gshd-20250416FALSE000172697800017269782025-04-172025-04-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 16, 2025
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Goosehead Insurance, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 001-38466 | | 82-3886022 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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1500 Solana Boulevard, Ste. 4500
Westlake, Texas 76262
(Address of Principal Executive Offices, and Zip Code)
214-838-5500
Registrant’s Telephone Number, Including Area Code
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, par value $.01 per share | GSHD | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 16, 2025, Bill Wade was appointed to Goosehead Insurance, Inc.’s (the “Company”) Board of Directors (the “Board”). The Board has determined that Mr. Wade is independent in accordance with applicable NASDAQ Global Select Market rules and the Company's corporate governance guidelines.
Mr. Wade has over 25 years of experience as a senior partner and consultant at Bain & Company, and brings deep expertise in leveraging emerging technologies, particularly artificial intelligence (AI), to fuel innovation, operational efficiency, and transformational growth. Mr. Wade holds an MBA from Harvard Business School, where he was a Baker Scholar and Siebel Scholar, and bachelor’s and master’s degrees in accounting from Brigham Young University.
There are no arrangements or understandings between Mr. Wade and any other person pursuant to which Mr. Wade was selected as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Wade has any direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Mr. Wade will also enter into the Company’s standard indemnification and restrictive covenant agreements for directors and executive officers.
Item 7.01 Regulation FD Disclosure.
On April 17, 2025, the Company issued a press release announcing the appointment of Mr. Wade to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
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| | Press Release issued by Goosehead Insurance, Inc. dated April 17, 2025 |
| 104 | | Cover Page Interactive Data File (Formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | GOOSEHEAD INSURANCE, INC. |
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| By: | /s/ Mark K. Miller |
| | Mark K. Miller President and Chief Executive Officer |
Goosehead Insurance Appoints Bill Wade to Board of Directors
Wade Brings Proven Expertise in AI-Driven Innovation and Scalable Tech-Enabled Growth
Westlake, TX - April 17, 2025 - Goosehead Insurance (NASDAQ: GSHD), a leader in personal lines insurance distribution, is proud to announce the appointment of Bill Wade to its Board of Directors. Wade, with over 25 years of experience as a senior partner and consultant at Bain & Company, brings deep expertise in leveraging emerging technologies, particularly artificial intelligence (AI), to fuel innovation, operational efficiency, and transformational growth.
Throughout his career, Wade has been at the forefront of integrating digital strategies to help companies and private equity firms optimize performance and achieve scalable, tech-enabled growth. His work includes implementing AI-powered analytics, driving digital transformation, and designing agile operating models that deliver extraordinary results. Wade’s forward-thinking approach positions him as an ideal partner for Goosehead’s aggressive technology-driven expansion.
"We are thrilled to welcome Bill to our Board," said Mark E. Jones, Co-Founder and Executive Chairman of Goosehead. "Bill's proven success in leveraging technology to drive transformational growth is exactly what we need as we aggressively invest to win the tech race in the insurance industry. Technology is the battleground, and we already have a substantial lead—our goal is to extend it and secure our place as the top distributor of personal lines insurance in the U.S. in my lifetime. Bill’s expertise, vision, and strong existing relationships with several board members make him an invaluable addition to our team."
"Bill’s addition to our Board is a pivotal moment in our journey to transform the insurance industry through bold innovation and cutting-edge technology," said Mark Miller, CEO of Goosehead Insurance. "With his expertise in AI and digital transformation, we are positioned to break new ground, elevate client experiences, and strengthen our leadership in the industry. Together, we’ll push boundaries and turn ambitious goals into measurable achievements."
Wade holds an MBA from Harvard Business School, where he was a Baker Scholar and Siebel Scholar, and bachelor's and master’s degrees in accountancy from Brigham Young University.
"Goosehead has already disrupted the personal lines insurance space with its client-first, tech-driven approach," said Wade. "The company’s commitment to AI and advanced technology solutions creates a unique opportunity to redefine scalability and client value in the industry. I’m thrilled to join the Board and contribute to shaping the next chapter of Goosehead’s growth."
Founded in 2003, Goosehead Insurance has prioritized innovation with technology and human capital, becoming a leader in personal lines insurance. This focus aligns perfectly with Wade’s expertise.
About Goosehead
Goosehead (NASDAQ: GSHD) is a rapidly growing and innovative independent personal lines insurance agency that distributes its products and services through corporate and franchise locations throughout the United States. Goosehead was founded on the premise that the consumer should be at the center of our universe and that everything we do should be directed at providing extraordinary value by offering broad product choice and a world-class service experience. Goosehead represents over 200 insurance companies that underwrite personal and commercial lines. For more information, please visit goosehead.com or goosehead.com/become-a-franchisee.
Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Goosehead’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Goosehead’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, conditions impacting insurance carriers or other parties with which Goosehead does business, the loss of one or more key executives or an inability to attract and retain qualified personnel and the failure to attract and retain highly qualified franchisees. These risks and uncertainties also include, but are not limited to, those described under the captions “1A. Risk Factors” in Goosehead’s Annual Report on Form 10-K for the year ended December 31, 2024 and in Goosehead’s other filings with the SEC, which are available free of charge on the Securities Exchange Commission's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-
looking statements attributable to Goosehead or to persons acting on behalf of Goosehead are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Goosehead does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.
Contacts
Investor Contact:
Dan Farrell
Goosehead Insurance - VP Capital Markets
Phone: (214) 838-5290
PR Contact:
Mission North for Goosehead Insurance