What changed in this filing

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Item 1. Financial Statements

2025-04-24 compared with 2024-10-24 · 190 added, 212 removed, 329 unchanged (55% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2024 and December 31, 2023

As of March 31, 2025 and December 31, 2024

(in thousands, except share and per share amounts)

September 30,

Cash and cash equivalents

14 unchanged sentences

Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none outstanding

Common stock, $ 0.01 par value, 100,000,000 shares authorized, 31,337,062 and 31,774,615 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Common stock, $ 0.01 par value, 100,000,000 shares authorized, 30,546,570 and 30,961,227 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

5 unchanged sentences

Unaudited Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands, except share and per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Homebuilding revenues

6 unchanged sentences

Cost of home sales revenues

( 2,386,208 )

( 1,910,630 )

Cost of land sales and other revenues

Total homebuilding cost of revenues

( 2,386,415 )

( 1,911,005 )

Financial services costs

9 unchanged sentences

Unaudited Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

2 unchanged sentences

Stock-based compensation expense

Fair value of mortgage loans held for sale and other

Fair value adjustments of mortgage-related assets and liabilities

Inventory impairment

2 unchanged sentences

Deferred income taxes

(Gain) loss on disposition of assets

Loss on disposition of assets

Changes in assets and liabilities:

8 unchanged sentences

Purchases of property and equipment

Proceeds from sale of property and equipment

Expenditures related to development of rental properties

Payments for business combinations

Payments for business combination

Other investing activities

3 unchanged sentences

Payments on revolving credit facilities

( 1,045,000 )

Borrowing under construction loan agreements

1 unchanged sentence

Principal payments on insurance premium notes and other

Net proceeds (payments) for mortgage repurchase facilities

Debt issuance costs

Net payments for mortgage repurchase facilities

Withholding of common stock upon vesting of stock-based compensation awards

1 unchanged sentence

Dividend payments

Other financing activities

Net cash provided by (used in) financing activities

Net cash used in financing activities

Cash and cash equivalents and Restricted cash

10 unchanged sentences

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands)

For the Three Months Ended September 30, 2024 and 2023

Additional Paid-In Capital

1 unchanged sentence

Total Stockholders' Equity

Balance at June 30, 2024

Vesting of stock-based compensation awards

Withholding of common stock upon vesting of stock-based compensation awards

Repurchases of common stock

Stock-based compensation expense

Cash dividends declared and dividend equivalents

Balance at September 30, 2024

Balance at June 30, 2023

Vesting of stock-based compensation awards

Withholding of common stock upon vesting of stock-based compensation awards

Repurchases of common stock

Stock-based compensation expense

Cash dividends declared and dividend equivalents

Balance at September 30, 2023

For the Nine Months Ended September 30, 2024 and 2023

Additional Paid-In Capital

Retained Earnings

Total Stockholders' Equity

Balance at December 31, 2024

4 unchanged sentences

Cash dividends declared and dividend equivalents

Balance at September 30, 2024

Balance at March 31, 2025

Balance at December 31, 2023

4 unchanged sentences

Cash dividends declared and dividend equivalents

Balance at September 30, 2023

Balance at March 31, 2024

See Notes to Unaudited Condensed Consolidated Financial Statements

1 unchanged sentence

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2024

March 31, 2025

Basis of Presentation

3 unchanged sentences

We build and sell homes under our Century Communities and Century Complete brands.

Our Century Communities brand has an emphasis on serving the entry-level homebuilding market but offers a wide range of buyer profiles including:

entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade opportunities.

Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade opportunities.

Our Century Communities brand has an emphasis on serving the affordable homebuilding market but offers a wide range of buyer profiles including:

entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade selections.

Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade selections.

Our homebuilding operations are organized into the following five reportable segments:

West, Mountain, Texas, Southeast, and Century Complete.

Our indirect wholly-owned subsidiaries, Inspire Home Loans Inc., Parkway Title, LLC, IHL Home Insurance Agency, LLC, and IHL Escrow Inc., which provide mortgage, title, insurance and escrow services, respectively, primarily to our homebuyers, have been identified as our Financial Services segment.

Additionally, our wholly owned subsidiary, Century Living, LLC, is engaged in the development, construction and management of multi-family rental properties, currently all located in Colorado.

Century Living, LLC is included in our Corporate segment.

Our indirect wholly-owned subsidiaries, Inspire Home Loans Inc., Parkway Title, LLC, IHL Home Insurance Agency, LLC, and IHL Escrow Inc., which provide mortgage, title, insurance brokerage and escrow services, respectively, primarily to our homebuyers, have been identified as our Financial Services segment.

Additionally, our Century Living segment is engaged in the development, construction, management, and disposition of multi-family rental properties, currently all located in Colorado.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S.

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Interim results of operations are not necessarily indicative of the results that may be achieved for the full year.

The financial statements and related notes do not include all information and footnotes required by GAAP and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the SEC on February 5, 2024.

The financial statements and related notes do not include all information and footnotes required by GAAP and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on January 30, 2025.

Principles of Consolidation

5 unchanged sentences

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board (which we refer to as “FASB”) issued Accounting Standards Update (which we refer to as “ASU”) No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 requires more disaggregated income tax disclosures, including additional information in the rate reconciliation and additional disclosures about income taxes paid.

In November 2024, the Financial Accounting Standards Board ( which we refer to as “FASB”) issued Accounting Standards Update ( which we refer to as “ASU”) No.

2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) :

Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

ASU 2024-03 will become effective for us for the fiscal year ending December 31, 2027.

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We are currently evaluating the impact of the adoption of ASU 2024-03 on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (which we refer to as “CODM”) and included within each reported measure of segment profit or loss.

The guidance also expands disclosure requirements for interim periods, as well as requires disclosure of other segment items, including the title and position of the entity’s CODM .

ASU 2023-07 will become effective for us for the fiscal year ending December 31, 2024, and for interim periods starting in our first quarter of 2025 .

Early adoption is permitted, and guidance is required to be applied

retrospectively.

We are currently evaluating the impact of the adoption of ASU 2023-07 on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No.

2023-09, “ Income Taxes (Topic 740) :

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 requires more disaggregated income tax disclosures, including additional information in the rate reconciliation and additional disclosures about income taxes paid.

ASU 2023-09 will become effective for our fiscal year ending December 31, 2025.

We are currently evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements and related annual disclosures.

Reporting Segments

5 unchanged sentences

Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade selections.

Our Century Complete brand currently has operations in 11 states and it is considered a separate operating segment.

The management of our four Century Communities geographic regions and Century Complete reports to our chief operating decision makers (which we refer to as “CODMs”), the Co-Chief Executive Officers of our Company.

The CODMs review the results of our operations, including total revenue and income before income tax expense to determine profitability and to allocate resources.

Accordingly, we have presented our homebuilding operations as the following five reportable segments:

Our Century Complete brand has operations in 10 states and is managed separately from our four geographic regions, and it is considered a separate operating segment.

We have presented our homebuilding operations as the following reportable segments as of March 31, 2025:

 West (California and Washington)

1 unchanged sentence

 Southeast (Florida, Georgia, North Carolina, South Carolina, and Tennessee)

 Century Complete (Alabama, Arizona, Florida, Georgia, Indiana, Kentucky, Louisiana, Michigan, North Carolina, Ohio, South Carolina)

We have identified our Financial Services operations, which provide mortgage, title, insurance and escrow services to our homebuyers, as a sixth reportable segment.

Our Corporate operations are a non-operating segment, as our Corporate operations serve to support our homebuilding, and to a lesser extent our Financial Services operations, through functions, such as our executive, finance, treasury, human resources, accounting and legal departments.

Additionally, our wholly owned subsidiary, Century Living, LLC, is engaged in the development, construction and management of multi-family rental properties, currently all located in Colorado.

Century Living, LLC is included in our Corporate segment.

The following table summarizes total revenue and income (loss) before income tax expense by segment (in thousands ):

Three Months Ended September 30,

Nine Months Ended September 30,

 Century Complete (Alabama, Arizona, Florida, Georgia, Indiana, Kentucky, Louisiana, Michigan, North Carolina, South Carolina)

We have identified our Financial Services operations, which provide mortgage, title, insurance brokerage and escrow services to our homebuyers, and Century Living, which is engaged in the development, construction, management, and disposition of multi-family rental properties currently all located in Colorado, as reportable segments.

Our Corporate operations are a non-operating segment, as it serves to support our homebuilding operations, and to a lesser extent our Financial Services operations, through various functions, such as our executive, finance, treasury, human resources, accounting and legal departments.

Our Executive Chairman and our Chief Executive Officer, collectively, have been determined to be our Chief Operating Decision Makers (“CODMs”) to make key operating decisions and assess performance.

The management of our four Century Communities geographic regions, Century Complete, our Financial Services segment, and our Century Living segment reports to our CODMs.

The CODMs evaluate the segment’s operating performance and allocates resources for all of our reportable segments based on income before income tax expense.

For all of the segments, the CODMs use segment income before income tax expense in the annual budget and forecasting process.

The CODMs consider budget-to-actual forecast variances for income before tax expense on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

Except for those accounting policies for Century Living which are described below, the accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .

Beginning in the first quarter of 2025, we have separately reported our Century Living segment as a reportable segment, which was previously included in our Corporate segment, in order to reflect the distinct nature of our multi-family rental operations.

Accordingly, we have recast the corresponding segment information for the three months ended March 31, 2024.

During the first quarter of 2025, our strategy evolved for our Century Living multi-family rental properties to be predominantly focused on the disposition of the assets.

Accordingly, we have determined that these multi-family rental operations have become part of our ordinary activities, and revenue is recognized from the sale of these properties when performance obligations are satisfied, generally when the respective properties are delivered and title has passed to the buyers, and r ental income and expenses from these properties during lease-up is recognized as other income on the condensed consolidated statement of operations.

We record multi-family rental property inventory within prepaid and other assets on the condensed consolidated balance sheet , and cash flows from development activities and the disposition of properties are recorded as operating activities on the condensed consolidated statement of cash flows.

The following table summarizes total revenue, significant expenses, and income (loss) before income tax expense by segment (in thousands ):

Three months ended March 31, 2025

Century Complete

Financial Services

Total revenue

Income (loss) before income tax expense:

Century Living

Cost of home sales

Inventory impairment

Selling, general and administrative

Financial services costs

Other segment items (1)

Income before tax expense

Three months ended March 31, 2024

Century Complete

Financial Services

Total income before income tax expense

Century Living

Cost of home sales

Inventory impairment

Selling, general and administrative

Financial services costs

Other segment items (1)

Income before tax expense

(1) Includes cost of land sales and other revenues, and other income (expense).

The following table summarizes total assets by segment (in thousands):

September 30,

Century Complete

Financial Services

Corporate assets primarily include costs associated with development of multi-family rental properties, certain cash and cash equivalents, certain property and equipment, deferred tax assets, certain receivables, and prepaid insurance.

Century Living

Century Living assets include primarily multi-family rental properties under construction and properties that are in lease-up, which are included in prepaid and other assets on the condensed consolidated balance sheets.

Corporate assets include primarily costs associated with certain cash and cash equivalents, certain property and equipment, deferred tax assets, certain receivables, and prepaid insurance.

Business Combinations

On January 22, 2024, we closed on the acquisition of substantially all the assets and assumed certain liabilities of Landmark Homes of Tennessee, Inc.

On January 22, 2024, we closed the acquisition of substantially all the assets and assumed certain liabilities of Landmark Homes of Tennessee, Inc.

(“Landmark”), a homebuilder with operations, including six active communities, in Nashville, Tennessee, for approximately $ 33.4 million in cash, inclusive of customary holdbacks.

We concluded that the acquisition represents a business combination, and in connection with this acquisition, we allocated $ 1.7 million in goodwill to the Southeast operating segment.

We incurred $ 0.1 million in acquisition costs, which are reflected in other expense in our condensed consolidated statements of operations.

On July 31, 2024, we closed on the acquisition of substantially all the assets and operations and assumed certain liabilities of Anglia Homes LP (“Anglia”), a homebuilder with operations, including 26 active communities, in the greater Houston, Texas area, for approximately $ 127.0 million in cash, inclusive of customary holdbacks.

We concluded that the acquisition represents a business combination, as we determined that the fair value of the gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets, and the acquired assets and processes have the ability to create outputs in the form of revenue from the sale of single-family residences.

We incurred $ 0.5 million in acquisition costs, which are reflected in other expense in our condensed consolidated statements of operations.

The following is a summary of the allocation of the purchase price for Anglia based on the fair value of assets acquired and liabilities assumed (in thousands):

Prepaid expenses and other assets

Property and equipment, net

Amortizable intangible assets

Accounts payable

Accrued expenses and other liabilities

Total liabilities

Net assets acquired

Acquired inventories consist of work in process inventories and finished lots.

We estimated the fair value of the acquired inventories based upon the stage of production of each unit and a gross margin that we believe a market participant would require to complete the remaining development and requisite selling efforts.

We estimated a market participant would require a gross margin ranging from approximately 8 % to 20 % based upon the stage of production of the individual lot.

Amortizable intangible assets acquired include right of first refusal and non-compete agreements, which we, with the assistance of a third-party valuation firm , estimated to have fair values of $ 0.9 million and $ 1.0 million, respectively.

These intangible assets are amortized each over 2 years.

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and in connection with this acquisition, we have allocated $ 7.4 million in goodwill to the Texas operating segment.

Goodwill allocated for tax purposes is expected to be deductible.

We determined that Anglia’s carrying costs approximated fair value for all other acquired assets and assumed liabilities.

From the acquisition date, Anglia’s results of operations, which include home sales revenue of $ 20.3 million and loss before income tax, inclu sive of purchase price accounting, of $ 1.5 million, are included in our accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2024.

We concluded that the acquisition represented a business

During the three months ended March 31, 2024, we incurred $ 0.1 million in acquisition costs, which are reflected in other expense in our condensed consolidated statements of operations

On July 31, 2024, we closed the acquisition of substantially all the assets and operations and assumed certain liabilities of Anglia Homes LP (“Anglia”), a homebuilder with operations, including 26 active communities, in the greater Houston, Texas area, for approximately $ 127.0 million in cash, inclusive of customary holdbacks.

We concluded that the acquisition represented a business combination, as we determined that the fair value of the gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets, and the acquired assets and processes have the ability to create outputs in the form of revenue from the sale of single-family residences.

Inventories included the following (in thousands):

September 30,

Homes under construction

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Management believes carrying mortgage loans held for sale at fair value improves financial reporting by mitigating volatility in reported earnings caused by measuring the fair value of the loans and the derivative instruments used to economically hedge them.

Net gains and losses from the sale of mortgage loans held for sale, which are recognized based upon the difference between the sales proceeds and carrying value of the related loans upon sale, are also included in financial services revenue on the consolidated statements of operations.

Financial services revenue also includes fees earned from originating mortgage loans, which are recognized at the time the mortgage loans are funded, which include origination fees and discount points provided directly to our customers to reduce interest rates based on commitment agreements entered into between our homebuilding and Financial Services segments .

Intercompany fees charged directly to the homebuilder are eliminated from financial services revenue on the condensed consolidated statements of operations upon consolidation.

As of September 30, 2024 and December 31, 2023, Inspire had mortgage loans held for sale with an aggregate fair value of $ 257.2 million and $ 251.9 million, respectively, and an aggregate outstanding principal balance of $ 257.1 million and $ 247.7 million, respectively.

Net losses on the sale of mortgage loans were $ 1.1 million and $ 4.9 million for the three and nine months ended September 30, 2024 , respectively, and were $ 6.9 million and $ 3.4 million for the three and nine months ended September 30, 2023, respectively.

The gain from the change in fair value for mortgage loans held for sale was $ 0.1 million for the three months ended September 30, 2024, and the loss from the change in fair value for mortgage loans held for sale was $ 4.1 million for the nine months ended September 30, 2024.

Losses from the change in fair value for mortgage loans held for sale were $ 2.9 million and $ 4.9 million for the three and nine months ended September 30, 2023, respectively.

Mortgage loans in process for which interest rates were locked by borrowers, or interest rate lock commitments, totaled approximately $ 146.0 million and $ 49.6 million at September 30, 2024 and December 31, 2023, respectively, and carried a weighted average interest rate of approximately 4.9 % and 5.8 %, respectively .

As of March 31, 2025 and December 31, 2024, Inspire had mortgage loans held for sale with an aggregate fair value of $ 207.4 million and $ 236.9 million, respectively, and an aggregate outstanding principal balance of $ 208.9 million and $ 241.6 million, respectively.

The gain from the change in fair value for mortgage loans held for sale was $ 3.2 million for the three months ended March 31, 2025, and the loss from the change in fair value for mortgage loans held for sale was $ 5.0 million for the three months ended March 31, 2024.

The total unpaid principal balance of mortgage loans serviced at March 31, 2025 and December 31, 2024 was $ 3.1 billion and $ 2.9 billion, respectively.

Refer to Note 13 – Fair Value Disclosures for further information regarding our mortgage servicing rights.

Net gains and losses from the sale of mortgage loans held for sale are included in financial services revenue on the consolidated statements of operations, and include (1) net gains on sale of loans, which are recognized based upon the difference between the sales proceeds and carrying value of the related loans upon sale, with sale proceeds reflecting the cash received from investors through the sale of the mortgage loan and servicing release premium;

(2) the fair value of originated mortgage servicing rights;

(3) the change in fair value of mortgage loans held for sale;

(4) the change in fair value of derivatives instruments, including interest rate lock commitments and forward commitments on mortgage-backed securities;

(5) provision for or benefit from investor reserves;

and (6) fees earned from originating mortgage loans.

Fees earned from originating mortgage loans, which are recognized at the time the mortgage loans are funded, include origination fees, credits, and discount points provided directly to our customers to reduce interest rates .

Net gains on the sale of mortgage loans were $ 12.8 million and $ 17.9 million for the three months ended March 31, 202 5 and 2024, respectively.

Mortgage loans in process for which interest rates were locked by borrowers, or interest rate lock commitments, had an aggregate principal balance of $ 131.1 million and $ 76.3 million as of March 31, 2025 and December 31, 2024, respectively, and carried a weighted average interest rate of approximately 5.4 % and 5.5 %, respectively .

Interest rate risks related to these obligations are typically mitigated through our interest rate hedging program or by the preselling of loans to investors.

5 unchanged sentences

Prepaid expenses and other assets included the following (in thousands):

September 30,

Prepaid insurance

2 unchanged sentences

Restricted cash (1)

Multi-family rental properties inventory (2)

Multi-family rental properties under construction (2)

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Mortgage servicing rights

Derivative assets

Other assets and prepaid expenses

1 unchanged sentence

(1) Restricted cash consists of restricted cash related to land development, earnest money deposits for home sale contracts held by third parties as required by various jurisdictions, and certain compensating balances associated with our mortgage repurchase facilities and other financing obligations.

(2) During the nine months ended September 30, 2024, certain multi-family rental properties were completed and became available for leasing;

and as such, we reclassified $ 92.4 million from multi-family rental properties under construction, included in prepaid expenses and other assets on the condensed consolidated balance sheets, to property and equipment, net on the condensed consolidated balance sheets.

(2) During the three months ended March 31, 2025, our strategy evolved for our Century Living multi-family rental properties to be predominantly focused on the disposition of the assets and we determined that these operations have become part of our ordinary activities.

Accordingly, we reclassified $ 119.4 million associated with multi-family properties under construction within prepaid and other assets and $ 90.5 million associated with completed multi-family rental property assets within property and equipment, net to multi-family rental properties inventory within prepaid and other assets on the condensed consolidated balance sheet as of March 31, 2025.

Multi-family rental properties inventory includes multi-family rental properties that are under construction and properties that are in lease-up.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities included the following (in thousands):

September 30,

Earnest money deposits

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Income taxes payable

Derivative liabilities

Other accrued liabilities

3 unchanged sentences

We subsequently assess the adequacy of our warranty accrual on a quarterly basis through a model that incorporates historical payment trends and adjust the amounts recorded, if necessary.

Based on warranty payment trends relative to our estimates at the time of home closing, we reduced our warranty reserve by $ 0.3 million and $ 0.5 million during the three months ended September 30, 2024 and 2023, respectively, and we reduced our warranty reserve by $ 1.9 million and $ 1.2 million during the nine months ended September 30, 2024 and 2023, respectively.

These adjustments are included in cost of home sales revenues on our condensed consolidated statements of operations.

Changes in our warranty accrual for the three and nine months ended September 30, 2024 and 2023 are detailed in the table below (in thousands) :

Three Months Ended September 30,

Nine Months Ended September 30,

Based on warranty payment trends relative to our estimates at the time of home closing, we reduced our warranty reserve by $ 1.9 million and $ 1.3 million during the three months ended March 31, 2025 and 2024, respectively, which is included as a reduction to cost of home sales revenues on our condensed consolidated statements of operations.

Changes in our warranty accrual for the three months ended March 31, 2025 and 2024 are detailed in the table below (in thousands) :

Three Months Ended March 31,

Beginning balance

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Self-Insurance Reserve

We maintain general liability insurance coverage, including coverage for certain construction defects after homes have closed and premise operations during construction.

We maintain general liability insurance coverage, including coverage for certain construction defects after homes have been delivered and premise operations during construction.

These insurance policies are designed to protect us against a portion of the risk of loss from claims, subject to certain self-insured per occurrence and aggregate retentions, deductibles, and available policy limits.

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The reserve is recorded on an undiscounted basis at the time revenue is recognized for each home closing.

Amounts accrued, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets, are based on third party actuarial analyses that are primarily based on industry data and partially on our historical claims, which include estimates of claims incurred but not yet reported.

Amounts accrued, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets, are based upon third party actuarial analyses that are primarily based on industry data and partially on our historical claims, which include estimates of claims incurred but not yet reported.

Adjustments to estimated reserves are recorded in the period in which the change in estimate occurs.

1 unchanged sentence

Estimates of insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any, are recorded as receivables when such recoveries are considered probable.

Based on a third-party actuarial analysis, we reduced our self-insurance reserve by $ 0.8 million during the three and nine months ended September 30, 2024, and we reduced our self-insurance reserve by $ 3.4 million during the three and nine months ended September 30, 2023.

Any adjustments are included in cost of home sales revenues on our condensed consolidated statements of operations.

Changes in our self-insurance reserve for incurred but not reported construction defect claims for the three and nine months ended September 30, 2024 and 2023 are detailed in the table below (in thousands) :

Three Months Ended September 30,

Nine Months Ended September 30,

During the three months ended March 31, 2025 and 2024, we recorded no change to our self-insurance reserve.

Any adjustments to our self-insurance reserve would be included in cost of home sales revenues on our condensed consolidated statements of operations .

Changes in our self-insurance reserve for incurred but not reported construction defect claims for the three months ended March 31, 2025 and 2024 are detailed in the table below (in thousands) :

Three Months Ended March 31,

Beginning balance

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Ending balance

Our outstanding debt obligations included the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30,

3.875 % senior notes, due August 2029 (1)

Our outstanding debt obligations included the following as of March 31, 2025 and December 31, 2024 (in thousands):

6.750 % senior notes, due June 2027 (1)

3.875 % senior notes, due August 2029 (1)

Other financing obligations (2)

3 unchanged sentences

(1) The carrying value of senior notes reflects the impact of premiums, discounts, and issuance costs that are amortized to interest expense over the respective terms of the senior notes.

(2) As of September 30, 2024, other financing obligations included $ 14.5 million related to insurance premium notes and certain secured borrowings, as well as $ 110.3 million outstanding under construction loan agreements.

(2) As of March 31, 2025, other financing obligations included $ 3.2 million related to insurance premium notes as well as $ 118.1 million outstanding under construction loan agreements related to Century Living.

As of December 31, 2024, other financing obligations included $ 11.0 million related to insurance premium notes and certain secured borrowings , as well as $ 102.4 million outstanding under construction loan agreements.

6.750% Senior Notes Due 2027

As of March 31, 2025, we had outstanding $ 500.0 million in aggregate principal amount of our 6.750 % Senior Notes due 2027, which principal balance is due in June 2027.

Prior to that date, interest only payments are due semi-annually in June and December of each year.

These notes were issued under an indenture which contains certain restrictive covenants on issuing future secured debt and other transactions.

As of March 31, 2025, the aggregate obligation of these notes, inclusive of unamortized financing costs on these notes was $ 498.2 million as reported on our condensed consolidated financial statements.

3.875% Senior Notes Due 2029

As of March 31, 2025, we had outstanding $ 500.0 million in aggregate principal amount of our 3.875 % Senior Notes due 2029, which principal balance is due in August 2029.

Prior to that date, interest only payments are due semi-annually in February and August of each year.

These notes were issued under an indenture which contains certain restrictive covenants on issuing future secured debt and other transactions.

As of March 31, 2025, the aggregate obligation, inclusive of unamortized financing costs on these notes, was $ 496.6 million, as reported on our condensed consolidated financial statements.

Construction Loan Agreements

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These construction loan agreements collectively provide that we may borrow up to an aggregate of $ 204.7 million from the lenders for purposes of construction of multi-family projects in Colorado, with advances made by the lenders upon the satisfaction of certain conditions.

Borrowings under the construction loan agreements bear interest at various rates, including a fixed rate and floating interest rates per annum equal to the Secured Overnight Financing Rate (which we refer to as “SOFR”) and the Bloomberg Short-term Bank Yield Index, plus an applicable margin.

The outstanding principal balances and all accrued and unpaid interest is due on varying maturity dates from March 17, 2026 through March 17, 2028 , with certain of the construction loan agreements allowing for the option to extend the maturity dates for a period of 12 months if certain conditions are satisfied.

The obligations under construction loan agreements are guaranteed by certain of our subsidiaries.

The outstanding principal balances and all accrued and unpaid interest is due on varying maturity dates from March 17, 2026 through February 28, 2029 , with certain of the construction loan agreements allowing for the option to extend the maturity dates for a period of 12 months if certain conditions are satisfied.

The construction loan agreements contain customary affirmative and negative covenants (including covenants related to construction completion, and limitations on the use of loan proceeds, transfers of land, equipment, and improvements), as well as customary events of default.

Interest on our construction loan agreements is capitalized to the multi-family properties assets included in prepaid expenses and other assets on the condensed consolidated balance sheets while the related multi-family rental properties are being actively developed .

As of September 30, 2024 and December 31, 2023, $ 110.3 million and $ 44.9 million was outstanding under the construction loan agreements respectively, with borrowings that bore a weighted average interest rate of 7.2 % and 7.4 % as of September 30, 2024 and December 31, 2023, respectively, and we were in compliance with all covenants thereunder.

As of March 31, 2025 and December 31, 2024, $ 118.1 million and $ 102.4 million was outstanding under the construction loan agreements respectively, with borrowings that bore a weighted average interest rate of 6.6 % and 6.5 % as of March 31, 2025 and December 31, 2024, respectively, and we were in compliance with all covenants thereunder.

Revolving Line of Credit

We are party to a Second Amended and Restated Credit Agreement, as amended, (which we refer to as the “Second A&R Credit Agreement”) with Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and the lenders party thereto.

The Second A&R Credit Agreement, which amended and restated our prior Amended and Restated Credit Agreement , provides us with a senior unsecured revolving line of credit (which we refer to as the “revolving line of credit”) of up to $ 800.0 million, and unless terminated earlier, will mature on April 30, 2026 .

The revolving line of credit includes a $ 250.0 million sublimit for standby letters of credit and a $ 50.0 million sublimit for swingline loans.

Under the terms of the Second A&R Credit Agreement, we are entitled to request an increase in the size of the revolving line of credit by an amount not exceeding $ 200.0 million.

Our obligations under the Second A&R Credit Agreement are guaranteed by certain of our subsidiaries.

The Second A&R Credit Agreement contains customary affirmative and negative covenants (including limitations on our ability to grant liens, incur additional debt, pay dividends, redeem our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions), as well as customary events of default.

Borrowings under the Second A&R Credit Agreement are based on an adjusted term SOFR reference rate, which equals the greater of (i) 0.50 % or (ii) the one-month quotation of the SOFR administered by the Federal Reserve Bank of New York, plus 0.10 %.

As of September 30, 2024, $ 414.0 million was outstanding under the revolving line of credit, with borrowings that bore an interest rate of 7.4 %, and we were in compliance with all covenants under the Second A&R Credit Agreement.

As of December 31, 2023, no amount was outstanding under the revolving line of credit.

On November 1, 2024, we entered into a credit agreement (the “Credit Agreement”) with U.S.

Bank National Association, as Administrative Agent, and the lenders party thereto.

The Credit Agreement, which replaced our prior Second Amended and Restated Credit Agreement, provides us with a senior unsecured revolving credit facility (which we refer to as the “revolving line of credit”) of

up to $ 900.0 million.

The revolving line of credit includes a $ 250.0 million sublimit for letters of credit.

Subject to the terms and conditions of the Credit Agreement, we are entitled to request an increase in the size of the revolving line of credit by an amount not exceeding $ 400.0 million.

The obligations under the Credit Agreement are guaranteed by certain of our subsidiaries.

Funds are available under the revolving line of credit for the construction of homes, for the acquisition and development of land, land under development and lots for the eventual construction of homes thereon, and for working capital in the ordinary course of business.

Unless terminated earlier, the revolving line of credit will mature on November 1, 2028 , and the principal amount thereunder, together with all accrued unpaid interest and other amounts owing thereunder, if any, will be payable in full on such date.

Subject to the terms and conditions of the Credit Agreement, we may request once per year a one-year extension of the maturity date and up to three times during the term of the revolving line of credit, subject to the approval of the lenders and the Administrative Agent.

The Credit Agreement contains customary affirmative and negative covenants (including limitations on our ability to grant liens, incur additional debt, pay dividends, redeem our common stock, make certain investments, issue certain equity securities, engage in transactions with affiliates and engage in certain merger, consolidation or asset sale transactions), as well as customary events of default.

Borrowings under the Credit Agreement bear interest at a floating rate equal to Term SOFR or Daily Simple SOFR (in each case as defined in the Credit Agreement), plus an applicable margin between 1.45 % and 2.30 % per annum, or if selected by us, a base rate plus an applicable margin between 0.45 % and 1.30 % per annum.

The “applicable margins” described above are determined by a schedule based on our leverage ratio, as defined in the Credit Agreement.

The Credit Agreement also provides for customary fees including commitment fees payable to each lender ranging from 0.20 % to 0.35 % per annum based on our leverage ratio of the unused portion of the revolving line of credit and other customary fees.

As of March 31, 2025 and December 31, 2024, $ 237.0 million and $ 135.5 million, respectively, was outstanding under the revolving line of credit, with borrowings that bore an interest rate of 5.9 % and 5.9 %, respectively, and we were in compliance with all covenants under the Credit Agreement.

On April 22, 2025, in accordance with the terms of the Credit Agreement, we increased our revolving line of credit to $ 1.0 billion.

Mortgage Repurchase Facilities – Financial Services

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Morgan Chase Bank, N.A., U.S.

Bank National Association and Truist Bank, which provide Inspire with uncommitted repurchase facilities of up to an aggregate of $ 475.0 million as of September 30, 2024, secured by the mortgage loans financed thereunder.

The repurchase facilities have varying short term maturity dates through September 26, 2025 .

Borrowings under the mortgage repurchase facilities bear interest at variable interest rates per annum equal to SOFR plus an applicable margin, and bore a weighted average interest rate of 6.8 % as of September 30, 2024.

Bank National Association and Truist Bank, which provide Inspire with uncommitted repurchase facilities of up to an aggregate of $ 375.0 million as of March 31, 2025, secured by the mortgage loans financed thereunder.

The repurchase facilities have varying short term maturity dates through November 14, 2025 .

Amounts outstanding under the repurchase facilities are not guaranteed by us or any of our subsidiaries, and the agreements contain various affirmative and negative covenants applicable to Inspire that are customary for arrangements of this type.

As of September 30, 2024 and December 31, 2023, we had $ 247.2 million and $ 239.3 million outstanding under the repurchase facilities, respectively, and were in compliance with all covenants thereunder.

As of March 31, 2025 and December 31, 2024, we had $ 204.3 million and $ 232.8 million outstanding under the repurchase facilities, respectively, and were in compliance with all covenants thereunder.

Interest on Senior Notes and Revolving Line of Credit

Interest on our senior notes and revolving line of credit, if applicable, is capitalized to inventories while the related communities are being actively developed and until homes are completed.

As our qualifying assets exceeded our outstanding debt during the three and nine months ended September 30, 2024 and 2023, we capitalized all interest costs incurred on these facilities during these periods.

As our qualifying assets exceeded our outstanding debt during the three months ended March 31, 2025 and 2024, we capitalized all interest costs incurred on these facilities during these periods.

Our interest costs were as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Interest capitalized beginning of period

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At the end of each interim period, we are required to estimate our annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period.

Our 2024 estimated annual effective tax rate, before discrete items, of 24.6 %, is driven by our blended federal and state statutory rate of 24.6 %, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation offset by estimated federal energy home credits for current year home deliveries.

For the nine months ended September 30, 2024, our estimated annual rate of 24.6 % was benefitted by discrete items which had a net impact of decreasing our rate by 0.4 %, including the impact of excess tax benefits for vested stock-based compensation.

For the three months ended September 30, 2024 and 2023, we recorded income tax expense of $ 26.9 million and $ 28.8 million, respectively .

For the nine months ended September 30, 2024 and 2023, we recorded income tax expense of $ 73.8 million and $ 56.9 million, respectively .

Our 2025 estimated annual effective tax rate, before discrete items, of 25.3 %, is driven by our blended federal and state statutory rate of 24.6 %, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation, and partially offset by estimated federal energy home credits for current year home deliveries.

For the three months ended March 31, 2025, our estimated annual rate of 25.3 % was benefitted by discrete items which had a net impact of decreasing our rate by 0.3 %, including the impact of excess tax benefits for vested stock-based compensation.

For the three months ended March 31, 2025 and 2024, we recorded income tax expense of $ 13.1 million and $ 20.0 million, respectively .

Fair Value Disclosures

Fair value measurements are used for the Company’s mortgage loans held for sale, mortgage loans held for investment, mortgage servicing rights, interest rate lock commitments and other derivative instruments on a recurring basis.

Fair value measurements are used for the Company’s mortgage loans held for sale, certain mortgage loans held for investment, mortgage servicing rights, interest rate lock commitments and other derivative instruments on a recurring basis.

We also utilize fair value measurements on a non-recurring basis for inventories and intangible assets when events and circumstances indicate that the carrying value is not recoverable.

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The key assumptions, which are generally unobservable inputs, used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost to service.

 Mortgage loans held for investment at fair value – The fair value of mortgage loans held for investment at fair value is calculated based on Level 3 analysis which incorporates information including the value of underlying collateral, from markets where there is little observable trading activity.

The following outlines the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, respectively (in thousands):

September 30,

 Mortgage loans held for investment at fair value – A portion of our mortgage loans held for investment included in prepaid expenses and other assets , which were those determined to be unsaleable and transferred from mortgage loans held for sale, are recorded at fair value and are calculated based on Level 3 analysis which incorporates information including the value of underlying collateral, from markets where there is little observable trading activity.

The following outlines the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, respectively (in thousands):

Balance Sheet Classification

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Accrued expenses and other liabilities

(1) A portion of our mortgage loans held for investment are recorded at fair value, which were those determined to be unsaleable and transferred from mortgage loans held for sale which are recorded at fair value.

The unobservable inputs used in the valuation of the mortgage loans held for investment at fair value include, among other items, the value of underlying collateral, from markets where there is little observable trading activity.

(2) The unobservable inputs used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost to service, which were 7.8 %, 10.4 %, and $ 0.073 per year per loan, respectively, as of September 30, 2024, and 8.6 %, 10.3 %, and $ 0.072 per year per loan, respectively, as of December 31, 2023.

(2) The unobservable inputs used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost to service, which were a weighted average of 8.2 %, 10.6 %, and $ 75 per year per loan, respectively, as of March 31, 2025, and 8.5 %, 10.6 %, and $ 74 per year per loan, respectively, as of December 31, 2024.

The high and low end of the range of unobservable inputs used in the valuation did not result in a significant change to the fair value measurement.

The following table represents the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements, with gains and losses from the changes in fair value reflected in financial services revenue on our condensed consolidated statements of operations (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Mortgage servicing rights

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End of period

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Mortgage loans held-for-investment at fair value

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End of period

For the financial assets and liabilities that the Company does not reflect at fair value, the following present both their respective carrying value and fair value at September 30, 2024 and December 31, 2023, respectively (in thousands).

September 30, 2024

For the financial assets and liabilities that the Company does not reflect at fair value, the following present both their respective carrying value and fair value at March 31, 2025 and December 31, 2024, respectively (in thousands).

March 31, 2025

December 31, 2024

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(2) Carrying amounts include any associated unamortized deferred financing costs, premiums and discounts.

As of September 30, 2024, these amounts totaled $ 3.8 million and $ 2.2 million for the 3.875 % senior notes and 6.750 % senior notes, respectively.

As of March 31, 2025, these amounts totaled $ 1.8 million and $ 3.4 million for the 6.750 % senior notes and 3.875 % senior notes, respectively.

As of December 31, 2024, these amounts totaled $ 2.0 million and $ 3.6 million for the 6.750 % senior notes and 3.875 % senior notes, respectively.

(3) Carrying amount approximates fair value due to short-term nature and/or interest rate terms.

(4) During the period ended September 30, 2024, other financing obligations included $ 14.5 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 5.0 % to 8.0 %, and $ 110.3 million related to outstanding borrowings on the construction loan agreements that bore a weighted average interest rate of 7.2 % as of September 30, 2024.

During the period ended December 31, 2023, other financing obligations included $ 24.7 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 4.8 % to 7.7 %, and $ 44.9 million related to outstanding borrowings on the construction loan agreements that bore a weighted average interest rate of 7.4 %.

(4) As of March 31, 2025, other financing obligations included $ 3.2 million related to insurance premium notes that bore a weighted average interest rate of 7.8 %, and $ 118.1 million related to outstanding borrowings on the construction loan agreements related to Century Living that bore a weighted average interest rate of 6.6 %.

As of December 31, 2024, other financing obligations included $ 11.0 million related to insurance premium notes and certain secured borrowings that bore a weighted average interest rate of 6.7 %, and $ 102.4 million related to outstanding borrowings on the construction loan agreements that bore a weighted average interest rate of 6.5 %.

Non-financial assets and liabilities include items such as inventory and property and equipment that are measured at fair value when acquired and as a result of impairments, if deemed necessary.

D uring the three months ended September 30, 2024, we determined that inventory with a carrying value before impairment of $ 10.6 million for two communities in our Century Complete and Southeast segments were not recoverable.

During the nine months ended September 30, 2024, we determined that inventory with a carrying value before impairment of $ 15.2 million for four communities in our Century Complete and Southeast segments were not recoverable .

Accordingly, during the three and nine months ended September 30, 2024, we recognized impairment charges of an aggregate $ 1.4 million and $ 1.9 million, respectively, in order to record the communities at fair value.

No impairment charges were recorded in the three and nine months ended September 30, 2023.

When impairment charges are recognized, the estimated fair value of communities are determined through a discounted cash flow approach utilizing Level 3 inputs.

Changes in our cash flow projections in future periods related to these communities may change our conclusions on the recoverability of inventory in the future.

D uring the three months ended March 31, 2025, we determined that inventory with a carrying value before impairment of $ 2.0 million for one community in our Century Complete segment was not recoverable.

Accordingly, during the three months ended March 31, 2025, we recognized impairment charges of an aggregate $ 0.4 million in order to record the community at fair value.

No impairment charges were recorded in the three months ended March 31, 2024.

The estimated fair value of the community was determined through a discounted cash flow approach utilizing Level 3 inputs.

When estimating future discounted cash flows, we utilized a weighted-average discount rate of approximately 10 % in our valuation during the three months ended March 31, 2025.

Changes in our cash flow projections in future periods related to this community may change our conclusions on the recoverability of inventory in the future.

Stock-Based Compensation

During the nine months ended September 30, 2024 and 2023, we granted restricted stock units (which we refer to as “RSUs”) covering 0.2 million and 0.2 million shares of common stock, respectively, with a grant date fair value of $ 86.01 and $ 62.68 per share, respectively, that vest over a three year period.

During the nine months ended September 30, 2024 and 2023, we granted 11.0 thousand and 11.0 thousand shares of common stock, respectively, on an unrestricted basis (which we refer to as “stock awards”) with a grant date fair value of $ 82.84 and $ 65.77 per share, respectively, to our non-employee directors.

During the nine months ended September 30, 2024 and 2023, we granted performance share units (which we refer to as “PSUs”) covering up to 0.3 million and 0.5 million shares of common stock assuming maximum level of performance with a grant date fair value of $ 82.23 and $ 60.05 per share, respectively, that are subject to both service and performance vesting conditions.

The quantity of shares that will ultimately vest and be issued upon settlement of the PSUs ranges from 0 % to 250 % of a targeted number of shares and will be determined based on an achievement of a three year adjusted pre-tax income performance goal.

During the nine months ended September 30, 2024 and 2023, we issued 0.2 million and 0.3 million shares of common stock, respectively, upon the vesting and settlement of PSUs that were granted in previous periods.

Approximately 1.1 million shares will vest from 2025 to 2027 if the defined maximum performance targets are met, and no shares will vest if the defined minimum performance targets are not met.

A summary of our outstanding PSUs, assuming the current estimated level of performance achievement, and RSUs are as follows (in thousands, except years):

September 30, 2024

During the three months ended March 31, 2025 and 2024, we granted restricted stock units (which we refer to as “RSUs”) covering 0.2 million and 0.2 million shares of common stock, respectively, with a grant date fair value of $ 76.38 and $ 85.84 per share, respectively, that vest over a three year period.

During the three months ended March 31, 2025, we granted performance share units (which we refer to as “PSUs”) covering up to 0.5 million shares of common stock assuming maximum level of performance with a weighted-average grant date fair value of $ 67.01 per share that are subject to service, performance, and market vesting conditions.

The quantity of shares that will vest and be issued upon settlement of the PSUs ranges from 0 % to up to 250 % of a targeted number of shares depending upon the participant and will be determined based on achievement of three-year cumulative revenue and three-year cumulative adjusted pre-tax income performance goals.

The ultimate share payout may then be adjusted by a relative total shareholder return modifier based on our three-year cumulative total stockholder return (which we refer to as “TSR”) relative to the average TSR of all companies in a defined peer group, with the potential to decrease the payout by 10% or increase it up to 20%.

W e u tilize the Monte Carlo simulation model to determine the fair value of PSUs that contain market conditions , and stock-based compensation expense is recognized ratably for awards subject to market conditions regardless of whether the market condition is satisfied, provided that the requisite service has been met.

During the three months ended March 31, 2024, we granted PSUs covering up to 0.3 million shares of common stock assuming maximum level of performance with a grant date fair value of $ 82.23 per share that are subject to both service and performance vesting conditions.

The quantity of shares that will ultimately vest and be issued upon settlement of the PSUs ranges from 0 % to 250 % of a targeted number of shares and will be determined based on achievement of a three-year cumulative adjusted pre-tax income performance goal.

During the three months ended March 31, 2025 and 2024, we issued 0.4 million and 0.2 million shares of common stock, respectively, upon the vesting and settlement of PSUs that were granted in previous periods.

Approximately 1.1 million shares will vest from 2026 to 2028 if the defined maximum performance targets are met and, for applicable awards, if the defined maximum TSR conditions are met, and no shares will vest if the defined minimum performance targets are not met.

A summary of our outstanding RSUs and PSUs, assuming the current estimated level of performance achievement , are as follows (in thousands, except years):

March 31, 2025

Unvested units

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Weighted-average years to recognize compensation cost

During the three months ended September 30, 2024 and 2023, we recognized stock-based compensation expense of $ 7.4 million and $ 12.2 million, respectively.

During the nine months ended September 30, 2024 and 2023, we recognized stock-based compensation expense of $ 18.1 million and $ 26.5 million, respectively.

During the three months ended March 31, 2025 and 2024, we recognized stock-based compensation expense of $ 0.3 million and $ 2.8 million, respectively.

Stock-based compensation expense is included in selling, general, and administrative expense on our condensed consolidated statements of operations.

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Accordingly, future compensation cost associated with outstanding PSUs may increase or decrease based on the probability and extent of achievement with respect to the applicable performance measures.

During the three months ended March 31, 2025, in accordance with ASC 718, Compensation—Stock Compensation, we updated our recognition of stock-based compensation expense associated with previously granted PSU awards to reflect probable financial results as they relate to the performance goals of the awards.

Accordingly, our estimate of the number of shares which will ultimately vest and be issued upon settlement of our PSU awards decreased by a total of 0.1 million shares during the three months ended March 31, 2025.

We recorded a cumulative adjustment to reduce stock-based compensation expense of $ 5.8 million ($ 4.3 million net of tax), or $ 0.14 per share (basic and diluted), during the three months ended March 31, 2025.

Stockholders’ Equity

The Company’s authorized capital stock consists of 100.0 million shares of common stock, par value $ 0.01 per share, and 50.0 million shares of preferred stock, par value $ 0.01 per share.

As of September 30, 2024 and December 31, 2023, there were 31.3 million and 31.8 million shares of common stock issued and outstanding, respectively, and no shares of preferred stock outstanding.

As of March 31, 2025 and December 31, 2024, there were 30.5 million and 31.0 million shares of common stock issued and outstanding, respectively, and no shares of preferred stock outstanding.

On May 4, 2022, the stockholders approved the adoption of the Century Communities, Inc.

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Under the 2022 Incentive Plan, 3.1 million shares of common stock are available for issuance to eligible participants, plus 51.2 thousand shares of our common stock that remained available for issuance under the 2017 Incentive Plan and any shares subject to awards outstanding under the 2017 Incentive Plan that are subsequently forfeited, cancelled, expire or otherwise terminate without the issuance of such shares.

During the nine months ended September 30, 2024 and 2023, we issued 0.3 million and 0.4 million shares of common stock, respectively, related to the vesting and settlement of RSUs and PSUs.

As of September 30, 2024, approximately 2.2 million shares of common stock remained available for issuance under the 2022 Incentive Plan.

The following table sets forth cash dividends declared by our Board of Directors to holders of record of our common stock during the nine months ended September 30, 2024 and 2023, respectively (in thousands, except per share information):

Nine Months Ended September 30, 2024

During the three months ended March 31, 2025 and 2024, we issued 0.6 million and 0.3 million shares of common stock, respectively, related to the vesting and settlement of RSUs and PSUs.

As of March 31, 2025, approximately 1.5 million shares of common stock remained available for issuance under the 2022 Incentive Plan .

The following table sets forth cash dividends declared by our Board of Directors to holders of record of our common stock during the three months ended March 31, 2025 and 2024, respectively (dollars in thousands, except per share information):

Three months ended March 31, 2025

Cash Dividends Declared and Paid

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March 12, 2025

June 12, 2024

August 14, 2024

August 28, 2024

September 11, 2024

Nine Months Ended September 30, 2023

Three months ended March 31, 2024

Cash Dividends Declared and Paid

1 unchanged sentence

February 7, 2024

March 1, 2023

February 28, 2024

March 13, 2024

June 14, 2023

August 16, 2023

August 30, 2023

September 13, 2023

Under the 2022 Incentive Plan and the previous 2017 Incentive Plan, at the discretion of the Compensation Committee of the Board of Directors, RSUs and PSUs granted under the plan have the right to earn dividend equivalents, which entitles the holders of such RSUs and PSUs to additional RSUs and PSUs equal to the same dividend value per share as holders of common stock.

Dividend equivalents are subject to the same vesting and other terms and conditions as the underlying RSUs and PSUs.

Our stock repurchase programs, authorized by our Board of Directors, authorize us to repurchase up to 9.0 million shares of our outstanding common stock, of which 5.1 million shares remained available to be repurchased as of September 30, 2024.

We did no t repurchase any shares of our common stock during the three months ended September 30, 2024.

During the nine months ended September 30, 2024, an aggregate of 651.9 thousand shares were repurchased for a total purchase price of approximately $ 53.1 million and a weighted average price of $ 81.49 per share.

During the three and nine months ended September 30, 2023, an aggregate of 247.8 thousand and 278.2 thousand shares, respectively, were repurchased for a total purchase price of approximately $ 17.3 million and $ 19.2 million, respectively, and a weighted average price of $ 69.61 and $ 69.09 per share, respectively.

During the nine months ended September 30, 2024 and 2023, shares of common stock at a total cost of $ 10.5 million and $ 10.7 million, respectively, were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock-based compensation awards.

Our current stock repurchase program, authorized by our Board of Directors, authorizes us to repurchase up to 4.5 million shares of our outstanding common stock, of which 3.9 million shares remained available to be repurchased as of March 31, 2025.

During the three months ended March 31, 2025 and 2024, an aggregate of 753.3 thousand and 186.9 thousand shares, respectively, were repurchased under this and our previous stock repurchase program for a total purchase price of approximately $ 55.6 million and $ 16.1 million, respectively, and a weighted average price of $ 73.76 and $ 86.16 per share, respectively, excluding the excise tax accrued on our net share repurchases as a result of the Inflation Reduction Act of 2022.

During the three months ended March 31, 2025 and 2024, shares of common stock at a total cost of $ 17.2 million and $ 10.4 million, respectively, were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock-based compensation awards.

Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased and retired by us but are not part of our publicly announced share repurchase programs.

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We use the treasury stock method to calculate earnings per share as our currently issued non-vested RSUs and PSUs do not have participating rights.

The following table sets forth the computation of basic and diluted EPS for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per share information):

Three Months Ended September 30,

Nine Months Ended September 30,

The following table sets forth the computation of basic and diluted earnings per share (which we refer to as “EPS”) for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share information):

Three Months Ended March 31,

Weighted average common shares outstanding - basic

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Stock-based awards are excluded from the calculation of diluted EPS in the event they are subject to unsatisfied performance conditions or are antidilutive.

We excluded 0.4 million and 0.9 million common stock unit equivalents from diluted earnings per share during the three months ended September 30, 2024 and 2023, respectively, and we excluded 0.4 million and 0.8 million common stock unit equivalents from diluted earnings per share during the nine months ended September 30, 2024 and 2023, respectively, related to the PSUs for which performance conditions remained unsatisfied.

During the three months ended March 31, 2025 and 2024, we excluded 0.7 million and 0.5 million, respectively, of common stock unit equivalents from diluted earnings per share related to the PSUs for which performance conditions remained unsatisfied.

During the three months ended March 31, 2025 and 2024, we excluded 0.2 million and no amounts, respectively, of common stock unit equivalents from diluted earnings per share that were antidilutive.

Commitments and Contingencies

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In the normal course of business, we post letters of credit and performance and other bonds primarily related to our land development performance obligations with local municipalities.

As of September 30, 2024 and December 31, 2023, we had $ 527.9 million and $ 510.5 million, respectively, in letters of credit and performance and other bonds issued and outstanding.

As of March 31, 2025 and December 31, 2024, we had $ 570.9 million and $ 563.5 million, respectively, in letters of credit and performance and other bonds issued and outstanding.

Legal Proceedings

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements