Goosehead (GSHD) Form 3 Shows Voting Agreement, Possible >10% Group Stake

Rhea-AI Filing Summary

Goosehead Insurance, Inc. (GSHD) Form 3 shows the Benjamin Douglas Jones Trust beneficially owns 9,788 shares of Class B common stock directly and holds LLC units convertible into 9,788 shares of Class A common stock. The reporting person disclaims beneficial ownership except for pecuniary interest. The filer notes a Voting Agreement dated February 24, 2021 that may make the trust part of a group that collectively owns more than 10% of Class A shares.

Positive

• Full disclosure of direct holdings (9,788 Class B shares) and convertible LLC units
• Voting Agreement disclosure makes potential group ownership (>10% of Class A) transparent to investors

Negative

• None.

Insights

Corporate Governance Expert

TL;DR The filing documents a small direct holding and a conversion-linked economic interest, while flagging group control via a Voting Agreement.

The Form 3 accurately discloses the trust's positions: 9,788 Class B shares held directly and LLC units convertible into 9,788 Class A shares. The filing's explicit Voting Agreement disclosure is important for governance transparency because it notifies the market that the reporting person may be part of a group holding over 10% of Class A shares, which can affect voting blocs and shareholder coordination. The disclaimer of beneficial ownership except for pecuniary interest is a routine legal clarification.

Securities Analyst

TL;DR This is a routine Section 16 initial filing showing modest personal holdings but potential group influence above the 10% threshold.

The numeric details are straightforward: 9,788 Class B shares and convertable LLC units equivalent to 9,788 Class A shares, with no derivative expiration dates. The statement that the group “beneficially owns, in the aggregate, more than 10%” is the most material market point, as it signals potential collective influence despite the individual trust's relatively small share count. No transactions, option grants, or additional economic terms are included in this filing.

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^*

Benjamin Douglas 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	9,788	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, Alexandra Nicole Rogers Trust, Brendan Scot Jones Trust, Emily Marie Jones Trust, and Joshua Thomas Jones Trust.

	/s/ John O'Connor, as Attorney-in-Fact for Benjamin Douglas 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 does the Benjamin Douglas Jones Trust report on Form 3 for GSHD?

The trust reports 9,788 shares of Class B common stock held directly and LLC units convertible into 9,788 Class A shares.

Does this Form 3 indicate control of more than 10% of GSHD common stock?

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

Are the LLC units subject to expiration or exercisable dates?

No expiration is indicated; the filing states the LLC units do not expire and are convertible at any time into Class A shares.

Did the reporting person disclaim beneficial ownership?

Yes, the filing includes a statement that the reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

When was the Form 3 signed and filed?

The form is signed by an attorney-in-fact on 08/26/2025 and reports the event date of 08/22/2025.