STOCK TITAN
  1. Home
  2. Sec-filings
  3. JFB
  4. [8-K] JFB Construction Holdings Reports Material Event

JFB Construction (NASDAQ: JFB) grants 25,000 shares tied to merger

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

JFB Construction Holdings reported a compensation action for a senior executive. On June 22, 2026, the company issued 25,000 shares of its common stock to Chief Operating Officer Bill Dyer as a transaction achievement bonus under its 2024 equity incentive plan.

The board of directors approved the bonus shares by unanimous written consent on June 16, 2026. The grant is tied to the company’s entry into an agreement and plan of merger dated February 13, 2026 with XTEND Reality Expansion Ltd. and other parties.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Bonus share grant 25,000 shares Common stock issued to COO on June 22, 2026 as transaction achievement bonus
Par value per share $0.0001 per share Class A common stock issued as bonus shares
Board approval date June 16, 2026 Unanimous written consent approving issuance of bonus shares
Bonus grant date June 22, 2026 Date shares were issued to COO Bill Dyer
Merger agreement date February 13, 2026 Agreement and plan of merger with XTEND Reality Expansion Ltd.
equity incentive plan financial
"as a transaction achievement bonus pursuant to the Company’s 2024 equity incentive plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
transaction achievement bonus financial
"were issued to Bill Dyer ... as a transaction achievement bonus pursuant to the Company’s 2024 equity incentive plan"
agreement and plan of merger regulatory
"in connection with the Company’s entry into that certain agreement and plan of merger, dated as of February 13, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0002024306 0002024306 2026-06-22 2026-06-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What executive equity award did JFB (JFB) disclose in this 8-K?

JFB issued 25,000 shares of common stock to its Chief Operating Officer, Bill Dyer, as a transaction achievement bonus. The award was made under the company’s 2024 equity incentive plan and reflects compensation linked to a specific strategic transaction.

When was the 25,000-share bonus to JFB’s COO granted and approved?

The 25,000 bonus shares were issued on June 22, 2026. JFB’s board of directors approved and authorized the grant by unanimous written consent on June 16, 2026, confirming formal board approval ahead of the actual share issuance date.

How is the JFB COO’s stock bonus connected to the XTEND Reality merger?

The bonus shares were granted in connection with JFB’s entry into an agreement and plan of merger dated February 13, 2026 with XTEND Reality Expansion Ltd. This ties the equity award directly to the execution of that merger agreement.

Under what plan were the 25,000 JFB bonus shares issued?

The 25,000 shares issued to COO Bill Dyer were granted under JFB’s 2024 equity incentive plan. This plan provides the framework for equity-based compensation, including transaction achievement bonuses tied to significant corporate events.

What type of stock did JFB issue to its COO as a bonus?

JFB issued 25,000 shares of its Class A common stock with a par value of $0.0001 per share. These shares were delivered as a transaction achievement bonus rather than a cash payment, aligning compensation with company equity.

Filing Exhibits & Attachments

3 documents

Other Documents