JFB Construction Holdings filed SEC Form 8-K: Leadership Update
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on January 16, 2026, JFB Construction Holdings (the “Company”), upon recommendation of the Compensation Committee and approval of the board of directors (the “Board”), issued an aggregate of 468,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) to certain officers, independent directors and employees of the Company for services provided during the 2025 fiscal year, pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan (the “Plan”), as follows: (i) 300,000 shares to Joseph F. Basile III, Chairman and Chief Executive Officer (the “Basile Shares”); (ii) 100,000 shares to Ruben Calderon, Chief Financial Officer (the “Calderon Shares”); (iii) 3,500 to Bill Dyer, Chief Operating Officer; (iv) 10,000 each to the other six Directors (60,000 total); and (v) the remaining 4,500 to five additional employees. On January 26, 2026, the Board determined that the Basile Shares and the Calderon Shares were erroneously issued and such shareholders have agreed to the cancellation of such shares, which will result in the return of 400,000 shares of Common Stock to the Company.
As previously reported, on January 16, 2026, the Board approved the issuance of an aggregate of 1,000,000 options (the “Options”) to Mr. Basile, to purchase shares of the Company’s Common Stock at an exercise price at least equal to the fair market value of one share of the Company’s Common Stock as of date of grant, pursuant to an option agreement (the “Option Agreement”). On January 26, 2026, the Board determined that the Options were erroneously issued and the Company and Mr. Basile have agreed to the cancellation of the Option Agreement. No Options have vested or been issued as of the date hereof.
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.
| JFB CONSTRUCTION HOLDINGS | ||
| Date: January 26, 2026 | By: | /s/ Joseph F. Basile, III |
| Joseph F. Basile, III | ||
| Chief Executive Officer | ||