Forestar Group Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this quarterly report and with our annual report on Form 10-K for the fiscal year ended September 30, 2025. Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those described in the "Forward-Looking Statements" section following this discussion. Our Operations Forestar Group Inc. is a national, well-capitalized residential lot development company focused primarily on making investments in land acquisition and development to sell finished single-family residential lots to homebuilders. Our common stock is listed on the New York Stock Exchange and the NYSE Texas under the ticker symbol "FOR." The terms "Forestar," the "Company," "we" and "our" used herein refer to Forestar Group Inc., a Delaware corporation, and its predecessors and subsidiaries. In October 2017, Forestar became a majority-owned subsidiary of D.R. Horton, Inc. ("D.R. Horton") by virtue of a merger with a wholly-owned subsidiary of D.R. Horton. Immediately following the merger, D.R. Horton owned 75% of our outstanding common stock. As of December 31, 2025, D.R. Horton owned approximately 62% of our outstanding common stock. As our controlling shareholder, D.R. Horton has significant influence in guiding our strategic direction and operations. We manage our operations through our real estate segment, which is our core business and generates substantially all of our revenues. The real estate segment primarily acquires land and installs infrastructure for single-family residential communities, and its revenues generally come from sales of residential single-family finished lots to local, regional and national homebuilders. We have other business activities for which the related assets and operating results are immaterial and therefore are included within our real estate segment. Our real estate segment conducts a wide range of project planning and management activities related to the entitlement, acquisition, community development and sale of residential lots. We generally secure entitlements while the land is under contract by creating plans that meet the needs of the markets where we operate, and we aim to have all entitlements secured before closing on the investment. Moving land through the entitlement and development process creates significant value. We primarily invest in entitled short-duration projects that can be developed in phases, enabling us to complete and sell lots at a pace that matches market demand, consistent with our focus on maximizing capital efficiency and returns. We occasionally make short-term strategic investments in finished lots (lot banking) and undeveloped land (land banking) with the intent to sell these assets within a short time period to utilize available capital prior to its deployment into longer-term lot development projects. For the three months ended December 31, 2025, we sold 1,944 lots with an average sales price of $121,000. At December 31, 2025, our lot position consisted of 101,000 residential lots, of which approximately 65,600 were owned and 35,400 were controlled through purchase contracts. Of our 65,600 owned lots, approximately 24,100 lots are under contract to be sold for an aggregate remaining sales price of approximately $2.2 billion. We have expanded and diversified our lot development operations across 64 markets in 23 states by investing available capital into our existing markets and by entering new markets. We believe our geographically diverse operations provide a strong platform for us to consolidate market share in the highly fragmented lot development industry. We also believe our geographic diversification lowers our operational risks and enhances our earnings potential by mitigating the effects of local and regional economic cycles. Our customers are primarily local, regional and national homebuilders. The lots we deliver in our communities are primarily for entry-level, first-time move-up and active adult homes. Entry-level and first-time move-up homebuyers are the largest segments of the new home market. 18 Table of Contents During the three months ended December 31, 2025, total residential lots sold decreased by 17% while the average sales price per lot increased 15% resulting in a 5% decrease in total residential lot sales revenue compared to the prior year period. Our consolidated revenues increased 9% to $273.0 million compared to $250.4 million. Our pre-tax income was $20.8 million in the three months ended December 31, 2025 compared to $21.9 million in the prior year period, and our pre-tax operating margin was 7.6% compared to 8.7%. Net income was $15.4 million in the three months ended December 31, 2025 compared to $16.5 million in the prior year period, and our diluted earnings per share was $0.30 compared to $0.32. During the first quarter, new home demand continued to be impacted by ongoing affordability constraint s and cautious consumer sentiment. Homebuilders have continued to offer elevated levels of sales incentives, such as mortgage rate buydowns, to address affordability and spur the demand for new homes. Despite current market conditions, our revenues increased 9% from the prior year period. Ou r ongoing focus is primarily to develop lots for homes at affordable price points. While disruptions in the supply chain for certain construction materials and tightness in the labor market have largely subsided, delays in receiving the necessary approvals from municipalities are still extending development cycle times in certain markets, and development costs remain elevated. We attempt to offset cost increases in one component with savings in another, and we increase our land and lot sales prices when market conditions permit. However, if market conditions are challenging, we may have to reduce selling prices or may not be able to offset cost increases with higher selling prices. We remain focused on managing the pricing and sales pace in each of our communities to optimize the returns on our inventory investments and adjust to local market conditions and demand. To adjust to changes in market conditions during recent years, we have reduced lot prices where necessary. We believe we are well-positioned to consolidate market share in the highly fragmented lot development industry because of our national footprint and strong local teams, our low net leverage and strong liquidity position, lower overhead model, geographically diverse lot portfolio that is focused on affordable price points and strategic relationship with D.R. Horton. We plan to remain disciplined when investing in land opportunities and to remain focused on managing our lot sales pace and lot pricing at each community to optimize the return on our investments. Results of Operations The following tables and related discussion set forth key operating and financial data as of and for the three months ended December 31, 2025 and 2024. Operating Results Components of income before income taxes were as follows: Three Months Ended December 31, 2025 2024 (In millions) Revenues $ 273.0 $ 250.4 Cost of sales 218.0 195.4 Selling, general and administrative expense 36.5 36.0 Equity in earnings of unconsolidated ventures — (0.6) Interest and other income (2.3) (2.3) Income before income taxes $ 20.8 $ 21.9 19 Table of Contents Lot Sales Residential lots sold consisted of: Three Months Ended December 31, 2025 2024 Development projects 1,900 2,291 Lot banking projects 44 42 1,944 2,333 Average sales price per lot (a) $ 121,000 $ 105,500 _______________ (a) Excludes any impact from change in contract liabilities. Revenues Revenues consisted of: Three Months Ended December 31, 2025 2024 (In millions) Residential lot sales: Development projects $ 231.1 $ 241.0 Lot banking projects 4.1 5.2 Decrease in contract liabilities — 1.2 235.2 247.4 Tract sales and other 37.8 3.0 Total revenues $ 273.0 $ 250.4 Residential lot sales to D.R. Horton and customers other than D.R. Horton consisted of: Three Months Ended December 31, 2025 2024 Residential lots sold to D.R. Horton 1,627 2,112 Residential lots sold to customers other than D.R. Horton 317 221 1,944 2,333 20 Table of Contents Residential lot revenues from lot sales to D.R. Horton and customers other than D.R. Horton, before deferred development projects and changes in contract liabilities, consisted of: Three Months Ended December 31, 2025 2024 (In millions) Revenues from lot sales to D.R. Horton $ 183.8 $ 217.4 Revenues from lot sales to customers other than D.R. Horton 51.4 28.8 $ 235.2 $ 246.2 Residential lot sales revenues in the three months ended December 31, 2025 decreased compared to the prior year period primarily due to the decrease in lot sales volume, which was partially offset by the increase in our average selling price per lot. The increase in our average sales price per lot was primarily due to changes in the regional mix of lot sales. Lots sold to customers other than D.R. Horton in the three months ended December 31, 2025 included 146 lots that were sold for $33.4 million to a lot banker who expects to sell those lots to D.R. Horton at a future date. Tract sales and other revenues in three months ended December 31, 2025 primarily consisted of 193 tract acres sold to customers other than D.R. Horton for $29.3 million. Cost of Sales, Real Estate Impairment and Land Option Charges and Interest Incurred Cost of sales in the three months ended December 31, 2025 increased compared to the prior year periods primarily due to the increase in revenues. Cost of sales related to tract sales and other revenues in the three months ended December 31, 2025 was $26.9 million. Each quarter, we review the performance and outlook for all of our real estate for indicators of potential impairment and perform detailed impairment evaluations and analyses when necessary. As a result of this process, no impairment charges were recorded in the three months ended December 31, 2025 and 2024. In the three months ended December 31, 2025, land purchase contract deposit and pre-acquisition cost write-offs related to land purchase contracts that we have terminated or expect to terminate were $0.8 million, compared to $1.1 million in the prior year period. We capitalize interest costs throughout the development period (active real estate). Capitalized interest is charged to cost of sales as the related real estate is sold to the buyer. Interest incurred was $12.5 million in the three months ended December 31, 2025 compared to $8.3 million in the prior year period. Interest charged to cost of sales in the three months ended December 31, 2025 was 2.0% of total cost of sales (excluding impairments and land option charges) compared to 1.8% and for the prior year period. Selling, General and Administrative (SG&A) Expense and Other Income Statement Items SG&A expense in the three months ended December 31, 2025 was $36.5 million compared to $36.0 million in the prior year period. SG&A expense as a percentage of revenues was 13.4% in the three months ended December 31, 2025 compared to 14.4% in the prior year period. Our SG&A expense primarily consisted of employee compensation and related costs. Our business operations employed 415 and 427 employees at December 31, 2025 and 2024, respectively. We attempt to control our SG&A costs while ensuring that our infrastructure supports our operations; however, we cannot make assurances that we will be able to maintain or improve upon the current SG&A expense as a percentage of revenues. Interest and other income primarily represents interest earned on our cash deposits. 21 Table of Contents Income Taxes Income tax expense for both the three months ended December 31, 2025 and 2024 was $5.4 million. Our effective tax rate was 26.0% for the three months ended December 31, 2025 compared to 24.7% in the prior year period. The effective tax rate for both periods included an expense for state income taxes and nondeductible expenses as well as a benefit for nontaxable income. At December 31, 2025, we had deferred tax liabilities, net of deferred tax assets , of $86.8 million. The deferred tax assets were partially offset by a valuation allowance of $0.6 million, resulting in a net deferred tax liability of $87.4 million. At September 30, 2025, deferred tax liabilities, net of deferred tax assets , were $85.6 million. The deferred tax assets were partially offset by a valuation allowance of $0.6 million, resulting in a net deferred tax liability of $86.2 million. The valuation allowance for both periods was recorded because it is more likely than not that a portion of our state deferred tax assets, primarily net operating loss (NOL) carryforwards, will not be realized because we are no longer operating in some states or the NOL carryforward periods are too brief to realize the related deferred tax asset. We will continue to evaluate both the positive and negative evidence in determining the need for a valuation allowance on our deferred tax assets. Any reversal of the valuation allowance in future periods will impact our effective tax rate. Land and Lot Position Our land and lot position at December 31, 2025 and September 30, 2025 is summarized as follows: December 31, 2025 September 30, 2025 Lots owned 65,600 65,100 Lots controlled through land and lot purchase contracts 35,400 34,700 Total lots owned and controlled 101,000 99,800 Owned lots under contract to sell to D.R. Horton 22,600 22,800 Owned lots under contract to customers other than D.R. Horton 1,500 1,000 Total owned lots under contract 24,100 23,800 Owned lots subject to right of first offer with D.R. Horton based on executed purchase and sale agreements 18,100 17,600 Owned lots fully developed 10,400 8,900 Liquidity and Capital Resources Liquidity At December 31, 2025, we had $211.7 million of cash and cash equivalents and $607.6 million of available borrowing capacity on our revolving credit facility. We have no senior note maturities until 2028. We believe we are well-positioned to operate effectively during changing economic conditions because of our low net leverage and strong liquidity position, our low overhead model and our strategic relationship with D.R. Horton. At December 31, 2025, our ratio of debt to total capital (debt divided by stockholders’ equity plus debt) was 30.8% compared to 31.2% at September 30, 2025 and 33.3% at December 31, 2024. Our ratio of net debt to total capital (debt net of unrestricted cash divided by stockholders’ equity plus debt net of unrestricted cash) was 24.6% compared to 19.3% at September 30, 2025 and 29.5% at December 31, 2024. Over the long term, we intend to maintain our ratio of net debt to total capital at approximately 40% or less. We believe that the ratio of net debt to total capital is useful in understanding the leverage employed in our operations. 22 Table of Contents We believe that our existing cash resources and revolving credit facility will provide sufficient liquidity to fund our near-term working capital needs. Our ability to achieve our long-term growth objectives will depend on our ability to obtain financing in sufficient amounts. We regularly evaluate alternatives for managing our capital structure and liquidity profile in consideration of expected cash flows, growth and operating capital requirements and capital market conditions. We may, at any time, be considering or preparing for the purchase or sale of our debt securities, the sale of our common stock or a combination thereof. Bank Credit Facility We have a $665 million senior unsecured revolving credit facility with an uncommitted accordion feature that could increase the size of the facility to $1 billion, subject to certain conditions and availability of additional bank commitments. Of the total commitments, $600 million matures on December 18, 2029 and $65 million matures on October 28, 2026. The facility also provides for the issuance of letters of credit with a sublimit equal to the greater of $100 million and 50% of the total revolving credit commitments. Borrowings under the revolving credit facility are subject to a borrowing base calculation based on the book value of our real estate assets and unrestricted cash. Letters of credit issued under the facility reduce the available borrowing capacity. At December 31, 2025, there were no borrowings outstanding and $57.4 million of letters of credit issued under the revolving credit facility, resulting in available capacity of $607.6 million. The revolving credit facility is guaranteed by our wholly-owned subsidiaries that are not immaterial subsidiaries and have not been designated as unrestricted subsidiaries. The revolving credit facility includes customary affirmative and negative covenants, events of default and financial covenants. The financial covenants require a minimum level of tangible net worth, a minimum level of liquidity and a maximum allowable leverage ratio. These covenants are measured as defined in the credit agreement governing the facility and are reported to the lenders quarterly. A failure to comply with these financial covenants could allow the lending banks to terminate the availability of funds under the revolving credit facility or cause any outstanding borrowings to become due and payable prior to maturity. At December 31, 2025, we were in compliance with all of the covenants, limitations and restrictions of our revolving credit facility. Senior Notes We have outstanding senior notes as described below that were issued pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes represent senior unsecured obligations that rank equally in right of payment to all existing and future senior unsecured indebtedness and may be redeemed prior to maturity, subject to certain limitations and premiums defined in the respective indenture. The notes are guaranteed by each of our subsidiaries to the extent such subsidiaries guarantee our revolving credit facility. Our $300 million principal amount of 5.0% senior notes (the "2028 notes") mature March 1, 2028 with interest payable semiannually. Until March 1, 2026, the 2028 notes may be redeemed at 100.833% of their principal amount plus any accrued and unpaid interest, and the 2028 notes can be redeemed at par on or after March 1, 2026 through maturity. The annual effective interest rate of the 2028 notes after giving effect to the amortization of financing costs is 5.2%. Our $500 million principal amount of 6.5% senior notes (the "2033 notes") mature March 15, 2033, with interest payable semiannually. At any time prior to March 15, 2028, we may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2033 notes with the net cash proceeds from certain equity offerings at a redemption price of 106.5% of the principal amount of the 2033 notes being redeemed. At any time prior to March 15, 2028, we may redeem some or all of the 2033 notes at a redemption price of 100% of the principal amount thereof plus a specified “make whole” premium described in the indenture. We also have the option, at any time on or after March 15, 2028 to redeem some or all of the 2033 notes at 103.25% of their principal amount plus any accrued and unpaid interest. In accordance with the indenture, the redemption price decreases annually thereafter and the 2033 notes can be redeemed at par on or after March 15, 2030 through maturity. The annual effective interest rate of the 2033 notes after giving effect to the amortization of financing costs is 6.7%. The indentures governing our senior notes require that, upon the occurrence of both a change of control and a rating decline (as defined in each indenture), we offer to purchase the applicable series of notes at 101% of their principal amount, plus accrued and unpaid interest. Under the indenture governing the 2028 notes, if we or our restricted subsidiaries dispose of assets, under certain circumstances, we will be required to either invest the net cash proceeds from such asset sales in our business within a specified period of time, repay certain senior secured debt or debt of our non-guarantor subsidiaries, or make an offer to purchase a principal amount of such notes equal to the excess net cash proceeds at a purchase price of 100% of their principal amount. 23 Table of Contents The indenture governing the 2028 notes contains covenants that, among other things, restrict the ability of us and our restricted subsidiaries to pay dividends or distributions, repurchase equity, prepay subordinated debt and make certain investments; incur additional debt or issue mandatorily redeemable equity; incur liens on assets; merge or consolidate with another company or sell or otherwise dispose of all or substantially all of the assets of us and our restricted subsidiaries (taken as a whole); enter into transactions with affiliates; and allow to exist certain restrictions on the ability of subsidiaries to pay dividends or make other payments. The indenture governing the 2033 notes contains certain covenants that, among other things, restrict the ability of us and our restricted subsidiaries to create certain liens on assets; engage in certain sale and leaseback transactions; and merge or consolidate with another company or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of us and our restricted subsidiaries (taken as a whole). At December 31, 2025, we were in compliance with all of the limitations and restrictions associated with our senior note obligations. Effective April 30, 2020, our Board of Directors authorized the repurchase of up to $30 million of our debt securities. The authorization has no expiration date. All of the $30 million authorization was remaining at December 31, 2025. Other Note Payable In December 2025, we repaid the $9.9 million principal amount of a note payable that was issued as part of a transaction to acquire real estate for development. The note was non-recourse, was secured by the underlying real estate, and accrued interest at 4.0% per annum. Issuance of Common Stock We have an effective shelf registration statement filed with the Securities and Exchange Commission in September 2024, registering $750 million of equity securities, of which $300 million was reserved for sales under our at-the-market equity offering program that we entered into in November 2024. In the three months ended December 31, 2025, we did not issue any shares of common stock under our at-the-market equity offering program. At December 31, 2025, the full $750 million remained available for issuance under the shelf registration statement, with $300 million reserved for sales under our at-the-market equity offering program. Operating Cash Flow Activities In the three months ended December 31, 2025, net cash used in operating activities was $157.0 million, which was primarily the result of the increase in real estate, partially offset by net income generated in the period and the increases in accounts payable and other liabilities and earnest money deposits on sales contracts. In the three months ended December 31, 2024, net cash used in operating activities was $450.0 million, which was primarily the result of the increase in real estate and the decreases in accounts payable and other liabilities and accrued development costs, partially offset by net income generated in the period and the increase in earnest money deposits on sales contracts. Investing Cash Flow Activities In the three months ended December 31, 2025, net cash used in investing activities was $0.1 million compared to $0.9 million of cash provided by investing activities in the prior year period. Financing Cash Flow Activities In the three months ended December 31, 2025, net cash used in financing activities was $10.4 million which was primarily the result of the repayment of the $9.9 million principal amount of our other note payable. Cash provided by financing activities in the three months ended December 31, 2024 was $99.9 million which was primarily the result of $100 million of borrowings under our senior unsecured revolving credit facility. 24 Table of Contents Critical Accounting Policies and Estimates There have been no material changes in our critical accounting policies or estimates from those disclosed in our 2025 Annual Report on Form 10-K. New and Pending Accounting Pronouncements Please read Note 1—Basis of Presentation to the consolidated financial statements included in this Quarterly Report on Form 10-Q. 25 Table of Contents Forward-Looking Statements This Quarterly Report on Form 10-Q and other materials we have filed or may file with the Securities and Exchange Commission contain "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements are identified by their use of terms and phrases such as "believe," "anticipate," "could," "estimate," "likely," "intend," "may," "plan," "expect," and similar expressions, including references to assumptions. These statements reflect our current views with respect to future events and are subject to risks and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements. Factors and uncertainties that might cause such differences include, but are not limited to: • the effect of D.R. Horton’s controlling level of ownership on us and the holders of our securities; • our ability to realize the potential benefits of the strategic relationship with D.R. Horton; • the effect of our strategic relationship with D.R. Horton on our ability to maintain relationships with our customers; • the cyclical nature of the homebuilding and lot development industries and changes in economic, real estate and other conditions; • the impact of significant inflation, higher interest rates or deflation; • supply shortages and other risks of acquiring land, construction materials and skilled labor; • the effects of public health issues such as a major epidemic or pandemic on the economy and our business; • the impacts of weather conditions and natural disasters; • health and safety incidents relating to our operations; • our ability to obtain or the availability of surety bonds to secure our performance related to construction and development activities and the pricing of bonds; • the effects of information technology failures, cybersecurity incidents, and the failure to satisfy privacy and data protection laws and regulations; • the impact of governmental policies, laws or regulations and actions or restrictions of regulatory agencies; • the effects of changes in income tax and securities laws • our ability to achieve our strategic initiatives; • continuing liabilities related to assets that have been sold; • the cost and availability of property suitable for residential lot development; • general economic, market or business conditions where our real estate activities are concentrated; • our dependence on relationships with national, regional and local homebuilders; • competitive conditions in our industry; • obtaining reimbursements and other payments from governmental districts and other agencies and timing of such payments; • our ability to succeed in new markets; • the conditions of the capital markets and our ability to raise capital to fund expected growth; • our ability to manage and service our debt and comply with our debt covenants, restrictions and limitations; • the volatility of the market price and trading volume of our common stock; and • our ability to hire and retain key personnel. 26 Table of Contents Other factors, including the risk factors described in Item 1A of our 2025 Annual Report on Form 10-K, may also cause actual results to differ materially from those projected by our forward-looking statements. New factors emerge from time to time and it is not possible for us to predict all such factors, nor can we assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. 27 Table of Contents