Every 8-K that JFB Construction Holdings (JFB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow JFB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full JFB filings page.
JFB Construction Holdings entered into Amendment No. 2 to its merger agreement with Xtend AI Robotics, Inc., XT Merger Sub 2, Inc. and Xtend Reality Expansion Ltd., revising key terms of the planned business combination. The amendment shortens information-delivery deadlines, lowers the minimum "Closing Cash" condition to $60,000,000 from $110,000,000, and redefines Closing Cash to include certain escrow or trust funds available at least five business days before closing. It extends the outside date to October 31, 2026, with up to two additional three‑month extensions, and replaces references to Nasdaq with NYSE. For six months after closing, Newco is restricted from issuing common stock in capital raises below $6.00 per share.
New amended and restated bylaws introduce a 270‑day lock-up on most Newco shares issued in the transaction, with limited exceptions and a coordinated sale process allowing sales of up to 25% of a holder's base holdings per 30‑day period after the initial 180 days. A concurrent amended support agreement with American Ventures LLC, Series XIV JFB adds a 180‑day lock-up, certain voting and transfer commitments, and warrant exercise provisions, including deemed cashless exercise at $6.3391 per share up to 6,999,928 Newco shares, which is expected to satisfy the revised Closing Cash condition.
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.
JFB Construction Holdings updated its governance and advanced its planned merger with Xtend Reality Expansion Ltd. The board unanimously approved Second Amended and Restated Bylaws effective May 18, 2026, removing language that restricted the company from accepting stockholder actions by written consent.
The merger with Xtend, through Newco and Merger Sub 2 under a previously signed Agreement and Plan of Merger, moves forward after a key closing condition was met. On May 19, 2026, a majority voting consent approving the merger agreement was delivered by Joseph F. Basile, III and The Basile Family Irrevocable Trust, satisfying the required stockholder approval. The transaction is expected to close in the middle of 2026, subject to remaining customary conditions.
JFB Construction Holdings reported that first quarter 2026 revenue rose 115% compared with the first quarter of 2025, indicating that sales more than doubled year over year. Management highlighted ongoing contract signings and a strong pipeline expected through 2026.
The company also reminded investors of its proposed business combination with Xtend Reality Expansion Ltd., valued at approximately $1.5 billion, for which a Registration Statement on Form S-4 has been filed. Xtend previously disclosed more than $70 million in contract backlog and over $500 million in anticipated pipeline, underscoring the potential scale of the combined business.
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.
JFB Construction Holdings approved a 2-for-1 forward stock split of its common stock, effective at 12:01 a.m. on March 24, 2026. Authorized common shares increase from 190.0 million to 380.0 million, and outstanding shares from 7,014,090 to 14,028,180, without changing any holder’s percentage ownership or rights.
The company also amended its merger agreement with Xtend AI Robotics–related entities, updating terms for the split, purchase price adjustments and trading restrictions, and setting Xtend’s shareholder meeting no later than ten business days after the Form S-4 becomes effective. The planned business combination is expected to close in mid-2026, after which the combined company will be renamed Xtend AI Robotics, Inc. and trade on Nasdaq under the ticker “XTND.”
JFB Construction Holdings is entering into a complex merger with XTEND Reality Expansion Ltd. that will create a new parent company, Xtend AI Robotics, Inc. (“Newco”). Xtend will first merge into a Newco subsidiary, then JFB will merge into another Newco subsidiary, leaving both businesses as wholly owned units of Newco.
At closing, Xtend shareholders are expected to own at least 70.5% of Newco’s fully diluted shares, JFB stockholders about 19.9%, and roughly 9.6% of shares will be reserved for Newco equity incentive plans, all subject to adjustment. Former Xtend holders may receive up to 20,000,000 additional Newco shares if earnout targets for 2026 and 2027 are met.
The deal must satisfy extensive regulatory and closing conditions, including a $110,000,000 minimum cash balance at JFB, with no financing condition. Termination provisions include potential fees of $15.0 million payable by either side in specified scenarios and a $25.0 million reduction to a $30.22 million Xtend SAFE investment if the minimum cash condition is not met. Separately, JFB completed a private placement of 802,000 shares at $12.50 per share, raising about $10.0 million gross (approximately $9.2 million net) to help fund obligations.
JFB Construction Holdings is raising new capital and pivoting toward defense technology. The company entered securities purchase agreements for a private placement of 802,000 common shares at $12.50 per share, for expected $10.0 million in gross proceeds and about $9.2 million in net proceeds. A portion of this cash will be invested in XTEND Reality Expansion through a Simple Agreement for Future Equity.
JFB also signed a definitive all-stock agreement to combine with XTEND, a software-first defense technology company, to form XTEND AI Robotics, Inc., expected to list on Nasdaq under “XTND.” The deal implies a $1.5 billion acquisition value based on the private placement price, with XTEND shareholders projected to own about 70% and JFB shareholders about 30% of the new company on a fully diluted basis. The merger, unanimously approved by both boards and by a majority of JFB shareholders via written consent, is expected to close in the middle of 2026, subject to customary conditions and regulatory filings.
JFB Construction Holdings reported changes to its Board of Directors. On February 13, 2026, director Bjarne Borg resigned from the board and all committees, effective immediately, and the company stated his resignation was not due to any disagreement with management or the board on operations, policies, or practices.
That same day, the board appointed Stefan Passantino as a new independent director. He will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees and act as Chairman of the Compensation Committee. The company said he will receive equity-based compensation on the same terms as other independent directors and disclosed no family relationships or related party transactions involving him.
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.
JFB Construction Holdings reported new equity awards for leadership and employees tied to 2025 performance. On January 16, 2026, the company issued 468,000 shares of common stock under its 2024 Equity Incentive Plan, including 300,000 shares to Chairman and CEO Joseph F. Basile III, 100,000 shares to the Chief Financial Officer, 3,500 shares to the Chief Operating Officer, 60,000 shares to six other directors, and 4,500 shares to additional employees. The shares were valued at $20.55 per share and are registered on Form S-8.
On the same date, the board approved 1,000,000 stock options for CEO Joseph F. Basile III, with an exercise price at least equal to the fair market value on the grant date. The options vest in four equal tranches of 250,000 shares at 6, 12, 18 and 24 months, fully vest upon a change of control, and expire no later than ten years from grant or upon earlier termination of service.
JFB Construction Holdings entered into a construction contract valued at approximately $18 million to serve as contractor for the first phase of a public high school in DeSoto County, Florida. The company will receive monthly progress payments upon application, and the work is expected to be substantially completed by May 2026. The counterparty may terminate for convenience, with payment to JFB for work performed to date plus demobilization costs, related termination costs, and reasonable attorneys’ fees.
JFB also signed a subcontract with Rodberg Constructions, Inc. for $17,789,590, payable monthly at 95% of the value of work performed, net of prior payments. The subcontract may be terminated for non‑curable default as specified. Upon termination, further payment is deferred until completion; any excess of the unpaid subcontract balance over the company’s completion expenses would be paid to the subcontractor.
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.