[Form 4] JFB Construction Holdings Insider Trading Activity

Rhea-AI Filing Summary

JFB Construction Holdings reported that Joseph F. Basile III, the company's CEO and Chairman and a director, was issued 60,000 Class A common shares on 06/30/2025 under the JFB Construction Holdings 2024 Equity Incentive Plan. The reported transaction shows a $0 price for the shares, and after the issuance Mr. Basile beneficially owns 425,000 Class A shares. The Form 4 indicates this was a non-derivative acquisition reported by one reporting person and the issuance was approved by the board following the Compensation Committee recommendation.

Insights

Financial Analyst

TL;DR: CEO received a 60,000-share equity grant, increasing his stake to 425,000 shares; this is a compensation-related issuance.

The grant of 60,000 Class A shares at a reported price of $0 is a standard equity-compensation action that increases the CEO's direct alignment with shareholder outcomes by increasing his ownership. The report shows the award was made under the company's 2024 Equity Incentive Plan and approved by the board upon the Compensation Committee's recommendation, which suggests this was a governed compensation decision rather than an ad hoc issuance. Materiality for investors hinges on the relative size of the award versus total outstanding shares (not provided here); however, the direct implication is increased insider ownership.

Corporate Governance Expert

TL;DR: Board-approved equity grant to the CEO reflects routine governance of executive compensation, disclosed via Form 4.

The disclosure indicates proper process: a Compensation Committee recommendation and board approval for the award under a named equity incentive plan. The $0 reported price denotes an issuance/grant rather than a market purchase. From a governance perspective, the Form 4 provides the basic transparency required for insider compensation changes. Absent additional plan terms, vesting schedules, or dilution metrics in this filing, the governance assessment is limited to confirmation of formal approval and disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Basile Joseph Frank III

(Last) (First) (Middle)

1300 S. DIXIE HIGHWAY

SUITE B

(Street)

LANTANA FL 33462

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JFB Construction Holdings [ JFB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/30/2025		A		60,000(1)	A	$0	425,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares reported here were issued to the reporting person pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan, as approved by the Board of Directors upon recommendation of the Compensation Committee, on June 30, 2025.

	/s/ Joseph F. Basile III	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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