Jersey Mike's (JMKE) chair details 84,954.6 incentive units vesting from 2027
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reported the initial holdings of director and Chairman Travis Nigel. Indirectly through a family trust and Jersey Mike's Management Aggregator LLC, he is associated with 50,300 Common Units of Jersey Mike's HoldCo, LLC (exchangeable one-for-one into Class A Common Stock), 84,954.6 Incentive Units with a $19.62 participation threshold, 50,300 shares of Class B Common Stock that carry voting rights but no economic value, and 118 shares of Class A Common Stock held by a trust. The filing states he disclaims beneficial ownership of trust-held securities except to the extent of his pecuniary interest and notes that 20% of the Incentive Units have vested, with the remaining 80% vesting in four equal annual installments beginning January 16, 2027.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
TRAVIS NIGEL
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units of Jersey Mike's HoldCo, LLC F3, F2 | -- | -- | -- |
| holding | Incentive Units of Jersey Mike's HoldCo, LLC F4, F5, F6 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class B Common Stock F1, F2 | -- | -- | -- |
Holdings After Transaction:
Common Units of Jersey Mike's HoldCo, LLC — 50,300 shares (Indirect, By Trust);
Incentive Units of Jersey Mike's HoldCo, LLC — 84,954.6 shares (Indirect, See Footnote);
Class A Common Stock — 118 shares (Indirect, By Trust);
Class B Common Stock — 50,300 shares (Indirect, By Trust)
Footnotes (6)
- 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. These securities are held by a trust for the benefit of Reporting Person's family, of which, Reporting Person's spouse has the right to remove and replace the trustee. The Reporting Person disclaims beneficial ownership of the securities held by such trust, except to the extent of his pecuniary interest therein.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on January 16, 2027.
Key Figures
Common Units underlying Class A: 50,300
Incentive Units underlying Class A: 84,954.6
Incentive Unit participation threshold: 19.6200
+4 more
7 metrics
Common Units underlying Class A
50,300
Common Units of Jersey Mike's HoldCo, LLC, exchangeable one-for-one into Class A Common Stock
Incentive Units underlying Class A
84,954.6
Incentive Units of Jersey Mike's HoldCo, LLC convertible into Common Units tied to Class A stock
Incentive Unit participation threshold
19.6200
Per-unit participation threshold used in Incentive Unit conversion formula
Class A Common Stock held
118
Indirect Class A Common Stock holdings via trust
Class B Common Stock held
50,300
Class B Common Stock with no economic value and one vote per share
Vested Incentive Units percentage
20%
Portion of Incentive Units already vested
Unvested Incentive Units percentage
80%
Remainder vesting in four equal annual installments beginning January 16, 2027
Key Terms
Class B Common Stock, Common Units, Exchange Agreement, profit interests, +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.
Common Units financial
"One share of Class B Common Stock is issued for each common unit"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
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
"Incentive units of Jersey Mike's HoldCo, LLC, which are profit interests"
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.
FAQ
What insider position did Travis Nigel report in JMKE on this Form 3?
Travis Nigel reported indirect interests in Common Units, Incentive Units, Class A shares, and Class B shares of Jersey Mike's structure. These positions are largely held through a family trust and Jersey Mike's Management Aggregator LLC, with certain beneficial ownership disclaimed except for his pecuniary interest.
How many Common Units linked to JMKE Class A stock does Travis Nigel hold?
He is associated with 50,300 Common Units of Jersey Mike's HoldCo, LLC. Under an exchange agreement, each Common Unit can be exchanged on a one-for-one basis into a share of Class A Common Stock, with corresponding Class B shares cancelled upon exchange.
What Incentive Units tied to JMKE did Travis Nigel report and at what threshold?
He reported 84,954.6 Incentive Units of Jersey Mike's HoldCo, LLC with a per-unit participation threshold of $19.62. These profit-interest Incentive Units are economically similar to stock appreciation rights and are indirectly held through Jersey Mike's Management Aggregator LLC.
How do the vesting terms work for Travis Nigel’s JMKE Incentive Units?
According to the filing, 20% of the Incentive Units have already vested. The remaining 80% vest in four equal annual installments beginning on January 16, 2027, providing a structured, time-based vesting schedule tied to his ongoing association.
Does the JMKE filing say Travis Nigel fully owns the trust-held securities?
No. The filing states the securities are held in a family trust where his spouse can remove and replace the trustee. Travis Nigel disclaims beneficial ownership of those securities except to the extent of his pecuniary interest in the trust.
AI-generated analysis. How Rhea-AI works. Not financial advice.
