Jersey Mike's Subs (JMKE) CAO holds 55.9K share-linked units
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reports that Chief Accounting Officer James J. Whalen holds an indirect equity incentive position through Jersey Mike's Management Aggregator LLC. The holding consists of Incentive Units of Jersey Mike's HoldCo, LLC, which are profit-interest awards economically similar to stock appreciation rights.
These Incentive Units are tied to 55,881.2000 underlying shares of Class A common stock, with an exercise/conversion price reference of $27.8600 per underlying share. Vested Incentive Units can convert into Common Units of HoldCo, which are then exchangeable on a one-for-one basis into Class A common stock under an exchange agreement dated July 29, 2026. The Incentive Units have no expiration date and vest in five equal annual installments beginning on April 6, 2027.
Positive
- None.
Negative
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Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Whalen James J.
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Incentive Units of Jersey Mike's HoldCo, LLC F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Incentive Units of Jersey Mike's HoldCo, LLC — 55,881.2 shares (Indirect, See Footnote)
Footnotes (3)
- F1. 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 of Jersey Mike's HoldCo, LLC ("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 ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") 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 Issuer Class A Common Stock), subject to certain adjustments.
- F2. Common Units are exchangeable on a one-for-one basis for shares of Issuer Class A Common Stock pursuant to the terms of an exchange agreement, dated as of July 29, 2026. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC.
- F3. These Incentive Units vest in five equal annual installments beginning on April 6, 2027.
Key Figures
Underlying Class A Shares: 55,881.2000 shares
Exercise/Conversion Price: 27.8600
Vesting Schedule: 5 equal annual installments
+2 more
5 metrics
Underlying Class A Shares
55,881.2000 shares
Underlying security shares tied to Incentive Units, following the reported holding
Exercise/Conversion Price
27.8600
Per-share exercise price reference for Incentive Units into Class A common stock
Vesting Schedule
5 equal annual installments
Incentive Units vest in five equal annual installments beginning April 6, 2027
Vesting Commencement Date
April 6, 2027
Date on which the Incentive Units begin vesting
Exchange Ratio
1-for-1
Common Units exchangeable one-for-one into Class A common stock under exchange agreement
Key Terms
profit interests, stock appreciation rights, Incentive Units, Common Units, +1 more
5 terms
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.
Incentive Units financial
"Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are"
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.
Common Units financial
"convertible, at the holder's election, into a number of common units ("Common Units")"
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
"Common Units are exchangeable on a one-for-one basis ... pursuant to the terms of an exchange agreement"
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.
FAQ
What insider position did Jersey Mike's Subs Inc. (JMKE) disclose for James J. Whalen?
Jersey Mike's Subs Inc. disclosed that Chief Accounting Officer James J. Whalen indirectly holds Incentive Units of Jersey Mike's HoldCo, LLC. These units are tied to 55,881.2000 underlying shares of Class A common stock through an exchangeable Common Unit structure.
What is the exercise or conversion price of James J. Whalen’s Incentive Units in JMKE?
The Incentive Units reference an exercise or conversion price of $27.8600 per underlying share of Class A common stock. This price is used in the formula that determines how many Common Units are received upon conversion of vested Incentive Units into equity exposure.
When do James J. Whalen’s Incentive Units in Jersey Mike's Subs Inc. begin vesting?
The Incentive Units begin vesting on April 6, 2027 in five equal annual installments. This means the award vests over a multi-year schedule, aligning Whalen’s economic exposure to the future performance of Jersey Mike's Subs Inc. equity.
Can James J. Whalen’s Incentive Units be exchanged for JMKE Class A common stock?
Yes. Vested Incentive Units can convert into Common Units of Jersey Mike's HoldCo, LLC, which are exchangeable one-for-one for shares of JMKE Class A common stock under an exchange agreement dated July 29, 2026, with no stated expiration date.
How are the Incentive Units held by James J. Whalen characterized economically?
The Incentive Units are described as “profit interests” with economic characteristics similar to stock appreciation rights. Their value depends on the difference between the Common Unit value and a participation threshold, tying Whalen’s upside to future equity appreciation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
