Goosehead (GSHD) Form 3: Trust Discloses Convertible LLC Units, Potential >10% Group

Rhea-AI Filing Summary

The filing shows an initial Form 3 for SLJ 2025 Grantor Retained Annuity Trust reporting beneficial ownership in Goosehead Insurance, Inc. (GSHD). The trust directly holds 114,777 shares of Class B common stock and corresponding LLC units that convert one-for-one into Class A shares. The filer notes a Voting Agreement that may make it part of a group that collectively beneficially owns more than 10% of Class A common stock.

Positive

• Initial Form 3 filed disclosing ownership transparently
• 114,777 Class B shares and convertible LLC units disclosed with one-for-one conversion into Class A shares

Negative

• Voting Agreement may create a group that beneficially owns >10% of Class A common stock, indicating aggregated influence
• Reporting person disclaims beneficial ownership except to extent of pecuniary interest, which may limit clarity on control intent

Insights

Securities Analyst

TL;DR: Initial insider disclosure: 114,777 Class B shares reported; group affiliation may imply >10% collective ownership.

The Form 3 is a routine initial ownership disclosure by a trust acting through an attorney-in-fact. It reports direct ownership of 114,777 Class B shares and LLC units convertible into Class A shares on a one-for-one basis. The Voting Agreement disclosure is material for ownership aggregation because it states the parties together beneficially own over 10% of Class A stock, which can affect reporting and control considerations among the group.

Corporate Governance Expert

TL;DR: Governance note: Voting Agreement could create a Section 13(d) group with >10% aggregate ownership; important for disclosure and coordination.

The filing appropriately disclaims broader beneficial ownership beyond pecuniary interest while flagging the Voting Agreement dated February 24, 2021. That agreement names multiple related parties and, if still binding, results in aggregated ownership exceeding 10% of Class A shares. This is a governance-relevant disclosure because it signals potential coordinated voting influence among the named parties.

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^*

SLJ 2025 Grantor Retained Annuity 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)
08/28/2025

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	114,777	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	114,777	$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, Alexandra Nicole Rogers Trust, Benjamin Douglas Jones Trust, Brendan Scot Jones Trust, Emily Marie Jones Trust, and Joshua Thomas Jones Trust.

	/s/ John O'Connor, as Attorney-in-Fact for SLJ 2025 Grantor Retained Annuity Trust	09/10/2025
	** 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 disclose?

The Form 3 discloses that SLJ 2025 Grantor Retained Annuity Trust directly holds 114,777 Class B shares and LLC units convertible one-for-one into Class A shares.

Does the filing indicate group ownership for GSHD?

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

Who signed the Form 3 for the reporting trust?

The Form 3 was signed by John O'Connor, as Attorney-in-Fact for SLJ 2025 Grantor Retained Annuity Trust on 09/10/2025.

Are the LLC units time-limited or convertible?

Each LLC unit, together with a share of Class B common stock, may be converted at any time into one share of Class A common stock and the LLC units do not expire.