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  4. [Form 4] Jersey Mike's Subs Inc. Insider Trading Activity

Blackstone sells part of Jersey Mike's (JMKE) IPO stake

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. (JMKE) received a filing from entities affiliated with Blackstone Inc., including Blackstone Holdings II L.P., reporting indirect transactions in the company’s equity. On August 24, 2026, they converted 571,237 Common Units of Jersey Mike's HoldCo, LLC into an equal number of Class A Common Stock under an exchange agreement. On August 25, 2026, affiliated entities sold a total of 2,572,560 shares of Class A Common Stock at $21.85 per share in connection with the underwriters’ over-allotment option of the company’s initial public offering, while a corresponding 571,237 Class B Common Stock shares were automatically cancelled, leaving 53,270,810 Class B shares outstanding. The reporting persons generally disclaim beneficial ownership of securities held by the affiliated entities except to the extent of their pecuniary interest.

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Insights

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Insider Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., SCHWARZMAN STEPHEN A
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 2,572,560 shs ($56.21M)
Approx. gross sale proceeds $56.21M
Type Security Shares Price Value
Sale Class A Common Stock F2, F3, F5, F6, F7 571,237 $21.85 $12.48M
Sale Class A Common Stock F2, F4, F5, F6, F7 2,001,323 $21.85 $43.73M
Other Class B Common Stock F8, F3, F5, F6, F7 571,237 -- --
Conversion Common Units of Jersey Mike's HoldCo, LLC F1, F3, F5, F6, F7 571,237 $0.00 $0.00
Conversion Class A Common Stock F1, F3, F5, F6, F7 571,237 -- --
Holdings After Transaction: Common Units of Jersey Mike's HoldCo, LLC — 53,270,810 shares (Indirect, See Footnotes); Class A Common Stock — 187,137,212 shares (Indirect, See Footnotes); Class B Common Stock — 53,270,810 shares (Indirect, See Footnotes)
Footnotes (8)
  1. F1. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have the right to exchange their common units of Jersey Mike's HoldCo, LLC ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (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.
  2. F2. This amount represents the $23.00 secondary public offering price per share of Class A Common Stock of the Issuer, less the underwriting discount of $1.15 per share sold by the Reporting Persons in connection with the underwriters' exercise of their over-allotment option relating to the Issuer's initial public offering.
  3. F3. Reflects securities of the Issuer held directly by Submarine Buyer 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.
  4. F4. Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P.
  5. 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.
  6. F6. 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, as amended, 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.
  7. F7. 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.
  8. F8. Shares of the Issuer's Class B common stock ("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 the sale of the Common Units, an equivalent number of shares of Class B Common Stock were automatically cancelled.
Shares of Class A Common Stock sold 2,572,560 shares Total indirect sales on August 25, 2026 by affiliated entities
Sale price per share $21.85 per share Price for Class A Common Stock sales on August 25, 2026
Secondary public offering price $23.00 per share Secondary public offering price for JMKE Class A Common Stock
Underwriting discount $1.15 per share Discount deducted from $23.00 secondary offering price for selling holders
Common Units converted 571,237 units Jersey Mike's HoldCo, LLC Common Units exchanged into Class A Common Stock on August 24, 2026
Class B Common Stock cancelled 571,237 shares Class B shares automatically cancelled upon sale of corresponding Common Units
Class B Common Stock outstanding after transaction 53,270,810 shares Indirect holdings following the Class B cancellation described
Exchange ratio for Common Units 1 Common Unit for 1 Class A Common Stock share Exchange agreement dated July 29, 2026, rights do not expire
over-allotment option financial
"in connection with the underwriters' exercise of their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
secondary public offering financial
"represents the $23.00 secondary public offering price per share"
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.
exchange agreement financial
"Pursuant to the terms of an exchange agreement, dated as of July 29, 2026"
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.
Class B Common Stock financial
"Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value"
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.
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"

FAQ

What insider transactions were reported for JMKE on August 24-25, 2026?
Affiliates of Blackstone reported converting 571,237 Common Units of Jersey Mike's HoldCo, LLC into Class A Common Stock on August 24, 2026, and selling a total of 2,572,560 Class A shares on August 25, 2026, all held indirectly through affiliated entities.

At what price were the Jersey Mike's Subs Inc. (JMKE) shares sold?
The filing reports sales of Class A Common Stock at $21.85 per share. A footnote explains this equals the $23.00 secondary public offering price per share of JMKE Class A stock, less the $1.15 per-share underwriting discount for shares sold by the reporting persons.

How many Jersey Mike's (JMKE) shares did Blackstone affiliates sell in total?
Blackstone-affiliated entities reported selling an aggregate of 2,572,560 shares of JMKE Class A Common Stock on August 25, 2026, across two indirect sale transactions of 571,237 and 2,001,323 shares, in connection with the underwriters’ over-allotment option.

What happened to JMKE Class B Common Stock in this insider transaction?
The filing states that 571,237 shares of JMKE Class B Common Stock were automatically cancelled upon sale of the corresponding Common Units. After this, 53,270,810 Class B shares remained outstanding. Class B shares have no economic value and carry one vote per share.

Do the Blackstone reporting persons claim full beneficial ownership of the JMKE shares?
No. The filing states that, other than securities they directly hold, each reporting person disclaims beneficial ownership of securities held by other reporting persons, except to the extent of that person’s pecuniary interest in those securities.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Blackstone Holdings II L.P.
(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/24/2026C571,237A(1)714,936ISee Footnotes(3)(5)(6)(7)
Class A Common Stock08/25/2026S571,237D$21.85(2)143,699ISee Footnotes(3)(5)(6)(7)
Class A Common Stock08/25/2026S2,001,323D$21.85(2)187,137,212ISee Footnotes(4)(5)(6)(7)
Class B Common Stock08/25/2026J(8)571,237D(8)53,270,810ISee Footnotes(3)(5)(6)(7)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units of Jersey Mike's HoldCo, LLC(1)08/24/2026C571,237 (1) (1)Class A Common Stock571,237$053,270,810ISee Footnotes(3)(5)(6)(7)
1. Name and Address of Reporting Person*
Blackstone Holdings II L.P.
(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Holdings I/II GP L.L.C.
(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Inc.
(Last)(First)(Middle)
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.
(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A
(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026, holders have the right to exchange their common units of Jersey Mike's HoldCo, LLC ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (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.
2. This amount represents the $23.00 secondary public offering price per share of Class A Common Stock of the Issuer, less the underwriting discount of $1.15 per share sold by the Reporting Persons in connection with the underwriters' exercise of their over-allotment option relating to the Issuer's initial public offering.
3. Reflects securities of the Issuer held directly by Submarine Buyer 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.
4. Reflects securities of the Issuer held directly by Boardwalk II Aggregator L.P.
5. 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.
6. 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, as amended, 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.
7. 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.
8. Shares of the Issuer's Class B common stock ("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 the sale of the Common Units, an equivalent number of shares of Class B Common Stock were automatically cancelled.
Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed separate Forms 4.
/s/ See Exhibit 99.108/26/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR