The $1,000,000,003 IPO: one sandwich chain, three prices.
Three prices, one flow
Jersey Mike's Subs Inc. priced its IPO on July 29, 2026 and closed it on July 31. The Form 4s filed on August 4, read against the final prospectus, let us trace the entire billion-dollar flow: buyers paid $23.00 per share, selling holders received $21.85, and the $1.15 in between went to the underwriting syndicate — exactly a 5% discount, written out in a prospectus footnote. Gross proceeds land at $1,000,000,003: $301,150,007 primary (new shares, cash to the company's Up-C structure) and $648,849,996 secondary (existing holders selling).
Why six insider “purchases” printed at exactly $23.00
Six officers and directors all reported buys at exactly the IPO price on the same day. The explanation is in the filings, not in a theory: a Directed Share Program — a slice of the offering reserved for insiders at the public price, disclosed in the prospectus footnotes and mirrored in each Form 4.
What only subtraction reveals
The underwriters' over-allotment option (the “greenshoe”) was exercised partially — a fact stated nowhere as a sentence. It becomes visible only by arithmetic: the selling holder's Form 4 reports 23,101,733 shares sold; the prospectus base table lists 18,690,669; the difference, 4,411,064 shares, is the greenshoe portion — out of a 6,521,739-share cap. The filings also contain a double-counting trap: the same sale is reported twice through a holding-chain pair of Form 4s (with the relationship spelled out in the Remarks) — count it once.
Sources
- 424B4 final prospectus (2026-07-31)
- Blackstone Holdings II L.P. chain Form 4
- Submarine Buyer LLC Form 4
- Abu Dhabi Investment Authority Form 4
- Officer and director Form 4s: 0001193125-26-332927 · -332930 · -332933 · -332934 · -332935 · -332937
- All JMKE filings on EDGAR (CIK 0002127043)