ADIA affiliates sell 382K Jersey Mike's shares

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. (JMKE) had a Form 4 filed for entities associated with Abu Dhabi Investment Authority reporting an indirect sale of 382,134 shares of Class A Common Stock on 2026-08-25 at $21.85 per share, reflecting the $23.00 secondary public offering price less a $1.15 underwriting discount. The shares were sold directly by Boardwalk II Aggregator L.P. in connection with a partial exercise of the underwriters' option to purchase additional shares. After this transaction, the reporting structure (through Platinum Falcon B 2018 RSC Ltd and Platinum International Investment Holding RSC Ltd) shows 35,732,138 shares of Class A Common Stock held indirectly, with each reporting person disclaiming beneficial ownership beyond its pecuniary interest.

Insider Trade Summary

Net Seller: 382,134 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 382,134 shs ($8.35M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3	382,134	$21.85	$8.35M

Holdings After Transaction: Class A Common Stock — 35,732,138 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 a partial exercise of the underwriters' option to purchase additional shares.
2. F2. Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") may be deemed to share the power to dispose of 382,134 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: 382,134 shares of Class A Common Stock Sale price per share: $21.85 per share Secondary public offering price: $23.00 per share +2 more

5 metrics

Shares sold 382,134 shares of Class A Common Stock Indirect sale on 2026-08-25 in connection with a secondary offering

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

Secondary public offering price $23.00 per share Price per share of Class A Common Stock in the secondary public offering

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

Shares indirectly held after transaction 35,732,138 shares Indirect holdings of Class A Common Stock reported following the sale

Key Terms

secondary public offering, underwriters' option, 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.

underwriters' option financial

"sold by the Reporting Persons in connection with a partial exercise of the underwriters' option"

An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.

beneficially own financial

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

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 regulatory

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

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

What insider transaction did JMKE report in this Form 4?

The Form 4 reports an indirect sale of 382,134 shares of Jersey Mike's Subs Inc. Class A Common Stock on 2026-08-25, executed in connection with a secondary public offering and a partial exercise of the underwriters' option to purchase additional shares.

What was the sale price for the JMKE shares in this insider transaction?

The reported sale price was $21.85 per share, representing the $23.00 secondary public offering price of Jersey Mike's Subs Inc. Class A Common Stock less the $1.15 per-share underwriting discount in the underwriters' partial option exercise.

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

After the reported sale, entities associated with the reporting persons are shown as indirectly holding 35,732,138 shares of Jersey Mike's Subs Inc. Class A Common Stock, with each reporting person disclaiming beneficial ownership beyond its respective pecuniary interest.

Who are the reporting persons in this JMKE Form 4 filing?

The reporting persons are Abu Dhabi Investment Authority, Platinum International Investment Holding RSC Ltd, and Platinum Falcon B 2018 RSC Ltd. The filing states they may be deemed to beneficially own the reported Class A Common Stock through their ownership structure.

Were the JMKE insider sales made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmatively checked (aff_10b5_one is false), and the footnotes do not state that the sale was made pursuant to a Rule 10b5-1 trading plan.

Who sold the JMKE shares associated with this Form 4 transaction?

The footnotes state that Boardwalk II Aggregator L.P. sold 382,134 shares of Jersey Mike's Subs Inc. Class A Common Stock, and that the reporting persons may be deemed to share the power to dispose of those shares through their ownership relationships.

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Available on EDGAR 08/27/2026 - 12:11 PM Accepted by SEC EDGAR 08/27/2026 - 12:10 PM Learn about SEC filing dates

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)
08/25/2026

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	08/25/2026		S		382,134(1)	D	$21.85(1)(2)	35,732,138(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 a partial exercise of the underwriters' option to purchase additional shares.

2. Platinum Falcon B 2018 RSC Limited ("Platinum Falcon") may be deemed to share the power to dispose of 382,134 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/ Hamad AlDhaheri, Name: Hamad AlDhaheri, Title: Authorized Signatory, By: /s/ Saif AlMashghouni, Name: Saif AlMashghouni, Title: Authorized Signatory	08/27/2026
	PLATINUM INTERNATIONAL INVESTMENT HOLDING RSC LIMITED, By: /s/ Saif AlMashghouni, Name: Saif AlMashghouni, Title: Authorized Signatory, By: /s/ Mohamed AlMazrouei, Name: Mohamed AlMazrouei, Title: Authorized Signatory	08/27/2026
	PLATINUM FALCON B 2018 RSC LIMITED, By: /s/ Saif AlMashghouni, Name: Saif AlMashghouni, Title: Authorized Signatory, By: /s/ Mohamed AlMazrouei, Name: Mohamed AlMazrouei, Title: Authorized Signatory	08/27/2026
	** 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)