Goosehead (GSHD) Form 3: Trust Discloses Convertible LLC Units and Group Voting Agreement

Rhea-AI Filing Summary

Brendan Scot Jones Trust filed an initial Form 3 disclosing direct ownership of 9,787 shares of Class B common stock and 9,787 LLC units in Goosehead Financial, LLC, each LLC unit paired with a share of Class B common stock and convertible into one share of Class A common stock. The filing notes the reporter disclaims beneficial ownership except for pecuniary interest and states the reporting person may be part of a voting group that collectively owns more than 10% of Class A common stock.

Positive

• Initial Form 3 filed publicly disclosing ownership positions
• Clear mapping of 9,787 Class B shares and 9,787 LLC units convertible into Class A shares
• Conversion mechanics disclosed: each LLC unit and a Class B share may be converted into one Class A share

Negative

• Potential group affiliation under the Voting Agreement may aggregate to ownership of more than 10% of Class A common stock
• Reporting person disclaims beneficial ownership except for pecuniary interest, which could complicate interpretation of voting/control intent

Insights

Securities Analyst

TL;DR: Initial ownership disclosure shows direct holdings of Class B shares and convertible LLC units; group affiliation may exceed 10% of Class A.

The Form 3 documents a straightforward initial beneficial ownership by the Brendan Scot Jones Trust consisting of 9,787 Class B shares and 9,787 LLC units that convert one-for-one into Class A shares. The trustee disclaims broader beneficial ownership beyond pecuniary interest. Material from an investor-impact perspective is limited but the Voting Agreement disclosure indicates affiliation with a group that collectively holds over 10% of Class A, which is relevant for ownership concentration and potential voting influence.

Corporate Governance Expert

TL;DR: Governance disclosure is clear; Voting Agreement may create a Section 13(d) group with >10% aggregate Class A ownership.

The filing clearly identifies the reporting person, the nature of holdings, conversion mechanics of LLC units into Class A shares, and a Voting Agreement dated February 24, 2021. That Voting Agreement could classify the reporting person as part of a group for disclosure purposes. This is a routine but important governance disclosure for assessing shareholder alignment and voting blocs.

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Brendan Scot 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, Emily Marie Jones Trust, and Joshua Thomas Jones Trust.

	/s/ John O'Connor, as Attorney-in-Fact for Brendan Scot 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Brendan Scot Jones Trust report on Form 3 for GSHD?

The trust reported direct ownership of 9,787 Class B common shares and 9,787 LLC units in Goosehead Financial, LLC, with the LLC units convertible into Class A shares.

Do the LLC units convert into Class A common stock?

Yes. The filing states 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 and the LLC units do not expire.

Does the filing indicate any group ownership?

Yes. The filing states the reporting person may be part of a group under a Voting Agreement that collectively owns more than 10% of outstanding Class A common stock.

Who signed the Form 3 on behalf of the reporting person?

The Form 3 was signed by John O'Connor, as Attorney-in-Fact for Brendan Scot Jones Trust on 08/26/2025.

Does the reporting person claim full beneficial ownership?

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