Jersey Mike's Subs Inc.

(Unless otherwise noted, all amounts are in millions, except share amounts)

1. DESCRIPTION OF BUSINESS

Jersey Mike’s HoldCo, LLC, and its wholly owned subsidiaries (collectively, “Jersey Mike’s” or the “Company”) is in the business of franchising and operating Jersey Mike’s restaurants.

As of June 28, 2026, there were a total of 3,378 stores in the Jersey Mike’s system, of which 99% are franchised (including 30 international restaurants) and 26 are company-owned and operated (all U.S. based).

Jersey Mike’s HoldCo, LLC, a Delaware limited liability company, was formed on January 7, 2025 in connection with the acquisition (“Sponsor Acquisition”) to indirectly hold all of the equity interest of Jersey Mike’s Franchise Systems, LLC, the historical operating entity prior to the formation of Jersey Mike's HoldCo, LLC.

On January 16, 2025,90% of the equity interest in Jersey Mike’s HoldCo, LLC was acquired by Submarine Buyer LLC (the "Sponsor"), a Delaware limited liability company controlled by affiliates of Blackstone Inc. (the "Sponsor Acquisition"). The remaining 10% non-controlling interest was retained by Original 56ers, Inc. (formerly Jersey Mike’s Inc.), a Delaware corporation controlled by the Company’s founder.

Refer to Note 14, Subsequent Events for a description of the initial public offering (“IPO”) and the Reorganization Transactions which occurred subsequent to the balance sheet date.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The condensed consolidated financial statements of Jersey Mike’s as of June 28, 2026 (Successor) and December 28, 2025 (Successor), for the thirteen and twenty-six weeks ended June 28, 2026 (Successor), the thirteen weeks ended June 29, 2025 (Successor) and the periods from January 1 to January 15, 2025 (Predecessor) and from January 16 to June 29, 2025 (Successor) are unaudited, and in the opinion of management, include 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 and should be read in conjunction with the annual financial statements for the fiscal year ended December 28, 2025. The results reported in these financial statements should not be taken as indicative of results that may be expected for the entire fiscal year.

As a result of the Sponsor Acquisition that occurred on January 16, 2025, the Company has presented the results for fiscal year 2025 as two separate periods. The Predecessor period refers to the timeframe prior to January 16, 2025, which was before the Sponsor Acquisition and reflects the financial statements of Jersey Mike’s Franchise Systems, LLC. The Successor period refers to the period beginning on January 16, 2025, and reflects the financial statements of the Company after the Sponsor Acquisition. The Company elected to apply pushdown accounting to the Company’s separate financial statements and Jersey Mike’s Franchise Systems, LLC’s assets and liabilities were adjusted to fair value on the closing date of the Sponsor Acquisition. Due to the change in the basis of accounting, the Condensed Consolidated Financial Statements for the Predecessor and the Successor are not necessarily comparable. Where applicable, a black line separates the Successor and Predecessor periods to highlight the lack of comparability.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Jersey Mike’s HoldCo, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Fiscal Year

On December 12, 2025, the Board of Directors of Jersey Mike’s HoldCo, LLC approved a change in the Company’s fiscal year end from December 31 to a 52/53-week fiscal year that ends on the last Sunday of the calendar year. This change is effective for fiscal year ended December 28, 2025 and applied prospectively. Prior-period operating results were not adjusted and remain presented on a calendar basis. While the shift affects comparability of fiscal quarters and the annual period for the year ended December 28, 2025, the impact is not material. Due to the fiscal year change, the year ended December 28, 2025 contained 362 days (comprised of 347 days in the Successor period and 15 days in the Predecessor period).

Area Director Costs and Buyouts

The Company historically utilized subcontractors under arrangements known as area development and service agreements. Under these agreements, subcontractors (referred to as area directors) were entitled to receive an agreed-upon fee in exchange for developing and providing ongoing support services to franchise owners within an assigned geographic territory.

Upon the termination or repurchase of the contractual rights held by an area director, the Company may make payments to acquire or extinguish those rights. Such payments are referred to as buyouts. Buyout costs are recognized in the period in which the buyout agreement is executed or the related obligation is incurred.

Buyout costs recognized were $20 million and $52 million for the thirteen and twenty-six weeks ended June 28, 2026, respectively, and were zero and $4 million for the thirteen weeks ended June 29, 2025 and the period from January 16 to June 29, 2025, respectively. There wereno buyouts in the Predecessor period. Such amounts are included within General and administrative expenses on the Condensed Consolidated Statements of Operations. As of June 28, 2026, the buyouts of all area directors have been completed.

Assets classified as held for sale

The Company classifies long-lived assets as held for sale when management has committed to a plan to sell the assets, the assets are available for immediate sale in their present condition, an active program to locate a buyer has been initiated at a reasonable price, and the sale is probable and expected to close within one year. The sale of these assets is generally expected to be completed within one year, and significant changes to the plan are unlikely. The combined assets are valued at the lower of their carrying amount or fair value, net of costs to sell and included as current assets on the Company’s Condensed Consolidated Balance Sheet, net of related liabilities. Depreciation and amortization cease upon classification as held for sale, and any subsequent gain or loss upon closing of the sale is recognized as part of operating income in the Condensed Consolidated Statements of Operations.

Equity Offering Costs

The Company expenses costs incurred in connection with proposed equity offerings, including its IPO, as incurred. Such costs primarily consist of legal, accounting, consulting and other professional fees. Such amounts are included within General and administrative expenses on the Condensed Consolidated Statements of Operations. The Company does not capitalize 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.

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements. There have been no changes to the recently issued accounting pronouncements not yet adopted that were previously disclosed in the 2025 annual financial statements.

3. BUSINESS TRANSACTIONS

Sale of company-owned stores

On June 16, 2026, the Company completed the sale of 11 company-owned stores to a franchise owner for aggregate proceeds of $18 million. The following table provides detail of the related gain recognized in connection with this transaction:

(a)Primarily consists of property and equipment and insignificant amounts of inventory, cash, security deposits, prepaid rent and lease liabilities.

Assets held for sale

During the thirteen weeks ended June 28, 2026, the Company determined its plans to sell four additional company-owned stores for aggregate proceeds of approximately $8 million met the criteria for held for sale classification. These stores are recorded at the lower of carrying value or estimated fair value less costs to sell, and depreciation ceased upon classification. The aggregate carrying value of these assets was approximately $1 million as of June 28, 2026. The sale of these stores closed in July 2026.

4. REVENUE RECOGNITION

The following table represents a disaggregation of revenue from contracts with customers for the following periods:

Deferred Revenues

Deferred revenue, or contract liabilities, consist of unearned fees resulting from initial franchise fees and upfront area development fees received from franchise owners, which are generally recognized on a straight-line basis over the term of the franchise agreement, and deferred revenue related to system support revenues, with changes in the balance primarily driven by annual contract renegotiations and the timing of revenue recognition. The

Company may also recognize unamortized franchise fees and upfront fees when a contract with a franchise owner is modified and is accounted for as a termination of the existing contract. The Company classifies these contract liabilities within Accrued expenses and other current liabilities and Other non-current liabilities on the Condensed Consolidated Balance Sheets.

The following table reflects the change in deferred revenues on a consolidated basis:

The Company expects $23 million of Deferred revenue included in the contract liability balance as of June 28, 2026 to be recognized in 2026. The remaining balance will be recognized ratably over varying periods over the next 10 years, consistent with the underlying franchise agreement terms.

Gift Cards

The Company recognized gift card income of less than $1 million for the thirteen and twenty-six weeks ended June 28, 2026 within Royalties and other revenues on the Condensed Consolidated Statements of Operations. No gift card income was recognized for the period from January 1 to January 15, 2025 or January 16 to June 29, 2025.

For gift card income, the Company estimates breakage and records revenue based on historical redemption patterns, including the timing and channel in which the card was purchased or reloaded, and in accordance with government agencies under unclaimed property laws, where applicable. These gift cards do not have an expiration date, and no service fees are charged on them. The gift card liability as of June 28, 2026 was $58 million and was included in Accrued expenses and other current liabilities. The vast majority of this balance will be used to reimburse stores upon redemption by the consumer.

5. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of Goodwill consist of the following:

Intangible assets, net consist of the following as of June 28, 2026 and December 28, 2025:

(a)Estimated useful life is 20 years.

(b)Technology is internally developed and includes the Company’s website, app, and point-of-sale system. The useful life isfive years for the technology valued as part of the Sponsor Acquisition and all other capitalized software development costs.

(c)Reacquired franchise rights represent contractual rights previously granted to franchise owners that were reacquired by the Company. The useful life varies based on the remaining term of the reacquired agreement, ranging up toeight years.

Amortization expense related to definite-lived intangible assets was $25 million and $50 million for the thirteen and twenty-six weeks ended June 28, 2026, respectively, $24 million for the thirteen weeks ended June 29, 2025 and $44 million and less than $1 million for the periods from January 16 to June 29, 2025 and January 1 to January 15, 2025, respectively. These amounts are reported within Depreciation and amortization on the Condensed Consolidated Statements of Operations.

Estimated future amortization expense for the next five years and thereafter as of June 28, 2026, is as follows:

6. LONG-TERM DEBT

Long-term debt consists of the following as of June 28, 2026 and December 28, 2025:

(a)Includes a purchase accounting fair value adjustment of ($23) million and ($35) million as of June 28, 2026 and December 28, 2025 respectively; total principal as of June 28, 2026 and December 28, 2025 are $2,141 million and $2,127 million, respectively.

Securitization Financing Facility

On December 23, 2019, the Company entered into a securitization financing arrangement pursuant to which Jersey Mike’s Funding, LLC (the “Master Issuer”), a limited‐purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, issued secured notes under a base indenture (the “Indenture”). The Indenture allows the Master Issuer to issue multiple series of notes (collectively, the “Securitization Notes”). The Securitization Notes are guaranteed by certain subsidiaries of the Company and secured by substantially all assets of the securitization entities, including intellectual property, such as trademarks and software, as well as all franchise agreements and area development agreements, and substantially all related rights associated with the JERSEY MIKE’S brand (collectively, the “Securitization Assets”).

Covenants and Restrictions

The Securitization Notes are subject to customary covenants and restrictions for transactions of this type. These provisions include, among other things, requirements that the Master Issuer maintain specified reserve accounts to fund required payments on the Securitization Notes, provisions governing optional and mandatory prepayments (including make-whole payments under certain circumstances), indemnification obligations relating to defects or impairments in the pledged collateral, and operational covenants relating to recordkeeping, reporting, and access to information. The securitization structure also includes restrictions that prioritize payment of principal and interest on the Securitization Notes through the related payment waterfall.

The Securitization Notes include provisions that allow for optional principal payments when a specified leverage ratio, defined as outstanding securitization debt to Adjusted EBITDA (as defined in the Indenture), is less than or equal to 5.0x. This leverage ratio is calculated quarterly and allows the Company to elect whether to make principal payments when the threshold is met.

As of June 28, 2026, the Company’s leverage ratio (as defined in the Indenture) exceeded 5.0x and accordingly, the Company was required to make total principal payments of $5 million related to the Series 2021 Notes, the 2024 Notes, the 2025 Notes and the 2026 Notes. As of June 28, 2026, the Company was in compliance with all financial covenants under the securitization agreements.

As of June 28, 2026, the Company had accrued interest of $13 million within Accrued expenses and other current liabilities. As of June 28, 2026, the principal payments on Long-term debt due over the next five years and thereafter are as follows:

Refer to Note 14, Subsequent Events for a description of the use of the IPO proceeds to repay a portion of the outstanding indebtedness under the Series 2026-1 Notes on August 17, 2026.

7. FAIR VALUE MEASUREMENTS

The Company estimates the carrying values of Cash and cash equivalents, Restricted cash, Accounts receivable, net, Prepaid expenses and other current assets, Accounts payable, Accrued expenses and other current liabilities, notes payable and borrowings under our variable funding facility approximate their fair values because of the short-term nature of these instruments. The fair value of notes receivable, net of allowances and lease guarantees, adjusted for subsequent amortization, also approximates their carrying value.

The carrying and fair value of debt is presented as follows:

The fair value of the Securitization Financing Facility Notes was estimated using market quotes and calculations.

8. INCOME TAXES

The Company is a limited liability company treated as a partnership for U.S. federal and most applicable state and local income tax purposes. Therefore, the Company generally does not incur or record U.S. federal or state income taxes since all taxable income is passed through to its members and reported on their respective income tax returns. The Company is subject to certain state and local taxes, including franchise and net worth taxes, which were not material and included within the income tax expense line in the Condensed Consolidated Statements of Operations.

As of June 28, 2026, the Company had a net deferred tax liability of $14 million arising from book–tax basis differences in intangible assets recognized as part of purchase accounting for the Sponsor Acquisition recorded in Other non-current liabilities.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities. The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2021. As of June 28, 2026 and December 28, 2025, the Company hasno unrecognized tax benefits, or accrued interest and penalties.

9. COMMITMENTS AND CONTINGENCIES

The Company is subject to various legal proceedings, claims and liabilities arising in the ordinary course of business, including matters involving employees, franchise owners, and guests. The Company records accruals for legal contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. As of June 28, 2026 and December 28, 2025, management believes the ultimate resolution of any matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

10. MEMBERS’ EQUITY (DEFICIT)

Prior to January 16, 2025, the Company operated as Jersey Mike’s Franchise Systems, LLC, which had a single class of membership interests.

In connection with the Sponsor Acquisition and the formation of Jersey Mike’s HoldCo, LLC, the Company amended and restated its operating agreements to establish three classes of membership interests: Class A-1 Units, Class A-2 Units, and Class B Units. The following table summarizes the authorized, issued, and outstanding membership interests as of June 28, 2026 (in millions):

Class A-1 and Class A-2 Units have identical economic rights and participate ratably in distributions and allocations of profits and losses, except that the Class A-2 Units were issued to certain members, including as rollover equity in connection with the Sponsor Acquisition. Both Class A-1 and Class A-2 Units generally possess voting rights on matters submitted to the members.

Class B Units represent profit interest awards issued under the Company’s equity incentive arrangements. These units participate in distributions only after the Class A Units have received the return thresholds specified in the operating agreement, and certain Class B Units include catch-up distribution provisions. Class B Units generally do not possess voting rights, other than with respect to limited protective matters. Refer to Note 11, Equity-Based Compensation for additional information.

In connection with the IPO, the Company’s limited liability company agreement was amended and restated to, among other things, modify its capital structure by reclassifying its outstanding Class A Units held by the Continuing Common Unitholders into a new class of limited liability company interests (the “Common Units”) and reclassifying its outstanding Class B Units held by the Continuing Incentive Unitholders into a new class of limited liability company (the “Incentive Units”). As a result of these transactions, pre-IPO owners hold their ownership interests directly in Jersey Mike's HoldCo, LLC (in the case of the Continuing Unitholders) or Jersey Mike’s Subs Inc. (in the case of the Pre-IPO Stockholders).

11. EQUITY-BASED COMPENSATION

The Company recognized equity-based compensation expense related to profit interest units in the form of Incentive Units that vest ratably over afive-year service period beginning on the grant date, subject to continued service through each applicable vesting date ("Time-Vesting Units"), of $3 million and $6 million for the thirteen and twenty-six weeks ended June 28, 2026, respectively. No equity-based compensation expense was recognized in the periods January 1 to January 15, 2025 and January 16 to June 29, 2025. No expense has been recognized related to the Incentive Units that vest upon achievement of specified performance thresholds based on Sponsor realized multiples of invested capital and internal rates of return ("Performance-Vesting Units") as the Company has concluded it is not probable such units will vest as of June 28, 2026.

The following table summarizes activity for the Company’s Incentive Units for the twenty-six weeks ended June 28, 2026:

As of June 28, 2026, $42 million of unrecognized compensation cost related to the Time-Vesting Units remains, which is expected to be recognized over a weighted-average period of 3.9 years.

12. RELATED-PARTY TRANSACTIONS

In the ordinary course of business, the Company enters into transactions with related parties. These transactions are described below.

The Company has relationships with certain franchisees that may be considered variable interest entities (“VIEs”). These franchisees are independently owned and operated, and the Company does not have an equity ownership interest in these entities. The Company’s involvement with these franchisees arises primarily from franchise agreements, as well as, in certain instances, limited guarantees or other forms of financial support.

The Company evaluated these entities and determined that, although certain franchisees may qualify as VIEs, the Company is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact their economic performance. Such activities are primarily controlled by the franchisees, including day-to-day operations, staffing, and local business decisions. Accordingly, the Company does not consolidate these entities.

The Company’s maximum exposure to loss related to these franchisees is limited to the carrying value of any related receivables and any amounts subject to guarantee arrangements.

Due from Unconsolidated Affiliates and Notes Receivable

Amounts due from unconsolidated related party affiliates and notes receivable from related parties totaled less than $1 million as of June 28, 2026 and December 28, 2025, respectively, and are recorded within Prepaid expenses and other current assets and Other assets. These balances represent advances and loans made by the Company to entities owned by a minority equity holder, and members of his immediate family. These advances and notes to franchise owners are unsecured, bear varying interest rates, and are expected to be repaid to the Company in the normal course of business.

Operating Leases

The Company leased corporate office space from an entity owned by the family of the minority equity holder. During the thirteen weeks ended June 28, 2026 the Company vacated this space in connection with the relocation of its headquarters. Management determined that the associated operating lease right-of-use assets were impaired and recorded a non-cash impairment charge of $6 million, inclusive of estimated unavoidable lease and facility costs associated with the vacated facilities. The Company remains obligated under the underlying lease agreements through the expiration of the respective lease terms. These amounts are included within "General and administrative expenses" in the Condensed Consolidated Statements of Operations.

Franchise Owner Ownership

Royalty revenues earned from related party franchise owners represented less than 1% of total revenues for the thirteen and twenty-six weeks ended June 28, 2026 and approximately 1% of total revenues for the periods from January 16 to June 29, 2025 and January 1 to January 15, 2025. These amounts are included within Royalties and other revenues in the Condensed Consolidated Statements of Operations.

On December 31, 2025, the Company entered into a Master Franchise and Operation Agreement with an entity controlled by the Company's founder providing for the development of a minimum of 300 stores to be opened in the United Kingdom and Ireland. No amounts related to this agreement have been recorded in the accompanying financial statements.

Transition Agreement

In connection with the Sponsor Acquisition, the Company entered into a transition agreement with its former Chief Executive Officer, pursuant to which he served as Chair of the Board of Directors of Jersey Mike’s HoldCo, LLC through January 16, 2026. During this period, he continued to receive payment of his base salary and reimbursement for business expenses in accordance with the Company’s expense policy. Total payments under this agreement were less than $1 million for the twenty-six weeks ended June 28, 2026 and approximately $5 million for the annual period ended December 28, 2025 and were recorded within General and administrative expense on the Condensed Consolidated Statements of Operations.

Reimbursement Liability to Sponsor

In connection with the Sponsor Acquisition, the Company entered into an administrative service agreement with the Sponsor, pursuant to which the Company is required to pay or reimburse the Sponsor for certain expenses incurred in connection with the monitoring and evaluation of the Company’s operations. For the twenty-six weeks ended June 28, 2026, approximately $2 million in payments have been made under this agreement. Additionally, the Company has recorded less than $1 million within Accrued expenses and other current liabilities as of June 28, 2026, related to this agreement.

13. SEGMENT INFORMATION

The Company operates as a single reportable segment and reports financial information, including Net income determined in accordance with GAAP, among other measures, on a consolidated basis to our Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”). The CODM uses Net income to make operating decisions, allocate resources, and evaluate financial performance, primarily by monitoring actual results compared to forecasted results, as well as by reviewing year-over-year results and trending historical performance. The CODM also uses Net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of actual versus forecasted results are used in assessing the performance of the segment.

The CODM reviews significant segment expenses for our single reportable segment. Significant segment expenses include General and administrative expenses, Advertising expenses, and Depreciation and amortization, all of which are presented in our Condensed Consolidated Statements of Operations. Other segment items include

Interest income, Interest expense, Loss on extinguishment of debt, Gain on sale of company-owned stores, and Income tax expense, which are also presented in our Condensed Consolidated Statements of Operations.

14. SUBSEQUENT EVENTS

On July 31, 2026, Jersey Mike's Subs Inc. 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. Jersey Mike's Subs Inc. 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 newly issued Common Units from the Company, 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 the Company. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. operates and controls all the business and affairs of the Company and, through the Company and its subsidiaries, conducts the Company's 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 the Company. Jersey Mike’s Subs Inc. will consolidate the Company's consolidated financial statements and record a non-controlling interest related to the Common Units held by the Company's pre-IPO owners, on its consolidated balance sheet and statement of operations.

In addition, in connection with the Reorganization Transactions and the IPO, Jersey Mike’s Subs Inc. 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 the Company. The Company 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.