Jersey Mike's majority owner pledges 54% stake for $1.09B

Rhea-AI Filing Summary

Jersey Mike’s Subs Inc. (JMKE) reports that affiliates of investment funds associated with Blackstone, its current majority owners, entered into margin loan agreements on September 16, 2026 for aggregate borrowings of approximately $1.09 billion, secured by a large pledge of the company’s equity and related units.

The Blackstone affiliates pledged 127,631,450 Class A shares, 44,990,370 Class B shares and 44,990,370 Common Units, which together represented about 54.3% of issued and outstanding Class A common stock on an as-exchanged basis as of the closing date. In a default, secured parties may foreclose on the pledged equity. Jersey Mike’s is not a party to the loan documents and has no obligations under them, but agreed in letters to lenders not to take actions intended to materially hinder or delay their exercise of remedies, subject to law and stock exchange rules.

Positive

• None.

Negative

• Over half of economic interest pledged as collateral: Blackstone affiliates pledged equity representing about 54.3% of issued and outstanding Class A common stock on an as-exchanged basis, introducing potential ownership and control uncertainty if lenders ever foreclose following a default under the margin loans.
• Large leveraged position at majority owner level: The margin loan structure provides for aggregate borrowings of approximately $1.09 billion secured by Jersey Mike’s equity, exposing shareholders to indirect financing risk largely outside the company’s governance structure.

Filing Explained

The September 16 disclosure concerns an arrangement that could lead to a future change in control if a loan default permits foreclosure; it does not report that control has changed, and the company says it did not independently verify the disclosure.

8-K Event Classification

2 items: 5.01, 8.01

2 items

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Aggregate borrowings under margin loan agreements: $1.09 billion Class A Pledged Shares: 127,631,450 shares Class B Pledged Shares: 44,990,370 shares +2 more

5 metrics

Aggregate borrowings under margin loan agreements $1.09 billion Aggregate borrowings provided for under the margin loan agreements as of September 16, 2026

Class A Pledged Shares 127,631,450 shares Class A common stock pledged as collateral under the pledge agreements

Class B Pledged Shares 44,990,370 shares Class B common stock pledged as collateral under the pledge agreements

Pledged Common Units 44,990,370 units Common Units of Jersey Mike’s HoldCo, LLC pledged as collateral

Pledged collateral as percentage of Class A 54.3% Portion of issued and outstanding Class A common stock on an as-exchanged basis represented by pledged collateral as of September 16, 2026

Key Terms

margin loan agreements, Pledge Agreements, Pledged Collateral, Common Units, +1 more

5 terms

margin loan agreements financial

"entered into under one or more margin loan agreements, each dated as of the Closing Date"

Pledge Agreements financial

"Pursuant to one or more pledge and security agreements (collectively, the “Pledge Agreements”)"

Pledged Collateral financial

"the Pledged Units and together with the Pledged Shares, the “Pledged Collateral”"

Common Units financial

"44,990,370 common units (the “Common Units”) of Jersey Mike’s HoldCo, LLC"

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

Secured Parties financial

"the Secured Parties (as defined in the Loan Agreements) may foreclose"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Jersey Mike’s Subs Inc. (JMKE) disclose about Blackstone’s margin loans?

Jersey Mike’s disclosed that affiliates of Blackstone entered into margin loan agreements totaling about $1.09 billion, secured by substantial pledges of Jersey Mike’s Class A and Class B shares and Common Units. In a default, secured parties may foreclose on the pledged equity interests.

How many Jersey Mike’s shares have been pledged under the margin loans?

Blackstone-affiliated borrowers pledged 127,631,450 shares of Class A common stock and 44,990,370 shares of Class B common stock of Jersey Mike’s, plus 44,990,370 Common Units of Jersey Mike’s HoldCo, LLC as collateral under the margin loan and pledge agreements.

What percentage of JMKE’s equity does the pledged collateral represent?

As of September 16, 2026, the pledged collateral represented approximately 54.3% of the issued and outstanding Class A common stock, assuming exchange of all outstanding Common Units (other than those held by the company) and corresponding Class B shares into Class A on a one-for-one basis.

Is Jersey Mike’s Subs Inc. a party to Blackstone’s loan documents?

No. Jersey Mike’s states it is not a party to the loan agreements or pledge agreements and has no obligations under them. The company also notes it did not independently verify or participate in preparing the disclosure from Blackstone affiliates.

What commitments did Jersey Mike’s make to the margin loan lenders?

Jersey Mike’s delivered letter agreements to the new and existing margin loan lenders agreeing, subject to applicable law and stock exchange rules, not to take actions intended to materially hinder or delay the exercise of remedies by those lenders under the pledge agreements.

Could the margin loans lead to a change of control at JMKE?

The company discloses that in the event of a default, the secured parties may foreclose on any or all pledged shares and units. Because the pledged collateral equals about 54.3% of the Class A common stock on an as-exchanged basis, foreclosure could affect control of Jersey Mike’s.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2026

Jersey Mike’s Subs Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-43426	41-5138619
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Commvault Way, S300, Tinton Falls, NJ 07724

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (732) 223-4044

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐		Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐		Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		JMKE		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.01 Changes in Control of Registrant.

(b) Information required by Item 403(c) of Regulation S-K regarding arrangements known to the registrant which may at a subsequent date result in a change of control.

The information set forth under Item 8.01 below is incorporated by reference into this Item 5.01.

Item 8.01 Other Events.

On September 16, 2026 (the “Closing Date”), affiliates of certain investment funds associated with or designated by Blackstone Inc. (“Blackstone”) that are the current majority owners of Jersey Mike’s Subs Inc. (the “Company”), informed the Company as follows:

“As of the Closing Date, affiliates of Blackstone (the “Borrowers”) have entered into under one or more margin loan agreements, each dated as of the Closing Date, with Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto from time to time (the “Lenders”), which, together with existing margin loan agreements, provide for aggregate borrowings of approximately $1.09 billion (collectively, the “Loan Agreements”). Pursuant to one or more pledge and security agreements (collectively, the “Pledge Agreements” and, together with the Loan Agreements, the “Loan Documents”), to secure borrowings under the Loan Agreements, the Borrowers have collectively pledged 127,631,450 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “Class A Pledged Shares”), 44,990,370 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) of the Company (the “Class B Pledged Shares” and, together with the Class A Pledged Shares, the “Pledged Shares”) and 44,990,370 common units (the “Common Units”) of Jersey Mike’s HoldCo, LLC (the “Pledged Units” and together with the Pledged Shares, the “Pledged Collateral”). As of the Closing Date, the Pledged Collateral represented approximately 54.3% of the issued and outstanding Class A Common Stock, assuming the exchange of all outstanding Common Units (other than those held directly or indirectly by the Company), together with a corresponding number of shares of Class B Common Stock, for shares of Class A Common Stock on a one for one basis.

The Loan Agreements contain customary default provisions. In the event of a default under the Loan Agreements by the Borrowers, the Secured Parties (as defined in the Loan Agreements) may foreclose upon any and all Pledged Shares and the Pledged Units.”

The Company did not independently verify or participate in the preparation of the foregoing disclosure. In addition, the Company is not a party to the Loan Documents and has no obligations thereunder, but has delivered letter agreements to each of the Lenders and the lenders party to existing margin loan agreements (the “Existing Lenders”) in which it has, among other things, agreed, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies by the Lenders and the Existing Lenders under the Pledge Agreements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 22, 2026	Jersey Mike’s Subs Inc.
	By	/s/ Michele Allen
	Name:	Michele Allen
	Title:	Chief Financial Officer

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