Goosehead Insurance, Inc. 10-K

Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Market Information Our Class A Common Stock is traded on NASDAQ under the symbol “GSHD.” Our Class B Common Stock is not listed nor traded on any stock exchange. Holders of Record As of February 25, 2022, there were 11 shareholders of record of our Class A common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or "street name" accounts through brokers. As of February 25, 2022, there were 50 shareholders of record of our Class B common stock. Dividend Policy Subject to funds being legally available, we intend to cause Goosehead Financial, LLC to make pro rata distributions to the Pre-IPO LLC Members and us in an amount at least sufficient to allow us and the Pre-IPO LLC Members to pay all applicable taxes, to make payments under the tax receivable agreement we entered into with the Pre-IPO LLC Members and to pay our corporate and other overhead expenses. The declaration and payment of any dividends by Goosehead Insurance, Inc. will be at the sole discretion of our board of directors, which may change our dividend policy at any time. Our board of directors will take into account: • general economic and business conditions; • our financial condition and operating results; • our available cash and current and anticipated cash needs; • our capital requirements; • contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including Goosehead Financial, LLC) to us; and • such other factors as our board of directors may deem relevant. Goosehead Insurance, Inc. is a holding company and does not have material assets other than its ownership of LLC Units in Goosehead Financial, LLC, and as a consequence, our ability to declare and pay dividends to the holders of our Class A common stock is subject to the ability of Goosehead Financial, LLC to provide distributions to us. If Goosehead Financial, LLC makes such distributions, the Pre-IPO LLC Members will be entitled to receive equivalent distributions from Goosehead Financial, LLC. However, because we must pay taxes, make payments under the tax receivable agreement and pay our expenses, amounts ultimately distributed as dividends to holders of our Class A common stock are expected to be less than the amounts distributed by Goosehead Financial, LLC to the Pre-IPO LLC Members on a per share basis. See "Item 13. Certain relationships and related transactions, and director independence." Assuming Goosehead Financial, LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A common stockholders out of the portion, if any, of such distributions remaining after our payment of taxes, tax receivable agreement payments and expenses (any such portion, an “excess distribution”) will be made by our board of directors. Because our board of directors may determine to pay or not pay dividends to our Class A common stockholders, our Class A common stockholders may not necessarily receive dividend distributions relating to excess distributions, even if Goosehead Financial, LLC makes such distributions to us. Sales of Unregistered Securities None. 47 Subject to the terms of the amended and restated Goosehead Financial LLC Agreement, each LLC Unit is redeemable (along with the cancellation of the corresponding share of Class B common stock) for one share of Class A common stock Stock Performance Graph The following graph and table illustrate the total return from May 1, 2018 through December 31, 2021 for (i) our Class A common stock, (ii) the Standard and Poor's 500 Index, and (iii) the Russell 2000 Index, assuming an investment of $100 on May 1, 2018 including the reinvestment of dividends. 5/1/2018 12/31/2018 12/31/2019 12/31/2020 12/31/2021 GSHD $ 100 $ 178 $ 291 $ 865 $ 914 S&P 500 100 96 126 149 192 Russell 2000 100 88 111 133 153 Securities Authorized for Issuance Under Equity Incentive Plans The following table provides information about our compensation plans under which our Class A Common Stock is authorized for issuance, as of December 31, 2021: Number of securities to be issued upon exercise of outstanding options (in thousands) 2,069 Weighted-average exercise price of outstanding options 34.68 Number of securities remaining available for future issuances under equity compensation plans (in thousands) 2,126 Number of securities issued in connection with the Employee Stock Purchase Plan 27 Number of securities remaining available for future issuance in connection with the Employee Stock Purchase Plan 24 Issuer Purchases of Equity Securities None. 48 Use of Proceeds Not applicable. Item 6. Reserved 49