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Jersey Mike's Subs Inc. (JMKE) CFO adds shares and 272K incentive units

(High)
(Positive)
Form Type
4

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. Chief Financial Officer Michele Allen reported multiple equity acquisitions around the company’s initial public offering. On July 31, 2026, Allen purchased 13,000 shares of Class A Common Stock at $23.00 per share, including indirect purchases held for a son and daughter under a directed share program. On July 30, 2026, Allen also reflected interests tied to a pre-IPO reclassification, including 18,675 Common Units of Jersey Mike's HoldCo, LLC (exchangeable one-for-one into Class A Common Stock and paired with non-economic voting Class B shares) and a grant of 272,135.800 Incentive Units with a $25.70 participation threshold that vest in five equal annual installments beginning December 2, 2026.

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Insider ALLEN MICHELE
Role Chief Financial Officer
Bought 13,000 shs ($299K)
Type Security Shares Price Value
Purchase Class A Common Stock F3 10,000 $23.00 $230K
Purchase Class A Common Stock F3 1,500 $23.00 $35K
Purchase Class A Common Stock F3 1,500 $23.00 $35K
Grant/Award Common Units of Jersey Mike's HoldCo, LLC F4, F1 18,675 -- --
Grant/Award Incentive Units of Jersey Mike's HoldCo, LLC F5, F6, F1, F7 272,135.8 -- --
Grant/Award Class A Common Stock F1 43 -- --
Grant/Award Class B Common Stock F1, F2 18,675 -- --
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 Footnotes); Class B Common Stock — 18,675 shares (Direct); Class A Common Stock — 10,043 shares (Direct); Class A Common Stock — 1,500 shares (Indirect, By Son); Class A Common Stock — 1,500 shares (Indirect, By Daughter)
Footnotes (7)
  1. F1. These securities were acquired in connection with the reclassification of the interests of Mike's HoldCo, LLC prior to the Jersey Mike's Subs Inc. (the "Issuer") initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on July 30, 2026.
  2. F2. Shares of Class B common stock ("Class B Common Stock") of the Issuer 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.
  3. F3. Reflects shares of Class A Common Stock of the Issuer purchased pursuant to a directed share program in connection with the Issuer's initial public offering.
  4. F4. 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.
  5. F5. 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 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.
  6. F6. 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.
  7. F7. These Incentive Units vest in five equal annual installments beginning on December 2, 2026.
Class A shares purchased 13,000 shares at $23.00 per share Total Class A Common Stock purchased on July 31, 2026, including indirect family holdings
Common Units acquired 18,675 units Common Units of Jersey Mike's HoldCo, LLC exchangeable one-for-one into Class A Common Stock
Incentive Units granted 272,135.800 units Incentive Units of Jersey Mike's HoldCo, LLC with profit-interest characteristics
Incentive Unit participation threshold $25.70 per unit Per-unit participation threshold used in the conversion formula for Incentive Units
Class B Common Stock reported 18,675 shares Non-economic, one-vote-per-share Class B Common Stock issued with each Common Unit
Incentive Unit vesting start December 2, 2026 Date Incentive Units begin vesting in five equal annual installments
directed share program financial
"purchased pursuant to a directed share program in connection with the Issuer's initial public offering"
Class B Common Stock financial
"Shares of Class B common stock ("Class B Common Stock") of the Issuer 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 of Jersey Mike's HoldCo, LLC ("Common Units") held"
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.
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 appreciation rights"
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Class A Common Stock did JMKE CFO Michele Allen purchase?

Michele Allen purchased 13,000 shares of Jersey Mike's Subs Inc. Class A Common Stock at $23.00 per share on July 31, 2026. This includes direct holdings and shares held indirectly for a son and daughter through a directed share program tied to the IPO.

How many Jersey Mike's HoldCo Common Units does Michele Allen report holding?

Allen reports 18,675 Common Units of Jersey Mike's HoldCo, LLC as of July 30, 2026. Under an exchange agreement, each Common Unit is exchangeable on a one-for-one basis into a share of Jersey Mike's Class A Common Stock, with no expiration on these exchange rights.

What Incentive Units tied to JMKE did Michele Allen receive?

Allen reported 272,135.800 Incentive Units of Jersey Mike's HoldCo, LLC with a $25.70 per-unit participation threshold. These profit-interest Incentive Units vest in five equal annual installments beginning on December 2, 2026 and are held indirectly through Jersey Mike's Management Aggregator LLC.

How are Jersey Mike's Class B Common Stock shares characterized in this filing?

The filing states that Class B Common Stock has no economic value and carries one vote per share. One Class B share is issued for each Common Unit held, and the corresponding Class B shares are automatically cancelled when Common Units are exchanged into Class A Common Stock.

Are Michele Allen’s Common Units in Jersey Mike's HoldCo exchangeable into JMKE Class A shares?

Yes. Under a July 29, 2026 exchange agreement, the reported Common Units are exchangeable on a one-for-one basis into Jersey Mike's Class A Common Stock. These exchange rights do not expire and are subject to customary adjustment provisions for corporate actions.

When do Michele Allen’s Incentive Units associated with JMKE begin vesting?

The Incentive Units begin vesting on December 2, 2026. They vest in five equal annual installments starting on that date, after which vested Incentive Units may be convertible into Common Units based on a formula tied to Class A Common Stock trading prices and participation thresholds.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ALLEN MICHELE

(Last)(First)(Middle)
C/O JERSEY MIKE'S SUBS INC.
1 COMMVAULT WAY, SUITE 300

(Street)
TINTON FALLS NEW JERSEY 07724

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Jersey Mike's Subs Inc. [ JMKE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock07/30/2026A(1)43A(1)43D
Class B Common Stock07/30/2026A(1)18,675(2)A(1)18,675D
Class A Common Stock07/31/2026P(3)10,000A$2310,043D
Class A Common Stock07/31/2026P(3)1,500A$231,500IBy Son
Class A Common Stock07/31/2026P(3)1,500A$231,500IBy Daughter
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units of Jersey Mike's HoldCo, LLC(4)07/30/2026A(1)18,675 (4) (4)Class A Common Stock18,675(1)18,675ISee Footnote(4)
Incentive Units of Jersey Mike's HoldCo, LLC$25.7(5)(6)07/30/2026A(1)272,135.8 (5)(6)(7) (5)(6)(7)Class A Common Stock272,135.8(1)272,135.8ISee Footnotes(5)(6)
Explanation of Responses:
1. These securities were acquired in connection with the reclassification of the interests of Mike's HoldCo, LLC prior to the Jersey Mike's Subs Inc. (the "Issuer") initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on July 30, 2026.
2. Shares of Class B common stock ("Class B Common Stock") of the Issuer 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.
3. Reflects shares of Class A Common Stock of the Issuer purchased pursuant to a directed share program in connection with the Issuer's initial public offering.
4. 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.
5. 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 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.
6. 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.
7. These Incentive Units vest in five equal annual installments beginning on December 2, 2026.
/s/ Erin Conway, Attorney-in-Fact08/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)