Jersey Mike's details Blackstone 10% stake
Jersey Mike's Subs Inc. (JMKE) reports that investment entities affiliated with Blackstone, including Boardwalk ML Holdco I L.P. and Boardwalk ML Holdco II L.P., are ten percent owners and now hold their interests through newly formed holding partnerships.
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reports that investment entities affiliated with Blackstone, including Boardwalk ML Holdco I L.P. and Boardwalk ML Holdco II L.P., are ten percent owners and now hold their interests through newly formed holding partnerships. On August 28, 2026, Submarine Buyer LLC contributed 13,083,987 Common Units of Jersey Mike's HoldCo, LLC, together with 13,083,987 shares of Class B Common Stock and 35,294 shares of Class A Common Stock, to Boardwalk ML Holdco I L.P., while Boardwalk Aggregator II L.P. contributed 45,963,275 shares of Class A Common Stock to Boardwalk ML Holdco II L.P. The Common Units are exchangeable into Class A Common Stock on a one-for-one basis under an exchange agreement and the associated Class B shares, which have voting rights but no economic value, are cancelled upon exchange. The reporting persons state that these are internal contributions and that no securities of the issuer were purchased, sold or otherwise transferred in connection with these restructurings, and they each disclaim beneficial ownership except to the extent of their pecuniary interest.
Positive
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Insights
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Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Boardwalk ML Holdco I L.P., Boardwalk ML Holdco I GP LLC, Boardwalk ML Holdco II L.P., Boardwalk ML Holdco II GP LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units of Jersey Mike's HoldCo, LLC F9, F1, F3, F5, F6, F7 | -- | -- | -- |
| holding | Class A Common Stock F1, F3, F5, F6, F7 | -- | -- | -- |
| holding | Class A Common Stock F2, F4, F5, F6, F7 | -- | -- | -- |
| holding | Class B Common Stock F8, F1, F3, F5, F6, F7 | -- | -- | -- |
Holdings After Transaction:
Common Units of Jersey Mike's HoldCo, LLC — 13,083,987 contracts (Indirect, See Footnotes);
Class A Common Stock — 45,998,569 shares (Indirect, See Footnotes);
Class B Common Stock — 13,083,987 shares (Indirect, See Footnotes)
Footnotes (9)
- F1. On August 28, 2026, Submarine Buyer LLC contributed 35,294 shares of Class A common stock (the "Class A Common Stock") and 13,083,987 shares of Class B common stock (the "Class B Common Stock") of Jersey Mike's Subs Inc. ("Issuer") and 13,083,987 common units of Jersey Mike's HoldCo, LLC ("Common Units") previously held directly by it to its wholly-owned subsidiary Boardwalk ML Holdco I LP. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein.
- F2. On August 28, 2026, Boardwalk Aggregator II LP contributed 45,963,275 shares of Class A Common Stock of the Issuer previously held directly by it to its wholly-owned subsidiary Boardwalk ML Holdco II LP. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein.
- F3. Reflects securities of the Issuer held directly by Boardwalk ML Holdco I LP. Boardwalk ML Holdco I GP LLC is the general partner of Boardwalk ML Holdco I L.P. Submarine Buyer LLC is the sole member of Boardwalk ML Holdco I LP and Boardwalk ML Holdco I GP LLC. Submarine Buyer Holdco LLC is the sole member of Submarine Buyer LLC. Boardwalk I Aggregator L.P. is the managing member of Submarine Buyer Holdco LLC.
- F4. Reflects securities of the Issuer held directly by Boardwalk ML Holdco II LP. Boardwalk ML Holdco II GP LLC is the general partner of Boardwalk ML Holdco II L.P. Boardwalk II Aggregator L.P. is the sole limited partner of Boardwalk ML Holdco II LP and the sole member of Boardwalk ML Holdco II GP LLC.
- F5. BCP 9 Holdings Manager L.L.C. is the general partner of Boardwalk I Aggregator L.P. and Boardwalk II Aggregator L.P. Blackstone Management Associates IX L.P. is the managing member of BCP 9 Holdings Manager L.L.C. BMA IX L.L.C. is the general partner of Blackstone Management Associates IX L.P. Blackstone Holdings II L.P. is the managing member of BMA IX L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- F6. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F7. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F8. Shares of the Issuer's Class B Common Stock have no economic value and have one vote per share. One share of Class B Common Stock is issued for each Common Unit held. Upon an exchange of Common Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder are automatically cancelled.
- F9. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have the right to exchange their Common Units for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire.
Key Figures
Common Units held: 13,083,987 Common Units
Class B Common Stock held: 13,083,987 shares
Class A Common Stock contributed to Holdco I: 35,294 shares
+3 more
6 metrics
Common Units held
13,083,987 Common Units
Common Units of Jersey Mike's HoldCo, LLC held indirectly, exchangeable into Class A Common Stock
Class B Common Stock held
13,083,987 shares
Shares of Class B Common Stock associated one-for-one with the Common Units
Class A Common Stock contributed to Holdco I
35,294 shares
Class A Common Stock contributed by Submarine Buyer LLC to Boardwalk ML Holdco I L.P. on August 28, 2026
Class A Common Stock contributed to Holdco II
45,963,275 shares
Class A Common Stock contributed by Boardwalk Aggregator II L.P. to Boardwalk ML Holdco II L.P. on August 28, 2026
Class B voting rights
1 vote per share
Class B Common Stock has one vote per share but no economic value
Exchange ratio
1.0 Class A share per Common Unit
Common Units exchangeable into Class A Common Stock on a one-for-one basis under the July 29, 2026 exchange agreement
Key Terms
Common Units, Class B Common Stock, exchange agreement, pecuniary interest, +1 more
5 terms
Common Units financial
"13,083,987 common units of Jersey Mike's HoldCo, LLC ("Common Units") previously held directly"
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.
Class B Common Stock financial
"Shares of the Issuer's Class B Common Stock have no economic value and have one vote"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
exchange agreement financial
"Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant"
beneficial ownership financial
"disclaims beneficial ownership of the securities held by the other Reporting Persons,"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider ownership does the Form 3 report for JMKE?
The filing reports that affiliates of Blackstone hold 13,083,987 exchangeable Common Units, matching 13,083,987 shares of Class B Common Stock, plus 35,294 and 45,963,275 shares of Class A Common Stock through Boardwalk ML Holdco I L.P. and Boardwalk ML Holdco II L.P., respectively.
Did the reporting persons buy or sell JMKE securities in this Form 3?
No. The reporting persons state that no securities of Jersey Mike's Subs Inc. were purchased, sold or otherwise transferred in connection with the August 28, 2026 contributions, which were internal transfers to wholly owned holding entities.
What is the role of JMKE Class B Common Stock in this structure?
The filing states that JMKE Class B Common Stock has no economic value and carries one vote per share. One Class B share is issued for each Common Unit held, and when Common Units are exchanged for Class A Common Stock, an equivalent number of Class B shares are automatically cancelled.
How is beneficial ownership of JMKE securities treated by the reporting persons?
Each reporting person, other than to the extent it directly holds securities, disclaims beneficial ownership of securities held by the others, except for its pecuniary interest, and states that including these securities should not be deemed an admission of beneficial ownership.
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