Jersey Mike's Subs Inc.

S-11 ck0002127043-20260702.htm S-1

As filed with the Securities and Exchange Commission on July 2, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

1 Commvault Way, S300

Tinton Falls, NJ 07724

Telephone: (732) 223-4044

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Charles R. Morrison

Chief Executive Officer

1 Commvault Way, S300

Tinton Falls, NJ 07724

Telephone: (732) 223-4044

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted

SUBJECT TO COMPLETION, DATED JULY 2,2026

PRELIMINARY PROSPECTUS

Shares

$ per share

This is the initial public offering of shares of Class A common stock of Jersey Mike’s Subs Inc. We are selling shares of our Class A common stock and the selling stockholders identified in this prospectus are offering shares of Class A common stock. Prior to this offering, there has been no public market for our common stock. We currently expect the initial public offering price to be between $ and $ per share of Class A common stock. We have applied to list our shares of Class A common stock on the New York Stock Exchange (the “NYSE”) under the trading symbol “JMKE.”

Jersey Mike’s Subs Inc. will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally. The Continuing Common Unitholders (as defined herein) will hold all of the issued and outstanding shares of Class B common stock, on a one-for-one basis with the number of Common Units (as defined herein) held by each such Continuing Common Unitholder. See “Description of Capital Stock.”

Jersey Mike’s Subs Inc. intends to use the proceeds (net of underwriting discounts and commissions) from the issuance of the shares that it is selling in this offering to acquire an equivalent number of newly issued Common Units from Jersey Mike’s HoldCo, LLC (“Jersey Mike’s Holdings”), as described under “Organizational Structure—Offering Transactions,” which Jersey Mike’s Holdings will in turn use for the repayment of indebtedness, general corporate purposes and to bear all of the expenses of this offering. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders). See “Use of Proceeds.”

After the completion of this offering, entities controlled by affiliates of Blackstone Inc. (“Blackstone” or “our Sponsor”) will hold a majority of the combined voting power of our shares eligible to vote for the election of our directors. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. See “Management—Controlled Company Exception” and “Principal and Selling Stockholders.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 28 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1)

Please see the section entitled “Underwriting (Conflicts of Interest)” for a description of compensation payable to the underwriters.

To the extent that the underwriters sell more than shares of our Class A common stock, the underwriters have the option to purchase up to an additional shares of our Class A common stock from certain of our pre-IPO owners (the “selling stockholders”) at the initial public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

At our request, the underwriters have reserved up to % of the Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us and our shareholders. See “Underwriting (Conflicts of Interest) —Directed Share Program.”

The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about , 202 .

Global Coordinators and Joint Bookrunning Managers

Co-Global Coordinators and Joint Bookrunning Managers

Joint Bookrunning Managers

Co-Managers

The date of this prospectus is , 202 .

Company Logo & Images

Company Logo OUR MISSION To Make A Difference, One Sub at a Time. OUR VISION Be The World’s Most Beloved Destination for Authentic Sub Sandwiches.

Company Logo Core Values We… Bring the Juice Delivering the “extra and unexpected” — in the way we serve our guests, support our teams, and uphold our standards. It’s the energy, consistency, quality, and commitment to excellence that drives our results. Give to Give Thinking of others before ourselves and making a positive difference wherever and whenever we show up. We don’t “give to get” we “give to give” – our passion, our time, our talent and our attention. Helping is who we are, and this generosity strengthens our people, our teams, and every community we serve. Stay True to our Roots Acting with intention and integrity and preserving the authenticity that has gotten us to where we are today. Leading with humility, always remembering what shaped us, and carrying those principles forward in everything we do.

Company Logo A BRAND THAT BELIEVES In the value of ingredients, in the virtue of intention, and the idea that making a sub sandwich and making a difference can be one and the same. Help Nourish. Help Flourish. Be a sub above®

Company Logo STARTED IN 1956 Mike opens up one of the first submarine sandwich spots in the country. It’s a family run storefront offering up this relatively new food invention for the first time in America. It’s an instant success as families line up for the delicious food and friendly service. Peter Cancro was a 17-year-old high school kid who absolutely loved working at Mike’s and heard the original owner was planning on selling the store. With a loan from his football coach, he purchased the shop. Even though he was young, Peter began expanding Mike’s subs locally, and everywhere he went people continued to line up around the block for sandwiches. PRIDE in one PRODUCE PREPPED DAILY VETERAN STAFF: MIKE MANZO MIKE'S ORIGINAL TEAM

Company Logo Lettuce, onions, tomatoes, oil, vinegar and spices still top amazing authentic sandwiches across the nation, carrying on the namesake who created the store 70 years ago. Our secret to longevity has been making sure that everything is always high quality. Our MSA Grade top round beef is trimmed and cooked right in the store. Our meats and cheeses are all top-quality premium brands. Our bread is fresh-baked each day on the premises. And of course, everything’s prepared right in front of you. It’s what makes Jersey Mike’s the most authentic tasting submarine sandwich.

Company Logo 3,300 LOCATIONS $ 4.3 BN SYSTEMWIDE SALES $1.4 MM AUV 50% 2020-2025 CUMULATIVE SAME-STORE SALES GROWTH (1) 12MM+ ACTIVE LOYALTY CUSTOMERS $166MM MONTH OF GIVING DONATIONS (SINCE 2011) Note: All figures as of Q1 2026 1. Represents the sum of Same-Store Sales Growth for 2020-2025

Company Logo OFFICIAL PARTNER OF THE NFL ALL 4 QUARTERS

Company Logo MADE RIGHT IN FRONT OF YOU A SUB ABOVE® Jersey Mike's