Item 5. Other Information
ITEM 5. OTHER INFORMATION
Change in Control Plan
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. 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. 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. 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. 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. Lipar, Snider, Merdian and Garber is entitled to benefits continuation coverage for 18 months after termination. The Company expects to amend Mr. Lipar’s employment agreement so that the severance benefits set forth in the CIC Plan would replace the severance benefits currently included in Mr. Lipar’s employment agreement.
Rule 10b5-1 Trading Arrangements
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. Subject to meeting the stock price conditions set forth therein and pursuant to the terms thereof, Mr. 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. Mr. 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.
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.
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ITEM 6. EXHIBITS
Exhibit No. Description
3.1** Certificate of Incorporation of LGI Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 33-190853) of LGI Homes, Inc. filed with the SEC on August 28, 2013).
3.2** Certificate of Amendment of Certificate of Incorporation of LGI Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36126) of LGI Homes, Inc. filed with the SEC on May 1, 2023).
3.3** Bylaws of LGI Homes, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-190853) of LGI Homes, Inc. filed with the SEC on August 28, 2013).
10.1**
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. filed with the SEC on August 5, 2025) .
31.1* CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS† Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH† Inline XBRL Taxonomy Extension Schema Document.
101.CAL† Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF† Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB† Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE† Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104† Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Previously filed.
† XBRL information is deemed not filed or a part of a registration statement or Annual Report for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under such sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LGI Homes, Inc.
Date: November 4, 2025 /s/ Eric Lipar
Eric Lipar
Chief Executive Officer and Chairman of the Board
November 4, 2025 /s/ Charles Merdian
Charles Merdian
Chief Financial Officer and Treasurer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.