Potbelly Corporation

09/10/2025 | Press release | Distributed by Public on 09/10/2025 15:07

Excerpts from a Wall Street Journal article, published on September 10, 2025 (Form SC14D9C)

Potbelly Chief Executive Robert Wright said that Potbelly and RaceTrac would remain distinct brands after the deal closes. "Their strategy isn't necessarily to put a Potbelly in every RaceTrac," he said.

Rather, Wright said, the sandwich brand hopes the new ownership will help it reach its goal of 2,000 stores.

. . .

Wright said that Atlanta-based RaceTrac made an unsolicited approach to the sandwich company, and that the deal came together quickly.

. . .

Wright said the investor pressure didn't affect the decision to sell the chain.

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.

Potbelly Corporation published this content on September 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 10, 2025 at 21:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]