STOCK TITAN

Goosehead 13D/A: Jones-Led Group Holds 12.74M Shares, Centralized Voting

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Goosehead Insurance, Inc. (GSHD) Schedule 13D/A reports aggregated beneficial ownership by a group of related reporting persons led by Mark E. Jones following the issuer's IPO reorganization. Collectively the Reporting Persons beneficially own 12,744,183 shares of Class A common stock, representing 33.8% of the class. The filing explains that certain pre-IPO members hold Class B common stock convertible one-for-one into Class A shares under the Goosehead Financial LLC agreement and that registration and tax receivable agreements apply to exchanges of Class B for Class A shares. The Reporting Persons are parties to voting agreements that give an irrevocable proxy to Mark E. Jones to vote their shares, with backup voting directions to Robyn Jones and, if needed, to Ryan Langston and Mark Jones, Jr.

The Reporting Persons state their holdings are for investment purposes, reserve the right to buy or sell additional securities, and reference multiple exhibits including the LLC agreement, registration rights, tax receivable agreement, and voting agreements.

Positive

  • Concentrated ownership disclosure: The Reporting Persons transparently disclose an aggregate beneficial ownership of 12,744,183 shares (33.8%).
  • Clear voting arrangements: The filing identifies voting agreements that centralize voting authority with Mark E. Jones and names backup voting designees, reducing ambiguity about control.
  • Contractual detail referenced: The Schedule cites the LLC agreement, registration rights agreement and tax receivable agreement as exhibits, enabling verification of economic and governance terms.

Negative

  • Concentrated voting power: An irrevocable proxy grants Mark E. Jones authority to vote shares held by the group, creating a single point of control over the 33.8% block.
  • Potential liquidity concentration: Large related-party holdings (multiple trusts and family members) may limit free float and influence market dynamics for Class A shares.
  • Dependence on exhibits for full terms: Material economics and limits (e.g., registration rights and TRA terms) are summarized but require review of referenced exhibits for complete understanding.

Insights

TL;DR: A family/group block holds one-third of GSHD shares and centralizes voting authority with Mark E. Jones, creating strong shareholder control.

The Schedule 13D/A discloses that related Reporting Persons collectively hold 12,744,183 shares (33.8%) of Class A common stock and maintain Class B units convertible one-for-one to Class A shares under the LLC agreement. Material governance arrangements include registration rights, a tax receivable agreement, and two voting agreements that grant an irrevocable proxy to Mark E. Jones to vote the Reporting Persons' shares, with designated successors for voting authority. For investors and directors, this represents a concentrated voting bloc capable of materially influencing corporate votes and strategic decisions. The disclosure is thorough and references exhibits that codify these arrangements.

TL;DR: The filing documents significant aligned economic and voting interests among related parties, with potential implications for liquidity and control.

Key quantified facts are explicit: aggregated beneficial ownership of 12,744,183 shares (33.8%), numerous trusts and family members participating, and contractual mechanisms enabling conversion of Class B units into Class A shares. The registration rights agreement and the tax receivable agreement noted may affect timing and economics of future sell-side transactions by these holders. The Reporting Persons state investment intent but reserve the right to acquire or dispose of securities. These specifics are material to valuation and governance analyses and should be reviewed alongside the referenced exhibits.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Mark E. Jones
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones
Date:08/15/2025
Robyn Jones
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The Mark & Robyn Jones Descendants Trust 2014
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The Lanni Elaine Romney Family Trust 2014
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The Lindy Jean Langston Family Trust 2014
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The Camille LaVaun Peterson Family Trust 2014
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The Desiree Robyn Coleman Family Trust 2014
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The Adrienne Morgan Jones Family Trust 2014
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The Mark Evan Jones, Jr. Family Trust 2014
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Serena Jones
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Lanni Romney
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Lindy Langston
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Camille Peterson
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Desiree Coleman
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Adrienne Jones
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Mark E. Jones, Jr.
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
P. Ryan Langston
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
SLJ Dynasty Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Jones 2020 Irrevocable Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Lindy Langston Spousal Lifetime Access Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Lanni Romney Spousal Lifetime Access Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Nathan Scott Romney
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Nathan Romney 2021 Family Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Ryan Langston 2021 Family Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
The CP Descendants' Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
Chick & The Bear Irrevocable Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025
SLJ 2023 Grantor Retained Annuity Trust
Signature:/s/ Mark E. Jones
Name/Title:Mark E. Jones, Attorney-in-Fact
Date:08/15/2025

FAQ

How many Goosehead (GSHD) Class A shares do the Reporting Persons beneficially own?

The Reporting Persons beneficially own 12,744,183 shares of Class A common stock, representing 33.8% of the class.

Who holds the voting authority for the Reporting Persons' shares in the GSHD filing?

The Reporting Persons granted an irrevocable proxy to Mark E. Jones to vote their shares, with backup directions to Robyn Jones and then to Ryan Langston and Mark Jones, Jr. if needed.

Can Class B shares be converted into Class A shares under the arrangements disclosed?

Yes. Under the Goosehead Financial LLC Agreement, each share of Class B Common Stock together with an LLC unit is exchangeable one-for-one for a share of Class A Common Stock.

Do the Reporting Persons intend to buy or sell additional GSHD securities?

The Reporting Persons state their holdings are for investment purposes but reserve the right to acquire additional securities or dispose of holdings in the open market or privately.

Are there agreements affecting resale of exchanged Class A shares?

Yes. A registration rights agreement allows holders, after lock-up expiration, to require registration of Class A shares issued upon exchange of Class B shares, subject to specified limitations and customary piggyback rights.
Goosehead Insura

NASDAQ:GSHD

GSHD Rankings

GSHD Latest News

GSHD Latest SEC Filings

GSHD Stock Data

1.89B
23.85M
4.15%
113.51%
8.63%
Insurance Brokers
Insurance Agents, Brokers & Service
Link
United States
WESTLAKE