Jersey Mike's Subs Inc. (JMKE) CAO buys shares and receives 55,881 Incentive Units

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. executive James J. Whalen, Chief Accounting Officer, reported two equity acquisitions. On July 31, 2026, he purchased 2,500 shares of Class A Common Stock at $23.00 per share through a directed share program related to the company’s initial public offering, resulting in direct ownership of 2,500 shares. On July 30, 2026, he was granted 55,881.2 Incentive Units of Jersey Mike's HoldCo, LLC at a $27.86 per-unit participation threshold, held indirectly through Jersey Mike's Management Aggregator LLC; these Incentive Units are profit interests that can convert into Common Units and ultimately into Class A Common Stock and vest in five equal annual installments beginning April 6, 2027.

Insider Trade Summary

Net Buyer: 2,500 shares

Net Buy 2 txns

Insider Whalen James J.

Role Chief Accounting Officer

Bought 2,500 shs ($58K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock F1	2,500	$23.00	$58K
Grant/Award	Incentive Units of Jersey Mike's HoldCo, LLC F2, F3, F4, F5	55,881.2	--	--

Holdings After Transaction: Incentive Units of Jersey Mike's HoldCo, LLC — 55,881.2 shares (Indirect, See Footnotes); Class A Common Stock — 2,500 shares (Direct)

Footnotes (5)

1. F1. Reflects shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") purchased pursuant to a directed share program in connection with the Issuer's initial public offering.
2. F2. 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.
3. F3. 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.
4. F4. These securities were acquired in connection with the reclassification of the interests of Mike's HoldCo, LLC prior to the Issuer's 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.
5. F5. These Incentive Units vest in five equal annual installments beginning on April 6, 2027.

Key Figures

Class A shares purchased: 2,500 shares Purchase price per share: $23.00 Incentive Units granted: 55,881.2 units +1 more

4 metrics

Class A shares purchased 2,500 shares Purchased on July 31, 2026 via directed share program

Purchase price per share $23.00 Price paid for Class A Common Stock on July 31, 2026

Incentive Units granted 55,881.2 units Incentive Units of Jersey Mike's HoldCo, LLC granted July 30, 2026

Incentive Unit participation threshold $27.86 Per unit participation threshold for Incentive Units

Key Terms

directed share program, profit interests, stock appreciation rights, exchange agreement, +1 more

5 terms

directed share program financial

"purchased pursuant to a directed share program in connection with the Issuer's initial public offering"

profit interests financial

"Incentive Units, which are "profit interests" having economic characteristics similar to stock appreciation rights"

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.

exchange agreement financial

"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"

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 A Common Stock financial

"Reflects shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/10/2026 - 09:14 AM Accepted by SEC EDGAR 08/04/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What insider transactions did JMKE Chief Accounting Officer James J. Whalen report?

James J. Whalen reported acquiring 2,500 shares of Class A Common Stock at $23.00 per share and a grant of 55,881.2 Incentive Units of Jersey Mike's HoldCo, LLC tied to the IPO-related reclassification.

How many JMKE Class A shares does James J. Whalen now hold directly?

Following the reported purchase, James J. Whalen directly holds 2,500 shares of Jersey Mike's Subs Inc. Class A Common Stock, all acquired at $23.00 per share through a directed share program connected to the initial public offering.

What are the key terms of the 55,881.2 Incentive Units related to JMKE?

Whalen was granted 55,881.2 Incentive Units with a $27.86 per unit participation threshold. These profit-interest units have no expiration, can convert into Common Units, and ultimately into Class A Common Stock, subject to specified conversion mechanics.

When do James J. Whalen’s JMKE Incentive Units begin vesting?

The Incentive Units begin vesting on April 6, 2027. They vest in five equal annual installments, meaning a portion of the 55,881.2 units becomes vested each year over a five-year period, assuming continued eligibility.

How are Whalen’s JMKE Incentive Units held and can they become Class A shares?

The Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC. Once vested, they may convert into Common Units of Jersey Mike’s HoldCo, LLC, which are exchangeable one-for-one into Class A Common Stock under an exchange agreement.

Were Whalen’s JMKE share purchases part of a directed share program?

Yes. The 2,500 Class A shares were purchased under a directed share program in connection with Jersey Mike's Subs Inc.’s initial public offering, as described in the filing footnotes.

SEC Form 4

FORM 4

UNITED 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^*

Whalen James J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/31/2026		P(1)		2,500	A	$23	2,500	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Units of Jersey Mike's HoldCo, LLC	$27.86(2)(3)	07/30/2026		A(4)		55,881.2		(2)(3)(5)	(2)(3)(5)	Class A Common Stock	55,881.2	(4)	55,881.2	I	See Footnotes(2)(3)

Explanation of Responses:

1. Reflects shares of Class A common stock ("Class A Common Stock") of Jersey Mike's Subs Inc. (the "Issuer") purchased pursuant to a directed share program in connection with the Issuer's initial public offering.

2. 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.

3. 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.

4. These securities were acquired in connection with the reclassification of the interests of Mike's HoldCo, LLC prior to the Issuer's 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.

5. These Incentive Units vest in five equal annual installments beginning on April 6, 2027.

	/s/ Erin Conway, Attorney-in-Fact	08/04/2026
	** Signature of Reporting Person	Date
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)