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.
JFB Construction Holdings SEC filings document the company's public-offering registration history, material-event reports and governance disclosures as a Nevada-incorporated construction and real estate development issuer. Registration statements describe securities offered by the company, smaller reporting company status and related public-company disclosures.
Recent 8-K filings cover material definitive agreements, transaction-related communications, private placement and capital-structure matters, board composition, committee assignments and equity compensation under the 2024 Equity Incentive Plan. The filings also record corrections and cancellations of certain equity awards, common-stock issuances to officers, directors and employees, and other governance actions requiring current-report disclosure.
JFB Construction Holdings (JFB) reported a wider quarterly loss and strengthened liquidity. For the quarter ended September 30, 2025, the company posted a net loss of $1,062,712 as operating expenses outweighed gross profit. For the nine months, net loss was $3,401,659. Cash rose to $6,597,799 from $2,696,183 at year-end, supported by financing activities.
Year to date, consolidated sales were $14,582,669 across segments: Commercial Construction $8,330,410, Residential $2,950,585, and Real Estate Development $3,301,674. Gross profit for the nine months was $2,469,088. Operating cash flow was $(2,832,320), offset by $7,805,286 from financing, including IPO net proceeds of $4,667,636 and $3,136,650 from warrant exercises. Shares outstanding were 5,966,700 Class A as of November 14, 2025; 4,000,000 Class B remained issued.
Subsequent event: On October 2, 2025, JFB closed a PIPE for approximately $43,895,000 in gross proceeds and used $12,000,000 to redeem Class B Common Stock. The company issued 4,389,500 shares of Series C Convertible Preferred (stated value $10), convertible into 8,068,933 common shares at $5.44, plus 8,068,933 Common Warrant A at $5.75 and 8,068,933 Common Warrant B at $6.25. JFB also invested $1,000,000 for a 19.5% Class A interest in a 117-room hotel project entity.
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.