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Jersey Mike's Subs Inc. (JMKE) reported that David N. Kestnbaum, an employee of Blackstone Inc. or one of its affiliates, has become a member of its board of directors. This Form 3 does not report any holdings or transactions in Jersey Mike's securities by him.
The filing states that Kestnbaum disclaims beneficial ownership of any Jersey Mike's securities that may be deemed to be beneficially owned by Blackstone affiliates. It also notes a Power of Attorney authorizing the filing on his behalf.
Jersey Mike's Subs Inc. (JMKE) reported an initial ownership statement for officer Andrew G. Skehan, who serves as President, International and Global Development Officer. This Form 3 does not list any equity transactions or report any specific share holdings for him. A Power of Attorney is filed as an exhibit.
Jersey Mike's Subs Inc. (JMKE) reported that Matthew S. Bromberg is an insider, serving as a director. This initial ownership report does not list any specific equity holdings or transactions. The filing also notes an attached Power of Attorney authorizing certain SEC-related actions on his behalf.
Jersey Mike's Subs Inc. (JMKE) reports that Chief Accounting Officer James J. Whalen holds an indirect equity incentive position through Jersey Mike's Management Aggregator LLC. The holding consists of Incentive Units of Jersey Mike's HoldCo, LLC, which are profit-interest awards economically similar to stock appreciation rights.
These Incentive Units are tied to 55,881.2000 underlying shares of Class A common stock, with an exercise/conversion price reference of $27.8600 per underlying share. Vested Incentive Units can convert into Common Units of HoldCo, which are then exchangeable on a one-for-one basis into Class A common stock under an exchange agreement dated July 29, 2026. The Incentive Units have no expiration date and vest in five equal annual installments beginning on April 6, 2027.
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.
Jersey Mike's Subs Inc. (JMKE) reported initial insider holdings for director Peter Cancro. He indirectly holds 29,619,456 Common Units of Jersey Mike's HoldCo, LLC (and related 29,619,456 shares of Class B Common Stock) and additional positions through trusts totaling 655,288 Common Units and 655,288 shares of Class B Common Stock. Related Class A Common Stock is also held indirectly, including 70,516 shares via Original 56ers, Inc. and 1,556 shares via trusts. Class B shares carry one vote per share but no economic value, and each Common Unit is exchangeable on a one-for-one basis into Class A Common Stock under an exchange agreement whose rights do not expire.
Jersey Mike's Subs Inc. (JMKE) reported the initial holdings of director and Chairman Travis Nigel. Indirectly through a family trust and Jersey Mike's Management Aggregator LLC, he is associated with 50,300 Common Units of Jersey Mike's HoldCo, LLC (exchangeable one-for-one into Class A Common Stock), 84,954.6 Incentive Units with a $19.62 participation threshold, 50,300 shares of Class B Common Stock that carry voting rights but no economic value, and 118 shares of Class A Common Stock held by a trust. The filing states he disclaims beneficial ownership of trust-held securities except to the extent of his pecuniary interest and notes that 20% of the Incentive Units have vested, with the remaining 80% vesting in four equal annual installments beginning January 16, 2027.
Jersey Mike's Subs Inc. (symbol JMKE) reported that Rinker Devon, an employee of Blackstone Inc. or one of its affiliates, is a member of the company’s board of directors. This Form 3 does not list any specific securities holdings or transactions and states that the director disclaims beneficial ownership of any issuer securities that may be deemed owned by Blackstone affiliates.
Jersey Mike's Subs Inc. (JMKE) discloses the initial equity holdings of its Chief Financial Officer, Michele Allen. She has indirect interests in 18,675 Common Units of Jersey Mike's HoldCo, LLC and 272,135.8 Incentive Units, each ultimately referencing Class A Common Stock under an Exchange Agreement. The Incentive Units have a $25.70 per-unit participation threshold, are structured as profit interests similar to stock appreciation rights, and vest in five equal annual installments beginning December 2, 2026. She also holds directly 43 shares of Class A Common Stock and 18,675 shares of Class B Common Stock, with Class B carrying voting rights but no economic value and canceling upon exchange of the corresponding Common Units for Class A shares.
Jersey Mike's Subs Inc. (JMKE) reported the initial equity holdings of CEO and director Morrison Charles R. He holds 118 shares of Class A Common Stock directly and 50,300 shares of Class B Common Stock directly, each Class B share having one vote but no economic value.
Indirectly through Jersey Mike's Management Aggregator LLC, he is associated with Common Units of Jersey Mike's HoldCo, LLC exchangeable one-for-one into 50,300 shares of Class A Common Stock with exchange rights that do not expire. He also holds Incentive Units representing up to 1,469,533.7 underlying Class A shares at a participation threshold of $19.62 per unit; 20% of these Incentive Units are vested, and the remaining 80% vest in four equal annual installments beginning on April 28, 2027.