[ALERT] RaceTrac to Acquire Potbelly Sandwich Shop in $566 Million Deal

Potbelly Sandwich Shop is being acquired by Atlanta-based RaceTrac.  As part of the definitive merger agreement, 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 transaction is expected to close in the fourth quarter.  

Potbelly, founded more than 40 years ago in Chicago, went public in 2013 with its restaurants achieving an Average Unit Volume (AUV) of $1.3M in 2024.  There are currently 445 company and franchise-owned shops across the United States, with a long-term goal of reaching 2,000 shops.  ToNeTo Atlanta exclusively reported September 9 that the first Potbelly in metro Atlanta will open in 2026 in Chamblee.  

“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,” Potbelly president and chief executive officer Bob Wright said in a statement.

“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,” RaceTrac CEO Natalie Morhous said in a statement.   

RaceTrac's acquisition of Potbelly is likely a defensive move that will bolster the convenience store operator's food offerings at a time of increased competition.  Buc-ee's already operates three mega stores in Georgia and confirmed plans in August to open a fourth in Monroe County.  Wawa last November opened their first Georgia location in Bainbridge, one of 25 the Pennsylvania-based company plans to open in the state.  Both Buc-ee's and Wawa are known for their better than average food offerings, with RaceTrac's Potbelly an immediate improvement over their current food program if the brand is incorporated into their convenience stores.  

Established in 1934, RaceTrac has grown to include more than 800 convenience stores across fourteen states under the RaceTrac and RaceWay brands.  The company acquired Gulf Oil in 2013, adding 1,100 Gulf branded sites, marking what was then called the largest acquisition in company history.  Financial details of the transaction were not disclosed.  

Under the terms of the merger agreement, Hero Sub Inc., a wholly-owned subsidiary of RaceTrac, will commence a tender offer to acquire all outstanding shares of Potbelly for $17.12 per share in cash. This represents a premium of approximately 47% to Potbelly’s 90-trading-day volume-weighted average price as of September 9, 2025.  Until the transaction closes, both companies will continue to operate independently.  The release did not mention whether Potbelly would relocate its company headquarters to metro Atlanta, but the local area has been a hot spot for restaurant headquarters relocations in recent years, including Smalls Sliders, Walk Ons, Blaze Pizza, Papa Johns, Krispy Krunchy Chicken, and a significant "support center" for Shake Shack, among others.  

The Potbelly acquisition will undoubtedly be a popular conversation topic at this year's NACS Show (National Association of Convenience Stores), taking place in Chicago's McCormick Place October 14-17.   

Are you excited for RaceTrac's acquisition of Potbelly?   What is your favorite sandwich shop?  What convenience store operator do you think currently offers the best food? 

Please share your thoughts below.