Potbelly Investor Alert: Kahn Swick & Foti Investigates Proposed Sale to RaceTrac, Inc.

Kahn Swick & Foti, LLC is investigating the proposed sale of Potbelly Corporation to RaceTrac, Inc. The firm is examining whether the consideration and process are adequate, or if the consideration undervalues the company. If you believe the transaction undervalues the company, you can contact KSF without obligation or cost to discuss your legal rights. The transaction is structured as a tender offer, so time may be of the essence.

New York, Sept. 12, 2025 – Kahn Swick & Foti, LLC, a prominent investor rights law firm, has initiated an investigation into the proposed sale of Potbelly Corporation (NASDAQ: PBPB) to RaceTrac, Inc. The firm is examining whether the consideration and process of the transaction are adequate, or if the consideration undervalues the company. If you believe the transaction undervalues the company, you can contact KSF without obligation or cost to discuss your legal rights. The transaction is structured as a tender offer, so time may be of the essence.

The investigation comes amidst growing concerns among shareholders about the fairness of the deal. According to the terms of the agreement, RaceTrac will acquire Potbelly in an all-cash transaction for $17.12 per share SHAREHOLDER INVESTIGATION: Halper Sadeh LLC Investigates PBPB, VMEO, AL, VTLE on Behalf of Shareholders^[1]. This deal is valued at approximately $566 million, with Potbelly shareholders receiving $17.12 per share in cash.

Kahn Swick & Foti, LLC is not the only firm examining this transaction. Halper Sadeh LLC and Brodsky & Smith have also launched investigations into the deal, expressing concerns about whether the Potbelly Board breached its fiduciary duties to shareholders by failing to conduct a fair process and whether the deal consideration provides fair value to the Company’s shareholders BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Potbelly Corporation (Nasdaq – PBPB), Vimeo, Inc. (Nasdaq – VMEO), Air Lease Corporation (NYSE – AL), Vital Energy, Inc. (NYSE – VTLE)^[2].

The investigations highlight the importance of due diligence in mergers and acquisitions. Shareholders are encouraged to stay informed and seek legal advice if they have concerns about the fairness of the transaction. The firm's investigation is ongoing, and further details are expected to be released as the process unfolds.