LGI Homes, Inc. 10-Q

ITEM 5. OTHER INFORMATION 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. Mr. 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. Amendment to Lipar Employment Agreement 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”). The amendment provides that, if both the Lipar Employment Agreement and the Change in Control Severance Agreement between the Company and Mr. Lipar (the “Lipar CIC Agreement”) provide for benefits upon a qualifying change in control, Mr. 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 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. 38 Table of Contents 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* Amendment to Employment Agreement, dated as of April 22, 2026, between LGI Homes, Inc. and Eric Lipar. 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. 39 Table of Contents 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: April 28, 2026 /s/ Eric Lipar Eric Lipar Chief Executive Officer and Chairman of the Board April 28, 2026 /s/ Charles Merdian Charles Merdian Chief Financial Officer and Treasurer 40