JFB Construction (NASDAQ: JFB) appoints new COO with $275k salary, bonus

Rhea-AI Filing Summary

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.

Insights

Corporate governance and leadership analyst

JFB adds an experienced COO under a standard pay package.

The appointment of Bill Dyer as Chief Operating Officer formalizes operational leadership at JFB Construction Holdings, which can help execution as the business grows. His background combines commercial real estate, civil engineering, and general contracting, with senior roles at multiple industry firms, including Pace Properties, Inc. from 2019 through 2025.

The compensation terms—$275,000 annual base salary, stock options, and a $25,000 performance-based bonus for fiscal year 2025—fit a typical structure that aligns part of pay with results. The disclosure that there are no special appointment arrangements, family relationships, or related-party transactions reduces governance concerns from this change. Overall, the update refines the management team but does not by itself represent a major shift in the company’s outlook.

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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): September 22, 2025

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.

Appointment of Chief Operating Officer

On September [22], 2025, the Board of Directors (the “Board”) of JFB Construction Holdings (the “Company”) appointed Bill Dyer to serve as Chief Operating Officer of the Company, effective as of September [22], 2025.

Mr. Dyer has over 30 years of significant and progressive experience in the development and construction industry, coupled with a strong foundation in real estate development, civil engineering, and general contracting. Previously, he had been involved in 5 real estate and construction industry holding positions including Owner, Vice President, and Senior Vice President. From 2019 through 2025, Mr. Dyer was the Senior Vice President for Pace Properties, Inc., a Commercial Real Estate company. From 2009 to 2011, he was Owner for Dyer Engineering, Inc., a company involved in Civil Contracting and Underground Utility Construction. From 2005 to 2009, he was Vice President of Phoenix Realty Advisors, Inc., a Real Estate Development company that focused on company owner development projects.

In connection with his appointment as Chief Operating Officer, on September 22, 2025, Mr. Dyer entered into an employment agreement with the Company (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company agreed to pay Mr. Dyer an annual base salary of $275,000 per year, stock options and an annual bonus of $25,000 for meeting certain targets for the fiscal year 2025.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein by reference as if fully set forth herein.

There are no arrangements or understandings between Mr. Dyer and any other person pursuant to which he was appointed as Chief Operating Officer of the Company. There are no family relationships between Mr. Dyer and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Employment Agreement, dated September 22, 2025, between JFB Construction Holdings and William Dyer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 25, 2025	By:	/s/ Joseph F. Basile, III
		Joseph F. Basile, III Chief Executive Officer

FAQ

What did JFB (JFB) disclose in this Form 8-K?

JFB Construction Holdings disclosed that its Board appointed Bill Dyer as the Company’s Chief Operating Officer, effective September 22, 2025, and entered into an employment agreement with him on the same date.

Who is the new Chief Operating Officer of JFB (JFB)?

The new Chief Operating Officer is Bill Dyer, who has over 30 years of experience in the development and construction industry, including senior roles at commercial real estate, civil engineering, and general contracting companies.

What are the key compensation terms for JFB’s new COO?

Under his employment agreement, JFB will pay Mr. Dyer an annual base salary of $275,000, grant stock options, and pay an annual bonus of $25,000 for meeting certain targets for the fiscal year 2025.

Does JFB’s new COO have any related-party or family relationships with the company?

JFB states there are no arrangements or understandings with other persons regarding his appointment, no family relationships between Mr. Dyer and any director or executive officer, and no material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K.

Where can investors find the full employment agreement for JFB’s COO?

The full employment agreement dated September 22, 2025, between JFB Construction Holdings and William Dyer is filed as Exhibit 10.1 and incorporated by reference.

What stock exchange is JFB Construction Holdings listed on?

JFB Construction Holdings’ Class A Common Stock is listed on The Nasdaq Stock Market LLC under the trading symbol JFB.