JFB Construction (NASDAQ: JFB) voids CEO and CFO equity awards

Rhea-AI Filing Summary

JFB Construction Holdings reports that it is reversing part of a recent equity compensation grant to senior executives. On January 16, 2026, the company issued an aggregate of 468,000 common shares under its 2024 Equity Incentive Plan to officers, independent directors and employees for 2025 services, including 300,000 shares to Chairman and CEO Joseph F. Basile III and 100,000 shares to Chief Financial Officer Ruben Calderon.

On January 26, 2026, the board determined that the Basile and Calderon share awards were erroneously issued, and both executives agreed to cancel them, returning 400,000 common shares to the company. The board also determined that a previously approved grant of 1,000,000 options to Mr. Basile was erroneously issued, and the company and Mr. Basile agreed to cancel the option agreement; no options had vested or been issued.

Insights

Corporate governance and equity compensation analyst

JFB reverses large executive stock and option grants labeled as erroneous.

The company describes a correction to recent equity awards rather than a new grant. It had approved 468,000 common shares as compensation for 2025 services, with 300,000 shares for CEO Joseph Basile and 100,000 shares for CFO Ruben Calderon, alongside a separate 1,000,000-option award for the CEO. The board has now determined that the CEO and CFO share grants and the CEO option grant were erroneously issued.

Both executives agreed to cancel these awards, which returns 400,000 common shares to the company and eliminates the 1,000,000 options before any vesting or issuance. This removes a significant prospective equity overhang and leaves the remaining 68,000 shares (for other directors and employees) in place. The filing frames this as an administrative correction; any broader implications would depend on future disclosures in company communications and filings.

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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): January 26, 2026

JFB CONSTRUCTION HOLDINGS

(Exact name of registrant as specified in its charter)

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

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

(Address of principal executive offices, including 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:

☐	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(s)		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.

As previously reported, on January 16, 2026, JFB Construction Holdings (the “Company”), upon recommendation of the Compensation Committee and approval of the board of directors (the “Board”), issued an aggregate of 468,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) to certain officers, independent directors and employees of the Company for services provided during the 2025 fiscal year, pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan (the “Plan”), as follows: (i) 300,000 shares to Joseph F. Basile III, Chairman and Chief Executive Officer (the “Basile Shares”); (ii) 100,000 shares to Ruben Calderon, Chief Financial Officer (the “Calderon Shares”); (iii) 3,500 to Bill Dyer, Chief Operating Officer; (iv) 10,000 each to the other six Directors (60,000 total); and (v) the remaining 4,500 to five additional employees. On January 26, 2026, the Board determined that the Basile Shares and the Calderon Shares were erroneously issued and such shareholders have agreed to the cancellation of such shares, which will result in the return of 400,000 shares of Common Stock to the Company.

As previously reported, on January 16, 2026, the Board approved the issuance of an aggregate of 1,000,000 options (the “Options”) to Mr. Basile, to purchase shares of the Company’s Common Stock at an exercise price at least equal to the fair market value of one share of the Company’s Common Stock as of date of grant, pursuant to an option agreement (the “Option Agreement”). On January 26, 2026, the Board determined that the Options were erroneously issued and the Company and Mr. Basile have agreed to the cancellation of the Option Agreement. No Options have vested or been issued as of the date hereof.

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: January 26, 2026	By:	/s/ Joseph F. Basile, III
		Joseph F. Basile, III
		Chief Executive Officer

FAQ

What executive share grants did JFB (JFB) cancel in this 8-K?

The board determined that 300,000 common shares granted to CEO Joseph F. Basile III and 100,000 common shares granted to CFO Ruben Calderon were erroneously issued, and both agreed to cancel these awards, returning a total of 400,000 shares to the company.

What equity compensation did JFB Construction Holdings originally grant for 2025 services?

On January 16, 2026, the company issued 468,000 common shares under its 2024 Equity Incentive Plan: 300,000 to CEO Joseph Basile, 100,000 to CFO Ruben Calderon, 3,500 to COO Bill Dyer, 10,000 each to six other directors (60,000 total), and 4,500 to five additional employees.

What happened to the 1,000,000 stock options previously approved for JFBs CEO?

The board had approved 1,000,000 options for CEO Joseph Basile to purchase common shares at an exercise price at least equal to fair market value on the grant date. On January 26, 2026, the board determined the options were erroneously issued, and the company and Mr. Basile agreed to cancel the option agreement. No options had vested or been issued.

Do the share and option cancellations at JFB affect all recipients of the January 16, 2026 equity awards?

No. The cancellations apply to the 300,000 CEO shares, the 100,000 CFO shares, and the 1,000,000 options for the CEO. The awards to the COO, the six other directors, and the five additional employees are not described as canceled in this disclosure.

Why is JFB Construction Holdings filing an 8-K about these equity awards?

The company is reporting under the item covering departures or appointments of certain officers and compensatory arrangements. It discloses that certain previously reported stock and option grants to the CEO and CFO were determined by the board to have been erroneously issued and have now been canceled.