Welcome to our dedicated page for JFB Construction Holdings SEC filings (Ticker: JFB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The JFB Construction Holdings (Nasdaq: JFB) SEC filings page on Stock Titan brings together the company’s public disclosures from the U.S. Securities and Exchange Commission, with AI-powered summaries to help interpret complex documents. JFB is a real estate development and construction company focused on hospitality, commercial, industrial, and residential property development, and its filings provide detailed information on contracts, capital structure and regulatory status.
Key filings include registration statements on Form S-1 and S-1/A, which describe JFB’s status as an emerging growth company and smaller reporting company, outline its incorporation in Nevada, and register the resale of common stock underlying Series C Convertible Preferred Stock and warrants issued in a PIPE financing. These documents explain the terms of the preferred shares, conversion features, and warrants, as well as the role of the placement agent.
Current reports on Form 8-K disclose material events such as the execution of a construction contract with Building Tomorrow’s Schools DeSoto, LLC for the first phase of a public high school project in DeSoto County, Florida, and the related subcontractor agreement. Other 8-K filings cover executive appointments, including the hiring of a chief operating officer, and provide background on management’s experience and compensation arrangements.
On this page, AI-generated insights highlight important elements of each filing, such as contract values, payment structures, bond approvals, financing terms, and changes in executive leadership. Users can quickly locate quarterly and annual reports when filed, as well as any Forms 4 or other insider transaction reports that may appear in the SEC feed. Real-time updates from EDGAR ensure that new JFB filings are added as they become available, while AI summaries aim to make lengthy legal and financial disclosures easier to understand.
JFB Construction Holdings (JFB) reported an insider transaction on a Form 4. A director acquired 10,000 shares of Class A common stock on 06/30/2025 at a reported price of $0. The filing states the shares were issued 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.
Following the transaction, the director’s beneficial ownership was 10,000 shares, reported as Direct (D). The filing indicates it was submitted by one reporting person.
JFB Construction Holdings filed a Form 3 initial beneficial ownership statement for director Christopher Melton. The filing states that no securities are beneficially owned. The event date for this reporting obligation is 03/06/2025.
The submission notes it is made pursuant to Instruction 1(c), which can require a filing even when there are no reportable holdings.
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 filed an S-1 to register up to 24,852,314 shares of common stock for resale by selling stockholders. The company is not selling shares in this prospectus and will receive no proceeds from these resales.
The registered shares relate to a recent private placement consisting of Series C Convertible Preferred Stock and warrants. While JFB will not receive proceeds from the resale of these shares, it could receive up to approximately $100,338,796 if PIPE Warrants are exercised for cash. The Common A Warrants are exercisable at $5.75 and the Common B Warrants at $6.25, each expiring three years from issuance; placement agent warrants cover 645,515 shares at $5.44 with a five-year term. Beneficial ownership limits apply to certain warrant exercises.
Shares outstanding were 5,905,495 before the offering and would be 30,757,809 after assuming the sale of all registered shares. JFB’s common stock trades on Nasdaq under “JFB.” The filing outlines plan-of-distribution methods and standard resale mechanics, and highlights risk factors including potential stock price pressure from resale activity.
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.
Jamie Zambrana Jr., a director of JFB Construction Holdings (JFB), reported receiving 10,000 shares of Class A Common Stock on 06/30/2025. The shares were issued pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan as approved by the Board upon the Compensation Committee's recommendation. The transaction is recorded as an acquisition with a reported price of $0, and the filing shows the reporting person directly beneficially owns 10,000 shares following the issuance. The Form 4 is signed by the reporting person on 08/20/2025.
Director Miklos "John" Gulyas acquired 10,000 shares of JFB Construction Holdings Class A common stock on 06/30/2025 under the company’s 2024 Equity Incentive Plan approved by the board and recommended by the compensation committee. After the issuance, Mr. Gulyas beneficially owned 12,850 shares in total. The shares were granted with no cash price to the reporting person, reflecting an equity-based compensation award rather than an open-market purchase. The Form 4 reports this non-derivative issuance and identifies the reporting person as a director.
Nelson B. Garcia, a director of JFB Construction Holdings (JFB), received 10,000 shares of Class A common stock on 06/30/2025 under the JFB Construction Holdings 2024 Equity Incentive Plan. The shares were issued at a price of $0 and are held directly, leaving the reporting person with 10,000 shares following the transaction. The grant was approved by the Board of Directors upon recommendation of the Compensation Committee.
The Form 4 was signed by Mr. Garcia on 08/20/2025 and reports this non-derivative equity award; no derivative securities or other transactions are disclosed on the form.
Ruben Calderon, Chief Financial Officer of JFB Construction Holdings (JFB), received 25,000 shares of Class A common stock on 06/30/2025. The Form 4 reports the shares were issued pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan as approved by the board and compensation committee on June 30, 2025. The transaction shows 25,000 shares beneficially owned following the issuance and is reported as a direct ownership interest. The reported price is listed as $0, indicating issuance rather than an open-market purchase. The form is signed by Ruben Calderon on 08/20/2025.
JFB Construction Holdings director Bjarne Erik Siwert Borg was issued 10,000 Class A common shares on June 30, 2025 under the company’s 2024 Equity Incentive Plan as approved by the board and recommended by the compensation committee. The filing reports the shares were granted (transaction code A) at a reported price of $0, and the reporting person beneficially owns 10,000 shares directly following the transaction. The Form 4 is signed and dated by the reporting person on August 20, 2025.