RaceTrac to acquire sandwich shop chain Potbelly for $566 million
RaceTrac is adding another brand to its portfolio.
The convenience-store retailer, which is one of the largest privately-owned companies in the U.S., has entered into a deal to purchase Potbelly Corp. in a deal valued at 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.
Based in Chicago, Potbelly operates more than 445 company and franchise-owned sandwich shops in neighborhoods across the United States. It has a long-term goal of reaching 2,000 shops.
“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,” said Bob Wright, president and CEO of Potbelly. “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 and RaceTrac will remain distinct brands after the acquisition closes, Wright told The Wall Street Journal.
“Their strategy isn’t necessarily to put a Potbelly in every RaceTrac,” he said.
RaceTrac, which is headquartered in Atlanta, operates more than 800 convenience stores across 14 states under the RaceTrac and RaceWay brands. The company also fuels consumers through approximately 1,200 Gulf-branded locations in the United States and Puerto Rico. (RaceTrac’s fuel supply and trading subsidiary, Metroplex Energy, acquired Gulf Oil LLC from Gulf Oil L.P. in 2023. As part of the deal, RaceTrac acquired Gulf’s fuel brand across the United States and U.S. territories and all of Gulf’s branded distributor and license agreements.)
“We are proud of Potbelly’s legacy as a beloved neighborhood sandwich shop and are excited to expand our family of convenience-driven brands,” added Natalie Morhous, CEO and chairman of RaceTrac. “I’m pleased to welcome Potbelly’s more than 5,200 team members and franchise partners to the RaceTrac family.”
Advisors
BofA Securities acted as exclusive financial advisor and Kilpatrick Townsend & Stockton LLP acted as legal advisor to RaceTrac. Piper Sandler acted as financial advisor and Kirkland & Ellis LLP acted as legal advisor to Potbelly.
