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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): February 13, 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.
Director
Resignation
On
February 13, 2026, Bjarne Borg resigned from his position as a member of the Board of Directors (the “Board”) of JFB Construction
Holdings (the “Company”) and from all committees of the Board, effective immediately. Mr. Borg’s resignation was not
because of any disagreement with management or the Board on any matter relating to the Company’s operations, policies or practices.
The
Company thanks Mr. Borg for his service and contributions to the Company.
Director
Appointment
On
February 13, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Stefan Passantino
to serve as a member of the Board, effective immediately. The Board also appointed Mr. Passantino to serve on the following committees
of the Board: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. In addition, Mr. Passantino
will serve as the Chairman of the Compensation Committee.
The
Board affirmatively determined that Mr. Passantino is an independent director within the meaning of the Nasdaq listing standards.
The
Board believes that Mr. Passantino’s scholarship and experience make him ideally qualified to help lead the Company towards continued
growth and success.
Family
Relationships
Mr.
Passantino does not have a family relationship with any of the current officers or directors of the Company.
Related
Party Transactions
There
are no related party transactions with regard to Mr. Passantino reportable under Item 404(a) of Regulation S-K.
Compensatory
Arrangements
As
compensation for his services as a member of the Board, Audit Committee and Nominating and Corporate Governance Committee, Mr.
Passantino shall receive compensation in the form of equity, on the same terms as other independent members of the Board.
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:
February 17, 2026 |
By: |
/s/
Joseph F. Basile, III |
| |
|
Joseph
F. Basile, III |
| |
|
Chief
Executive Officer |
