8-K
filed October 23, 2025, 7:59 PM ET
CIK 0001195734
M&A
confidence high
sentiment neutral
materiality 1.00
POTBELLY CORP: M&A transaction — RaceTrac completes $17.12/sh acquisition of Potbelly; ~$530M total; delisted from Nasdaq
POTBELLY CORP
- Total consideration ~$530M for Potbelly shares and warrants; ~$11M additional for equity awards.
- Tender offer expired Oct 22, 2025 with 28.28M shares (~90.7%) validly tendered and accepted.
- Potbelly becomes wholly owned subsidiary of RaceTrac; stock halted Oct 23, 2025; delisting initiated.
- Adam Noyes appointed President of Potbelly; Bob Wright remains CEO through end of year.
- Potbelly operates 445+ shops; RaceTrac plans to grow to 2,000 shops under new ownership.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
POTBELLY CORP: Certificate of incorporation amended and restated in its entirety (effective 2025-10-23).
- Change
- charter amendment
- Effective
- 2025-10-23
Exact text from the filing
the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
POTBELLY CORP: Bylaws amended and restated in their entirety (effective 2025-10-23).
- Change
- bylaw amendment
- Effective
- 2025-10-23
Exact text from the filing
the bylaws of the Company were amended and restated in their entirety, effective as the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
POTBELLY CORP: Conversion of shares into merger consideration upon merger consummation.
Exact text from the filing
at the Effective Time, each Share that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
POTBELLY CORP underwent a change of control involving RaceTrac, Inc. (closed 2025-10-23).
- Action
- change of control
- Counterparty
- RaceTrac, Inc.
- Closing
- 2025-10-23
Exact text from the filing
As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on October 23, 2025, a change in control of the Company occurred.
View on SEC.gov
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