Overview

• Hero Sub Inc., a wholly owned RaceTrac subsidiary, will launch a tender offer to purchase all outstanding Potbelly shares.
• The offer values Potbelly at $17.12 per share in cash, about a 47% premium to its 90-day VWAP as of September 9, 2025.
• Potbelly’s board unanimously recommends that shareholders tender, and directors and executives have committed roughly 11% of shares.
• The companies expect to complete the transaction in the fourth quarter of 2025, subject to customary closing conditions.
• RaceTrac and Potbelly cite complementary strengths to drive expansion, with RaceTrac operating 800+ stores and Potbelly running about 445 shops.