GSHD trustees convert LLC units and sell 108,320 Class A shares at ~$86–$90

Rhea-AI Filing Summary

Goosehead Insurance insiders sold and converted LLC units into publicly tradable Class A shares on August 12-13, 2025. The Mark & Robyn Jones Descendants Trust and trustees Mark Evan Jones and Robyn Mary Elizabeth Jones converted 48,320 and 60,000 LLC units (each convertible into one Class A share) and then sold a combined 108,320 Class A shares in multiple transactions at weighted-average prices reported in footnotes, with execution prices spanning roughly $86.00 to $90.27. The filings show the trust and the individual trustees retain substantial indirect holdings via Class B shares and LLC units.

Positive

• Clear disclosure of conversions and sales with footnotes detailing price ranges and execution structure
• Trustees and trust retain substantial indirect holdings through Class B shares and LLC units, showing continued ownership interest

Negative

• Material disposition of 108,320 Class A shares sold on August 12-13, 2025, which increases available float
• Sales executed at prices across a broad range (~$86.00 to $90.27), indicating multiple tranches rather than a single block sale

Insights

Financial Analyst

TL;DR: Trustees converted 108,320 LLC units to Class A and sold them at ~$86–$90, signaling monetization of vested, convertible holdings.

The Form 4 discloses two conversion events (48,320 and 60,000 LLC units) and subsequent sales totaling 108,320 Class A shares executed on August 12-13, 2025. Sales occurred in multiple tranches at weighted-average prices within ranges documented in the footnotes. These transactions increased the float by converting LLC units to Class A and realized proceeds for the selling trust/trustees. The filings also show remaining indirect holdings in Class B shares and LLC units, indicating continuing ownership influence.

Corporate Governance Expert

TL;DR: Insider conversions and sales were disclosed and signed by attorney-in-fact; transactions appear routine but notable for scale.

The Form 4 is properly executed by an attorney-in-fact and includes detailed footnotes disclosing price ranges and the trust/ trustee relationships. The combined sale of 108,320 shares is material in size relative to a single insider event but is documented as conversions of LLC units followed by sales. The filing clarifies direct and indirect ownership and preserves transparency about beneficiary relationships and conversion mechanics.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mark & Robyn Jones Descendants Trust 2014

(Last) (First) (Middle)

C/O GOOSEHEAD INSURANCE, INC.

1500 SOLANA BLVD., BLDG 4, STE 4500

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	08/12/2025		C		48,320	D	$0	7,296,363	D(1)
Class A Common Stock	08/12/2025		C		48,320	A	$0	48,320	D(1)
Class A Common Stock	08/12/2025		S		17,302	D	$86.47(2)	31,018	D(1)
Class A Common Stock	08/12/2025		S		29,903	D	$87.45(3)	1,115	D(1)
Class A Common Stock	08/12/2025		S		1,115	D	$88.06(4)	0	D(1)
Class B Common Stock	08/13/2025		C		60,000	D	$0	7,236,363	D(1)
Class A Common Stock	08/13/2025		C		60,000	A	$0	60,000	D(1)
Class A Common Stock	08/13/2025		S		19,896	D	$86.44(5)	40,104	D(1)
Class A Common Stock	08/13/2025		S		4,445	D	$87.36(6)	35,659	D(1)
Class A Common Stock	08/13/2025		S		9,565	D	$88.65(7)	26,094	D(1)
Class A Common Stock	08/13/2025		S		21,919	D	$89.48(8)	4,175	D(1)
Class A Common Stock	08/13/2025		S		4,175	D	$90.09(9)	0	D(1)
Class A Common Stock								38,851	D(10)
Class B Common Stock								182,349	D(10)
Class A Common Stock								71,565	D(11)
Class B Common Stock								132,349	D(11)
Class B Common Stock								1,766,355	I	By Trust(12)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units in Goosehead Financial, LLC	$0	08/12/2025		C			48,320	(13)	(13)	Class A Common Stock	48,320	$0	7,296,363	D(1)
LLC Units in Goosehead Financial, LLC	$0	08/13/2025		C			60,000	(13)	(13)	Class A Common Stock	60,000	$0	7,236,363	D(1)
LLC Units in Goosehead Financial, LLC	$0							(13)	(13)	Class A Common Stock	182,349		182,349	D(10)
LLC Units in Goosehead Financial, LLC	$0							(13)	(13)	Class A Common Stock	132,349		132,349	D(11)
LLC Units in Goosehead Financial, LLC	$0							(13)	(13)	Class A Common Stock	1,766,355		1,766,355	I	By Trust(12)

1. Name and Address of Reporting Person^*

Mark & Robyn Jones Descendants Trust 2014

(Last) (First) (Middle)

C/O GOOSEHEAD INSURANCE, INC.

1500 SOLANA BLVD., BLDG 4, STE 4500

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Jones Mark Evan

(Last) (First) (Middle)

C/O GOOSEHEAD INSURANCE, INC.

1500 SOLANA BLVD., BLDG 4, STE 4500

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Jones Robyn Mary Elizabeth

(Last) (First) (Middle)

C/O GOOSEHEAD INSURANCE, INC.

1500 SOLANA BLVD., BLDG 4, STE 4500

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held (a) directly by the Mark & Robyn Jones Descendants Trust 2014 and (b) indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of the Mark & Robyn Jones Descendants Trust 2014 and whose immediate family members are beneficiaries of the Mark & Robyn Jones Descendants Trust 2014.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.02 to $87.01, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.02 to $88.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.02 to $88.10, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.00 to $86.99, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.00 to $87.97, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.00 to $88.99, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.00 to $89.99, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.27, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

10. Reflects shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held directly by Mark Evan Jones, and does not reflect shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held by his spouse, Robyn Mary Elizabeth Jones, who is independently a reporting person of the issuer.

11. Reflects shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held directly by Robyn Mary Elizabeth Jones, and does not reflect shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held by her spouse, Mark Evan Jones, who is independently a reporting person of the issuer.

12. Reflects shares of Class B Common Stock or LLC Units, as applicable, held indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of various trusts and whose immediate family members are beneficiaries of such trusts.

13. 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:

	/s/ John O'Connor, as Attorney-in-Fact for Mark Evan Jones	08/14/2025
	/s/ John O'Connor, as Attorney-in-Fact for Robyn Mary Elizabeth Jones	08/14/2025
	/s/ John O'Connor, as Attorney-in-Fact for Mark & Robyn Jones Descendants Trust 2014	08/14/2025
	** 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 4 (b)(v).
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FAQ

What transactions did Goosehead (GSHD) insiders report on Aug 12-13, 2025?

The filing reports conversions of 48,320 and 60,000 LLC units into Class A shares and subsequent sales totaling 108,320 Class A shares executed on August 12-13, 2025.

At what prices were the GSHD shares sold by the trust and trustees?

Sales occurred in multiple transactions with weighted-average prices; the footnotes report execution price ranges approximately between $86.00 and $90.27.

Who are the reporting persons on this Form 4 for GSHD?

The reporting persons are the Mark & Robyn Jones Descendants Trust 2014 and trustees Mark Evan Jones and Robyn Mary Elizabeth Jones, with filings signed by John O'Connor as attorney-in-fact.

Did the insiders retain any ownership after these transactions?

Yes. The filing discloses continued direct and indirect holdings via Class B Common Stock and LLC Units; specific indirect holdings (e.g., 1,766,355 LLC units by trust) are reported in the filing.

Were the transactions conversions or purchases from the company?

They were conversions of LLC Units into Class A Common Stock followed by sales; the conversions are listed as Code C (conversion) and the sales as Code S (sale).