Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
The reporting persons may be deemed to beneficially own an aggregate of 240,551,721 shares of Jersey Mike's Subs Inc. Class A common stock as of September 30, 2026. Blackstone Inc. and Stephen A. Schwarzman are each listed at 83.9%; reporting persons other than the Blackstone Holders disclaim beneficial ownership. The reported total combines Class A shares held directly by the Blackstone Holders with Common Units exchangeable for Class A shares.
The reported percentages use 233,405,414 Class A shares outstanding as of September 4, 2026, and assume conversion of all Common Units beneficially owned by each reporting person. Under an exchange agreement dated July 29, 2026, holders may exchange Common Units of Jersey Mike's HoldCo, LLC for Class A shares one-for-one; the exchange rights do not expire. Related Class B shares have no economic value and one vote per share, and are automatically canceled when the units are sold or exchanged.
Key Figures
Aggregate beneficial ownership:240,551,721 sharesReported beneficial ownership:83.9%Class A shares outstanding:233,405,414 shares+3 more
6 metrics
Aggregate beneficial ownership240,551,721 sharesReporting persons may be deemed to own this amount as of September 30, 2026.
Reported beneficial ownership83.9%Listed for Blackstone Inc. and Stephen A. Schwarzman; percentage calculations assume conversion of Common Units.
Class A shares outstanding233,405,414 sharesAs of September 4, 2026; basis for the ownership calculations.
Common Units held by Boardwalk ML Holdco I L.P.12,162,453 Common UnitsDirectly held, with an equal number of Class B shares.
Common Units held by Boardwalk ML Holdco III L.P.32,814,660 Common UnitsDirectly held, with an equal number of Class B shares.
Common Units held by Boardwalk I UNLV Holdco LP8,293,697 Common UnitsDirectly held, with an equal number of Class B shares.
Key Terms
beneficially own, Common Units, one-for-one basis, Rule 13d-3
4 terms
beneficially ownregulatory
"may be deemed to beneficially own an aggregate"
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.
Common Unitstechnical
"12,162,453 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.
one-for-one basistechnical
"for shares of Class A Common Stock on a one-for-one basis"
Rule 13d-3regulatory
"calculated pursuant to Rule 13d-3 of the Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many JMKE shares does Blackstone report as beneficially owned?
The reporting persons may be deemed to beneficially own an aggregate of 240,551,721 shares as of September 30, 2026. Blackstone Inc. and Stephen A. Schwarzman are each listed at 83.9%.
Can holders exchange Jersey Mike's Common Units for JMKE shares?
Yes. Under the exchange agreement dated July 29, 2026, holders may exchange Common Units of Jersey Mike's HoldCo, LLC for Class A common stock on a one-for-one basis, and the exchange rights do not expire. Each related Class B share has no economic value and one vote, and is automatically canceled when the unit is sold or exchanged.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Jersey Mike's Subs Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
47668J102
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Submarine Buyer LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
45,098,440.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
45,098,440.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,098,440.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk II Aggregator L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
127,510,094.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
127,510,094.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
127,510,094.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco I L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
12,195,261.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,195,261.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,195,261.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco II L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
42,725,975.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
42,725,975.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
42,725,975.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco I GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
12,195,261.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,195,261.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,195,261.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco II GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
42,725,975.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
42,725,975.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
42,725,975.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco III L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
32,903,179.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
32,903,179.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,903,179.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco IV L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
84,784,113.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
84,784,113.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,784,113.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
36.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk I UNLV Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,316,069.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,316,069.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,316,069.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk II UNLV Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
32,385,190.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
32,385,190.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,385,190.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
13.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk BXPE Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
27,241,928.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
27,241,928.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,241,928.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco III GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
32,903,179.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
32,903,179.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,903,179.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk ML Holdco IV GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
84,784,113.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
84,784,113.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,784,113.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
36.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Submarine Buyer Holdco LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
45,098,440.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
45,098,440.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,098,440.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Boardwalk I Aggregator L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
45,098,440.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
45,098,440.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,098,440.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
BCP 9 Holdings Manager L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Blackstone Management Associates IX L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
BMA IX L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Blackstone Holdings II L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Blackstone Holdings I/II GP L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Blackstone Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Blackstone Group Management L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
47668J102
1
Names of Reporting Persons
Stephen A. Schwarzman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
240,551,721.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
240,551,721.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
240,551,721.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Jersey Mike's Subs Inc.
(b)
Address of issuer's principal executive offices:
1 Commvault Way, S300, Tinton Falls, New Jersey 07724
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
i. Submarine Buyer LLC
ii. Boardwalk II Aggregator L.P.
iii. Boardwalk ML Holdco I L.P.
iv. Boardwalk ML Holdco II L.P.
v. Boardwalk ML Holdco I GP LLC
vi. Boardwalk ML Holdco II GP LLC
vii. Boardwalk ML Holdco III L.P.
viii. Boardwalk ML Holdco IV L.P.
ix. Boardwalk I UNLV Holdco LP
x. Boardwalk II UNLV Holdco LP
xi. Boardwalk BXPE Holdco LP
xii. Boardwalk ML Holdco III GP LLC
xiii. Boardwalk ML Holdco IV GP LLC
xiv. Submarine Buyer Holdco LLC
xv. Boardwalk I Aggregator L.P.
xvi. BCP 9 Holdings Manager L.L.C.
xvii. Blackstone Management Associates IX L.P.
xviii. BMA IX L.L.C.
xix. Blackstone Holdings II L.P.
xx. Blackstone Holdings I/II GP L.L.C.
xxi. Blackstone Inc.
xxii. Blackstone Group Management L.L.C.
xxiii. Stephen A. Schwarzman
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154.
(c)
Citizenship:
See Item 4 of each cover page.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
47668J102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a)-(c) with respect to each Reporting Person is set forth in Rows 5-11 of the applicable cover page hereto, and is incorporated herein by reference.
As of September 30, 2026, the Reporting Persons may be deemed to beneficially own an aggregate of 240,551,721 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") as follows: Boardwalk ML Holdco I L.P. directly holds 32,808 shares of Class A Common Stock, 12,162,453 Common Units of Jersey Mike's HoldCo, LLC (the "Common Units") and an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"); Boardwalk ML Holdco II L.P. directly holds 42,725,975 shares of Class A Common Stock; Boardwalk ML Holdco III L.P. directly holds 88,519 shares of Class A Common Stock, 32,814,660 Common Units and an equal number of shares of Class B Common Stock; Boardwalk ML Holdco IV L.P. directly holds 84,784,113 shares of Class A Common Stock; Boardwalk II Aggregator L.P. directly holds 6 shares of Class A Common Stock; Boardwalk I UNLV Holdco LP directly holds 22,372 shares of Class A Common Stock, 8,293,697 Common Units and an equal number of shares of Class B Common Stock; Boardwalk II UNLV Holdco LP directly holds 32,385,190 shares of Class A Common Stock; and Boardwalk BXPE Holdco LP directly holds 27,241,928 shares of Class A Common Stock. Boardwalk ML Holdco I L.P., Boardwalk ML Holdco II L.P., Boardwalk ML Holdco III L.P., Boardwalk ML Holdco IV L.P., Boardwalk II Aggregator L.P., Boardwalk I UNLV Holdco LP, Boardwalk II UNLV Holdco LP and Boardwalk BXPE Holdco LP are together referred to herein as the "Blackstone Holders."
Shares of the 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. 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 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. Upon a sale or 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 will be automatically cancelled.
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 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.
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 member of Boardwalk ML Holdco II GP LLC.
Boardwalk ML Holdco III GP LLC is the general partner of Boardwalk ML Holdco III L.P. Submarine Buyer LLC is the sole member of Boardwalk ML Holdco III 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.
Boardwalk ML Holdco IV GP LLC is the general partner of Boardwalk ML Holdco IV L.P. Boardwalk II Aggregator L.P. is the sole member of Boardwalk ML Holdco IV GP LLC.
BCP 9 Holdings Manager L.L.C. is the general partner of Boardwalk I Aggregator L.P., Boardwalk II Aggregator L.P., Boardwalk I UNLV Holdco LP, Boardwalk II UNLV Holdco LP and Boardwalk BXPE Holdco LP. 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 its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the Class A Common Stock beneficially owned directly by the Blackstone Holders or indirectly controlled by it or them, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Holders to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Class A Common Stock listed on such Reporting Person's cover page, calculated pursuant to Rule 13d-3 of the Act.
Calculations are based on 233,405,414 shares of Class A Common Stock outstanding as of September 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 9, 2026, and assumes the conversion of all of the Common Units beneficially owned by each respective Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the information set forth in Row 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See the information set forth in Row 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See the information set forth in Row 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See the information set forth in Row 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Submarine Buyer LLC
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk II Aggregator L.P.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk ML Holdco I L.P.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk ML Holdco II L.P.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk ML Holdco I GP LLC
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk ML Holdco II GP LLC
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk ML Holdco III L.P.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk ML Holdco IV L.P.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk I UNLV Holdco LP
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk II UNLV Holdco LP
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk BXPE Holdco LP
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk ML Holdco III GP LLC
Signature:
/s/ Robert Brooks
Name/Title:
By: Robert Brooks, Authorized Signatory
Date:
11/06/2026
Boardwalk ML Holdco IV GP LLC
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Submarine Buyer Holdco LLC
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Boardwalk I Aggregator L.P.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
BCP 9 Holdings Manager L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Blackstone Management Associates IX L.P.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
BMA IX L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory, See Exhibit 99.1
Date:
11/06/2026
Blackstone Holdings II L.P.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:
11/06/2026
Blackstone Holdings I/II GP L.L.C.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:
11/06/2026
Blackstone Inc.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:
11/06/2026
Blackstone Group Management L.L.C.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:
11/06/2026
Stephen A. Schwarzman
Signature:
/s/ Stephen A. Schwarzman
Name/Title:
Stephen A. Schwarzman, See Exhibit 99.1
Date:
11/06/2026
Exhibit Information
EXHIBIT LIST
Exhibit 99.1 Signature Pages
Exhibit 99.2 Joint Filing Agreement, by and among the Reporting Persons, dated as of November 6, 2026.
