{"url_path":"/sec/jfb/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-028959-index.html","accession_number":"0001493152-26-028959","cik":"0002024306","ticker":"JFB","issuer_name":"JFB Construction Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-028959-index.html","primary_entity_key":"0002024306","primary_entity_name":"JFB Construction Holdings"},"word_count":757,"has_tables":true,"body_markdown":"**Item\n12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**\n\n ****\n\nBased\nsolely upon information made available to us, the following table sets forth information as of the date of this annual report regarding\nthe beneficial ownership of our common stock by:\n\n \n\n●\neach person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock;\n\n \n\n●\neach of our named executive officers, directors and directors nominees; and\n\n \n\n●\nall our executive officers and current and proposed directors as a group.\n\n \n\nBeneficial\nownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.\nIn computing the number and percentage of shares beneficially owned by a person, shares that may be acquired by such person (for example,\nupon the exercise of options or warrants) within 60 days of the date of this annual report are counted as outstanding, while these shares\nare not counted as outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, each person\nor entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned,\nsubject to applicable community property laws.\n\n \n\nThe\naddress of each holder listed below, except as otherwise indicated, is c/o JFB Construction Holdings, 1300 S. Dixie Highway, Suite B,\nLantana, FL 33462.\n\n \n\nThe\nfollowing table provides the total compensation for each person who served as a non-employee member of our Board of Directors during\nfiscal year 2025 and 2024, including all compensation awarded to, earned by or paid to each person who served as a non-employee director\nfor some portion or all of fiscal year 2025 and 2024 :\n\n \n\n  \n  \n\n**Class A**\n\n**Common Stock**\n  \n\n**Voting**\n\n \n\nName \nTitle \nNumber  \n%  \n**Power %(4)** \n\nDirectors and Executive Officers \n  \n    \n    \n   \n\nJoseph F. Basile III \nPresident/CEO,Secretary and Chairman \n 861,800  \n 6.87% \n 6.87%\n\nRuben Calderon \nTreasurer/CFO \n 55,614  \n —% \n —%\n\nStefan Pasantino \nIndependent Director \n 20,000  \n —% \n —%\n\nDavid Clukey \nIndependent Director \n 40,000  \n —% \n —%\n\nNelson Garcia \nIndependent Director \n 40,000  \n —% \n —%\n\nChristopher Melton \nIndependent Director \n 40,000  \n —% \n —%\n\nMiklos “John” Gulyas \nDirector \n 40,000  \n —% \n —%\n\nJamie Zambrana Jr. \nDirector \n 40,000  \n —% \n —%\n\nAll current executive officers and directors as a group (8 persons) \n  \n 1,137,414  \n 6.87% \n 6.87%\n\n  \n  \n    \n    \n   \n\n5% Shareholders \n  \n    \n    \n   \n\nBasile Family Investments LLC (1) \nShareholder \n 6,500,000  \n 51.50% \n 51.50%\n\nChartered Services, LLC \nShareholder \n 720,000  \n 5.70% \n 5.70%\n\nTotal of 5% Shareholders \n  \n 7,220,000  \n 57.20% \n 57.20%\n\n \n\n(1)Lisa\nAnn Basile is the trustee with control over The Basile Family Irrevocable Trust which her\nboth voting and dispositive control of the Company’s securities owned by the trust\nand, as such, is considered the beneficial owner of the above-reference shares for the purposes\nof Section 16 of the Securities Act. Her address is 200 Hypoluxo Rd #204, Lantana, FL 33462.\nThese shares were subsequently transferred to Basile Family Investments LLC, an entity in\nwhich Joe Basile and Lisa Basile are the controlling parties.\n\n \n\n(2)Based\nupon information provided by American Ventures LLC, Series XIV JFB (“American Ventures”),\nAmerican Ventures is the beneficial owner of (i) 4,389,500 shares of Series C Preferred Stock,\nconvertible into 8,068,933 shares of Common Stock; (ii) 8,068,933 Common A Warrants to purchase\nup to an aggregate of 8,068,933 shares of Common Stock; and (iii) 8,068,933 Common B Warrants\nto purchase an aggregate of 8,068,933 shares of Common Stock. American Ventures has a limitation\non the amount of its beneficial ownership pursuant to the Common A Warrant and Common B Warrant\npursuant to which American Ventures will not exercise its Common A and Common B Warrants\nif, following such exercise, American Ventures would own more that 4.99% of the Company’s\nissued and outstanding shares of Common Stock. Eric Newman, the manager of American Ventures,\nexercises voting and dispositive power over the shares. The address of American Ventures\nis 110 Front Street, Suite 300, Jupiter, FL 33477.\n\n \n\n48\n\n \n\n \n\n(3)Based\nupon information provided by Dominari Securities LLC (“Dominari”), Dominari is\nthe beneficial owner of Placement Agent Warrants to purchase 645,515 shares of Common Stock.\nDominari has a limitation on the amount of its beneficial ownership pursuant to the placement\nagent common stock purchase warrant agreement with the Company pursuant to which Dominari\nwill exercise its Placement Agent Warrants if, following such exercise, Dominari would own\nmore that 4.99% of the Company’s issued and outstanding shares of Common Stock. Soo\nYu, the Chief Operating Officer of Dominari, exercises voting and dispositive power over\nthe shares being offered. The address of Dominari is 725 5th Ave 23 Floor, New York, NY 10022."}