|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 42)*
|
GOOSEHEAD INSURANCE, INC. (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
38267D109 (CUSIP Number) |
Mark E. Jones 1500 Solana Blvd, Building 4 Suite 4500 Westlake, TX, 76262 2148385500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Mark E. Jones | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,957,869.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Robyn Jones | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
254,146.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The Mark & Robyn Jones Descendants Trust 2014 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,214,372.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The Lanni Elaine Romney Family Trust 2014 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
264,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The Lindy Jean Langston Family Trust 2014 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
282,734.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The Camille LaVaun Peterson Family Trust 2014 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
275,434.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The Desiree Robyn Coleman Family Trust 2014 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
276,834.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The Adrienne Morgan Jones Family Trust 2014 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
282,734.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The Mark Evan Jones, Jr. Family Trust 2014 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
282,734.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Serena Jones | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
367,822.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Lanni Romney | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
180,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Lindy Langston | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
200,079.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Camille Peterson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
255,019.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Desiree Coleman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Adrienne Jones | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
285,027.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Mark E. Jones, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
463,251.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
P. Ryan Langston | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
123,499.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
SLJ Dynasty Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
151,246.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Jones 2020 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
82,005.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Lindy Langston Spousal Lifetime Access Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
80,270.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Lanni Romney Spousal Lifetime Access Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,704.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Nathan Scott Romney | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Nathan Romney 2021 Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
82,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Ryan Langston 2021 Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
The CP Descendants' Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
101,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Chick & The Bear Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
63,530.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
SLJ 2023 Grantor Retained Annuity Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
SLJ 2025 Grantor Retained Annuity Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
114,777.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Alexandra Nicole Rogers Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,788.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Benjamin Douglas Jones Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,788.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Brendan Scot Jones Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,787.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Emily Marie Jones Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,787.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 38267D109 |
| 1 |
Name of reporting person
Joshua Thomas Jones Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,787.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE |
| (b) | Name of Issuer:
GOOSEHEAD INSURANCE, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
1500 Solana Blvd, Building 4, Suite 4500, Westlake,
TEXAS
, 76262. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D/A is being filed pursuant to joint filing agreements filed as Exhibit 1, Exhibit 1.1, Exhibit 1.2, Exhibit 1.3, Exhibit 1.4, and Exhibit 1.5 hereto by (1) Mark E. Jones; (2) Robyn Jones; (3) The Mark & Robyn Jones Descendants Trust 2014; (4) The Lanni Elaine Romney Family Trust 2014; (5) The Lindy Jean Langston Family Trust 2014; (6) The Camille LaVaun Peterson Family Trust 2014; (7) The Desiree Robyn Coleman Family Trust 2014; (8) The Adrienne Morgan Jones Family Trust 2014; (9) The Mark Evan Jones, Jr. Family Trust 2014; (10) Serena Jones; (11) Lanni Romney; (12) Lindy Langston; (13) Camille Peterson; (14) Desiree Coleman; (15) Adrienne Jones; (16) Mark E. Jones, Jr.; (17) P. Ryan Langston; (18) SLJ Dynasty Trust; (19) Jones 2020 Irrevocable Trust; (20) Lindy Langston Spousal Lifetime Access Trust; (21) Lanni Romney Spousal Lifetime Access Trust; (22) Nathan Romney; (23) The CP Descendants' Trust; (24) Nathan Romney 2021 Family Trust; (25) Ryan Langston 2021 Family Trust; (26) Chick & The Bear Irrevocable Trust; (27) SLJ 2023 Grantor Retained Annuity Trust; (28) SLJ 2025 Grantor Retained Annuity Trust; (29) Alexandra Nicole Rogers Trust; (30) Benjamin Douglas Jones Trust; (31) Brendan Scot Jones Trust; (32) Emily Marie Jones Trust; and (33) Joshua Thomas Jones Trust. The foregoing entities and persons are referred to collectively as the "Reporting Persons."
In connection with the closing of the Issuer's initial public offering (the "IPO") of the Issuer's Class A Common Stock, the Issuer effected certain reorganization transactions. The Issuer entered into an amended and restated limited liability company agreement with the continuing members of Goosehead Financial, LLC, a Delaware limited liability company ("Goosehead Financial"), pursuant to which such members and their permitted transferees will be entitled to exchange their shares of Class B common stock of the Issuer, par value $0.01 per share (the "Class B Common Stock"), together with an equal number of limited liability company units ("LLC Units") in Goosehead Financial, for an equal number of shares of the Issuer's Class A Common Stock.
Pursuant to a Voting Agreement dated as of May 1, 2018, as amended and restated on August 6, 2019, June 12, 2020, and September 18, 2020 by and among the Issuer and the Reporting Persons (the "First Voting Agreement") and a Voting Agreement dated as of February 24, 2021 (the "Second Voting Agreement" and together with the First Voting Agreement, the "Voting Agreements"), the Reporting Persons have agreed to vote all shares of the Issuer's voting stock, including the Class A Common Stock and Class B Common Stock, then held by them together on all matters submitted to the Issuer's common stockholders in the manner referred to under Item 6 below and in Exhibit 5 and Exhibit 5.1 respectively. The Issuer's Class A Common Stock and Class B Common Stock vote together as a single class on substantially all matters submitted to the stockholders of the Issuer for approval. The Class A Common Stock carries one vote per share, and the Class B Common Stock currently carries one vote per share. |
| (b) | The business address of each of the Reporting Persons is c/o the Issuer, 1500 Solana Blvd, Building 4, Suite 4500, Westlake, Texas 76262. |
| (c) | Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation: (1) Mark E. Jones, Executive Chairman, Director; (2) Robyn Jones, Vice Chairman, Director; (3) Mark E. Jones, Jr., Chief Financial Officer and Chief Operating Officer; (4) P. Ryan Langston, Special Advisor to the Board of Directors; (5) Serena Jones, Administrative Service Agent, Retired; (6) Lanni Romney, Attorney (not at Issuer); (7) Camille Peterson, Entrepreneur (not at Issuer); (8) Lindy Langston, Attorney (not at Issuer); (9) Adrienne Jones, Dentist (not at Issuer); (10) Desiree Coleman, Investor (not at Issuer); and (11) Nathan Romney, Dentist (not at Issuer). |
| (d) | None of the Reporting Persons has been convicted in a criminal proceeding during the last five years. |
| (e) | None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years. |
| (f) | Each natural person identified in this Item 2, other than Serena Jones, is a citizen of the United States. Serena Jones is a citizen of Canada. Each filing entity identified in this Item 2 is organized under the laws of Texas. |
| Item 3. | Source and Amount of Funds or Other Consideration |
At the closing of the IPO of the Issuer's Class A Common Stock, the Issuer entered into an amended and restated limited liability company agreement with the continuing members of Goosehead Financial pursuant to which such members and their permitted transferees are entitled to exchange their LLC Units in Goosehead Financial, together with an equal number of shares of Class B Common Stock (together with an equal number of LLC Units in Goosehead Financial) for an equal number of shares of the Issuer's Class A Common Stock.
On May 1, 2018, the Issuer issued shares of Class A Common Stock, in the quantities set forth in the table in Item 5 of the Schedule 13D filed on behalf of the Reporting Persons on May 10, 2018, as consideration to purchase indirect ownership interests in Goosehead Management, LLC, a Delaware limited liability company, and Texas Wasatch Insurance Holdings Group, LLC from certain historical owners thereof, including those indicated above, at a price equivalent to $10.00 per share of Class A Common Stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired, and presently hold, Class A Common Stock and Class B Common Stock for investment purposes. Each Reporting Person has signed and is a party to the Voting Agreements described in Item 2 above.
Except as otherwise described herein and Rule 10b5-1 Trading Plans, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open markets, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Exhibit A, incorporated herein by reference. |
| (b) | See Exhibit A, incorporated herein by reference. |
| (c) | See Exhibit A, incorporated herein by reference. |
| (d) | Other than as described herein and the beneficiaries of trusts that hold shares of Class A or Class B Common Stock reported herein, no other person is known to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock beneficially owned by members of the group. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
In connection with the closing of the IPO, the Issuer effectuated certain reorganization transactions pursuant to which existing members of Goosehead Financial, including the Reporting Persons, obtained beneficial ownership of shares of Class B Common Stock.
Pursuant to the Amended and Restated Limited Liability Company Agreement of Goosehead Financial dated as of May 1, 2018 (the "Goosehead Financial LLC Agreement"), the Reporting Persons may exchange each share of Class B Common Stock (together with an LLC Unit of Goosehead Financial) for a share of Class A Common Stock on a one-for-one basis. When a share of Class B Common Stock is exchanged for a share of Class A Common Stock, a corresponding share of the Issuer's Class B Common Stock will automatically be redeemed by the Issuer at par value and canceled. When a share of Class B Common Stock is exchanged for a share of Class A Common Stock, it will not be available for reissuance by the Issuer. See Exhibit 2.
Pursuant to a registration rights agreement entered into by and among the Issuer and certain holders of shares of Class B Common Stock, at any time after the expiration of the lock-up period described below, such holders can require the Issuer to register for resale under the Securities Act of 1933, as amended, the shares of Class A Common Stock issued upon exchange of the shares of Class B Common Stock, subject to specified limitations. The registration rights agreement also provides for customary piggyback rights. See Exhibit 3.
The Issuer entered into a tax receivable agreement with the pre-IPO members of Goosehead Financial effective as of the closing of the IPO that provides for the payment by the Issuer to such members of Goosehead Financial of 85% of the amount of tax benefits, if any, that the Issuer actually realizes (or in some circumstances is deemed to realize) as a result of increases in tax basis (and certain other tax benefits) resulting from purchases or exchanges of membership units of Goosehead Financial. See Exhibit 4.
The Reporting Persons have entered into the Voting Agreements pursuant to which they agreed to vote all their shares of voting stock, including Class A Common Stock and Class B Common Stock, together and in accordance with the instructions of Mark E. Jones on any matter submitted to the common stockholders of the Issuer for a vote. Under the Voting Agreements, the Reporting Persons have given an irrevocable proxy, coupled with an interest, to Mark E. Jones to vote such Reporting Person's shares of Class A Common Stock and Class B Common Stock. If, for reasons of death, legal incapacity or any other cause, Mark E. Jones is unable to vote or exercise his right to vote, then the Reporting Persons agreed to vote in the manner directed by the Robyn Jones in connection with any such vote. If, for reasons of death, legal incapacity or any other cause, Mark E. Jones and Robyn Jones are unable to vote or exercise their respective rights to vote, then the Reporting Persons agreed to vote in the manner directed by both Ryan Langston and Mark Jones, Jr. in connection with any such vote. See Exhibit 5 (the First Voting Agreement) and Exhibit 5.1 (the Second Voting Agreement).
The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Goosehead Financial LLC Agreement, registration rights agreement, form of lock-up agreement, tax receivable agreement and Voting Agreements, filed herewith as Exhibits 2, 3, 4, 5 and 5.1 respectively and incorporated herein by reference.
Other than the matters disclosed in this Schedule 13D/A, none of the Reporting Persons is party to any contracts, arrangements, understandings, or relationships herein respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 99.1 of the statement on Schedule 13D/A filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)
Exhibit 1.1 Joint Filing Agreement as required by Rule 13-d-1(k)(1) under the Securities Exchange Act of 1934
Exhibit 1.2 Joint Filing Agreement as required by Rule 13-d-a(k)(1) under the Securities Exchange Act of 1934
Exhibit 1.3 Joint Filing Agreement as required by Rule 13-d-a(k)(1) under the Securities Exchange Act of 1934
Exhibit 1.4 Joint Filing Agreement as required by Rule 13-d-a(k)(1) under the Securities Exchange Act of 1934
Exhibit 1.5 Joint Filing Agreement as required by Rule 13-d-a(k)(1) under the Securities Exchange Act of 1934
Exhibit 2 Amended and Restated Limited Liability Company Agreement of Goosehead Financial, LLC (incorporated by reference to Exhibit 2 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 3 Registration Rights Agreement (incorporated by reference to Exhibit 3 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 4 Tax Receivable Agreement (incorporated by reference to Exhibit 5 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 5 Amended and Restated Voting Agreement (incorporated by reference to Exhibit 5 of the statement of Schedule 13D/A filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)
Exhibit 5.1 Second Voting Agreement
Exhibit 24.1 Power of Attorney for Robyn Jones (incorporated by reference to Exhibit 24.1 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.2 Power of Attorney for The Mark and Robyn Jones Descendants Trust 2014 (incorporated by reference to Exhibit 24.2 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.3 Power of Attorney for The Lanni Elaine Romney Family Trust 2014 (incorporated by reference to Exhibit 24.3 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.4 Power of Attorney for The Lindy Jean Langston Family Trust 2014 (incorporated by reference to Exhibit 24.4 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.5 Power of Attorney for The Camille LaVaun Peterson Family Trust 2014 (incorporated by reference to Exhibit 24.5 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.6 Power of Attorney for The Desiree Robyn Coleman Family Trust 2014 (incorporated by reference to Exhibit 24.6 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.7 Power of Attorney for The Adrienne Morgan Jones Family Trust 2014 (incorporated by reference to Exhibit 24.7 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.8 Power of Attorney for The Mark Evan Jones, Jr. Family Trust 2014 (incorporated by reference to Exhibit 24.8 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.9 Power of Attorney for Serena Jones (incorporated by reference to Exhibit 24.9 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.10 Power of Attorney for Lanni Romney (incorporated by reference to Exhibit 24.10 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.11 Power of Attorney for Lindy Langston (incorporated by reference to Exhibit 24.11 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.12 Power of Attorney for Camille Peterson (incorporated by reference to Exhibit 24.12 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.13 Power of Attorney for Desiree Coleman (incorporated by reference to Exhibit 24.13 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.14 Power of Attorney for Adrienne Jones (incorporated by reference to Exhibit 24.14 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.15 Power of Attorney for Mark E. Jones, Jr. (incorporated by reference to Exhibit 24.15 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)
Exhibit 24.16 Power of Attorney for Ryan Langston (incorporated by reference to Exhibit 24.16 of the statement on Schedule 13DA filed on behalf of the Reporting Persons with the Securities and Exchange Commission on August 6, 2019)
Exhibit 24.17 Power of Attorney for the Jones 2020 Irrevocable Trust (incorporated by reference to Exhibit 24.31 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.18 Power of Attorney for the SLJ Dynasty Trust (incorporated by reference to Exhibit 24.32 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.19 Power of Attorney for the Lindy Langston Spousal Lifetime Access Trust (incorporated by reference to Exhibit 24.33 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.20 Power of Attorney for Lanni Romney Spousal Lifetime Access Trust (incorporated by reference to Exhibit 24.34 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.21 Power of Attorney for Nathan Romney (incorporated by reference to Exhibit 24.35 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.22 Power of Attorney for the Nathan Romney 2021 Family Trust (incorporated by reference to Exhibit 24.36 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.23 Power of Attorney for the Ryan Langston 2021 Family Trust(incorporated by reference to Exhibit 24.37 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.24 Power of Attorney for the CP Descendants' Trust (incorporated by reference to Exhibit 24.38 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 24, 2021)
Exhibit 24.25 Power of Attorney for the Chick & The Bear Irrevocable Trust (incorporated by reference to Exhibit 24.25 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on August 4, 2022)
Exhibit 24.26 Power of Attorney for the SLJ 2023 Grantor Retained Annuity Trust (incorporated by reference to Exhibit 24.26 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on August 31, 2023)
Exhibit 24.27 Power of Attorney for the Alexandra Nicole Rogers Trust, the Benjamin Douglas Jones Trust, the Brendan Scot Jones Trust, the Emily Marie Jones Trust, and the Joshua Thomas Jones Trust
Exhibit 24.28 Power of Attorney for the SLJ 2025 Grantor Retained Annuity Trust
Exhibit A Aggregate Number and Percentage of the Class of Securities and Transaction Description |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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JOINT FILING AGREEMENT August 22, 2025
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
The Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
MARK E. JONES
By: /s/ Mark E. Jones
[Signature Page to Joint Filing Agreement] | ||
BENJAMIN DOUGLAS JONES TRUST
By: /s/ Mark E. Jones
Name: Mark E. Jones
Title: Attorney-In-Fact
ALEXANDRA NICOLE ROGERS TRUST
By: /s/ Mark E. Jones
Name: Mark E. Jones
Title: Attorney-In-Fact
BRENDAN SCOT JONES TRUST
By: /s/ Mark E. Jones
Name: Mark E. Jones
Title: Attorney-In-Fact
JOSHUA THOMAS JONES TRUST
By: /s/ Mark E. Jones
Name: Mark E. Jones
Title: Attorney-In-Fact
EMILY MARIE JONES TRUST
By: /s/ Mark E. Jones
Name: Mark E. Jones
Title: Attorney-In-Fact
[Signature Page to Joint Filing Agreement] | ||
JOINT FILING AGREEMENT August 28, 2025
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
The Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
MARK E. JONES
By: /s/ Mark E. Jones
[Signature Page to Joint Filing Agreement] | ||
SLJ 2025 GRANTOR RETAINED ANNUITY TRUST
By: /s/ Mark E. Jones
Name: Mark E. Jones
Title: Attorney-In-Fact
[Signature Page to Joint Filing Agreement] | ||
LIMITED POWER OF ATTORNEY
August 22, 2025
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Mark E. Jones, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1.Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
2.Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3.Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1.This Limited Power of Attorney authorizes, but does not require, the attorney- in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information;
2.Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable;
3.Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and
4.This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
MARK E. JONES
By: /s/ Mark E. Jones
Benjamin Douglas Jones Trust
By: /s/ Serena Jones
Name: Serena Jones
Title: Trustee
Alexandra Nicole Rogers Trust
By: /s/ Serena Jones
Name: Serena Jones
Title: Trustee
Brendan Scot Jones Trust
By: /s/ Serena Jones
Name: Serena Jones
Title: Trustee
Joshua Thomas Jones Trust
By: /s/ Serena Jones
Name: Serena Jones
[Signature Page to Limited Power of Attorney] | ||
Title: Trustee
Emily Marie Jones Trust
By: /s/ Serena Jones
Name: Serena Jones
Title: Trustee
[Signature Page to Limited Power of Attorney] | ||
LIMITED POWER OF ATTORNEY
August 26, 2025
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Mark E. Jones, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1.Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
2.Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3.Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1.This Limited Power of Attorney authorizes, but does not require, the attorney- in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information;
2.Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable;
3.Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and
4.This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
MARK E. JONES
By: /s/ Mark E. Jones
SLJ 2025 Grantor Retained Annuity Trust
By: /s/ Serena Jones
Name: Serena Jones
Title: Trustee
[Signature Page to Limited Power of Attorney] | ||
Exhibit A
Item 5. Interest in Securities of the Issuer
(a) and (b) The Reporting Persons as of February 25, 2026, (i) 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 and (ii) beneficially own, calculated in accordance with Rule 13d-3, 35.1% of the Issuer’s Class A Common Stock, based on the percentage that would be held by the Reporting Persons if they fully converted their shares of Class B Common Stock into shares of Class A Common Stock and no other holders of Class B Common Stock converted their shares of Class B Common Stock. The percentages reported below and in Box 13 above for each Reporting Person reflect such beneficial ownership for each such Reporting Person. The increase in the Reporting Persons’ percentage ownership since the filing of Amendment No. 41 is primarily the result of repurchases of Class A Common Stock by the Issuer, which reduced the number of shares outstanding, and not due to acquisitions of additional shares by the Reporting Persons, except as described in Item 5(c) below.
Reporting Person | Number of Shares of Class A Common Stock Owned(1) | Percentage of Class A Common Stock Outstanding(2) | |||||||||||||||
| Mark E. Jones | 878,534 | (3) | 2.4 | % | |||||||||||||
| Robyn Jones | 254,146 | (4) | 0.7 | % | |||||||||||||
| The Mark & Robyn Jones Descendants Trust 2014 | 7,214,372 | 19.6 | % | ||||||||||||||
| The Lanni Elaine Romney Family Trust 2014 | 264,534 | 0.7 | % | ||||||||||||||
| The Lindy Jean Langston Family Trust 2014 | 282,734 | 0.8 | % | ||||||||||||||
| The Camille LaVaun Peterson Family Trust 2014 | 275,434 | 0.7 | % | ||||||||||||||
| The Desiree Robyn Coleman Family Trust 2014 | 276,834 | 0.8 | % | ||||||||||||||
| The Adrienne Morgan Jones Family Trust 2014 | 282,734 | 0.8 | % | ||||||||||||||
| The Mark Evan Jones, Jr. Family Trust 2014 | 282,734 | 0.8 | % | ||||||||||||||
| Serena Jones | 367,822 | 1.0 | % | ||||||||||||||
| Lanni Romney | 180,291 | 0.5 | % | ||||||||||||||
| Lindy Langston | 200,079 | 0.5 | % | ||||||||||||||
| Camille Peterson | 255,019 | 0.7 | % | ||||||||||||||
| Desiree Coleman | 200,000 | 0.5 | % | ||||||||||||||
| Adrienne Jones | 285,027 | 0.8 | % | ||||||||||||||
| Mark E. Jones, Jr. | 463,251 | (5) | 1.3 | % | |||||||||||||
| P. Ryan Langston | 123,499 | (6) | 0.3 | % | |||||||||||||
| SLJ Dynasty Trust | 151,246 | 0.4 | % | ||||||||||||||
| Jones 2020 Irrevocable Trust | 82,005 | 0.2 | % | ||||||||||||||
| Lindy Langston Spousal Lifetime Access Trust | 80,270 | 0.2 | % | ||||||||||||||
| Lanni Romney Spousal Lifetime Access Trust | 73,704 | 0.2 | % | ||||||||||||||
| Nathan Romney | 5 | — | % | ||||||||||||||
| The CP Descendants' Trust | 101,351 | 0.3 | % | ||||||||||||||
| Ryan Langston 2021 Family Trust | 72,500 | 0.2 | % | ||||||||||||||
| Nathan Romney 2021 Family Trust | 82,500 | 0.2 | % | ||||||||||||||
| Chick & The Bear Irrevocable Trust | 63,530 | 0.2 | % | ||||||||||||||
| SLJ 2023 Grantor Retained Annuity Trust | — | — | % | ||||||||||||||
| SLJ 2025 Grantor Retained Annuity Trust | 114,777 | 0.3 | % | ||||||||||||||
| Alexandra Nicole Rogers Trust | 9,788 | — | % | ||||||||||||||
| Benjamin Douglas Jones Trust | 9,788 | — | % | ||||||||||||||
| Brendan Scot Jones Trust | 9,787 | — | % | ||||||||||||||
| Emily Marie Jones Trust | 9,787 | — | % | ||||||||||||||
| Joshua Thomas Jones Trust | 9,787 | — | % | ||||||||||||||
(1) Each Reporting Person has shared power to vote or dispose all shares listed pursuant to the Voting Agreements described herein except for the shares listed for Mark E. Jones for which he has the sole power to vote or dispose.
(2) Based on the number of shares of Class A Common Stock (24,067,975) issued and outstanding as of February 25, 2026, the date of this report, and assuming all outstanding shares of Class B Common Stock (together with an equal number of LLC Units in Goosehead Financial) beneficially owned by the Reporting Persons (and excluding, for the avoidance of doubt, shares of Class B Common Stock owned by other persons) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
(3) Includes 657,334 shares of Class A Common Stock issuable upon exercise of options that have vested or will vest within 60 days.
(4) Includes 50,232 shares of Class A Common Stock issuable upon exercise of options that have vested or will vest within 60 days.
(5) Includes 243,334 shares of Class A Common Stock issuable upon exercise of options that have vested or will vest within 60 days.
(6) Includes 118,494 shares of Class A Common Stock issuable upon exercise of options that have vested or will vest within 60 days.
(c) Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, Adrienne Jones converted shares of Class B Common Stock into shares of Class A Common Stock which were promptly sold:
| Date | Number of Shares of Class A Common Stock Sold | Weighted Average Price Per Share | ||||||||||||
| 08/19/2025 | 3,000 | $86.30 | ||||||||||||
Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, SLJ 2023 Grantor Retained Annuity Trust transferred shares of Class B Common Stock to the Alexandra Nicole Rogers Trust:
| Date | Number of Shares of Class B Common Stock Transferred | Weighted Average Price Per Share | ||||||||||||
| 08/22/2025 | 9,788 | $0.00 | ||||||||||||
Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, SLJ 2023 Grantor Retained Annuity Trust transferred shares of Class B Common Stock to the Benjamin Douglas Jones Trust:
| Date | Number of Shares of Class B Common Stock Transferred | Weighted Average Price Per Share | ||||||||||||
| 08/22/2025 | 9,788 | $0.00 | ||||||||||||
Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, SLJ 2023 Grantor Retained Annuity Trust transferred shares of Class B Common Stock to the Brendan Scot Jones Trust:
| Date | Number of Shares of Class B Common Stock Transferred | Weighted Average Price Per Share | ||||||||||||
| 08/22/2025 | 9,787 | $0.00 | ||||||||||||
Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, SLJ 2023 Grantor Retained Annuity Trust transferred shares of Class B Common Stock to the Emily Marie Jones Trust:
| Date | Number of Shares of Class B Common Stock Transferred | Weighted Average Price Per Share | ||||||||||||
| 08/22/2025 | 9,787 | $0.00 | ||||||||||||
Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, SLJ 2023 Grantor Retained Annuity Trust transferred shares of Class B Common Stock to the Joshua Thomas Jones Trust:
| Date | Number of Shares of Class B Common Stock Transferred | Weighted Average Price Per Share | ||||||||||||
| 08/22/2025 | 9,787 | $0.00 | ||||||||||||
Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, SLJ 2023 Grantor Retained Annuity Trust transferred shares of Class B Common Stock to the SLJ 2025 Grantor Retained Annuity Trust:
| Date | Number of Shares of Class B Common Stock Transferred | Weighted Average Price Per Share | ||||||||||||
| 08/28/2025 | 114,777 | $0.00 | ||||||||||||
Between August 16, 2025 (the date following the most recent Schedule 13D/A filed by the Reporting Persons) and February 25, 2026, Mark E. Jones, Jr. purchased shares of Class A Common Stock:
| Date | Number of Shares of Class A Common Stock Purchased | Weighted Average Price Per Share | ||||||||||||
| 10/27/2025 | 7 | $74.45 | ||||||||||||
| 10/27/2025 | 866 | $74.44 | ||||||||||||