JFB Construction Holdings 8-K

What Happened

• On January 16, 2026, JFB Construction Holdings announced it issued an aggregate of 468,000 shares of common stock under its 2024 Equity Incentive Plan for services provided during the 2025 fiscal year. Recipients include Joseph F. Basile III (Chairman & CEO) — 300,000 shares; Ruben Calderon (CFO) — 100,000 shares; Bill Dyer (COO) — 3,500 shares; six other directors — 10,000 shares each (60,000 total); and 4,500 shares to five additional employees. The shares were valued at $20.55 per share and are registered on Form S-8.
• The Board also approved on January 16, 2026 the grant of 1,000,000 stock options to Joseph F. Basile III. The options have an exercise price at least equal to the fair market value on the grant date and vest in four equal tranches of 250,000 shares at 6, 12, 18 and 24 months after grant. The options fully vest upon a change of control and expire upon the earlier of the day before the 10-year anniversary of grant or termination of service. The option agreement is filed as an exhibit.

Key Details

• 468,000 shares issued in aggregate; valuation used: $20.55 per share.
• Share recipients: 300,000 to CEO Joseph F. Basile III; 100,000 to CFO Ruben Calderon; 3,500 to COO Bill Dyer; 60,000 to six other directors (10,000 each); 4,500 to five employees.
• 1,000,000 options granted to the CEO; vesting: 250k at 6, 12, 18, and 24 months; full vesting on change of control; expire earlier of ~10 years or termination.
• Shares issued under the 2024 Equity Incentive Plan and registered on a Form S-8.

Why It Matters

• These grants increase the company’s outstanding common stock by 468,000 shares and create up to 1,000,000 potential additional shares if CEO options are exercised, which can dilute existing shareholders when exercised.
• The equity awards align senior management and directors with shareholder interests by tying compensation to company stock performance and include change-of-control protections for the CEO’s options.
• Investors should note the timing, size and vesting schedule of these awards when assessing executive incentives and potential future dilution; the option agreement is included as an exhibit to the filing.