CFO of JFB Construction (NASDAQ: JFB) granted 100,000-share stock bonus

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

JFB Construction Holdings approved a special stock bonus for its Chief Financial Officer, Ruben Calderon. On April 28, 2026, the board, following the Compensation Committee’s recommendation, authorized a transaction achievement bonus of 100,000 shares of Class A common stock under the 2024 equity incentive plan.

The award 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. The 100,000 Award Shares were issued on April 30, 2026.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

CFO stock bonus: 100,000 shares Par value per share: $0.0001 par value Merger agreement date: February 13, 2026 +1 more

4 metrics

CFO stock bonus 100,000 shares Transaction achievement bonus approved April 28, 2026

Par value per share $0.0001 par value Class A common stock underlying Award Shares

Merger agreement date February 13, 2026 Agreement and Plan of Merger with XTEND Reality Expansion Ltd.

Award issuance date April 30, 2026 Date the 100,000 Award Shares were issued

Key Terms

transaction achievement bonus, 2024 equity incentive plan, Agreement and Plan of Merger, emerging growth company

4 terms

transaction achievement bonus financial

"authorized the award of a transaction achievement bonus to Ruben Calderon"

2024 equity incentive plan financial

"to be granted under 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"

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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/04/2026 - 04:30 PM

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): April 28, 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.

On April 28, 2026, JFB Construction Holdings (the “Company”), upon recommendation of the Compensation Committee of the Board of Directors (the “Board”) and approval of the Board, authorized the award of a transaction achievement bonus to Ruben Calderon, the Company’s Chief Financial Officer, in the amount of 100,000 shares of the Company’s common stock, par value $0.0001 (the “Award Shares”), to be granted under the Company’s 2024 equity incentive plan, granted in connection with the Company’s entry into that certain Agreement and Plan of Merger, dated as of February 13, 2026 with XTEND Reality Expansion Ltd. and certain other parties thereto. The Award Shares were issued on April 30, 2026.

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: May 4, 2026	By:	/s/ Joseph F. Basile, III
		Joseph F. Basile, III
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What compensation did JFB (JFB) grant to its CFO in this 8-K?

JFB Construction Holdings granted its Chief Financial Officer, Ruben Calderon, a transaction achievement bonus of 100,000 shares of Class A common stock. The award was approved by the Board and granted under the company’s 2024 equity incentive plan as additional stock-based compensation.

Why did JFB (JFB) award 100,000 shares to the CFO?

The 100,000-share bonus was granted as a transaction achievement award in connection with JFB’s entry into an Agreement and Plan of Merger dated February 13, 2026 with XTEND Reality Expansion Ltd. and other parties, recognizing the CFO’s role in that merger-related transaction.

When were the CFO’s 100,000 JFB shares authorized and issued?

JFB’s Board authorized the 100,000-share transaction achievement bonus on April 28, 2026, following a recommendation from its Compensation Committee. The Award Shares of Class A common stock were subsequently issued to Chief Financial Officer Ruben Calderon on April 30, 2026 under the 2024 equity incentive plan.

Under which plan were the 100,000 JFB Award Shares granted?

The 100,000 Award Shares granted to JFB’s Chief Financial Officer were issued under the company’s 2024 equity incentive plan. This plan provides for stock-based compensation, and the shares were specifically designated as a transaction achievement bonus related to the February 2026 merger agreement.

How is the JFB CFO bonus connected to the XTEND Reality merger?

The bonus is explicitly described as a transaction achievement award tied to JFB’s entry into an Agreement and Plan of Merger dated February 13, 2026 with XTEND Reality Expansion Ltd. and other parties, aligning the CFO’s stock compensation with that merger-related corporate transaction.

Filing Exhibits & Attachments

3 documents