Jersey Mike's Subs Inc.

JERSEY MIKE’S SUBS INC.

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEET

1. ORGANIZATION

Jersey Mike’s Subs Inc. (the “Corporation”) was formed and incorporated as a Delaware corporation on February 24, 2026 in connection with the planned initial public offering (“IPO”) and related reorganization transactions. Upon consummation of the IPO and related reorganization transactions, the Corporation will be a holding company whose principal asset will consist of equity interests in Jersey Mike’s HoldCo, LLC.

Refer to Note 5, Subsequent Events for a description of the IPO and the Reorganization Transactions (as defined in Note 5) which occurred subsequent to the balance sheet date.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate statements of operations, comprehensive income, stockholders’ equity and cash flows have not been presented because Jersey Mike’s Subs Inc. has not had any operations to date. The balance sheet is unaudited, and in the opinion of management, includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements.

Equity Offering Costs

Costs in connection with proposed equity offerings, including its IPO, are expensed as incurred and recorded as an expense of Jersey Mike’s HoldCo, LLC. Such costs primarily consist of legal, accounting, consulting and other professional fees. Such amounts are included within General and administrative expense on the Condensed Consolidated Statement of Operations of Jersey Mike’s HoldCo, LLC. Neither the Corporation, nor Jersey Mike’s HoldCo, LLC, capitalizes deferred offering costs on the Condensed Consolidated Balance Sheets. In the event an equity offering is completed, any previously expensed costs are not reclassified to equity.

Organization Costs

Costs related to the incorporation of the Corporation are paid and recorded as an expense of Jersey Mike’s HoldCo, LLC.

3. STOCKHOLDERS’ EQUITY

The Corporation is authorized to issue 100,000 shares of Class A common stock with a par value of $0.0001 per share, and 100,000 shares of Class B common stock with a par value of $0.0001 per share. Under the Corporation’s certificate of incorporation in effect as of February 24, 2026, all shares of Class A common stock and Class B common stock are identical. As of February 24, 2026 and June 28, 2026,10,000 shares of Class B common stock were issued and outstanding. The outstanding shares of Class B common stock were issued for an aggregate consideration of $1.00 and were held by Jersey Mike’s HoldCo, LLC as of February 24, 2026 and June 28, 2026.

4. COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Corporation may be subject to various claims or litigation. While the outcome of such matters cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters, individually or in the aggregate, will have a material adverse effect on the Corporation’s financial position.

5. SUBSEQUENT EVENTS

On July 31, 2026, the Corporation completed its initial public offering of 43,478,261 shares of Class A common stock (29,695,652 of which were sold by the selling stockholders) for cash consideration of $21.85 per share (net of underwriting discounts). The shares sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form S-1 (File No. 333-297228) which was declared effective by the SEC on July 29, 2026. The Corporation used the proceeds of approximately $301 million (net of underwriting discounts) from the issuance of 13,782,609 shares of Class A common stock to purchase an equivalent number of limited liability company interests (“Common Units”) of Jersey Mike’s HoldCo, LLC, which in turn used those proceeds on August 17, 2026 to repay a portion of the outstanding indebtedness totaling $301 million under the Series 2026 Notes, consisting of $46 million in aggregate principal amount of our $250 million Series 2026-1 Notes and $255 million aggregate principal amount of our $510 million Series 2026-1A Notes. On August 24, 2026, the underwriters exercised their option to purchase 2,572,560 additional shares of Class A common stock at a price of $21.85 per share (net of underwriting discounts). The Corporation did not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including sales pursuant to the underwriters' option to purchase additional shares from the selling stockholders).

In connection with the completion of the IPO, the entities completed a reorganization into a holding corporation structure whereby Jersey Mike’s Subs Inc. became a holding corporation of which the principal asset is a controlling interest in Jersey Mike's HoldCo, LLC ("Jersey Mike’s Holdings"). As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. operates and controls all the business and affairs of Jersey Mike’s Holdings and, through Jersey Mike’s Holdings and its subsidiaries, conducts its business (collectively, the “Reorganization Transactions”).

The Reorganization Transactions will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Jersey Mike’s Subs Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. will consolidate Jersey Mike’s Holdings in its consolidated financial statements and record a non-controlling interest related to the common units held by pre-IPO owners, on the consolidated balance sheet and statement of operations.

In addition, in connection with the Reorganization Transactions and the IPO, the Corporation entered into the tax receivable agreement with certain of the pre-IPO owners.

Contingent Consideration

As part of the Reorganization Transactions, the contingent consideration liability related to the Sponsor Acquisition was assigned to Jersey Mike’s Holdings. Jersey Mike’s Holdings is now subject to an earn-out arrangement providing for a maximum payment of $250 million after Jersey Mike's stores operational worldwide reach 4,000 locations or upon a change in control event. The earn-out is expected to be paid by Jersey Mike’s Holdings upon the opening of the 4,000 th store.

2026 Omnibus Incentive Plan

In connection with the IPO, effective July 29, 2026, the Corporation’s Board of Directors and its then sole stockholder adopted and approved the Corporation’s 2026 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Corporation has initially reserved 10,000,000 shares of Class A common stock for the issuance under the Omnibus Incentive Plan (excluding shares of Class A common stock received by, or to be received by, participants in connection with the exchange for, conversion into, redemption of, or substitution for Common Units or for such other equity or equity-based awards issued by Jersey Mike’s Holdings (or a predecessor or affiliate thereof)).

2026 Employee Stock Purchase Plan

In connection with the IPO, effective July 29, 2026, the Corporation’s Board of Directors and its then sole stockholder adopted and approved the Corporation's 2026 Employee Stock Purchase Plan (the “ESPP”). The Corporation has initially reserved 3,500,000 shares of Class A common stock for the issuance under the ESPP.