Goosehead GC awarded 30,000 stock options

Goosehead Insurance, Inc. reported that its General Counsel, Martin Ellis Thornthwaite, received a grant of 30,000 employee stock options to buy Class A common stock at an exercise price of $46.68 per share.

Rhea-AI Filing Summary

Goosehead Insurance, Inc. reported that its General Counsel, Martin Ellis Thornthwaite, received a grant of 30,000 employee stock options to buy Class A common stock at an exercise price of $46.68 per share. These options are compensation, not an open-market purchase or sale.

One third of the options vest on each of the first, second, and third anniversaries of the grant date, subject to continued employment, and they expire on April 3, 2036. All unvested options will fully vest if there is a qualifying change in control and his employment is terminated without cause or for good reason within six months.

Insider Trade Summary

Grant/Award: 30,000 shares

Grant/Award 1 txn

Insider Thornthwaite Martin Ellis

Role General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Options (right to buy)	30,000	$0.00	$0.00

Holdings After Transaction: Employee Stock Options (right to buy) — 30,000 contracts (Direct)

Footnotes (1)

1. F1. 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).

Key Figures

Options granted: 30,000 options Exercise price: $46.68 per share Expiration date: April 3, 2036 +3 more

6 metrics

Options granted 30,000 options Employee stock options granted to General Counsel

Exercise price $46.68 per share Strike price for Class A common stock under the options

Expiration date April 3, 2036 Options expire if not exercised by this date

Underlying shares 30,000 shares Class A common stock underlying the options

Vesting schedule 1/3 each year for 3 years Annual vesting on first, second, and third anniversaries of grant

Change-in-control window 6 months Acceleration if terminated within six months after change in control

Key Terms

Employee Stock Options, Class A Common Stock, change in control, Omnibus Incentive Plan, +1 more

5 terms

Employee Stock Options financial

"Employee Stock Options (right to buy)"

Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.

Class A Common Stock financial

"underlying security title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

change in control financial

"within six months following a "change in control""

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Omnibus Incentive Plan financial

"Issuer's Amended and Restated Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

vest and become exercisable financial

"all shares subject to the option will vest and become exercisable"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Goosehead Insurance (GSHD) disclose for Martin Ellis Thornthwaite?

Goosehead Insurance disclosed that General Counsel Martin Ellis Thornthwaite received 30,000 employee stock options as a compensation grant. The options give him the right to buy Class A common stock at $46.68 per share, rather than reflecting an open-market stock trade.

What are the key terms of the 30,000 stock options granted by Goosehead Insurance (GSHD)?

The grant covers 30,000 employee stock options with an exercise price of $46.68 per share, expiring April 3, 2036. They relate to Class A common stock and are structured as a derivative security giving a future right to purchase, not current ownership of shares.

How do the Goosehead Insurance (GSHD) options for the General Counsel vest over time?

The options vest in three equal installments: one third on each of the first, second, and third anniversaries of the grant date. Vesting is conditioned on continued employment, meaning he must remain employed through each anniversary date for those portions to vest.

Is there accelerated vesting on Goosehead Insurance (GSHD) options if control of the company changes?

Yes. All unvested options will fully vest and become exercisable if, within six months after a defined change in control, his employment is terminated without cause or for good reason. These terms follow the company’s Amended and Restated Omnibus Incentive Plan and award agreement.

Did the Goosehead Insurance (GSHD) Form 4 show any stock being bought or sold in the market?

No open-market trades were reported. The Form 4 reflects a grant of employee stock options with a zero-dollar grant price per option. The economic event is the award of rights to buy shares later at $46.68, not an immediate stock purchase or sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 04:29 PM Learn about SEC filing dates

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^*

Thornthwaite Martin Ellis

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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

X	Form filed by One Reporting Person
	Form 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)
			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)	$46.68	04/03/2026		A		30,000		(1)	04/03/2036	Class A Common Stock	30,000	$0	30,000	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/ Martin Thornthwaite	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)