Jersey Mike's (JMKE) GC holds 190K-share incentive units vesting from 2026
Rhea-AI Filing Summary
Jersey Mike's Subs Inc. (JMKE) reports that General Counsel McLester Scott G has an initial indirect beneficial ownership position in derivative awards tied to its Class A common stock. The filing lists Incentive Units of Jersey Mike's HoldCo, LLC that are economically similar to stock appreciation rights and are held through Jersey Mike's Management Aggregator LLC. These Incentive Units correspond to 190,495.1 underlying shares of Class A common stock at an exercise price of $25.70 per share, have no expiration date, and vest in five equal annual installments beginning on November 17, 2026. Common Units received upon conversion of vested Incentive Units are exchangeable on a one-for-one basis for Class A common shares under a July 29, 2026 exchange agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
McLester Scott G
Role
General Counsel
| 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 — 190,495.1 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 November 17, 2026.
Key Figures
Underlying Class A shares: 190,495.1000 shares
Exercise price: $25.7000 per share
Vesting installments: 5 equal annual installments
+3 more
6 metrics
Underlying Class A shares
190,495.1000 shares
Underlying security shares associated with Incentive Units, following reported holding
Exercise price
$25.7000 per share
Conversion or exercise price for Incentive Units tied to Class A common stock
Vesting installments
5 equal annual installments
Incentive Units vest in five equal annual installments
Vesting start date
November 17, 2026
First vesting date for the Incentive Units
Exchange ratio
1 Common Unit : 1 Class A share
Common Units are exchangeable one-for-one for JMKE Class A common stock
Exchange agreement date
July 29, 2026
Date of exchange agreement governing Common Unit for Class A share exchanges
Key Terms
Incentive Units, profit interests, stock appreciation rights, Common Units, +1 more
5 terms
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.
profit interests financial
"Incentive Units, which are "profit interests" having economic characteristics"
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.
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 ownership did Jersey Mike's Subs Inc. (JMKE) report for McLester Scott G on this Form 3?
The Form 3 shows indirect beneficial ownership of Incentive Units of Jersey Mike's HoldCo, LLC tied to JMKE Class A common stock, held through Jersey Mike's Management Aggregator LLC, rather than directly held common shares.
What is the exercise price of the Incentive Units reported for JMKE’s General Counsel?
The Incentive Units have an exercise price of $25.70 per share. The value is based on the public trading price of JMKE Class A common stock used to determine the per-unit value of related Common Units.
What is the vesting schedule for the Incentive Units disclosed by Jersey Mike's (JMKE)?
These Incentive Units vest in five equal annual installments beginning on November 17, 2026. Only vested Incentive Units are eligible for conversion into Common Units, which can then be exchanged into Class A common stock.
Do the Incentive Units reported for Jersey Mike's (JMKE) General Counsel have an expiration date?
The filing states that these Incentive Units have no expiration date. They remain outstanding subject to their vesting schedule and the conversion and exchange mechanics described in the related agreements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
