Blackstone Holdings II L.P. and affiliated reporting persons filed a Form 4 on August 26, 2026, disclosing a series of transactions in Class A and Class B Common Stock of Jersey Mike's Subs Inc. (NASDAQ:JMKE) dated August 24-25, 2026.

Key Highlights

  • Unit conversion: On August 24, 2026, 571,237 Common Units of Jersey Mike's HoldCo, LLC were converted into 571,237 shares of Class A Common Stock at $0 exercise price.
  • Share sales: On August 25, 2026, a combined 2,572,560 shares of Class A Common Stock were sold at $21.85 per share across two separate transactions.
  • Offering price context: The $21.85 per share price represents the $23.00 secondary public offering price per share less an underwriting discount of $1.15 per share, according to the filing.
  • Class B cancellation: 571,237 shares of Class B Common Stock were automatically cancelled upon the sale of an equivalent number of Common Units on August 25, 2026.
  • Remaining ownership: Following the reported transactions, the reporting persons held 143,699 and 187,137,212 shares of Class A Common Stock indirectly, through Submarine Buyer LLC and Boardwalk II Aggregator L.P., respectively, and 53,270,810 shares of Class B Common Stock indirectly.
  • Multiple reporting persons: The filing was made jointly by Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., and Stephen A. Schwarzman, each identified as a 10% owner.

Blackstone Affiliates Disclose IPO Over-Allotment Sales in Jersey Mike's Subs

According to the filing, the transactions arose in connection with Jersey Mike's Subs Inc.'s initial public offering. On August 24, 2026, 571,237 Common Units of Jersey Mike's HoldCo, LLC were exchanged for an equal number of shares of Class A Common Stock, pursuant to an exchange agreement dated July 29, 2026. The filing states that holders have the right to exchange Common Units for Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments, and that these exchange rights do not expire.

On August 25, 2026, two separate disposals of Class A Common Stock were reported at $21.85 per share. The filing describes this price as the $23.00 secondary public offering price per share 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. One transaction involved 571,237 shares held indirectly through Submarine Buyer LLC, and the other involved 2,001,323 shares held indirectly through Boardwalk II Aggregator L.P.

The filing further notes that Class B Common Stock carries no economic value and one vote per share, with one share issued for each Common Unit held. Upon the sale of Common Units, an equivalent number of Class B shares were automatically cancelled. Each reporting person disclaimed beneficial ownership of securities held by the other reporting persons except to the extent of their own pecuniary interest, as described in the filing's footnotes. The filing notes that because more than ten reporting persons are involved, certain affiliates filed separate Forms 4.

What Was Disclosed

The filing disclosed the conversion of 571,237 Common Units into Class A shares, the sale of 2,572,560 Class A shares at $21.85 per share related to an IPO over-allotment, and the automatic cancellation of 571,237 Class B shares, with remaining indirect holdings detailed for each entity.