JFB Construction Holdings 8-K

What Happened
JFB Construction Holdings (filed 8-K on January 26, 2026) announced that the Board determined certain equity awards granted on January 16, 2026 were issued in error and have been cancelled. The Company will receive back 400,000 shares of common stock that had been issued to CEO Joseph F. Basile III (300,000 shares) and CFO Ruben Calderon (100,000 shares). The Board also determined that a previously approved option agreement granting 1,000,000 options to CEO Basile has been rescinded; no options have vested or been issued.

Key Details

• Shares originally issued on January 16, 2026 under the JFB Construction Holdings 2024 Equity Incentive Plan totaled 468,000: 300,000 to CEO Joseph F. Basile III; 100,000 to CFO Ruben Calderon; 3,500 to COO Bill Dyer; 10,000 each to six independent directors (60,000 total); and 4,500 to five other employees.
• On January 26, 2026 the Board determined the Basile and Calderon grants (400,000 shares) were erroneous; those shares will be cancelled and returned to the Company.
• The January 16 grant also included a 1,000,000-option award to CEO Basile; the Option Agreement has been cancelled and no options have vested or been issued as of the filing date.
• Cancellations were agreed by the affected recipients and approved by the Board/Compensation Committee.

Why It Matters
This filing corrects previously announced equity awards and reduces the net number of shares remaining outstanding from the earlier January 16 disclosure by 400,000 shares. The rescission of the CEO option award means no dilution from those 1,000,000 options has occurred to date. Investors should note these corrections when assessing recent changes to share count and potential future dilution tied to executive equity grants.