Jersey Mike's Subs Inc. filed an 8-K on September 22, 2026, disclosing that Blackstone affiliates pledged a combined 172,621,820 shares of company stock and 44,990,370 common units as collateral for margin loan agreements totaling approximately $1.09 billion, with Morgan Stanley Senior Funding, Inc. serving as administrative agent.

Key Highlights

  • Aggregate borrowings: The margin loan agreements, including existing agreements, provide for aggregate borrowings of approximately $1.09 billion, according to the filing.
  • Class A shares pledged: Blackstone affiliates pledged 127,631,450 shares of Class A common stock as collateral.
  • Class B shares pledged: 44,990,370 shares of Class B common stock were also pledged under the agreements.
  • Common units pledged: 44,990,370 common units of Jersey Mike's HoldCo, LLC were included in the pledged collateral.
  • Ownership percentage: The pledged collateral represented approximately 54.3% of issued and outstanding Class A Common Stock, assuming exchange of all outstanding Common Units on a one-for-one basis.
  • Foreclosure risk: The filing states that in the event of a default, secured parties "may foreclose upon any and all Pledged Shares and the Pledged Units."
  • Company letter agreements: The company agreed, subject to applicable law and stock exchange rules, not to take actions intended to materially hinder or delay lender remedies under the pledge agreements.

Blackstone Pledges Majority Stake in Jersey Mike's as Loan Collateral

According to the 8-K filed with the SEC by Jersey Mike's Subs Inc. (NYSE:JMKE), affiliates of investment funds associated with Blackstone Inc. entered into one or more margin loan agreements dated September 16, 2026, with Morgan Stanley Senior Funding, Inc. as administrative agent. The agreements, together with existing margin loan arrangements, provide for aggregate borrowings of approximately $1.09 billion. The Blackstone affiliates are described in the filing as the current majority owners of the company.

The filing discloses that the Blackstone affiliates, acting as borrowers, pledged three categories of collateral: 127,631,450 shares of Class A common stock (par value $0.0001 per share), 44,990,370 shares of Class B common stock (par value $0.0001 per share), and 44,990,370 common units of Jersey Mike's HoldCo, LLC. As of the closing date of September 16, 2026, this combined pledged collateral represented approximately 54.3% of issued and outstanding Class A Common Stock, calculated on an as-exchanged basis.

The company disclosed that it did not independently verify or participate in preparing the disclosure provided by the Blackstone affiliates, and that it is not a party to the loan documents and has no obligations under them. However, the registrant reported that it delivered letter agreements to the lenders, committing, subject to applicable law and stock exchange rules, not to take actions intended to materially hinder or delay the exercise of lender remedies. The filing was signed by Michele Allen, Chief Financial Officer, on September 22, 2026.

What Was Disclosed

The filing reports that Blackstone affiliates pledged approximately 54.3% of Jersey Mike's Subs' Class A Common Stock equivalent as collateral for margin loans totaling approximately $1.09 billion, with Morgan Stanley Senior Funding, Inc. as administrative agent, and that a default could trigger foreclosure on the pledged collateral.