As confidentially submitted to the Securities and Exchange Commission on April 10, 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

Jersey Mike’s Subs Inc.
(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
Jersey Mike’s Subs Inc.
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.

Table of Contents

Page

Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

We and the underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

Through and including , (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

About This Prospectus

Financial Statement Presentation

Following this offering, Jersey Mike’s Holdings will be the accounting predecessor of Jersey Mike’s Subs Inc. for financial reporting purposes. Immediately following this offering, Jersey Mike’s Subs Inc. will be a holding company, and its sole material assets will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings and, through Jersey Mike’s Holdings and its subsidiaries, conduct our business. The Reorganization Transactions (as defined herein) 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 financial statements of Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. will consolidate Jersey Mike’s Holdings on its consolidated financial statements and record a non-controlling interest related to the Units (as defined herein) held by the Continuing Unitholders who are the owners of Jersey Mike’s Holdings immediately prior to the Reorganization Transactions on its consolidated balance sheet and statement of operations. See “Organizational Structure.”

Jersey Mike’s Holdings was formed on January 7, 2025 primarily as a vehicle to effect the Sponsor Acquisition (as defined below) on January 16, 2025. As Jersey Mike’s Holdings did not have any previous operations, Jersey Mike’s Franchise Systems, LLC (“Jersey Mike’s Franchise Systems”) is viewed as the predecessor to Jersey Mike’s Holdings and its consolidated subsidiaries. Accordingly, this prospectus includes certain historical consolidated financial and other data for Jersey Mike’s Franchise Systems for periods prior to the completion of the Sponsor Acquisition. As a result of the Sponsor Acquisition, a new basis of accounting was created on January 16, 2025. Accordingly, the financial statements included elsewhere herein are separately presented for the periods before and after the application of the new basis of accounting. The financial statements of Jersey Mike’s Franchise Systems prior to the consummation of the Sponsor Acquisition on January 16, 2025, for the period from January 1, 2023 to January 15, 2025 (the “Predecessor Period”), reflect the financial position and operating results of Jersey Mike’s Franchise Systems (the “Predecessor”) prior to completing the Sponsor Acquisition. The period commencing on January 16, 2025 (the “Successor Period”), reflects the financial position and operating results of Jersey Mike’s Holdings and its consolidated subsidiaries (the “Successor”). Under generally accepted accounting principles in the United States (“GAAP”), we are required to present separately our operating results of the Predecessor Period ended January 15, 2025 and the Successor Period.

On December 12, 2025, we changed our fiscal year-end from December 31 to a 52-week fiscal calendar. We now operate on a 52-week fiscal calendar and our fiscal year ends on the last Sunday of such calendar year. Therefore, any references to fiscal year 2025 ended December 28, 2025, refer to the 52-week period. As a result of this 52-week fiscal calendar, a 53rd week must be added to our fiscal year every five or six years. In a 52-week year, all four quarters are comprised of 13 weeks. In a 53-week year, one extra week is added to the fourth quarter. Our fiscal year 2025 ended December 28, 2025 consisted of 52 weeks.

The historical financial information of Jersey Mike’s Subs Inc. has been included in this prospectus as of February 24, 2026 as it is a newly incorporated entity formed on that date. The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, stockholders’ equity and cash flows have not been presented because there has been no business transactions or activities to date.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have been calculated, in some cases, not on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures, on the face of our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Certain Definitions

As used in this prospectus, unless otherwise noted or the context requires otherwise:

Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA are based on information self-reported by our franchise owners and have not been verified by us.

Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional shares of Class A common stock from Jersey Mike’s Subs Inc. and that the shares of Class A common stock to be sold in this offering are sold at $ per share, which is the midpoint of the estimated price range set forth on the front cover of this prospectus.

Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information set forth in this prospectus before deciding to invest in shares of our common stock. If any of the following risks actually occur, our business, results of operation, financial condition, cash flows, and prospects may be materially adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, results of operations, and financial condition. In such case, the trading price of our Class A common stock could decline and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements” in this prospectus. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

Risks Related to Our Business, Industry and Operations

We operate in a highly competitive industry.

The restaurant industry is highly competitive with respect to, among other things, food quality and presentation, taste preferences, functional benefits, food variety, nutritional value, ingredients, convenience, price, brand reputation, brand loyalty, digital engagement, service, value, promotional activities, and location. We face significant competition from national, regional, and locally-owned restaurants, including limited-service restaurants, particularly within the fast-casual dining and traditional fast-food categories, which offer in-store, carry-out, delivery, and/or catering services. We also compete with grocery stores, convenience stores, meal subscription services, and delivery kitchens, especially those that target customers who seek high-quality food. Further, as we continue to innovate on our digital strategy and offer more ways to reach our customers through digital channels, such as the Jersey Mike’s mobile applications, social media and the Jersey Mike’s website, we expect to face increasing competition from food delivery services, which promote a wide variety of restaurant options on their websites and loyalty programs.

Some of our competitors have a more established market presence than we have, and may have better locations, greater name recognition and resources than we do. As a result, these competitors may be better positioned to attract customers by investing more in advertising, endorsements, sponsorships, and social media. If our competitors increase spending on marketing, advertising and promotion, or should the cost of advertising increase or our advertising funds decrease for any reason (including reduced sales, implementation of reduced spending strategies, or a decrease in the percentage contribution to the marketing funds for any reason), our results of operations could be materially adversely affected.

Our larger competitors may also be able to take advantage of greater economies of scale than we can and may be better able to increase prices to reflect cost pressures and increase their marketing and promotional activity, including through discount strategies. Our competitors may also be able to identify and adapt to changes in customer preferences more quickly than we can due to their resources and scale. Changes in customers’ tastes, nutritional and dietary trends, government nutritional guidelines, methods of ordering, and number and location of competing stores often affect the restaurant industry. If we are unable to successfully compete, our sales volume and/or pricing may be subject to downward pressure and we may not be able to increase, or sustain, our growth rate or revenue or maintain profitability.

Further, as we expand our geographic presence and develop our digital channels, we anticipate facing increased competition for channel access. Our competitors will likely grow in number as the sandwich food category grows, and we may face the risk that new or existing competitors will mimic our business model, menu offerings, marketing strategies, and overall concept.

Any of the above competitive factors may materially adversely affect our business, financial condition, and results of operations.

Food safety and packaging issues, food-borne illness concerns and public health concerns may harm our business.

We and our franchise owners handle high-risk foods, such as uncooked meats and produce in Jersey Mike’s stores. We and our franchise owners freshly prepare most of our menu items in-store, and food safety issues (such as food-borne illness and food contamination outbreaks) may occur in the future. Although food safety policies and procedures have been instituted in each Jersey Mike’s store, incidents may result from store personnel’s failure to comply with such policies and procedures; contamination, adulteration, misbranding, recalls or other food safety issues with fresh ingredients or other products provided by third-party suppliers, such as meat and produce that is sliced or prepared in Jersey Mike’s stores and other products offered for sale in stores; and for other reasons beyond our and our franchise owners’ control. If any Jersey Mike’s stores temporarily close, or recall or dispose of products that are suspected or known to be contaminated, misbranded or adulterated, be subject to inspection by U.S. federal, state, local and foreign public health authorities or be impacted by associated negative publicity, our business, financial condition and results of operations and our brand and reputation could be negatively impacted. Public concern over food-borne illnesses linked to meat, produce, and other food products may also cause fear about the consumption of meat, produce, and other food products, which could cause customers to consume less of such products, which could negatively impact our business, financial condition and results of operations. Increased compliance costs due to changed regulations or public health emergencies, such as local outbreaks of communicable diseases, could adversely affect store operations.

Food safety issues may be caused by a variety of factors, many of which are out of our control. For example, these incidents may occur when customers or other individuals, including employees, enter a Jersey Mike’s store while ill and contaminate ingredients, surfaces, or other individuals. These incidents may also occur if store employees do not follow proper sanitation, hygiene, food safety, and other policies and procedures, if store employees do not follow beyond use dates for products, time and temperature controls and other safety measures, or if the equipment used to store ingredients and food products is not properly maintained, malfunctions, or experiences other issues that result in food being stored improperly, including at the wrong temperature. Despite our efforts and the efforts of our franchise owners, it is possible that ingredients, such as meat, produce, or other food or beverage items will not be properly maintained or cultivated throughout the supply and delivery chain. Our third-party distributors and suppliers may not fully comply with applicable food safety regulations and standards and our or their own food safety programs, and these third parties could cause food-borne illness incidents. Any food safety issue arising from a distributor or supplier will likely affect multiple stores rather than a single store. The risk of food safety issues is also increased with respect to catering orders and orders delivered through third-party delivery service providers, as we and our franchise owners often have limited or no control over how the food is delivered, maintained in the course of delivery or served. In addition, Jersey Mike’s stores and third-party distributors are subject to review and examination by local, state, federal and foreign authorities, which may result in temporary or permanent closures. Such closures may negatively impact results and damage our reputation and brand.

Food and beverage items produced at Jersey Mike’s stores and our third-party manufacturers’ facilities are vulnerable to spoilage, contamination, misbranding, adulteration, and food safety issues. Although we require our franchise owners to follow processes and systems designed to ensure compliance with applicable food safety regulations and standards, we cannot guarantee that the products that are delivered to or produced at Jersey Mike’s stores will not be recalled, for example due to possible human error or disease-causing bacteria or pathogens. Furthermore, while our third-party manufacturers must also comply with our food safety standards, we do not have control over their cultivation, manufacturing and packaging processes. The occurrence of food-borne illnesses or food safety issues could result in a temporary supply disruption, recalls, adverse publicity, complaints, litigation, and adversely affect the price and availability of affected ingredients.

In addition, we have limited control over the handling procedures of our suppliers and distributors that ship food to Jersey Mike’s stores. From time to time, we may need to recall or withdraw some or all of our products if they become, or may or are suspected to have become, damaged, contaminated, adulterated, or misbranded, whether caused by us, our franchise owners, or someone in our supply chain. For example, we have previously conducted a voluntary product withdrawal of pepper ham supplied by one of our suppliers. A recall or withdrawal could result in destruction of food ingredients and inventory, negative publicity, litigation, temporary or permanent store or facility closings for us or our third-party suppliers and contract manufacturers, supply chain interruption, substantial costs of compliance or remediation, fines, and increased scrutiny by U.S. federal, state, local, and foreign regulatory agencies. New scientific discoveries regarding food safety and food manufacturing may bring additional risks and latent liability. If

consumption of any food causes or is alleged to cause injury or illness, we may be subject to litigation and may incur litigation costs and become liable for monetary damages as a result of a judgment against us, our franchise owners, or fines by U.S. federal, state, local, and foreign regulatory agencies.

The protocols and procedures that we have in place to respond to food safety and food packaging incidents and the public statements we make in response to such incidents may not be sufficient to address the potential impact to the safety of Jersey Mike’s customers and our reputation. Furthermore, any food safety or food packaging incident, whether actual or perceived, could result in negative publicity and public speculation and adversely impact our brand, reputation, and sales. This risk is exacerbated by the fact that social media enables negative publicity, whether or not accurate, to be rapidly disseminated before there is any meaningful opportunity to investigate, respond to and address an issue. In addition, any food safety or food packaging incident that occurs, including those that occur solely at a competitor’s store, or at one of our or our suppliers’ facilities, could result in negative publicity about the restaurant industry generally or with respect to our products, which could in turn have an adverse effect on our business even if Jersey Mike’s stores are not subject to such a food safety incident, or, for example, even if Jersey Mike’s stores disposed of the recalled food product prior to consumption by any customers, and there was no cross contamination at our or our franchise owners’ stores. In addition, the health, safety and environmental risks of per- and polyfluoroalkyl substances and glyphosate in food products have been the subject of increased consumer and regulatory scrutiny and litigation involving others in the restaurant industry.

Our stated Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA and Store-level Margin may not be indicative of future results of any new franchise restaurant.

Build Costs, AUVs, store-level operating costs, Store-level EBITDA and Store-level Margin of any new restaurant may differ from average levels experienced by our franchise owners in prior periods due to a variety of factors, and these differences may be material. Accordingly, our stated Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA and Store-level Margin may not be indicative of future results of any new franchise restaurant. In addition, estimated initial Build Costs and store-level operating costs are based on information self-reported by our franchise owners and have not been verified by us. Furthermore, performance of new restaurants is impacted by a range of risks and uncertainties beyond our franchise owners’ control.

Unexpected events have impacted and may in the future impact our business, financial condition and results of operations.

The occurrence of one or more unexpected events, including war, military actions, acts of terrorism, epidemics and pandemics, fires, tornadoes, tsunamis, hurricanes, earthquakes, floods, and other forms of severe weather (including those caused or exacerbated by climate change), natural or man-made disasters, civil unrest, financial and social instability, workplace violence, cyberattacks and other data security incidents, or other events that lead to avoidance of public places or restrictions on public gatherings in Jersey Mike’s stores, particularly if located in regions where we have significant operations in the United States or in other countries in which we operate, or in which our suppliers are located, have affected and could in the future affect our operations and financial performance. Such events could affect our and our franchise owners’ customer traffic, sales and operating costs and/or cause complete or partial closure of one or more of our suppliers or distributors, cause temporary or long-term disruption or inoperability of our information technology systems (including those of our Third-Party Providers and our proprietary digital platform), temporary or long-term disruptions in our delivery channel or the supply of products from suppliers, and disruption and delay in the transport of products, any of which may have a material adverse effect on our business, financial condition, and results of operations. Existing insurance coverage may not provide protection from all of these risks and costs that may arise from such events, including product liability and recalls.

In addition, our operations could be disrupted if any employees at our or our franchise owners’ stores had or were suspected of having avian flu, swine flu, Escherichia coli (E. coli) or other food-borne illnesses, or other highly communicable illnesses such as hepatitis A or norovirus, since this could require us or our franchise owners to operate with a reduced number of employees who are not ill or temporarily close stores and facilities or take other measures determined by us or local governmental authorities, such as departments of public health.

Furthermore, other viruses may be transmitted through human contact, and the risk or perceived risk of contracting viruses could cause employees or customers to avoid gathering in public, which could adversely affect store customer traffic or the ability to adequately staff stores. We could also be adversely affected if government authorities impose mandatory or voluntary closures, impose restrictions on operations of stores, or restrict the import or export of products, or if suppliers issue recalls of products.

Our and our franchise owners’ Third-Party Providers’ inability or failure to execute a comprehensive business continuity plan following a disaster or force majeure event could have a material adverse impact on our business.

Our operations depend upon our and our franchise owners’ Third-Party Providers’ ability to protect our critical information technology equipment and systems against physical theft and damage from power loss, cybersecurity attacks and other data security incidents, improper or unauthorized usage by employees or others, telecommunications failures or other catastrophic events, such as fires, earthquakes, tornadoes and hurricanes, climate change, widespread power outages caused by severe storms, as well as from internal and external threats, and other disruptive problems or incidents. Any damage, failure, or breach of our or our franchise owners’ Third-Party Providers’ information systems that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities as well as other harms such as reputational damage. For more information, see “—We and our franchise owners rely on information technology systems to process transactions and manage our business, and a disruption or a failure of such systems or issues with our key technology providers or technology could harm our ability to effectively manage our business and/or result in the loss of customers.” If we, our franchise owners or Third-Party Providers are unable to fully implement a disaster recovery plan, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations, and other breakdowns in normal communication and operating procedures that could have a material adverse effect on our financial condition, results of operation, and exposure to administrative and other legal claims. In addition, these threats are constantly evolving, which increases the difficulty of accurately and timely predicting, planning for and protecting against the threat. As a result, our disaster recovery procedures and business continuity plans may not adequately address all threats we face or protect us from loss and other harms.

Growth of our franchise business is dependent to a large extent on new store openings, which may be affected by factors beyond our control.

Our growth plan includes a combination of opening new franchised stores and increasing same store sales. Our existing management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain management personnel. We may not be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and on our existing infrastructure or be able to hire or retain the necessary management personnel.

Our results of operations are significantly dependent on the operational and financial success of our franchise owners. We receive royalties, franchise fees and contributions to advertising funds from our franchise owners. Growth in royalties and contributions is dependent largely on new franchise store openings. Numerous factors beyond our control may affect franchised store openings, which in turn could hurt our business, financial condition and results of operations. We and our franchise owners may not be able to open planned new stores on a timely basis, if at all, given the uncertainty of numerous factors, including the availability of potential store sites, demographics, traffic patterns, available financing and construction.

The number and timing of new stores opened during any given period may be negatively impacted by a number of factors including, without limitation:

If we and our franchise owners are unable to expand in existing markets or penetrate new markets, our and our franchise owners’ ability to increase revenues and profitability may be harmed. In addition, we and our franchise owners continue to improve existing stores through remodels, upgrades, and regular upkeep. If the costs associated with such remodels, upgrades, or regular upkeep are higher than anticipated, stores are closed for remodeling for longer periods than planned, or remodeled stores do not perform as expected, we and our franchise owners may not realize our and their projected return on investment, which could have a material negative effect on our business, financial condition and results of operations.

Our success depends in significant part on the future performance of existing and new franchised stores, and we are subject to a variety of additional risks associated with our franchise owners.

As of December 28, 2025, approximately 99% of Jersey Mike’s stores were operated by franchise owners. As a result, a substantial portion of our revenue comes from royalties generated by our franchised stores. Accordingly, our franchise owners are contractually obligated to operate their stores in accordance with the operations, safety, and health standards set forth in our franchise agreements and applicable laws. While we will attempt to properly train and support all of our franchise owners, franchise owners are independent third parties whom we do not control. The franchise owners own, operate, and oversee the daily operations of their stores. Accordingly, we are reliant on the performance of our franchise owners in successfully operating their stores and paying royalties to us on a timely basis. Our franchise system subjects us to a number of risks, any one of which may impact our ability to collect royalty payments from our franchise owners, harm the goodwill associated with our franchise, and materially adversely affect our business and results of operations.

Our franchise owners are an integral part of our business. We may be unable to successfully implement our growth strategy without the participation of our franchise owners and the adherence by our franchise owners to brand standards. Our franchise owners may fail to focus on the fundamentals of store operations, such as quality, service, and cleanliness, which would have a negative impact on our success and/or adversely impact the goodwill associated with our franchise program. In addition, our franchise owners may fail to renovate their existing stores or support our marketing initiatives, which could materially adversely affect their sales trends, average weekly sales, and results of operations, thereby impacting our royalty revenue. Although we provide frequent training opportunities to our franchise owners to support consistency across the franchise system, there may be differences in the quality of operations at our franchised stores that impact the profitability of those franchised stores. Also, the failure of our franchise owners to adequately engage in succession planning may affect their store operations and development of new stores, which in turn could hurt our business, financial condition and results of operations.

In addition, franchise owners may not have access to the financial or management resources that they need to open the stores contemplated by their area development agreements and franchise agreements or be able to find suitable sites on which to develop them, or they may elect to cease development for other reasons. Franchise owners may not be able to negotiate acceptable lease or purchase terms for the sites, obtain the necessary permits and governmental approvals or meet construction schedules. Any of these problems could slow our growth from franchise operations and reduce our revenues from franchise fees and royalties. Additionally, financing from banks and other financial institutions may not always be available to franchise owners to construct and open new franchised stores. The lack of adequate financing could adversely affect the number and rate of new store openings by our franchise owners and adversely affect our revenues from franchise fees and royalties.

In addition, there is no guarantee that we will maintain the ability to attract, retain or motivate our franchise owners and if our franchise owners fail to renew their franchise agreements or breach the terms of their franchise agreements, our royalty revenue may decrease. The standard term of our franchise agreement is ten years. Upon expiration of the initial ten-year term, a franchise owner may renew the franchise agreement for an additional successive term of ten years, so long as the franchise owner meets certain conditions of the franchise agreement. If a franchise owner is unable to satisfy the required renewal conditions when seeking to renew their franchise agreement, or the franchise owner chooses not to renew the franchise agreement, we may be unable to find a new franchise owner to replace such lost revenues. Further, franchise owners are required to conform to specified product quality standards and specifications pursuant to their franchise agreements in order to protect our brand and to optimize franchised store performance. Under the franchise agreements, franchise owners agree to purchase food and beverage items, ingredients or supplies only from sources approved by us and franchise owner may breach this and the standards set forth in their respective franchise agreements. Further, the federal government and some states have laws, regulation, and guidance regarding the offer and sale of franchises that require disclosure of specified information to franchise owners. The laws, regulation, and guidance are subject to change and can limit fees we charge to franchise owners and certain states may restrict our ability to terminate or decline to renew a franchise. All of the foregoing could have a negative impact on our brand, which could materially and adversely affect our business, financial condition, and results of operations.

The actual or perceived failure of our franchise owners to comply with applicable laws and contractual requirements could negatively impact our reputation, results of operations or ability to hire or retain employees. For example, our franchise owners are solely responsible for making their own hiring, firing and disciplinary decisions, scheduling hours and establishing compensation for their employees. Furthermore, if any of our key franchise owners were to become insolvent or otherwise was unable or unwilling to pay us royalties, advertising fees or other amounts owed, our business, financial condition, and results of operations could be adversely affected. In a franchise owner bankruptcy, the bankruptcy trustee may reject its franchise agreements under the applicable bankruptcy code, in which case there would be no further royalty payments from such franchise owner. The amount of the proceeds, if any, that may ultimately be recovered in a bankruptcy proceeding of such franchise owner may not be sufficient to satisfy a damage claim resulting from such rejection.

We and our franchise owners may be unable to secure and renew desirable store locations to maintain and grow our business.

The success of any store depends in substantial part on its location. Neighborhood or economic conditions where Jersey Mike’s stores are located could decline in the future as demographic patterns change, resulting in potentially reduced sales in those locations. Our sales and growth strategies may be adversely affected if we or our franchise owners cannot obtain and renew desirable locations for stores at reasonable prices due to, among other things, higher than anticipated acquisition, construction, development or remodel costs, difficulty negotiating leases with acceptable terms, delays or cancellation of new site developments by developers, land use or zoning restrictions, or challenges in securing required governmental permits. Competition for store locations can be intense and other restaurant companies may be able to use their size and financial resources to negotiate more favorable lease terms, priority or exclusivity with landlords and developers. If sales trends or economic conditions worsen for franchise owners, their financial results may deteriorate, which could result in, among other things, store closures, delayed or reduced payments to us of amounts owed under their franchise agreements, advertising contributions, rents and, delayed or reduced payments to us or our affiliates for inventory and supplies.

There are risks associated with our increasing dependence on digital commerce and delivery platforms to maintain and grow sales.

Customers are increasingly using our proprietary e-commerce website and web and/or mobile applications. Customers also increasingly utilize alternative methods of digital ordering and delivery technology, including mobile applications owned by third-party delivery aggregators and third-party developers and payment processors, to order, pay for and have products delivered. As a result, we and our franchise owners are increasingly reliant on digital ordering and payment as a sales channel and our and our franchise owners’ business and growth prospects could be negatively impacted if we and they are unable to successfully execute or maintain our consumer-facing digital initiatives, such as delivery, curbside pick-up and mobile carryout, or are otherwise unable to effectively adapt to developments associated with alternative methods of delivery, including advances in digital ordering and delivery

technology, autonomous vehicle delivery, and changes in consumer behavior resulting from these developments. Further, the Jersey Mike’s web and/or mobile applications and online ordering system could be interrupted by power loss, technological failures or user errors, and be subject to cybersecurity attacks and other data security incidents, as well as other forms of sabotage, which could adversely impact store sales and brand image.

If the third-party delivery aggregators, including marketplace and delivery as a service, cease or curtail their operations, fail to maintain sufficient labor force to satisfy demand, provide poor customer service, materially change fees or their terms, access or visibility to products, or give greater priority or promotions to our competitors, our business may be negatively impacted. In addition, third-party delivery services typically charge stores a per order fee, and as such utilizing third-party delivery services may not be as profitable as sales directly to our customers, and may also introduce food safety, quality and customer satisfaction risks outside of our control. The third-party delivery business is also the subject of increased scrutiny from regulators, which may result in additional costs and expenses that the third-party delivery businesses and aggregators may seek to pass through to participating stores or otherwise adversely impact such stores. These third-party digital ordering and payment platforms used in connection with Jersey Mike’s stores also could be damaged or interrupted by power loss, technological failures, user errors, cybersecurity attacks and other data security incidents, other forms of sabotage, inclement weather or natural disasters and have experienced, and may continue to experience, interruptions limiting or delaying customers’ ability to order through such platforms and potentially making customers less inclined to return to such platforms. Additionally, our delivery partners may use customer data for Jersey Mike’s orders placed on their platforms to encourage such customers to order from other stores who may be our competitors.

If we do not continue to grow our digital business, it may be difficult for us to achieve our planned sales growth. As the digital space around us continues to evolve, our technology needs to evolve concurrently to remain competitive with the industry. If we do not maintain our digital systems, including the Jersey Mike’s web and/or mobile applications and online ordering system, which are competitive within the industry, our digital business may be adversely affected and could impact store sales. We are also subject to general business regulations and laws as well as federal and state regulations and laws specifically governing the Internet, mobile devices, and e-commerce that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth of the Internet, mobile devices, e-commerce, or other online services, and increase the cost of providing online services, require us to change our business practices, or raise compliance costs or other costs of doing business.

If we fail to identify, recruit and contract with a sufficient number of qualified franchise owners, our ability to open new franchised stores and increase our revenue could be materially adversely affected.

The opening of additional franchised stores depends, in part, upon the availability of prospective franchise owners who meet our criteria. We may not be able to identify, recruit or contract with suitable franchise owners in our target markets on a timely basis or at all. Although we have developed criteria to evaluate and screen prospective franchise owners, our franchise owners may not ultimately have the business acumen or be able to access the financial or management resources that they need to open and successfully operate the stores contemplated by their agreements with us. Existing franchise owners may elect to cease store development for other reasons and state franchise laws may limit our ability to terminate or modify these franchise agreements. If any of these situations occur, our growth may be slower than anticipated, which could materially adversely affect our ability to increase our revenue and materially adversely affect our business, financial condition and results of operations.

Also, the number of new franchised stores that actually open in the future may differ materially from the number of signed commitments from existing and new franchise owners. The historic conversion rate of signed commitments to new franchised stores may not be indicative of the conversion rates we will experience in the future, and the total number of new franchised stores actually opened in the future may differ materially from the number of signed commitments disclosed at any point in time.

The inability to expand in accordance with our plans or to manage the risks associated with our growth could have a material adverse effect on our business, financial condition and results of operations.

Our expansion into new and in existing markets may present increased risks.

New stores may be located in markets where there may be limited or no market recognition of our brand. Those markets may have competitive conditions, consumer tastes and discretionary spending patterns that are different from those in our existing markets, and we may encounter well-established competitors with substantially greater financial resources than we do. As a result, those new stores may be less successful than stores in our existing markets.

We may need to build brand awareness in new markets through greater investments in advertising and promotional activity than we originally planned, which could negatively impact the profitability in such new markets. Our franchise owners may find it more difficult in new markets to hire, motivate and keep qualified employees. In addition, we may have difficulty finding reliable suppliers or distributors or ones that can provide us and franchise owners, either initially or over time, with adequate supplies of ingredients meeting our quality standards. Stores opened in new markets may also have lower average store sales than stores opened in existing markets and may take longer to, or fail to, grow and reach expected sales and profit levels. Additionally, new markets may have higher rents and labor costs. These factors could negatively impact store unit economics and overall profitability.

We also intend to continue opening new franchised stores in our existing markets as a core part of our growth strategy. As a result, the opening of a new franchised store in or near markets in which company-owned or franchised stores already exist could adversely affect the sales of existing company-owned or franchised stores. See, “— Our expansion into international markets exposes us to a number of risks that may differ in each country where we have stores.”

Changes in the control of our franchise owners may impair the success of franchised stores or result in the termination of a franchise owner’s right to operate its franchised store.

In the event of the death or disability of a franchise owner (if a natural person) or a principal of a franchise owner entity, the executors and representatives of the franchise owner or franchise owner principal, as the case may be, are generally permitted to transfer the relevant franchise agreement to a successor franchise owner approved by us. There is, however, no assurance that any such successor would be found or, if found, would be able to perform the former franchise owner’s obligations under such franchise agreement or successfully operate its franchised store. In the event that an acceptable successor franchise owner is not located and approved within the time period designated in the franchise agreement, the franchise owner would be in default under its franchise agreement and, among other things, the franchise owner’s right to operate its franchised store could be terminated. If a successor franchise owner is not found, or the successor franchise owner that is found is not as successful in operating the franchised store as the then-deceased franchise owner or franchise owner principal, this could adversely affect store sales, which in turn may have a material effect on our business, financial condition and results of operations.

New stores may not be profitable and may negatively affect sales at our existing locations.

Although we and our franchise owners institute certain operating and financial performance targets for new stores, these new stores may not meet these targets or may take longer than anticipated to do so. Historically, labor and operating costs associated with a newly opened store are sometimes materially greater in the first six months of operations, both in aggregate dollars and as a percentage of revenue. New stores often take a period of time to reach planned operating efficiency, due to costs and challenges associated with identifying, hiring, training, and retaining qualified employees, including managers, and instilling and enforcing our brand standards. Any new stores that are opened may not be profitable or achieve operating results similar to existing stores on a similar timeframe or at all. If new stores do not perform as planned, our business, financial condition, and results of operations could be harmed.

In addition, the opening of new stores in or near markets in which a store is already located could adversely affect sales at existing stores, particularly in markets in which we have a high concentration of stores. Existing stores within a market could also make it more difficult to build a customer base for a new store in the same market. While we have engaged and will continue to implement strategies to open new stores that are not expected to materially affect sales at existing stores, it is possible that new stores may cannibalize sales at existing stores, which could adversely affect our and our franchise owners’ profitability.

Our expansion into international markets exposes us to a number of risks that may differ in each country where we have stores.

As of December 28, 2025, we have stores in the United States and Canada and plan to accelerate our growth internationally. For example, on December 31, 2025, we entered into a Master Franchise and Operation Agreement providing for the development of a minimum of 300 stores to be opened in the United Kingdom and Ireland. Expansion in international markets may be affected by local economic, market, and cultural conditions. Our business, financial condition and results of operations may be adversely affected if the global markets in which our franchised stores compete are affected by changes in political, economic, or other factors. These factors, over which neither our franchise owners nor we have control, may include:

Our international expansion efforts may require considerable management time as well as start-up expenses for market development before any significant revenues and earnings are generated. Negotiated incentives or discounts provided in connection with the opening of new markets may result in lower cash flows and profits than existing international markets. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local economic and market conditions. Therefore, as we continue to expand internationally, we or our franchise owners may not experience the operating margins we expect, we may experience a delay in or loss of royalty income, our results of operations and growth may be negatively impacted, and our common stock price may decline. In addition, we have entered, and may in the future enter, into agreements or arrangements with third-party area representatives, area developers, and/or master franchisees that may provide exclusive rights to develop or open Jersey Mike’s stores in a particular territory. Our performance and success in these territories will depend on the performance and success of third parties, which is outside our control, and may negatively impact our results of operations and growth.

We are vulnerable to changes in consumer preferences and regulation of consumer eating and consumption habits that could harm our business, financial condition, and results of operations.

Consumer preferences and eating habits often change rapidly and without warning, moving from one trend to another among many products or concepts. We depend on some of these trends, including the trend regarding away-from-home or take-out dining. Consumer preferences towards away-from-home and take-out dining or certain food products might shift as a result of, among other things, new information, attitudes regarding diet and health concerns, adoption of pharmaceuticals that suppress appetite such as GLP-1’s, or dietary trends related to cholesterol, carbohydrate, fat and salt content of certain food items, including sandwiches, in favor of foods that are perceived as healthier. In addition, some of our products contain allergens such as egg, milk, fish, and sesame, as well as sugar, sodium, and sulphites, the health effects of which are the subject of public and regulatory scrutiny, and the consumption of which may be or have been associated with a variety of adverse health effects. A change in consumer preferences away from our offerings would have a material adverse effect on our business, financial condition, and results of operations. Negative publicity over, or increased costs relating to, the health aspects of, or animal welfare or other social or environmental concerns related to, the food items we sell may adversely affect demand for our menu items and could have a material adverse effect on traffic, sales and results of operations.

If our customers perceive our menu items to contain unhealthy caloric, sugar, sodium, or fat content, or negatively perceived ingredients, our results of operations could be adversely affected. Stores covered by the law and related regulations must also have a reasonable basis for the nutrient information provided to customers, including nutrient analyses, laboratory analyses, and nutrition facts labels, and if the information used to substantiate the nutrient information on our menus and menu boards is inaccurate, we may be subject to reputational damage, false advertising claims, enforcement actions from federal, state, local, and foreign regulators, penalties, civil actions, and litigation. The success of Jersey Mike’s store operations depends, in part, upon our ability to effectively respond to changes in consumer preferences and eating habits, negative publicity and consumer health and disclosure regulations and to adapt our menu offerings to fit the dietary needs, preferences and eating habits of our customers without sacrificing quality or flavor. To the extent we are unable to respond with appropriate changes to our menu offerings, it could materially adversely affect customer traffic and our results of operations. Furthermore, any change in our menu could result in a decrease in existing customer traffic.

We may not be able to adequately obtain, maintain, protect or enforce our rights in our intellectual property and other proprietary rights.

Our success depends in part on our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary rights. We rely on a combination of trademark, trade secret, and copyright laws, as well as contractual rights, such as confidentiality, invention assignment, license and other intellectual property agreements, to protect our intellectual property and other proprietary rights. However, these laws, procedures and agreements provide only limited protection and may not be adequate to protect any of our intellectual property or other proprietary rights from being challenged, invalidated, circumvented, infringed, diluted, misappropriated or otherwise violated. The obtainment, maintenance, protection and enforcement of our intellectual property and other proprietary rights may require the expenditure of significant financial, managerial and operational resources. For example, efforts to monitor the infringement, misappropriation or other violation of our intellectual property or other proprietary rights by third parties are difficult, expensive, and time-consuming, and there can be no assurance that we will be able to prevent third parties from infringing, misappropriating or otherwise violating our intellectual property or other proprietary rights or detect such activity in a timely manner or at all. We have in the past instituted, and may from time to time in the future be required to institute, litigation or other proceedings to enforce our trademarks and other intellectual property and proprietary rights. Such litigation or other proceedings could result in substantial costs, or the diversion of resources and attention of our management, and could negatively affect our sales, profitability, and prospects regardless of whether we are able to successfully enforce our rights.

Our intellectual property and other proprietary rights are material to the conduct of our business and our trademark portfolio is particularly significant as our brand recognition is one of our key differentiating factors from our competitors. The success of our business depends in part on our ability to use our trademarks, service marks, and other intellectual property and proprietary rights, including our name and logos and the unique character, atmosphere, and ambiance of Jersey Mike’s stores, to increase brand awareness and further develop our brand reputation in the market. However, our competitors may develop similar offerings, including menu items and concepts, and there can

be no assurance that our intellectual property and other proprietary rights will be sufficient to distinguish our products or services from those of our competitors and/or provide us with a competitive advantage.

Further, the steps we have taken to protect our intellectual property and other proprietary rights in the United States and other jurisdictions may not be adequate or effective. For example, we have registered and applied to register trademarks and other intellectual property in the United States and other jurisdictions, but we cannot guarantee that our trademark applications will be approved and mature into registrations or that we will otherwise obtain adequate trademark protection. In addition, our competitors or other third parties may file for registrations of or otherwise use trademarks and branding similar or identical to ours, and we may not be able to adequately prevent such practices or successfully challenge such third-party rights, which could harm the value of our business, result in the abandonment, dilution, or invalidity of trademarks associated with our business, prevent us from being able to use these trademarks to develop brand recognition, require us to expend financial resources to license or acquire such rights and adversely affect our results of operations, financial condition or prospects. Also, third parties may oppose and successfully challenge the validity, scope and/or enforceability of our trademark and other intellectual property and proprietary rights. In the event that our trademarks are successfully opposed, challenged, circumvented or declared generic, we could be forced to rebrand our products or services, which could result in loss of brand recognition, and could require us to devote substantial resources to developing, advertising and marketing new brands that may not ultimately be successful.

In addition, any success we have had registering and protecting our intellectual property in the United States and certain other jurisdictions does not guarantee that we will have similar success in other jurisdictions. As we expand our operations outside the United States, our exposure to unauthorized use of our intellectual property and other proprietary rights may increase, and the failure to obtain, maintain, protect and enforce our intellectual property and other proprietary rights in such other jurisdictions could adversely affect our business, results of operations, and financial condition. Further, effective intellectual property protection may not be available in every jurisdiction in which we currently, or may in the future, conduct business and the laws of some jurisdictions may not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. We do not have identical or analogous intellectual property protection in all jurisdictions, which could risk freedom to operate in certain jurisdictions if we were to expand. We may need to expend additional resources to obtain, maintain, protect or enforce our intellectual property or other proprietary rights domestically or internationally, which could adversely affect our business, results of operations and financial condition.

We also rely on trade secret protection for certain aspects of our business, including our recipes and formulations, operations manuals and proprietary in-house point-of-sale (“POS”) platform. Trade secret protection is risky and uncertain, and the disclosure or independent discovery or development of our proprietary recipes, formulations, operations manuals and POS platform could have a material adverse impact on our business and results of operations. Trade secrets are protected only as long as they remain secret and reasonable efforts are made to maintain their confidentiality. We seek to protect these trade secrets and other confidential information through trade secret laws and contractual arrangements, including invention assignment and confidentiality agreements with our employees, contractors, franchise owners and other third parties, as well as other reasonable actions, such as the use of physical and technological security measures. While we maintain a policy requiring our employees and others to enter into agreements to protect our intellectual property and other proprietary rights, we cannot guarantee that such agreements are sufficient to protect our intellectual property or other proprietary rights, or that all parties who have access to our trade secrets or other proprietary information have executed an invention assignment or confidentiality agreement with us. Further, we cannot guarantee that any executed agreements or physical or technological security measures will not be breached or that any of our efforts designed to safeguard our trade secrets and other confidential information will be effective in controlling access to, and use and distribution of, our intellectual property and other proprietary, confidential, or sensitive information, or that we will have adequate remedies in the event of a breach. Moreover, we rely on our franchise owners to adequately protect our trade secrets and other confidential information. If our trade secrets, or other intellectual property or proprietary rights are infringed, misappropriated, disclosed (intentionally or inadvertently), copied, or otherwise violated, or independently developed or reverse-engineered by third parties, including competitors, we may lose our competitive advantage with no adequate remedy. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, if third parties lawfully obtain or independently develop our trade secrets or other proprietary, confidential or sensitive information, we would not have legal recourse (including the assertion of trade secret rights) to prevent such third parties from using such trade secrets or information to compete with us.

Failing to protect and maintain the secrecy of our trade secrets or other proprietary, confidential or sensitive information for any reason could adversely affect our business, results of operations, and financial condition.

Our efforts to obtain, maintain, protect and enforce our intellectual property or other proprietary rights may be met with defenses, counterclaims, and countersuits attacking the ownership, scope, validity and enforceability of our intellectual property or other proprietary rights. An adverse determination of any litigation or other proceedings could put our intellectual property or other proprietary rights at risk of being invalidated, deemed unenforceable or reduced in scope and there is a risk that some of our proprietary, confidential or sensitive information could be compromised by discovery during intellectual property litigation. Our inability to protect our intellectual property or other proprietary rights against infringement, misappropriation or other violations, as well as any costly litigation or diversion of our management’s attention and resources, could allow competitors to develop and commercialize services or products similar to ours and thereby reduce demand for our offerings, delay future sales and introductions of new products, result in our substituting inferior or more costly technologies into our business, or injure our reputation.

Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party software.

The success of our growth depends, in part, on our ability to integrate third-party software and other technology, including third-party delivery services such as Uber Eats, DoorDash, GrubHub and other food delivery services into our platforms (including mobile applications and POS system). Our growth of our business will continue to depend on third-party relationships, including relationships with digital service providers, ordering service providers, aggregators, digital agencies, payment processors, marketing technology providers, and other partners. Identifying, negotiating, and documenting relationships with third parties, in a manner compliant with applicable laws and regulations, and integrating third-party software and technology requires significant time and resources, and Third-Party Providers may make material changes to their businesses, solutions, or services that could be detrimental to or otherwise adversely affect our business. If any of these third parties terminate their relationship with us or refuse to renew their agreement with us on commercially reasonable terms, we would need to find an alternative provider and may not be able to secure similar terms or replace such provider in an acceptable time frame.

Such third-party software and technology, and the terms on which they are offered, are constantly evolving, and we may not be able to maintain or modify our platform to ensure compatibility with such third-party offerings, which could cause our platforms to not operate as efficiently or effectively as such platforms have previously operated, or may cause other issues. Moreover, we cannot be certain that such software and technology do not infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights of others, or that our suppliers and licensors have sufficient rights in or to such software and technology, or intellectual property or other proprietary rights therein, in all jurisdictions in which we may operate. If we are unable to obtain, maintain, protect or enforce our rights to any of this software or technology, including if we are unable to continue to obtain the software or technology or enter into new agreements on commercially reasonable terms, we may be forced to redesign our technology or acquire or develop alternate software or technology (which may require significant time and effort, be of lower quality or performance standards or ultimately not be successful) and our ability to provide or develop our offerings containing that software or technology could be adversely affected, which could adversely affect our business, financial condition, results of operations, and prospects.

Our reliance on third parties, including our franchise owners and other licensees, may negatively impact our ability to protect our intellectual property or other proprietary rights.

We cannot guarantee that franchise owners or other third parties with licenses to use our intellectual property and other proprietary rights will not take actions that may harm the value of our intellectual property or other proprietary rights, including the Jersey Mike’s brand. We license certain intellectual property and other proprietary rights to our franchise owners, product suppliers, manufacturers, distributors, advertisers and other third parties. Although we monitor and restrict third-party activities through our partnership and license agreements, third parties, including our franchise owners and other licensees, may use, refer to, or make statements about the Jersey Mike’s brand that do not make proper use of our trademark, service marks or required designations, that improperly alter trademarks, service marks, or branding, or that are critical of the Jersey Mike’s brands or place the Jersey Mike’s brand in a context that may tarnish its reputation. Moreover, unauthorized third parties may conduct business using

our intellectual property or other proprietary rights to take advantage of the goodwill of the Jersey Mike’s brand, resulting in consumer confusion or dilution. Any reduction of our goodwill, consumer confusion, or dilution is likely to impact sales, and could materially and adversely impact our business and operating results.

We have been, and may in the future be, subject to claims that we violated certain third-party intellectual property or other proprietary rights.

Third parties have in the past asserted, and may in the future assert, that we infringe, misappropriate, or otherwise violate their intellectual property or other proprietary rights. We cannot guarantee that we have not, do not, or will not infringe, misappropriate, or otherwise violate the intellectual property or other proprietary rights of others. Any claim against us relating to intellectual property or other proprietary rights, with or without merit, could be time-consuming, expensive to settle or litigate, and could divert the attention of our management, even if we were ultimately successful. Litigation regarding intellectual property and other proprietary rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters. Any claims successfully brought against us could subject us to significant liability for damages or other fees, including treble damages if we are found to have willfully infringed certain types of intellectual property rights, and we may be required to stop using brands, products, technology, or other intellectual property or proprietary rights alleged to be in violation of a third-party’s rights in one or more jurisdictions where we do business. We also may be required to seek a license for third-party intellectual property or enter into a settlement or coexistence agreement that may limit our rights or the scope of our business operations in some way. A license may not be available, or the license may require us to submit to unreasonable terms, including requiring us to pay significant royalties, which could increase our operating expenses. We may also be required to develop alternative non-infringing branding or products, which could require significant time and expense, and may ultimately be unsuccessful. If we cannot license or develop replacements for any allegedly infringing aspect of our business, we could be forced to limit our products or services and may be unable to compete effectively. Any of these results could adversely affect our business, financial condition, and results of operations.

Our use of open source software could compromise the proprietary nature of our software and could expose us to other legal liabilities and technological risks.

Certain of our technologies, such as our POS platform, utilize or incorporate open source software, and we may incorporate open source software in the future, which, in some instances, may subject us to certain unfavorable conditions. For example, certain open source licenses may give rise to requirements to disclose or license our proprietary source code, or make available any derivative works or modifications of the open source software code, on unfavorable terms or at no cost. While we have implemented policies relating to our use of open source software that are designed to mitigate such risks, we cannot guarantee that we use open source software in a manner that is consistent with such policies.

Furthermore, there are many types of open source licenses, many of which have not been interpreted or adjudicated by U.S. or other courts and these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products and services. As such, our use of open source software could subject us to significant legal expense, damages and obligations to comply with onerous conditions or restrictions on the use of our proprietary software and we could be required to seek licenses from third parties and pay royalties in order to continue using the open source software necessary to operate our business, or be required to discontinue use of or re-engineer our software.

In addition, the use of open source software may entail greater technical and legal risks than those associated with the use of third-party commercial software, as open source software is generally provided on an “as-is” basis and the public availability of such software may make it easier for others to compromise our platform. Open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims, security and other vulnerabilities or the quality of the software code. We cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance.

Any of the foregoing could prevent the deployment or impair the functionality of our software, delay the introduction of new technological capabilities, result in a failure of our technologies, subject us to cyberattacks and other data security incidents or subject us to significant legal expenses and damages, any of which could have an adverse impact on our business, results of operations and financial condition.

We and our franchise owners rely on information technology systems to process transactions and manage our business, and a disruption or a failure of such systems or issues with our key technology providers or technology could harm our ability to effectively manage our business and/or result in the loss of customers.

Network and information technology systems, including POS and payment processing systems, web and/or mobile applications, technologies supporting our digital business, technologies that manage our supply chain, and technologies that facilitate collection of cash, payment of obligations, marketing initiatives, employee engagement and payroll processing, and various other processes and procedures, are integral to our business. For example, we utilize various computer systems, including our enterprise reporting system, by which our franchise owners report their weekly sales and pay their corresponding royalty fees. This system is critical to our ability to accurately track sales and compute and receive royalties due from our franchise owners. Our ability to effectively manage our business and coordinate the procurement, distribution and sale of our products depends significantly on the availability, reliability, and security of our network and information technology systems.

We have also contracted with Third-Party Providers, and as a result, we are reliant on those Third-Party Providers to implement protective measures that ensure the security and availability of their systems. While we have policies, procedures, and systems in place designed to manage third-party cybersecurity risks, such policies, procedures and systems may not be sufficient to address all potential failures or risks associated with third-party systems. Because we do not control our Third-Party Providers, other than through our contractual relationships, our ability to monitor the system and information security of our Third-Party Providers may be very limited. Further, in the event of a cyberattack or other data security incident of a Third-Party Providers’ information technology system, we may not receive timely notice of, or sufficient information about, the attack or other incident, or be able to exert any meaningful control of or influence over how and when the attack or other incident is addressed. If our Third-Party Providers fail to protect their information technology systems, we may be vulnerable to disruptions in our business and we could incur liability and reputational damage. Further, our contractual protections with Third-Party Providers may not be sufficient to adequately protect us from any liabilities or losses imposed by any actual or perceived cyberattack or other data security incident, and we may be unable to enforce any such contractual protections. The inability of us or our Third-Party Providers to address third-party cybersecurity risks, or a breakdown in the relationship with such Third-Party Providers, could have an adverse impact on our business, results of operations, and financial condition.

Our operations depend upon our and our Third-Party Providers’ abilities to protect our and their computer equipment and information technology systems against damage from cyberattacks and other data security incidents, including physical theft, fire, military or political conflicts, natural disasters, power loss, computer, network, system and telecommunications failures or other catastrophic events, viruses, worms, software bugs or other vulnerabilities, ransomware, malware, insider malfeasance, human or technological error, social engineering (including phishing) and other disruptive problems or other incidents. We and our Third-Party Providers face numerous and evolving cybersecurity risks from diverse threat actors, such as state-sponsored organizations, opportunistic hackers, and hacktivists, that threaten the confidentiality, integrity, and availability of our and our Third-Party Providers’ information technology systems and the scope and severity of these cybersecurity risks have increased due to the continued evolution and sophistication of tools and techniques used to conduct cyberattacks and other data security incidents, including AI Technologies and potentially quantum computing, that circumvent cybersecurity controls, evade detection, and remove forensic evidence. Further, such tools and techniques, as well as the sources and targets of such cyberattacks and other data security incidents, change frequently and are often not recognized until such attacks are launched or have been ongoing for a period of time. All of the foregoing factors may limit our and our Third-Party Providers’ ability to identify, investigate, remediate and recover from the effects of cyberattacks and other data security incidents in a timely manner, or at all. Some of our systems are not fully redundant and our disaster recovery planning and business interruption insurance may not be sufficient for all eventualities. Any damage, failure or other incident relating to our information technology systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. In addition, such events could result in a need for costly repair, upgrade or replacement of systems, or a decrease in, or in the collection of, royalties paid to us by our franchise owners. To the extent that any

cyberattack or other data security incident, or any failure of our disaster recovery and business continuity plans, were to result in damage to our information technology systems, including our web and/or mobile applications, or the unauthorized access to, or use or disclosure of personal, confidential, sensitive or other regulated information, we could be subject to claims from affected customers for monetary recourse or other remedies for their losses or otherwise incur liability which could materially affect the operation of our business, our financial condition, and results of operations. For further information, see “—Our and our franchise owners’ Third-Party Providers inability or failure to execute a comprehensive business continuity plan following a disaster or force majeure event could have a material adverse impact on our business.” and “—Any actual or perceived cyberattacks or other data security incidents with respect to our or our Third-Party Providers’ operations, systems or applications, including the Jersey Mike’s mobile applications, or resulting in the unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information, may adversely affect our business.”

We cannot be certain that our existing or future insurance coverage will be adequate for such liabilities, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. Any of the foregoing could adversely affect our reputation, brand, business, financial condition, results of operations, and prospects.

Any actual or perceived cyberattacks or other data security incidents with respect to our or our Third-Party Providers’ operations, systems or applications, including the Jersey Mike’s mobile applications, or resulting in the unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information, may adversely affect our business.

In the ordinary course of our business, we and our Third-Party Providers on our behalf collect, use, store, retain, adapt, alter, disclose, transfer, transmit, protect and otherwise process (collectively, “Process”) personal information (which may also be referred to as “personal data”, “personally identifiable information” or similar terms) of customers, employees, franchise owners and others, and other confidential, sensitive or regulated information, including credit and debit card numbers. Our ability to effectively manage our business depends on the proper function, availability and security of our and our Third-Party Providers’ information technology systems and the secure Processing of such information.

As with many other large retail businesses, we and our Third-Party Providers have been, and likely will continue to be, the target of attempts to compromise our information technology systems and data, including those that result in loss of, or unauthorized use of or access to, personal, confidential, sensitive, or other regulated information. While we continue to make significant investments to protect against cyberattacks and other data security incidents, including physical and technological security measures, employee training, and third-party services designed to protect our personal, confidential, sensitive, or other regulated information, the measures that we and our Third-Party Providers have implemented may not be effective. For further information on cybersecurity risks, see “—We and our franchise owners rely on information technology systems to process transactions and manage our business, and a disruption or a failure of such systems or issues with our key technology providers or technology could harm our ability to effectively manage our business and/or result in the loss of customers.”

Any cyberattack or other data security incident, including any resulting in the unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information could result in widespread negative publicity, damage to our reputation, a loss of customers or business partners, disruption of our business, diversion of management attention, costly investigations and remediation efforts, notification requirements and/or legal liabilities, including legal claims or proceedings, regulatory enforcement actions, civil or criminal penalties, fines, liability under data privacy and cybersecurity laws, regulations and other obligations, and additional reporting requirements. Additionally, defending against claims or litigation based on any actual or perceived cyberattacks or other data security incidents, including those resulting in unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information, regardless of their merit, could be costly and divert management’s attention. Any of the foregoing could adversely affect our reputation, brand, business, financial condition, results of operations, cash flows, and prospects. For further information, see “—Our or our Third-Party Providers’ actual or perceived failure to comply with complex and evolving laws and regulations and other legal obligations relating to privacy, data protection, cybersecurity, email and telephone marketing and/or the processing of personal information could adversely affect our business, financial condition, results of operations, cash flows, and prospects.”

Our or our Third-Party Providers’ actual or perceived failure to comply with complex and evolving laws and regulations and other legal obligations relating to privacy, data protection, cybersecurity, email and telephone marketing and/or the processing of personal information could adversely affect our business, financial condition, results of operations, cash flows, and prospects.

There are numerous U.S. federal, state, local, and foreign laws, regulations and other legal obligations regarding privacy, data protection, cybersecurity and email and telephone marketing that govern the processing of personal information and other types of information. We and our Third-Party Providers Process significant amounts of personal, confidential, sensitive and other regulated information relating to our actual and prospective customers, business contacts, employees and others, which subjects us to complex and evolving global laws, regulations, and other legal obligations.

While we strive to comply with applicable laws, regulations and other legal obligations, we may at times fail to do so or be alleged to have failed to do so. At the U.S. federal level, we are subject to, among other laws and regulations, the rules and regulations promulgated under the authority of the U.S. Federal Trade Commission (“FTC”) which regulates unfair or deceptive acts or practices. If our public statements about our processing of personal information—whether made through our privacy policies, information provided on our website, press statements, or otherwise—are alleged to be deceptive, unfair, or misrepresentative of our actual practices, we may be subject to potential government investigations and enforcement actions, including by the FTC or relevant state attorneys general. There is also discussion from time to time in the U.S. Congress of a new comprehensive federal data privacy law to which we may become subject, if enacted, which may add additional complexity, conflicting requirements, additional restrictions, and potential legal risk. At the U.S. state level, we are subject to various regulations and other legal obligations such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act, the “CCPA”). The CCPA broadly defines personal information, and gives California residents expanded privacy rights and protections, such as the right to request deletion of personal information collected about them and the right to opt out of the sharing or sale of personal information and provides for civil penalties and statutory damages for certain violations. Many other states have enacted comprehensive consumer privacy laws that impose obligations on covered businesses and provide individuals certain rights with respect to their personal information. Additionally, foreign laws and regulations such as the EU and UK versions of the General Data Protection Regulation, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and various provincial laws in Canada may apply to our current and future business operations and activities offered to non-U.S. residents. The expansion of our business into new jurisdictions could impose additional requirements with respect to the Processing of data and could limit our marketing activities or otherwise impose changes to our business operations. The existence of comprehensive privacy laws and regulations in various jurisdictions will make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions or otherwise incur liability for non-compliance. In addition to the foregoing laws and regulations, we are also subject to related industry standards, including the standards and technology currently used for transmission and approval of electronic payment transactions are determined and controlled by the payment card industry, known as the PCI DSS. If we, our franchise owners or Third-Party Providers fail to comply with these standards or if a third party circumvents our data security measures or those of our franchise owners or Third-Party Providers, we, our franchise owners or Third-Party Providers could be exposed to litigation, liability, reputational harm, fines from the payment card companies and increased costs, which could impact our results of operations.

Moreover, if we suffer a cyberattack or other data security incident impacting personal information, there may be obligations to notify government authorities or data subjects, which may divert our time and effort and entail substantial expense and other liabilities. Each of the 50 U.S. states and the District of Columbia requires companies to provide notice under certain circumstances to consumers whose personal information has been impacted as a result of a data breach. Additionally, we may be required to disclose personal information pursuant to demands from individuals, regulators, government agencies, and law enforcement agencies in various jurisdictions with conflicting privacy and security laws and regulations, which could result in a breach of privacy and data protection policies, notices, rules, court orders, laws and regulations.

Additionally, we rely on a variety of marketing techniques to engage customers, including email, text messages, social media marketing and postal mailings, and we are subject to various laws and regulations that govern such marketing and advertising practices conducted by telephone, email, mobile devices and the internet that are applicable to our business. These laws include the Telephone Consumer Protection Act (the “TCPA”), and the Controlling the Assault of Non‑Solicited Pornography and Marketing Act (the “CAN-SPAM Act”). The TCPA places certain

consumer consent requirements and other restrictions on communications with consumers by calls, faxes, and text messages. The CAN-SPAM Act requires providing an opt-out mechanism in connection with the transmission of commercial emails for receiving future commercial emails from the sender.

We are also subject to evolving U.S. federal and state and foreign laws and regulations regarding the use of third-party cookies, pixels, and other methods of online tracking, which regulate the level of consumer notice and consent required before a company can employ cookies, pixels, or other electronic tracking tools or the use of data gathered with such tools. Some of our data Processing practices may be challenged under wiretapping laws, if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, or via third-party marketing cookies, pixels or similar technology. Recently, these practices have been subject to increased challenges by class action plaintiffs, as a number of recent lawsuits have pled claims under such privacy legislation alleging wiretapping, eavesdropping, recording and invasion of privacy through the use of marketing pixels, analytics software, session replay technology, voice recording (including the recording of calls from franchise owners and customers), and live chat functionality. Such demands could allow for the recovery of statutory damages on a per violation basis, which could be significant depending on the volume of data and the number of violations.

The scope of laws and regulations governing privacy, data protection, cybersecurity, email and telephone marketing and/or the processing of personal information is expanding and evolving, subject to differing interpretations, may be inconsistent among jurisdictions, or conflict with other rules or legal obligations. Because the interpretation and application of such laws and regulations are uncertain, it is possible that they may be interpreted and applied in a manner that is inconsistent with our existing data Processing practices or the features of our products or platforms. Compliance with current and future laws, regulations and other legal obligations, including any amendments thereto, governing privacy, data protection, cybersecurity, email and telephone marketing and/or the processing of personal information requires, and may in the future require, significant time, resources, and expense, as will the effort to monitor whether additional changes to our business practices and our backend configuration are needed, all of which may increase operating costs, delay or impede the development of new products or limit our ability to operate or expand our business. While we strive to comply with current and emerging privacy laws, regulations and other legal obligations, there is no assurance that our compliance efforts will be adequate, and regulatory authorities may interpret or apply these laws and regulations in ways that were not previously known to us or that differ from our own interpretation and application. Any actual or perceived failure by us or our Third-Party Providers to address or comply with these laws, regulations or other legal obligations, could expose us to regulatory scrutiny, investigations, proceedings or actions against us by governmental entities or others, legal liability, fines and penalties, judgments, result in loss of consumer confidence, erosion of consumer trust, reputational harm or negative publicity, require us to change our business practices or modify our solutions or features, increase the costs and complexity of compliance, and result in other business, financial and operational impacts.

We may not be able to manage our supply chain and distributor agreements effectively, which may adversely affect store operations.

There is risk in our ability to effectively scale production and processing and effectively manage our supply chain requirements and distributor agreements. As we continue to grow our business, if we or our franchise owners are unable to obtain the desired amount of ingredients from these suppliers, we may be forced to modify menu offerings or our recipes, manage ingredient shortages or outages at certain locations or across stores, or obtain ingredients from different suppliers that may be at a higher cost or may be of a lower quality than original ingredients. Any of these changes could result in changes to the food taste and quality of products sold at stores and could be less appealing to our customers, and any increase in costs could have an adverse impact on our and our franchise owners’ profitability and store operations.

We must accurately forecast demand for each of our menu offerings to ensure that our partners have adequate available manufacturing capacity, supply and distribution of meat, produce, and other products to our franchised stores. Our forecasts are based on multiple assumptions, which may cause our estimates to be inaccurate and affect our ability to obtain adequate manufacturing capacity and quantities from our distributors, suppliers, and manufacturing partners in order to meet demand, which could prevent us from customer demand and harm our brand and our business. When we launch a new product, our initial assumptions on demand for such product may need to be refined as we see how our customers respond.

We must also continuously monitor our inventory against forecasted demand. If we underestimate demand, we and our franchise owners risk having inadequate supplies. On the other hand, if we and our franchise owners have too much food inventory on hand, it may reach or near its expiration date and become unusable. If we and our franchise owners are unable to manage supply chains effectively, our and our franchise owners’ operating costs could increase and our and our franchise owners profit margins could decrease.

Interruptions in the supply of products to company-owned stores and franchised stores and our reliance on third parties could have an adverse effect on our business, financial condition, and results of operations.

In order to maintain quality-control standards and consistency among stores, our franchise agreements obligate our franchise owners to obtain food and other supplies from pre-approved distributors and suppliers. Currently, we have contracts with a limited number of distributors with geographically diverse distribution centers. We also have contracts for food and beverage products with several suppliers. In this regard, we and our franchise owners depend on a group of suppliers and our distributors for meat, produce, other food products, beverages, food packaging materials, and paper goods, and the distribution of such products to our stores. In addition, pursuant to our supplier programs with certain major food and beverage suppliers and distributors, we receive payments based on the dollar volume of food and beverage purchases and cases delivered, which are generally correlated with franchised store sales. We and our franchise owners bear risks associated with the timeliness, solvency, reputation, labor relations, freight costs, price of raw materials, and compliance with health and safety standards of each supplier and distributors. We have little control over such suppliers or distributors. Disruptions in these relationships may reduce company-owned store and franchise owner sales and, in the case of reduced franchise owner sales, our royalty income. Overall difficulty of suppliers meeting store product demand, interruptions in the supply chain, obstacles or delays in the process of renegotiating or renewing agreements with preferred suppliers or distributors, financial difficulties experienced by suppliers or distributors, or the deficiency, lack, or poor quality of alternative suppliers or distributors could adversely impact company-owned and franchised store sales, which could materially adversely affect our business, financial condition, and operating results and, in the case of reduced franchise owner sales, would reduce our royalty revenue. In addition, our focus on a limited menu could make these consequences more severe. Finally, if we are unable to successfully extend, renew or replace supplier programs on terms as favorable as existing arrangements our business, financial condition, and results of operations could be materially adversely affected.

Although we believe that alternative supply and distribution are available, we may not be able to easily locate replacement suppliers or distributors who provide ingredients or products that meet our high-quality standards. Any failure to timely replace or engage suppliers or distributors who meet our specifications has in the past and could again increase our and our franchise owners’ expenses, cause delays in deliveries of food and other products, and cause food and item shortages for production and at stores. A shortage at a store could, in turn, cause such store to remove items from its menu. If that were to happen, affected stores could experience significant reductions in sales during the shortage and thereafter, if customers change their dining habits as a result. Alternatively, if we are required to lower or otherwise change our specifications in order to obtain sufficient supply, it could impact the taste and quality of the food, which could in turn impact demand for such food and offerings. Our focus on key food products would make the consequences of a shortage of such product, or a change in the quality of our products, more severe. In addition, we cannot guarantee that we will be able to identify or negotiate with alternative suppliers or distributors on terms that are commercially reasonable to us.

Moreover, given that we do not control the businesses of our suppliers and distributors, our efforts to specify and monitor the standards under which they perform may not be successful. Certain food items are perishable and/or may be contaminated, adulterated or misbranded, and we and our franchise owners have limited control over whether these items will be delivered to us in appropriate condition for use in our stores. We and our franchise owners may not detect any such contamination, adulteration or misbranding, particularly contamination with microbiological pathogens, such as E.coli, Salmonella, and Listeria. Indemnification obligations from our suppliers and distributors in such circumstances may be limited and, to the extent our suppliers and distributors are obligated to indemnify us, we could still incur losses if our suppliers are unable or refuse to satisfy such indemnification obligations to us. If any of our distributors or suppliers perform inadequately, or our distribution or supply relationships are disrupted for any reason, our and our franchisee’s business, financial condition, and results of operations could be materially adversely affected.

Our use of AI Technologies in our business may result in financial and reputational harm or otherwise result in liability.

We are beginning to use AI Technologies in our business. As with many innovations, our use of AI Technologies presents additional risks and challenges that could affect its adoption and therefore our business. AI Technologies are complex and rapidly evolving, as is the regulatory landscape that governs them. The full extent of current or future risks related to AI Technologies is not possible to predict and we may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such changes. Our efforts to integrate AI Technologies into our business may result in additional costs, unintended consequences, or other complications. For example, the models underlying the AI Technologies that we develop or use may be: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we and/or the providers of such data do not have sufficient rights or otherwise have not implemented sufficient legal compliance measures (including with respect to the processing and protection of such data); used without sufficient oversight and governance to ensure their responsible and ethical use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues. Additionally, there may also be uncertainty around the ownership, validity and enforceability of our rights in intellectual property that is created in connection with our use, development, and deployment of AI Technologies or that is input into AI Technologies by our employees or agents. Reliance on Third-Party Providers for the development and maintenance of any AI Technologies, as well as Third-Party Providers who use AI Technologies in connection with our business, could also increase our risk of exposure to the foregoing because we have little or no insight into the third-party content and materials used to train such AI Technologies or the third-party measures to address the foregoing risks. Any of the foregoing factors could adversely affect our and our franchisee’s business, financial condition, and results of operations.

The emergence of new laws or regulations, or changes to existing laws or regulations, or their interpretation or implementation, could impede our use of AI Technologies and may make it more difficult to operate our business. Additionally, the rapid evolution and increased adoption of AI Technologies and our obligations to comply with emerging laws and regulations may increase scrutiny from or actions by regulators, consumer groups or other third parties, increase the scope of regulation or government restrictions applicable to our business, or subject our business to increased risks of litigation or other claims alleging violation of intellectual property, privacy or other rights, harm to individuals or the violation of laws, regulations or contractual obligations. Such new or enhanced governmental or regulatory scrutiny, litigation or other claims may adversely affect our business, financial condition, and results of operations.

In light of the increased public interest and technological advancements in AI Technologies and other similar technologies, our delay in efficiently incorporating such technologies into our business at the same pace or as effectively as our competitors may result in our competitors obtaining significant competitive advantages over us, such that our competitiveness could be materially and adversely impacted and result in the deterioration of our financial performance. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI Technologies, which may result in the loss of customers or otherwise adversely affect our business. Incorporating AI Technologies into our business may prove to be unsuccessful, require substantial resources to be expended, divert the attention of our management, or may otherwise adversely impact our reputation or the performance of our products or services. Any of the foregoing factors could adversely affect our business, financial condition, and results of operations.

Economic factors and customer behavior trends, which are uncertain and largely beyond our control, may adversely affect customers’ behavior and our ability to maintain or increase sales at Jersey Mike’s stores.

The restaurant industry depends on customers’ discretionary spending, which is affected by macroeconomic conditions that are beyond our control, such as depressed economic activity, recessionary economic cycles, inflation, customers’ income levels, financial market volatility, investment losses, reduced access to credit, increased levels of unemployment, slow or stagnant pace of economic growth, increased energy costs, interest rates, social unrest, political dynamics, and other economic factors that may negatively affect the restaurant industry.

Customers’ preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected. Therefore, sales volumes in Jersey Mike’s stores could decline if customers choose to reduce the amount they spend on meals or choose to dine out less frequently. If negative economic

conditions persist for a prolonged period or become pervasive, customers’ changes to their discretionary spending behavior that would otherwise be transitory, including the frequency with which they dine out, may become permanent, which could have a material adverse effect on our business, financial condition, and results of operations.

Changes in food and supply costs could materially adversely affect our results of operations.

Increases in food costs and other commodities could have an adverse impact on our business, financial condition and results of operations. There are no established fixed price markets for meats and other food products and supplies such as packaging, food preparation, cleaning, and other products. As a result, our franchise owners are subject to prevailing market conditions and remain susceptible to volatility in food and supply costs. Although we employ various mechanisms to mitigate commodity pricing volatility, material increases in the prices of the ingredients most critical to our menu could adversely affect our operating results. Commodity costs may increase due to factors beyond our control, including, but not limited to, war, military actions, seasonal fluctuations, inclement weather conditions, energy costs, feed prices, diseases that affect livestock or produce, foodborne illnesses, contamination, labor shortages, industry demand, food safety concerns, and product recalls. Our franchise owners may not be able to adjust prices or make other operational adjustments to sufficiently offset the impact without negatively impacting consumer demand, which in turn could negatively impact our royalties.

We and our franchise owners may face increases in labor costs, labor shortages, and difficulties in identifying, hiring, training, motivating, and retaining the right employees.

Our and our franchise owners’ success depends on our and their ability to identify, hire, train, motivate, and retain our and their respective employees who understand and appreciate our culture and are able to effectively represent the Jersey Mike’s brand. Franchise owners’ employees are not our employees. If we and our franchise owners are unable to identify, hire, train, motivate, and retain our and their respective employees, store operations may be negatively impacted and our expansion into new markets could be delayed. The restaurant industry generally has a high turnover rate for various reasons including unionization, rising labor costs and legislation. We continue to take, and expect our franchise owners to continue to take, a number of steps in order to manage turnover; however, we cannot be certain that these efforts will be effective in managing turnover rates. Furthermore, if our and our franchise owners’ employees decide to and successfully unionize, this could result in an increase in labor and other costs, and disruptions to store operations, as well as impact the speed at which we can make changes to the franchise program. In addition, our and our franchise owners’ responses to any union organizing efforts could negatively impact how the Jersey Mike’s brand is perceived and have adverse effects on our business and expose us and our franchise owners to legal risk.

The market for qualified talent is competitive, and we and our franchise owners must provide increasingly attractive wages, benefits, and workplace conditions to retain qualified employees, particularly with respect to store managerial positions for which the pool of qualified candidates can be small. Increases in wage and benefits costs, including as a result of increases in minimum wages and other governmental regulations affecting labor costs, have in the past and may in the future significantly increase our and our franchise owners’ labor costs and operating expenses and make it more difficult to fully staff our and our franchise owners’ stores. From time to time, legislative proposals are made to increase the minimum wage at the U.S. federal, state, and local levels, such as California Assembly Bill No. 1228, which was signed into law in September 2023 and which increases the state’s minimum wage and creates a Fast Food Council to set minimum wages and recommend regulations to address working conditions and other matters in the broadly defined fast food industry. Any wage increases and/or expansion of benefits mandates will have a particularly significant impact on our and our franchise owners’ labor costs. In addition, our suppliers, distributors, and franchise owners may be similarly impacted by wage and benefit cost inflation, and many have or will increase their prices for goods and services in order to offset their increasing labor costs.

Furthermore, precise workforce planning has become more complex for us and our franchise owners to maintain appropriate staffing and to hire and train new staff. In particular, several jurisdictions in which there are Jersey Mike’s stores, including New York City, have implemented “Fair Workweek” legislation, which requires fast food employers to provide employees with specified notice in scheduling changes and pay premiums for changes made to employees’ schedules, among other requirements. The regulations are often complex to administer and have evolved over time and may continue to do so. Furthermore, similar legislation may be enacted in other jurisdictions in which there are

Jersey Mike’s stores now or in the future. Such regulatory structures have in the past and may in the future, result in increased costs, both in terms of ongoing compliance and resolution of alleged violations.

If we and our franchise owners fail to hire, motivate, and retain our and their respective employees, experience higher labor costs, and/or fail to appropriately plan workforce supply and demand for any of the reasons described above, our and our franchise owner’s ability to open new stores and grow sales at existing stores may be adversely affected.

Our success depends on our ability to attract, develop, and retain our management team and key employees.

Our success depends largely upon the continued service of our executive leadership team and other key management personnel. Members of our leadership team, both individually and as a group, play an integral role in the development and growth of our company. We also rely on our leadership team in setting our strategic direction, spearheading innovation, operating our business, managing vendor relationships, identifying, recruiting, and training key personnel, identifying expansion opportunities, arranging necessary financing, and leading general and administrative functions. From time to time, there may be changes in our senior management team, which could disrupt our business. Moreover, the replacement of one or more of our leadership team or other key management personnel could involve significant time and expense and may significantly delay or prevent the achievement of our business objectives. In addition, we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all. If we are unable to attract, hire, retain, and incentivize sufficiently experienced and capable management personnel, our business and financial results may suffer.

Damage to our reputation could negatively impact our business, financial condition, and results of operations.

We believe we have built our reputation on high quality food, value, and service, and we must protect and grow the value of our brand to continue to be successful in the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. For example, our brand value could suffer, and our business could be adversely affected if customers perceive a reduction in the quality and safety of our food, value, or service or otherwise believe we have failed to deliver a consistently positive experience. Our brand value may also suffer if customers experience a foodborne or other illness that they believe is the result of consuming food at Jersey Mike’s stores, regardless of whether the illness was, in fact, caused by consuming food sold by Jersey Mike’s. We may also be adversely affected by customers’ experiences with third-party delivery from Jersey Mike’s stores.

We may be adversely affected by news reports or other negative publicity regarding us, our brand, any spokesperson (e.g., Danny DeVito or Eli Manning), our suppliers or vendors, or franchise owners, regardless of their accuracy or any real or perceived connection to our food, stores or brand, regarding food quality issues, public health concerns, illness, safety, injury, cyberattacks and other data security incidents (including with respect to confidential customer or employee information), employee related claims relating to alleged employment discrimination, wage and hour violations, labor standards or health care and benefit issues, public health department inspections and food safety rating and grading of Jersey Mike’s stores, or government or industry findings concerning Jersey Mike’s stores, stores operated by other food service providers, or others across the food industry supply chain. The risks associated with such negative publicity cannot be eliminated or completely mitigated and may materially affect our business, financial condition, and results of operations.

The availability of information on social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including proprietary or inaccurate information, is seemingly limitless and readily available. Information posted may be averse to our interests and may be inaccurate, each of which may harm our performance, prospects, brand, or business. The harm may be immediate without affording us an opportunity for redress or correction. Other risks of social media use include the association with controversial celebrities or influencers. The perception of our social media campaigns, or the inappropriate or illegal use of social media by our influencers, customers, our franchise owners, or employees, may materially adversely affect our reputation, business, financial condition, and results of operations.

Our inability or failure to utilize, recognize, respond to, and effectively manage the immediacy of social media could have a material adverse effect on our business.

Social media and internet-based communication or review platforms give individual users immediate access to a broad audience. These platforms can also facilitate rapid dissemination of negative publicity, such as negative customer or employee experiences. Adverse publicity, regardless of its accuracy, concerning Jersey Mike’s stores and our brand, may be shared on such platforms at any time and have the potential to quickly reach a wide audience. The availability of information on social media platforms is virtually immediate as is its impact. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. The resulting harm to our reputation from negative publicity on social media may be immediate, without affording us an opportunity to correct or otherwise respond to the information or circumstance that is the subject of such publicity. Such platforms also could be used for dissemination of confidential or proprietary information, such as trade secrets, thus comprising valuable company assets. It is challenging to monitor and anticipate developments on social media in order to effectively and timely respond and our failure to do so, or to do so successfully, may have a material adverse effect on our business, financial condition, and results of operations.

However, social media platforms are a rapidly evolving and important marketing tool, which we utilize to help us engage with existing customers and potential customers. As the landscape of social media platforms develops, we must maintain our presence on existing platforms and establish a presence on emerging platforms. Many of our competitors are expanding their use of social media. Our continued success will depend on our ability to continuously innovate, evolve and develop our social media strategies to best maintain broad appeal with customers, brand relevance, and effectively compete with our peers, and we may not do so effectively. In addition, a ban of a social media platform, such as TikTok, on which we, and social media influencers that we partner with, have acquired significant followers, may adversely affect our ability to engage with customers and promote our brand.

There are a variety of additional factors associated with our use of social media that may harm our business and result in negative publicity, including the possibility of improper disclosure of proprietary information, exposure of personally identifiable information of employees or customers, the failure by us, employees or our franchise owners’ to comply with applicable law and regulations, any inappropriate use of social media platforms by our franchise owners, employees, or influencers, as well as fraud, hoaxes, or malicious dissemination of false information. The inappropriate use of social media by our customers or employees could lead to litigation or result in negative publicity that could damage our reputation.

Our marketing programs may not be successful.

We intend to continue to invest in marketing efforts that we believe will attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, if these initiatives are not successful, we may engage in additional promotional activities to attract and retain customers, including our membership rewards program and buy-one get-one offers and other offers for free or discounted food, and any such additional promotional activities could adversely impact our results of operations.

We also plan to continue to emphasize mobile and other digital ordering, delivery and pick-up orders, and catering. These efforts may not succeed to the degree we expect or may result in unexpected operational challenges that adversely impact our costs. We may also seek to introduce new menu items that may not generate the level of sales we expect. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we are able to. Should our competitors increase spending on marketing and advertising, or our marketing funds decrease for any reason, or should our advertising and promotions be less effective than our competitors, there could be a material adverse effect on our business, results of operations and financial condition.

Our business activities subject us and our franchise owners to litigation risks that could subject us to significant money damages and other remedies or increase our and our franchise owners’ litigation expense.

We and our franchise owners are, from time to time, the subject of, or potentially the subject of, complaints or litigation, including customer claims, class-action lawsuits, personal-injury claims, product liability claims, food safety and marketing claims, environmental, health, and safety claims, intellectual property claims, employee claims

regarding workplace matters such as wage-related or workforce scheduling claims, allegations of improper termination, harassment, discrimination and claims related to violations of laws, such as the Americans with Disabilities Act of 1990, religious freedom laws, the Fair Labor Standards Act, other employment-related laws, the Occupational Safety and Health Act, the Employee Retirement Income Security Act of 1974, as amended, and advertising laws. As a publicly traded company, we may also be subject to claims regarding our securities. Each of these claims may increase our and our franchise owners’ costs, limit the funds of our franchise owners available to make royalty payments and reduce the execution of new franchise agreements. Litigation against a franchise owner or its affiliates by third parties or regulatory agencies, whether in the ordinary course of business or otherwise, may also include claims against us by virtue of our franchisor/franchise owner relationship with the defendant-franchise owner, whether under vicarious liability, joint employer, or other theories. For additional information, see “Business—Environmental, Health and Safety Regulation.”

We may also be subject to claims that our advertising is deceptive, false misleading and unfair. Competitors, regulatory authorities, self-regulatory authorities or customers may assert that advertising or marketing by us or our franchise owners is deceptive, false, misleading, or unfair. Additionally, franchise owners could assert that our advertising or marketing of our franchises is deceptive, false, misleading, or unfair. Any claim challenging our advertising as deceptive, false, misleading, or unfair, with or without merit, could be time-consuming, expensive to litigate, and could divert the attention of our management team, even if we were ultimately successful. Litigation related to advertising is inherently uncertain due to the complex issues it raises with regard to consumer perception and alleged harm to the competitor, consumer, or franchise owner. Any claims successfully brought against us could subject us to significant liability for damages, and we may be required to discontinue or modify our advertising and marketing materials, including, without limitation on our website, media platforms, social media, in-store displays, and product packaging, causing significant expense and disruption to our business. Such liability could also result in changes to our advertising and marketing that increase costs or reduces the effectiveness or profitability of our advertising and marketing campaigns. Additionally, disputes related to our advertising or marketing practices could cause reputational harm.

Regardless of whether any claim brought against us or a franchise owner in the future is valid or whether we or they are liable, the outcome of litigation is inherently uncertain and such a claim could be expensive to defend and may divert time, money and other valuable resources away from our or their operations and, thereby, hurt our business. We may also have contractual obligations to third parties for costs they incur in connection with such litigation. In addition, the ability of a defendant-franchise owner to make royalty payments in the event of such claims may be decreased and adverse publicity resulting from such allegations may materially adversely affect us and the Jersey Mike’s brand, regardless of whether these allegations are valid or whether we or they are liable. Our international business may be subject to additional risks related to litigation, including difficulties in enforcement of contractual obligations governed by foreign law due to differing interpretations of rights and obligations, compliance with multiple and potentially conflicting laws, new and potentially untested laws and judicial systems, and reduced or diminished protection of intellectual property. A substantial judgment against us could materially adversely affect our business, financial condition, and results of operations. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to any of these or other matters, or we may not have obtained insurance coverage for particular situations. A substantial judgment, or judgment or other liability in excess of our or our franchise owners’ available insurance coverage, resulting from claims could materially adversely affect our business, financial condition, and results of operations.

Changes to current law with respect to the assignment of liabilities in the franchise business model could materially and adversely affect our profitability.

One of the legal foundations fundamental to the franchise business model has been that, absent special circumstances, a franchisor is generally not responsible for the acts, omissions or liabilities of its franchisees. In recent years, established law has been challenged and questioned by the plaintiffs’ bar and certain regulators, and the outcome of these challenges and new regulatory positions remains unknown. If these challenges and/or new positions are successful in altering currently settled law, it could significantly change the relationship between us and our franchise owners and the way we and other franchisors conduct business and adversely impact our profitability.

For example, a determination that we are a joint employer with our franchise owners or that our franchise owners are part of one unified system with joint and several liability under the National Labor Relations Act, statutes administered by the U.S. Equal Employment Opportunity Commission (the “EEOC”), U.S. Occupational Safety and Health Administration (“OSHA”) regulations and other areas of labor and employment law could subject us, along with our franchise owners, to liability for the unfair labor practices, wage-and-hour law violations, employment discrimination law violations, OSHA regulation violations and other employment-related liabilities of one or more of our franchise owners. Furthermore, any such change in law would create an increased likelihood that certain franchise networks would be required to employ unionized labor, which could impact franchisors like us through, among other things, increased labor costs and difficulty in attracting new franchisees. In addition, if these changes were to be expanded outside of the employment context, we could be held liable for other claims against our franchise owners. If such changes occur, our operating expenses may increase as a result of required modifications to our business practices, increased litigation, governmental investigations or proceedings, administrative enforcement actions, fines, penalties and civil liability, which could materially and adversely affect our results of operations.

We may engage in litigation or arbitration with our franchise owners or be subject to investigations or litigation related to our franchise owners.

Although we believe we generally enjoy a positive business relationship with our franchise owners, the nature of the franchisor-franchise owner relationship may give rise to litigation or arbitration with our franchise owners. In the ordinary course of business, we are the subject of complaints or litigation from franchise owners, which may be related to alleged breaches of contract or wrongful termination under the franchise arrangements. We may also engage in future litigation or arbitration with franchise owners to enforce the terms of our franchise agreements and compliance with our brand standards as determined necessary to protect the Jersey Mike’s brand, the consistency of products and the customer experience, or to enforce our contractual indemnification rights if we are brought into a dispute involving a third-party due to the franchise owner’s or its employees’ alleged acts or omissions. We are also subject to the rules and regulations of the FTC and various state and provincial laws regulating the offer and sale of franchises. Regulators also take actions to enforce laws governing franchises and could investigate or litigate our franchise sales practices. In addition, we may be subject to claims by our franchise owners relating to our Franchise Disclosure Document (“FDD”) and the franchise sales process, including claims based on financial information in our FDD. Engaging in litigation, arbitration, or regulatory inquiries, even if claims franchise owners or inquiries are not meritorious, may be costly and time-consuming and may distract management and materially adversely affect our relationships with franchise owners and our ability to attract new franchise owners. The outcome of litigation is inherently uncertain and any negative outcome of these or any other claims could materially adversely affect our results of operations as well as our ability to expand our franchise system and may damage our reputation and brand. Furthermore, existing and future franchise-related legislation could subject us to additional litigation risk in the event we terminate or fail to renew a franchise relationship. A substantial judgment, or judgment or other liability in excess of our available insurance coverage, resulting from claims could materially adversely affect our business, financial condition, and results of operations.

Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, new dietary and nutrition guidelines from the U.S. government, and new information or attention to prior opinions and guidance, or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our results of operations.

Government regulation, dietary and nutrition guidelines, new information regarding changes in the health effects of consuming our menu offerings or changes to laws or the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, the types of food packaging and other materials that we offer or laws and regulations requiring us to disclose the nutritional content of our food offerings may impact our business.

Regulations may also continue to change as a result of new information and attitudes regarding diet and health. These changes may include regulations that impact the ingredients and nutritional content of our menu items. The U.S. federal government and a number of states, counties and cities, have enacted laws requiring multi-unit store operators to make certain nutritional information available to customers and/or legislation prohibiting the sales of certain types of ingredients in stores and packaged foods sold in such stores. The U.S. Food and Drug Administration (the “FDA”) also requires menus and menu boards for chain stores to include a succinct statement concerning

suggested caloric intake (e.g., 2,000 calories a day is used for general nutrition advice, but calorie needs vary) and to provide additional written nutritional information upon request. In addition, the U.S. federal government and some states are considering regulations related to ultra-processed foods, including defining ultra-processed foods in a way that could negatively influence demand for our offerings or requiring warnings when certain ingredients appear in certain foods. Further, in January 2026, the U.S. federal government released new Dietary Guidelines for Americans, which advise Americans to avoid some foods that Jersey Mike’s stores offer. If consumers shift their eating habits away from products that we offer, such as chips, cookies, and processed meats, then such changes may result in decreased sales of certain products, reduced traffic to Jersey Mike’s stores, and may materially adversely affect our business, financial condition, and results of operations and cash flows.

Additionally, we may be required by governmental and regulatory authorities to limit the use of, or make disclosures regarding, any chemicals in our food packaging and other materials offered in Jersey Mike’s stores (e.g., paper straws) or we may decide to change our food packaging as a results of consumer preferences or concerns regarding any chemicals in our food packaging or other materials in Jersey Mike’s stores. If we are slow to respond to consumer demands for, or governmental or regulatory requirements for, such changes in food packaging and materials, we may experience an adverse effect on traffic, sales, and results of operations and be subject to regulatory actions.

The Patient Protection and Affordable Care Act (“PPACA”) establishes a uniform, federal requirement for certain stores to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require chain stores with 20 or more locations operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered stores to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. In addition, a number of states, counties, and cities have enacted menu labeling laws imposing requirements for additional menu and food packaging disclosures, such as sodium content. An unfavorable report on, or reaction to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings.

Leadership at the U.S. Department of Health and Human Services and the FDA, as well as the Make America Healthy Again movement, may pursue additional requirements for food offered in Jersey Mike’s stores or issue regulations or guidance that subjects the food industry to new requirements, including with respect to nutrition, chemicals, additives, and dyes. State regulators may also impose such additional requirements. Compliance with current and future laws and regulations regarding ingredients or components of our food, food packaging, and the nutritional content of our menu items may be costly and time-consuming. This is particularly the case if additional regulations are adopted at the state-level, as that would require us and our franchise owners to comply with a patchwork of regulations in contrast to a single set of federal regulations. Additionally, if consumer health regulations, consumer behaviors or consumer eating habits change significantly, we may be required to modify or discontinue certain menu items, and we may experience higher costs associated with the implementation of those changes. Additionally, some government authorities are increasing regulations regarding trans-fats, sodium, ultra-processed foods, which may require us to alter menu offerings or switch to higher cost ingredients or may hinder our ability to operate in certain markets. If we fail to comply with these laws or regulations, our business could experience a material adverse effect.

We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or to adapt our menu offerings to trends in eating habits. We may also experience challenges in successfully implementing regulations and requirements, such as nutrient content disclosure requirements. The imposition of menu-labeling and other laws, regulations, and guidance aimed at reducing consumption of certain ingredients or the use of certain food packaging materials could have an adverse effect on our results of operations and financial position, as well as the restaurant industry in general.

We are subject to extensive laws and regulatory requirements, as well as third-party certifications for certain products, and failure to comply with, or changes in, these laws or regulations could have an adverse impact on our business.

Company-owned and franchised stores are subject to U.S. federal, state, and local licensing, regulation and inspection by health, sanitation, food, occupational safety, and other agencies, which are subject to change from time to time. License requirements include those relating to the preparation and sale of food and beverages as well as food safety requirements. In addition, the development and operation of stores depends to a significant extent on the selection and acquisition of suitable locations, which are subject to zoning, land use, environmental, health and safety and other laws, regulations and requirements. Difficulties or failure to maintain, obtain, renew or comply with the required licenses, permits, and approvals could adversely affect existing stores and delay or result in the decision to cancel the opening of new stores, which would adversely affect our business, financial condition, and results of operations. For additional information, see “Business—Environmental, Health and Safety Regulation.” Additionally, stores may lose the ability to operate or be required to undertake remedial measures and corrective actions if they are inspected by public health, sanitation or other officials and are not in compliance with U.S. federal, state local or foreign requirements.

Various U.S. federal, state, and local employment and labor laws and regulations govern our and our franchise owners’ relationships with our and our respective employees. These laws and regulations relate to, among other matters, overtime, wage and hour requirements, unemployment tax rates, workers’ compensation rates, mandatory health benefits, healthcare laws, immigration status, and other wage and benefit requirements. Complying with these laws and regulations subjects us and franchise owners to substantial expense and non-compliance could expose us and franchise owners to significant liabilities. We and our franchise owners have incurred, and may in the future incur, legal costs to defend against, and have suffered losses from, these and similar cases. While the amount of losses and costs incurred to date for such matters has not had a material adverse impact on our financial results or results of operations, the amount of any future losses or costs could be significant.

We are also subject to the rules and regulations of the FTC and various state and provincial laws regulating the offer and sale of franchises. See “Business—Franchise Regulation” for additional information. In addition, our operations and those of our franchise owners are subject to various U.S. federal, state, and local laws and regulations, the following:

All of these regulations impose obligations on us and our franchise owners, and any increase in our and our franchise owners’ obligations thereunder could increase costs of doing business and require us to make changes to our business model. Compliance with U.S. federal, state, and local laws and regulations, and new laws or changes in these laws, or regulations that impose additional requirements, can be costly (some or all of which costs may not be covered by insurance) and require significant expenditures, resources and attention from our senior management. Any failure, or perceived failure, to comply with laws or regulations could result in, among other things, revocation of required licenses, civil and criminal liability to us, our franchise owners or our and their personnel, higher employee turnover, and negative publicity, and could expose us and franchise owners to litigation, or governmental investigations, or proceedings, which could have a material adverse effect on our business, financial condition, and results of operations.

In addition, we are subject to the requirements of independent third-party certification organizations for certain of our products, such as certification of certain of our bread and dessert products as gluten free, to differentiate our products from others, and must comply with the requirements of such organizations or certification authorities in order to label our products as certified. If food or other products that we or our suppliers advertise with certain claims have claims that are not, in fact, accurate claims, then we may be subject to reputational damage, litigation and other proceedings, and enforcement actions from governmental and regulatory authorities, among other actions.

Increasing interest, expectations and evolving requirements with respect to social, governance and environmental sustainability matters and sustainable business practices could expose us to numerous risks and adversely affect our brand, business and operating results.

Many investors, members of the public and governmental and nongovernmental authorities, are focused on social, governance and environmental sustainability matters, such as climate change, GHGs, packaging and waste, human rights, diversity, sustainable supply chain practices, animal health and welfare, deforestation, land, energy and water use and other corporate responsibility matters. In addition, we and our franchise owners are and may become subject to additional or changing rules, laws, and regulations and consumer or investor expectations with respect to social, governance and environmental sustainability matters, including in foreign jurisdictions as we expand internationally. In responses to such interest, expectations and/or requirements, we may establish goals, commitments or targets, take actions to meet such goals, commitments or targets, and/or provide disclosure related to these matters.

There may be times where actual outcomes vary from those aimed for or expected and sometimes challenges or changes in circumstances may delay or block progress. These goals or commitments could be difficult and expensive to implement and the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace. We may be criticized for the accuracy, adequacy or completeness of disclosures and we are not able to mandate compliance by our franchise owners with any goals, commitments or targets that we may set. Further, goals, commitments or targets may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, assumptions that are subject to change, and other risks and uncertainties, many of which are outside of our control. Even if we achieve goals, commitments or targets that we may set, we may not realize all or any of the benefits that we expected at the time they were established. If our progress, outcomes, or disclosure related to any goals, commitments or targets that we may set do not meet stakeholder expectations, consumer and investor trust in our brand may suffer, which could diminish the value of our brand and adversely affect our business.

Furthermore, we are subject to a variety of sustainability-related rules and regulations promulgated by a number of governmental, regulatory, and self-regulatory organizations. Sustainability-related rules and regulations continue to evolve in scope and complexity, and the increase in costs to comply with such evolving rules and regulations, as well as any risk of non-compliance, could adversely impact our business, financial condition, and results of operations. For example, several states in the U.S. have enacted legislation to reduce single use packaging, utensils, and smallware and/or to establish extended producer responsibility programs, which are designed to transfer the cost of disposal to manufacturers or distributors of such products. In addition, certain federal and state regulators have proposed, passed or implemented new laws or regulations relating to sustainability or supply chain-related matters, which have resulted in or are likely to result in increased general, legal and administrative expenses and increased management time and attention spent complying with such regulations or laws. For example, California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act (SB 253 and SB 261), require the disclosure of greenhouse gas (“GHG”) emissions and management of climate-based financial risk. SB 253 and SB 261 are currently subject to ongoing legal challenge, and SB 261 is currently stayed. Other states have advanced or are considering similar

legislation. In addition to the cost associated with the increased administrative and legal burden of complying with any such regulations, any failure or perceived failure to adequately meet our regulatory obligations could negatively impact our company.

Differing views of social, governance and environmental sustainability issues may also increase the risk that any goals, commitments or targets that we set and actions taken to achieve such initiatives could be viewed unfavorably by investors, activist groups, current and potential customers, employees, and other stakeholders. A growing number of U.S. states have enacted or proposed “anti-ESG” or “anti-diversity, equity, and inclusion” policies, legislation or initiatives, and have engaged in related litigation regarding sustainability matters. Such outcomes could negatively impact our business, financial condition, results of operations, and cash flows. In addition, some third parties may object to the scope or nature of any social, governance and environmental sustainability initiatives we undertake, which could give rise to criticism, governmental action or negative consumer sentiment that could adversely affect us and our brand value.

Risks Related to Our Indebtedness

The terms of our Securitization Notes through certain of our wholly-owned subsidiaries include restrictive terms, and our failure to comply with any of these terms could result in a default, which would have a material adverse effect on our business and prospects.

Jersey Mike’s Funding, LLC, a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, is the master issuer (the “Master Issuer”) of the Securitization Notes. The Securitization Notes are secured by a security interest in substantially all of the assets of the Master Issuer and certain other limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company that act as guarantors (collectively, the “Securitization Entities”), subject to certain limitations as set forth in the indenture governing the Securitization Notes (the “Indenture”) and the related guarantee and collateral agreement. The assets of the Securitization Entities include substantially all of the revenue-generating assets of the Company and its subsidiaries other than the company-owned stores, which principally consist of franchise-related agreements, intellectual property and license agreements for the use of intellectual property.

The Securitization Notes contains a number of covenants, with the most significant financial covenant being a debt service coverage calculation. These covenants limit our ability and the ability of certain of our subsidiaries to, among other things: incur additional indebtedness; alter the business we conduct; make certain changes to the composition of our management team; and make other restrictive payments beyond specified levels; create or permit liens; dispose of certain assets; make certain investments; engage in certain transactions with affiliates; and consolidate, merge or transfer all or substantially all of our assets.

The Securitization Notes also require us to maintain specified financial ratios. Our ability to meet these financial ratios can be affected by events beyond our control, and we may not satisfy such a test. A breach of these covenants could result in a rapid amortization event or default under the Securitization Notes. If amounts owed under the Securitization Notes are accelerated because of a default and we are unable to pay such amounts, the investors may have the right to assume control of substantially all of the securitized assets. If a rapid amortization event occurs under the Indenture (including, without limitation, upon an event of default under the Indenture or the failure to repay the Securitization Notes at the end of the applicable term), the funds available to us would be reduced or eliminated, which would in turn reduce our ability to operate or grow our business and materially adversely affect our financial condition or results of operations.

If we are unable to refinance or repay amounts under the Securitization Notes prior to the expiration of the applicable term, our cash flow would be directed to the repayment of the Securitization Notes and, other than management fees sufficient to cover minimal selling, general and administrative expenses, would not be available for operating our business. No assurance can be given that any refinancing or additional financing will be possible when needed or that we will be able to negotiate acceptable terms. In addition, our access to capital is affected by prevailing conditions in the financial and capital markets and other factors beyond our control. There can be no assurance that market conditions will be favorable at the times that we require new or additional financing.

We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which would materially adversely affect our financial condition and results of operations.

Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. After completion of this offering, in addition to making such principal and interest payments on indebtedness, our principal uses of liquidity will also include taxes and payments under the tax receivable agreement. If our business does not generate sufficient cash flow from operations, in the amounts projected or at all, or if future borrowings are not available to us under our variable funding notes in amounts sufficient to fund our other liquidity needs, our financial condition and results of operations may be materially adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal amortization and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity investments. If we do refinance or restructure all or a portion of our indebtedness on or before maturity, we may not be able to do so on commercially reasonable terms, or at all. Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at such time. See “—The terms of our Securitization Notes through certain of our wholly-owned subsidiaries include restrictive terms, and our failure to comply with any of these terms could result in a default, which would have a material adverse effect on our business and prospects.”

Risks Related to Our Organizational Structure

Jersey Mike’s Subs Inc. is a holding company and its only material assets after completion of this offering will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings, and it is accordingly dependent upon distributions from Jersey Mike’s Holdings to pay taxes, make payments under the tax receivable agreement, and pay any dividends.

Jersey Mike’s Subs Inc. will be a holding company and after completion of this offering will have no material assets other than its ownership of equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. will have no independent means of generating revenue and intends to cause Jersey Mike’s Holdings to make distributions to its holders of Common Units, including Jersey Mike’s Subs Inc. and the Continuing Unitholders, in an amount sufficient to cover all applicable taxes at assumed tax rates, payments under the tax receivable agreement, and dividends, if any, declared by it. Deterioration in the financial condition, earnings, or cash flow of Jersey Mike’s Holdings and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that Jersey Mike’s Subs Inc. needs funds, and Jersey Mike’s Holdings is restricted from making such distributions under applicable law or regulation or under the terms of its financing arrangements, or is otherwise unable to provide such funds, such restriction could materially adversely affect Jersey Mike’s Subs Inc.’s liquidity and financial condition. There can be no assurance that Jersey Mike’s Holdings will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in any applicable debt instruments, will permit such distributions. Jersey Mike’s Holdings is currently subject to debt instruments or other agreements that restrict its ability to make distributions to us, which may in turn affect Jersey Mike’s Holdings’ ability to pay distributions to us and thereby adversely affect our cash flows.

Jersey Mike’s Holdings will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Common Units (including Jersey Mike’s Subs Inc.). Accordingly, Jersey Mike’s Subs Inc. will be required to pay income taxes on its allocable share of any net taxable income of Jersey Mike’s Holdings. Liability may be imputed for adjustments to a partnership’s tax return to the partnership itself in certain circumstances, absent an election to the contrary. Jersey Mike’s Holdings may be subject to material liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect. In addition, the income taxes on Jersey Mike’s Subs Inc.’s allocable share of Jersey Mike’s Holdings’ net taxable income will increase over time as the Continuing Unitholders exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock. Such increase in Jersey Mike’s Subs Inc.’s tax expenses may have a material adverse effect on our business, results of operations, and financial condition.

Under the terms of the amended and restated limited liability company agreement, Jersey Mike’s Holdings is obligated to make tax distributions to holders of Common Units (including Jersey Mike’s Subs Inc.) at certain assumed tax rates. These tax distributions in certain periods are likely to exceed Jersey Mike’s Subs Inc.’s tax liabilities and obligations to make payments under the tax receivable agreement. To the extent that we do not distribute such excess cash as dividends on our Class A common stock or otherwise undertake ameliorative actions between Common Units and shares of Class A common stock and instead, for example, hold such cash balances, our Continuing Unitholders (other than Jersey Mike’s Subs Inc.) may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following a sale or exchange of their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock, notwithstanding that such Continuing Unitholders may previously have participated as holders of Common Units in distributions by Jersey Mike’s Holdings that resulted in such excess cash balances at Jersey Mike’s Subs Inc.

Our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A common stock; acquiring additional Common Units at a per unit price determined by reference to the market value of the Class A common stock; paying dividends, which may include special dividends, on its Class A common stock; or any combination of the foregoing. Although we expect that our board of directors will take commercially reasonable measures to mitigate such excess cash benefit to the Continuing Unitholders, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders or take any such ameliorative actions. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

Payments of dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. Amounts available to us to pay dividends may be limited by the terms of our Securitization Notes, and any financing arrangement that we enter into in the future may include restrictive covenants that limit our ability to pay dividends.

Our tax receivable agreement confers benefits upon certain of our pre-IPO owners.

Our tax receivable agreement confers benefits upon certain of our pre-IPO owners. Prior to the completion of this offering, Jersey Mike’s Subs Inc. will enter into a tax receivable agreement with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to such pre-IPO owners of % of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Jersey Mike’s Subs Inc.’s allocable share of existing tax basis in certain Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to certain tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering, (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies, which Jersey Mike’s Subs Inc. acquires in connection with this offering, and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The existing tax basis, increases in existing tax basis, and the tax basis adjustments generated over time may increase (for tax purposes) depreciation and amortization deductions available to Jersey Mike’s Subs Inc. and, therefore, may reduce the amount of tax that Jersey Mike’s Subs Inc. would otherwise be required to pay in the future. It is possible that the U.S. Internal Revenue Service (the “IRS”) may challenge all or part of the validity of such tax basis or other tax attributes covered by the tax receivable agreement, and a court could sustain such a challenge. Actual tax benefits realized by Jersey Mike’s Subs Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.

The payment obligation under the tax receivable agreement is an obligation of Jersey Mike’s Subs Inc. and not of Jersey Mike’s Holdings. The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired unless Jersey Mike’s Subs Inc. exercises its right to terminate the tax receivable agreement early, certain changes of control occur, upon a breach by Jersey Mike’s Subs Inc. of a material obligation under the tax receivable agreement, or upon certain events of insolvency, in which case all obligations generally will be accelerated and due as if Jersey Mike’s Subs Inc. had exercised its right to terminate the tax receivable agreement. The payment to be made upon an early termination of the tax receivable agreement will generally equal the present value of payments to be made under the tax receivable agreement using certain assumptions. Payments under the tax

receivable agreement are not conditioned upon continued ownership of us by the pre-IPO owners. While the amount of existing tax basis and anticipated tax basis adjustments and utilization of tax attributes, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, we expect the payments that Jersey Mike’s Subs Inc. may make under the tax receivable agreement will be substantial. Assuming: (i) a price of $ per share of our Class A common stock; (ii) a constant U.S. federal, state, and local corporate income tax rate of %; (iii) that we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law, if the Continuing Unitholders were to exchange all of the Common Units that they will hold immediately following this offering, and assuming all Incentive Units are converted to Common Units and subsequently exchanged for shares of Class A common stock at an offering price of $  per share of Class A common stock (based on an assumed initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus), we estimate that we would, as a result of the Reorganization Transactions, the Offering Transactions and such hypothetical exchange, record a deferred tax asset of approximately $ million and that the aggregate non-current liability we would record based on our estimate of the aggregate amount that Jersey Mike’s Subs Inc. would pay under the tax receivable agreement is approximately $ million. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related non-current liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) by Continuing Unitholders, and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.

Jersey Mike’s Subs Inc.’s payment obligations under the tax receivable agreement will be accelerated in the event of certain changes of control, upon a breach by Jersey Mike’s Subs Inc. of a material obligation under the tax receivable agreement, upon certain events of insolvency, or if Jersey Mike’s Subs Inc. elects to terminate the tax receivable agreement early. The accelerated payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to the lesser of (i) % per annum and (ii) one year SOFR (or its successor rate) plus basis points) of all future payments that holders of Common Units (including Common Units issued or that would have been issued upon conversion of vested Incentive Units) or other recipients would have been entitled to receive under the tax receivable agreement, and such accelerated payments and any other future payments under the tax receivable agreement will utilize certain valuation assumptions, including that Jersey Mike’s Subs Inc. will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement, that Jersey Mike’s Subs Inc. will have sufficient taxable income to fully utilize any remaining net operating losses subject to the tax receivable agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses or the five-year period after the early termination or change of control, and that any Common Units that have not been exchanged are deemed exchanged for the market value of the shares of Class A common stock at the time of acceleration. In addition, recipients of payments under the tax receivable agreement will not reimburse us for any payments previously made under the tax receivable agreement if the tax attributes or Jersey Mike’s Subs Inc.’s utilization of tax attributes underlying the relevant tax receivable agreement payment are successfully challenged by the IRS (although any such detriment would be taken into account as an offset against future payments due to the relevant recipient under the tax receivable agreement). Jersey Mike’s Subs Inc.’s ability to achieve benefits from any existing tax basis, tax basis adjustments, or other tax attributes, and the payments to be made under the tax receivable agreement, will depend upon a number of factors, including the timing and amount of our future income. As a result, even in the absence of a change of control or an election to terminate the tax receivable agreement early, payments under the tax receivable agreement could be in excess of % of Jersey Mike’s Subs Inc.’s actual cash tax benefits.

Accordingly, it is possible that the actual cash tax benefits realized by Jersey Mike’s Subs Inc. may be significantly less than the corresponding tax receivable agreement payments. It is also possible that payments under the tax receivable agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits. Furthermore, the distribution payments from Jersey Mike’s Holdings may be less than the required payments under the tax receivable agreement and/or Jersey Mike’s Holdings may not have available cash to make its pro rata share of distributions. There may be a material negative effect on our liquidity if the payments under the tax

receivable agreement exceed the actual cash tax benefits that Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement and/or if distributions to Jersey Mike’s Subs Inc. by Jersey Mike’s Holdings are not sufficient to permit Jersey Mike’s Subs Inc. to make payments under the tax receivable agreement after it has paid taxes and other expenses. Based upon certain assumptions described in greater detail below under “Certain Relationships and Related Person Transactions—Tax Receivable Agreement,” we estimate that if Jersey Mike’s Subs Inc. were to exercise its termination right immediately following this offering, the aggregate amount of the early termination payments required under the tax receivable agreement would be approximately $ million. The foregoing number is merely an estimate and the actual payments could differ materially. We may need to seek to raise additional capital, incur indebtedness, or take other measures to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies, insufficient distributions from Jersey Mike’s Holdings, lack of liquidity in Jersey Mike’s Holdings, or otherwise, and these obligations could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

The acceleration of payments under the tax receivable agreement in the case of certain changes of control or other events may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock.

In the event of certain changes of control, certain material breaches of the tax receivable agreement by Jersey Mike’s Subs Inc., or an insolvency event, payments under the tax receivable agreement will be accelerated and may significantly exceed the actual benefits Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement. We expect that the payments that we may make under the tax receivable agreement in the event of a change of control will be substantial. As a result, our accelerated payment obligations and/or the assumptions adopted under the tax receivable agreement in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock in a change of control transaction.

Risks Related to this Offering and Ownership of our Class A Common Stock

Our Sponsor controls us, and its interests may conflict with ours or yours in the future.

Immediately following this offering and the application of net proceeds therefrom, our Sponsor will beneficially own approximately % of the combined voting power of our shares eligible to vote in the election of our directors (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Moreover, our Sponsor, will have the right to designate individuals to our board in accordance with the stockholders agreement we intend to enter into in connection with this offering. See “Certain Relationships and Related Person Transactions—Stockholders Agreement.” Even when our Sponsor ceases to own shares of our stock representing a majority of the combined voting power, if our Sponsor continues to own a significant percentage of our stock, it will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. Accordingly, for such period of time, our Sponsor will have significant influence with respect to our management, business plans, and policies, including the appointment and removal of our officers. In particular, if our Sponsor continues to own a significant percentage of our stock, our Sponsor may be able to prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.

In addition, immediately following this offering and the application of the net proceeds therefrom, the Continuing Common Unitholders (which include certain interests held by our Sponsor) will own % of the Common Units (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Because they hold their ownership interest in our business directly in Jersey Mike’s Holdings, rather than through Jersey Mike’s Subs Inc., the Continuing Common Unitholders may have conflicting interests with holders of shares of our Class A common stock. For example, if Jersey Mike’s Holdings makes distributions to Jersey Mike’s Subs Inc., the Continuing Common Unitholders and participating Continuing Incentive Unitholders (as described below) will also be entitled to receive such distributions pro rata in accordance with the percentages of their

respective Common Units or Incentive Units, as applicable, in Jersey Mike’s Holdings and their preferences as to the timing and amount of any such distributions may differ from those of our public stockholders. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units. The pre-IPO owners may also have different tax positions from Jersey Mike’s Subs Inc., which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the tax receivable agreement that we will enter into in connection with this offering, and whether and when to incur new or refinance existing indebtedness, and whether and when Jersey Mike’s Subs Inc. should terminate the tax receivable agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration our pre-IPO owners’ tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Our amended and restated certificate of incorporation will not limit the ability of our Principal Stockholders to compete with us, and they may have investments in businesses whose interests conflict with ours.

Our Principal Stockholders and their respective affiliates engage in a broad spectrum of activities, including investments in businesses that may compete with us. In the ordinary course of their business activities, our Principal Stockholders and their respective affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation provides that we will renounce any interest or expectancy that we would otherwise have in, and the right to be offered to participate in, any business opportunity that from time to time may be presented to our Principal Stockholders, subject to limited exceptions, or any of their respective affiliates, or any of our directors who are not employed by us (including any non-employee director who serves as one of our officers in both their director and officer capacities) or their affiliates. See “Description of Capital Stock—Conflicts of Interest.” Our Principal Stockholders and their respective affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Principal Stockholders may have an interest in our pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our stockholders.

Upon the listing of our shares on the , we will be a “controlled company” within the meaning of the rules of the and, as a result, will qualify for exemptions from certain corporate governance requirements. If we rely on such exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After the completion of this offering, our Sponsor will beneficially own approximately % of the combined voting power of our shares eligible to vote for the election of our directors (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As a result, we will be a “controlled company” within the meaning of the corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of . Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits, make it more difficult to run our business, or divert management’s attention from our business.

As a public company, we will be required to commit significant resources and management time and attention to the requirements of being a public company, which will cause us to incur significant legal, accounting, and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related rules implemented by the Securities and Exchange Commission (the “SEC”) and , and compliance with these requirements will place significant demands on our legal, accounting, and finance staff and on our financial and information systems. In addition, we might not be successful in implementing these requirements. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions, and other regulatory action and potentially civil litigation.

Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act. Complying with the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly and could place significant strain on our personnel, systems, and resources. As a private company, we are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required, pursuant to Section 404(a), to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Additionally, our independent registered public accounting firm will be required, pursuant to Section 404(b), to attest to the effectiveness of our internal control over financial reporting on an annual basis, beginning with our second annual report.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our results of operations.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. Any failure to maintain effective disclosure controls and internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if management or our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC

or other regulatory authorities or civil litigation. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified by the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur due to simple error or mistake.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and our Class A common stock to be less liquid.

There has been no prior market for our Class A common stock and an active trading market for our Class A common stock may never develop or be sustained, which may cause shares of our Class A common stock to trade at a discount from their initial offering price and make it difficult to sell the shares of Class A common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. The initial public offering price per share of Class A common stock will be determined by agreement among us and the representatives of the underwriters and may not be indicative of the price at which shares of our Class A common stock will trade in the public market after this offering. If you purchase shares of our Class A common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on or how liquid that market might become. An active public market for our Class A common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of Class A common stock at a price that is attractive to you, or at all. The market price of our Class A common stock may decline below the initial public offering price.

We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.

Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by the stockholders generally. We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. Certain index providers have in the past announced restrictions on including companies with multiple class share structures in certain of their indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could

make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be materially adversely affected.

The market price of shares of our Class A common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock, regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our Class A common stock could decrease significantly. You may be unable to resell your shares of Class A common stock at or above the initial public offering price.

Stock markets and the price of our Class A common stock may experience extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, even if the claims asserted lack merit.

Because we have no current plans to pay dividends on our Class A common stock, you may not receive any return on your investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We have no current plans to pay dividends on our Class A common stock following this offering. The declaration, amount and payment of any future dividends on shares of our Class A common stock will be at the sole discretion of our board of directors subject to capital availability, applicable laws, and compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness, as well as our amended and restated certificate of incorporation. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per share of Class A common stock will be substantially higher than our pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share of Class A common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A common stock than the amounts paid for the Common Units by the pre-IPO owners. See “Dilution.”

You may be diluted by the future issuance of additional Class A common stock or Common Units in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have shares of Class A common stock authorized but unissued, including shares of Class A common stock issuable upon exchange of Common Units that will be held by the Continuing Common Unitholders (or shares if the underwriters exercise in full their options to purchase additional shares of our Class A common stock). Our amended and restated certificate of incorporation authorizes us to issue these

shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Similarly, the amended and restated limited liability company agreement of Jersey Mike’s Holdings permits Jersey Mike’s Holdings to issue an unlimited number of additional membership interests of Jersey Mike’s Holdings with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Common Units, and which may be exchangeable for shares of our Class A common stock. Additionally, we have reserved an aggregate of shares of Class A common stock and Common Units for issuance under our Omnibus Incentive Plan. Any Class A common stock that we issue, including under our Omnibus Incentive Plan, or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering. See “Dilution.”

We may issue preferred stock whose terms could materially adversely affect the voting power or value of our Class A common stock.

Our amended and restated certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more series of preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the Class A common stock.

If we or our pre-IPO owners sell additional shares of our Class A common stock after this offering or are perceived by the public markets as intending to sell them, the market price of our Class A common stock could decline.

The sale of substantial amounts of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our Class A common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of shares of our Class A common stock outstanding, or shares if the underwriters exercise in full their option to purchase additional shares of our Class A common stock. All of the shares of our Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act. See “Shares Eligible for Future Sale.”

In addition, we and the Continuing Unitholders will enter into an exchange agreement under which they (or certain permitted transferees) may (subject to the terms of the exchange agreement) exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, whereupon an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired upon any such exchange. Upon completion of this offering (subject to the terms of the exchange agreement), an aggregate of Common Units (or Common Units if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) may be exchanged for shares of our Class A common stock. Any shares we issue upon exchange of Common Units will be “restricted securities” as defined in Rule 144 and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. Under applicable SEC guidance, we believe that for purposes of Rule 144 the holding period in such shares will generally include the holding period in the corresponding Common Units exchanged. We, our directors, executive officers, and holders of substantially all of our outstanding Common Units immediately prior to this offering have agreed, subject to certain exceptions, not to dispose of or hedge any shares of our Class A common stock (including shares issued upon exchange of Common Units) or securities convertible into or exchangeable for shares of our Class A common stock for 180 days from the date of this prospectus, except with the prior written consent of the representatives, on behalf of the underwriters. See “Underwriting.” As a result of the registration rights agreement, however, all of these shares of our Class A common stock (including shares issued upon exchange of Common Units)

may be eligible for future sale without restriction, subject to applicable lock-up arrangements. See “Shares Eligible for Future Sale—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

Subject to certain limitations and exceptions, assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the Continuing Incentive Unitholders will hold Incentive Units, which have a weighted-average per unit participation threshold of $ per Incentive Unit, and will have the right to convert their vested Incentive Units into Common Units of Jersey Mike’s Holdings, as described in “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings” and “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. In the event that the price of our Class A common stock increases, the number of Common Units a holder of vested Incentive Units would receive upon conversion of such Incentive Units would increase. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” The delivery of shares of Class A common stock upon exchange of Common Units received in conversion of Incentive Units will be registered on one or more registration statements on Form S-8, as described below.

Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that certain of our Principal Stockholders will continue to be considered affiliates following the expiration of the lock-up period based on their expected share ownership and their board nomination rights. Certain of our other stockholders may also be considered affiliates at that time. However, subject to the expiration or waiver of the 180-day lock-up period, the holders of these shares of Class A common stock will have the right, subject to certain exceptions and conditions, to require us to register their shares of Class A common stock under the Securities Act, and they will have the right to participate in future registrations of securities by us. Registration of any of these outstanding shares of Class A common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock issued pursuant to our Omnibus Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our Class A common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding shares of Class A common stock. As the lock-up period or other restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Class A common stock or other securities or to use our Class A common stock as consideration for acquisitions of other businesses, investments, or other corporate purposes.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the consummation of this offering will contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions:

We have elected not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), which is Delaware’s anti-takeover statute that, subject to certain exceptions and approvals, restricts “business combinations,” including specified mergers, asset sales, stock sales and other transactions, between a corporation and its subsidiaries, on the one hand, and any interested stockholder (generally defined to mean a person who, together with such person’s affiliates and associates, owns 15% or more of the outstanding voting stock of the corporation), on the other, for a three-year period following the time the person became an interested stockholder. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless the transaction fits within an enumerated exception, such as board approval of the business combination or the transaction that resulted in a person becoming an interested stockholder prior to the time such person became an interested stockholder. Our amended and restated certificate of incorporation provides that our Sponsor and its affiliates, and any of its respective direct or indirect transferees, and any group as to which such persons are a party, do not constitute “interested stockholders” for purposes of this provision. See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law—Business Combinations.” These anti-takeover provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our Class A common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. For further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock—Anti‑Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law.”

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware or the federal district courts of the United States of America, as applicable, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers, or other employees.

Our amended and restated certificate of incorporation will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or our stockholders; (iii) any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine.

Our amended and restated certificate of incorporation further will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provision in our amended and restated certificate of incorporation. This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for a specified class of disputes with the Company or the Company’s directors, officers, other stockholders, or employees or result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, each of which may discourage lawsuits against us or our directors, officers, other stockholders, or employees. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and board of directors.

A portion of the proceeds from this offering may be used to purchase or redeem outstanding equity interests from certain of our pre-IPO owners and will not be available to fund our operations.

We intend to use the proceeds (net of underwriting discounts and commissions) from the issuance of shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) to purchase or redeem outstanding equity interests from certain pre-IPO owners at a price per equity interest equal to the initial public offering price per share of our Class A common stock less the underwriting discounts and commissions, as described under “Organizational Structure—Offering Transactions” and “Use of Proceeds.” Accordingly, we will not retain any of these proceeds, and none of these proceeds will be available to fund our operations, capital expenditures, or acquisition opportunities.

We are subject to complex tax laws and changes in tax laws or in positions by the relevant tax authorities regarding the application, administration or interpretation of tax laws or regulations could adversely affect our business, financial condition and results of operations.

We are subject to income taxation at the U.S. federal level and, because of the scope of our operations, in certain states, municipalities and non-U.S. jurisdictions. In determining our tax liability in these jurisdictions, we monitor changes to the applicable tax laws and related regulations such as the One Big Beautiful Bill Act, enacted in the U.S. in July 2025. However, tax laws are complex and subject to subjective evaluations and interpretative decisions, and we cannot be certain that relevant tax authorities will agree with our interpretations of these laws and regulations or with the positions we have taken or intend to take. We may be subject in the future to tax audits or other proceedings aimed at addressing our compliance with direct and indirect taxes, and taxing authorities may seek to impose incremental, retroactive or new taxes on us. If our tax positions are challenged by relevant tax authorities, we could face burdensome and extended tax proceedings and the imposition of additional taxes, penalties and interest for late payment or the denial of tax benefits. Such proceedings could also require us to pay taxes that we currently do not collect or pay or increase the cost of our services to track and collect such taxes. In addition, jurisdictions in which we operate are actively considering significant changes to current tax law and changes in tax laws, or the interpretations thereof, could adversely affect our tax position, including our effective tax rate. Furthermore, significant judgment is required in determining our provision for income taxes and deferred tax assets and liabilities and our future effective tax rates could be subject to volatility or adversely affected by changes in the valuation of our deferred tax assets and liabilities, including the timing and amount of establishing or releasing any tax valuation allowances. The foregoing risks, as well as changes in the scope of our operations, including expansion to new geographies, could increase the amount of taxes to which we are subject, and could increase our effective tax rate, which could similarly adversely affect our business, financial condition and results of operations.

Forward-Looking Statements

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, our operations, our financial performance, and our industry. These forward-looking statements are included throughout this prospectus, including in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. All statements other than those that are purely historical may be forward-looking statements. We may, in some cases, use words such as “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would,” or similar words or phrases that convey uncertainty of future events or outcomes, to identify forward-looking statements in this prospectus. Factors that may cause actual results to differ from expected results include those discussed under “Risk Factors” and elsewhere in this prospectus.

The forward-looking statements contained in this prospectus are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. There are a number of factors, many of which are beyond our control, that could cause actual results to differ materially from the results anticipated by these forward-looking statements. For a more detailed discussion of these and other factors, see the information under the section “Risk Factors” herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those expressed or implied in these forward-looking statements.

The forward-looking statements included in this prospectus speak only as of the date of this prospectus or as of the date they are made, as applicable. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Except as otherwise required by law, we disclaim any intent or obligation to update any “forward-looking statement” made in this prospectus to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.

Market and Industry Data

This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources, including Technomic, and our internal data, surveys and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified this information. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys and reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate and have not been verified by independent sources.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate, internal surveys and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

In addition, assumptions and estimates of our and our industry’s future performance are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Forward-Looking Statements.” As a result, you should be aware that market, ranking, and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither we nor the underwriters can guarantee the accuracy or completeness of any such information contained in this prospectus.

Trademarks, Trade Names, Service Marks and Copyrights

We own or have the right to use various trademarks, trade names, service marks and copyrights used in connection with our business, including, but not limited to, JERSEY MIKE’S SUBS®, JERSEY MIKE’S®, JERSEY MIKE’S SUBS SINCE 1956®, A SUB ABOVE®, JERSEY MIKE’S DAY OF GIVING®, SHORE POINTS® and MIKE’S WAY®, which are protected under applicable intellectual property laws. All trademarks, trade names, service marks and copyrights referred to in this prospectus are the property of their respective owners. Our use or display of other parties’ trademarks, trade names, service marks or copyrights is not intended to imply, and should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. Solely for convenience, our trademarks, trade names, service marks, and copyrights referred to in this prospectus may appear without the ®, ™, SM or © symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to such trademarks, trade names, service marks and copyrights.

Organizational Structure

Existing Organizational Structure

The diagram below depicts our current organizational structure.

Note: Certain intermediate holding companies that are not material to this offering have been omitted from the structure chart.

Organizational Structure Following the Transactions

Immediately following this offering, Jersey Mike’s Subs Inc. will be a holding company, and its sole material assets will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings and, through Jersey Mike’s Holdings and its subsidiaries, conduct our business. 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, the accounting predecessor. 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 the Continuing Unitholders on its consolidated balance sheet and statement of income. As further described herein, prior to the completion of this offering:

For a description of the vesting and other terms of the Incentive Units received by Continuing Incentive Unitholders upon conversion of their Class B Units see “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Omnibus Incentive Plan.”

Subject to certain restrictions, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the holders of vested Incentive Units will have the right to convert their vested Incentive Units into a number of Common Units of Jersey Mike’s Holdings as a function of the “spread value” of such vested Incentive Units, i.e. the amount by which the market value of a Common Unit (based on the public trading price of a share of Class A common stock) exceeds the applicable participation threshold of such Incentive Unit. The applicable participation threshold is subject to customary anti-dilution adjustments. Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

The Continuing Common Unitholders will hold all of the issued and outstanding shares of our Class B common stock and, upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. The shares of Class B common stock will have no economic rights but will entitle each holder to one vote for each share held of record on all matters to be voted on by stockholders generally, with the number of shares of Class B common stock held by each Continuing Unitholder being equal to the number of Common Units held by each such Continuing Unitholder. If at any time the ratio at which Common Units are exchangeable for shares of Class A common stock of Jersey Mike’s Subs Inc. changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Our post-offering organizational structure, as described above, is commonly referred to as an umbrella partnership-C-corporation (“UP-C”) structure. This organizational structure will allow the Continuing Unitholders to retain their equity ownership in Jersey Mike’s Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units. Investors in this offering and the Pre-IPO Stockholders will, by contrast, hold their equity ownership in Jersey Mike’s Subs Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. We believe that the Continuing Unitholders generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our UP-C organizational structure will give rise to any significant business or strategic benefit or detriment to us.

The diagram below depicts our organizational structure immediately following this offering.

Note: Certain intermediate holding companies that are not material to this offering have been omitted from the structure chart.

Incorporation of Jersey Mike’s Subs Inc.

Jersey Mike’s Subs Inc. was incorporated as a Delaware corporation on February 24, 2026. Jersey Mike’s Subs Inc. has not engaged in any business or other activities except in connection with its formation and this offering. The amended and restated certificate of incorporation of Jersey Mike’s Subs Inc. authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Blocker Transfers

Prior to this offering, our Pre-IPO Stockholders hold their interests in Jersey Mike’s Holdings through Blocker Companies that are taxable as corporations for U.S. federal income tax purposes. At the time of this offering, we will enter into certain restructuring transactions (such transactions, the “Blocker Transfers”) that will result in the Pre-IPO Stockholders acquiring shares of newly issued Class A common stock in exchange for their ownership

interests in the Blocker Companies and Jersey Mike’s Subs Inc. acquiring an equal number of Common Units held by the Blocker Companies. Each of the Blocker Companies will initially become a wholly owned subsidiary of Jersey Mike’s Subs Inc. and will either be merged into Jersey Mike’s Subs Inc. or will remain a wholly owned subsidiary that is part of the same consolidated group for U.S. federal income tax purposes.

Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings

Prior to the completion of this offering, the limited liability company agreement of Jersey Mike’s Holdings will be 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 that we refer to as “Common Units” and reclassifying its outstanding Class B Units held by the Continuing Incentive Unitholders into a new class of limited liability company interests that we refer to as “Incentive Units.” We refer to this reclassification (the “Reclassification”) and amendment and restatement, together with the transactions described above under “—Blocker Transfers” and the entry into the exchange agreement and tax receivable agreement described below as the “Reorganization Transactions.” As a result of these transactions, our pre-IPO owners will hold their ownership interests directly in Jersey Mike’s Holdings (in the case of the Continuing Unitholders) or Jersey Mike’s Subs Inc. (in the case of the Pre-IPO Stockholders). Immediately following the Reorganization Transactions but prior to the other Offering Transactions described below, there will be Common Units issued and outstanding.

Pursuant to the amended and restated limited liability company agreement of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will become the managing member of Jersey Mike’s Holdings. Accordingly, Jersey Mike’s Subs Inc. will have the right to determine when distributions will be made to the holders of Common Units and the amount of any such distributions. If Jersey Mike’s Subs Inc., as the managing member, authorizes a distribution, such distribution will be made to the holders of Common Units and any participating Incentive Units (as described below) pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units.

The Continuing Unitholders, including Jersey Mike’s Subs Inc., will incur U.S. federal, state, and local income taxes on their allocable share of any taxable income of Jersey Mike’s Holdings. Net profits and net losses of Jersey Mike’s Holdings will generally be allocated to its owners (including Jersey Mike’s Subs Inc.) pro rata in accordance with the percentages of their respective Common Units held, except as otherwise required by law. The amended and restated limited liability company agreement will provide for cash distributions to the Continuing Unitholders if Jersey Mike’s Subs Inc. determines that the taxable income of Jersey Mike’s Holdings will give rise to taxable income for such holders. In accordance with the amended and restated limited liability company agreement, we intend to cause Jersey Mike’s Holdings to make cash distributions to Continuing Unitholders, including us, for purposes of funding their tax obligations in respect of the income of Jersey Mike’s Holdings that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the taxable income of Jersey Mike’s Holdings allocated to the Continuing Unitholder that receives the greatest proportionate allocation of income multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state, and local income tax rate prescribed for an individual or corporation residing in New York, New York, whichever is higher. Tax distributions will be pro rata as among the Common Units. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” Subject to certain restrictions, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the holders of vested Incentive Units will have the right to convert their vested Incentive Units into a number of Common Units of Jersey Mike’s Holdings as a function of the “spread value” of such vested Incentive Units, i.e. the amount by which the market value of a Common Unit (based on the public trading price of a share of Class A common stock) exceeds the applicable participation threshold of such Incentive Unit. The applicable participation threshold is subject to customary anti-dilution adjustments. Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests. See

“Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

Exchange Agreement

We and the Continuing Unitholders will enter into an exchange agreement at the time of this offering under which they (or certain permitted transferees thereof) may (subject to the terms of the exchange agreement) exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, whereupon an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired upon any such exchange. Class A common stock received by such Continuing Unitholder upon such exchanges during the applicable restricted periods described in “Shares Eligible for Future Sale—Lock-Up Agreements,” would be subject to the restrictions described in such section. As a holder exchanges Common Units for shares of Class A common stock, the number of Common Units held by Jersey Mike’s Subs Inc. is correspondingly increased as it acquires the exchanged Common Units. If at any time the ratio at which Common Units are exchangeable for shares of Class A common stock of Jersey Mike’s Subs Inc. changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. See “Certain Relationships and Related Person Transactions—Exchange Agreement.”

Tax Receivable Agreement

Prior to the completion of this offering, Jersey Mike’s Subs Inc. will enter into a tax receivable agreement with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to such pre-IPO owners of % of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Jersey Mike’s Subs Inc.’s allocable share of existing tax basis in certain Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to certain tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering, (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies, which Jersey Mike’s Subs Inc. acquires in connection with this offering, and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) are expected to result in increases in the tax basis of the assets of Jersey Mike’s Holdings. The existing tax basis, increases in existing tax basis, and the tax basis adjustments generated over time may increase (for tax purposes) depreciation and amortization deductions available to Jersey Mike’s Subs Inc. and, therefore, may reduce the amount of U.S. federal, state, and local tax that Jersey Mike’s Subs Inc. would otherwise be required to pay in the future. Actual tax benefits realized by Jersey Mike’s Subs Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. This payment obligation is an obligation of Jersey Mike’s Subs Inc. and not of Jersey Mike’s Holdings. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Offering Transactions

Jersey Mike’s Subs Inc. intends to use the proceeds (net of underwriting discounts and commissions) from the issuance of shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in this offering, which we estimate will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), to acquire an equivalent number of newly issued Common Units from Jersey Mike’s Holdings at a purchase price equal to the initial public offering price of $ per share for an aggregate of $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock). The issuance of such newly issued Common Units by Jersey Mike’s Holdings to Jersey Mike’s Subs Inc. will correspondingly dilute the ownership interests of the Continuing Common Unitholders in Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. intends to cause Jersey Mike’s Holdings, in turn, to use these proceeds for general corporate purposes, which may include the repayment of indebtedness, and to bear all of the expenses of this offering.

Jersey Mike’s Subs Inc. intends to use the proceeds (net of underwriting discounts and commissions) from the issuance of shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock), which we estimate will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), to purchase or redeem outstanding Common Units and shares of Class A common stock from certain of our pre-IPO owners at a price per equity interest equal to the initial public offering price per share of our Class A common stock less the underwriting discounts and commissions. Accordingly, we will not retain any of these proceeds. Assuming that the underwriters exercise their option to purchase additional shares of Class A common stock in full, at the time of this offering, Jersey Mike’s Subs Inc. will purchase or redeem from our pre-IPO owners an equivalent number of outstanding equity interests at a purchase price equal to the initial public offering price of $ per share for an aggregate of $ million. See “Use of Proceeds.” See also “Principal Stockholders” for additional information regarding the proceeds from this offering that may be paid to certain of our pre-IPO owners.

Accordingly, following this offering Jersey Mike’s Subs Inc. will directly or indirectly hold a number of Common Units that is equal to the number of shares of Class A common stock that it has issued, a relationship that we believe fosters transparency because it results in a single share of Class A common stock representing (albeit indirectly) the same percentage equity interest in Jersey Mike’s Holdings as a single Common Unit.

As a result of the transactions described herein, assuming an offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus:

Use of Proceeds

We estimate that the proceeds to Jersey Mike’s Subs Inc. from this offering at an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions, will be approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock). A $1.00 increase or decrease in the assumed initial public offering price of $ per share would increase or decrease, as applicable, the proceeds to Jersey Mike’s Subs Inc. from this offering by approximately $ million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions (or by approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of which approximately $ million would be an increase or decrease, as applicable, in the cash available for general corporate purposes and $ million would be an increase or decrease, as applicable, in the cash applied to redeem or repurchase shares of outstanding equity interests from certain pre-IPO owners as described below).

Jersey Mike’s Subs Inc. intends to use the proceeds (net of underwriting discounts and commissions) from the issuance of shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in this offering, which we estimate will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), to acquire an equivalent number of newly issued Common Units from Jersey Mike’s Holdings, as described under “Organizational Structure—Offering Transactions,” which Jersey Mike’s Holdings will in turn use for general corporate purposes, which may include the repayment of indebtedness, and to bear all of the expenses of this offering. We estimate these offering expenses (excluding underwriting discounts and commissions) will be approximately $ million.

Jersey Mike’s Subs Inc. intends to use the proceeds (net of underwriting discounts and commissions) from the issuance of shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock), which we estimate will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), to purchase or redeem outstanding Common Units and shares of Class A common stock from certain of our pre-IPO owners at a price per equity interest equal to the initial public offering price per share of our Class A common stock less the underwriting discounts and commissions, as described under “Organizational Structure—Offering Transactions.” Accordingly, we will not retain any of these proceeds. See “Use of Proceeds.” See also “Principal Stockholders” for additional information regarding the proceeds from this offering that may be paid to certain of our pre-IPO owners.

Dividend Policy

We have no current plans to pay dividends on our Class A common stock following this offering. The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of our board of directors subject to capital availability, applicable laws, and compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness, as well as our amended and restated certificate of incorporation. We may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. Our amended and restated certificate of incorporation will provide that holders of Class B common stock shall not be entitled to any dividends on their shares of Class B common stock (other than dividends payable in the form of additional shares of Class B common stock).

Jersey Mike’s Subs Inc. is a holding company and has no material assets other than its ownership of equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. We intend to cause Jersey Mike’s Holdings to make distributions to us in an amount sufficient to cover our taxes, expenses, and obligations under the tax receivable agreement as well as any cash dividends declared by us. If Jersey Mike’s Holdings makes such distributions to Jersey Mike’s Subs Inc., the other holders of Common Units or any participating Incentive Units (as described below) will also be entitled to receive distributions pro rata in accordance with the percentage of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units. The adjustment to the participation threshold of an Incentive Unit for distributions in respect of which such Incentive Unit does not participate will be factored into calculating the number of Common Units the holder of vested Incentive Units would receive upon conversion of a vested Incentive Unit for a Common Unit.

The amended and restated limited liability company agreement of Jersey Mike’s Holdings will provide that pro rata cash distributions be made to Continuing Unitholders (including Jersey Mike’s Subs Inc.) at certain assumed tax rates, which we refer to as “tax distributions.” Tax distributions will be pro rata as among the Common Units. See “Certain Relationships and Related Person Transactions— Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” We anticipate that amounts received by Jersey Mike’s Subs Inc. in certain periods are likely to exceed Jersey Mike’s Subs Inc.’s actual tax liabilities and obligations to make payments under the tax receivable agreement. Our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A common stock; acquiring additional Common Units at a per unit price determined by reference to the market value of the Class A common stock; paying dividends, which may include special dividends, on its Class A common stock; or any combination of the foregoing. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions or adjustments of outstanding Common Units, to maintain 1:1 parity between Common Units and shares of Class A common stock. See “Risk Factors—Risks Related to Our Organizational Structure— Jersey Mike’s Subs Inc. is a holding company and its only material assets after completion of this offering will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings, and it is accordingly dependent upon distributions from Jersey Mike’s Holdings to pay taxes, make payments under the tax receivable agreement, and pay any dividends.”

Amounts available to us to pay dividends may be limited by the terms of our Securitization Notes. See “Description of Certain Indebtedness.”

Any financing arrangements that we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, Jersey Mike’s Holdings is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Jersey Mike’s Holdings (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Jersey Mike’s Holdings are generally subject to similar legal limitations on their ability to make distributions to Jersey Mike’s Holdings.

Capitalization

The following table sets forth our consolidated cash and cash equivalents and capitalization as of , 2026:

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical financial statements and related notes thereto included elsewhere in this prospectus.

Dilution

If you invest in shares of our Class A common stock in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma net tangible book value per share of Class A common stock after this offering. Dilution results from the fact that the per share offering price of the shares of Class A common stock is substantially in excess of the pro forma net tangible book value per share attributable to the Class A common stock held by our pre-IPO owners.

Our pro forma net tangible book value as of , 2026 was approximately $ million, or $ per share of Class A common stock. Pro forma net tangible book value (deficit) represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value (deficit) per share of Class A common stock represents pro forma net tangible book value (deficit) divided by the number of shares of Class A common stock outstanding, after giving effect to the Reorganization Transactions and assuming that all of the Continuing Common Unitholders in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of Class A common stock on a one-for-one basis.

After giving effect to the transactions described under “Unaudited Pro Forma Consolidated Financial Information,” including the application of the proceeds from this offering as described in “Use of Proceeds,” after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of , 2026 would have been $ million, or $ per share of Class A common stock. This represents an immediate increase in net tangible book value of $ per share of Class A common stock to our pre-IPO owners and an immediate dilution in net tangible book deficit of $ per share of Class A common stock to investors in this offering.

The following table illustrates this dilution on a per share of Class A common stock basis assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock:

Because the Continuing Common Unitholders will own direct economic interests in Jersey Mike’s Holdings that are not represented with economic interests in Jersey Mike’s Subs Inc., we have presented dilution in pro forma net tangible book value per share of Class A common stock to investors in this offering assuming that all of the holders of Common Units in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of Class A common stock on a one-for-one basis in order to more meaningfully present the dilutive impact on the investors in this offering. The above table does not reflect any shares of Class A common stock that would be issuable following the conversion of any vested Incentive Units into Common Units.

A $1.00 increase in the assumed initial public offering price of $ per share of our Class A common stock would increase our pro forma net tangible book value after giving effect to this offering by $ million, or by $ per share of our Class A common stock, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions. A $1.00 decrease in the assumed initial public offering price per share would result in equal changes in the opposite direction.

The following table summarizes, on the same pro forma basis as of , 2026, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us, and the average price per share of Class A common stock paid by our pre-IPO owners and by new investors purchasing shares of Class A common stock in this offering, assuming that all of the of Continuing Common Unitholders in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of our Class A common stock on a one-for-one basis. The following table does not reflect any shares of Class A common stock that would be issuable following the conversion of any vested Incentive Units into Common Units.

If the underwriters’ option to purchase additional shares is exercised in full, the number of shares held by new investors will be increased to , or approximately % of the total number of shares of Class A common stock, assuming that all of the Continuing Common Unitholders in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of our Class A common stock on a one-for-one basis.

In addition, subject to certain limitations and exceptions, the Continuing Incentive Unitholders, which will hold      Incentive Units, which have a weighted-average per unit participation threshold of $   per Incentive Unit, assuming an offering price of $   per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, will be able to convert their vested Incentive Units into Common Units of Jersey Mike’s Holdings, as described in “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings” and “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. At the time of this offering,      shares of Class A common stock would be issuable upon the exchange of an equivalent number of Common Units into which Incentive Units that are held by the Continuing Incentive Unitholders may be converted (assuming an offering price of $   per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, and assuming such Incentive Units are fully vested and converted to Common Units).

The dilution information above is for illustrative purposes only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares of Class A common stock and other terms of this offering determined at pricing.

Unaudited Pro Forma Consolidated Financial Information

Jersey Mike’s Subs Inc. was formed on February 24, 2026. Jersey Mike’s Subs Inc. currently has no material assets or liabilities and has conducted no operations to date other than in connection with its formation and this offering. The following unaudited pro forma condensed consolidated financial information reflects the impact of the Transactions (as defined herein). 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 financial statements of Jersey Mike’s Holdings and its subsidiaries.

Following the completion of the Reorganization Transactions, Jersey Mike’s Subs Inc. will be a holding company and its sole material asset will consist of   % of the outstanding Common Units of Jersey Mike’s Holdings, which it will acquire and hold directly or indirectly through wholly owned subsidiaries as described in “Organizational Structure—Offering Transactions.” The remaining Common Units will be held by the Continuing Unitholders. Jersey Mike’s Subs Inc. will be the managing member of Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings and its direct and indirect subsidiaries and, through Jersey Mike’s Holdings and its direct and indirect subsidiaries, conduct our business.

The unaudited pro forma condensed consolidated balance sheet as of , 2026 and the unaudited pro forma condensed consolidated statements of operations for the year ended December 28, 2025 present our consolidated financial position and results of operations after giving effect to the following transactions (collectively, the “Transactions”):

Except as otherwise indicated, the unaudited pro forma condensed consolidated financial information presented assumes that the underwriters do not exercise their option to purchase additional shares of our Class A common stock in this offering.

The following unaudited pro forma condensed consolidated financial information is derived from the historical consolidated financial statements of the Company. The unaudited pro forma condensed consolidated balance sheet as of , 2026 gives effect to transaction accounting adjustments that depict the accounting for the Transactions. The unaudited pro forma condensed consolidated statement of operations for the year ended December 28, 2025 give effect to the transaction accounting adjustments that depict the accounting for the Transactions as if those adjustments were made on January 1, 2025.

The unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information has been adjusted to include transaction accounting adjustments, which reflect the application of the accounting required by GAAP, linking the effects of the Transactions listed above to the Company’s historical consolidated financial statements.

For purposes of the unaudited pro forma condensed consolidated financial information, we have assumed that shares of Class A common stock will be issued by us at a price per share equal to the midpoint of the estimated assumed initial public offering range set forth on the cover page of this prospectus, the ownership percentage represented by Common Units not held by Jersey Mike’s Subs Inc. will be  %, and net earnings attributable to Common Units and participating Incentive Units not held directly or indirectly by Jersey Mike’s Subs Inc. will accordingly represent  % of our net earnings. If the underwriters’ option to purchase additional shares of Class A common stock is exercised in full, the ownership percentage represented by Common Units not held by Jersey Mike’s