A Form 4 filed on August 26, 2026 reports that Submarine Buyer LLC and affiliated Blackstone entities disposed of Class A Common Stock of Jersey Mike's Subs Inc. (NYSE:JMKE) on August 25, 2026, in connection with the underwriters' exercise of their over-allotment option relating to the issuer's initial public offering.

Key Highlights

  • Conversion transaction: On August 24, 2026, Submarine Buyer LLC converted 571,237 Common Units of Jersey Mike's HoldCo, LLC into 571,237 shares of Class A Common Stock on a one-for-one basis.
  • Sale by Submarine Buyer LLC: On August 25, 2026, Submarine Buyer LLC disposed of 571,237 shares of Class A Common Stock at $21.85 per share.
  • Sale by Boardwalk II Aggregator L.P.: On August 25, 2026, Boardwalk II Aggregator L.P. disposed of 2,001,323 shares of Class A Common Stock at $21.85 per share.
  • Net sale price: The $21.85 per share price represents the $23.00 secondary public offering price less an underwriting discount of $1.15 per share, according to the filing.
  • Class B cancellation: 571,237 shares of Class B Common Stock held by Submarine Buyer LLC were automatically cancelled upon the sale of the corresponding Common Units.
  • Post-transaction ownership: Following the reported transactions, Submarine Buyer LLC beneficially owned 143,699 shares of Class A Common Stock and Boardwalk II Aggregator L.P. beneficially owned 187,137,212 shares of Class A Common Stock, each held indirectly.

Blackstone-Affiliated Entities Reduce Jersey Mike's Subs Stake via IPO Overallotment Sale

According to the filing, Submarine Buyer LLC - an entity whose address is listed care of Blackstone Inc. at 345 Park Avenue, New York - first exchanged 571,237 Common Units of Jersey Mike's HoldCo, LLC for an equivalent number of Class A Common Stock shares on August 24, 2026. This exchange was made pursuant to an exchange agreement dated July 29, 2026, under which holders may exchange Common Units for Class A Common Stock on a one-for-one basis, subject to customary adjustments. The filing notes these exchange rights do not expire.

On August 25, 2026, Submarine Buyer LLC sold those 571,237 newly acquired Class A shares, and separately, Boardwalk II Aggregator L.P. sold 2,001,323 Class A shares - both at $21.85 per share. The filing explains that this price reflects the $23.00 secondary public offering price per share less an underwriting discount of $1.15 per share, in connection with the underwriters' exercise of their over-allotment option relating to Jersey Mike's Subs Inc.'s initial public offering. The filing also discloses that one share of Class B Common Stock, which carries no economic value and one vote per share, is issued for each Common Unit held, and that 571,237 Class B shares were automatically cancelled upon the corresponding Common Unit sale.

Seven reporting persons are named across the filing, all care of Blackstone Inc.: Submarine Buyer LLC, Boardwalk II Aggregator L.P., Submarine Buyer Holdco LLC, Boardwalk I Aggregator L.P., BCP 9 Holdings Manager L.L.C., Blackstone Management Associates IX L.P., and BMA IX L.L.C. Each is identified as a greater-than-10% owner. The filing notes that each reporting person disclaims beneficial ownership of securities held by the other reporting persons, except to the extent of its own pecuniary interest.

What Was Disclosed

The filing reports the conversion of Common Units to Class A Common Stock and the subsequent sale of a combined 2,572,560 Class A shares by Blackstone-affiliated entities at $21.85 per share on August 25, 2026, related to the IPO over-allotment option exercise for Jersey Mike's Subs Inc.