JFB Construction Holdings filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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.
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 (the “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; (ii) 100,000 shares to Ruben Calderon, Chief Financial Officer; (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. The Shares were valued at $20.55 per share. The Shares will be allocated pursuant to the terms of the Plan and are registered under the Securities Act of 1933 (the “Act”) in a registration statement on Form S-8.
On January 16, 2026, the Board approved the issuance of an aggregate of 1,000,000 options (the “Options”) to Joseph F. Basile III, Chairman and Chief Executive Officer of the Company, 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”).
The Options will vest as follows: (i) 250,000 shares six months after the date of grant, (ii) 250,000 shares twelve months after the date of grant, (iii) 250,000 shares 18 months after the date of grant, and (iv) 250,000 shares 24 months after the date of grant. The Options shall also fully vest upon the occurrence of a change of control.
The Options will expire at the earlier of (i) the close of business at Company headquarters on the day before the ten year anniversary of the date of grant; or (ii) termination of service.
The foregoing description of the Option Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Option Agreement by and between the Company and Joseph Basile, dated January 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 23, 2026 | By: | /s/ Joseph F. Basile, III |
| Joseph F. Basile, III | ||
| Chief Executive Officer | ||