The Company records equity-based compensation expense within General and administrative expenses in the Condensed Consolidated Statements of Operations. The following table presents equity-based compensation expense by award type:


	Thirteen Weeks Ended September 27, 2026		Thirteen Weeks Ended September 28, 2025		Thirty-Nine Weeks Ended September 27, 2026		Period from January 16 to September 28, 2025
Incentive units (time-vesting)	$	3	$	7	$	9	$	7
Incentive units (performance-vesting)	34		—		34		—


Total	$	37	$	7	$	43	$	7

Prior to the Reorganization Transactions, Jersey Mike’s Holdings granted Class B Units, which are profits interests, to certain employees and service providers (which are held indirectly by such employees and service providers through the Aggregator). Class B Units vest either ratably over a five-year service period from the grant date, subject to continued service (“Time-Vesting Units”), or upon achievement of specified performance thresholds based on the sponsor’s realized multiple of invested capital and internal rate of return (“Performance-Vesting Units”). In accordance with ASC 718, Compensation – Stock Compensation, the Class B Units are equity-classified awards. In connection with the IPO, the Company concluded that the vesting of the Performance-Vesting Units in the future was now probable, and recorded a cumulative catch-up of expense during the thirteen weeks ended September 27, 2026. The remainder of this cost is being recognized over the remaining requisite service period, ranging from 2-3 years from the respective grant date.

In connection with the Reorganization Transactions, each outstanding Class B Unit held by the Company (and indirectly by the Continuing Incentive Unitholders through the Aggregator) was reclassified into Incentive Units of Jersey Mike’s Holdings, with vested Class B Units reclassified into vested Incentive Units and unvested Class B Units reclassified into unvested Incentive Units. The Incentive Units held by the Company continue to correspond to the Incentive Units of Aggregator held by the Continuing Incentive Unitholders on a one-for-one basis. The Incentive Units retained the vesting conditions of the Class B Units from which they were reclassified, including the original service inception dates.

In connection with the IPO, the vesting conditions of the Performance-Vesting Units were modified so that the performance thresholds, which are based on Sponsor’s realized multiple of invested capital (but not the performance thresholds based on the Sponsor’s internal rate of return), will be deemed satisfied, on both a retroactive and going-forward basis, as of the earlier of the second anniversary of the IPO or the date on which Sponsor fully disposes of its investment in the Company. The modification resulted in incremental fair value of $20 million, measured in accordance with ASC 718, Compensation – Stock Compensation. Prior to the modification, achievement of the performance thresholds was not considered probable, and no compensation expense had been recognized for these awards.

Vested Incentive Units are convertible, at the holder’s election, into a number of Common Units equal to the aggregate spread value of the converted units (i.e., the excess of the value of a Common Unit, based on the trading price of the Class A common stock, over the applicable participation threshold) divided by the value of a Common Unit, and the Common Units so received are exchangeable for shares of Class A common stock on a one-for-one basis.


	Time-Vesting Units			Performance-Vesting Units
	Number of Units	Grant Date Fair Value		Number of Units	Grant Date Fair Value
Nonvested as of December 28, 2025	4.8	$	56	8.9	$	67
Granted	0.2	2		0.4	3
Modified	—	—		—	20
Vested	(0.8)	(10)		—	—
Forfeited	(0.3)	(3)		(0.6)	(6)
Nonvested as of September 27, 2026	3.9	$	45	8.7	$	84

As of September 27, 2026, $50 million of unrecognized compensation cost related to the Performance-Vesting Units remains, which is expected to be recognized over a weighted-average period of 1.6 years. Upon modification, the Company recognized a cumulative catch-up of $29 million within General and administrative expenses for the portion of the requisite service period completed before the modification date. An additional $5 million of expense was recognized for the period subsequent to the modification date, for a total expense of $34 million for the thirteen weeks ended September 27, 2026.

Effective July 29, 2026, the Corporation’s Board of Directors and its then sole stockholder adopted the Jersey Mike’s Subs Inc. 2026 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, Common Units and other equity-based and cash-based awards to directors, officers, employees, consultants and advisors. The Corporation initially reserved 10 million shares of Class A common stock for issuance under the Omnibus Incentive Plan, excluding shares issuable in respect of Common Units received upon conversion of Incentive Units. As of September 27, 2026, 9.9 million shares remained available for future grants.

The Corporation granted time-based restricted stock units (“RSUs”) to certain employees and non-employee directors in exchange for services in accordance with ASC 718, Compensation – Stock Compensation. The grant-date fair value of RSUs is based on the closing price of the Class A common stock on the grant date. The RSUs vest ratably on an annual basis over three years, subject to continued service. Expense for RSUs is recognized on a straight-line basis over the requisite service period.

The Corporation adopted the Jersey Mike’s Subs Inc. 2026 Employee Stock Purchase Plan on July 29, 2026, which was amended and restated on September 17, 2026 (the “ESPP”). Under the ESPP, eligible employees may purchase shares of Class A common stock through payroll deductions at a price equal to 77% of the lower of the fair market value on the first or last day of each offering period. The Corporation initially reserved 3.5 million shares of

Class A common stock for issuance under the ESPP. The first offering period under the ESPP will commence on December 1, 2026, and accordingly no shares had been purchased under the ESPP as of September 27, 2026. The ESPP is compensatory and the fair value of the purchase right is recognized over the offering period.