{"url_path":"/sec/jfb/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**","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":966,"has_tables":true,"body_markdown":"** **\n\n**Item\n5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**\n\n** **\n\n**Market\nInformation**\n\n** **\n\nThe\nCommon Stock began trading on the Nasdaq Capital Market under the symbol JFB on March 06,2025.\n\n \n\nAs\nof March 31,2026, there were approximately 380 holders of record of our Common Stock. Since certain shares of our Common Stock are held\nby brokers and other institutions on behalf of stockholders, the foregoing number of holders of our Common Stock is not representative\nof the number of beneficial holders of our Common Stock.\n\n \n\nThe\nlast reported sales price for our Common Stock as reported on the Nasdaq Capital Market on June 15, 2026 was $5.05 per share.\n\n \n\n**Dividend\nPolicy**\n\n** **\n\nWe\nhave not declared or paid any cash dividends on our Common Stock, and we do not anticipate declaring or paying cash dividends for the\nforeseeable future. We are not subject to any legal restrictions respecting the payment of dividends, except that we may not pay dividends\nif the payment would render us insolvent. Any future determination as to the payment of cash dividends on our Common Stock will be at\nthe discretion of our Board and will depend on our financial condition, operating results, capital requirements and other factors that\nthe Board considers to be relevant.\n\n \n\n**Securities\nAuthorized for Issuance under Equity Compensation Plans**\n\n** **\n\nSee\nthe information incorporated by reference in “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related\nShareholder Matters” for information regarding shares of our common stock authorized for issuance under our stock compensation\nplans, which information is incorporated herein by reference.\n\n \n\n**Preferred\nStock**\n\n** **\n\nAs\nof December 31, 2025, the Company had 4,389,500 shares of Series C Convertible Preferred Stock outstanding.\n\n \n\n**Transfer\nAgent**\n\n** **\n\nThe\ntransfer agent of our Common Stock is ClearTrust LLC 16540 Pointe Village Dr, Suite 210 Lutz, FL 33558\n\n \n\n**Recent\nSales of Unregistered Securities**\n\n** **\n\nDuring\nthe past three (3) years, we have issued the following common stock. We believe that each of the following issuances was exempt from\nregistration under the Securities Act pursuant to Section4(a)(2) of the Securities Act regarding transactions not involving a public\noffering, or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters\nwere involved in these issuances of common stock.\n\n \n\nOn\nApril 30th, 2024. Joseph F. Basile III gifted 81.25 shares of Class A Common stock in the JFB Subsidiary to The Basile Family Irrevocable\nTrust and 0.625 shares of common stock in the JFB Subsidiary to another individual.\n\n \n\nTo\neffectuate the Reorganization, on July 18,2024, Mr. Basile, The Basile Family Irrevocable Trust, and another shareholder contributed\ntheir shares in JFB Construction & Development, Inc to JFB Construction Holdings in exchange for shares of common stock of JFB Construction\nHoldings. 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\nto 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\nStock to the other shareholder. Accordingly, immediately after the Reorganization, Mr. Basile and Basile Family Irrevocable Trust owned\napproximately fifty-seven percent (57%) and forty-three percent (43%) of the Common Stock of JFB Construction Holdings, respectively.\n\n \n\n27\n\n \n\n \n\nOn\nJuly 19,2024 the Company issued 720,000 shares of the Company’s Class A common stock to Chartered Services for assisting the company\nwith various consulting services. These services included the Company’s nomination system for all directors and aid in identifying\nqualified candidates, Review and advise the Company on all documents and accounting systems with GAAP compliance, provide support as\na liaison for the Company’s third party service providers, and provide business development services. Under this agreement the\nshares have already been granted and cannot be reclaimed even if the agreement is cancelled with or without cause. There are no required\nmeasurable deliverables or milestones as part of this agreement from Chartered Service. The agreement contains customary confidentiality\nand non-solicitation provisions.\n\n \n\nOn\nJune 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\nto the Company’s 2024 Equity Incentive (ESOP) Plan. These awards were granted in recognition of continued service and performance\ncontributions and were issued in accordance with the terms and conditions of the ESOP. The issuance represents a component of the Company’s\nlong-term incentive program designed to align management and employee interest with those of shareholders and support the Company’s\nongoing growth objectives.\n\n \n\nOn\nOctober 2, 2025 the Company entered into a Securities Purchase Agreement with American Ventures LLC, Series XIV JFB for a private investment\ninto public equity (PIPE) of 4,389,500 shares of its Series C convertible Preferred Stock par value $0.0001 per share, stated value of\n$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\nSeries 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\n16,137,866 warrants to acquire up to 16,137,866 shares of Common Stock.\n\n \n\nOn\nDecember 2, 2025, the Company issued an aggregate 214,960 shares of its Common Stock as non-cash consideration for consulting services.\n171,988 shares were issued to Brian Herman and 42,992 shares were issued to Kingswood Capital Partners LLC. The shares were issued book-entry\nform with transfer restrictions and were valued based on fair market value of the Company’s Common Stock on the respective grant\ndates. The related expense is included in general and administrative fees in the accompanying financial statements.\n\n \n\nOn\nFebruary 18,2026 American Ventures entered into a private investment in public equity (PIPE) transaction with the company. 1,604,000\nshares of Class A Common Stock were issued at a purchase price of $6.25 per share."}