Jersey Mike's (JMKE) director logs unit awards and voting shares
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reported initial insider holdings for director Fran Horowitz. Horowitz holds indirectly Common Units of Jersey Mike's HoldCo, LLC representing 25,199 underlying shares of Class A common stock and Incentive Units representing 8,495.4 underlying shares, held through Jersey Mike's Management Aggregator LLC. These Common Units are exchangeable one-for-one into Class A common stock under an Exchange Agreement with no expiration. The Incentive Units are "profit interests" with a $23.35 per-unit participation threshold and vest in five equal annual installments beginning September 15, 2026. Horowitz also directly owns 59 shares of Class A common stock and 25,199 shares of Class B common stock, which have no economic value but one vote per share and are cancelled upon exchange of the corresponding Common Units.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Horowitz Fran
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units of Jersey Mike's HoldCo, LLC F2 | -- | -- | -- |
| holding | Incentive Units of Jersey Mike's HoldCo, LLC F3, F4, F5 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock F1 | -- | -- | -- |
Holdings After Transaction:
Common Units of Jersey Mike's HoldCo, LLC — 25,199 shares (Indirect, See Footnote);
Incentive Units of Jersey Mike's HoldCo, LLC — 8,495.4 shares (Indirect, See Footnote);
Class A Common Stock — 59 shares (Direct);
Class B Common Stock — 25,199 shares (Direct)
Footnotes (5)
- F1. Shares of Jersey Mike's Subs Inc. (the "Issuer") Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Jersey Mike's HoldCo, LLC ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- F2. Pursuant to the terms of an exchange agreement, dated as of July 29, 2026 (the "Exchange Agreement"), holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire. Such Common Units are held indirectly through Jersey Mike's Management Aggregator LLC.
- F3. Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of Common Units generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock), subject to certain adjustments.
- F4. Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC.
- F5. These Incentive Units vest in five equal annual installments beginning on September 15, 2026.
Key Figures
Underlying Class A shares from Common Units: 25,199.0000 shares
Underlying Class A shares from Incentive Units: 8,495.4000 shares
Incentive Unit participation threshold: 23.3500
+3 more
6 metrics
Underlying Class A shares from Common Units
25,199.0000 shares
Underlying shares for Common Units of Jersey Mike's HoldCo, LLC held indirectly
Underlying Class A shares from Incentive Units
8,495.4000 shares
Underlying shares for Incentive Units of Jersey Mike's HoldCo, LLC held indirectly
Incentive Unit participation threshold
23.3500
Per unit participation threshold used in Incentive Unit conversion formula
Direct Class A common stock holdings
59.0000 shares
Directly owned Class A common stock of Jersey Mike's Subs Inc.
Direct Class B common stock holdings
25,199.0000 shares
Directly owned Class B common stock with no economic value and one vote per share
Vesting schedule length
5 annual installments
Incentive Units vest in five equal annual installments beginning September 15, 2026
Key Terms
Class B common stock, Exchange Agreement, profit interests, stock appreciation rights, +1 more
5 terms
Class B common stock financial
"Shares of Jersey Mike's Subs Inc. Class B common stock have no economic value"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Exchange Agreement financial
"Pursuant to the terms of an exchange agreement, dated as of July 29, 2026"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
profit interests financial
"Reflect incentive units which are "profit interests" having economic characteristics similar"
stock appreciation rights financial
"profit interests having economic characteristics similar to stock appreciation rights"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
per unit participation threshold financial
"convertible into a number of Common Units generally equal to the per unit participation threshold"
FAQ
What insider position did Fran Horowitz report in JMKE on this Form 3?
Fran Horowitz reported initial holdings including 25,199 Common Units and 8,495.4 Incentive Units of Jersey Mike's HoldCo, LLC, plus 59 Class A and 25,199 Class B common shares of Jersey Mike's Subs Inc.
How can the Common Units reported for JMKE be exchanged into Class A common stock?
Under an Exchange Agreement dated July 29, 2026, holders may exchange Common Units for Class A common stock on a one-for-one basis. These exchange rights do not expire and are subject to customary anti-dilution adjustments.
What are the economic terms of the Incentive Units reported for JMKE?
The Incentive Units are "profit interests" with economic characteristics similar to stock appreciation rights. Vested units convert into Common Units based on the $23.35 per-unit participation threshold and the then-current per-unit value of a Common Unit.
When do the JMKE Incentive Units held by Fran Horowitz begin to vest?
The Incentive Units begin vesting on September 15, 2026. They vest in five equal annual installments, after which vested units may be converted into Common Units and ultimately into Class A common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
