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.
Director Resignation
On February 13, 2026, Bjarne Borg resigned from his position as a member of the Board of Directors (the “Board”) of JFB Construction Holdings (the “Company”) and from all committees of the Board, effective immediately. Mr. Borg’s resignation was not because of any disagreement with management or the Board on any matter relating to the Company’s operations, policies or practices.
The Company thanks Mr. Borg for his service and contributions to the Company.
Director Appointment
On February 13, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Stefan Passantino to serve as a member of the Board, effective immediately. The Board also appointed Mr. Passantino to serve on the following committees of the Board: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. In addition, Mr. Passantino will serve as the Chairman of the Compensation Committee.
The Board affirmatively determined that Mr. Passantino is an independent director within the meaning of the Nasdaq listing standards.
The Board believes that Mr. Passantino’s scholarship and experience make him ideally qualified to help lead the Company towards continued growth and success.
Family Relationships
Mr. Passantino does not have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Passantino reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
As compensation for his services as a member of the Board, Audit Committee and Nominating and Corporate Governance Committee, Mr. Passantino shall receive compensation in the form of equity, on the same terms as other independent members of the Board.
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: February 17, 2026 | By: | /s/ Joseph F. Basile, III |
| Joseph F. Basile, III | ||
| Chief Executive Officer | ||