Form 4: Goosehead Insiders Convert, Sell Shares

A trust associated with Goosehead Insurance's founders converted and sold Class A common stock in pre-planned transactions.

Summary

• Mark & Robyn Jones Descendants Trust 2014, a 10% owner and related to directors Mark Evan Jones and Robyn Mary Elizabeth Jones, engaged in significant pre-planned stock transactions.
• On August 8, 2025, the trust converted 14,717 shares of Class B Common Stock into Class A Common Stock.
• Following this conversion, 14,517 shares of Class A Common Stock were sold at a weighted average price of $87.17 (ranging from $87.00 to $87.95), and an additional 200 shares were sold at a weighted average price of $88.15.
• On August 11, 2025, the trust converted another 45,998 shares of Class B Common Stock into Class A Common Stock.
• Subsequently, 44,104 shares of Class A Common Stock were sold at a weighted average price of $86.41 (ranging from $86.00 to $86.98), and 1,894 shares were sold at a weighted average price of $87.21 (ranging from $87.02 to $87.35).
• These transactions were conducted under a Rule 10b5-1(c) plan, indicating pre-scheduled sales.
• Post-transactions, the Mark & Robyn Jones Descendants Trust 2014 directly holds 7,344,683 Class B Common Stock and 7,344,683 LLC Units.
• Mark Evan Jones directly holds 38,851 Class A Common Stock, 182,349 Class B Common Stock, and 182,349 LLC Units.
• Robyn Mary Elizabeth Jones directly holds 71,565 Class A Common Stock, 132,349 Class B Common Stock, and 132,349 LLC Units.
• The trust also indirectly holds 1,766,355 Class B Common Stock or LLC Units.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to significant insider sales by a major shareholder and founding family trust. While these sales are pre-planned under a 10b5-1 plan, which mitigates some of the negative impact, they still represent a reduction in insider ownership and potential selling pressure on the stock.

Positives

• Transactions were executed under a Rule 10b5-1(c) plan, indicating pre-scheduled sales rather than a reaction to new negative information.
• The conversion of Class B to Class A stock and subsequent sale provides liquidity for the reporting persons.

Negatives

• Significant insider sales by a trust associated with the founders and 10% owners, totaling 60,715 shares of Class A Common Stock.
• These sales reduce the direct beneficial ownership of Class A Common Stock by the trust.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The transactions involve the Mark & Robyn Jones Descendants Trust 2014, which is a related party to Goosehead Insurance, Inc. through its association with directors and 10% owners Mark Evan Jones and Robyn Mary Elizabeth Jones.

Stakeholder Impact

• Shareholders may view the insider sales as a negative signal, potentially leading to downward pressure on the stock price.
• The transactions provide liquidity for the founding family, which could be seen as a positive for their personal financial planning.

Key Dates

Recommendation

While the significant insider sales by a founding family trust are a negative signal, the fact that these transactions were pre-planned under a Rule 10b5-1(c) plan suggests they are for liquidity or diversification purposes rather than a reaction to adverse company-specific news. The company's underlying business fundamentals are not addressed in this filing. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor future filings and company performance before making a definitive buy or sell decision based solely on this insider transaction report.

Keywords

Goosehead Insurance, GSHD, SEC Form 4, Insider Sales, Stock Conversion, Class A Common Stock, Class B Common Stock, LLC Units, Mark Jones, Robyn Jones, 10b5-1 Plan