RaceTrac announced Wednesday that it will acquire quick-service brand Potbelly for roughly $566 million, a move that will take the sandwich chain private for the first time in over a decade.

The acquisition is expected to close in the fourth quarter of 2025. Until the transaction closes, both companies will continue to operate independently.

The restaurant chain enters the deal with more than 445 shops across the U.S. The fast casual, founded in Chicago 40-plus years ago, has a long-term goal of reaching 2,000 shops nationwide. That path is guided by franchising. In the second quarter, Potbelly added 54 new franchise shop commitments, the most it’s ever done in one quarter, finishing with 369 restaurants in development.

“RaceTrac’s strategic vision including their commitment to quality align perfectly with our mission to delight customers with great food and good vibes,” Potbelly CEO Bob Wright said in a statement. “We have positioned Potbelly for accelerated franchise-led growth in recent years, and this transaction fortifies our path while delivering certain and immediate value to our shareholders. With RaceTrac’s resources, we will unlock new opportunity for this incredible brand while staying true to the neighborhood sandwich shop experience that makes Potbelly special.”

Meanwhile, RaceTrac operates more than 800 c-stores across 14 states under the RaceTrac and RaceWay brands and oversees sites under approximately 1,200 Gulf-branded stores in the U.S. and Puerto Rico. The family-owned company was founded in 1934 and has more than 10,000 employees.

A news release stated the two companies have “complementary strengths as multi-unit, multi-market consumer facing businesses” with core strengths in real estate, franchising, operations, food innovation and marketing.

“Our companies, combined, have spent over 130 years delighting guests by providing them with welcoming smiles and a place to enjoy life’s everyday moments. We are proud of Potbelly’s legacy as a beloved neighborhood sandwich shop and are excited to expand our family of convenience-driven brands,” Natalie Morhous, CEO and chairman of the board at RaceTrac, said in a statement. “I’m pleased to welcome Potbelly’s more than 5,200 team members and franchise partners to the RaceTrac family. Together, we’ll serve guests in even more meaningful ways.”

Wright joined the Potbelly team as CEO in 2020 and introduced a five-pillar transformation plan—offering high-quality food, fostering an energetic team, focusing on services that encourage loyalty and word-of-mouth growth, boosting digital and brand awareness, and driving franchised-focused development.

The overall strategy has made an impact. Potbelly’s same-store sales lifted 3.2% in the second quarter, backed by positive traffic. Shop-level margins increased to 16.7% and adjusted EBITDA came in at $9.6 million, the high end of the chain’s guidance. Despite inflationary pressures, the sandwich giant has maintained favorable investment economics. The chain’s sales-to-investment ratio is about 2-to-1, with AUV over $1.3 million and build costs typically between $600,000 and $700,000.