Potbelly Corporation (NASDAQ: PBPB) shares sprinted out of the gate early Wednesday. The Chicago-based neighborhood sandwich shop concept, announced today that Potbelly and RaceTrac, Inc., 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.
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.
Said PotBelly CEO Bob Wright, “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.”
PBPB shares leaped $4.09, or 31.7%, to $17.02.
