FILING · MN · 2026 FDD
Potbelly Sandwich Shop FDD (Franchise Disclosure Document) — 2026
The FDD is the 23-item legal disclosure every U.S. franchisor must hand you at least 14 days before you sign or pay anything (FTC Franchise Rule, 16 CFR 436). Potbelly Sandwich Shop's most recent FDD tracked here is the 2026 FDD, filed with the Minnesota Department of Commerce (public CARDS portal). Registration-state filings are public records, so you can read it free, with no sign-up.
PUBLIC RECORD · FILED 2026 · SOURCE STATE MN
| ITEM 5 | Initial franchise fee | $40,000 |
| ITEM 6 | Ongoing royalty | 6.0% of gross sales |
| ITEM 7 | Total initial investment | $629K–$999K |
| ITEM 3 | Disclosed litigation matters | 0 |
| ITEM 19 | Earnings disclosure (FPR) | Yes — median unit volume $1.2M (population and period as defined in the filing's Item 19) |
| ITEM 20 | Outlets (fiscal 2025) | 122 franchised at year end · 2 exits (exit rate 2.0%, fiscal 2025) |
| ITEM 21 | Franchisor financial statements | Unmodified (clean) opinion — Grant Thornton LLP (FY2025 Successor/Predecessor periods and year ended December 29, 2024); Deloitte & Touche LLP (year ended December 31, 2023) |
The headline figure is Average Unit Volume (Gross Sales) for FY2025 fiscal Periods 1-12 (Jan 1 - Dec 28, 2025), for 97 of 119 units, leaving out opened during 2025, closed during 2025. The mean is 13% above the median, so a minority of high-volume units pulls the average up. It shows no costs, so it says nothing about what an owner keeps.
Graded on three things the filing states: coverage (2 points if the figure covers at least 75% of the units it is compared with, 1 point for 50–75%), centre (2 points if it prints both a median and a mean, 1 for one of them), and costs (2 points for costs through a profit line or full cost detail, 1 for some cost items). 5–6 points = More complete, 3–4 = Partial, 0–2 = Limited. The grade describes the disclosure, not the business.
| What is measured | Average Unit Volume (Gross Sales) (gross sales) |
| Period | FY2025 fiscal Periods 1-12 (Jan 1 - Dec 28, 2025) |
| Whose results | Franchised outlets |
| Units included | 97 of 119 franchised Potbelly Shops open at end of Period 12, 2025 (Dec 28, 2025) |
| Left out |
|
| Average (mean) | $1.3M |
| Median | $1.2M |
| Mean vs median | mean 12.5% above median |
| Met or beat the average | 33 / 34% (above avg) |
| Costs shown | None — sales only |
| Where | p. 70 (Item 19 runs pp. 69–74) |
Grant Thornton LLP (FY2025 Successor/Predecessor periods and year ended December 29, 2024); Deloitte & Touche LLP (year ended December 31, 2023) gave an unmodified (clean) opinion on the statements in the 2026 FDD; revenue fell 63% from FY2023 to FY2025 and it reported a net loss in FY2025.
Audit opinion
Unmodified (clean) opinion
Grant Thornton LLP (FY2025 Successor/Predecessor periods and year ended December 29, 2024); Deloitte & Touche LLP (year ended December 31, 2023) · p. 227
Revenue · FY2025
$1.5M
extracted · not cross-checked
Net income · FY2025
−$2.5M
extracted · not cross-checked
Where FY2025 revenue came from
89% royalties
initial-fee share not extracted
- Fiscal years covered: FY2023, FY2024, FY2025 (2026 FDD)
- Statements are for: not extracted
- Parent / owner: not identified in the statements
| Fiscal year | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Total revenue | $4.1Mextracted · not cross-checked | $5.9Mextracted · not cross-checked | $1.5Mextracted · not cross-checked |
| Royalty revenue | $3.9Mextracted · not cross-checked | $5.5Mextracted · not cross-checked | $1.4Mextracted · not cross-checked |
| Net income (loss) | $2.2Mextracted · not cross-checked | $4.3Mextracted · not cross-checked | −$2.5Mextracted · not cross-checked |
How to read this: royalties recur as long as franchisees trade; initial and development fees arrive only when new franchises are sold. A franchisor whose revenue leans on initial fees is funding itself by selling territories, and that revenue stops when sales slow. Under ASC 606 most franchisors recognize initial fees over the agreement term, so the line understates the cash collected in a strong selling year. Ad-fund revenue, where reported, is included in total revenue as the statements present it.
Each figure links to its page in the filed PDF. “Matched to statement” means our extraction and a second, rule-based read of the statement page agree; “extracted · not cross-checked” means the statement page is a scanned image or could not be read as text. Figures we could not place on a consistent scale are withheld, not guessed. Spotted an error? Report a correction.
Every figure above was extracted by software from the 2026 Potbelly Sandwich Shop FDD as filed (figures are not individually checked by a person) and links back to that document. Fields that could not be extracted are omitted; no figure here is estimated. Extraction errors are possible: the filing controls, and FDDs are reissued annually; verify against the current issuance before relying on any number. Spotted an error? Franchisors and owners can report it via the contact on our Terms page.
Potbelly Sandwich Shop FDD questions, answered
Where can I download the Potbelly Sandwich Shop FDD for free?
Potbelly Sandwich Shop's 2026 Franchise Disclosure Document is a public record, filed with the Minnesota Department of Commerce (public CARDS portal). It can be downloaded free from the source link on this page — no broker form, no email signup required.
What year is Potbelly Sandwich Shop's most recent FDD on file?
The most recent Potbelly Sandwich Shop FDD tracked here is the 2026 FDD, filed with the Minnesota Department of Commerce (public CARDS portal). Franchisors must update their FDD annually; confirm you are reading the current issuance before signing.
Does Potbelly Sandwich Shop's FDD disclose earnings (Item 19)?
Yes — Potbelly Sandwich Shop makes a financial performance representation in Item 19 of its 2026 FDD, reporting a median unit volume of $1.2M. Read the basis fine print: franchisors choose which units and metrics to include.
What does Potbelly Sandwich Shop's FDD Item 20 show?
In fiscal 2025, Potbelly Sandwich Shop ended with 122 franchised outlets; 2 of 102 open at the start of the year left the system (exit rate 2.0%, fiscal 2025) through terminations, non-renewals, and "ceased operations — other reasons".
The Potbelly Sandwich Shop validation checklist
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