Goosehead (GSHD) Form 3 — Trust Files Initial Ownership of Convertible Units

Rhea-AI Filing Summary

Joshua Thomas Jones Trust filed a Form 3 reporting initial ownership in Goosehead Insurance, Inc. (GSHD). The trust directly holds 9,787 shares of Class B common stock and 9,787 LLC units in Goosehead Financial, LLC that are each convertible into one share of Class A common stock at any time. The filing disclaims broader beneficial ownership except for pecuniary interest and notes the trust may be part of a Voting Agreement group that collectively owns more than 10% of Class A shares.

Positive

• Transparent initial disclosure of direct holdings (9,787 Class B shares and convertible LLC units)
• Convertible units are one-for-one into Class A common stock with no expiration, offering clear conversion mechanics

Negative

• Potential group ownership exceeding 10% of Class A shares per the Voting Agreement, which may concentrate voting power

Insights

Corporate Governance Expert

TL;DR: Initial insider disclosure shows modest direct holdings and possible inclusion in a >10% voting group, relevant for control dynamics.

The Form 3 reports a direct position of 9,787 Class B shares and matching convertible LLC units, giving potential exposure to Class A common stock. The filing's disclaimer limits broader beneficial claims to pecuniary interest, but the Voting Agreement disclosure indicates the reporting person may be part of an affiliated group that in aggregate holds over 10% of Class A voting power. This is a routine initial disclosure but important for ownership concentration and voting control considerations.

Securities Analyst

TL;DR: Transaction is an initial ownership disclosure with no derivative expirations and straightforward convertible unit mechanics.

The report identifies non-derivative holdings only: Class B common stock and LLC units convertible one-for-one into Class A common stock with no expiration. No options, warrants, or exercisable derivatives are reported. The information is factual and limited in scope, providing clarity on share class exposure without signaling material change to capitalization or immediate dilution.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Joshua Thomas Jones Trust

(Last) (First) (Middle)

C/O GOOSEHEAD INSURANCE, INC.

1500 SOLANA BLVD., BLDG 4, STE 4500

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2025

3. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc. [ GSHD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	9,787	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units in Goosehead Financial, LLC	(2)	(2)	Class A Common Stock	9,787	$0	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in them.

2. Each LLC Unit, together with a share of Class B Common Stock, may be converted by the holder into one share of Class A Common Stock at any time. The LLC Units do not expire.

Remarks:

By virtue of being party to a Voting Agreement, dated February 24, 2021 (the "Voting Agreement"), the reporting person on this Form 3 may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the securities reported herein with the other parties who continue to be bound by the Voting Agreement, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of Class A Common Stock. Together with the reporting person on this Form 3, the parties to the Voting Agreement are Mark E. Jones, Robyn Jones, P. Ryan Langston, Mark Jones Jr., CP Descendants' Trust, The Jones 2020 Irrevocable Trust, The Lanni Romney Spousal Lifetime Access Trust, The Lindy Langston Spousal Lifetime Access Trust, Nathan Romney, The Nathan Romney 2021 Family Trust, The Ryan Langston 2021 Family Trust, SLJ Dynasty Trust, Chick & The Bear Irrevocable Trust, SLJ 2023 Grantor Retained Annuity Trust, Alexandra Nicole Rogers Trust, Benjamin Douglas Jones Trust, Brendan Scot Jones Trust, and Emily Marie Jones Trust.

	/s/ John O'Connor, as Attorney-in-Fact for Joshua Thomas Jones Trust	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the Form 3 filed for GSHD report?

The Form 3 reports the Joshua Thomas Jones Trust directly holds 9,787 Class B shares and 9,787 LLC units convertible one-for-one into Class A common stock.

Are the LLC units convertible and do they expire?

Yes; each LLC unit may be converted into one share of Class A common stock at any time and the filing states the LLC units do not expire.

Does the Trust claim beneficial ownership beyond pecuniary interest?

No; the reporting person disclaims beneficial ownership except to the extent of its pecuniary interest in the securities reported.

Is there any group or voting agreement disclosed?

Yes; the filing notes a Voting Agreement dated February 24, 2021 and states the reporting person may be part of a group that collectively owns more than 10% of Class A common stock.