We are excited to share that, as of September 10th, 2025, Potbelly has entered into an agreement to be acquired by RaceTrac, one of the largest private companies and[...]

We are excited to share that, as of September 10^th, 2025, Potbelly has entered into an agreement to be acquired by RaceTrac, one of the largest private companies and convenience retailers in the United States.

This acquisition will not change who we are as a brand. Through this transaction, we believe we will have more opportunities to accelerate our growth plans while deepening our focus on delivering delicious food and great customer experiences in every shop.

For those unfamiliar with RaceTrac, it operates more than 800 convenience stores across 14 states under the RaceTrac and RaceWay brands. It also fuels consumers through approximately 1,200 Gulf locations across the US and Puerto Rico. As a family-owned business since 1934, we believe RaceTrac's vast resources and proven history of success will open the door to new opportunities for both our team members and franchise partners.

Over the last several years, we've built a strong foundation and generated tremendous momentum, positioning Potbelly for a moment like this. We've proven our ability to successfully grow into new neighborhoods, and today we are well on our way to achieving our long-term goal of reaching 2,000 shops. RaceTrac recognizes Potbelly's potential and believes in the opportunity to realize significant expansion through our strategic franchising model. Most importantly, they share our commitment to quality and operational excellence - and their vision to make people's lives simpler and more enjoyable aligns perfectly with our own mission to delight customers with great food and good vibes.

As we enter this exciting next chapter, Potbelly has the potential to reach new heights. As a subsidiary of such a large and successful private company, we can focus on what we do best - innovating with intention, operating with purpose, and delivering the exceptional experience that defines Potbelly and keeps customers coming back. We anticipate the transaction to close in the fourth quarter of this year, at which point we will no longer be a publicly traded company.

For now, it's very important to note that we are still a public company while the potential transaction goes through a customary closing process, subject to the satisfaction of customary closing conditions. During this transition period, we ask that you refrain from commenting on this news externally, including to investors and members of the press. If you do receive any questions from external parties, we ask that you please direct them to [email protected].

As we move forward, we will keep you posted on next steps, but unless directly notified by your leader, there will be no changes to your day-to-day work. It's still business as usual at Potbelly, and we need to focus on serving our customers with passion and craveable food as we always do.

Thank you for the passion and dedication you all bring to work every day. This is truly an exciting opportunity for this incredible brand. The future is bright at Potbelly!

Do you have questions not answered above? Please reach out to us at [email protected].

Additional Information about the Tender Offer and Where to Find It

The tender offer (the "Offer") described above has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the Offer materials that RaceTrac, Inc. ("RaceTrac") and Hero Sub Inc. ("Merger Sub") will file with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer. A solicitation and offer to buy outstanding shares of Potbelly Corporation (the "Company") common stock will only be made pursuant to the Offer materials that RaceTrac and Merger Sub intend to file with the SEC. At the time the Offer is commenced, RaceTrac and Merger Sub will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the "Solicitation/Recommendation Statement") with the SEC with respect to the Offer.

THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.

The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them under the "SEC Filings" section of the Company's website at https://investors.potbelly.com, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, the Company's website is not a part of, or incorporated by reference in, this communication. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SEC's website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by the Company with the SEC for free on the SEC's website at www.sec.gov, or under the "SEC Filings" section of the Company's website at https://investors.potbelly.com.