GSHD insider grant: CFO/COO awarded 20,000 options, ten-year term

Rhea-AI Filing Summary

Goosehead Insurance reported that Mark E. Jones Jr., the company's CFO and COO and a director, was granted an employee stock option to purchase 20,000 shares of Class A common stock at an exercise price of $95.27. The option becomes exercisable on the grant date and expires ten years later, with vesting structured so one-third of the shares vest on each of the first three anniversaries of the grant date, subject to continued employment. The award includes a provision that accelerates vesting if the holder's employment is terminated without cause or for good reason within six months following a change in control.

Positive

• Alignment with shareholders: Option award ties executive compensation to future stock performance through a market-priced exercise.
• Standard vesting: One-third annual vesting encourages retention over multiple years.
• Change-in-control protection: Acceleration clause offers executive protection in M&A scenarios, which can aid continuity.

Negative

• Missing context on dilution: Filing does not state total outstanding shares or grant as percentage of equity, limiting assessment of investor impact.
• No performance conditions disclosed: Vesting is time-based only, so incentives are not explicitly tied to operational or financial targets.

Insights

Financial Analyst

TL;DR A 20,000-share option grant to the CFO/COO at $95.27 is routine executive compensation without immediate dilution.

The grant aligns executive incentives with shareholder value by using time-based vesting and a ten-year exercise window. The one-third annual vesting schedule is standard, and the change-in-control acceleration is a common protective feature. The award size and strike price should be assessed relative to total outstanding shares and recent stock price to measure potential dilution and incentive magnitude; that data is not provided in this filing.

Corporate Governance Expert

TL;DR Vesting and change-in-control acceleration reflect standard governance practices for senior executives.

The documented vesting schedule and post-change-in-control acceleration mirror common market practice to retain executives and protect them in M&A events. The filing discloses the terms clearly but does not include contextual metrics such as percentage of outstanding equity represented by the grant or performance-based conditions, which limits assessment of governance impact.

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
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^*

Jones Mark E. Jr.

(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
X	Officer (give title below)	X	Other (specify below)
	CFO & COO		Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. 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 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

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
Employee Stock Options (right to buy)	$95.27	08/26/2025		A		20,000		(1)	08/26/2035	Class A Common Stock	20,000	$0	20,000	D

Explanation of Responses:

1. One third (1/3rd) of the shares subject to the option shall vest and become exercisable, subject to continued employment, on each of the first, second, and third anniversaries of the grant date; provided that all shares subject to the option will vest and become exercisable if, within six months following a "change in control" (as defined in the Issuer's Amended and Restated Omnibus Incentive Plan (the "Plan")), the reporting person's employment is terminated without "cause" or for "good reason" (each as defined in the reporting person's option award agreement or the Issuer's Plan).

Remarks:

	/s/ John O'Connor, as Attorney-in-Fact for Mark E. Jones, Jr.	08/28/2025
	** 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).
** 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 did GSHD disclose about Mark E. Jones Jr.'s compensation?

The company reported an option to buy 20,000 shares of Class A common stock at an exercise price of $95.27 with standard vesting and a ten-year term.

How does the vesting schedule for the option work?

One-third of the shares vest and become exercisable on each of the first three anniversaries of the grant date, subject to continued employment.

Is there any accelerated vesting included in the award?

Yes. All shares will vest if the holder's employment is terminated without cause or for good reason within six months following a change in control as defined in the company plan.

What is the exercise period for the option?

The option has an exercise price of $95.27 and an expiration date ten years after the transaction date, representing a ten-year exercise window.

Does the filing show how this grant affects outstanding shares?

No. The Form 4 discloses the grant size and terms but does not provide information on total outstanding shares or the grant's percentage of equity.