Jersey Mike's Subs Discloses Majority Shares Pledged in Blackstone Margin Loan

What Happened

• Jersey Mike’s Subs Inc. filed an 8-K on September 22, 2026 reporting that, on September 16, 2026, affiliates of Blackstone entered into margin loan agreements providing for aggregate borrowings of approximately $1.09 billion.
• To secure those borrowings, the Blackstone-affiliated borrowers pledged a large portion of their Jersey Mike’s ownership: 127,631,450 shares of Class A common stock, 44,990,370 shares of Class B common stock, and 44,990,370 common units of Jersey Mike’s HoldCo, LLC. The pledged collateral represented about 54.3% of issued and outstanding Class A common stock on an exchange-assumed basis.
• The loan documents include customary default remedies that could allow lenders to foreclose on the pledged shares and units.

Key Details

• Filing date: September 22, 2026; Closing Date of the margin loans: September 16, 2026.
• Aggregate borrowings under the margin loan arrangements: approximately $1.09 billion.
• Pledged collateral: 127,631,450 Class A shares; 44,990,370 Class B shares; 44,990,370 common units of Jersey Mike’s HoldCo, LLC.
• Company role: Jersey Mike’s is not a party to the loan documents, did not prepare or verify the disclosure, but delivered letters agreeing (subject to law and exchange rules) not to materially hinder or delay lenders’ remedies.

Why It Matters

• The pledged shares and units represent a majority economic interest (about 54.3% on the stated basis) and, if lenders exercise foreclosure remedies after a borrower default, could lead to a change in control of the company or its voting interests.
• Jersey Mike’s itself has no obligations under the loan documents, but its letter agreements effectively limit the company’s ability to block lender remedies, which is important for investors monitoring ownership and control risks.