GSHD insider filing: Trust holds 9,788 Class B shares and convertible LLC units

Rhea-AI Filing Summary

Alexandra Nicole Rogers Trust reports direct ownership of 9,788 shares of Class B common stock of Goosehead Insurance, Inc. (GSHD) and ownership of LLC units in Goosehead Financial, LLC that are convertible one-for-one into Class A common stock. The reporting person disclaims beneficial ownership except for its pecuniary interest. The filing also notes a Voting Agreement that may group this holder with others who collectively own more than 10% of Class A shares.

Positive

• Clear disclosure of direct ownership of 9,788 Class B shares
• Convertible economic interest via LLC units exchangeable one-for-one into Class A shares
• Transparency on group voting through the Voting Agreement indicating aggregated ownership above 10%

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Disclosure shows a director-affiliated trust with convertible units and membership in a controlling voting group.

The Form 3 discloses direct holdings of 9,788 Class B shares and LLC units convertible into Class A shares on a one-for-one basis. Importantly, the trustee is party to a Voting Agreement that may cause aggregation with multiple related parties, which the filing states collectively own over 10% of Class A stock. This is a standard initial Section 16 disclosure that clarifies insider status and potential voting influence but does not by itself change control.

Securities Analyst

TL;DR Initial beneficial-ownership filing documents modest direct holdings and convertible economic interest, plus group voting alignment.

The reporting person holds 9,788 shares of Class B stock directly and LLC units convertible into Class A on a one-for-one basis, with the units carrying no expiration. The filing includes a disclaimer limiting beneficial ownership to pecuniary interest. The Voting Agreement disclosure is material for ownership aggregation and investor transparency but represents a disclosure of position rather than an operational or financial change.

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^*

Alexandra Nicole Rogers 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	9,788	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	9,788	$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, 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 Alexandra Nicole Rogers 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 does the Form 3 for GSHD filed by Alexandra Nicole Rogers Trust disclose?

It discloses direct ownership of 9,788 Class B shares and LLC units that are convertible one-for-one into Class A common stock, plus membership in a Voting Agreement.

Does the reporting person claim full beneficial ownership of the shares?

No; the filing states the reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

Do the LLC units held by the trust expire or have conversion limits?

The filing states the LLC units do not expire and are convertible into Class A common stock on a one-for-one basis.

Does the Voting Agreement affect ownership percentages for GSHD?

Yes; the filing says the Voting Agreement groups the reporting person with others who together beneficially own more than 10% of Class A shares.

Is this Form 3 an initial disclosure or an amendment for GSHD?

The document is an initial Form 3 reporting the reporting person's beneficial ownership position.