OTHER INFORMATION
−Removed: Change in Control Plan
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Lipar, Snider, Merdian and Garber is entitled to benefits continuation coverage for 18 months after termination.
−Removed: The Company expects to amend Mr.
−Removed: Lipar’s employment agreement so that the severance benefits set forth in the CIC Plan would replace the severance benefits currently included in Mr.
−Removed: Lipar’s employment agreement.
+Added: Retention Arrangements and Annual Cash Bonus Plan Modification
+Added: 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.
+Added: Certain officers of the Company and one executive officer (Mr.
+Added: Garber) will receive a one-time cash payment during the first quarter of 2026.
+Added: Garber will receive a one-time cash payment of $150,000.
+Added: The other executive officers of the Company (Messrs.
+Added: 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.
+Added: The target payment for Messrs.
+Added: Lipar, Snider and Merdian is $600,000, $350,000 and $300,000, respectively.
+Added: If the Company’s Net Debt to Capitalization as of June 30, 2026 is:
+Added: greater than 45%, then the cash payment is 50% of target;
+Added: between 40% and 45%, then the cash payment is 100% of target;
+Added: and below 40%, then the cash payment is 150% of target.
+Added: All of the retention cash payments are subject to payback if the recipient voluntarily leaves the Company before December 31, 2026.
+Added: 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.
+Added: Lipar, Snider, Merdian, and Garber.
+Added: 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%.
+Added: 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.
+Added: Amendment to Lipar Employment Agreement
+Added: On April 22, 2026, the Company entered into an amendment to the employment agreement with Eric Lipar, our Chief Executive Officer and Chairman of the Board (the “Lipar Employment Agreement”).
+Added: The amendment provides that, if both the Lipar Employment Agreement and the Change in Control Severance Agreement between the Company and Mr.
+Added: Lipar (the “Lipar CIC Agreement”) provide for benefits upon a qualifying change in control, Mr.
+Added: Lipar is entitled to receive the benefits that are, in the aggregate, more favorable to him under either the Lipar Employment Agreement or the Lipar CIC Agreement, but not both.
Rule 10b5-1 Trading Arrangements
−Removed: 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.
−Removed: Subject to meeting the stock price conditions set forth therein and pursuant to the terms thereof, Mr.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the three months ended March 31, 2026, 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: 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.
−Removed: 001-36126) of LGI Homes, Inc.
−Removed: filed with the SEC on August 5, 2025) .
+Added: Amendment to Employment Agreement, dated as of April 22, 2026, between LGI Homes, Inc.
+Added: and Eric Lipar.
31.1* CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
16 unchanged sentences
LGI Homes, Inc.
−Removed: November 4, 2025 /s/ Eric Lipar
+Added: April 28, 2026 /s/ Eric Lipar
Chief Executive Officer and Chairman of the Board
−Removed: November 4, 2025 /s/ Charles Merdian
+Added: April 28, 2026 /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.