---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-248610"
form_type: "8-K"
ticker: null
cik: "0001195734"
company_name: "POTBELLY CORP"
filed_at: "2025-10-23T23:59:59+00:00"
generated_at: "2026-05-17T02:27:06.461716+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# RaceTrac completes $17.12/sh acquisition of Potbelly; ~$530M total; delisted from Nasdaq

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-248610
- form_type: 8-K
- cik: 0001195734
- company_name: POTBELLY CORP
- filed_at: 2025-10-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1195734/000119312525248610/0001193125-25-248610-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1195734/000119312525248610/d73150d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-248610
- JSON: https://secwatch.observer/filing/0001193125-25-248610.json
- Plain text: https://secwatch.observer/filing/0001193125-25-248610.txt

## Source-grounded claims
- claim_id: 07a3cebbe8b2c03b06a128e6902f9419ccd79f2a
  claim: POTBELLY CORP: Certificate of incorporation amended and restated in its entirety (effective 2025-10-23).
  evidence_excerpt: the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time
  evidence_url: https://www.sec.gov/Archives/edgar/data/1195734/000119312525248610/0001193125-25-248610-index.htm
- claim_id: 35590eb6d982e48da5c299a9d3ad822b4ab543e2
  claim: POTBELLY CORP: Bylaws amended and restated in their entirety (effective 2025-10-23).
  evidence_excerpt: the bylaws of the Company were amended and restated in their entirety, effective as the Effective Time
  evidence_url: https://www.sec.gov/Archives/edgar/data/1195734/000119312525248610/0001193125-25-248610-index.htm
- claim_id: 890fa9b585feb7acbcef0ddbd71bfa55ed687414
  claim: POTBELLY CORP: Conversion of shares into merger consideration upon merger consummation.
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1195734/000119312525248610/0001193125-25-248610-index.htm
- claim_id: cddfc54d33a577f6fd2bd64ec80577c319de4683
  claim: POTBELLY CORP underwent a change of control involving RaceTrac, Inc. (closed 2025-10-23).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1195734/000119312525248610/0001193125-25-248610-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.