for RaceTrac during the process. Piper Sandler was financial advisor and Kirkland & Ellis LLP was legal advisor for Potbelly.
RaceTrac is headquartered in Atlanta and operates multiple retail brands across more than 800 convenience store locations and about 1,200 Gulf branded sites nationwide.
For further information about each company:
RaceTrac: https://www.racetrac.com/
Potbelly: https://www.potbelly.com/
