STOCK TITAN

Jersey Mike's Subs Inc. (JMKE) COO adds shares, receives 272,135.8 Incentive Units

(High)
(Positive)
Form Type
4

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. President and COO Stacy Peterson reported acquiring equity interests. Peterson purchased 15,000 shares of Class A Common Stock at $23.00 per share through a directed share program related to the initial public offering, resulting in ownership of 15,000 directly held shares. In a separate transaction, Peterson was awarded 272,135.8 Incentive Units of Jersey Mike's HoldCo, LLC, a profit-interest instrument with economic characteristics similar to stock appreciation rights, with a $23.35 per-unit participation threshold. These Incentive Units, held indirectly through Jersey Mike's Management Aggregator LLC, are convertible into Common Units that are exchangeable on a one-for-one basis for Class A Common Stock, have no expiration date, and vest in five equal annual installments beginning on September 2, 2026.

Positive

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Negative

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Insights

Analyzing...

Insider Peterson Stacy
Role President and COO
Bought 15,000 shs ($345K)
Type Security Shares Price Value
Purchase Class A Common Stock F1 15,000 $23.00 $345K
Grant/Award Incentive Units of Jersey Mike's HoldCo, LLC F2, F3, F4, F5 272,135.8 -- --
Holdings After Transaction: Incentive Units of Jersey Mike's HoldCo, LLC — 272,135.8 shares (Indirect, See Footnotes); Class A Common Stock — 15,000 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 September 2, 2026.
Shares purchased 15,000 shares Class A Common Stock purchased on 2026-07-31 via directed share program
Purchase price $23.00 per share Price paid for 15,000 Class A Common Stock shares
Shares held after purchase 15,000 shares Total directly held Class A Common Stock following the reported purchase
Incentive Units granted 272,135.8 units Incentive Units of Jersey Mike's HoldCo, LLC awarded on 2026-07-30
Participation threshold $23.35 per unit Per-unit participation threshold used for Incentive Unit economic participation
Vesting schedule 5 equal annual installments Incentive Units vesting pattern beginning on September 2, 2026
Exchange ratio 1 Common Unit : 1 Class A share Common Units exchangeable one-for-one into Class A Common Stock
directed share program financial
"shares of Class A common stock purchased pursuant to a directed share program"
profit interests financial
"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.
exchange agreement financial
"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
"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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FAQ

What insider transactions did Jersey Mike's Subs (JMKE) report for Stacy Peterson?

Stacy Peterson reported acquiring 15,000 shares of Class A Common Stock at $23.00 per share and 272,135.8 Incentive Units of Jersey Mike's HoldCo, LLC, both increasing her economic exposure to Jersey Mike's equity.

How many JMKE Class A shares does Stacy Peterson hold after these transactions?

After the reported open-market purchase, Stacy Peterson directly holds 15,000 shares of Jersey Mike's Class A Common Stock. She also holds 272,135.8 Incentive Units indirectly, which are ultimately exchangeable into Class A shares under specified conversion and exchange terms.

At what price did Stacy Peterson buy Jersey Mike's (JMKE) Class A stock?

Stacy Peterson purchased 15,000 shares of Jersey Mike's Class A Common Stock at $23.00 per share through a directed share program connected to the company’s initial public offering, according to the reported insider transaction details.

What are the key terms of the 272,135.8 Incentive Units reported for JMKE?

The 272,135.8 Incentive Units are profit interests with a $23.35 participation threshold, convertible into Common Units that can be exchanged one-for-one for Class A Common Stock, vesting in five equal annual installments starting September 2, 2026.

How are Stacy Peterson’s Incentive Units in Jersey Mike's (JMKE) held and when do they vest?

The Incentive Units are held indirectly through Jersey Mike's Management Aggregator LLC and have no expiration date. They vest in five equal annual installments, beginning on September 2, 2026, as described in the transaction footnotes.
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*
Peterson Stacy

(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)
President and COO
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 Stock07/31/2026P(1)15,000A$2315,000D
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
Incentive Units of Jersey Mike's HoldCo, LLC$23.35(2)(3)07/30/2026A(4)272,135.8 (2)(3)(5) (2)(3)(5)Class A Common Stock272,135.8(4)272,135.8ISee 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 September 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)