Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

On September [22], 2025, the Board of Directors (the "Board") of JFB Construction Holdings (the "Company") appointed Bill Dyer to serve as Chief Operating Officer of the Company, effective as of September [22], 2025.

Mr. Dyer has over 30 years of significant and progressive experience in the development and construction industry, coupled with a strong foundation in real estate development, civil engineering, and general contracting. Previously, he had been involved in 5 real estate and construction industry holding positions including Owner, Vice President, and Senior Vice President. From 2019 through 2025, Mr. Dyer was the Senior Vice President for Pace Properties, Inc., a Commercial Real Estate company. From 2009 to 2011, he was Owner for Dyer Engineering, Inc., a company involved in Civil Contracting and Underground Utility Construction. From 2005 to 2009, he was Vice President of Phoenix Realty Advisors, Inc., a Real Estate Development company that focused on company owner development projects.

In connection with his appointment as Chief Operating Officer, on September 22, 2025, Mr. Dyer entered into an employment agreement with the Company (the "Employment Agreement"). Pursuant to the Employment Agreement, the Company agreed to pay Mr. Dyer an annual base salary of $275,000 per year, stock options and an annual bonus of $25,000 for meeting certain targets for the fiscal year 2025.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein by reference as if fully set forth herein.

There are no arrangements or understandings between Mr. Dyer and any other person pursuant to which he was appointed as Chief Operating Officer of the Company. There are no family relationships between Mr. Dyer and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.