Under what circumstances does Potbelly Sandwich Works have the option to purchase a franchisee's business?

According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, Potbelly Sandwich Works has the option to purchase a franchisee's business under specific circumstances related to the termination or expiration of the franchise agreement.

Potbelly Sandwich Works retains the right to buy the Shop's assets at fair market value and/or receive an assignment or sublease of the Shop's site. This option becomes available to Potbelly Sandwich Works after the Franchise Agreement is terminated or expires without being renewed. This provision is outlined in Section 15.E. of the Franchise Agreement and does not apply to the SDAA (presumably a separate development agreement).

This clause is a standard inclusion in franchise agreements, allowing Potbelly Sandwich Works to maintain control over locations, particularly those that are strategically important or have demonstrated success. For a prospective franchisee, this means that upon the end of the franchise term or earlier termination, Potbelly Sandwich Works could decide to take over the location, potentially preventing the franchisee from continuing the business independently or with another brand. It is important for franchisees to understand the conditions under which termination can occur, as outlined in Item 17, and to consider this possibility when evaluating the franchise opportunity.