As part of the agreement, RaceTrac will launch a tender offer to acquire all outstanding Potbelly shares at US$17.12 each.

USA – RaceTrac, a prominent US convenience store operator, has announced plans to acquire the popular sandwich chain Potbelly in a transaction valued at approximately US$566 million.
This landmark acquisition marks one of RaceTrac’s most significant strategic moves, expanding its footprint in the foodservice industry.
As part of the agreement, RaceTrac will initiate a tender offer to purchase all outstanding shares of Potbelly at US$17.12 per share.
This offer price represents a substantial 47% premium over Potbelly’s 90-day volume-weighted average stock price as of September 9, 2025, reflecting RaceTrac’s confidence in the growth prospects of the sandwich brand.
Potbelly, founded over 40 years ago in Chicago, is well-known for its extensive menu featuring toasted sandwiches, fresh salads, and hand-dipped shakes.
The chain currently operates 445 company-owned and franchised locations across the United States, with franchise partners seeking to expand the brand’s presence to 2,000 stores nationwide.
Potbelly’s CEO, Bob Wright, expressed optimism about the deal, emphasizing how partnering with RaceTrac will unlock new opportunities for the brand while preserving its unique neighborhood sandwich shop atmosphere that has endeared it to loyal customers.
He noted that RaceTrac’s resources would support accelerated franchise growth while maintaining the quality and culture that define Potbelly.
RaceTrac, headquartered in Atlanta, Georgia, is a leading convenience retailer with over 800 company-owned gas stations across 14 US states under the RaceTrac®, RaceWay®, and Gulf® brands.
The family-owned company has built a reputation for providing competitively priced fuel, high-quality coffee, and an extensive food and beverage selection, supported by a workforce of more than 10,000 employees.
Natalie Morhous, CEO and Chairperson of RaceTrac, welcomed Potbelly’s over 5,200 team members and franchise partners to the RaceTrac family.
She highlighted the complementary strengths of both companies, including extensive multi-location operations, real estate expertise, franchising, food innovation, and marketing, that position the combined entity for accelerated growth.
The acquisition is expected to close during the fourth quarter of 2025, subject to customary closing conditions and regulatory approval.
Following the merger, RaceTrac plans to leverage Potbelly’s strong brand recognition and menu offerings to enhance its foodservice portfolio and better serve its convenience customers.
This bold move positions RaceTrac to compete more effectively in the evolving convenience retail and foodservice sectors, combining fuel, retail, and fresh food under one umbrella, ultimately delivering greater value to customers and shareholders alike.
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