DEF 14A of Green Brick Partners, Inc., May 22, 2026

DEF 14A of Green Brick Partners, Inc.

Filed May 22, 2026 · FY20250001628280-26-037542

Open on EDGAR

  1. Proposal 1 – Election of Directors (page 5)

    Proposal 1 – Election of Directors (page 5)

  2. Proposal 1 – Election of Directors (page 5)

    | Director Nominees | | | | | | | | | | AGE | DIRECTOR SINCE | Audit | Comp. | G&S | | | David Einhorn, Chairman President Greenlight Capital, Inc. | 57 | 2006 | | | | | | James R. Brickman Chief Executive Officer Green Brick Partners, Inc. | 74 | 2014 | | | | | | Elizabeth K. Blake (LI) Retired General Counsel | 74 | 2007 | | | | | | Harry Brandler Retired Chief Financial Officer | 54 | 2014 | | | | | | Lila Manassa Murphy Chief Financial Officer Dundee Corporation | 54 | 2022 | | | | | | Kathleen Olsen Retired Chief Financial Officer Eminence Capital, LLC | 54 | 2014 | | | | | | Richard S. Press Retired Senior Vice President Wellington Management | 87 | 2014 | | | |

  3. Proposal 1 – Election of Directors (page 5)

    | | Chair | | | Member | | LI | Lead Independent Director |

  4. Proposal 1 – Election of Directors (page 5)

    2026 Proxy Statement 3

  5. Proxy Summary

    Proxy Summary

  6. Governance Highlights

    Governance Highlights

  7. Governance Highlights

    | Annual election of directors 100% independent Board committees 5 out of our 7 Board nominees are independent Directors elected by majority vote Director resignation policy for all directors in uncontested elections Robust stock ownership guidelines applicable to directors and executive officers Executive officer compensation recoupment “clawback” policy Lead Independent Director | Independent directors meet in executive session without management present Strong Board oversight of risk management process Audit Committee has oversight of cybersecurity and information systems risk Policies prohibiting hedging and pledging of shares by executive officers and directors Proxy access allows stockholders to nominate directors and have nominees included in the proxy statement Addition of sustainability responsibilities to Governance committee Regular stockholder engagement |

  8. Governance Highlights

    2026 Proxy Statement 4

  9. Governance Highlights

    | PROPOSAL NO. 1 ELECTION OF DIRECTORS | | Seven individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All nominees are presently directors. The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals identified as nominees below. We do not contemplate that any nominee named below will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board chooses to reduce the number of directors serving on the Board of Directors (the “Board”). | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES. |

  10. Our Board and Our Director Nominees

    Our Board and Our Director Nominees Our Amended and Restated Bylaws (“Bylaws”) allow our Board to set the size of the board and our Board has set the size of the board at seven directors. For the size and scope of our business and operations, our Board believes a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members but large enough to bring a broad range of perspectives and experiences to our board room. Any nominee who does not receive a majority vote in an election that is not a contested election is expected to promptly tender his or her resignation to the Chairman of the Board following certification of the stockholder vote. Considering such factors as it deems relevant, the Governance & Sustainability Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Considering the Governance & Sustainability Committee’s recommendation and such other factors as it deems relevant, the Board shall, exercising its business judgment, determine whether to accept or reject the resignation, or whether other action should be taken. Within 90 days from the date of the certification of the stockholder vote, we will promptly publicly disclose the Board’s decision and process (including, if applicable, the reasons for rejecting the tendered resignation) in a Form 8-K filed with the SEC. If a director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, or his or her earlier resignation, removal, or inability to serve for any reason. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or decrease the number of directors comprising the Board in accordance with our Bylaws. We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our stockholders, and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 8 of this proxy statement. 2026 Proxy Statement 5

  11. Proposal No 1. Election of Directors

    Proposal No 1. Election of Directors The following sets forth certain information with respect to each nominee standing for re-election to the Board. The biographies of each of the nominees and directors contain information regarding the individual’s service as a director, business experience, and the qualifications, characteristics or skills that led to the conclusion that the individual should serve as our director.

  12. Proposal No 1. Election of Directors

    | DAVID EINHORN Chairman AGE: 57 DIRECTOR SINCE: 2006 | BACKGROUND: | | | | | | Mr. Einhorn has served as one of our directors since May 2006. Mr. Einhorn has co- founded, and has served as the President of Greenlight Capital, Inc., since January 1996. Funds managed by Greenlight are some of our principal stockholders. Mr. Einhorn serves as Chairman of Greenlight Capital Re, Ltd., a public reinsurance holding company (Nasdaq: GLRE). Mr. Einhorn received a Bachelor of Arts degree in Government from Cornell University. | | | | | | Skills & Qualifications: | | | | | | Mr. Einhorn, our Co-Founder, brings to the Board crucial investment expertise and business experience. | | | | | | | | | | | JAMES R. BRICKMAN Chief Executive Officer & Director AGE: 74 DIRECTOR SINCE: 2014 | BACKGROUND: Mr. Brickman has served as one of our directors since October 2014. Previously, Mr. Brickman was the founding manager and advisor of JBGL Capital LP since 2008 and JBGL Builder Finance LLC since 2010 (collectively “JBGL”) and is our Chief Executive Officer. Prior to forming JBGL in 2008, Mr. Brickman was a manager of various joint ventures and limited partnerships that developed/built low and high-rise office buildings, multifamily and condominium homes and single family homes, entitled land, and supervised a property management company. He previously also served as Chairman and Chief Executive Officer of Princeton Homes Ltd. and Princeton Realty Corporation that developed land, constructed single family custom homes and managed apartments it built. Mr. Brickman has over 45 years’ experience in nearly all phases of real estate construction, development and real estate finance property management. He received a B.B.A. and M.B.A. from Southern Methodist University. | | | | | | Skills & Qualifications: | | | | | | Mr. Brickman, our Co-Founder, brings to the Board substantial experience in residential land development, the homebuilding industry and management, as well as intimate knowledge of Green Brick’s business and operations. | | | | | | | | | |

  13. Proposal No 1. Election of Directors

    2026 Proxy Statement 6

  14. Proposal No 1. Election of Directors

    Proposal No 1. Election of Directors

  15. Proposal No 1. Election of Directors

    | ELIZABETH K. BLAKE INDEPENDENT AGE: 74 DIRECTOR SINCE: 2007 Lead Independent Director COMMITTEES: •Compensation •Governance & Sustainability | BACKGROUND: | | | | | Ms. Blake has served as one of our directors since September 2007. Before retiring, Ms. Blake served as Senior Vice President — Advocacy, Government Affairs & General Counsel of Habitat for Humanity International Inc. from 2006 to 2014. Ms. Blake served on the board of directors of Patina Oil & Gas Corporation from 1998 through its sale to Noble Energy in 2005. From March 2003 to 2005, Ms. Blake was the Executive Vice President — Corporate Affairs, General Counsel and Corporate Secretary for US Airways Group, Inc. From April 2002 through December 2002, Ms. Blake served as Senior Vice President and General Counsel of Trizec Properties, Inc., a public real estate investment trust. Ms. Blake served as Vice President and General Counsel of General Electric Power Systems from 1998 to 2002. From 1996 to 1998, Ms. Blake served as Vice President and Chief of Staff of Cinergy Corp. From 1982 to 1984, she was an associate with Frost & Jacobs, a law firm in Cincinnati, Ohio, and a partner from 1984 to 1996. From 1977 to 1982, she was with the law firm of Davis Polk & Wardwell in New York. Ms. Blake received a Bachelor of Arts degree with honors from Smith College and her Juris Doctor from Columbia Law School, where she was a Harlan Fiske Stone Scholar. Ms. Blake was awarded an Honorary Doctorate of Technical Letters by Cincinnati Technical College and an Honorary Doctorate of Letters from the College of Mt. St. Joseph. She is past Chair of the Ohio Board of Regents | | | Skills & Qualifications: | | | | | Ms. Blake brings to the Board extensive executive leadership, corporate governance expertise, and risk management knowledge through her experience as a director and executive of public, private, and non-profit corporations as well as her knowledge of the homebuilding industry. | | | | |

  16. Proposal No 1. Election of Directors

    | HARRY BRANDLER INDEPENDENT AGE: 54 DIRECTOR SINCE: 2014 COMMITTEES: •Compensation (Chair) •Governance & Sustainability | BACKGROUND: | | | | | Mr. Brandler has served as one of our directors since October 2014. Mr. Brandler served as the Chief Financial Officer of Greenlight Capital, Inc. from December 2001 to January 2019. From 2000 to 2001, Mr. Brandler served as Chief Financial Officer of Wheatley Partners, a venture capital firm, where he oversaw the firm’s back-office operations and restructured the firm’s marketing, client relations and technology. From 1996 to 2000, Mr. Brandler served as a Manager at Goldstein, Golub & Kessler, where he provided audit, tax and consulting services to investment partnerships and other financial organizations and where he was promoted to Manager in January 1999. Mr. Brandler received a B.S. in Accounting from New York University in 1993. Mr. Brandler was admitted as a Certified Public Accountant in New York in 1996. | | | | | Skills & Qualifications: | | | | | Mr. Brandler brings to the Board a unique understanding of our strategies and operations through nine years of service as a member of the Board and 23 years of finance, accounting and management experience. | | | | | | | |

  17. Proposal No 1. Election of Directors

    2026 Proxy Statement 7

  18. Proposal No 1. Election of Directors

    Proposal No 1. Election of Directors

  19. Proposal No 1. Election of Directors

    | LILA MANASSA MURPHY AGE: 54 DIRECTOR SINCE: 2022 COMMITTEES: • Audit (Chair) • Compensation | BACKGROUND: | | | | Ms. Manassa Murphy has served as one of our directors since April 2022. Since May 2021, Ms. Lila Manassa Murphy has served as EVP and Chief Financial Officer of Dundee Corporation, a public Canadian independent holding company listed on the Toronto Stock Exchange, with a focus on mining investments and direct asset ownership. Ms. Manassa Murphy previously served on the board and audit committee of Dundee Corporation from August 2018 to March 2021. Ms. Manassa Murphy founded Intrinsic Value Partners, LLC in 2018, a provider of consulting services to asset management firms and family offices. Previously, she was Vice President and Portfolio Manager at Federated Hermes, Inc., a Fortune 500, ESG focused investment firm with a dedicated focus on natural resources and hard assets. Prior to that, Ms. Manassa Murphy worked as an Analyst at David W. Tice & Associates Inc. with a dedicated focus on natural resources investing. She has more than 25 years of diverse investment management experience. Ms. Manassa Murphy currently serves as a director of Gold Resource Corporation, a NYSE listed company, and sits on its Audit Committee, its Safety, Sustainability & Technical Committee and chairs its Nominating and Governance Committee. Ms. Manassa Murphy is a Chartered Financial Analyst and a Certified Public Accountant. Ms. Manassa Murphy holds a Bachelor of Arts degree from New York University and is an active member of the Latino Corporate Directors Association. Skills & Qualifications: Ms. Manassa Murphy brings to the Board experience and skills developed as a capital markets’ executive officer and Chief Financial Officer focused on real estate finance, while her work as a public company director provides her with a strong background in matters related to sustainability, finance, accounting, and risk assessment. | | | | | | | KATHLEEN OLSEN INDEPENDENT AGE: 54 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability | BACKGROUND: | | | | | Ms. Olsen has served as one of our directors since October 2014. Since 2011, Ms. Olsen has been a private investor. From 1999 through 2011, Ms. Olsen served as Chief Financial Officer of Eminence Capital, LLC, a long/short global equity fund. From 1993 to 1999, Ms. Olsen served as audit manager, specializing in investment partnerships, at Anchin, Block & Anchin LLP, a public accounting firm located in New York City. Since 2021, Ms. Olsen has been an adjunct professor at Fordham Gabelli School of Business. Ms. Olsen received a Bachelor of Science degree with honors from the State University of New York at Albany. In addition, Ms. Olsen currently sits on the Board of Trustees of Lockwood-Mathews Mansion Museum and Saint Catherine Center for Specials Needs. Ms. Olsen is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants. | | | Skills & Qualifications: | | | | | Ms. Olsen brings to the Board an extensive knowledge of accounting, audit, and finance in addition to broad executive leadership experience. | | | | |

  20. Proposal No 1. Election of Directors

    2026 Proxy Statement 8

  21. Proposal No 1. Election of Directors

    Proposal No 1. Election of Directors

  22. Proposal No 1. Election of Directors

    | RICHARD S. PRESS INDEPENDENT AGE: 87 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Governance & Sustainability (Chair) • Insurance (Chair) | | BACKGROUND: | | | | Mr. Press has served as one of our directors since October 2014. Before retiring, Mr. Press was a Senior Vice President at Wellington Management from 1994 to 2006, where he started and built the firm’s insurance asset management practice. Prior to that, Mr. Press was a Senior Vice President of Stein Roe & Farnham from 1982 to 1994 and Scudder Stevens and Clark from 1964 to 1982. Mr. Press sat on various committees of the Controlled Risk Insurance Company of The Harvard Risk Management Foundation from 2006 to 2017. Previously, Mr. Press was Chairman of the Board of Anesthesia Associates of Massachusetts and served as a board member and chairman of each of Transatlantic Holdings (NYSE: TRH) from August 2006 to March 2012 and Pomeroy IT Solutions (NASDAQ: PMRY) from July 2007 to November 2009. He served as a board member of the Housing Authority Insurance Group from 2008 to 2015. He was a founding member of the Board of Governors and the Advisory Board of the National Pediatric Multiple Sclerosis Center, Stony Brook University and Medical School, New York (2001 – 2013). He is currently a director of Millwall Holdings Limited and The Millwall Football & Athletic Company, the holding and operating companies for Millwall F.C. He is also currently a director of Cambridge Medical Technologies Limited. Mr. Press earned a B.A. from Brown University in 1960, and after serving in the US Army, he received his M.B.A. from Harvard Business School in 1964. | | | | Skills & Qualifications: | | | | Mr. Press brings to the Board an extensive background in finance, insurance and risk management, as well as public company board and committee experience. | | | | |

  23. Director Nomination Process

    Director Nomination Process

  24. Nominee Qualifications and the Nomination Process

    Nominee Qualifications and the Nomination Process The Governance & Sustainability Committee believes that the Board should collectively possess a broad range of skills, knowledge, business experience and backgrounds that provide effective oversight of our business. The Board’s objective is to maintain a membership that can best further the success of our business and represent stockholder interests through the exercise of sound judgment using its range of experience and perspectives. The Governance & Sustainability Committee periodically assesses the characteristics, skills, background and expertise of the Board as a whole and its individual members to assess those traits against the developing needs of the Board and Green Brick. This assessment enables the Governance & Sustainability Committee to update the skills, characteristics and experience it seeks in the Board, as a whole and in individual directors, as our needs evolve over time. As a result of such periodic assessment, the Governance & Sustainability Committee evaluates current directors and potential director nominees and will recommend any changes to Board size or composition that it believes are necessary to create a balanced and effective Board. Green Brick is committed to seeking balance among directors of thought, viewpoints, backgrounds, skills, experience, and expertise. To the extent that the Governance & Sustainability Committee believes that specific skills, characteristics or experience needs to be added to the Board, the committee initiates a search for a Board nominee, seeking input from board members and senior management. In addition, the Governance & Sustainability Committee has the authority to retain professional search firms to identify director candidates if deemed necessary or appropriate. As a result of its annual review, the Governance & Sustainability Committee has approved the following matrix of skills and experiences that it believes would be beneficial to have represented on our Board based on our current operating requirements, business strategy, and the long‑term interests of our stockholders. The matrix also sets forth each of our directors and the skills that they bring to the Board (additional details are set forth in their individual biographies beginning on page 5 of this proxy statement): 2026 Proxy Statement 9

  25. Proposal No 1. Election of Directors

    Proposal No 1. Election of Directors

  26. Proposal No 1. Election of Directors

    | SKILLS AND QUALIFICATIONS | | DAVID EINHORN | JAMES R. BRICKMAN | ELIZABETH K. BLAKE | HARRY BRANDLER | LILA MANASSA MURPHY | KATHLEEN OLSEN | RICHARD S. PRESS | | | INDUSTRY EXPERIENCE Experience in homebuilding, land development, real estate brokerage and sales and financing and banking in the real estate industry or in analyzing or consulting in these key areas enables our Board to understand key operational aspects of our homebuilding business and provide important perspective from their relevant expertise. | | | | | | | | | | EXECUTIVE LEADERSHIP Experience in positions that require strategic vision, leadership and decision making enables our Board to provide sound business judgment, leadership and strategic vision. | | | | | | | | | | ACCOUNTING/FINANCE/CAPITAL MARKETS Experience in accounting, finance or capital markets enables our Board to provide insight and guidance on financial reporting, internal controls and our capital structure and to evaluate our investment and capital raising and allocation strategies. | | | | | | | | | | LEGAL/REGULATORY/ CORPORATE GOVERNANCE Experience in legal, regulatory and corporate governance provides our Board an understanding of the regulatory environment in which we operate, especially with our new captive insurance company and assists in the evaluation of risk. | | | | | | | | | | RISK MANAGEMENT Experience in overseeing risk management matters including cybersecurity risks, strengthens the Board's oversight of the risks facing Green Brick. | | | | | | | | | | PUBLIC COMPANY DIRECTORSHIP Experience advising or serving on other public company boards enables our Board to have a solid background and the knowledge necessary to understand its oversight and governance roles. | | | | | | | |

  27. Proposal No 1. Election of Directors

    2026 Proxy Statement 10

  28. Proposal No 1. Election of Directors

    Proposal No 1. Election of Directors

  29. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board is actively involved in the oversight and management of risks that could affect Green Brick. Management, in consultation with the Board, identifies areas of risk that particularly affect us. Senior members of our management team report to the Board on each of those areas of risk on a rotating basis at the regularly-scheduled quarterly Board meetings. The areas of risk reported to the Board change from time to time based on business conditions. Currently, the risk areas reported on to our Board on a regular basis relate to housing inventory and land supply, material and labor availability and costs, construction quality and warranty, our mortgage and captive insurance companies and other financial services business, human resources, legal (including regulatory and compliance issues), information technology (including cybersecurity), taxation and strategic investments. Our Board also asks for and receives reports on other risks that affect the Company after review of business presentations made during regular Board meetings. In addition, one of the responsibilities of the Audit Committee is to discuss and review policies with respect to risk assessment and risk management, including guidelines and policies governing risk assessment and risk management processes.

  30. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  31. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information regarding the compensation of our non-employee directors for 2025. Mr. Brickman, our Chief Executive Officer, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mr. Brickman’s compensation, see “Executive Compensation” beginning on page 38.

  32. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | David Einhorn | 150,000 | — | 150,000 | | Elizabeth K. Blake | — | 318,897 | 318,897 | | Harry Brandler | — | 264,917 | 264,917 | | Kathleen Olsen | 44,505 | 245,283 | 289,788 | | Lila Manassa Murphy | — | 274,705 | 274,705 | | Richard S. Press | — | 284,551 | 284,551 |

  33. 2025 Director Compensation Table

    ———————————— (1)Amount reflects the amount of annual retainer paid in cash. As discussed above, each of the independent directors may elect to receive shares of restricted stock in lieu of the annual cash retainer. Ms. Olsen elected to receive a portion of her cash compensation for calendar year 2025 in shares of restricted stock. Ms. Blake, Mr. Brandler, Ms. Manassa Murphy and Mr. Press elected to receive their retainer for the full calendar year 2025 in shares of restricted stock. (2)Amount reflects the aggregate grant date fair value of the shares of restricted stock granted on March 3, 2025 as the Annual Equity Award including the shares of restricted stock issued in lieu of the annual cash retainer, as computed in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards and do not necessarily correspond to the actual value that may be realized for these awards by our independent directors. For additional information on the valuation assumptions regarding the restricted stock awards, refer to Note 10 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. (3)The following table sets forth the aggregate number of shares of restricted stock outstanding, as of December 31, 2025, for each of our independent directors. The shares of restricted stock vested in full on March 3, 2026. Please see “Security Ownership” on page 55 for the total number of shares held by our directors. 2026 Proxy Statement 22

  34. 2025 Director Compensation Table

    | Name | Restricted Stock | | Elizabeth K. Blake | 5,441 | | Harry Brandler | 4,520 | | Kathleen Olsen | 4,185 | | Richard S. Press | 4,855 | | Lila Manassa Murphy | 4,687 |

  35. 2025 Director Compensation Table

    2026 Proxy Statement 23

  36. long-term shareholder value

    long-term shareholder value creation. 2024 Proxy Statement

  37. Compensation Program Evolution

    | | Actions We Took | | 2022 | •Adopted a comparative peer group of 5 companies •Modified annual incentive plan to include a maximum payout of 200% of target opportunity, rather than relying on the Committee’s discretion to award additional performance bonuses for exceptional financial and operational performance. •Reduced from 50% to 33⅓% portion of annual compensation payable based on individual performance | | 2023 | •Introduced relative TSR as a component of the annual incentive plan (representing 20% of CEO’s target annual incentive opportunity) •Changed profitability metric from pre-tax income to EPS (representing 25% of the CEO’s target annual incentive opportunity) | | 2024 | •Engaged independent compensation consultant to assist Committee in expanding peer group to 9 companies, plus 4 below the line against which compensation was reviewed •Conducted a comprehensive review of our compensation program design against peer group •Began review and development of long-term incentive plan | | 2025 | •Adopted the Long-Term Incentive Plan consisting of 1/3 awarded in time-based RSUs and 2/3rd awarded in performance based RSUs (split evenly between cumulative ROA and relative TSR) in each case over a three-year performance period •Modified annual incentive to be payable 25% in stock for CEO and President and in cash for the other NEOs (as compared to 50% in prior years to reflect significant portion of target compensation being awarded in long-term equity) |

  38. Our Financial Metrics are Aligned with Long-Term Growth

    Our Financial Metrics are Aligned with Long-Term Growth We reward financial metrics that we believe will drive long-term stockholder value appreciation in 2025. For 2025, the performance based components of our executive compensation were based on the following metrics:

  39. Our Financial Metrics are Aligned with Long-Term Growth

    | | 2025 Metric | Why It Contributes to Alignment with Stockholder Value | | Annual Incentive | Comparative Homebuilding Gross Margin | Homebuilding Gross Margin reflects our ability to effectively manage costs and pricing and is a direct indicator of our homebuilding operations profitability. As a comparative metric, it evaluates our ability to compete relative to peers in the current macroeconomic environment. | | | Comparative Home Closings Revenue Growth | Home Closings Revenue Growth reflects our ability to grow the top-line of the business through volume and price. As a comparative metric, it evaluates our ability to compete relative to peers in the current macroeconomic environment. | | | Comparative Return on Assets | Return on Assets reflects our ability to effectively manage our development and construction costs and margins in a current year. As a comparative metric, it evaluates our ability to compete relative to peers in the current macroeconomic environment | | | Absolute Earnings Per Share (EPS) | EPS reflects our profitability for the year and is a measure of our ability to generate returns for our stockholders. | | Long-Term Incentive | Company Return on Assets CAGR over 3-Year Period | Ability to deliver long-term Return on Assets measures the ability of a builder to effectively utilize its balance sheet to acquire and develop land and build and sell houses at margins that provide investors a strong return. As the period from acquisition to home sale is a multi-year commitment, measuring ROA over a three-year period rewards long- term investments decisions. | | | Relative TSR during a 3-Year Period | Relative TSR directly aligns our NEO’s interests with the returns that our stockholders’ and compares those with the returns that other investments in comparable companies would have generated. Relative TSR is measured annually as well as over the three year period as follows: 16⅔% based on the 1st , 2nd and 3rd year of the period and 50% based on the three year period. |

  40. Our Financial Metrics are Aligned with Long-Term Growth

    2026 Proxy Statement 27

  41. Evaluating Relative Competitive Position

    Evaluating Relative Competitive Position Annually, the Compensation Committee evaluates Green Brick’s executive compensation program and approves the design of the annual incentive plan. As discussed above under the responsibilities of the Compensation Committee on page 13, the Compensation Committee has authority to retain compensation consultants, outside legal counsel and other advisors as it deems appropriate to assist in fulfilling its responsibilities. 2025 Peer Group. In the second half of 2024, in connection with renewal of the CEO’s employment agreement, the Compensation Committee selected and retained F.W. Cook & Co., Inc. (“FW Cook”) to review the companies that comprise our Peer Group and propose changes as advisable, to assist the Compensation Committee in developing a long-term incentive plan for implementation in 2025. FW Cook was also retained to evaluate and make recommendations for the CEO’s compensation. In connection with such review, FW Cook sought to propose a group that reflects Green Brick’s positioning versus peers on key metrics, but is also large enough to provide the basis for sound insight and guidance to the Compensation Committee. To determine the appropriate group, the Compensation Committee reviewed true homebuilders (excluding modular focused and building products companies) with revenue roughly 1/3x to 3x of Green Brick. Following the review, FW Cook recommended, and the Compensation Committee approved, a nine-company peer group comprised of U.S. companies in the homebuilding industry, adding two companies to the 2024 Peer Group (the “2025 Peer Group). Consequently, the following 2025 Peer Group was utilized as input in setting Mr. Brickman’s compensation for his renewed employment agreement in October 2024 and for 2025 compensation decisions for each of the NEOs.

  42. Evaluating Relative Competitive Position

    | 2025 Peer Group | | | Beazer Homes | LGI Homes | | Century Communities. | Meritage Homes | | Dream Finders Homes | M/I Homes | | Hovnanian Enterprises | Tri-Pointe Homes | | KB Homes | |

  43. Evaluating Relative Competitive Position

    In addition, four additional much larger homebuilding companies, D.R. Horton, Lennar Corp., PulteGroup and Toll Brothers, were included to act as “below the line” comparators. While each of the four “below-the-line comparators” are much larger homebuilders, the Compensation Committee felt that reviewing the executive compensation design and program structures of these companies as well would provide additional data in connection with the design of Green Brick’s overall executive compensation program, including adoption of the new Long-Term Incentive Plan for 2025.

  44. Role of Executives in Establishing Compensation

    Role of Executives in Establishing Compensation Annually, the CEO proposes the financial and operational metrics and threshold, target and maximum performance levels for the Annual Incentive Plan, subject to review and approval by the Compensation Committee. The CEO also proposes the strategic objectives that will determine individual achievement under our Annual Incentive Plan. These individual strategic objectives are then reviewed and approved by the Compensation Committee for all NEOs. At the end of each year, the CEO provides an evaluation of each NEO’s performance, including himself, and recommends the extent to which each other NEO (other than himself) has met their strategic objectives. The Compensation Committee then evaluates the performance of the CEO and each other NEO and determines the final individual achievement and the incentive payout for the CEO and each NEO. Our target annual incentive opportunity baselines are set in each NEO’s employment agreement; however, both annually and in connection with the renewal of each NEO employment agreement (other than his own), the CEO provides the Compensation Committee with recommendations regarding base salary and target annual incentive opportunity. 2026 Proxy Statement 29

  45. Base Salaries

    Base Salaries Why we pay base salaries. The Compensation Committee believes that payment of competitive base salaries is an important element for attracting, retaining and motivating our executives. In addition, the Compensation Committee believes that having a certain level of fixed compensation allows our executives to dedicate their full- time business attention to our company. Each executive’s base salary is designed to provide the executive with a fixed amount of annual compensation that is competitive with the marketplace. How base salaries are determined. In connection with the negotiation and execution of each NEO’s employment agreement, the Compensation Committee reviews and sets the baseline of the base salaries for the three-year term of the employment agreement, subject to annual review by the Compensation Committee. In setting the base salaries for the NEOs, a number of factors are considered, including (1) factors regarding the position, such the position’s complexity and level of responsibility and the position’s importance in relation to other executive positions, and (2) factors regarding the NEO, such as an assessment of the NEO’s talent, skills and competencies, the NEO’s performance and time in position. In addition, the Compensation Committee takes into consideration market changes, retention risks and the economic and business conditions affecting Green Brick at the time of the evaluation. 2025 Base Salaries. In February 2025, the Compensation Committee reviewed the base salaries of each of Messrs. Brickman, Dolson, Costello, Suit, and Samuel. Based on market data from the 2025 Peer Group and, with respect to Mr. Suit his assumption since being named General Counsel of significant administrative functions, including insurance, risk and human relations, the Compensation Committee approved (i) an increase to Mr. Suit’s base salary from $300,000 to $500,000, (ii) an increase in Mr. Costello’s base salary from $550,000 to $600,000 and (iii) i a base salary of $500,000 for Mr. Samuel. In connection with the renewal of Mr. Suit’s employment agreement, the Compensation Committee subsequently increased Mr. Suit’s base salary to $575,000 effective October 1, 2025. Jeffery Cox Promotion – In connection with his appointment to interim chief financial officer, the Compensation Committee took into consideration the market data from the 2025 Peer Group as well as Mr. Cox’s experience with the Company. Based on such considerations, the Compensation Committee increased Mr. Cox’s base salary to $500,000. Subsequently, in connection with his promotion from interim chief financial officer to chief financial officer, Mr. Cox’s base salary was then increased from $500,000 to $575,000, effective October 20, 2025.

  46. Compensation Discussion and Analysis

    | Annual Incentive Plan |

  47. Compensation Discussion and Analysis

    Why we pay annual incentive compensation. Our Annual Incentive Plan is a key component of our executive compensation program and seeks to incentivize and reward our NEOs for annual financial and operational performance on those metrics and strategic objectives that the Compensation Committee believes will drive short- term and long-term stockholder value. How annual incentive compensation opportunities were determined. In setting the target annual incentive opportunity for the NEOs, the Compensation Committee takes into consideration market data, the executive’s position and level of responsibility, the position’s importance in relation to other executive positions, an assessment of the executive’s performance, retention risks, and other circumstances, including, for example, time in position. In accordance with his employment agreement, Mr. Dolson in his role as President is entitled to a target annual incentive opportunity equal to 75% of Mr. Brickman’s target annual incentive opportunity. 2025 Annual Incentive Plan Opportunities. Based on market data from the 2025 Peer Group as well as the factors discussed above, in February 2025 the Compensation Committee reviewed the target annual incentive opportunity for each of the then NEOs. Based upon the Compensation Committee’s review of the market data from the 2025 Peer Group, the Compensation Committee decided to (i) increase Mr. Brickman’s target annual incentive opportunity by approximately 6% and (ii) increased the target annual incentive opportunity for the other NEOs ranging from approximately 4% to 11%. In connection with his designation as an executive officer, Mr. Samuel became eligible to participate in the Annual Incentive Plan and the Compensation Committee approved a target annual incentive opportunity of $500,000, which aligns Mr. Samuel’s target with Mr. Suit’s. Jeffery Cox Promotion. In connection with his appointment to interim chief financial officer, Mr. Cox became eligible to participate in the Annual Incentive Plan. In determining his target annual incentive opportunity, the Compensation Committee took into consideration market data from the 2025 Peer Group, Mr. Cox’s experience with the Green Brick and the desire to create parity with other NEOs (other than the CEO or President). Based on such considerations, the Compensation Committee established a target annual incentive opportunity of $500,000 for Mr. Cox, the same level as had been previously approved for Mr. Suit and Mr. Samuel for 2025. However, the Compensation Committee acknowledged that Mr. Cox’s success as interim CFO and his ability to transition to the permanent CFO position would be directly tied to his achievement of numerous qualitative objectives. Consequently, to incentive and reward Mr. Cox for successfully navigating the numerous qualitative objectives set forth for him for 2025, the Compensation Committee decided that 50% of his target annual incentive opportunity would be earned based on the company-wide financial metrics (as compared to 70% for other NEOs) and 50% would be earned based on an evaluation of the extent to which he met his qualitative objectives (as compared to 30% for other NEOs). Based on the foregoing, the 2025 annual incentive opportunities for each of our NEOs were as follows:

  48. Compensation Discussion and Analysis

    | Name | 2025 Annual Incentive Opportunity | | James R. Brickman | $3,700,000 | | Jeffery Cox | $500,000 | | Jed Dolson | $2,775,000 | | Neal Suit | $500,000 | | Bobby L. Samuel III | $500,000 | | Richard A. Costello(1) | $675,000 |

  49. Compensation Discussion and Analysis

    (1)Mr. Costello resigned effective March 17, 2025 and therefore was ineligible for an annual incentive plan payout for 2025. Setting annual incentive metrics. Our Compensation Committee annually reviews and revises, if necessary, the appropriateness of each of the performance metrics, their correlation to Green Brick’s overall growth strategy, and the impact of such performance metrics on long-term stockholder value. In 2025, the Compensation Committee 2026 Proxy Statement 31

  50. Compensation Discussion and Analysis

    Compensation Discussion and Analysis decided to move TSR as a performance metric from the annual incentive plan to the new long-term incentive plan. Consequently, for 2025, the annual incentive opportunities for the NEOs could be earned based on the three components discussed below.

  51. Earnings Per Share

    Earnings Per Share For 2025, 35% of each NEO’s target annual incentive opportunity could be earned based on Green Brick’s earnings per share for the year, except for Mr. Cox who is at 25%. The Compensation Committee set performance levels of (1) threshold, at which there will be a payout of 50% of the component opportunity, (2) target, at which there will be a payout of 100% of the component opportunity, and (3) maximum, at which there will be payout of 200% of the component opportunity. Below the threshold performance level, no payout is earned. For amounts earned between each performance level, the payout is calculated on a linear basis.

  52. Strategic Objectives

    Strategic Objectives The individual strategic objectives component of our Annual Incentive Plan is intended to reward managerial decision-making, behavioral interaction, and overall contribution. At the beginning of the year, the Compensation Committee approves for each NEO multiple quantitative and qualitative strategic objectives. These strategic objectives correspond to relevant business goals depending on the role. None of the individual strategic objectives is material to understanding the Annual Incentive Plan nor how the payout under our Annual Incentive Plan was determined in 2025. For amounts earned between each performance level, the payout is calculated on a linear basis. At the end of each year, the Compensation Committee, with recommendations from the CEO, evaluates the individual performance of each NEO against his respective strategic objectives. As discussed above, for each of our NEOs, achievement of the strategic objectives represented 30% of each of Messrs. Brickman’s, Costello’s and Dolson’s respective target annual incentive opportunity, and 50% of Mr. Suit’s target annual incentive opportunity. 2025 Results. In evaluating the extent to which each NEO met his strategic objectives, the Compensation Committee considered the following achievements for each NEO:

  53. Compensation Discussion and Analysis

    2025 Results. Based on each NEOs respective performance, Messrs. Brickman, Dolson and Samuel earned 185% of their respective component opportunity. Mr. Suit earned 200% of his respective component and Mr. Cox earned 165% of his respective component. 2025 Annual Incentive Payouts. In early 2026, the Compensation Committee reviewed each of the components of the Annual Incentive Plan and the performance levels achieved as discussed above. The Compensation Committee elected to pay 25% of the annual incentive payout for each of Mr. Brickman and Mr. Dolson in fully vested shares of common stock and 75% in cash. The Compensation Committee elected to pay 100% of the annual incentive payout for each of Messrs. Samuel, Suit and Cox in cash. The actual payout under our Annual Incentive Plan for 2025 is set forth in the table below.

  54. Compensation Discussion and Analysis

    | | Annual Incentive Payouts | | | | | Cash($) | Stock($) | Total($)(1) | | James R. Brickman | 4,145,018 | 1,381,673 | 5,526,690 | | Jeffery Cox | 747,750 | — | 747,750 | | Jed Dolson | 3,108,764 | 1,036,255 | 4,145,018 | | Neal Suit | 769,350 | — | 769,350 | | Bobby L. Samuel III | 746,850 | — | 746,850 |

  55. Long-Term Incentive Plan

    Long-Term Incentive Plan Why we pay equity-based long-term incentive. Our Compensation Committee adopted a long-term incentive plan in 2025. In evaluating the need for, and the structure of, a long-term incentive plan, the Compensation Committee reviewed plan design data from the 2025 Peer Group and the 4 below-the-line comparators as well as the recommendations of the Compensation Committee’s consultant, FW Cook. While the Compensation 2026 Proxy Statement 34

  56. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Committee has traditionally paid a portion of the annual incentive plan payout in stock, the Compensation Committee decided that having a long-term incentive plan that provided for multi-year performance periods and multi-year vesting would further align the interests of our NEOs with those of our stockholders and provide significant retention value as the Board evaluated succession planning. For 2025, the first year of adoption, annual long-term incentive awards represented 36% of our CEO’s target total direct compensation, 36% of our President’s target total direct compensation and an average of 33% of target total direct compensation for our other NEOs. The Compensation Committee’s philosophy in adopting the long-term incentive plan was that a significant portion of an executive’s compensation should be based directly upon the value of long-term incentive compensation in the form of restricted stock units and performance restricted stock units so as to align with Stockholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives. The Compensation Committee believes that providing executives with the opportunities to acquire significant stakes in our growth and prosperity (through grants of equity-based compensation), while maintaining other components of our compensation program at competitive levels, will incentivize and reward executives for sound business management, develop a high-performance team environment, foster the accomplishment of short-term and long- term strategic and operational objectives and compensate executives for improvement in Stockholder value, all of which are essential to our ongoing success. How equity-based compensation is determined. The Compensation Committee evaluated the appropriate form and mix of equity-based compensation that would be granted as part of its long-term incentive compensation and approved the dollar value of long-term equity awards that would be granted to each NEO. Approving Form of LTI Awards- In connection with the design of the long-term incentive plan, the Compensation Committee noted that it was important to strike an appropriate balance between performance and retention incentives. Consequently, the Compensation Committee approved a combination of time-based restricted stock units/shares, which we refer to as Time-Based RSUs, and performance-based restricted stock units/shares, which we refer to as PSUs. Time-Based Equity. For each NEO, 33% of the LTI Value approved was granted in the form of Time-Based RSUs. To promote retention and align our executive’s interests with long-term stock appreciation, the Time-Based RSUs vest in equal annual installments over a three-year period commencing on the first- anniversary date of the grant. As Time-Based RSUs are inherently tied to the performance of our common stock, we consider a vesting schedule based on continued service appropriate to incentivize retention and performance. Performance-Based Equity. For each NEO, 67% of the LTI Value approved was granted in the form of PSUs. Each PSU is expressed as a target number of PSUs, with the actual number that can be earned ranging from 0% to 200% of the target based on our performance results with regards to the predetermined metric or metrics across the measurement period. Annually the Compensation Committee will determine (1) the metrics that will be used for the PSUs, (2) the weighting of each metric and (3) a threshold, target and maximum performance level. Below the threshold level, all PSUs are forfeited. At the target level, 100% of the target number of PSUs are earned and at the maximum level, 200% of the target number of PSUs are earned. The threshold, target and maximum performance levels are set based on prior-year performance and our long-term growth targets. Approving Performance Metrics and Performance Levels - For 2025, the Compensation Committee approved ROA CAGR and Relative TSR as the performance metrics for the PSUs. Return on Assets Compound Annual Growth Rate (“ROA CAGR”). 50% of the PSUs granted can be earned based on Green Brick’s ROA CAGR over the three-year period from January 1, 2025 through December 31, 2027. Relative TSR. 50% of the PSUs granted can be earned based on Green Brick’s relative TSR as compared to a 13 group peer of public homebuilders. The group is comprised of the companies within the 2025 Peer Group as well as the four below-the-line comparators. Of the amount 16⅔% of the PSUs based on 2026 Proxy Statement 35

  57. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Relative TSR will be earned based on Green Brick’s relative TSR for each of the three calendar years within the performance period (i.e. during 2025, 2026 and 2027) and 50% of the PSUs based on relative TSR will be earned based on Green Brick’s relative TSR over the three-year period from January 1, 2025 through December 31, 2027.

  58. Compensation Discussion and Analysis

    | ROA PSUs | | Relative TSR PSUs | | | Performance Level | Earned* | Performance Level | Earned* | | Threshold | 50% | 25th Percentile | 50% | | Target | 100% | 50th Percentile | 100% | | Maximum | 200% | 75th Percentile | 200% |

  59. Compensation Discussion and Analysis

    Approving LTI Value for Awards- In connection with the adoption of the 2025 Long-Term Incentive Plan, the Compensation Committee determined a target dollar value of the long-term incentive awards, or LTI Value, for each NEO. In determining the appropriate LTI Value, the Compensation Committee considered (1) the long-term compensation paid to comparable executives in the 2025 Peer Group, (2) the NEO’s position and responsibilities, and (3) an evaluation of the individual’s contribution and performance as well as retention considerations. Once a target LTI Value is approved, the Compensation Committee then determines the target number of RSUs for each form of equity award based on dividing the proportionate LTI Value by the closing price of our common stock on the trading day prior to grant. 2025 Long-Term Incentive Awards. For 2025, the amount of the LTI award to each of the NEOs was based on a market analysis provided by the Compensation Committee’s compensation consultant and their tenure with the Company. Based on these considerations, the Compensation Committee approved an increase in each of the NEOs LTI award and approved the following LTI Value, PSUs and Time-Based RSU awards for our NEOs:

  60. Compensation Discussion and Analysis

    | Officer | 2025 LTI Value ($)(1) | PSUs (#)(1) | | Time-Based RSUs (#) | | | | ROA | Relative TSR(1) | | | James R. Brickman | 3,300,000 | 18,416 | 18,416 | 18,416 | | Jeffery Cox | 500,000 | 2,933 | 2,933 | 2,933 | | Jed Dolson | 2,000,000 | 11,161 | 11,161 | 11,161 | | Neal Suit | 500,000 | 2,790 | 2,790 | 2,790 | | Bobby L. Samuel III | 500,000 | 2,790 | 2,790 | 2,790 |

  61. Compensation Discussion and Analysis

    (1)PSUs are awarded at target, but can be forfeited, earned partially or earned at up to 200% based on the ROA CAGR over the three-year period and the performance of our relative TSR performance in each of the years within the three- year period (16.67% per year) and over the three-year period (50%). With regard to Messrs. Brickman, Dolson, Suit and Samuel, the PSUs and the Time-Based RSUs were granted on March 3, 2025. With regard to Mr. Cox, the PSUs and the Time-Based RSUs were granted on April 15, 2025. The performance period for the PSUs granted to all NEOs commenced on January 1, 2025. The actual grant date value of the restricted stock units granted to our NEOs is set forth under “Stock Awards” on the “Summary Compensation Table” later in this proxy statement may not reflect the amounts set forth above due to accounting estimates as well as the impact of the Monte Carlo valuation used in setting fair value in accordance with ASC 718. Consequently, we believe that the LTI Values approved by the Compensation Committee, as described above, is a more accurate indication of compensation actions taken by the Compensation Committee.

  62. Compensation Discussion and Analysis

    Code Sections 280G and 4999. Sections 280G and 4999 of the Code limit a public company’s ability to take a tax deduction for certain “excess parachute payments” and impose excise taxes on these payments in connection with a change in control. The Compensation Committee considers the adverse tax liabilities imposed by Sections 280G and 4999, among other competitive factors, when it structures certain post-termination compensation payable to our NEOs. However, the potential adverse tax consequences to our company and/or the executive are not necessarily determinative in such decisions. 2026 Proxy Statement 37

  63. EXECUTIVE COMPENSATION

    | Summary Compensation Table |

  64. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | James R. Brickman, Chief Executive Officer | 2025 | 1,600,000 | 7,643,096 | 4,145,049 | 12,600 | 13,400,745 | | | 2024 | 1,516,667 | 3,146,000 | 3,499,500 | 13,420 | 8,175,587 | | | 2023 | 1,500,000 | 3,100,497 | 3,146,000 | 13,380 | 7,759,877 | | Jeffery Cox, Chief Financial Officer | 2025 | 476,635(6) | 694,953 | 747,750 | 12,600 | 1,931,938 | | Jed Dolson, President, Chief Operating Officer | 2025 | 800,000 | 5,126,396 | 3,108,769 | 13,800 | 9,048,965 | | | 2024 | 800,000 | 1,716,000 | 2,624,625 | 14,620 | 5,155,245 | | | 2023 | 638,333 | 1,558,468 | 1,716,000 | 17,355 | 3,930,156 | | Neal Suit, EVP, General Counsel | 2025 | 518,750(7) | 1,079,205 | 769,350 | 13,800 | 2,381,105 | | | 2024 | 300,000 | 450,000 | 450,000 | 13,620 | 1,213,620 | | | 2023 | 300,000 | 344,954 | 450,000 | 13,214 | 1,108,168 | | Bobby L. Samuel III, EVP, Land | 2025 | 500,000 | 637,696 | 746,850 | 13,800 | 1,898,346 | | Richard A. Costello, Former Chief Financial Officer | 2025 | 168,750(8) | 662,293 | — | — | 831,043 | | | 2024 | 550,000 | 499,333 | 675,000 | 12,420 | 1,736,753 | | | 2023 | 450,000 | 439,000 | 499,333 | 12,750 | 1,401,083 |

  65. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The following table provides additional information about stock awards and equity and non‑equity incentive plan awards granted to our NEOs during the year ended December 31, 2025.

  66. Grants of Plan Based Awards Table

    | Name | 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 (#) | Grant date fair value of stock awards ($) | | | Threshold ($) | Target ($) | Maximum ($) | Grant Date | Award Type | Threshold (#) | Target (#) | Maximum (#) | | | | James R. Brickman | 1,850,000 | 3,700,000 | 7,400,000 | 3/3/2025 | PSU (3) | 18,416 | 36,832 | 73,664 | | 3,129,891 | | | | | | 3/3/2025 | RSU (4) | | | | 18,416 | 1,079,362 | | | | | | 3/3/2025 | Stock (5) | | | | 58,588 | 3,433,843 | | Jeffery Cox | 250,000 | 500,000 | 1,000,000 | 4/15/2025 | PSU (3) | 2,933 | 5,866 | 11,732 | | 498,522 | | | | | | 4/15/2025 | RSU (4) | | | | 2,933 | 171,932 | | | | | | 3/3/2025 | RSU (6) | | | | 418 | 24,499 |

  67. Grants of Plan Based Awards Table

    2026 Proxy Statement 41

  68. Executive Compensation

    | Outstanding Equity Awards at Fiscal Year End |

  69. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the vesting of restricted stock units and the value realized on vesting of restricted stock units on an aggregated basis during the fiscal year ended December 31, 2025 for each of the NEOs. During the year ended December 31, 2025, no options were exercised by any of the NEOs.

  70. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Gross # of Shares Acquired on Vesting ($/Sh) | Value Realized on Vesting ($)(1) | | James R. Brickman | — | — | | Jeffery Cox | — | — | | Jed Dolson | — | — | | Neal Suit | 4,240(2) | 255,429 | | Bobby L. Samuel III | 5,943(3) | 369,357 | | Rick A. Costello | — | — |

  71. Option Exercises and Stock Vested

    (1) The value realized on the vesting of the shares is calculated by multiplying the number of shares by the closing price of Common Stock on the vesting date. (2) Of this amount, 1,552 shares were withheld by us to cover the tax withholding obligations. Mr. Suit received net shares of 2,688 upon vesting. (3) Of this amount, 1,000 shares were withheld by us to cover the tax withholding obligations. Mr. Samuel received net shares of 4,943 upon vesting. 2026 Proxy Statement 44

  72. Executive Compensation

    | Potential Payments Upon Termination or Change in Control |

  73. Potential Payments Upon Termination Table

    Potential Payments Upon Termination Table Assuming a termination of employment (including due to expiration of the term) occurred as of December 31, 2025, each of Messrs. Brickman, Cox, Dolson, Suit and Samuel would be entitled to receive the payment and benefits set forth in the following table. Mr. Costello resigned effective March 17, 2025, and in accordance with his employment agreement, Mr. Costello did not receive any additional compensation.

  74. Potential Payments Upon Termination Table

    | Name and Type of Payment | Termination by the Company without Cause/ Resignation by Executive for Good Reason ($) | Termination by the Company without Cause/Resignation by Executive for Good Reason following a Change in Control ($) | | James R. Brickman(1) | | | | Base salary | $3,200,000 | $4,800,000 | | Target Bonus | 7,400,000 | 11,100,000 | | Total | 10,600,000 | 15,900,000 | | Jeffery Cox(2) | | | | Base salary | $862,500 | $862,500 |

  75. Potential Payments Upon Termination Table

    2026 Proxy Statement 45

  76. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd‑Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S‑K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, James R. Brickman. As of December 31, 2025, our employee population consisted of approximately 620 individuals working at Green Brick and our subsidiaries all within the United States. We identified our median employee as of December 31, 2025, the last day of our 2025 fiscal year, by calculating the amount of annual total cash compensation (salary plus bonus and commissions) paid to all of our employees (other than our CEO). We did not make any cost‑of‑living or other adjustments in identifying the median employee. Based on this methodology, the median employee in 2025 was a full‑time, salaried employee. We calculated the 2025 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S‑K). Under this calculation, the median employee’s annual total compensation in 2025 was $109,850. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 122 to 1. 2026 Proxy Statement 48

  77. 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 the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  78. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Home Closings Revenue (in thousands) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $13,400,745 | $13,343,379 | $3,218,280 | $3,231,877 | $206.59 | $189.23 | $343,511 | $2,032,781 | | 2024 | $8,175,587 | $8,175,587 | $2,701,873 | $2,721,165 | $492.07 | $242.76 | $417,155 | $2,032,288 | | 2023 | $7,759,877 | $7,759,877 | $2,146,469 | $2,181,195 | $452.44 | $220.06 | $306,675 | $1,739,388 | | 2022 | $5,960,838 | $5,960,838 | $1,538,111 | $1,538,410 | $211.06 | $136.96 | $313,997 | $1,696,911 | | 2021 | $5,087,182 | $5,087,182 | $1,814,672 | $1,814,672 | $264.20 | $192.00 | $204,381 | $1,305,620 |

  79. Pay Versus Performance

    Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our PEO, James R. Brickman, for the respective years shown. Column (c). CAP for our Principal Executive Officer (our CEO) in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2025, 2024 and 2023 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.

  80. Pay Versus Performance

    | Year PEO | 2021 Mr. Brickman | 2022 Mr. Brickman | 2023 Mr. Brickman | 2024 Mr. Brickman | 2025 Mr. Brickman | | SCT Total Compensation ($) | $5,087,182 | $5,960,838 | $7,759,877 | $8,175,587 | $13,400,745 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | $1,225,000 | $1,349,988 | $3,100,497 | $3,146,000 | $7,643,096 | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | $1,225,000 | $1,349,988 | $3,100,497 | $3,146,000 | $3,433,843 | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | - | - | - | - | $4,151,887 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | - | - | - | - | - | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | - | - | - | - | - |

  81. Pay Versus Performance

    2026 Proxy Statement 49

  82. Pay Versus Performance

    Pay Versus Performance

  83. Pay Versus Performance

    | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | - | - | - | - | | Compensation Actually Paid ($) | $5,087,182 | $5,960,838 | $7,759,877 | $8,175,587 | $13,343,379 |

  84. Pay Versus Performance

    Column (d). The following non-PEO named executive officers are included in the average figures shown for the 2020 and 2021 covered years: Richard A. Costello and Jed Dolson; for the 2023 and 2024 covered years: Richard A. Costello, Jed Dolson and Neal Suit; for the 2025 covered years: Richard A. Costello, Jeffery Cox, Jed Dolson, Neal Suit and Bobby L. Samuel III. Column (e). Average CAP for our non-PEO NEOs in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statement for the 2025, 2024, 2023 and 2022 annual meeting of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meetings of stockholders.

  85. Pay Versus Performance

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Non-PEO NEOs | See column (d) note | See column (d) note | See column (d) note | See column (d) note | See column (d) note | | SCT Total Compensation ($) | $1,814,672 | $1,538,111 | $2,146,469 | $2,701,873 | $3,218,280 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | $499,325 | $524,336 | $780,807 | $888,444 | $1,640,109 | | Plus: Fair Value of Stock Awards Granted and Vested in the Covered Year (on Vest Date) | $499,325 | $524,336 | $734,153 | $888,444 | $735,837 | | Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | - | $299 | $73,409 | - | $892,339 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | - | - | $7,971 | $19,292 | $25,530 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | - | - | - | - | - | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | - | - | - | - | | Compensation Actually Paid ($) | $1,814,672 | $1,538,410 | $2,181,195 | $2,721,165 | $3,231,877 |

  86. Pay Versus Performance

    Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Green Brick for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively. Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P Homebuilders Select Industry Index for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively. Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. Column (i). Company-selected Measure is Home Closings Revenue Growth, which is described below. 2026 Proxy Statement 50

  87. Pay Versus Performance

    Pay Versus Performance Relationship between Pay and Performance. The graphs below reflect (1) the relationship of CAP to our PEO and non-PEO NEOs in 2021, 2022, 2023, 2024 and 2025 as compared to Green Brick’s TSR, our net income, and our Adjusted EBITDA, and (2) Green Brick’s TSR as compared to the TSR of the TSR Peer Group over the same period. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the tables above based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statement for the 2025, 2024, 2023 and 2022 annual meetings of stockholders and the “Executive Compensation Information” section of the proxy statement for the 2021 annual meeting of stockholders.

  88. Pay Versus Performance

    | | | | | |

  89. Pay Versus Performance

    Listed below are the financial and non-financial performance measures which, in our assessment, represent the most important financial performance measures we used for 2025 to link CAP to our named executive officers to company performance. 2026 Proxy Statement 51

  90. Pay Versus Performance

    Pay Versus Performance

  91. Pay Versus Performance

    | Measure | Nature | Explanation | | Earnings Per Share | Financial measure | Metric of profitability on a per share basis, which includes the effect of all dilutive securities. | | Home Closings Revenue Growth | Financial measure | Increase, period over period, in revenue from home closings. | | Homebuilding Gross Margin | Financial measure | Homebuilding gross margin is calculated as Home Closings Revenue minus Cost of Homebuilding units. | | Return on Assets | Financial measure | Return on assets is calculated by dividing net income by total assets. |

  92. Pay Versus Performance

    | PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION | | In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, referred to herein as the Dodd-Frank Act and with Section 14A of the Exchange Act, the Board is providing stockholders with an advisory vote on the Company’s executive compensation as reported in this proxy statement. At the 2023 annual meeting of stockholders, our stockholders voted in favor of holding our advisory vote on executive compensation every three years, which the Board subsequently approved. The next stockholder vote on the frequency of our advisory vote on executive compensation is expected to be held at the 2029 annual meeting of stockholders. Stockholders are being asked to vote on the following resolution “RESOLVED, that the stockholders of Green Brick Partners, Inc. hereby approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, under the section of this proxy statement entitled “Executive Compensation Information.” | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |