GSHD Form 4: Trustees convert LLC units, sell 60.7K Class A shares at mid-$80s

Rhea-AI Filing Summary

The Form 4 discloses transactions by the Mark & Robyn Jones Descendants Trust 2014 and trustees Mark Evan Jones and Robyn Mary Elizabeth Jones in Goosehead Insurance, Inc. (GSHD). The filing shows conversions of LLC units into Class A common shares and sales of Class A common stock in multiple transactions. In aggregate, the reporting persons sold 60,715 Class A shares across the reported transactions at prices shown in the filing, with individual weighted-average prices listed at $86.41, $87.17, $87.21 and an isolated lot at $88.15; footnotes report sale price ranges approximately between $86.00 and $87.95.

After the reported transactions the trust and trustees continue to hold material positions: the trust is reported to beneficially own approximately 7.34 million Class B shares and indirectly hold 1,766,355 LLC Units convertible into Class A shares; the individuals also report direct holdings of Class A and Class B shares noted in the filing. Footnotes clarify the LLC Units convert one-for-one into Class A common stock and that trustees hold certain indirect interests for family beneficiaries.

Positive

• Continued substantial ownership: the trust is reported to beneficially hold approximately 7.34 million Class B shares after the transactions.
• Convertible units retained: the trust indirectly holds 1,766,355 LLC Units convertible one-for-one into Class A shares, as disclosed in the filing.

Negative

• Insider sales: reporting persons sold a total of 60,715 Class A shares in the reported transactions.
• Sales executed at mid‑$80s: reported weighted-average prices for sold lots include $86.41, $87.17, $87.21 and one lot at $88.15, indicating liquidity events by insiders.

Insights

Securities Analyst

Insiders converted LLC units and sold 60,715 Class A shares; holdings remain substantial.

The transactions show routine conversion of LLC Units into Class A shares followed by open-market sales totaling 60,715 Class A shares. Reported sale prices cluster in the mid‑$80s with specific weighted averages of $86.41, $87.17, $87.21 and one lot at $88.15. Despite these dispositions, the Mark & Robyn Jones Descendants Trust 2014 still beneficially holds roughly 7.34 million Class B shares and 1,766,355 LLC Units indirectly, indicating continued material ownership. From a securities perspective, the activity appears transactional rather than a full exit.

Corporate Governance Expert

Multiple insiders and the trust executed conversions and sales while maintaining significant retained ownership.

The filing identifies the reporting persons as directors and a 10% owner group, with trustees executing conversions of LLC Units into Class A shares and subsequent sales. Footnotes explicitly state the LLC Units convert one-for-one into Class A common stock and describe the indirect beneficial ownership via family-beneficiary trusts. The continued large Class B and LLC Unit holdings imply sustained control-related stakes; the disclosure is thorough with weighted-average prices and price ranges provided for the reported sales.

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

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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)
08/08/2025

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	08/08/2025		C		14,717	D	$0	7,390,681	D(1)
Class A Common Stock	08/08/2025		C		14,717	A	$0	14,717	D(1)
Class A Common Stock	08/08/2025		S		14,517	D	$87.17(2)	200	D(1)
Class A Common Stock	08/08/2025		S		200	D	$88.15	0	D(1)
Class B Common Stock	08/11/2025		C		45,998	D	$0	7,344,683	D(1)
Class A Common Stock	08/11/2025		C		45,998	A	$0	45,998	D(1)
Class A Common Stock	08/11/2025		S		44,104	D	$86.41(3)	1,894	D(1)
Class A Common Stock	08/11/2025		S		1,894	D	$87.21(4)	0	D(1)
Class A Common Stock								38,851	D(5)
Class B Common Stock								182,349	D(5)
Class A Common Stock								71,565	D(6)
Class B Common Stock								132,349	D(6)
Class B Common Stock								1,766,355	I	By Trust(7)

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	08/08/2025		C			14,717	(8)	(8)	Class A Common Stock	14,717	$0	7,390,681	D(1)
LLC Units in Goosehead Financial, LLC	$0	08/11/2025		C			45,998	(8)	(8)	Class A Common Stock	45,998	$0	7,344,683	D(1)
LLC Units in Goosehead Financial, LLC	$0							(8)	(8)	Class A Common Stock	182,349		182,349	D(5)
LLC Units in Goosehead Financial, LLC	$0							(8)	(8)	Class A Common Stock	132,349		132,349	D(6)
LLC Units in Goosehead Financial, LLC	$0							(8)	(8)	Class A Common Stock	1,766,355		1,766,355	I	By Trust(7)

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 $87.00 to $87.95, 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 $86.00 to $86.98, 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 $87.02 to $87.35, 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. 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.

6. 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.

7. 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.

8. 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	08/12/2025
	/s/ John O'Connor, as Attorney-in-Fact for Robyn Mary Elizabeth Jones	08/12/2025
	/s/ John O'Connor, as Attorney-in-Fact for Mark & Robyn Jones Descendants Trust 2014	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many GSHD shares were sold by the reporting persons in this Form 4?

The reporting persons sold a total of 60,715 Class A common shares across the reported transactions.

At what prices were the GSHD shares sold according to the filing?

The filing lists weighted-average prices of $86.41, $87.17, $87.21 and one lot at $88.15; footnotes report sale price ranges approximately between $86.00 and $87.95 for the multiple transactions.

Did the reporting persons convert any securities in this filing for GSHD?

Yes. The filing shows conversions of LLC Units in Goosehead Financial, LLC into Class A common stock (conversion entries labeled C), totaling 60,715 units in the listed conversion transactions.

What significant holdings remain with the trust and trustees after the transactions?

The trust is reported to beneficially own approximately 7.34 million Class B shares and indirectly hold 1,766,355 LLC Units convertible into Class A shares; the filing also reports direct holdings by Mark Evan Jones and Robyn Mary Elizabeth Jones.

Who are the reporting persons on the 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, identified as directors and part of a 10% owner group.