SCHEDULE: Goosehead Insurance Insider Ownership Update

An updated Schedule 13D filing reveals the beneficial ownership structure and recent transactions by the Mark E. Jones family group in Goosehead Insurance, Inc.

Summary

• Mark E. Jones and related entities, collectively referred to as the "Reporting Persons," filed an Amendment No. 42 to Schedule 13D for Goosehead Insurance, Inc.
• The Reporting Persons hold 98.6% of the outstanding Class B Common Stock and collectively control approximately 33.0% of the combined voting power of the Issuer's common stock as of February 25, 2026.
• The group beneficially owns 35.1% of the Issuer's Class A Common Stock, assuming full conversion of their Class B shares.
• The increase in the Reporting Persons' percentage ownership since the last filing (Amendment No. 41) is primarily due to share repurchases by Goosehead Insurance, Inc., which reduced the number of outstanding shares.
• The filing details several internal transfers of Class B shares between family trusts at a $0.00 price, indicating internal estate planning or restructuring.
• Adrienne Jones sold 3,000 Class A shares at $86.30 on August 19, 2025, after converting Class B shares.
• Mark E. Jones, Jr. purchased 873 Class A shares (7 at $74.45 and 866 at $74.44) on October 27, 2025.
• The Reporting Persons are bound by Voting Agreements, granting Mark E. Jones an irrevocable proxy to vote their shares.
• An Amended and Restated Limited Liability Company Agreement allows for the one-for-one exchange of Class B Common Stock (with LLC Units) for Class A Common Stock.
• A Tax Receivable Agreement provides for the Issuer to pay pre-IPO members 85% of certain tax benefits.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to the continued high insider ownership, which aligns management and family interests with long-term company performance, and the fact that increased percentage ownership is partly due to company share repurchases.

Positives

• The primary reporting group, including key management, maintains a significant beneficial ownership stake of 35.1% in Class A Common Stock (on a fully converted basis), indicating strong alignment with shareholder interests.
• The increase in the Reporting Persons' percentage ownership is largely due to company share repurchases, which can be a positive signal of management's confidence in the company's valuation and a method to return value to shareholders.

Negatives

• Adrienne Jones sold 3,000 Class A shares on August 19, 2025, which could be perceived as a minor negative, although it is a small amount relative to total holdings.

Risks

• The concentration of voting power with Mark E. Jones (and subsequently Robyn Jones, Ryan Langston, and Mark Jones, Jr.) through irrevocable proxies could limit the influence of other shareholders on corporate governance matters.
• The Tax Receivable Agreement obligates the Issuer to pay 85% of certain tax benefits to pre-IPO members, which could reduce cash flow available to the company.

Future Outlook

The Reporting Persons acquired and presently hold Class A Common Stock and Class B Common Stock for investment purposes and reserve the right to acquire additional securities, dispose of holdings, or change their intentions regarding the Issuer's matters, subject to applicable law.

Industry Context

StockSavvy.ai notes that significant insider ownership, particularly by founders and key management, is common in the insurance brokerage industry, often indicating long-term commitment and alignment with company success. The family's continued substantial stake in Goosehead Insurance, Inc. suggests a stable ownership structure, which can be viewed positively by the market. The share repurchases by the Issuer, which contributed to the increased percentage ownership, align with broader market trends where companies utilize excess capital to enhance shareholder value.

Corporate Governance

Related Party Transactions

• Internal transfers of Class B Common Stock between SLJ 2023 Grantor Retained Annuity Trust and other family trusts (Alexandra Nicole Rogers Trust, Benjamin Douglas Jones Trust, Brendan Scot Jones Trust, Emily Marie Jones Trust, Joshua Thomas Jones Trust, SLJ 2025 Grantor Retained Annuity Trust) at $0.00 per share.
• The Tax Receivable Agreement involves payments from the Issuer to pre-IPO members of Goosehead Financial, which include the Reporting Persons.
• The Voting Agreements establish a centralized voting structure among the Reporting Persons.

Stakeholder Impact

• Shareholders: The significant insider ownership and centralized voting power through the Voting Agreements mean that the founding family retains substantial control over the company's direction. Share repurchases by the Issuer, which increased the Reporting Persons' percentage ownership, generally benefit shareholders by reducing the share count.
• Company (Goosehead Insurance, Inc.): The Tax Receivable Agreement creates a future financial obligation for the company to its pre-IPO members. The ability to exchange Class B for Class A shares provides a clear path for capital structure simplification.

Next Steps

• The Reporting Persons may consider acquiring additional securities or disposing of current holdings in the future.
• The Reporting Persons may formulate plans or make formal proposals to the board of directors or other stockholders regarding their investment.

Key Dates

Recommendation

The filing primarily updates beneficial ownership information and details routine insider transactions and family trust transfers. While significant insider ownership is generally positive, indicating alignment of interests, there are no new material strategic or operational developments disclosed that would warrant a change from a 'hold' position. The minor insider selling by one family member is offset by purchases by another and the overall increase in percentage ownership due to company repurchases.

Keywords

Goosehead Insurance, Schedule 13D, Beneficial Ownership, Insider Holdings, Mark E. Jones, Class A Common Stock, Class B Common Stock, Voting Agreement, Share Repurchase, Family Trusts, Corporate Governance, SEC Filing