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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-26 · 43 added, 8 removed, 173 unchanged (23% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2024.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure information is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

10 unchanged sentences

Changes in Internal Controls

No change in our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

No change in our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) occurred during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

27 unchanged sentences

During the three months ended December 31, 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.

Retention Arrangements and Annual Cash Bonus Plan Modification

On February 13, 2026, in order to enhance the retention of certain key officers of the Company, the Compensation Committee of the Board authorized and approved retention arrangements with the executive officers of the Company and certain other officers of the Company.

Certain officers of the Company and one executive officer (Mr.

Garber) will receive a one-time cash payment during the first quarter of 2026.

Garber will receive a one-time cash payment of $150,000.

The other executive officers of the Company (Messrs.

Lipar, Snider and Merdian) and one other officer of the Company have their one-time cash payments tied to the Company’s Net Debt to Capitalization as of June 30, 2026.

The target payment for Messrs.

Lipar, Snider and Merdian is $600,000, $350,000 and $300,000, respectively.

If the Company’s Net Debt to Capitalization as of June 30, 2026 is:

greater than 45%, then the cash payment is 50% of target;

between 40% and 45%, then the cash payment is 100% of target;

and below 40%, then the cash payment is 150% of target.

All of the retention cash payments are subject to payback if the recipient voluntarily leaves the Company before December 31,2026.

In addition, the Compensation Committee of the Board modified the potential bonus to be paid under the Company’s 2026 annual cash bonus plan for all participants in the plan including, Messrs.

Lipar, Snider, Merdian, and Garber.

Such participants will receive an additional bonus equal to 25% of such participant’s 2026 bonus paid under the Company’s annual cash bonus plan if the Company’s return on equity (ROE) for 2026 is above 10%.

ROE for purposes of this potential bonus is defined as the Company’s net income for the fiscal year ended December 31, 2026 as reported in the Company’s audited Statement of Operations for the fiscal year ended December 31, 2026 divided by the average of the Company’s total equity as of March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026 as reported in the respective Balance Sheet of the Company for each such date.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

47 unchanged sentences

filed with the SEC on August 28, 2013).

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

001-36126) of LGI Homes, Inc.

filed with the SEC on February 25, 2020).

Description of Securities Registered Pursuant to Section 12 of the S ecurities Exchange Act of 1934.

4.2 Indenture, dated as of July 6, 2018, among LGI Homes, Inc., the potential subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

22 unchanged sentences

filed with the SEC on June 3, 2016).

Amendment No.

1 to the LGI Homes, Inc.

2016 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-3612 6 ) of LGI Homes, Inc.

filed with the SEC on April 29, 2025 ) .

Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, 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 herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

13 unchanged sentences

filed with the SEC on December 11, 2023).

Fifth Amendment to Fifth Amended and Restated Credit Agreement, dated as of October 9, 2024, 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 10.1 to the Current Report on Form 8-K (File No.

Fifth Amendment to Fifth Amended and Restated Credit Agreement, dated as of October 9, 2024, 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 herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36126) of LGI Homes, Inc.

filed with the SEC on October 11, 2024).

I nsider Trading Policy .

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 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

001-36126) of LGI Homes, Inc.

filed with the SEC on April 30, 2025).

Letter Agreement, dated as of June 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 (incorporated herein by reference to Exhibit 10.3 to the Quarterly 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).

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 herein by reference to Exhibit 10.4 to the Quarterly 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).

LGI H omes , I nc .

C hange in Control Severance Agreement

Insi der Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

001-36126) of LGI Homes, Inc.

filed with the SEC on February 26, 2025).

21.1* List of Subsidiaries of LGI Homes, Inc.

22 unchanged sentences

LGI Homes, Inc.

February 25, 2025 /s/ Eric Lipar

February 19, 2026

/s/ Eric Lipar

Chief Executive Officer and Chairman of the Board

15 unchanged sentences

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-K

Item 9A. Controls and Procedures