Potbelly Corporation
17.12+0.00 (+0%)
Oct 22, 4:00:00 PM EDT · NasdaqGS · PBPB · USD
Key Stats
Market Cap
517.96MP/E (TTM)
48.91Basic EPS (TTM)
0.35Dividend Yield
0%Recent Filings
8-K
RaceTrac acquires Potbelly
Potbelly Corporation completed its merger with RaceTrac on October 23, 2025, after a tender offer that secured 90.7% of shares at $17.12 each, totaling about $530 million in cash. The deal folds Potbelly's 445 sandwich shops into RaceTrac's portfolio, eyeing 2,000 locations via franchising. Trading halted on Nasdaq; the company now operates as a private subsidiary. Leadership shifted with Adam Noyes stepping up as president.
8-K
Potbelly acquired by RaceTrac
Potbelly Corporation announced a merger agreement with RaceTrac, Inc., on September 9, 2025, for RaceTrac to acquire all shares at $17.12 each in cash, valuing the deal at approximately $566 million—a 47% premium to the 90-day VWAP. The tender offer, backed by the board and insiders holding 10.2% of shares, targets a Q4 2025 close pending HSR approval and majority tender. Deal signing bonuses reward key executives. Yet risks loom from regulatory hurdles or competing bids.
8-K
Potbelly Q2 sales surge 6.7%
Potbelly Corporation reported Q2 2025 results with system-wide sales up 6.7% to $154.2 million, driven by 3.2% company-operated same-store sales growth and eight new shop openings. Total revenues rose 3.4% to $123.7 million, while adjusted EBITDA climbed 13.0% to $9.6 million, reflecting shop-level margin expansion to 16.7%. The company raised full-year 2025 guidance to 2.0%-3.0% same-store sales growth and $34-$35 million adjusted EBITDA, plus at least 38 new shops. Momentum builds steadily.
10-Q
Q2 FY2025 results
Potbelly's Q2 revenue climbed 3.4% year-over-year to $123.7M, fueled by 2.5% growth in sandwich shop sales and a sharp 27.6% jump in franchise royalties to $5.3M, while same-store sales rose 3.2%. Operating income dipped 10.1% to $3.7M amid higher labor and G&A costs, yet shop-level margins expanded to 16.7% from 15.7%, reflecting tighter food costs at 26.3% of sales. Diluted EPS held steady at $0.08, aligning with 30,811 weighted shares and no anti-dilution effects. Cash swelled to $16.2M with $22.4M YTD operating cash flow, free cash flow at $11.5M (derived), and zero debt under the $30M revolving facility expiring 2027—plenty of runway after $2.1M stock repurchases. Franchise units hit 107, up from 96. Yet rising labor pressures could squeeze margins if traffic stalls.
8-K
Annual meeting approvals secured
Potbelly Corporation's stockholders overwhelmingly elected all eight director nominees at the May 15, 2025 annual meeting, ratified KPMG as auditors for the fiscal year ending December 28, 2025, and approved executive compensation on an advisory basis. They also greenlit an amendment boosting shares under the 2019 Long-Term Incentive Plan, despite 5.3 million votes against. Governance stays steady. A proxy error corrected the 2026 proposal deadline to December 5.
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