Potbelly Corp was acquired by RaceTrac, Inc. on October 23, 2025, according to the Form 8-K Potbelly Corp filed with the SEC. The filing states a price of $530 million. It is the only completed acquisition RaceTrac, Inc. reported under Item 2.01 in the last twelve months (Form 8-K, October 23, 2025).
1 companies announced an acquisition this week.
Companies in an acquisition this week, and the deal. Before you unlock: the company, the deal and what is inside. After: every way we found to reach the company, and anyone a source names. A team joining the buyer is labelled only when the filing itself says so.
| Bowman Consulting Group Ltd. | agreed to be acquired by Prive Parent, Inc. |
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RaceTrac, Inc. completed its acquisition of Potbelly Corp on 2025-10-23, according to the Form 8-K Potbelly Corp filed with the SEC on 2025-10-23. The filing states a price of $530 million. Potbelly Corp filed the report because the deal made it part of RaceTrac, Inc..
| Acquirer | RaceTrac, Inc. |
|---|---|
| Acquired | Potbelly Corp |
| Completed | 2025-10-23 |
| Price stated in the filing | $530 million |
| Reported by | Potbelly Corp (PBPB), the company acquired |
| Filing | Form 8-K, filed 2025-10-23 |
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What the filing says
Following the consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the DGCL, on October 23, 2025, Merger Sub merged with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned subsidiary of Parent in accordance with the DGCL.
How much did RaceTrac, Inc. pay for Potbelly Corp?
Pursuant to the terms of Section 2.8 of the Merger Agreement, at the Effective Time, (a) each of the Company's outstanding warrants to purchase shares of Company Common Stock (the " Company Warrants ") that was outstanding and unexercised as of immediately prior to the Effective Time, was automatically cancelled and converted into and became the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the total number of shares of Company Common Stock underlying such Company Warrant by (ii) the excess, if any, of the Merger Consideration over the exercise price of such Company Warrant, less applicab
More from the filing
On October 23, 2025, effective as of the closing of the Merger (as described under Item 2.01 of this Current Report on Form 8-K), the Company terminated that certain Credit Agreement, dated as of February 7, 2024, among Potbelly Sandwich Works, LLC, the other loan parties thereto, the lenders party thereto, and Wintrust Bank, N.A., as administrative agent (a copy of which was filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K on February 12, 2024), and concurrently repaid all commitments and other obligations outstanding thereunder.
Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on September 23, 2025, Merger Sub commenced a tender offer (the " Offer "), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the " Company Common Stock "), of the Company (the " Shares ") at a price of $17.12 per Share (the " Merger Consideration "), in cash, without interest thereon (but subject to applicable withholding).
Quoted from Potbelly Corp's Form 8-K.
This is the only completed acquisition RaceTrac, Inc. reported under Item 2.01 in the last twelve months, as far as the filings of the companies it bought show.
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Look up RaceTrac, Inc.Where this comes from
A public company must file a current report on Form 8-K with the SEC within four business days of completing a significant acquisition or disposition of assets, under Item 2.01 of the report. The acquired company sometimes files one too, when the deal makes it a subsidiary of the buyer.
Every fact on this page is taken from one of those filings and linked to it: which company acquired which, the date the filing gives for completion, and the price when the filing states one in dollars, shown next to the sentence that states it. A filing states what was bought and on what terms; it rarely states why, and neither does this page.