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

What Happened

• Submarine Buyer LLC (a reporting 10% owner) converted common units of Jersey Mike's HoldCo into Class A common stock on Aug 24 and then sold a total of 2,572,560 shares in open‑market transactions on Aug 25 at $21.85 per share, generating total proceeds of $56,210,436. The conversion on Aug 24 shows 571,237 shares issued via the exchange agreement; sales reported include 571,237 shares ($12,481,528) and 2,001,323 shares ($43,728,908). One derivative/conversion line in the filing reflects a conversion with $0 cash consideration (see Key Details for footnote explanation).

Key Details

• Transaction dates and prices: conversion of units to shares on 2026-08-24; open‑market sales on 2026-08-25 at $21.85 per share.
• Shares sold: 571,237 + 2,001,323 = 2,572,560 shares; total reported proceeds $56,210,436.
• Nature of conversion: Per footnote F1, holders may exchange HoldCo common units for Class A common stock on a one‑for‑one basis; the Aug 24 lines reflect that exchange/conversion.
• Reporting/ownership notes: Submarine Buyer LLC is the direct holder (F3); the filing includes affiliate disclosures and ownership chain details (F3–F6). The Class B shares tied to common units carry no economic value and were cancelled upon sale of the Common Units (F8).
• Filing timeliness: Form 4 filed 2026-08-26 for transactions on Aug 24–25; no late filing is indicated in the provided data.
• Shares owned after transaction: The Form 4 excerpt provided does not state a single post‑transaction beneficial ownership total for Submarine Buyer LLC; refer to footnote F3 and the issuer's beneficial ownership tables for complete holdings.

Context

• This filing reflects institutional/affiliate activity (a 10% owner and related entities), not an individual executive trade. The conversion entries are not typical option exercises for cash — they reflect the exchange of HoldCo common units into shares under the exchange agreement. Subsequent open‑market sales converted those shares to cash.
• As always, sales by large holders can be routine (liquidity, secondary offering-related) and do not necessarily indicate management view of the company; this summary is factual and does not speculate on motives.