Potbelly to be Acquired by RaceTrac in $566 Million Deal

Potbelly has agreed to sell itself to RaceTrac, one of the largest privately held convenience store operators in the United States, in a $566 million all-cash deal. Potbelly currently operates more than 445 restaurants, while RaceTrac runs 800 convenience stores and 1,200 Gulf-branded gas stations. The move is positioned as a way to help Potbelly reach its long-term goal of 2,000 units; the chain already has franchise commitments in place that could bring its footprint to over 800 locations.

This acquisition caps off a notable turnaround for Potbelly. When CEO Bob Wright took over in 2020, the company faced declining sales and financial uncertainty. Wright’s five-point plan refocused the brand on franchising, digital ordering and menu improvements while streamlining operations. Potbelly introduced its “Digital Kitchen” to handle online orders more efficiently and developed a smaller 1,800-square-foot store prototype to cut costs. 

RaceTrac plans to keep Potbelly as a standalone brand rather than folding it into its convenience stores. Analysts caution that risks remain, especially considering Potbelly is heavily concentrated in the Chicago market and the restaurant space in general continues to face challenges from labor costs and delivery fees. Additionally, despite strong franchise commitments, Potbelly has only opened a few new stores each quarter.

This acquisition is the latest in a wave of franchise-sector M&A activity in 2025. In June 2025, Dave’s Hot Chicken was acquired by private equity firm Roark Capital in a deal valued at $1 billion. Just last month, Freddy’s Frozen Custard & Steakburgers changed hands when Rhône Group purchased the Kansas-based fast-casual chain for an enterprise value of around $700 million, with the agreement finalized in September 2025.

Read the original press release here. 

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