Jersey Mike's Subs (JMKE) CEO holds equity tied to $19.62 price hurdle
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reported the initial equity holdings of CEO and director Morrison Charles R. He holds 118 shares of Class A Common Stock directly and 50,300 shares of Class B Common Stock directly, each Class B share having one vote but no economic value.
Indirectly through Jersey Mike's Management Aggregator LLC, he is associated with Common Units of Jersey Mike's HoldCo, LLC exchangeable one-for-one into 50,300 shares of Class A Common Stock with exchange rights that do not expire. He also holds Incentive Units representing up to 1,469,533.7 underlying Class A shares at a participation threshold of $19.62 per unit; 20% of these Incentive Units are vested, and the remaining 80% vest in four equal annual installments beginning on April 28, 2027.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Morrison Charles R
Role
CEO
| 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 — 50,300 shares (Indirect, See Footnote);
Incentive Units of Jersey Mike's HoldCo, LLC — 1,469,533.7 shares (Indirect, See Footnote);
Class A Common Stock — 118 shares (Direct);
Class B Common Stock — 50,300 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. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on April 28, 2027.
Key Figures
Direct Class A Common Stock holdings: 118 shares
Direct Class B Common Stock holdings: 50,300 shares
Common Units underlying Class A shares: 50,300 shares
+4 more
7 metrics
Direct Class A Common Stock holdings
118 shares
Shares of JMKE Class A Common Stock held directly by Morrison Charles R
Direct Class B Common Stock holdings
50,300 shares
Class B Common Stock with no economic value and one vote per share
Common Units underlying Class A shares
50,300 shares
Underlying Class A shares from Common Units held indirectly via aggregator entity
Incentive Units underlying Class A shares
1,469,533.7 shares
Underlying Class A shares associated with Incentive Units held indirectly
Incentive Unit participation threshold
$19.62 per unit
Per unit participation threshold used in Incentive Unit conversion formula
Vested portion of Incentive Units
20%
Current vested percentage of Incentive Units
Unvested Incentive Units vesting
80% in 4 installments
Unvested Incentive Units vest in four equal annual installments from April 28, 2027
Key Terms
Incentive Units, profit interests, Exchange Agreement, Class B common stock, +1 more
5 terms
Incentive Units financial
"Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests""
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 to stock"
Exchange Agreement financial
"Pursuant to the terms of an exchange agreement, dated as of July 29, 2026 (the "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.
Class B common stock financial
"Shares of Jersey Mike's Subs Inc. Class B common stock ("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.
per unit participation threshold financial
"per unit participation threshold and then-current difference between the per unit value"
FAQ
What does Jersey Mike's Subs Inc. (JMKE) Form 3 disclose about CEO Morrison Charles R's direct share ownership?
The Form 3 shows Morrison Charles R directly owns 118 shares of Class A Common Stock and 50,300 shares of Class B Common Stock. Class B shares have one vote per share but no economic value, serving only as voting stock.
What Incentive Units linked to Jersey Mike's (JMKE) Class A stock does Morrison Charles R hold?
He holds Incentive Units of Jersey Mike's HoldCo, LLC representing up to 1,469,533.7 underlying Class A shares. These are “profit interests” with a participation threshold of $19.62 per unit, giving economics similar to stock appreciation rights.
How do Class B Common Stock and Common Units work for Jersey Mike's (JMKE)?
Each Common Unit corresponds to one share of Class A Common Stock upon exchange and is paired with one share of Class B Common Stock. When Common Units are exchanged for Class A shares, an equivalent number of associated Class B shares are automatically cancelled.
Do Morrison Charles R’s exchange rights for Jersey Mike's (JMKE) Common Units expire?
According to the Exchange Agreement, holders may exchange Common Units for Class A Common Stock on a one-for-one basis, and these exchange rights do not expire. This applies to Common Units held through Jersey Mike's Management Aggregator LLC.
AI-generated analysis. How Rhea-AI works. Not financial advice.
