{"filing":{"accession_number":"0001193125-26-331184","cik":"0002127043","ticker":null,"company_name":"Jersey Mike's Subs Inc.","form":"8-K","filing_date":"2026-08-03","report_date":"2026-07-29","primary_document":"ck0002127043-20260729.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2127043/000119312526331184/ck0002127043-20260729.htm"},"events":[{"id":23488,"run_id":21238,"accession_number":"0001193125-26-331184","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Jersey Mike's Subs Inc. entered into multiple material definitive agreements in connection with its initial public offering on July 29, 2026, including a restructured LLC agreement, tax receivable agreement, exchange agreement, registration rights agreement, and stockholders agreement with Blackstone affiliates, fundamentally restructuring the company's capital and governance in connection with the change of control from private to public ownership.","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23722,"accession_number":"0001193125-26-331184","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Jersey Mike's Subs Inc. entered into multiple material definitive agreements in connection with its initial public offering on July 29, 2026, including a restructured LLC agreement, tax receivable agreement, exchange agreement, registration rights agreement, and stockholders agreement with Blackstone affiliates. While technically an IPO event, the Item 1.01 disclosure focuses on the entry into these material definitive agreements that fundamentally restructure the company's capital and governance in connection with the change of control from private to public ownership, which constitutes a material capital event affecting the registrant's structure and investor rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23489,"run_id":21238,"accession_number":"0001193125-26-331184","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Matthew Bromberg was appointed to the Board of Directors effective July 29, 2026, following the IPO, with compensatory arrangements including a director retainer and RSU award.","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23724,"accession_number":"0001193125-26-331184","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The principal disclosed action is the appointment of Matthew Bromberg to the Board of Directors effective July 29, 2026, following the IPO. While the section also discloses compensatory arrangements (director retainer and RSU award) and adoption of equity plans, the core event is the director appointment. The compensation details are ancillary to the appointment itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23490,"run_id":21238,"accession_number":"0001193125-26-331184","anchor_item_number":"8.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Jersey Mike's completed an IPO on July 31, 2026, issuing 43,478,261 shares of Class A Common Stock at $21.85 per share, raising approximately $950 million gross, with $301 million of net proceeds used to retire debt.","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23726,"accession_number":"0001193125-26-331184","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Jersey Mike's completed an IPO-related offering of 43,478,261 shares of Class A Common Stock at $21.85 per share on July 31, 2026. While the filing discloses use of proceeds for debt repayment, the core material event is the substantial dilutive equity issuance itself. The company raised approximately $950 million gross from the offering, with $301 million of net proceeds used to retire debt. This is a classic dilutive equity issuance typical of an IPO or post-IPO secondary offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23491,"run_id":21238,"accession_number":"0001193125-26-331184","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"summary":"Material modifications to rights of security holders were disclosed in connection with the IPO, with details incorporated from Item 5.03 regarding amendments to articles of incorporation and bylaws.","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23723,"accession_number":"0001193125-26-331184","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with details incorporated from Item 5.03 (which typically covers amendments to articles of incorporation, bylaws, or charter documents). Without the full text of Item 5.03, the specific nature of the modification cannot be determined, but the disclosure itself indicates a governance-related change affecting shareholder rights. This is classified as governance_other because the domain is clearly governance but the specific type of modification is not fully visible in this excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23725,"accession_number":"0001193125-26-331184","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.92,"reasoning":"This disclosure concerns the effectiveness of an Amended and Restated Certificate of Incorporation and Bylaws, which are routine governance documents establishing the company's capital structure and corporate governance framework. While the filing is required under Item 5.03, the substance is administrative—defining authorized share classes and par values—rather than a material event that would affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":23722,"accession_number":"0001193125-26-331184","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Jersey Mike's Subs Inc. entered into multiple material definitive agreements in connection with its initial public offering on July 29, 2026, including a restructured LLC agreement, tax receivable agreement, exchange agreement, registration rights agreement, and stockholders agreement with Blackstone affiliates. While technically an IPO event, the Item 1.01 disclosure focuses on the entry into these material definitive agreements that fundamentally restructure the company's capital and governance in connection with the change of control from private to public ownership, which constitutes a material capital event affecting the registrant's structure and investor rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03"},{"id":23723,"accession_number":"0001193125-26-331184","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with details incorporated from Item 5.03 (which typically covers amendments to articles of incorporation, bylaws, or charter documents). Without the full text of Item 5.03, the specific nature of the modification cannot be determined, but the disclosure itself indicates a governance-related change affecting shareholder rights. This is classified as governance_other because the domain is clearly governance but the specific type of modification is not fully visible in this excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03"},{"id":23724,"accession_number":"0001193125-26-331184","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The principal disclosed action is the appointment of Matthew Bromberg to the Board of Directors effective July 29, 2026, following the IPO. While the section also discloses compensatory arrangements (director retainer and RSU award) and adoption of equity plans, the core event is the director appointment. The compensation details are ancillary to the appointment itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03"},{"id":23725,"accession_number":"0001193125-26-331184","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.92,"reasoning":"This disclosure concerns the effectiveness of an Amended and Restated Certificate of Incorporation and Bylaws, which are routine governance documents establishing the company's capital structure and corporate governance framework. While the filing is required under Item 5.03, the substance is administrative—defining authorized share classes and par values—rather than a material event that would affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03"},{"id":23726,"accession_number":"0001193125-26-331184","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Jersey Mike's completed an IPO-related offering of 43,478,261 shares of Class A Common Stock at $21.85 per share on July 31, 2026. While the filing discloses use of proceeds for debt repayment, the core material event is the substantial dilutive equity issuance itself. The company raised approximately $950 million gross from the offering, with $301 million of net proceeds used to retire debt. This is a classic dilutive equity issuance typical of an IPO or post-IPO secondary offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:07:03.260531+00:00","company_name":"Jersey Mike's Subs Inc.","ticker":null,"filing_date":"2026-08-03"}]}