Potbelly Corporation (NASDAQ: PBPB) (“Potbelly” or the “Company”), the iconic neighborhood sandwich shop concept, announced today that Potbelly and RaceTrac, Inc. (“RaceTrac”), one of the largest privately held companies in the United States and a leading convenience retailer, have entered into a definitive merger agreement pursuant to which RaceTrac will commence a tender offer to acquire all of the outstanding shares of Potbelly for $17.12 per share, in an all-cash transaction with an equity value of approximately $566 million.

The acquisition is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals.

Strategic Fit and Future Vision Potbelly, founded more than 40 years ago in Chicago, has earned a loyal following for its warm, toasty sandwiches, signature salads, and hand-dipped shakes. The Company has built a strong foundation for growth with more than 445 company and franchise-owned shops currently open in neighborhoods across the United States and a long-term goal of reaching 2,000 shops.

“RaceTrac’s strategic vision including their commitment to quality align perfectly with our mission to delight customers with great food and good vibes,” said Bob Wright, President and CEO of Potbelly. “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.”

The acquisition represents a significant move by RaceTrac, adding another iconic brand to its portfolio. Headquartered in Atlanta, RaceTrac operates more than 800 convenience stores across 14 states under the RaceTrac® and RaceWay® brands, offering guests competitively-priced fuel, freshly-brewed coffee, and an extensive selection of food and beverages, and fuels consumers through approximately 1,200 Gulf® branded locations across the United States and Puerto Rico. The family-owned company has been serving guests since 1934 and employs more than 10,000 team members.

“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,” added Natalie Morhous, CEO and Chairman of the Board at RaceTrac. “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.”

With complementary strengths as multi-unit, multi-market consumer facing businesses including core capabilities in real estate, franchising, operations, food innovation and marketing, a combined RaceTrac and Potbelly are positioned to amplify their growth.