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Goosehead Insurance (NASDAQ: GSHD) insider converts units, sells 9,588 Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Goosehead Insurance, Inc. reported insider activity involving derivative conversions and open-market sales of Class A Common Stock. A reporting person converted 9,588 LLC Units in Goosehead Financial, LLC into 9,588 shares of Class A Common Stock at a stated conversion price of $0.00 per unit.

The filing then shows sales of 9,588 Class A shares in two transactions: 3,122 shares at a weighted average price of $41.28 and 6,466 shares at a weighted average price of $40.51, with trade prices ranging from $40.00 to $41.80. Following these sales, this block of Class A shares was reduced to zero.

Despite these transactions, the reporting structure continues to show substantial interests through Class B Common Stock and LLC Units that are convertible into Class A shares, including indirect holdings of 1,766,355 underlying Class A shares and direct derivative positions over additional hundreds of thousands of underlying shares.

Positive

  • None.

Negative

  • None.
Insider Mark & Robyn Jones Descendants Trust 2014, Jones Mark Evan, Jones Robyn Mary Elizabeth
Role null | Executive Chairman | null
Sold 9,588 shs ($391K)
Type Security Shares Price Value
Conversion LLC Units in Goosehead Financial, LLC 9,588 $0.00 --
Conversion Class B Common Stock 9,588 $0.00 --
Conversion Class A Common Stock 9,588 $0.00 --
Sale Class A Common Stock 6,466 $40.51 $262K
Sale Class A Common Stock 3,122 $41.28 $129K
holding LLC Units in Goosehead Financial, LLC -- -- --
holding LLC Units in Goosehead Financial, LLC -- -- --
holding LLC Units in Goosehead Financial, LLC -- -- --
holding Class A Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: LLC Units in Goosehead Financial, LLC — 6,995,180 shares (Direct, null); Class B Common Stock — 6,995,180 shares (Direct, null); Class A Common Stock — 9,588 shares (Direct, null); LLC Units in Goosehead Financial, LLC — 1,766,355 shares (Indirect, By Trust); Class B Common Stock — 1,766,355 shares (Indirect, By Trust)
Footnotes (1)
  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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.97, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.80, 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. 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. 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. 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. 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.
Class A shares sold (total) 9,588 shares Open-market sales on 2026-05-27
First sale tranche 3,122 shares at $41.28 Weighted average price; trades $41.00–$41.80
Second sale tranche 6,466 shares at $40.51 Weighted average price; trades $40.00–$40.97
Shares converted 9,588 LLC Units into 9,588 Class A shares Derivative conversion at $0.00 per unit
Indirect LLC Units underlying 1,766,355 underlying Class A shares Indirect derivative position after transaction
Direct LLC Units underlying (block 1) 132,349 underlying Class A shares Direct derivative position after transaction
Direct LLC Units underlying (block 2) 182,349 underlying Class A shares Direct derivative position after transaction
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
LLC Units financial
"LLC Units in Goosehead Financial, LLC with underlying Class A Common Stock."
LLC units are ownership stakes in a limited liability company, similar to shares in a corporation; each unit represents a portion of the company’s profits, losses and often voting power. For investors, LLC units matter because they determine how much money and control someone gets, how easily an interest can be sold, and how income is taxed and reported — think of owning slices of a pie that also decide how the pie is cut and shared.
Class B Common Stock financial
"Reflects shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
derivative conversion financial
"transaction_action: derivative conversion for LLC Units converting into Class A Common Stock."
indirect ownership financial
"ownership_type: indirect, nature_of_ownership: By Trust, for certain LLC Units and shares."
ten percent owner financial
"Member of 10% owner group for the reporting persons."
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 TEXAS 76262

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc. [ GSHD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)XOther (specify below)
Member of 10% owner group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class B Common Stock05/27/2026C9,588D$06,995,180D(1)
Class A Common Stock05/27/2026C9,588A$09,588D(1)
Class A Common Stock05/27/2026S6,466D$40.51(2)3,122D(1)
Class A Common Stock05/27/2026S3,122D$41.28(3)0D(1)
Class A Common Stock38,851D(4)
Class B Common Stock182,349D(4)
Class A Common Stock71,565D(5)
Class B Common Stock132,349D(5)
Class B Common Stock1,766,355IBy Trust(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LLC Units in Goosehead Financial, LLC$005/27/2026C9,588 (7) (7)Class A Common Stock9,588$06,995,180D(1)
LLC Units in Goosehead Financial, LLC$0 (7) (7)Class A Common Stock182,349182,349D(4)
LLC Units in Goosehead Financial, LLC$0 (7) (7)Class A Common Stock132,349132,349D(5)
LLC Units in Goosehead Financial, LLC$0 (7) (7)Class A Common Stock1,766,3551,766,355IBy Trust(6)
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 TEXAS 76262

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)XOther (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 TEXAS 76262

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)XOther (specify below)
Executive ChairmanMember 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 TEXAS 76262

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)XOther (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 $40.00 to $40.97, 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.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.80, 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. 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.
5. 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.
6. 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.
7. 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/ Martin Thornthwaite, as Attorney-in-Fact for Mark & Robyn Jones Descendants Trust 201405/27/2026
/s/ Martin Thornthwaite, as Attorney-in-Fact for Mark Evan Jones05/27/2026
/s/ Martin Thornthwaite, as Attorney-in-Fact for Robyn Mary Elizabeth Jones05/27/2026
** Signature of Reporting PersonDate
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).
** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions were reported for GSHD in this Form 4?

The Form 4 reports both a conversion and sales. A reporting person converted 9,588 LLC Units into 9,588 Class A shares, then sold 9,588 Class A shares in two open-market transactions on the same date.

How many Goosehead (GSHD) shares were sold and at what prices?

A total of 9,588 Class A shares were sold. The filing shows 3,122 shares at a weighted average price of $41.28 and 6,466 shares at a weighted average price of $40.51, with individual trades between $40.00 and $41.80.

What conversion of Goosehead (GSHD) securities is disclosed in this Form 4?

The filing shows a derivative conversion of 9,588 units. 9,588 LLC Units in Goosehead Financial, LLC, together with corresponding Class B shares, were converted into 9,588 shares of Class A Common Stock at a stated $0.00 conversion price.

Does the reporting structure still hold Goosehead (GSHD) LLC Units after this transaction?

Yes, substantial LLC Unit positions remain. The derivative summary lists indirect LLC Units representing 1,766,355 underlying Class A shares and additional direct LLC Units representing 132,349 and 182,349 underlying Class A shares, which may be converted into Class A stock.

How did these transactions affect direct Class A holdings in GSHD?

The reported sales fully offset the 9,588 converted Class A shares. After the two open-market sales totaling 9,588 Class A shares, the total shown for that specific Class A block is 0 shares, while other derivative and equity interests remain.

What types of Goosehead (GSHD) securities are mentioned in this Form 4?

The filing references multiple security classes. It lists Class A Common Stock, Class B Common Stock, and LLC Units in Goosehead Financial, LLC, with LLC Units and paired Class B shares being convertible into Class A Common Stock according to the footnotes.