Jersey Mike's Subs (JMKE) CFO reports 272K profit-interest units
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) discloses the initial equity holdings of its Chief Financial Officer, Michele Allen. She has indirect interests in 18,675 Common Units of Jersey Mike's HoldCo, LLC and 272,135.8 Incentive Units, each ultimately referencing Class A Common Stock under an Exchange Agreement. The Incentive Units have a $25.70 per-unit participation threshold, are structured as profit interests similar to stock appreciation rights, and vest in five equal annual installments beginning December 2, 2026. She also holds directly 43 shares of Class A Common Stock and 18,675 shares of Class B Common Stock, with Class B carrying voting rights but no economic value and canceling upon exchange of the corresponding Common Units for Class A shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
ALLEN MICHELE
Role
Chief Financial Officer
| 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 — 18,675 shares (Indirect, See Footnote);
Incentive Units of Jersey Mike's HoldCo, LLC — 272,135.8 shares (Indirect, See Footnote);
Class A Common Stock — 43 shares (Direct);
Class B Common Stock — 18,675 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 December 2, 2026.
Key Figures
Common Units underlying Class A: 18,675.0000 units
Incentive Units underlying Class A: 272,135.8000 units
Participation threshold: 25.7000
+4 more
7 metrics
Common Units underlying Class A
18,675.0000 units
Indirectly held Common Units of Jersey Mike's HoldCo, LLC; exchangeable 1:1 into Class A Common Stock
Incentive Units underlying Class A
272,135.8000 units
Indirect Incentive Units of Jersey Mike's HoldCo, LLC referencing Class A Common Stock
Participation threshold
25.7000
Per-unit participation threshold used in the Incentive Units conversion formula
Direct Class A Common Stock
43.0000 shares
Directly held Class A Common Stock of Jersey Mike's Subs Inc. by Michele Allen
Direct Class B Common Stock
18,675.0000 shares
Directly held Class B Common Stock with voting rights but no economic value
Vesting schedule length
5 annual installments
Incentive Units vest in five equal annual installments beginning on December 2, 2026
Exchange Agreement date
July 29, 2026
Date of the Exchange Agreement governing one-for-one Common Unit for Class A stock exchanges
Key Terms
Exchange Agreement, Incentive Units, profit interests, stock appreciation rights, +1 more
5 terms
Exchange Agreement regulatory
"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.
Incentive Units financial
"Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units")"
Incentive units are ownership stakes a company grants to employees, contractors or advisors as part of pay, which become valuable only after certain conditions are met (for example, after a period of time or when performance targets are hit). They matter to investors because they create potential future claims on profits or ownership—similar to performance-based coupons that convert into a slice of the business—and can dilute existing holders or change incentives for management.
profit interests financial
"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.
Class B Common Stock financial
"Shares of Jersey Mike's Subs Inc. Class B common stock ("Class B Common Stock")"
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.
FAQ
What insider ownership did JMKE CFO Michele Allen report on this Form 3?
Michele Allen reported indirect holdings of 18,675 Common Units and 272,135.8 Incentive Units of Jersey Mike's HoldCo, LLC, plus direct holdings of 43 Class A and 18,675 Class B shares of Jersey Mike's Subs Inc.
How can Michele Allen’s Common Units in JMKE be exchanged for Class A stock?
Under an Exchange Agreement dated July 29, 2026, Common Units are exchangeable on a one-for-one basis into Class A Common Stock, subject to customary anti-dilution adjustments, with no expiration on these exchange rights.
What are the key terms of the JMKE Incentive Units held by Michele Allen?
The Incentive Units are profit interests with economic characteristics similar to stock appreciation rights. Vested units convert into Common Units based on a formula using the $25.70 participation threshold and the then-current per-unit value of a Common Unit.
When do Michele Allen’s JMKE Incentive Units begin vesting and over what period?
The Incentive Units begin vesting on December 2, 2026 and vest in five equal annual installments. This schedule gradually increases the portion of Incentive Units that become vested and eligible for conversion into Common Units over time.
What rights attach to JMKE Class B Common Stock reported by Michele Allen?
Each share of Class B Common Stock has one vote but no economic value. One Class B share is issued per Common Unit, and corresponding Class B shares are automatically cancelled when those Common Units are exchanged for Class A stock.
How are Michele Allen’s indirect JMKE holdings structured?
The Common Units and Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC. Footnotes explain that these units reference Class A Common Stock via exchange and conversion mechanics set out in governing agreements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
