Jersey Mike's (JMKE) major holders sell 4.41M shares in secondary deal

Rhea-AI Filing Summary

Entities associated with Abu Dhabi Investment Authority, including Platinum International Investment Holding RSC Ltd and Platinum Falcon B 2018 RSC Ltd, reported an indirect sale of 4,411,064 shares of Jersey Mike's Subs Inc. Class A Common Stock at $21.85 per share, reflecting the secondary public offering price less an underwriting discount. Following the transaction, the reporting group is shown with 36,114,272 shares held indirectly, with each party disclaiming beneficial ownership beyond its pecuniary interest.

Insider Trade Summary

Net Seller: 4,411,064 shares

Net Sell 1 txn

Insider Abu Dhabi Investment Authority, Platinum International Investment Holding RSC Ltd, Platinum Falcon B 2018 RSC Ltd

Role 10% Owner | 10% Owner | 10% Owner

Sold 4,411,064 shs ($96.38M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3	4,411,064	$21.85	$96.38M

Holdings After Transaction: Class A Common Stock — 36,114,272 shares (Indirect, See Explanation)

Footnotes (3)

1. F1. This amount represents the $23.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer"), less the underwriting discount of $1.15 per share sold by the Reporting Persons in connection with the Issuer's initial public offering.
2. F2. Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") may be deemed to share the power to dispose of 4,411,064 shares of Class A Common Stock of the Issuer sold directly by Boardwalk II Aggregator L.P. Platinum International Investment Holdings RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Class A Common Stock reported herein.
3. F3. Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, if any, and this Statement shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or any other purpose.

Key Figures

Shares sold: 4,411,064 shares Sale price per share: $21.85 per share Shares held after transaction: 36,114,272 shares +2 more

5 metrics

Shares sold 4,411,064 shares Class A Common Stock sold indirectly by entities associated with ADIA

Sale price per share $21.85 per share Secondary public offering price of $23.00 less $1.15 underwriting discount

Shares held after transaction 36,114,272 shares Indirect Class A Common Stock position reported after the sale

Secondary public offering price $23.00 per share Secondary public offering price for Class A Common Stock

Underwriting discount $1.15 per share Discount deducted from secondary public offering price to derive net price

Key Terms

secondary public offering, underwriting discount, beneficially own, pecuniary interest, +1 more

5 terms

secondary public offering financial

"represents the $23.00 secondary public offering price per share of Class A"

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

underwriting discount financial

"price per share of Class A common stock, less the underwriting discount of $1.15"

The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.

beneficially own financial

"Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interest financial

"disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest"

Section 16 beneficial ownership regulatory

"disclaims Section 16 beneficial ownership of the reported securities except to the extent"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/10/2026 - 08:24 PM Accepted by SEC EDGAR 08/04/2026 - 06:01 AM Learn about SEC filing dates

FAQ

What did Abu Dhabi Investment Authority report in this Form 4 for JMKE?

Abu Dhabi Investment Authority–related entities reported an indirect sale of 4,411,064 Class A shares of Jersey Mike's Subs Inc. at $21.85 per share in connection with a secondary public offering.

How many Jersey Mike's (JMKE) shares were sold in this insider transaction?

The filing reports a sale of 4,411,064 shares of Jersey Mike's Subs Inc. Class A Common Stock by entities associated with Abu Dhabi Investment Authority through a secondary public offering.

What price per share did the JMKE shares sell for in this Form 4?

The reported sale price was $21.85 per share, which represents the $23.00 secondary public offering price of Class A Common Stock minus a $1.15 underwriting discount per share.

How many JMKE shares do the reporting persons hold after this transaction?

After the reported sale, the filing shows the reporting group with 36,114,272 shares of Jersey Mike's Subs Inc. Class A Common Stock held indirectly, subject to each party’s pecuniary-interest limitation.

Who actually sold the JMKE shares mentioned in this Form 4?

The shares were sold directly by Boardwalk II Aggregator L.P., with Platinum Falcon B 2018 RSC Ltd, Platinum International Investment Holding RSC Ltd, and Abu Dhabi Investment Authority deemed to share disposal power over the 4,411,064 shares.

Was this JMKE insider sale made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as using a plan, and the footnotes do not indicate that the 4,411,064-share sale was executed under a pre-arranged trading plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Abu Dhabi Investment Authority

(Last) (First) (Middle)

211 CORNICHE STREET, PO BOX 3600

(Street)

ABU DHABI

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Jersey Mike's Subs Inc. [ JMKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/31/2026		S		4,411,064(1)	D	$21.85(1)(2)	36,114,272(3)	I(2)(3)	See Explanation(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Abu Dhabi Investment Authority

(Last) (First) (Middle)

211 CORNICHE STREET, PO BOX 3600

(Street)

ABU DHABI

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Platinum International Investment Holding RSC Ltd

(Last) (First) (Middle)

LEVEL 26, AL KHATEM TOWER, ABU DHABI

GLOBAL MARKET SQUARE, AL MARYAH ISLAND

(Street)

ABU DHABI

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Platinum Falcon B 2018 RSC Ltd

(Last) (First) (Middle)

LEVEL 26, AL KHATEM TOWER, ABU DHABI

GLOBAL MARKET SQUARE, AL MARYAH ISLAND

(Street)

ABU DHABI

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This amount represents the $23.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer"), less the underwriting discount of $1.15 per share sold by the Reporting Persons in connection with the Issuer's initial public offering.

2. Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") may be deemed to share the power to dispose of 4,411,064 shares of Class A Common Stock of the Issuer sold directly by Boardwalk II Aggregator L.P. Platinum International Investment Holdings RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Class A Common Stock reported herein.

3. Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, if any, and this Statement shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or any other purpose.

	ABU DHABI INVESTMENT AUTHORITY, By: /s/ Saif Almashghouni, Name: Saif Almashghouni, Title: Authorized Signatory, By: /s/ Hamad AlDhaheri, Name: Hamad AlDhaheri, Title: Authorized Signatory	08/04/2026
	PLATINUM INTERNATIONAL INVESTMENT HOLDING RSC LIMITED, By: /s/ Saeed Aldhaheri, Name: Saeed Aldhaheri, Title: Authorized Signatory, By: /s/ Ahmed Almehairbi, Name: Ahmed Almehairbi, Title: Authorized Signatory	08/04/2026
	PLATINUM FALCON B 2018 RSC LIMITED, By: /s/ Saeed Aldhaheri, Name: Saeed Aldhaheri, Title: Authorized Signatory, By: /s/ Ahmed Almehairbi, Name: Ahmed Almehairbi, Title: Authorized Signatory	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)