Goosehead Insurance Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$GSHD
Specialty Insurers
Finance
______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________________________________________________________________
FORM 8-K
______________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 26, 2025
______________________________________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
______________________________________________________________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 26, 2025, Goosehead Insurance, Inc. (the “Company”) appointed Mark E. Jones, Jr. as Chief Operating Officer of the Company. Mr. Jones, Jr.’s appointment became effective on August 26, 2025. Mr. Jones, Jr. will remain Chief Financial Officer of the Company.
Mr. Jones, Jr., 33, joined Goosehead in 2016 as its Controller and was promoted to Vice President of Finance in 2020 and Chief Financial Officer in 2022. He was instrumental to Goosehead’s IPO in 2018 and has been responsible for overseeing Goosehead’s financial reporting, financial planning and analysis, treasury, investor relations, enterprise sales and partnerships. Prior to joining Goosehead, Mr. Jones, Jr. worked in Ernst & Young’s Audit practice, primarily focused on financial service companies. He is a graduate of Texas A&M University with a bachelor’s degree in accounting and a master’s degree in finance and is a Certified Public Accountant.
In connection with his appointment as Chief Operating Officer, Mr. Jones, Jr. will receive stock options with respect to 20,000 shares of Class A common stock, granted at a 10% premium over the closing market price of the Company’s Class A common stock on the date of the grant. His compensation will otherwise not be changed.
Mr. Jones, Jr. is the son of Mark E. Jones, the Company’s Executive Chairman and director, and Robyn Jones, the Company’s Vice Chairman and director.
Item 7.01 Regulation FD Disclosure.
On August 28, 2025, the Company issued a press release announcing the appointment of Mr. Mark E. Jones, Jr. as Chief Operating Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
Press Release issued by Goosehead Insurance, Inc. dated August 28, 2025 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 28, 2025
GOOSEHEAD INSURANCE, INC. | ||||||||
By: | /s/ Mark K. Miller | |||||||
Mark K. Miller President and Chief Executive Officer | ||||||||