OTHER INFORMATION
+Added: Change in Control Plan
+Added: On October 30, 2025, the Board, upon the recommendation of the Compensation Committee of the Board, authorized and approved a change in control plan (the “CIC Plan”) covering the executive officers of the Company and certain other officers of the Company.
+Added: Under the CIC Plan, participants in the CIC Plan are entitled to a lump-sum payment and a continuation of benefits upon a termination by the Company without cause or such participant’s resignation due to a material change in employment on or within two years following a change in control.
+Added: Upon a termination by the Company without cause or resignation due to a material change in employment on or within two years following a change in control, Mr.
+Added: Lipar is entitled to a lump-sum payment equal to three times the sum of his base salary and annual cash bonus (at target), and Messrs.
+Added: Snider, Merdian and Garber are entitled to a lump-sum payment equal to two times the sum of their respective base salary and annual cash bonus (at target), and each of Messrs.
+Added: Lipar, Snider, Merdian and Garber is entitled to benefits continuation coverage for 18 months after termination.
+Added: The Company expects to amend Mr.
+Added: Lipar’s employment agreement so that the severance benefits set forth in the CIC Plan would replace the severance benefits currently included in Mr.
+Added: Lipar’s employment agreement.
Rule 10b5-1 Trading Arrangements
−Removed: During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: Amendment to June 2025 Credit Agreement
−Removed: On August 1, 2025, we entered into the Letter Agreement Amendment, which amended the June 2025 Credit Agreement.
−Removed: The Letter Agreement Amendment, among other things, amended (i) the borrowing base by removing model housing units from the borrowing base sublimit, (ii) the financial covenants to (a) decrease the minimum EBITDA to interest expense ratio through December 31, 2026, (b) increase the minimum liquidity amount, (c) decrease the maximum leverage ratio through December 31, 2026 and (d) delete the covenant related to limitations on wholesale sales contracts, (iii) the permitted secured debt basket by increasing the available capacity thereunder and (iv) the restricted payment covenant to restrict the repurchase of shares and payment of dividends through December 31, 2026, subject to the terms and conditions set forth therein.
−Removed: The Credit Agreement otherwise has substantially similar terms and provisions to the June 2025 Credit Agreement.
−Removed: For additional information on the Credit Agreement (including defined terms used in this paragraph), see Note 4, “Notes Payable” to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
+Added: On August 21, 2025, Michael Snider, Chief Operating Officer of the Company, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
+Added: Subject to meeting the stock price conditions set forth therein and pursuant to the terms thereof, Mr.
+Added: Snider’s Rule 10b5-1 trading arrangement provides for the sale, between November 24, 2025 and November 23, 2026, of a maximum number of shares of the Company’s common stock that would generate proceeds of up to $2.0 million.
+Added: Snider’s Rule 10b5-1 trading arrangement will be in effect until the earlier of (i) November 23, 2026 and (ii) the completion of all sales contemplated thereunder.
+Added: Except as set forth above, during the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
3.1** Certificate of Incorporation of LGI Homes, Inc.
10 unchanged sentences
filed with the SEC on August 28, 2013).
−Removed: Sixth Amendment to Fifth Amended and Restated Credit Agreement, dated as of April 28, 2025, by and among LGI Homes, Inc., each of the financial institutions initially a signatory thereto, and Wells Fargo Bank, National Association, as administrative agent.
−Removed: Amendment No.
−Removed: 1 to the LGI Homes, Inc.
−Removed: 2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.
+Added: Letter Agreement, dated as of August 1, 2025, by and among LGI Homes, Inc., each of the financial institutions initially a signatory thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.4 to the Q uarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.
001-36126) of LGI Homes, Inc.
−Removed: filed with the SEC on April 29, 2025).
−Removed: Letter Agr eement , dated as of Ju ne 2 , 2025, by and among LGI Homes, Inc., each of the financial institutions initially a signatory thereto, and Wells Fargo Bank, National Association, as administrative agent.
−Removed: Letter Agreement, dated as of August 1 , 2025, by and among LGI Homes, Inc., each of the financial institutions initially a signatory thereto, and Wells Fargo Bank, National Association, as administrative agent.
+Added: filed with the SEC on August 5, 2025) .
31.1* CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
16 unchanged sentences
LGI Homes, Inc.
−Removed: August 5, 2025 /s/ Eric Lipar
+Added: November 4, 2025 /s/ Eric Lipar
Chief Executive Officer and Chairman of the Board
−Removed: August 5, 2025 /s/ Charles Merdian
+Added: November 4, 2025 /s/ Charles Merdian
Charles Merdian
1 unchanged sentence
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.