JFB Construction Holdings SEC Filings

JFB Construction Holdings reported new equity awards for leadership and employees tied to 2025 performance. On January 16, 2026, the company issued 468,000 shares of common stock under its 2024 Equity Incentive Plan, including 300,000 shares to Chairman and CEO Joseph F. Basile III, 100,000 shares to the Chief Financial Officer, 3,500 shares to the Chief Operating Officer, 60,000 shares to six other directors, and 4,500 shares to additional employees. The shares were valued at $20.55 per share and are registered on Form S-8.

On the same date, the board approved 1,000,000 stock options for CEO Joseph F. Basile III, with an exercise price at least equal to the fair market value on the grant date. The options vest in four equal tranches of 250,000 shares at 6, 12, 18 and 24 months, fully vest upon a change of control, and expire no later than ten years from grant or upon earlier termination of service.

JFB Construction Holdings is registering 24,852,314 shares of common stock for resale by existing selling stockholders under a Form S-1 amendment tied to a recent PIPE financing. The registered shares consist of common stock issuable upon conversion of Series C preferred stock and upon exercise of PIPE and placement agent warrants.

The company will not receive proceeds from resale of these shares, but could receive up to approximately $100,338,796 if 16,783,381 PIPE-related warrants are exercised for cash. Shares outstanding are 6,115,524 before this resale registration and would be 30,967,838 if all registered shares are sold. JFB operates commercial, residential and real estate development construction businesses, with a heavy focus on franchise build-outs and multifamily projects primarily in Florida and the broader Southeast.

JFB Construction Holdings (JFB) reported a wider quarterly loss and strengthened liquidity. For the quarter ended September 30, 2025, the company posted a net loss of $1,062,712 as operating expenses outweighed gross profit. For the nine months, net loss was $3,401,659. Cash rose to $6,597,799 from $2,696,183 at year-end, supported by financing activities.

Year to date, consolidated sales were $14,582,669 across segments: Commercial Construction $8,330,410, Residential $2,950,585, and Real Estate Development $3,301,674. Gross profit for the nine months was $2,469,088. Operating cash flow was $(2,832,320), offset by $7,805,286 from financing, including IPO net proceeds of $4,667,636 and $3,136,650 from warrant exercises. Shares outstanding were 5,966,700 Class A as of November 14, 2025; 4,000,000 Class B remained issued.

Subsequent event: On October 2, 2025, JFB closed a PIPE for approximately $43,895,000 in gross proceeds and used $12,000,000 to redeem Class B Common Stock. The company issued 4,389,500 shares of Series C Convertible Preferred (stated value $10), convertible into 8,068,933 common shares at $5.44, plus 8,068,933 Common Warrant A at $5.75 and 8,068,933 Common Warrant B at $6.25. JFB also invested $1,000,000 for a 19.5% Class A interest in a 117-room hotel project entity.

JFB Construction Holdings (JFB) reported an insider transaction on a Form 4. A director acquired 10,000 shares of Class A common stock on 06/30/2025 at a reported price of $0. The filing states the shares were issued pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan, as approved by the Board of Directors upon recommendation of the Compensation Committee on June 30, 2025.

Following the transaction, the director’s beneficial ownership was 10,000 shares, reported as Direct (D). The filing indicates it was submitted by one reporting person.

JFB Construction Holdings filed a Form 3 initial beneficial ownership statement for director Christopher Melton. The filing states that no securities are beneficially owned. The event date for this reporting obligation is 03/06/2025.

The submission notes it is made pursuant to Instruction 1(c), which can require a filing even when there are no reportable holdings.

JFB Construction Holdings entered into a construction contract valued at approximately $18 million to serve as contractor for the first phase of a public high school in DeSoto County, Florida. The company will receive monthly progress payments upon application, and the work is expected to be substantially completed by May 2026. The counterparty may terminate for convenience, with payment to JFB for work performed to date plus demobilization costs, related termination costs, and reasonable attorneys’ fees.

JFB also signed a subcontract with Rodberg Constructions, Inc. for $17,789,590, payable monthly at 95% of the value of work performed, net of prior payments. The subcontract may be terminated for non‑curable default as specified. Upon termination, further payment is deferred until completion; any excess of the unpaid subcontract balance over the company’s completion expenses would be paid to the subcontractor.

JFB Construction Holdings filed an S-1 to register up to 24,852,314 shares of common stock for resale by selling stockholders. The company is not selling shares in this prospectus and will receive no proceeds from these resales.

The registered shares relate to a recent private placement consisting of Series C Convertible Preferred Stock and warrants. While JFB will not receive proceeds from the resale of these shares, it could receive up to approximately $100,338,796 if PIPE Warrants are exercised for cash. The Common A Warrants are exercisable at $5.75 and the Common B Warrants at $6.25, each expiring three years from issuance; placement agent warrants cover 645,515 shares at $5.44 with a five-year term. Beneficial ownership limits apply to certain warrant exercises.

Shares outstanding were 5,905,495 before the offering and would be 30,757,809 after assuming the sale of all registered shares. JFB’s common stock trades on Nasdaq under “JFB.” The filing outlines plan-of-distribution methods and standard resale mechanics, and highlights risk factors including potential stock price pressure from resale activity.

JFB Construction Holdings reported that its Board of Directors appointed Bill Dyer as Chief Operating Officer, effective September 22, 2025. He brings over 30 years of experience in development and construction, including senior roles at commercial real estate and civil contracting firms, most recently serving as Senior Vice President at Pace Properties, Inc. from 2019 to 2025.

Under his employment agreement dated September 22, 2025, the Company will pay Mr. Dyer an annual base salary of $275,000, stock options, and an annual bonus of $25,000 for meeting certain targets for fiscal year 2025. The agreement is filed as Exhibit 10.1. The Company states there are no special arrangements leading to his appointment, no family relationships with directors or executives, and no related-party transactions requiring disclosure.

Jamie Zambrana Jr., a director of JFB Construction Holdings (JFB), reported receiving 10,000 shares of Class A Common Stock on 06/30/2025. The shares were issued pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan as approved by the Board upon the Compensation Committee's recommendation. The transaction is recorded as an acquisition with a reported price of $0, and the filing shows the reporting person directly beneficially owns 10,000 shares following the issuance. The Form 4 is signed by the reporting person on 08/20/2025.