JFB Construction (NASDAQ: JFB) awards 25,000 shares to COO after merger deal

Rhea-AI Filing Summary

JFB Construction Holdings issued 25,000 shares of common stock to Chief Operating Officer Bill Dyer as a transaction achievement bonus. The award was granted under the Company’s 2024 equity incentive plan, approved by unanimous written consent of the Board on June 16, 2026, and issued on June 22, 2026. The grant was made in connection with the Company’s merger agreement dated February 13, 2026 with XTEND Reality Expansion Ltd.

Insights

Compensation & HR Expert

Grant signals routine transaction‑linked compensation under existing plan.

The Board approved a 25,000 share bonus to the COO under the 2024 equity incentive plan, indicating use of equity to reward transaction-related performance. The approval was by unanimous written consent on June 16, 2026, with issuance on June 22, 2026.

Key dependencies include plan terms (vesting, forfeiture) and the merger closing mechanics dated February 13, 2026. Subsequent disclosures may describe vesting or tax withholding treatment.

Corporate Governance Expert

Board action via written consent implemented an executive equity award tied to a merger.

The Board authorized the award by unanimous written consent, a common governance pathway for time‑sensitive grants. The filing links the award to a merger agreement among the parties dated February 13, 2026, showing the bonus is transaction‑contingent.

Material follow-ups to watch in filings include any disclosure of vesting conditions, beneficial ownership changes, or related party considerations if they arise in future reports.

Key Figures

Shares issued: 25,000 shares Par value: $0.0001 per share Board approval date: June 16, 2026 +2 more

5 metrics

Shares issued 25,000 shares transaction achievement bonus to COO Bill Dyer

Par value $0.0001 per share Common stock par value disclosed in filing

Board approval date June 16, 2026 Board acted by unanimous written consent to approve issuance

Issuance date June 22, 2026 Date the Bonus Shares were issued

Related agreement date February 13, 2026 Agreement and plan of merger dated among the parties

Key Terms

2024 equity incentive plan, unanimous written consent, transaction achievement bonus

3 terms

2024 equity incentive plan financial

"granted pursuant to the Company’s 2024 equity incentive plan"

unanimous written consent governance

"approved and authorized by the board of directors ... acting by unanimous written consent"

transaction achievement bonus compensation

"issued to Bill Dyer ... as a transaction achievement bonus"

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Available on EDGAR 06/25/2026 - 04:33 PM Accepted by SEC EDGAR 06/25/2026 - 04:31 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2026

JFB CONSTRUCTION HOLDINGS

(Exact name of registrant as specified in its charter)

Nevada		001-42538		99-2549040
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

(Address of principal executive offices) (Zip Code)

561-582-9840

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		JFB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

On June 22, 2026, 25,000 shares of common stock, par value $0.0001 per share, of JFB Construction Holdings (the “Company”) were issued to Bill Dyer, the Company’s Chief Operating Officer, as a transaction achievement bonus pursuant to the Company’s 2024 equity incentive plan (the “Plan”). The award was approved and authorized by the board of directors of the Company (the “Board”), acting by unanimous written consent in lieu of a meeting on June 16, 2026, pursuant to which the Board approved the issuance of such shares (the “Bonus Shares”) to Mr. Dyer. The Bonus Shares were granted in connection with the Company’s entry into that certain agreement and plan of merger, dated as of February 13, 2026, by and among XTEND Reality Expansion Ltd., the Company, and the other parties thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JFB CONSTRUCTION HOLDINGS
Date: June 25, 2026	By:	/s/ Joseph F. Basile, III
		Joseph F. Basile, III
		Chief Executive Officer

FAQ

What did JFB (JFB) disclose about the award to its COO?

JFB disclosed the issuance of 25,000 shares to COO Bill Dyer as a transaction achievement bonus. The award was granted under the 2024 equity incentive plan and was approved by the Board on June 16, 2026 and issued on June 22, 2026.

Was the stock award tied to any corporate transaction at JFB (JFB)?

Yes. The filing states the Bonus Shares were granted in connection with the Company’s agreement and plan of merger dated February 13, 2026 among XTEND Reality Expansion Ltd., the Company, and other parties to that agreement.

Under which plan were the 25,000 shares granted by JFB (JFB)?

The shares were granted pursuant to the Company’s 2024 equity incentive plan. The Board approved and authorized the issuance by unanimous written consent on June 16, 2026 and the shares were issued on June 22, 2026.

Who approved the equity award at JFB (JFB) and when was it approved?

The award was approved and authorized by the Company’s Board of Directors, acting by unanimous written consent in lieu of a meeting, on June 16, 2026, per the current report's disclosure.