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Insights: News Potbelly Corporation to be Acquired by Racetrac in Approximately $566 Million Transaction September 10, 2025 Kilpatrick is proud to serve as legal advisor to longtime client RaceTrac on this matter – Potbelly Corporation to be Acquired by Racetrac in Approximately $566 Million Transaction "Potbelly Corporation (NASDAQ: PBPB) (“Potbelly” or the “Company”), the iconic neighborhood sandwich shop concept, announced today that Potbelly and RaceTrac, Inc. (“RaceTrac”), one of the largest privately held companies in the United States and a leading convenience retailer, have entered into a definitive merger agreement pursuant to which RaceTrac will commence a tender offer to acquire all of the outstanding shares of Potbelly for $17.12 per share, in an all-cash transaction with an equity value of approximately $566 million. The acquisition is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals." Related People W. Benjamin Barkley Atlanta, GA t 404.815.6569 bbarkley@ktslaw.com Sarah Beth Barnes Raleigh, NC t 919.420.1744 sbarnes@ktslaw.com Kelsey P. Donnalley Atlanta, GA t 404.685.6774 kdonnalley@ktslaw.com Jennifer Stobie Schumacher Atlanta, GA t 404.815.6298 jschumacher@ktslaw.com James S.H. Null New York, NY t 212.775.8866 jnull@ktslaw.com Kathleen B. Dodd Barton Atlanta, GA t 404.815.6158 kbarton@ktslaw.com Blaise M. Danly Chicago, IL t 312.268.1710 bdanly@ktslaw.com David M. Eaton San Francisco, CA t 415.273.4324 deaton@ktslaw.com Lauren E. Pierotti Chicago, IL t 312.224.1032 lpierotti@ktslaw.com Anthony D. Glosson New York, NY t 202.508.5842 tglosson@ktslaw.com Megan S. Casturo Washington, DC t 202.824.1421 mcasturo@ktslaw.com Alee Soleimanpour Denver, CO t 303.607.3372 asoleimanpour@ktslaw.com Michael S. Pavento Atlanta, GA t 404.815.6213 mpavento@ktslaw.com William Sparkman Atlanta, GA t 404.532.6880 wsparkman@ktslaw.com Bryan D. Adams Houston, TX t 281.809.4107 bdadams@ktslaw.com

Insights: News

Potbelly Corporation to be Acquired by Racetrac in Approximately $566 Million Transaction

September 10, 2025

Kilpatrick is proud to serve as legal advisor to longtime client RaceTrac on this matter – Potbelly Corporation to be Acquired by Racetrac in Approximately $566 Million Transaction

"Potbelly Corporation (NASDAQ: PBPB) (“Potbelly” or the “Company”), the iconic neighborhood sandwich shop concept, announced today that Potbelly and RaceTrac, Inc. (“RaceTrac”), one of the largest privately held companies in the United States and a leading convenience retailer, have entered into a definitive merger agreement pursuant to which RaceTrac will commence a tender offer to acquire all of the outstanding shares of Potbelly for $17.12 per share, in an all-cash transaction with an equity value of approximately $566 million.

The acquisition is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals."