JFB Construction (JFB) awards 468k shares and 1M options to leadership

Rhea-AI Filing Summary

JFB Construction Holdings reported new equity awards for leadership and employees tied to 2025 performance. On January 16, 2026, the company issued 468,000 shares of common stock under its 2024 Equity Incentive Plan, including 300,000 shares to Chairman and CEO Joseph F. Basile III, 100,000 shares to the Chief Financial Officer, 3,500 shares to the Chief Operating Officer, 60,000 shares to six other directors, and 4,500 shares to additional employees. The shares were valued at $20.55 per share and are registered on Form S-8.

On the same date, the board approved 1,000,000 stock options for CEO Joseph F. Basile III, with an exercise price at least equal to the fair market value on the grant date. The options vest in four equal tranches of 250,000 shares at 6, 12, 18 and 24 months, fully vest upon a change of control, and expire no later than ten years from grant or upon earlier termination of service.

Insights

Equity compensation and governance analyst

JFB grants significant stock and options to align CEO and leadership with shareholders over a multi‑year period.

JFB Construction Holdings granted 468,000 shares of common stock for services in the 2025 fiscal year, heavily weighted toward CEO Joseph F. Basile III with 300,000 shares and additional awards for other executives, directors, and employees. The shares were valued at $20.55 per share and issued under the 2024 Equity Incentive Plan, indicating a focus on equity-based compensation.

The board also approved 1,000,000 stock options for the CEO, with an exercise price at least equal to fair market value on the grant date. Vesting occurs in four equal tranches over 24 months, with full vesting upon a change of control and a term of up to ten years, subject to continued service. This structure ties a large portion of potential CEO upside to the company’s share performance and tenure, while the change-of-control vesting introduces a clear incentive feature if strategic transactions occur.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 16, 2026

JFB CONSTRUCTION HOLDINGS

(Exact name of registrant as specified in its charter)

Nevada		001-42538		99-2549040
(State or other jurisdiction		(Commission		(I. R. S. Employer
of incorporation)		File Number)		Identification No.)

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

(Address of principal executive offices, including zip code)

561-582-9840

(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:

☐	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications 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
Class A Common Stock, $0.0001 par value		JFB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 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

FAQ

What executive and director share grants did JFB (JFB) approve on January 16, 2026?

On January 16, 2026, JFB Construction Holdings issued an aggregate of 468,000 shares of common stock for 2025 services. Awards included 300,000 shares to the Chairman and CEO, 100,000 shares to the Chief Financial Officer, 3,500 shares to the Chief Operating Officer, 10,000 shares each to six other directors (60,000 total), and 4,500 shares to five additional employees.

At what value were the JFB (JFB) equity awards for 2025 services recorded?

The 468,000 shares of common stock issued for 2025 services by JFB Construction Holdings were valued at $20.55 per share, and were granted under the company’s 2024 Equity Incentive Plan.

What are the key terms of the 1,000,000 stock options granted to JFB s CEO?

JFB Construction Holdings granted its CEO 1,000,000 stock options to purchase common shares at an exercise price at least equal to the fair market value on the grant date. The options vest in four tranches of 250,000 shares at 6, 12, 18 and 24 months after grant, fully vest upon a change of control, and expire at the earlier of ten years from grant or termination of service.

Under which plan and registration statement were the JFB (JFB) share grants made?

The 468,000 shares issued for 2025 services were granted under the JFB Construction Holdings 2024 Equity Incentive Plan and are registered under the Securities Act of 1933 on a registration statement on Form S-8.

Does the JFB (JFB) CEO option grant have change-of-control protection?

Yes. The 1,000,000 options granted to the CEO by JFB Construction Holdings will fully vest upon a change of control, according to the option agreement referenced in the filing.

Where can investors find the full terms of the JFB (JFB) CEO option agreement?

The complete terms of the CEO’s Option Agreement are provided in Exhibit 10.1 to the report, identified as the Option Agreement between the company and Joseph Basile dated January 16, 2026.