Jersey Mike's (JMKE) 10% Owner Submarine Buyer LLC Sells 29.7M Shares

What Happened

• Submarine Buyer LLC (reported as a 10% owner) converted common-unit interests into Class A common stock and sold a total of 29,695,652 Class A shares on July 31, 2026. The sales were executed in open-market/private transactions at $21.85 per share, generating aggregate proceeds of approximately $648.85 million (reported as $144,077,130 and $504,772,866 for two sale line items).
• The filing also shows conversion-related entries (derivative conversion code C and a related zero-dollar derivative disposition), reflecting the one-for-one exchange right for common units into Class A shares described in the footnotes.

Key Details

• Transaction date: 2026-07-31; Filing date: 2026-08-04 (no late-filing flag noted in the report).
• Sales: 6,593,919 shares @ $21.85 = $144,077,130; 23,101,733 shares @ $21.85 = $504,772,866; total sold = 29,695,652 shares; total proceeds ≈ $648,849,996.
• Conversion: Footnote F1 — holders may exchange Jersey Mike's HoldCo common units for Class A shares on a one-for-one basis; the filing shows such conversions preceding or accompanying the sales.
• Ownership/affiliations: Footnotes F3–F5 show Submarine Buyer LLC is part of a chain of entities (Submarine Buyer Holdco, Boardwalk Aggregators, and Blackstone-related managers); this is institutional/affiliate reporting, not an individual executive trade.
• Shares owned after transaction: The Form 4 does not state a clear post-transaction total for direct holdings in this filing.
• Other notes: Footnote F2 references the prior IPO secondary offering price and underwriting discount (background on basis), and F8 explains Class B shares cancellation when common units are sold.

Context

• This was an institutional sale by a 10% reporting owner (an entity in a Blackstone-related ownership chain), not a named executive officer. The filing shows conversion of unit interests into tradable Class A shares followed by sales (i.e., shares created from exchange were sold).
• For retail investors: large institutional dispositions like this represent liquidity moves by holders; they are factual disclosures of ownership changes and do not by themselves indicate company operational issues or insider sentiment.