DEF 14A of Forestar Group Inc., Dec 16, 2025

DEF 14A of Forestar Group Inc.

Filed Dec 16, 2025 · FY20250001628280-25-057287

Open on EDGAR

  1. WHO CAN ATTEND AND VOTE

    | | Page | | Fiscal 2025 Outstanding Equity Awards | 38 | | Fiscal 2025 Stock Vested | 40 | | Nonqualified Deferred Compensation Plans | 40 | | Potential Payments Upon Termination or Change in Control | 42 | | Securities Authorized for Issuance under Equity Compensation Plans | 44 | | CEO PAY RATIO | 45 | | PAY VERSUS PERFORMANCE | 46 | | AUDIT COMMITTEE REPORT | 50 | | PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 51 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 52 | | Management | 52 | | Certain Other Beneficial Owners | 53 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 | | Related Party Transaction Policy | 54 | | Stockholder’s Agreement | 55 | | Master Supply Agreement | 56 | | Shared Services Agreement | 57 | | Tax Sharing Agreement | 57 | | Related Party Transactions | 58 | | GENERAL INFORMATION | 60 | | Time, Place and Purposes of Meeting | 60 | | Record Date | 60 | | Stockholders Sharing the Same Address | 60 | | Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner | 60 | | Voting Your Shares | 61 | | Voting in Person at the Annual Meeting | 62 | | How You Can Change or Revoke Your Vote | 62 | | Quorum | 62 | | Abstentions | 63 | | Broker Non-Votes | 63 | | Required Votes | 63 | | Proxy Solicitation | 64 | | DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS | 65 | | Voting Questions or Assistance | 65 | | Electronic Delivery of Proxy Materials | 65 | | REQUESTING DOCUMENTS FROM THE COMPANY | 66 | | OTHER MATTERS | 67 |

  2. Proposal No. 1 – Election of Directors

    Proposal No. 1 – Election of Directors Our Board of Directors (the "Board") currently consists of seven directors, all of whom are up for re-election at the 2026 Annual Meeting. Six of our directors were elected by our stockholders at the 2025 Annual Meeting. Mr. Oxley was appointed to the Board in April 2025. Each of the seven directors, if elected at the 2026 Annual Meeting, will serve until the 2027 Annual Meeting and until his or her successor has been elected and qualified. The Nominating and Governance Committee recommended our seven directors as director nominees to the Board of Directors, each of whom is listed under the heading "Director Nominees" on page 6. After review and consideration by the Board of Directors, as recommended by the Nominating and Governance Committee, the Board nominated the following seven nominees for election to our Board of Directors:

  3. Proposal No. 1 – Election of Directors

    | • | Donald J. Tomnitz | • | Anthony W. Oxley | | • | Kellie L. Fischer | • | Elizabeth (Betsy) Parmer | | • | Samuel R. Fuller | • | George W. Seagraves, II | | • | Lisa H. Jamieson | | |

  4. Proposal No. 1 – Election of Directors

    | The Board of Directors Unanimously Recommends that Stockholders Vote "FOR" Each of our Seven Nominees for Director. |

  5. Selection of Director Nominees

    Selection of Director Nominees Ms. Kellie L. Fischer, Mr. Samuel R. Fuller, Ms. Lisa H. Jamieson, Mr. Anthony W. Oxley, Ms. Elizabeth (Betsy) Parmer, Mr. George W. Seagraves, II, and Mr. Donald J. Tomnitz are standing for election as directors to serve until the 2027 Annual Meeting, or until their replacements are duly elected and meet all requirements. All nominees are presently serving as directors. After reviewing their qualifications, the Nominating and Governance Committee recommended them as nominees to the full Board, and the full Board subsequently voted unanimously to recommend them to the stockholders as nominees. Mr. Fuller, Ms. Parmer, Mr. Seagraves and Mr. Tomnitz were designated by D.R. Horton for nomination as directors. Ms. Fischer, Ms. Jamieson and Mr. Oxley were each designated as a Non-Stockholder Designee under the Stockholder's Agreement with D.R. Horton (as described below) for nomination as directors. We did not pay a fee to any third party to identify, evaluate or assist in identifying potential nominees in fiscal 2025. Each of the nominees has consented to be named in this Proxy Statement and to serve if elected. If any nominee becomes unable to serve, however, the persons named as proxies in the enclosed form of proxy intend to vote the shares represented by the proxy for the election of such other person or persons as may be nominated or designated by management, unless they are directed by the proxy to do otherwise. Unless you specify otherwise on your proxy, the persons named as proxies in such proxy intend to vote for the election of the nominees listed below to serve as directors.

  6. Director Qualifications

    Director Qualifications Our Nominating and Governance Committee is tasked with ensuring that the proper skills and experience are represented on our Board. Our Corporate Governance Guidelines, which are available on our website at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section, include a non-exclusive list of qualifications that should be considered when reviewing director candidates. The qualifications consider business experience, independence, an understanding of, reputation or experience relevant to our business, diversity of backgrounds and skills and other factors. We expect all our directors to possess the highest personal and professional ethics, integrity and values. We also expect our directors to be committed to the long-term interests of our stockholders as a whole. Additionally, we review the existing time commitments of director candidates to confirm that they do not have any obligations that would conflict with the time commitments of a director of the Company. The Nominating and Governance Committee seeks to recruit candidates who can contribute different perspectives to the Board, as the Nominating and Governance Committee recognizes the importance of having a broad range of backgrounds, education, experiences, expertise, perspectives and leadership skills.

  7. Stockholder’s Agreement

    Stockholder’s Agreement In October 2017, we became a majority-owned subsidiary of D.R. Horton, Inc. ("D.R. Horton") through a merger (the "Merger") and a controlled company under New York Stock Exchange ("NYSE") rules. As a controlled company, we are not required to have a majority of independent directors, an independent compensation committee, or an independent nominating committee. However, at this time, we intend to continue to maintain a majority of independent directors and both an independent compensation committee and nominating committee. In connection with the Merger, we entered into a Stockholder’s Agreement with D.R. Horton (as amended and restated on October 28, 2024, the "A&R Stockholder’s Agreement") that provides for certain Board and Board committee appointment rights. These provisions also appear in our Third Amended and Restated Certificate of Incorporation. Under the A&R Stockholder's Agreement, at all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, the Board will have five directors unless otherwise agreed in writing between us (as approved by a majority of our independent directors) and D.R. Horton. Additionally, D.R. Horton has the right to designate a number of directors equal to the percentage of our voting securities beneficially owned by D.R. Horton and its affiliates multiplied by the total number of directors that we would have if there were no vacancies, rounded up to the nearest whole number (and in any event not less than one). We and D.R. Horton have also each agreed to use reasonable best efforts to ensure to cause at least three directors to be considered "independent" under the rules of the SEC and under applicable listing standards. Following the approval process described above, our Board currently consists of seven directors, comprised of four individuals designated by D.R. Horton (which includes our Executive Chairman) and three individuals designated by the Nominating and Governance Committee, as the Non-Stockholder Designees (as defined in the A&R Stockholder's Agreement). For more information on the A&R Stockholder’s Agreement, see the section on "Certain Relationships and Related Party Transactions — Stockholder’s Agreement." Additional information regarding the A&R Stockholder’s Agreement, including a copy of the A&R Stockholder’s Agreement, can be found in our Current Report on Form 8-K filed with the SEC on November 1, 2024.

  8. Director Elections Standard and Resignation Policy

    Director Elections Standard and Resignation Policy Our amended and restated bylaws include a voting standard in uncontested elections of directors (as is the case for this annual meeting) of a majority of votes cast in the election. Under the majority of votes cast standard, a director nominee is elected if the number of votes cast "for" the nominee exceeds the number of votes cast "against" the nominee. In contested elections (that is, those in which the number of nominees exceeds the number of directors to be elected), the voting standard is a plurality of votes cast, which means the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Our Board of Directors also adopted a director resignation policy, which is set forth in the Corporate Governance Guidelines available at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section. This policy sets forth the procedures that will apply in the event that a director does not receive the requisite majority of votes cast "for" his or her election. In summary, an incumbent director nominee who fails to receive the required vote for election is required to tender his or her resignation to our Executive Chairman for consideration by the Nominating and Governance Committee of our Board of Directors. The Nominating and Governance Committee will consider the resignation and, within 45 days after the date of the stockholders meeting at which the election of directors occurred, will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will act on the Committee’s recommendation within 90 days after the date of the Annual Meeting of Stockholders. The director whose resignation is under consideration will not participate in the Committee or Board of Directors’ decision with respect to accepting or rejecting his or her resignation as director. If a resignation is not accepted by the Board of Directors, the director will continue to serve. If a resignation is accepted and there is a resulting vacancy on the Board of Directors, that vacancy can be filled by action of the Board. Following the Board’s decision on whether to accept or reject the resignation, we will publicly disclose the Board’s decision, together with an explanation of the process by which the decision was made and, if applicable, the Board’s reason(s) for rejecting the tendered resignation.

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | Donald J. Tomnitz | | | Executive Chairman Age 77 Director Since October 2017 Tenure •8 years | Principal Occupation and Other Information Donald J. Tomnitz has served as Executive Chairman of the Board of Forestar since October 2017. Prior to joining the Company, Mr. Tomnitz was a consultant to D.R. Horton from 2014 to 2017. From 1998 to 2014, Mr. Tomnitz was the Vice Chairman and Chief Executive Officer of D.R. Horton, after having served as its President, Executive Vice President and as President of D.R. Horton’s Homebuilding Division. Mr. Tomnitz also served on the Board of Directors of D.R. Horton until October 2014. Before joining D.R. Horton, Mr. Tomnitz was a Captain in the U.S. Army, a Vice President of Republic Bank of Dallas, N.A. and a Vice President of Crow Development Company, a Trammell Crow Company. Education Mr. Tomnitz holds a Bachelor of Arts in economics from Westminster College and a Master of Business Administration in finance from Western Illinois University. Qualifications Mr. Tomnitz has significant knowledge and experience in the real estate development and homebuilding industries, including public company chief executive officer experience. |

  11. Director Nominees

    | Kellie L. Fischer | | | Age 54 Independent Director Since October 2024 Board Committees •Audit •Compensation •Nominating and Governance Tenure •1 year | Principal Occupation and Other Information Kellie L. Fischer is the Executive Vice President and Chief Financial Officer of Rangers Baseball Express LLC (the "Rangers"), which is the holding company of the Texas Rangers baseball franchise, the Rangers' real estate development entities and REV Entertainment, LLC (an events and sports management company). Ms. Fischer has held this role since 2005 under two different ownership groups. From 1999 to 2005, Ms. Fischer served as Controller and Vice President of Finance of Southwest Sports Group LLC. Prior to joining the Rangers, Ms. Fischer worked in the audit division of PwC focusing primarily on publicly traded manufacturing clients. Education Ms. Fischer is a Certified Public Accountant in the State of Texas and holds a Bachelor of Business Administration degree in accounting from Baylor University. Qualifications Ms. Fischer brings expertise in accounting and financial reporting as well as management experience and business acumen. |

  12. Director Nominees

    | Samuel R. Fuller | | | Age 82 Independent Director Since October 2017 Board Committees •Audit (Chair) •Compensation •Nominating and Governance Tenure •8 years | Principal Occupation and Other Information Samuel R. Fuller retired in 2008, having obtained significant experience in accounting and financial roles through his employment with D.R. Horton from 1992 until his retirement. He served as Controller of D.R. Horton from 1995 until his promotion to Chief Financial Officer in 2000 and was a member of the Board of Directors from 2000 until 2003. Mr. Fuller was a Certified Public Accountant in New Mexico and Texas (retired status). Education Mr. Fuller holds a Bachelor of Arts degree in accounting from the University of Oregon and a Master of Business Administration in finance from the University of Texas at Arlington. Qualifications Mr. Fuller is an expert in accounting and financial reporting and has significant knowledge and experience in accounting, finance, and internal control over financial reporting in a public company environment. |

  13. Director Nominees

    | Lisa H. Jamieson | | | Age 65 Independent Director Since August 2019 Board Committees •Audit •Compensation (Chair) •Nominating and Governance Tenure: •6 years | Principal Occupation and Other Information Lisa H. Jamieson is a shareholder of Bourland, Wall and Wenzel, P.C., where she has been practicing law since 2018. Ms. Jamieson was a partner with the firm of Shannon, Gracey, Ratliff & Miller, LLP from 2008 until 2016. From 2016 to 2018, Ms. Jamieson was with the law firm of Pope, Hardwicke, Christie, Kelly & Taplett, LLP. Ms. Jamieson is experienced in all facets of estate planning and probate law, is Board Certified in Estate Planning and Probate Law by the Texas Board of Legal Specialization and was a Certified Public Accountant (retired status). Ms. Jamieson's practice includes sophisticated business and estate tax planning, administration of dependent and independent estates, guardianships for incapacitated adults and counseling and representing trustees. Education Ms. Jamieson holds a Bachelor of Business Administration degree in accounting from Texas A&M University and is a licensed attorney in Texas, having graduated from Baylor University School of Law. She is a Fellow in the American College of Trust and Estate Counsel and is a past President of the Tarrant County Probate Bar. Ms. Jamieson is a former Chair of the Real Estate, Probate and Trust Law Section of the State Bar of Texas, the largest section of the State Bar. She also has chaired the Guardianship Code Committee of the Section as well as Chair of the Jurisdiction Committee which revised the jurisdiction statutes of decedents' estates and guardianships. Qualifications Ms. Jamieson provides knowledge in the accounting field. She also provides senior leadership experience gained through her executive level positions held in several sections of the State Bar and her tenured experience in her law practice. Ms. Jamieson contributes her expertise in operational management and legal affairs to the Board. |

  14. Director Nominees

    | Anthony W. Oxley | | | Age 61 Director Since April 2025 Tenure •<1 Year | Principal Occupation and Other Information Anthony W. Oxley is President and Chief Executive Officer of Forestar, positions he has held since January 2024. From 2023 to 2024, Mr. Oxley served as D.R. Horton’s Senior Vice President – Business Development and oversaw all M&A activity and new market opportunities for start-up divisions. From 1998 to 2023, Mr. Oxley held a variety of senior leadership positions at D.R. Horton during his 25-year tenure, including Division President, Regional Operations Manager, City Manager, Regional Acquisitions Manager, and Business Development Manager. His responsibilities included land acquisition and development, land banking, homebuilding operations and day-to-day division management, along with oversight of property, technology and innovation investments. Prior to joining D.R. Horton, Mr. Oxley was a partner at the Atlanta-based law firm Hyatt & Stubblefield, P.C. Education Mr. Oxley holds a Bachelor's degree in history from the University of Northern Iowa and a Juris Doctor degree from Emory University. Qualifications Mr. Oxley brings over 25 years of leadership experience in the real estate development and homebuilding industries. His extensive operational and strategic background provides the Board with valuable expertise in business strategy, business operations, finance, accounting, risk oversight and corporate governance. |

  15. Director Nominees

    | Elizabeth (Betsy) Parmer | | | Age 58 Independent Director Since March 2023 Board Committees •Audit •Compensation •Nominating and Governance Tenure •2 years | Principal Occupation and Other Information Elizabeth (Betsy) Parmer is the founder and owner at the Law Offices of Elizabeth Parmer. She specializes in large estate divorces and high-conflict family law litigation with a background of ad valorem tax representation. Ms. Parmer has been practicing law for 30 years. Since 1995, she has been practicing at the Law Offices of Elizabeth Parmer. She currently serves as a board member for the charity organization Dayna's Footprints. Education Ms. Parmer holds a Bachelor of Arts in history from Yale University and a Juris Doctor degree from the University of Texas at Austin. Qualifications Ms. Parmer brings extensive legal experience, management expertise and other business acumen to the Board. |

  16. Director Nominees

    | George W. Seagraves, II | | | Age 67 Independent Director Since October 2024 Board Committees •Audit •Compensation •Nominating and Governance (Chair) Tenure •1 year | Principal Occupation and Other Information George W. Seagraves, II retired in 2015 after a 26-year career at D.R. Horton. Prior to his retirement, he most recently served as North Region President, a position he had held since October 2006. Prior to October 2006, Mr. Seagraves held multiple senior leadership positions at D.R. Horton, including Executive Vice President and Chief Operating Officer for the Eastern U.S., Northeast Region President and East Region President. Education Mr. Seagraves holds a Bachelor of Science degree in landscape architecture from Texas A&M University. Qualifications Mr. Seagraves brings extensive knowledge of the land development and homebuilding industries, expertise in accounting and financial reporting, management experience and business acumen. |

  17. Other Corporate Governance Matters

    Other Corporate Governance Matters Under our Corporate Governance Guidelines, a director is deemed to have tendered his or her resignation at the next regularly scheduled meeting of the Nominating and Governance Committee in the event of a significant change in job status from the status held at the time of election to our Board. The Nominating and Governance Committee will review whether the new occupation or retirement of the director is consistent with the needs and composition of our Board and recommend action to our Board. Also, under our Corporate Governance Guidelines, non-employee directors may not serve on the boards of directors of more than three public companies and no member of the Audit Committee may serve on the audit committee of more than two other public companies (unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee). Existing directors must consult the Executive Chairman of the Board and the Chair of the Nominating and Governance Committee prior to joining another board of directors. The Executive Chairman of the Board and the Chair of the Nominating and Governance Committee will assess whether the new membership would present a conflict or otherwise compromise the ability of that director to dedicate the time necessary to serve on our Board. We expect Board members to attend our 2026 Annual Meeting, but from time to time other commitments may prevent certain Board members from attending. All Board members in office at the time of our 2025 Annual Meeting of Stockholders attended the meeting either virtually, by teleconference or in person. Non-employee directors must retire from the Board no later than the annual stockholders meeting following their 77th birthday unless the remaining non-employee directors determine that it would be in the best interest of the Company and our stockholders for an exception to this policy to be granted. Employee directors must resign from the Board at the time they retire or otherwise terminate employment with us, but no later than their 77th birthday, unless otherwise determined by the Board. In 2020 and reaffirmed in 2021, 2022, 2023, 2024 and 2025 the remaining non-employee directors determined that it was in the best interests of the Company and its stockholders that Mr. Fuller, age 82, continue to serve as a director of the Company. Mr. Fuller was nominated by the Nominating and Governance Committee to be included in this Proxy Statement for re-election at the 2026 Annual Meeting. As a former public company CFO in the homebuilding industry, Mr. Fuller brings valuable expertise to the Board. His extensive experience and skill set provide important perspective, and he is highly regarded by the Board, including in his service as Chair of the Audit Committee. Similarly, in October 2025, the remaining non-employee directors determined that it was in the best interests of the Company and its stockholders for Mr. Tomnitz, age 77, to continue to serve as a director of the Company. Mr. Tomnitz was nominated by the Nominating and Governance Committee to be included in this Proxy Statement for re-election at the 2026 Annual Meeting. Mr. Tomnitz brings extensive operational experience and a long tenure in the industry, which the Board believes provides valuable insight and perspective. He is highly regarded by the Board for his service and contributions.

  18. Director Compensation

    Director Compensation Our director compensation program is designed to compensate our directors for the time commitment required to fulfill their responsibilities, to align director compensation with the long-term interests of our stockholders and to assist in recruiting high-caliber directors.

  19. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation The following table presents compensation earned by non-employee directors for services rendered in fiscal 2025 as calculated in accordance with SEC rules.

  20. Fiscal 2025 Director Compensation

    | Name(1) | Fees Paid in Cash(2) | Stock Awards(3) | Total | | Kellie L. Fischer(4) | $72,500 | $205,047 | $277,547 | | Samuel R. Fuller | $75,000 | $65,048 | $140,048 | | Lisa H. Jamieson | $75,000 | $65,048 | $140,048 | | Elizabeth (Betsy) Parmer | $72,500 | $65,048 | $137,548 | | G.F. (Rick) Ringler, III(5) | $16,875 | $— | $16,875 | | George W. Seagraves, II(4) | $75,000 | $205,047 | $280,047 |

  21. Fiscal 2025 Director Compensation

    _________________ (1)Only non-employee directors receive compensation for their service on the Board. (2)Amounts represent director fees paid in cash during fiscal 2025. (3)Amounts represent the grant date fair value of $28.91 per unit for the 2,250 restricted stock units granted to each non-employee director on November 20, 2024. Additionally, Ms. Fischer and Mr. Seagraves each also received a retainer grant in connection with their appointment to the Board. Each of their amounts also includes the grant date fair value of $32.11 per unit for the 4,360 restricted stock units granted to them on October 30, 2024. The grant date fair value of all of the restricted stock unit awards was determined in accordance with the accounting guidance for share-based payments. The Company recognizes expense for these awards over the three-year vesting period for those directors who are not retirement eligible (with such expense recognized at grant for directors who are retirement eligible). Additional information regarding the Company's equity awards is included in Note 11 to the consolidated financial statements in the Company's Annual Report on Form 10-K filed with the SEC on November 19, 2025. (4)Kellie L. Fischer and George W. Seagraves, II were appointed to the Board of Directors effective October 28, 2024. (5)Mr. Ringler resigned from the Board of Directors effective October 28, 2024 and therefore did not receive any restricted stock units in fiscal 2025 and received only one quarter of cash fees. As of September 30, 2025, each of the following current and former non-employee directors held the following number of unvested restricted stock units:

  22. Fiscal 2025 Director Compensation

    | Name | Unvested Restricted Stock Units | | Kellie L. Fischer | 6,610 | | Samuel R. Fuller | 8,151 | | Lisa H. Jamieson | 8,151 | | Elizabeth (Betsy) Parmer | 10,151 | | G.F. (Rick) Ringler, III (1) | — | | George W. Seagraves, II | 6,610 |

  23. Fiscal 2025 Director Compensation

    (1) Mr. Ringler’s restricted stock units vested in full upon his resignation from the Board of Directors on October 28, 2024.

  24. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to attract, retain and motivate talented executives to achieve the Company's key financial and strategic objectives and reward superior individual performance, with an overall emphasis on maximizing shareholder value. We are guided by the following principles in determining the form and amount of executive compensation: •Compensation should align with the performance of the Company and performance of the individual. Fiscal 2025 semi-annual cash performance bonuses were earned based on our pre-tax income for the year. Also, our restricted stock unit awards generate additional value for executives as our stock price increases and performance-based restricted stock units are further subject to various financial and operating performance goals. •Compensation should align executives’ and stockholders’ interests. Our bonuses are designed to incentivize and reward performance as we continue to grow our residential lot development business. In addition, the use of equity-based compensation aligns our executives’ interests with our stockholders’ interests and encourages our executives to focus on profitable growth and long-term performance. •Compensation should be competitive. Our total compensation, including our base salaries, bonuses and long-term equity awards, should be competitive with our public and private peers to enable us to attract and retain key executives. •Retention. We believe an overall package of appropriate pay and benefits helps retain executives and managers. This includes a competitive base salary, cash bonuses, health and welfare benefits, Company matching contributions under our 401(k) plan and supplemental retirement benefits. In addition, equity awards with vesting and forfeiture provisions encourage retention.

  25. Elements of our Compensation Program

    Elements of our Compensation Program The elements of our fiscal year 2025 compensation program are as follows: •Base salaries; •Semi-annual cash performance bonuses; •Performance-based restricted stock units; •Time-based restricted stock units; •401(k) retirement plan benefits; and •Health and welfare benefits. Each element of compensation is evaluated independently to determine whether, in our Compensation Committee’s judgment, it is competitive within our industry. Our Compensation Committee balances the elements of compensation to attract executives with the appropriate level of experience and expertise, motivate executives to achieve superior individual and Company performance and retain executives that are creating value for our shareholders. Our Compensation Committee believes balancing short- and long-term compensation elements properly incentivizes our executives and mitigates risk. Our Compensation Committee reviews tally sheets that show all compensation elements on an aggregate basis over the previous three years. From year to year, the Compensation Committee may also choose to award all or only certain elements of compensation to an NEO.

  26. Elements of our Compensation Program

    | Element | Performance Measure | Measurement / Vesting Period | | Base salary | Continued service subject to annual evaluation | Evaluated each year | | Semi-annual cash performance bonus | Company pre-tax income | 6 months to 1 year | | Long-term equity incentives: | | | | Performance stock units | Relative Total Shareholder Return ("TSR"), Return on Inventory ("ROI") and Market Share | 3 years | | Restricted stock units | Continued service | 3 to 5 years | | 401(k) retirement benefits | 401(k) Company matching contribution is dependent on deferrals elected by the NEO and allowable under regulatory limits | None | | Health and welfare benefits | None | None |

  27. 2025 TOTAL COMPENSATION

    2025 TOTAL COMPENSATION (1) Equity includes the grant date fair value of both the RSUs and the 2027 PSUs granted in fiscal 2025 based upon the probable outcome of the applicable performance conditions at grant.

  28. Fiscal 2025 Compensation

    Fiscal 2025 Compensation Recently, the Compensation Committee has shifted to a more formulaic incentive-based compensation program for its NEOs, consistent with its commitment to pay-for-performance. The Compensation Committee's philosophy and guidelines for considering such an incentive-based program included the following: •the program should not encourage excessive risk taking. •the program should offer an opportunity for greater compensation for superior performance, balanced by the risk of lower compensation when performance is below expectations. •compensation levels should be closely tied to the performance and success of the Company as well as the executive's contribution to the Company's performance and success. After a thorough review of the Company’s executive compensation program, including consultation with its independent compensation advisor, Lockton Companies, in October of 2024, the Compensation Committee approved the following changes for the Company’s fiscal 2025 executive incentive compensation program to further reinforce the Company’s pay for performance compensation philosophy: Short-Term Cash Incentive Plan: •The Committee adopted the Forestar Group Inc. Executive Cash Incentive Plan (the "Cash Incentive Plan"), pursuant to which the Company may grant cash incentive awards to eligible participants, including executive officers of the Company, that are payable based on the achievement of pre-established performance goals. Replacing our historic discretionary bonuses, the fiscal 2025 annual cash incentive award granted to the Company’s executive officers under the Cash Incentive Plan were earned based on the Company’s pre-tax income performance, with the ability to earn from 0% to 200% of a specified target opportunity. Earned cash incentive awards are paid semi-annually. Long-Term Performance Stock Units: •The Compensation Committee incorporated performance-based equity awards that are earned when the Company achieves pre-established long-term performance goals into the Company’s executive equity award program through the grant of performance-based restricted stock units ("PSUs") as a portion of the fiscal 2025 equity awards granted to the Company’s executive officers. Fiscal 2025 PSUs granted will be earned after a three-year performance period covering fiscal years 2025 through 2027, subject to the achievement of relative TSR, ROI and market share goals, with the ability to earn from 0% to 200% of the target number of granted PSUs. The three performance goals are weighted equally. The Compensation Committee believes that these changes further strengthen the alignment of executive incentives with the interests of the Company’s stockholders.

  29. Base Salaries

    Base Salaries Base salaries are determined based on the executive’s responsibilities, performance, experience and the Compensation Committee’s judgment. In reviewing the executives' salaries, the Compensation Committee reviews publicly-available data from our peer group companies (see "Competitive Pay Analysis and Peer Group"). Base salaries provide our NEOs a foundation of fixed compensation, acknowledges the breadth of their responsibilities and recognizes effective leadership. Each of the NEO’s base salaries was increased for fiscal 2025 after consulting with the Compensation Committee's independent consultant, reviewing an analysis of our peer group practices and to recognize each executive's performance in their role. The NEO's salary levels remained unchanged for fiscal 2026 from fiscal 2025 as the salaries remained aligned with the salaries of similar executives of similar publicly-traded companies, including members of our peer group and other public companies within a range of our market capitalization and industrial classification code. The annual base salaries of our NEOs for fiscal years 2024, 2025 and 2026 are set forth in the following table.

  30. 2025 Semi-Annual Cash Performance Bonuses

    2025 Semi-Annual Cash Performance Bonuses During fiscal 2025, in line with our compensation philosophy to award incentive bonuses that link pay with performance, Mr. Tomnitz, Mr. Oxley, Mr. Allen and Mr. Walker each had the opportunity to earn a performance bonus ("PTI Bonus") under the Cash Incentive Plan based on the Company’s pre-tax income earned during the year. "Pre-tax income" or "PTI" means consolidated income before income taxes, as publicly reported by the Company in its consolidated financial statements prepared in accordance with generally accepted accounting principles. The Compensation Committee believes that strong profitability increases the value of the Company, which benefits all of our long-term stockholders. Amounts earned for the PTI Bonus are based on a percentage of the Company’s pre-tax income earned during each semi-annual period during the fiscal year subject to a maximum potential payout of 200% of the bonus that would be earned if 200% or more of the Company’s forecasted PTI target for the year were achieved. The payout percentages and maximum potential payout amounts for the PTI Bonus for each NEO in fiscal 2025 are included in the table below. The Compensation Committee set these percentages and maximum payouts at the beginning of fiscal 2025. The Compensation Committee reserves the right to use its discretion to adjust downward, but not upward, the final earned PTI Bonus amounts. The threshold for achieving an annual incentive bonus was the attainment of positive pre-tax income. If no pre-tax income was attained, then no bonus would be earned under the PTI Bonus. The bonuses earned under the PTI Bonus program were as set forth in the tables below.

  31. PTI Bonus Payout Rates and Maximum Potential Payouts

    PTI Bonus Payout Rates and Maximum Potential Payouts

  32. PTI Bonus Payout Rates and Maximum Potential Payouts

    | | Percent of Pre-Tax Income | Maximum Potential Payout | | Name | Fiscal 2025 | Fiscal 2025 | | Donald J. Tomnitz | 0.25% | $1,350,000 | | Anthony W. Oxley | 0.60% | $3,240,000 | | James D. Allen | 0.20% | $1,080,000 | | Mark S. Walker | 0.35% | $1,890,000 |

  33. 2025 PTI Bonus Results

    2025 PTI Bonus Results The tables below set forth the Company’s PTI and PTI Bonuses paid for fiscal 2025 to Mr. Tomnitz, Mr. Oxley, Mr. Allen and Mr. Walker:

  34. 2025 PTI Bonus Results

    | Mr. Tomnitz | | | | | Semi-Annual Period | PTI(1) | PTI Bonus Percentage | Total Bonus Earned | | 1st Semi-Annual Period Ended March 31, 2025 | $62,600,000 | 0.25% | $156,500 | | 2nd Semi-Annual Period Ended September 30, 2025 | 156,679,552 | 0.25% | 391,699 | | Annual Amount | $219,279,552 | | $548,199 | | | Maximum Potential Payout | | $1,350,000 |

  35. 2025 PTI Bonus Results

    | Mr. Oxley | | | | | Semi-Annual Period | PTI(1) | PTI Bonus Percentage | Total Bonus Earned | | 1st Semi-Annual Period Ended March 31, 2025 | $62,600,000 | 0.60% | $375,600 | | 2nd Semi-Annual Period Ended September 30, 2025 | 156,679,552 | 0.60% | 940,077 | | Annual Amount | $219,279,552 | | $1,315,677 | | | Maximum Potential Payout | | $3,240,000 |

  36. 2025 PTI Bonus Results

    | Mr. Allen | | | | | Semi-Annual Period | PTI(1) | PTI Bonus Percentage | Total Bonus Earned | | 1st Semi-Annual Period Ended March 31, 2025 | $62,600,000 | 0.20% | $125,200 | | 2nd Semi-Annual Period Ended September 30, 2025 | 156,679,552 | 0.20% | 313,359 | | Annual Amount | $219,279,552 | | $438,559 | | | Maximum Potential Payout | | $1,080,000 |

  37. 2025 PTI Bonus Results

    | Mr. Walker | | | | | Semi-Annual Period | PTI(1) | PTI Bonus Percentage | Total Bonus Earned | | 1st Semi-Annual Period Ended March 31, 2025 | $62,600,000 | 0.35% | $219,100 | | 2nd Semi-Annual Period Ended September 30, 2025 | 156,679,552 | 0.35% | 548,378 | | Annual Amount | $219,279,552 | | $767,478 | | | Maximum Potential Payout | | $1,890,000 |

  38. 2025 PTI Bonus Results

    (1) PTI for the first semi-annual period ended March 31, 2025 was rounded to the nearest tenth-million for purposes of calculating each NEO's PTI Bonus.

  39. 2025 Long-Term Incentive Awards: Performance and Time-Based Awards

    2025 Long-Term Incentive Awards: Performance and Time-Based Awards Our 2018 Stock Incentive Plan gives us the ability to provide our eligible employees, including each of our NEOs, awards based on shares of our common stock. Our Compensation Committee grants equity awards to align interests of the executives with the interests of our stockholders, to remain competitive with market practices and to support executive retention. For fiscal 2025, our equity-based incentive awards for NEOs were granted in the form of performance-based and time-based restricted stock units. In making decisions regarding annual equity-based awards, including determining the size of awards, our Compensation Committee considers previous grants made to the executive, the value and experience the executive brings to their role, retention incentives and the responsibilities of the executive. In determining the size of equity-based awards, our Compensation Committee may also consider input from a compensation consultant regarding market practices, recommendations of the Executive Chairman or the CEO (except the CEO and Executive Chairman do not make recommendations regarding their own awards) or the judgment of our Compensation Committee. The dollar value of the awards are not tied to any strict benchmark and may be below, at or above the mid-range of what other comparable companies may offer in any given year. Our Compensation Committee believes that our executive compensation plans should include a mix of performance and time-based equity awards as the primary long-term components. We believe long-term equity awards align the financial interests of our executive officers with the interests of our stockholders by focusing more on the long-term performance of the Company. Each of our named executive officers has the opportunity to earn equity incentive awards based on Company performance over a three-year period. By awarding performance equity compensation over a longer performance period, our executives’ interests are better aligned with our stockholders’ long-term interests. Performance-Based Equity. Beginning in fiscal 2025, we granted our executive officers equity awards in the form of PSUs, which are earned based on the Company’s achievement with respect to key performance goals over a three-year performance period. The primary purpose of these awards is to motivate our executives to drive the Company to achieve a superior level of performance for each of these performance metrics which we believe will drive long-term value to our stockholders. Time-Based Equity. We continued to grant our executive officers equity awards in the form of time-based restricted stock units ("RSUs") that vest over a three- or five-year time period based on continued employment with the Company. The primary purpose of these awards is to align the interests of our executives with those of long-term stockholders as well as to retain the services of our executive officers who have significant experience and have demonstrated superior performance in the homebuilding industry. For fiscal 2025, the Compensation Committee reviewed the value and number of PSUs to be awarded for the three-year performance period and the number and value of RSUs to be granted. In such review, the Compensation Committee considered the target number of PSUs, the maximum number of PSUs that could be earned and the expected value of the PSU and RSU awards, as well as all other components of each executive’s compensation.

  40. 2025 Fiscal Year Equity Awards - Time Based RSUs and Target 2027 PSUs

    2025 Fiscal Year Equity Awards - Time Based RSUs and Target 2027 PSUs In fiscal 2025, the Compensation Committee awarded the following target number of PSUs (the "2027 PSUs") and RSUs to each of the named executive officers:

  41. 2025 Fiscal Year Equity Awards - Time Based RSUs and Target 2027 PSUs

    | Name | Target Number of 2027 PSUs | Grant Date Value of 2027 PSUs(1) | Number of RSUs | Grant Date Value of RSUs(2) | Equity Pay Mix (PSUs as % of Equity) | | Donald J. Tomnitz | 17,907 | $630,326 | 19,890 | $575,020 | 52% | | Anthony W. Oxley | 39,707 | $1,397,686 | 29,400 | $849,954 | 62% | | James D. Allen | 17,565 | $618,288 | 13,005 | $375,975 | 62% | | Mark S. Walker | 23,918 | $841,914 | 17,710 | $511,996 | 62% |

  42. 2025 Fiscal Year Equity Awards - Time Based RSUs and Target 2027 PSUs

    (1) In October 2024, the Compensation Committee approved the target number 2027 PSUs which can be earned based on the Company’s achievement with respect to Relative TSR, ROI and market share performance goals, as defined and further described and discussed below. The grant date was established in October when the target number of shares and performance goals were approved. The grant date fair value of the October 30, 2024 PSUs is $35.20 per unit as determined in accordance with accounting guidance for share-based payments. Additional information regarding the Company's equity awards is included in Note 11 to the consolidated financial statements in the Company's Annual Report on Form 10-K filed with the SEC on November 19, 2025. (2) The grant date fair value of the November 20, 2024 RSUs vesting in three years and five years is $28.91 per unit as determined in accordance with accounting guidance for share-based payments. Additional information regarding the Company's equity awards is included in Note 11 to the consolidated financial statements in the Company's Annual Report on Form 10-K filed with the SEC on November 19, 2025.

  43. 2027 PSUs - Potential Vesting at September 30, 2027

    2027 PSUs - Potential Vesting at September 30, 2027 The 2027 PSUs include three performance goals of relative TSR, return on inventory and market share (each weighted at 1/3 of the total award opportunity). The awards are subject to a threshold for each performance goal and will vest at 0% to 200% of the target number of units granted based on the final performance rankings after the completion of the three-year performance period from October 1, 2024 through September 30, 2027 (the "2027 Performance Period"). Relative TSR is measured as the Company's TSR performance as compared to the TSR of the S&P Small Cap 600 Index over the 2027 Performance Period. Return on Inventory is (i) the Company’s average pre-tax income over the 2027 Performance Period, where average pre-tax income is the sum of the Company’s pre-tax income for the trailing three fiscal years from the end of the 2027 Performance Period divided by three (ii) divided by average real estate over the 2027 Performance Period, where average real estate is the sum of the ending real estate balances of the trailing thirteen fiscal quarters immediately preceding the end of the 2027 Performance Period divided by thirteen, as reported in the Company’s audited financial statements and as may be adjusted by the Compensation Committee in its sole discretion. Finally, market share is measured as the number of residential lots sold by the Company divided by the sum of the privately owned "built for sale – fee simple" single-family housing units started, as defined, and in accordance with the data provided, by the U.S. Census Bureau, in each case during the four fiscal quarters immediately preceding the end of the 2027 Performance Period. When determining the target number of 2027 PSUs to grant in October 2024, the Compensation Committee reviewed the estimated value of these awards in relation to the Company’s consolidated revenue, pre-tax income and other operating results. The Compensation Committee chose to further incentivize these executive officers by including a maximum payout at two times the target amounts in the event that maximum performance is achieved on each of the three performance goals. When the 2027 PSUs were granted, the target and maximum amounts were subjective determinations and not based on any formulaic method or benchmark. Additional information on the grant date fair value of the 2027 PSUs is set forth in the "Summary Compensation Table" on page 35 and the "Fiscal 2025 Grants of Plan-Based Awards" table on page 37.

  44. Fiscal 2026 Compensation

    | | Percent of Pre-Tax Income | Maximum Potential Payout | | Name | Fiscal 2026 | Fiscal 2026 | | Donald J. Tomnitz | 0.30% | $1,320,000 | | Anthony W. Oxley | 0.65% | $2,860,000 | | James D. Allen | 0.25% | $1,100,000 | | Mark S. Walker | 0.40% | $1,760,000 |

  45. Fiscal 2026 Compensation

    In addition, the Compensation Committee granted 2028 PSUs to each of our NEOs, which will vest based on performance over a three-year period from October 1, 2025 through September 30, 2028. The 2028 PSUs include four performance goals - relative TSR, return on inventory, market share and book value per share, weighted evenly. The Compensation Committee added book value per share as a new performance goal for the 2028 PSUs in order to incentivize our NEOs to grow profitability and continue to build shareholder value. Book value per share is calculated as the percentage increase in book value per share, which is (i) the Company’s stockholders equity (net assets less noncontrolling interest) as of the last day of the performance period divided by the number of Company shares outstanding as of the last day of the performance period, divided by (ii) $34.78, the book value per share at the beginning of the performance period, (iii) minus 1.

  46. Competitive Pay Analysis and Peer Group

    Competitive Pay Analysis and Peer Group The Compensation Committee believes providing competitive pay is a key factor in attracting, motivating and retaining executives that drive superior performance. Our Compensation Committee, either alone or with the assistance of a compensation consultant, such as Lockton Companies for fiscal 2025, considers a variety of factors to assist with setting compensation for the NEOs, including evaluating compensation programs and amounts provided to the NEOs of the companies in our peer group. Although we believe benchmarking the pay of our peer group is useful in determining our compensation practices and pay levels, we do not target our pay toward any particular peer group benchmark. The peer group used to establish initial fiscal 2025 target compensation levels was consistent with the peer group used for 2024. The constituents remained unchanged from the prior year, except The St. Joe Company was excluded in fiscal 2025 solely because a significant portion of its business is now unrelated to the residential development industry and is primarily focused on hospitality and leasing. The companies comprising our peer group as of September 30, 2025 were selected based on similarities in industry focus, market capitalization and business models and were used to assist the Compensation Committee in its fiscal 2025 compensation analysis. Our fiscal 2025 peer group consisted of:

  47. Competitive Pay Analysis and Peer Group

    | American Woodmark Corporation | Five Point Holdings, LLC | LGI Homes, Inc. | | Beazer Homes USA, Inc. | Howard Hughes Holdings Inc. | M/I Homes, Inc. | | Century Communities, Inc. | JELD-WEN Holding, Inc. | MasterBrand, Inc. |

  48. Compensation Consultant

    Compensation Consultant The Compensation Committee may engage an independent compensation consultant or other third-party service provider to assist with market data and other information relevant to executive compensation programs and decisions. In October 2024, the Committee engaged Lockton Companies to provide advice and support on executive compensation matters.

  49. Compensation Oversight Governance Practices

    | Stockholders: | Stockholders have approved our stock incentive plans and provide an annual advisory vote on executive compensation. In addition, under the terms of the A&R Stockholder’s Agreement with D.R. Horton, for so long as D.R. Horton beneficially owns 35% or more of our voting securities, we need the prior written consent of D.R. Horton to appoint or terminate key officers or change their compensation arrangements. Thus, under those circumstances, D.R. Horton's approval is required. | | Board and Compensation Committee: | Our Compensation Committee is composed entirely of independent directors. The Compensation Committee establishes and oversees the administration of our compensation programs. The Compensation Committee ensures that stockholder-approved plans are administered in accordance with good governance practices and intent. The Compensation Committee will also consider the results of stockholder advisory votes on executive compensation. The Compensation Committee is responsible for the approval of salaries and bonuses of the Executive Chairman and CEO and long-term equity compensation awarded to each of the NEOs. The full Board evaluates the performance of the CFO and COO and acts on recommendations of the Compensation Committee with respect to CFO and COO compensation. | | Management: | Management determines individual employee bonuses below the executive officer level and administers all employee benefit and incentive plans on a day-to-day basis. Within management, the Executive Chairman serves as a liaison with the Compensation Committee. |

  50. Equity Award Grant Practices

    Equity Award Grant Practices Our practice is to consider equity-based awards annually. In fiscal 2025, equity-based awards were granted during the first quarter of the fiscal year. From time to time, we may grant equity-based awards outside the annual award process, such as in connection with the hiring of a new employee, for retention purposes, to reward exemplary performance or for promotional recognition. Although the Company does not currently grant stock options, certain employees may enroll to purchase shares under the terms of our 2022 Employee Stock Purchase Plan with purchase dates in January and July of each year using payroll deductions accumulated during the prior six-month period. The NEOs and certain other executives are not eligible to participate in the 2022 Employee Stock Purchase Plan. We do not grant stock-based awards in coordination with the release of material non-public information nor do we time the release of material non-public information to affect the value of equity grants. Our policy for setting the timing of stock-based awards does not allow executives to have any role in choosing the price of their stock-based awards. We do not "back date," "spring load" or reprice stock-based awards.

  51. Summary Compensation Table

    Summary Compensation Table The following table contains compensation information for our Executive Chairman, CEO, CFO, and COO referred to in this Proxy Statement as our NEOs. The information in the following table is presented in accordance with SEC requirements.

  52. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Donald J. Tomnitz | 2025 | 500,000 | — | 1,205,346 | 548,199 | — | 68,424 | 2,321,969 | | Executive Chairman | 2024 | 420,000 | 1,750,000 | 600,037 | — | — | 18,292 | 2,788,329 | | | 2023 | 400,000 | 1,550,000 | 599,994 | — | — | 17,289 | 2,567,283 | | Anthony W. Oxley | 2025 | 500,000 | — | 2,247,640 | 1,315,677 | 55,958 | 69,301 | 4,188,576 | | President and Chief Executive Officer | 2024 | 315,000 | 1,500,000 | 889,497 | — | 34,981 | 13,328 | 2,752,806 | | James D. Allen | 2025 | 400,000 | — | 994,263 | 438,559 | — | 54,478 | 1,887,300 | | Executive Vice President and Chief Financial Officer | 2024 | 370,000 | 625,000 | 400,011 | — | — | 14,062 | 1,409,073 | | | 2023 | 350,000 | 525,000 | 399,996 | — | — | 13,244 | 1,288,240 | | Mark S. Walker | 2025 | 400,000 | — | 1,353,910 | 767,478 | — | 53,702 | 2,575,090 | | Executive Vice President and Chief Operating Officer | 2024 | 315,000 | 625,000 | 400,011 | — | — | 13,265 | 1,353,276 | | | 2023 | 300,000 | 475,000 | 299,997 | — | — | 12,555 | 1,087,552 |

  53. Summary Compensation Table

    (1)Mr. Oxley was not an NEO prior to fiscal year 2024. (2)The amounts reported in column (d) represent the discretionary cash bonuses earned by the NEOs during the applicable fiscal year. Beginning in fiscal 2025, the NEO's began participating in the PTI Bonus program under the Cash Incentive Plan, as described under the section titled "Elements of Our Compensation Program." (3)The amounts reported in column (e) represents the grant-date fair value of the RSUs granted in the applicable year and the 2027 PSUs granted in fiscal 2025 and was determined in accordance with accounting guidance for share-based payments. The grant-date fair value of the 2027 PSUs was based on the probable outcome of the applicable performance conditions at grant. If the maximum number of 2027 PSUs was used, the total grant date fair value of the 2027 PSUs would be $1,260,653 for Mr. Tomnitz, $2,795,373 for Mr. Oxley, $1,236,576 for Mr. Allen and $1,683,827 for Mr. Walker. Additional information regarding the Company's equity awards is included in Note 11 to the consolidated financial statements in the Company's Annual Report on Form 10-K filed with the SEC on November 19, 2025. Mr. Oxley's fiscal 2024 amount includes a grant of 2,010 RSUs awarded in December 2023 that vest over five years and settle in D.R. Horton common stock. (4)The amounts reported in column (f) represent the PTI Bonuses earned by the NEOs for fiscal 2025 under the Company's Cash Incentive Plan. Awards under the Cash Incentive Plan are a percentage of the Company’s pre-tax income capped at a maximum potential payout, with the applicable percentage and maximum for each NEO approved by the Compensation Committee at the beginning of the fiscal year. (5)The amounts reported in column (g) reflect the above-market portion of earnings credited to Mr. Oxley's account balance under the SERP 2 during the applicable fiscal year. Additional information regarding SERP 2 is provided under the section titled "Other Compensation and Benefits." (6)The amounts reported in column (h) for fiscal 2025 include the following:

  54. Summary Compensation Table

    | | Additional Life Insurance and Long-Term Disability Premiums ($) | 401(k) Matching Contributions ($) | SERP 2 Company Contributions ($) | Total ($) | | Mr. Tomnitz | 7,924 | 10,500 | 50,000 | 68,424 | | Mr. Oxley | 8,801 | 10,500 | 50,000 | 69,301 | | Mr. Allen | 3,978 | 10,500 | 40,000 | 54,478 | | Mr. Walker | 3,202 | 10,500 | 40,000 | 53,702 |

  55. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards The following table summarizes fiscal 2025 grants of stock-based compensation and incentive plan awards made to each of our NEOs.

  56. Fiscal 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards (2)(3) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Mr. Tomnitz | | | — | — | 1,350,000 | — | — | — | — | — | | | 10/30/2024 | 10/28/2024 | — | — | — | 8,954 | 17,907 | 35,814 | — | 630,326 | | | 11/20/2024 | | — | — | — | — | — | — | 19,890 | 575,020 | | Mr. Oxley | | | — | — | 3,240,000 | — | — | — | — | — | | | 10/30/2024 | 10/28/2024 | — | — | — | 19,854 | 39,707 | 79,414 | — | 1,397,686 | | | 11/20/2024 | | — | — | — | — | — | — | 29,400 | 849,954 | | Mr. Allen | | | — | — | 1,080,000 | — | — | — | — | — | | | 10/30/2024 | 10/28/2024 | — | — | — | 8,783 | 17,565 | 35,130 | — | 618,288 | | | 11/20/2024 | | — | — | — | — | — | — | 13,005 | 375,975 | | Mr. Walker | | | — | — | 1,890,000 | — | — | — | — | — | | | 10/30/2024 | 10/28/2024 | — | — | — | 11,959 | 23,918 | 47,836 | — | 841,914 | | | 11/20/2024 | | — | — | — | — | — | — | 17,710 | 511,996 |

  57. Fiscal 2025 Grants of Plan-Based Awards

    (1)The amounts in column (e) represent the maximum value of the PTI Bonuses that can be paid under the Cash Incentive Plan for fiscal 2025. Additional information related to the award is discussed under the heading "2025 Semi-Annual Cash Performance Bonuses" on page 26. The actual earned PTI Bonuses for fiscal 2025 are reflected in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" on page 35. (2)Our NEOs were each awarded a grant of 2027 PSUs on October 30, 2024. The threshold, target and maximum amounts reflect the number of 2027 PSUs each executive could earn based on the level of performance attained with respect to three performance goals at the end of the three-year performance period. The grant date fair value of the 2027 PSUs is $35.20 per unit and was determined in accordance with accounting guidance for share-based payments. Additional information regarding the Company's equity awards is included in Note 11 to the consolidated financial statements in the Company's Annual Report on Form 10-K filed with the SEC on November 19, 2025. These 2027 PSUs are discussed under the headings "2025 Fiscal Year Equity Awards - Time Based RSUs and Target 2027 PSUs" on page 29. (3)On November 20, 2024, Mr. Tomnitz, Mr. Oxley, Mr. Allen and Mr. Walker were awarded 19,890, 29,400, 13,005 and 17,710 RSUs, respectively. The RSUs for Mr. Tomnitz vest in three equal annual installments on each anniversary of the grant date. The RSUs for Mr. Oxley, Mr. Allen and Mr. Walker vest in five equal annual installments on each anniversary of the grant date. The grant date fair value of the November 20, 2024 RSUs is $28.91 per unit and was determined in accordance with accounting guidance for share-based payments. Additional information regarding the Company's equity awards is included in Note 11 to the consolidated financial statements in the Company's Annual Report on Form 10-K filed with the SEC on November 19, 2025.

  58. Fiscal 2025 Outstanding Equity Awards

    Fiscal 2025 Outstanding Equity Awards The following table summarizes outstanding equity awards held by our NEOs at September 30, 2025. All awards will settle in shares of our common stock unless noted below.

  59. Fiscal 2025 Outstanding Equity Awards

    | | Stock Awards | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) (#) | Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Shares of Stock That Have Not Vested (2) ($) | Footnote | | Mr. Tomnitz | 3/21/2023 | 12,033 | 319,957 | — | — | (3) | | | 3/28/2024 | 9,397 | 249,866 | — | — | (3) | | | 10/30/2024 | — | — | 17,907 | 476,147 | (1) | | | 11/20/2024 | 19,148 | 509,145 | — | — | (3) | | Mr. Oxley | 3/17/2021 | 520 | 88,124 | — | — | (5) | | | 3/30/2022 | 1,522 | 257,933 | — | — | (5) | | | 3/21/2023 | 1,737 | 294,369 | — | — | (5) | | | 12/20/2023 | 1,608 | 272,508 | — | — | (5) | | | 3/28/2024 | 9,954 | 264,677 | — | — | (4) | | | 10/30/2024 | — | — | 39,707 | 1,055,809 | (1) | | | 11/20/2024 | 29,400 | 781,746 | — | — | (7) | | Mr. Allen | 3/18/2021 | 2,330 | 61,955 | — | — | (6) | | | 3/31/2022 | 8,504 | 226,121 | — | — | (6) | | | 3/21/2023 | 15,451 | 410,842 | — | — | (6) | | | 3/28/2024 | 7,590 | 201,818 | — | — | (6) | | | 10/30/2024 | — | — | 17,565 | 467,053 | (1) | | | 11/20/2024 | 12,519 | 332,880 | — | — | (6) | | Mr. Walker | 3/18/2021 | 1,554 | 41,321 | — | — | (7) | | | 3/31/2022 | 5,630 | 149,702 | — | — | (7) | | | 3/21/2023 | 12,195 | 324,265 | — | — | (7) | | | 3/28/2024 | 7,962 | 211,710 | — | — | (7) | | | 10/30/2024 | — | — | 23,918 | 635,980 | (1) | | | 11/20/2024 | 17,710 | 470,909 | — | — | (7) |

  60. Fiscal 2025 Outstanding Equity Awards

    (1)Represents the value for all awards based on the closing price of $26.59 of our common stock or $169.47 of D.R. Horton, Inc. common stock (RSUs that settle in D.R. Horton shares), in each case as reported on the NYSE on September 30, 2025, the last trading day of fiscal 2025, depending on whether the award is settled in our shares or D.R. Horton's shares. (2)Represents the target number of 2027 PSUs that may be earned. The 2027 PSUs are described under "Fiscal 2025 Grants of Plan-Based Awards" on page 37, and vest subject to attainment of applicable performance criteria following completion of a three-year performance period on September 30, 2027. The value of the 2027 PSUs is based on the closing price of our common stock on September 30, 2025 of $26.59. (3)These RSU awards vest in three equal annual installments on each of the first three anniversaries of the grant date. As a result of retirement eligibility, a portion of the award vests and settles earlier as units are withheld to cover certain payroll taxes as and when due. (4)These RSU awards vest in three equal annual installments on each of the first three anniversaries of the grant date. (5)These RSU awards (covering shares of D.R. Horton common stock on the grant date) vest in five equal annual installments on each of the first five anniversaries of the grant date. The awards were granted to Mr. Oxley during his service at D.R. Horton, prior to his employment at the Company, but continue to vest based on his service to the Company. (6)These RSU awards vest in five equal annual installments on each of the first five anniversaries of the grant date. As a result of retirement eligibility, a portion of the award vests and settles earlier as units are withheld to cover certain payroll taxes as and when due. (7)These RSU awards vest in five equal annual installments on each of the first five anniversaries of the grant date.

  61. Fiscal 2025 Stock Vested

    Fiscal 2025 Stock Vested The following table summarizes stock-based compensation awards vested during fiscal 2025:

  62. Fiscal 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($)(1) | | Mr. Tomnitz | 29,826 | 649,482 | | Mr. Oxley | 7,763(2) | 465,067(2) | | Mr. Allen | 18,044 | 408,579 | | Mr. Walker | 12,226 | 263,680 |

  63. Fiscal 2025 Stock Vested

    (1)The number of shares acquired on vesting includes shares withheld to satisfy tax-withholding obligations. Value realized upon vesting represents the aggregate dollar value realized by multiplying the number of shares that vested by the closing market price of common stock on the vesting date. (2)Includes 2,787 shares at a value of $360,223 of D.R. Horton common stock granted to Mr. Oxley while he was employed at D.R. Horton prior to joining the Company, which continue to vest based on his service to the Company. The remaining share count and value is related to the vesting of Forestar common stock.

  64. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans Under the SERP 2, D.R. Horton (or the Company, commencing in fiscal 2025) generally credits an amount to each participant’s account each year. Pursuant to the SERP 2, if the executive is employed by D.R. Horton or the Company, as applicable, on the last day of a fiscal year, then D.R. Horton or the Company will establish a liability to such executive equal to 10% of his or her annual base salary as of the first day of such fiscal year. This liability will accrue earnings in future years at a rate established by the administrative committee for the SERP 2. Amounts payable under the SERP 2 are not secured or held in trust, and the plan participants’ rights to enforce payment are the same as a general unsecured creditor. Amounts deferred under the SERP 2 are payable within 60 days following the retirement or termination of employment of the participant, the death or disability of the participant or a change in control of D.R. Horton; provided however, specified employees, as defined in Internal Revenue Code Section 409A, generally cannot be paid until six months after separation from service (or, if earlier, upon a change in control). The form of distribution may be in a lump sum, or in quarterly installments over a period not to exceed five years, as elected by the participant. The following table shows for each named executive officer aggregate Company contributions, earnings and withdrawals/distributions during fiscal 2025 and the outstanding balance as of September 30, 2025 under the SERP 2. Mr. Oxley began participating in the SERP 2 while employed by D.R. Horton. In fiscal 2025, Mr. Tomnitz, Mr. Allen and Mr. Walker began participating in the SERP 2.

  65. Nonqualified Deferred Compensation Plans

    | Name | Company Contributions in Fiscal 2025 to SERP 2(1) | Aggregate Earnings in Fiscal 2025 to SERP(2) | Aggregate Withdrawals/Distributions in Fiscal 2025 | Aggregate Balance at September 30, 2025 SERP 2 | | Donald J. Tomnitz | $50,000 | — | — | $50,000 | | Anthony W. Oxley | $50,000 | $106,537 | $— | $1,182,780 | | James D. Allen | $40,000 | — | — | $40,000 | | Mark S. Walker | $40,000 | — | — | $40,000 |

  66. Nonqualified Deferred Compensation Plans

    (1)Represents the amount of unfunded, unsecured liabilities credited by the Company on behalf of each participant in fiscal 2025 under the SERP 2. Such amount is also included in the "All Other Compensation" column of the "Summary Compensation Table" on page 35. (2)Represents earnings related to the SERP 2 related to contributions made during Mr. Oxley's service at D.R. Horton, but accrued under the plan during his period of service at Forestar during fiscal 2025. The rate is determined by the SERP 2 plan administrative committee and is typically 10% per annum. The portion of earnings considered above-market ($55,958) for Mr. Oxley is included in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the "Summary Compensation Table" on page 35.

  67. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  68. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  69. Potential Payments Upon Termination or Change in Control

    | | Termination of Employment | | | | | | | Payments and Benefits ($) | Normal Retirement ($)(4) | Without Cause ($) | Death or Disability ($) | Change of Control ($) | | Mr. Tomnitz | | | | | | | | 2027 PSUs(1) | 158,716 | 158,716 | 158,716 | — | | | RSUs(2) (3) | 1,078,969 | — | 1,078,969 | 1,078,969 | | | Total | 1,237,685 | 158,716 | 1,237,685 | 1,078,969 | | Mr. Oxley | | | | | | | | 2027 PSUs(1) | — | 351,936 | 351,936 | — | | | RSUs(2) | — | — | 1,959,358 | 1,959,358 | | | Total | — | 351,936 | 2,311,294 | 1,959,358 | | Mr. Allen | | | | | | | | 2027 PSUs(1) | 155,684 | 155,684 | 155,684 | — | | | RSUs(2) (3) | 1,233,616 | — | 1,233,616 | 1,233,616 | | | Total | 1,389,300 | 155,684 | 1,389,300 | 1,233,616 | | Mr. Walker | | | | | | | | 2027 PSUs(1) | — | 211,993 | 211,993 | — | | | RSUs(2) | — | — | 1,197,906 | 1,197,906 | | | Total | — | 211,993 | 1,409,899 | 1,197,906 |

  70. Potential Payments Upon Termination or Change in Control

    (1)Mr. Tomnitz, Mr. Oxley, Mr. Allen and Mr. Walker were awarded a target number of 17,907, 39,707, 17,565 and 23,918 2027 PSUs, respectively, for the performance period of October 1, 2024 through September 30, 2027. The 2027 PSUs are valued at $26.59 per unit, the closing price per share of our stock on September 30, 2025. The amounts presented reflect pro-rata vesting based on the number of months from October 1, 2024 through September 30, 2025, assuming target level achievement of applicable performance goals, in the event of normal retirement, termination without cause, death or disability. With respect to amounts presented above, one-third of the three-year period has been completed, based on time elapsed as of September 30, 2025. (2)For each NEO the RSU amounts represent each officer’s unvested portion of RSUs, as shown in the "Number of Shares or Units of Stock That Have Not Vested" column of the "Fiscal 2025 Outstanding Equity Awards" table on page 38. RSUs are valued at $26.59 per unit, the closing price per share of our stock on September 30, 2025 (or in the case of Mr. Oxley's D.R. Horton RSUs, at $169.47 per unit, the closing price per share of D.R. Horton common stock on September 30, 2025). The amounts in the table reflect accelerated vesting in the event of normal retirement, death or disability, or change in control had such an event occurred on September 30, 2025. Additional information on the RSUs granted in fiscal 2025 is set forth in footnote 3 to the "Fiscal 2025 Grants of Plan-Based Awards" table on page 37. (3)Because Mr. Tomnitz and Mr. Allen had reached normal retirement age (65) under our applicable plans on September 30, 2025, they would be entitled to vesting upon retirement.

  71. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median compensated employee and the annual total compensation of Mr. Oxley, our CEO. To identify our median employee from our employee population, as well as to determine the total compensation of our median employee and the annualized total compensation for Mr. Oxley for fiscal 2025, we took the following steps: 1.We determined that, as of September 30, 2025, our employee population consisted of 433 individuals (excluding Mr. Oxley) with all of these individuals located in the United States. This population consisted of full-time, part-time and temporary employees. 2.We obtained a listing of total compensation paid to each employee during fiscal 2025. For this purpose, total compensation included salary or wages, as applicable, commissions, bonuses, equity awards that vested or were exercised during the year and any other cash compensation. Such amounts were obtained from our payroll records. We annualized the salaries and wages of our full and part-time employees who were not employed for the entire fiscal year. The compensation measure above was consistently applied to all our employees. Once we identified our median employee, we calculated such employee’s compensation for fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. In addition to the amounts required to be reported as compensation in the Summary Compensation Table, we included the dollar value of employer paid non-discriminatory health insurance benefits in the total annual compensation of our median employee and Mr. Oxley to better reflect our employee compensation practices. For fiscal 2025: •the total compensation of our median employee was $166,267; and •the annualized total compensation of Mr. Oxley was $4,207,432. Based on this information, for fiscal 2025, the ratio of Mr. Oxley's total compensation to the total compensation of our median employee was 25 to 1. The pay ratio described above involves a degree of imprecision due to the use of estimates and assumptions but is a reasonable estimate that we calculated in a manner consistent with Item 402(u) of Regulation S-K.

  72. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about executive compensation actually paid (as defined by SEC rules) and certain other performance measures. For further information concerning the Company's pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the "Compensation Discussion and Analysis" section beginning on page 20. The following tables set forth information regarding the compensation of our principal executive officer (“PEO”), and the average compensation of our other NEOs compared to Company and peer group performance for the fiscal years listed.

  73. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for Mr. Oxley(1) | Compensation Actually Paid to Mr. Oxley(2) | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | Net Income(9) (in millions) | Pre-Tax Income (in millions) | | 2025 | $4,188,576 | $3,378,532 | $2,261,453 | $1,687,149 | $150.23 | $118.67 | $167.9 | $219.3 | | 2024 | $2,752,806 | $3,377,719 | $1,850,226 | $2,164,232 | $182.88 | $160.13 | $203.4 | $270.1 |

  74. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for Mr. Bartok(3) | Compensation Actually Paid to Mr. Bartok(4) | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | Net Income(9) (in millions) | Pre-Tax Income (in millions) | | 2024 | $993,488 | $1,198,158 | $1,850,226 | $2,164,232 | $182.88 | $160.13 | $203.4 | $270.1 | | 2023 | $2,569,434 | $3,592,107 | $1,647,692 | $2,468,745 | $152.20 | $114.68 | $166.9 | $221.6 | | 2022 | $2,710,839 | $2,321,786 | $2,008,835 | $1,671,559 | $63.22 | $74.19 | $178.8 | $235.8 | | 2021 | $2,263,124 | $2,259,809 | $1,648,862 | $1,643,444 | $105.25 | $128.12 | $110.5 | $146.6 |

  75. Pay Versus Performance

    (1)The dollar amounts reported in this column are the amounts of the total compensation reported for our PEO, Anthony W. Oxley, who was our Chief Executive Officer for a portion of fiscal 2024 and for fiscal 2025. Refer to “Executive Compensation - Summary Compensation Table.” (2)The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Oxley, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the total compensation actually realized or received by Mr. Oxley. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for the year, adjusted as shown below for fiscal 2025. Equity values are calculated in accordance with the same assumptions we generally use under the accounting guidance for share-based payments and reflect changes in the value of awards granted by D.R. Horton (that settle in D.R. Horton shares), as well as the Company (that settle in Company shares), that continue to vest based on Mr. Oxley's service to the Company.

  76. Pay Versus Performance

    | Compensation Actually Paid to Mr. Oxley | 2025 | | Summary Compensation Table (SCT) total compensation | $4,188,576 | | Less: stock award values reported in SCT for the covered year | (2,247,640) | | Plus: fair value as of year-end of stock awards granted in the covered year | 1,837,555 | | Plus: year over year change in fair value as of year-end of outstanding unvested stock awards granted in prior years | (172,277) | | Plus: change in fair value from prior year end to the vesting date of stock awards granted in prior years that vested in the covered year | (227,682) | | Compensation actually paid to Mr. Oxley | $3,378,532 |

  77. Pay Versus Performance

    (3)The dollar amounts reported in this column are the amounts of the total compensation reported for our former PEO, Daniel C. Bartok, who was our Chief Executive Officer in fiscal years 2021, 2022, 2023, and for part of fiscal 2024 through January 1, 2024. Refer to “Executive Compensation - Summary Compensation Table” for fiscal 2024 in our 2025 Proxy Statement. (4)The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Bartok, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the total compensation actually realized or received by Mr. Bartok. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2024 in our 2025 Proxy Statement, with some adjustments in accordance with SEC rules. Equity values are calculated in accordance with the same assumptions we generally use under the accounting guidance for share-based payments. (5)The dollar amounts reported represent the average of the amounts reported for the Company's non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for these purposes in each applicable fiscal year are as follows: (i) for 2025, 2024 and 2023, Donald J. Tomnitz, James D. Allen, and Mark S. Walker and (ii) for 2022 and 2021, Donald J. Tomnitz and James D. Allen. (6)The dollar amounts reported represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for the year, adjusted as shown below for fiscal 2025. Equity values are calculated in accordance with the same assumptions we generally use under the accounting guidance for share-based payments.

  78. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table (SCT) total compensation | $2,261,453 | | Less: average stock award values reported in SCT for the covered year | (1,184,506) | | Plus: average fair value as of year-end of stock awards granted in the covered year | 964,038 | | Plus: fair value as of the vesting date for awards that are granted and vest in the same covered year | 12,219 | | Plus: average year over year change in fair value as of year-end of outstanding unvested stock awards granted in prior years | (159,231) | | Plus: average change in fair value from prior year end to the vesting date of stock awards granted in prior years that vested in the covered year | (206,824) | | Average compensation actually paid to non-PEO NEOs | $1,687,149 |

  79. Pay Versus Performance

    (7)Total Shareholder Return (TSR) is calculated by assuming that a $100 investment was made on September 30, 2020. (8)The TSR Peer Group consists of the Peer Group, as used in the Company's stock performance graph in our annual report on Form 10-K, which is the same peer group disclosed on page 32 under “Competitive Pay Analysis and Peer Group.” (9)Amounts represent net income reported in the Company's audited financial statements for the applicable fiscal year and are included as required by Item 402(v) of Regulation S-K. (10)We have updated our Pay Versus Performance disclosure to identify the financial performance measure that we believe most directly links compensation actually paid to our NEOs to company performance. Beginning in fiscal 2025, the Compensation Committee approved the PTI Bonus program under which bonuses are earned based on our Pre-Tax Income ("PTI") for the year. Because PTI is the primary financial metric used in determining actual annual incentive compensation for our NEOs, PTI has been designated as the Company-Selected Measure for purposes of this disclosure.

  80. Election of Directors

    Election of Directors To elect a director nominee, the votes cast "for" that nominee must exceed the votes cast "against" that nominee. In accordance with our Corporate Governance Guidelines, each incumbent nominee who does not receive the required vote for election must tender his or her resignation to our Executive Chairman for consideration by the Nominating and Governance Committee of our Board of Directors. For more information on the operation of our majority voting standard, see "Proposal No. 1 — Election of Directors." Stockholders may not cumulate votes in the election of directors.