JFB Construction Holdings 10-K/A

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information The Common Stock began trading on the Nasdaq Capital Market under the symbol JFB on March 06,2025. As of March 31,2026, there were approximately 380 holders of record of our Common Stock. Since certain shares of our Common Stock are held by brokers and other institutions on behalf of stockholders, the foregoing number of holders of our Common Stock is not representative of the number of beneficial holders of our Common Stock. The last reported sales price for our Common Stock as reported on the Nasdaq Capital Market on June 15, 2026 was $5.05 per share. Dividend Policy We have not declared or paid any cash dividends on our Common Stock, and we do not anticipate declaring or paying cash dividends for the foreseeable future. We are not subject to any legal restrictions respecting the payment of dividends, except that we may not pay dividends if the payment would render us insolvent. Any future determination as to the payment of cash dividends on our Common Stock will be at the discretion of our Board and will depend on our financial condition, operating results, capital requirements and other factors that the Board considers to be relevant. Securities Authorized for Issuance under Equity Compensation Plans See the information incorporated by reference in “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” for information regarding shares of our common stock authorized for issuance under our stock compensation plans, which information is incorporated herein by reference. Preferred Stock As of December 31, 2025, the Company had 4,389,500 shares of Series C Convertible Preferred Stock outstanding. Transfer Agent The transfer agent of our Common Stock is ClearTrust LLC 16540 Pointe Village Dr, Suite 210 Lutz, FL 33558 Recent Sales of Unregistered Securities During the past three (3) years, we have issued the following common stock. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section4(a)(2) of the Securities Act regarding transactions not involving a public offering, or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of common stock. On April 30th, 2024. Joseph F. Basile III gifted 81.25 shares of Class A Common stock in the JFB Subsidiary to The Basile Family Irrevocable Trust and 0.625 shares of common stock in the JFB Subsidiary to another individual. To effectuate the Reorganization, on July 18,2024, Mr. Basile, The Basile Family Irrevocable Trust, and another shareholder contributed their shares in JFB Construction & Development, Inc to JFB Construction Holdings in exchange for shares of common stock of JFB Construction Holdings. As a result, JFB Construction Holdings issued (1) 730.000 shares of Class A Common Stock and 8,000,000 shares of Class B Common to Mr. Basile, (2) 500,000 shares of Class A Common Stock to The Basile Family Irrevocable Trust, and 50,000 shares of Class A Common Stock to the other shareholder. Accordingly, immediately after the Reorganization, Mr. Basile and Basile Family Irrevocable Trust owned approximately fifty-seven percent (57%) and forty-three percent (43%) of the Common Stock of JFB Construction Holdings, respectively. 27 On July 19,2024 the Company issued 720,000 shares of the Company’s Class A common stock to Chartered Services for assisting the company with various consulting services. These services included the Company’s nomination system for all directors and aid in identifying qualified candidates, Review and advise the Company on all documents and accounting systems with GAAP compliance, provide support as a liaison for the Company’s third party service providers, and provide business development services. Under this agreement the shares have already been granted and cannot be reclaimed even if the agreement is cancelled with or without cause. There are no required measurable deliverables or milestones as part of this agreement from Chartered Service. The agreement contains customary confidentiality and non-solicitation provisions. On June 30, 2025, the Company issued a total of 292,800 of its Class A Common Stock to its directors and officers and key employees pursuant to the Company’s 2024 Equity Incentive (ESOP) Plan. These awards were granted in recognition of continued service and performance contributions and were issued in accordance with the terms and conditions of the ESOP. The issuance represents a component of the Company’s long-term incentive program designed to align management and employee interest with those of shareholders and support the Company’s ongoing growth objectives. On October 2, 2025 the Company entered into a Securities Purchase Agreement with American Ventures LLC, Series XIV JFB for a private investment into public equity (PIPE) of 4,389,500 shares of its Series C convertible Preferred Stock par value $0.0001 per share, stated value of $10.00 per share, convertible into 16,137,866 shares of Common Stock, par value $0.0001, at a conversion price of $2.72 per share of Series C Preferred stock, an aggregate of 16,137,866 warrants to acquire up to 16,137,866 shares of Common Stock, and an aggregate of 16,137,866 warrants to acquire up to 16,137,866 shares of Common Stock. On December 2, 2025, the Company issued an aggregate 214,960 shares of its Common Stock as non-cash consideration for consulting services. 171,988 shares were issued to Brian Herman and 42,992 shares were issued to Kingswood Capital Partners LLC. The shares were issued book-entry form with transfer restrictions and were valued based on fair market value of the Company’s Common Stock on the respective grant dates. The related expense is included in general and administrative fees in the accompanying financial statements. On February 18,2026 American Ventures entered into a private investment in public equity (PIPE) transaction with the company. 1,604,000 shares of Class A Common Stock were issued at a purchase price of $6.25 per share. Item 6. [Reserved] 28