Jersey Mike's Subs Inc. (JMKE) chair acquires HoldCo units, Incentive Units and Class A stock

Rhea-AI Filing Summary

Jersey Mike's Subs Inc. director and chairman Nigel Travis reported several equity-related changes tied to the company’s initial public offering and related reclassification. On July 31, 2026, entities associated with his son and daughter purchased 650 and 434 shares, respectively, of Class A Common Stock at $23.00 per share through a directed share program. On July 30, 2026, a family trust associated with him acquired 50,300 Common Units and corresponding 50,300 shares of Class B Common Stock, plus 118 shares of Class A Common Stock, in connection with a HoldCo reclassification. The Common Units are exchangeable one-for-one into Class A shares under an exchange agreement with no expiration. He was also awarded 84,954.6 Incentive Units, which are profit-interest instruments convertible into Common Units and then into Class A shares; 20% are vested and the remaining 80% vest in four equal annual installments beginning January 16, 2027. Many of these holdings are indirect, including through a family trust and Jersey Mike's Management Aggregator LLC, and he disclaims beneficial ownership of the trust-held securities except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 51,502 shares

Net Buy 6 txns

Insider TRAVIS NIGEL

Role Director

Bought 1,084 shs ($25K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock F3	650	$23.00	$15K
Purchase	Class A Common Stock F3	434	$23.00	$10K
Grant/Award	Common Units of Jersey Mike's HoldCo, LLC F4, F1, F8	50,300	--	--
Grant/Award	Incentive Units of Jersey Mike's HoldCo, LLC F5, F6, F1, F7	84,954.6	--	--
Grant/Award	Class A Common Stock F1, F8	118	--	--
Grant/Award	Class B Common Stock F1, F2, F8	50,300	--	--

Holdings After Transaction: Common Units of Jersey Mike's HoldCo, LLC — 50,300 shares (Indirect, By Trust); Incentive Units of Jersey Mike's HoldCo, LLC — 84,954.6 shares (Indirect, See Footnotes); Class A Common Stock — 118 shares (Indirect, By Trust); Class B Common Stock — 50,300 shares (Indirect, By Trust); Class A Common Stock — 650 shares (Indirect, By Son); Class A Common Stock — 434 shares (Indirect, By Daughter)

Footnotes (8)

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. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on January 16, 2027.
8. F8. These securities are held by a trust for the benefit of Reporting Person's family, of which, Reporting Person's spouse has the right to remove and replace the trustee. The Reporting Person disclaims beneficial ownership of the securities held by such trust, except to the extent of his pecuniary interest therein.

Key Figures

Class A shares purchased (son): 650 shares at $23.0000 Class A shares purchased (daughter): 434 shares at $23.0000 Common Units acquired: 50,300.0000 units +5 more

8 metrics

Class A shares purchased (son) 650 shares at $23.0000 Indirectly held by son; purchased July 31, 2026 via directed share program

Class A shares purchased (daughter) 434 shares at $23.0000 Indirectly held by daughter; purchased July 31, 2026 via directed share program

Common Units acquired 50,300.0000 units Common Units of Jersey Mike's HoldCo, LLC; exchangeable 1-for-1 into Class A Common Stock

Class B shares acquired 50,300.0000 shares Class B Common Stock; no economic value and one vote per share, paired with Common Units

Incentive Units granted 84,954.6000 units Incentive Units of Jersey Mike's HoldCo, LLC with profit-interest features

Incentive Units participation threshold 19.6200 Per-unit participation threshold used in Incentive Unit conversion formula

Vested Incentive Units percentage 20% 20% vested; remaining 80% vest in four equal annual installments from January 16, 2027

Directed share program purchases 1,084 shares Total Class A shares purchased via IPO directed share program for son and daughter

Key Terms

directed share program, Exchange Agreement, Incentive Units, profit interests, +1 more

5 terms

directed share program financial

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

Exchange Agreement regulatory

"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.

Incentive Units financial

"Reflect incentive units of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit"

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 of Jersey Mike's HoldCo, LLC ("Incentive Units"), which are "profit interests""

pecuniary interest financial

"disclaims beneficial ownership of the securities held by such trust, except to the extent of his pecuniary"

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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 JMKE stock purchases did Nigel Travis report on this Form 4?

Nigel Travis reported indirect purchases of 650 and 434 shares of Jersey Mike’s Class A Common Stock at $23.00 per share for entities associated with his son and daughter, executed through a directed share program connected to the company’s initial public offering.

What Common Units tied to JMKE were acquired by the Travis-related trust?

A family trust associated with Nigel Travis acquired 50,300 Common Units of Jersey Mike’s HoldCo, each paired with one Class B share. Under an exchange agreement, these Common Units can be exchanged one-for-one into Class A Common Stock with no stated expiration of exchange rights.

What Incentive Units related to JMKE did Nigel Travis receive?

Nigel Travis was granted 84,954.6 Incentive Units, profit-interest instruments in Jersey Mike’s HoldCo with a $19.6200 participation threshold. 20% are vested, and the remaining 80% vest in four equal annual installments beginning on January 16, 2027.

How do the Common Units and Class B shares affect JMKE Class A stock?

Each Common Unit is paired with one Class B share, which has no economic value but one vote. When a Common Unit is exchanged for one Class A share, the corresponding Class B share is automatically cancelled, simplifying the holder’s equity into voting and economic Class A stock.

Are all JMKE-related securities on this Form 4 owned directly by Nigel Travis?

No. Many securities are held indirectly via a family trust, Jersey Mike's Management Aggregator LLC, and entities for his children. For trust-held securities, he disclaims beneficial ownership except to the extent of his pecuniary interest, as disclosed in the 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^*

TRAVIS NIGEL

(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)

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

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	07/30/2026		A(1)		118	A	(1)	118	I	By Trust(8)
Class B Common Stock	07/30/2026		A(1)		50,300(2)	A	(1)	50,300	I	By Trust(8)
Class A Common Stock	07/31/2026		P(3)		650	A	$23	650	I	By Son
Class A Common Stock	07/31/2026		P(3)		434	A	$23	434	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Jersey Mike's HoldCo, LLC	(4)	07/30/2026		A(1)		50,300		(4)	(4)	Class A Common Stock	50,300	(1)	50,300	I	By Trust(4)(8)
Incentive Units of Jersey Mike's HoldCo, LLC	$19.62(5)(6)	07/30/2026		A(1)		84,954.6		(5)(6)(7)	(5)(6)(7)	Class A Common Stock	84,954.6	(1)	84,954.6	I	See 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. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on January 16, 2027.

8. These securities are held by a trust for the benefit of Reporting Person's family, of which, Reporting Person's spouse has the right to remove and replace the trustee. The Reporting Person disclaims beneficial ownership of the securities held by such trust, except to the extent of his pecuniary interest therein.

	/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)