v3.26.3
LONG-TERM DEBT
9 Months Ended
Sep. 27, 2026
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt consists of the following as of September 27, 2026 and December 28, 2025:

As of September 27, 2026As of December 28, 2025
AmountInterest RateAmountInterest Rate
Securitization Financing Facility:
Series 2019 Notes$— — %$488 4.43 %
Series 2021-1 Notes— — %241 2.89 %
Series 2021-1A Notes2292.49 %226 2.49 %
Series 2024 Notes7335.64 %738 5.64 %
Series 2025 Notes3965.61 %399 5.61 %
Series 2026-1 Notes2034.95 %— — %
Series 2026-1A Notes2525.48 %— — %
Total debt, net of discount (a)
$1,813 5.14 %$2,092 4.69 %
Less: Debt issuance costs, net158 
Less: Current portion of long-term debt— 22
Total long-term debt, net$1,798 $2,062 
(a)Includes a purchase accounting fair value adjustment of ($21) million and ($35) million as of September 27, 2026 and December 28, 2025, respectively; total principal as of September 27, 2026 and December 28, 2025 are $1,834 million and $2,127 million, respectively.
Securitization Financing Facility
On December 23, 2019, the Company entered into a securitization financing arrangement pursuant to which Jersey Mike’s Funding, LLC (the “Master Issuer”), a limited‐purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, issued secured notes under a base indenture (the “Indenture”). The Indenture allows the Master Issuer to issue multiple series of notes (collectively, the “Securitization Notes”). The Securitization Notes are guaranteed by certain subsidiaries of the Company and secured by substantially all assets of the securitization entities, including intellectual property, such as trademarks and software, as well as all franchise agreements and area development agreements, and substantially all related rights associated with the Jersey Mike’s brand (collectively, the “Securitization Assets”).
On August 17, 2026, using proceeds from the IPO, the Company repaid a portion of the outstanding indebtedness totaling $301 million under the Series 2026 Notes, consisting of $46 million in aggregate principal amount of the $250 million Series 2026-1 Notes and $255 million aggregate principal amount of the $510 million Series 2026-1A Notes. In connection with this repayment, the Company recognized a loss on debt extinguishment of $6 million primarily related to the partial write-off of unamortized debt issuance costs. This loss is presented within Loss on debt extinguishment in the Condensed Consolidated Statements of Operations.
The Company also holds Series 2024-1 Class A-1 Notes, a variable funding notes (“VFN”) facility that permits borrowings of up to $100 million and may be used to issue letters of credit and provide additional liquidity. Borrowings under the VFN bear interest at variable rates based on the prime rate, federal funds rate, or SOFR, in each case plus an applicable margin. The facility also includes a commitment fee of 1.25% on the unused portion of the commitment. As of September 27, 2026, there were $28 million of letters of credit issued against the VFN primarily related to interest reserve requirements and a borrowing capacity of $72 million.
Prepayment of the 2019 Notes and the 2021-1 Notes
On January 26, 2026, the Company delivered an optional prepayment notice to the trustee indicating its intent to prepay the 2019 Notes and the 2021-1 Notes in full on February 9, 2026. The Company’s obligation to complete the prepayment was conditioned on the successful issuance of a new series of notes. No make-whole prepayment consideration was due under the Series 2019 or Series 2021-1 supplement. The Series 2019 optional prepayment consisted of $491 million of outstanding principal and $5 million of accrued and unpaid interest through the prepayment date. The Series 2021-1 optional prepayment consisted of $246 million of outstanding principal and $2 million of accrued and unpaid interest through the prepayment date.
In connection with the prepayment of the 2019 Notes and 2021-1 Notes, the Company recognized a loss on debt extinguishment of $7 million primarily related to the write-off of unamortized debt issuance costs and original issue discounts. This loss is presented within Loss on debt extinguishment in the Condensed Consolidated Statement of Operations.
Series 2026 Notes
On February 9, 2026, the Master Issuer issued an additional $760 million of senior secured notes (the “Series 2026 Notes”) in two tranches to finance the repayment of the 2019 Notes and 2021-1 Notes:
•$250 million of Series 2026-1 4.952% Fixed Rate Senior Secured Notes, Class A-2-I (“the Series 2026-1 Notes”)
•$510 million of Series 2026-1A 5.481% Fixed Rate Senior Secured Notes, Class A-2-II (“the Series 2026-1A Notes”)
Interest and principal on these notes are payable quarterly. The Series 2026 Notes have a final maturity date of February 2056 and anticipated repayment dates of February 2031 for the Series 2026-1 Senior Notes and February 2034 for the Series 2026-1A Senior Notes, respectively. If the notes are not repaid or refinanced by the respective anticipated repayment dates, additional interest will accrue in accordance with the Indenture. The Company incurred $15 million of new debt issuance costs, which were capitalized and are being amortized to interest expense over the term of the Series 2026 Notes using the effective interest method.
Covenants and Restrictions
The Securitization Notes are subject to customary covenants and restrictions for transactions of this type. These provisions include, among other things, requirements that the Master Issuer maintain specified reserve accounts to fund required payments on the Securitization Notes, provisions governing optional and mandatory prepayments (including make-whole payments under certain circumstances), indemnification obligations relating to defects or impairments in the pledged collateral, and operational covenants relating to recordkeeping, reporting, and access to information. The securitization structure also includes restrictions that prioritize payment of principal and interest on the Securitization Notes through the related payment waterfall.
The Securitization Notes include provisions that allow for optional principal payments when a specified leverage ratio, defined as outstanding securitization debt to EBITDA (as defined in the Indenture), is less than or equal to 5.0x. This leverage ratio is calculated quarterly and allows the Company to elect whether to make principal payments when the threshold is met.
As of September 27, 2026, the Company’s leverage ratio (as defined in the Indenture) was below 5.0x and accordingly, the Company is not required to make total principal payments of $5 million related to the Series 2021 Notes, the 2024 Notes, the 2025 Notes and the 2026 Notes. As of September 27, 2026, the Company was in compliance with all financial covenants under the securitization agreements.
As of September 27, 2026, the Company had accrued interest of $11 million within Accrued expenses and other current liabilities. As of September 27, 2026, the principal payments on Long-term debt due over the next five years and thereafter are as follows:

2026$— 
2027— 
2028— 
2029244 
2030— 
Thereafter1,590 
Total$1,834