Potbelly to be acquired by RaceTrac for $17.12 per share in cash

Potbelly (PBPB) Corporation and RaceTrac 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 $566M The acquisition is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals. 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. 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. Potbelly’s board of directors unanimously recommends that Potbelly’s stockholders tender their shares in the tender offer. Additionally, all of Potbelly’s directors and executive officers have entered into support agreements and agreed to tender their shares, representing approximately 11% of Potbelly’s outstanding common stock, in the tender offer. The closing of the tender offer will be subject to certain conditions set forth in the merger agreement, including the tender of shares representing at least a majority of the total number of Potbelly’s outstanding shares, the expiration or termination of the applicable waiting period under the HSR Act and other customary conditions. Upon the successful completion of the tender offer, RaceTrac will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price per share. Until the transaction closes, both companies will continue to operate independently.