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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-03-03 · 44 added, 24 removed, 111 unchanged (38% of the section changed)

16 unchanged sentences

President and Chief Executive Officer

(Principal Executive Officer) Chief Financial Officer

(Principal Executive Officer) Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer and Principal Accounting Officer)

7 unchanged sentences

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

17 unchanged sentences

There were no adoptions , modifications, or terminations by any of our directors or officers of any contract, instruction or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangements requiring disclosure pursuant to Item 408(a) during the fourth quarter of fiscal 2025, except as follows:

On November 22, 2024 , Mark and Robyn Jones Descendants Trust 2014 (the "Trust"), of which Mark E.

Jones, our Executive Chairman, and Robyn Jones, a member of our Board of Directors , are trustees, adopted a Rule 10b5-1 trading arrangement (the "10b5-1 Plan").

The 10b5-1 Plan provides for the potential sale of up to 200,000 shares of Company common stock owned by the Trust and terminates on February 24, 2026 , or such earlier date upon which all transactions are completed or expire without execution.

On November 5, 2025 , Mark K.

Miller , the President and Chief Executive Officer of the Company, terminated a Rule 10b5-1 trading arrangement he had previously adopted with respect to the sale of securities of the Company's common stock (the "10b5-1 Plan").

The 10b5-1 Plan was adopted on April 29, 2025, had a term expiring May 1, 2026, and provided for the potential sale of up to 60,000 shares of Company common stock issuable upon the exercise of options.

As of the date of termination of his 10b5-1 Plan, Mr.

Miller had not sold any shares of common stock under its terms.

Disclosure regarding foreign jurisdictions that prevent inspections

26 unchanged sentences

Amended and Restated Certificate of Incorporation of Goosehead Insurance, Inc.

(incorporated by reference to exhibit 3.1 to Goosehead Insurance Inc.'s Current Report on Form 8-K filed with the Commission on May 2, 2018)

By-Laws of Goosehead Insurance, Inc., as amended and restated as of November 3, 2023 (incorporated by reference to exhibit 3.2 to Goosehead Insurance Inc.'s Current Report on Form 8-K filed with the Commission on November 3, 2023)

Description of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to exhibit 4.1 to Goosehead Insurance Inc.'s Annual Report on Form 10-K filed with the Commission on March 16, 2020)

Amended and Restated Limited Liability Company Agreement of Goosehead Financial, LLC, dated as of May 1, 2018, by and among Goosehead Financial, LLC and its members (incorporated by reference to exhibit 10.2 to Goosehead Insurance Inc.'s Current Report on Form 8-K filed with the Commission on May 2, 2018)

(incorporated by reference to exhibit 3.1 to Goosehead Insurance, Inc.

's Current Report on Form 8-K filed with the Commission on May 2, 2018)

By-Laws of Goosehead Insurance, Inc., as amended and restated as of November 3, 2023 (incorporated by reference to exhibit 3.2 to Goosehead Insurance, Inc.

's Current Report on Form 8-K filed with the Commission on November 3, 2023)

Description of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to exhibit 4.1 to Goosehead Insurance, Inc.

's Annual Report on Form 10-K filed with the Commission on March 16, 2020)

's Current Report on Form 8-K filed with the Commission on May 2, 2018)

Registration Rights Agreement, dated as of May 1, 2018, by and among Goosehead Insurance, Inc.

and the other persons and entities party thereto (incorporated by reference to exhibit 10.4 to Goosehead Insurance Inc.'s Current Report on Form 8-K filed with the Commission on May 2, 2018)

Tax Receivable Agreement, dated as of May 1, 2018, by and among Goosehead Insurance, Inc., Goosehead Financial, LLC, and each of the other persons and entities party thereto (incorporated by reference to exhibit 10.3 to Goosehead Insurance Inc.'s Current Report on Form 8-K filed with the Commission on May 2, 2018)

Stockholders Agreement, dated as of May 1, 2018, by and among Goosehead Insurance, Inc., Goosehead Financial, LLC and the other persons and entities party thereto (incorporated by reference to exhibit 10.5 to Goosehead Insurance Inc.'s Annual Report on Form 10-K filed with the Commission on March 14, 2019)

Form of Franchise Agreement (incorporated by reference to exhibit 10.6 to Goosehead Insurance Inc.'s registration statement on Form S-1 (Registration No.

and the other persons and entities party thereto (incorporated by reference to exhibit 10.4 to Goosehead Insurance, Inc.

's Current Report on Form 8-K filed with the Commission on May 2, 2018)

's Annual Report on Form 10-K filed with the Commission on March 14, 2019)

Form of Franchise Agreement (incorporated by reference to exhibit 10.6 to Goosehead Insurance, Inc.

's registration statement on Form S-1 (Registration No.

Registrant’s Amended and Restated Omnibus Incentive Plan (incorporated by reference from Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 12, 2019)

Form of Goosehead Insurance, Inc.

Omnibus Incentive Plan Stock Option Award Agreement (Employees) (incorporated by reference to exhibit 10.8 to Goosehead Insurance Inc.'s registration statement on Form S-1 (Registration No.

Omnibus Incentive Plan Stock Option Award Agreement (Employees) (incorporated by reference to exhibit 10.8 to Goosehead Insurance, Inc.

's registration statement on Form S-1 (Registration No.

Form of Goosehead Insurance, Inc.

Omnibus Incentive Plan Stock Option Award Agreement (Directors) (incorporated by reference to exhibit 10.9 to Goosehead Insurance Inc.'s registration statement on Form S-1 (Registration No.

Omnibus Incentive Plan Stock Option Award Agreement (Directors) (incorporated by reference to exhibit 10.9 to Goosehead Insurance, Inc.

's registration statement on Form S-1 (Registration No.

Goosehead Insurance, Inc.

Employee Stock Purchase Plan (incorporated by reference to exhibit 99 to Goosehead Insurance Inc.'s registration statement on Form S-8 (Registration No.

Form of Director Indemnification Agreement (incorporated by reference to exhibit 10.10 to Goosehead Insurance Inc.'s registration statement on Form S-1 (Registration No.

Employee Stock Purchase Plan (incorporated by reference to exhibit 99 to Goosehead Insurance, Inc.

's registration statement on Form S-8 (Registration No.

Form of Director Indemnification Agreement (incorporated by reference to exhibit 10.10 to Goosehead Insurance, Inc.

's registration statement on Form S-1 (Registration No.

Offer Letter to Mark E.

Jones, Jr., dated September 11, 2022 (incorporated by reference to exhibit 10.1 to Goosehead Insurance Inc.'s Current Report on Form 8-K filed with the Commission on September 12, 2022 )

Jones, Jr., dated September 11, 2022 (incorporated by reference to exhibit 10.1 to Goosehead Insurance, Inc.

's Current Report on Form 8-K filed with the Commission on September 12, 2022)

Separation and Engagement Agreement, dated April 26, 2023, between Goosehead Insurance, Inc.

Ryan Langston (incorporated by reference to exhibit 10.1 to Goosehead Insurance Inc.'s Quarterly Report on Form 10-Q filed with the Commission on April 27, 2023)

Ryan Langston (incorporated by reference to exhibit 10.1 to Goosehead Insurance, Inc.

's Quarterly Report on Form 10-Q filed with the Commission on April 27, 2023)

Exhibit Number Description

Amendment 1 to the Credit Agreement, dated as of January 8, 2025, by and among Goosehead Insurance Holdings, LLC, as borrower, Goosehead Financial, LLC, as holdings, certain subsidiary guarantors named therein, certain lender parties named therein, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to exhibit 10.1 to Goosehead Insurance Inc.’s Quarterly Report on Form 10-Q filed on October 22, 2025).

Statement of Policy Concerning Trading in Company Securities adopted February 24, 2025

18 unchanged sentences

February 19, 2026 By:

Chief Financial Officer

Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer and Principal Accounting Officer)

7 unchanged sentences

/s/ James Reid Director February 19, 2026

/s/ Thomas McConnon Director February 28, 2025

Thomas McConnon

/s/ Waded Cruzado Director February 19, 2026

Waded Cruzado

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) February 28, 2025

/s/ Bill Wade

Director February 19, 2026

Louis Goldberg

Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer and Principal Accounting Officer)

February 19, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures