Potbelly is being acquired by gas station and convenience chain RaceTrac
for $566 million
[September 11, 2025] By
DEE-ANN DURBIN
Sandwich maker Potbelly is being acquired by the gas station and
convenience store chain RaceTrac for $566 million.
Potbelly, which was founded in Chicago in 1977, has 445 restaurants
across the U.S. The company said the deal with RaceTrac will help it
reach its goal of quadrupling in size to 2,000 locations. Potbelly
stores are both company- and franchise-owned.
“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 CEO Bob Wright said in
a statement Wednesday.
Potbelly shares jumped more than 31% to $16.99 in early afternoon
trading.
Sandwich chains have struggled in recent years, starting with the
pandemic that had millions eating at home when they would usually have
dined out. That made them ripe for takeovers.
In 2021, Restaurant Brands International — which also owns Burger King,
Popeye's and Tim Hortons — bought Firehouse Subs for $1 billion. Two
years later, the private equity firm Roark Capital snapped up Subway for
nearly $10 billion.
Roark specializes in franchised businesses and backs two holding
companies that own multiple chains, including several sandwich shops.
Inspire Brands owns Jimmy John’s, while GoTo Foods owns Schlotzsky's and
McAlister's Deli.
Potbelly focused on a multi-year transformation plan coming out of the
pandemic. The chain introduced new menu items, including a steak
sandwich. It also increased its digital and delivery sales, redesigned
stores and grew by attracting new franchisees.
In the company’s second quarter, which ended June 29, same-store sales —
or sales at locations open at least a year — were up 3%. U.S. fast food
traffic fell 1% industry-wide during the quarter, according to Revenue
Management Solutions Co., a consulting company for restaurants.
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The entrance to Potbelly sandwich store seen in Mount Prospect,
Ill., on May 13, 2020. (AP Photo/Nam Y. Huh, File)
 Still, the future is cloudy for many
restaurant chains. Inflation has hit restaurants hard as they pay
more for ingredients and customers tighten their belts.
National chains are also being pressured to lower prices with
lower-income customers pulling back on spending. McDonald’s said
this month that it is cutting prices on some combo meals to woo back
customers who’ve been turned off by the rising cost of grabbing a
fast food meal.
Some investors had been pushing Potbelly to consider a sale, saying
the company's stock was undervalued compared to competitors.
Immersion Investments, one of Potbelly's top shareholders, urged a
sale in an open letter last fall and called on the company to slow
its investments in technology and hiring.
RaceTrac was founded in 1934 and is family owned. The Atlanta
company operates more than 800 locations in 14 states. RaceTrac
Chairman and CEO Natalie Morhous said the company is eager to expand
its stable of brands.
RaceTrac said it will acquire all of Potbelly’s shares for $17.12
each in cash.
The acquisition is expected to close in the fourth quarter.
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