Green Brick Partners, Inc 10-Q for FY2026 Q3
Green Brick Partners, Inc. (GRBK)
10-Q
2026-10-28
For: 2026-09-30
View Original
Added on
October 28, 2026
About this 10-Q
Green Brick Partners, Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Green Brick Partners, Inc. said residential units revenue for the nine months ended September 30, 2026 fell 9.4% and gross margin declined 280 bps to 29.0%, while financial services revenue rose 78.5% to $33.1 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $448.2M
- down 8.8% from $491.57M a year earlier
- Net income
- $59.16M
- down 24.0% from net income of $77.85M a year earlier
- Diluted EPS
- $1.35
- down 23.7% from $1.77 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from — to —
Commission file number: 001-33530
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | |||||||||||||||||||
| , | ||||||||||||||||||||
| (Address of principal executive offices, including Zip Code) | (Registrant’s telephone number, including area code) | |||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The number of shares of the Registrant’s common stock outstanding as of October 22, 2026 was 42,432,826 .
TABLE OF CONTENTS
| Item 1. | |||||||||||
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| Item 4. | |||||||||||
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| Item 5. | |||||||||||
| Item 6. | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data) (Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Receivables | |||||||||||
| Real estate inventory: | |||||||||||
| Inventory owned | |||||||||||
| Consolidated inventory related to VIE | |||||||||||
| Total inventory | |||||||||||
Mortgage loans held for sale | |||||||||||
| Investments in unconsolidated entities | |||||||||||
| Right-of-use assets - operating leases | |||||||||||
| Property and equipment, net | |||||||||||
| Earnest money deposits | |||||||||||
| Deferred income tax assets, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Customer and builder deposits | |||||||||||
| Lease liabilities - operating leases | |||||||||||
| Borrowings on lines of credit, net | ( | ||||||||||
| Senior unsecured notes, net | |||||||||||
Warehouse lines of credit | |||||||||||
| Notes payable | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest in equity of consolidated subsidiary | |||||||||||
| Equity: | |||||||||||
| Green Brick Partners, Inc. stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total Green Brick Partners, Inc. stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Residential units revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Land and lots revenue | ||||||||||||||||||||||||||
Financial services revenue | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
Homebuilding cost of revenues | ||||||||||||||||||||||||||
| Cost of residential units | ||||||||||||||||||||||||||
| Cost of land and lots | ||||||||||||||||||||||||||
| Financial services expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity in income of unconsolidated entities | ||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Net income attributable to Green Brick Partners, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income attributable to Green Brick Partners, Inc. per common share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
For the three months ended September 30, 2026 and 2025:
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeitures of common stock from equity incentive plan | ( | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury shares | ( | ( | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
For the nine months ended September 30, 2026 and 2025:
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from equity incentive plan, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholdings from share-based compensation awards | ( | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury shares | ( | ( | — | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from equity incentive plan, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholdings from vesting of restricted stock awards | ( | ( | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury shares | ( | ( | — | — | ( | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Loss on disposal of property and equipment, net | |||||||||||
| Share-based compensation expense | |||||||||||
| Equity in income of unconsolidated entities | ( | ( | |||||||||
| Allowances for option deposits and pre-acquisition costs | |||||||||||
Distributions from unconsolidated entities | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Decrease (increase) in receivables | ( | ||||||||||
| Increase in inventory | ( | ( | |||||||||
| Increase in earnest money deposits | ( | ( | |||||||||
| Decrease (increase) in mortgage loans held for sale | ( | ||||||||||
| (Increase) decrease in other assets | ( | ||||||||||
| Increase in accounts payable | |||||||||||
| (Decrease) increase in accrued expenses | ( | ||||||||||
| Increase (decrease) in customer and builder deposits | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Investments in unconsolidated entities | ( | ( | |||||||||
Purchases of property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings from lines of credit | |||||||||||
| Repayments of lines of credit | ( | ( | |||||||||
| Repayments of senior unsecured notes | ( | ( | |||||||||
| Net (repayments) borrowings of warehouse lines of credit | ( | ||||||||||
| Payments of debt issuance costs | ( | ( | |||||||||
| Payments of withholding tax on vesting of restricted stock awards | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Distributions to redeemable noncontrolling interest | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for income taxes, net of refunds | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
GREEN BRICK PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”), but do not include all of the information and footnotes required for complete financial statements. The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments of a normal, recurring nature necessary to fairly state our financial position, results of operations and cash flows. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025.
Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026 or subsequent periods due to seasonal variations and other factors.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Green Brick Partners, Inc., its controlled subsidiaries, (together, the “Company”, “we”, “our” or “Green Brick”) and variable interest entities (“VIEs”) in which Green Brick Partners, Inc. or one of its controlled subsidiaries is deemed to be the primary beneficiary.
All intercompany balances and transactions have been eliminated in consolidation.
The Company uses the equity method of accounting for its investments in unconsolidated entities over which it exercises significant influence but does not have a controlling interest. Under the equity method, the Company’s share of the unconsolidated entities’ earnings or losses, if any, is included in the condensed consolidated statements of income.
Reclassifications
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes, including the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
For a complete set of the Company’s significant accounting policies, refer to Note 1 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025.
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the FASB in the form of Accounting Standard Updates (“ASUs”) to the FASB ASC. We consider the applicability and impact of all ASUs and any not listed below were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2026, with early adoption permitted.
6
The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements.
2. INVENTORY
A summary of inventory is as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Homes completed or under construction | $ | $ | |||||||||
| Land and lots - developed and under development | |||||||||||
Land held for future development(1) | |||||||||||
| Land held for sale | |||||||||||
| Total inventory | $ | $ | |||||||||
(1)Land held for future development consists of raw land parcels where development activities have been postponed due to market conditions or other factors. All applicable carrying costs, including property taxes, are expensed as incurred.
As of September 30, 2026, the Company reviewed the performance and outlook for all of its communities and land inventory for indicators of potential impairment and performed detailed impairment analysis when such indicators were identified. For the three months ended September 30, 2026, the Company did not record an impairment charge. For the nine months ended September 30, 2026, the Company recorded a $0.9 million impairment charge to reduce the carrying value of inventory to fair value, which was recognized during the three months ended March 31, 2026. This impairment charge was included in cost of residential units in our consolidated statements of income.
For the three and nine months ended September 30, 2025, the Company did not record an impairment adjustment to reduce the carrying value of communities or land inventory to fair value.
A summary of interest costs incurred, capitalized and expensed is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest capitalized at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Interest incurred | |||||||||||||||||||||||
| Interest charged to cost of revenues | ( | ( | ( | ( | |||||||||||||||||||
| Interest capitalized at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Capitalized interest as a percentage of inventory | % | % | |||||||||||||||||||||
7
3. INVESTMENTS IN CONSOLIDATED AND UNCONSOLIDATED ENTITIES
Unconsolidated Entities
A summary of the Company’s investments in unconsolidated entities is as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Rainwater Crossing Single-Family, LLC | $ | $ | ||||||||||||
| GBTM Sendera, LLC | ||||||||||||||
| EJB River Holdings, LLC | ||||||||||||||
| TMGB Magnolia Ridge, LLC | ||||||||||||||
| Total investment in unconsolidated entities | $ | $ | ||||||||||||
As of September 30, 2026 and December 31, 2025, the Company’s maximum exposure to loss from its investments in unconsolidated entities was $129.0 million and $140.2 million, respectively. The Company’s maximum exposure to loss was limited to its investments in the unconsolidated entities, except with regard to the Company’s remaining commitment to fund capital in Rainwater Crossing Single-Family, LLC (“Rainwater Crossing”) of $7.0 million and $9.6 million as of September 30, 2026 and December 31, 2025, respectively. In addition, the Company has a completion guarantee up to $22.5 million on a revolving loan to fund the development activities of TMGB Magnolia Ridge, LLC.
A summary of the unaudited condensed financial information of the unconsolidated entities as of September 30, 2026 and December 31, 2025 that are accounted for by the equity method is as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets: | |||||||||||
| Cash | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Bonds and notes receivable | |||||||||||
| Inventory | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other liabilities | |||||||||||
| Notes payable | |||||||||||
| Total liabilities | |||||||||||
| Owners’ equity: | |||||||||||
Green Brick(1) | |||||||||||
| Others | |||||||||||
| Total owners’ equity | |||||||||||
| Total liabilities and owners’ equity | $ | $ | |||||||||
(1) A $3.5 million basis difference exists between the Company’s Rainwater Crossing capital balance and its investment in the joint venture due to profit recognized by the joint venture on lots taken down by Green Brick homebuilders. The Company will recognize this profit ratably through equity in income of unconsolidated entities when these lots are closed.
8
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Net earnings of unconsolidated entities | $ | $ | $ | $ | |||||||||||||||||||
| Company’s share in net earnings of unconsolidated entities | $ | $ | $ | $ | |||||||||||||||||||
Consolidated Entities
4. ACCRUED EXPENSES
Real estate development reserve to complete was $2.0 million and $31.7 million as of September 30, 2026 and December 31, 2025, respectively. As of September 30, 2026, certain amounts related to developments that have not been fully closed out that were previously included within the real estate development reserve to complete are now presented within land and lots developed and under development in real estate inventory on the consolidated balance sheets.
Warranties
Warranty accruals are included within accrued expenses on the condensed consolidated balance sheets. Warranty activity during the three and nine months ended September 30, 2026 and 2025 consisted of the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Warranty accrual, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Warranties issued | |||||||||||||||||||||||
| Changes in liability for existing warranties | ( | ( | ( | ||||||||||||||||||||
| Payments made | ( | ( | ( | ( | |||||||||||||||||||
| Warranty accrual, end of period | $ | $ | $ | $ | |||||||||||||||||||
9
5. DEBT
Lines of Credit
Borrowings on lines of credit outstanding, net of debt issuance costs, as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Secured Revolving Credit Facility | $ | $ | |||||||||
| Unsecured Revolving Credit Facility | |||||||||||
| Warehouse Facilities | |||||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Total borrowings on lines of credit, net | $ | $ | |||||||||
Secured Revolving Credit Facility
The Company was party to a revolving credit facility (the “Secured Revolving Credit Facility”) with Inwood National Bank, which provided for an aggregate commitment of $35.0 million. On March 31, 2026, the Company terminated its secured revolving credit facility. The termination was voluntary and not due to covenant violations or lender action.
Unsecured Revolving Credit Facility
The Company is party to a credit agreement, providing for a senior, unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”). On December 10, 2025, the Company entered into the Thirteenth Amendment to this credit agreement. The Unsecured Revolving Credit Facility was amended (i) to reduce the SOFR spread and base rate spread, (ii) to allow the Company to request a revolving credit advance using Daily SOFR (as defined in the Unsecured Revolving Credit Facility) and (iii) for other administrative changes. The total commitments remain at $330.0 million. The maturity of all commitments under the facility were extended to December 14, 2028.
The Unsecured Revolving Credit Facility is guaranteed on an unsecured senior basis by the Company’s significant subsidiaries and certain other subsidiaries.
Warehouse Facilities
GRBK Mortgage, a wholly owned subsidiary of the Company, is party to warehouse facilities to fund its origination of mortgage loans (the “Warehouse Facilities”) as follows (in thousands):
| Outstanding Balance As of | ||||||||||||||||||||
| Maturity Date | Maximum Aggregate Commitment | September 30, 2026 | December 31, 2025 | |||||||||||||||||
| January 29, 2027 | $ | $ | $ | |||||||||||||||||
| January 31, 2027 | ||||||||||||||||||||
| December 15, 2027 | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
The Company’s borrowings and repayments on the warehouse lines of credit are directly related to the origination and sale of mortgage loans held for sale. As such, the gross activity in the warehouse lines of credit during the period substantially reconciles to the net change in mortgage loans held for sale, as reflected in the condensed consolidated statements of cash flows and discussed in Note 11, “Mortgage Loans Held for Sale.”
The Warehouse Facilities provide for an aggregate uncommitted amount of $140.0 million. The Warehouse Facilities are (i) secured by the underlying mortgage loans and bear interest at a variable rate based on SOFR plus a margin ranging from 1.4 % to 2 % and (ii) guaranteed by Green Brick. The facilities are subject to annual renewal and contain customary covenants and conditions regarding minimum net worth, leverage, profitability and liquidity. The Company was in compliance with the financial covenants under the Warehouse Facilities as of September 30, 2026.
Under the Warehouse Facilities, banks purchase a participation interest in individual mortgage loans, with GRBK Mortgage providing the remainder of the principal of the mortgage, typically up to 2 % depending on the loan product. The
10
mortgage loans, with the servicing rights, are then sold, typically within 30 days, to a third party investor and the bank is repaid its participation interest plus interest and the remainder is remitted to GRBK Mortgage. If a third party investor has not purchased the mortgage loan within the anticipated timeframes then GRBK Mortgage is required to repurchase the mortgage loan for the full amount of the participation interest plus interest.
Senior Unsecured Notes
Senior unsecured notes, net of debt issuance costs, as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Total senior unsecured notes, net | $ | $ | |||||||||
The senior unsecured notes are guaranteed on an unsecured senior basis by the Company’s significant subsidiaries and certain other subsidiaries. Optional prepayment of each of the senior unsecured notes is allowed with a payment of a “make-whole” penalty which fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
2026 Notes
The remaining principal on the 2026 Notes of $50.0 million was paid on August 10, 2026.
2027 Notes
The aggregate principal amount of the 2027 Notes is due on August 26, 2027.
2028 Notes
Principal on the 2028 Notes is due in increments of $25.0
2029 Notes
Principal on the 2029 Notes of $30.0 million is due on December 28, 2028 and the remaining principal amount of $70.0 million is due on December 28, 2029.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of September 30, 2026.
6. REDEEMABLE NONCONTROLLING INTEREST
The Company has a noncontrolling interest attributable to the 20 % minority interest in GRBK GHO Homes, LLC (“GRBK GHO”) owned by our Florida-based partner that is included as redeemable noncontrolling interest in equity of the consolidated subsidiary in the Company’s condensed consolidated financial statements.
The Company entered into a put/call agreement (“Put/Call Agreement”) with respect to the equity interest in the joint venture held by the minority partner. The Put/Call Agreement provides that the 20 % ownership interest in GRBK GHO held by the minority partner would be subject to put and purchase options. On July 7, 2026, the Company and the minority partner amended the operating agreement of GRBK GHO to change the start of the put and purchase options from April 2027 to April 2030. The exercise price would be based on the financial results of GRBK GHO for the completed quarters prior to exercise of the option and commencing with the second quarter of 2021. If the minority partner does not exercise the put option, we have the option, but not the obligation, to buy the 20 % interest in GRBK GHO from our partner.
Refer to Note 2 in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025 for additional information.
11
The following tables show the changes in redeemable noncontrolling interest in equity of consolidated subsidiary during the three and nine months ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Redeemable noncontrolling interest, beginning of period | $ | $ | |||||||||
| Net income attributable to redeemable noncontrolling interest partner | |||||||||||
| Distributions of income to redeemable noncontrolling interest partner | |||||||||||
| Change in fair value of redeemable noncontrolling interest | ( | ( | |||||||||
| Redeemable noncontrolling interest, end of period | $ | $ | |||||||||
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Redeemable noncontrolling interest, beginning of period | $ | $ | |||||||||
| Net income attributable to redeemable noncontrolling interest partner | |||||||||||
| Distributions of income to redeemable noncontrolling interest partner | ( | ( | |||||||||
| Change in fair value of redeemable noncontrolling interest | |||||||||||
| Redeemable noncontrolling interest, end of period | $ | $ | |||||||||
7. STOCKHOLDERS’ EQUITY
Share Repurchase Plan
On February 17, 2025, the Company’s Board of Directors (the “Board”) approved and authorized a $100.0 million stock repurchase program (the “2025 Repurchase Plan”), replacing the prior plan authorized on April 27, 2023, which had a remaining authorization of $55.9 million. On December 11, 2025, the Board authorized an additional $150.0 million of repurchases under the Repurchase Plan. The Repurchase Plan authorizes the Company to purchase, from time to time, our outstanding common stock through open market repurchases in compliance with Rule 10b-18 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Shares repurchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated by the Board.
The Company did not repurchase any shares during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company completed open market repurchases under the Share Repurchase Plan of 1,027,678 shares for approximately $60.1 million, excluding excise tax. These shares were subsequently retired.
During the three and nine months ended September 30, 2026, the Company completed open market repurchases under the Share Repurchase Plan of 264,215 and 521,090 shares, respectively, for approximately $17.9 million and $34.4 million, excluding excise tax. As of September 30, 2026, the remaining dollar value of shares that may be repurchased under the Repurchase Plan was $132.7 million, excluding excise tax. As of September 30, 2026, all repurchased shares were retired.
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Preferred Stock
The table below presents a summary of the perpetual preferred stock outstanding at September 30, 2026 and December 31, 2025.
| Series | Description | Initial date of issuance | Total Shares Outstanding(1) | Liquidation Preference per Share (in dollars) | Carrying Value (in thousands) | Per Annum Dividend Rate | Redemption Period | |||||||||||||||||||||||||||||||||||||
Series A(1) | 5.75% Cumulative Perpetual | December 2021 | $ | $ | % | n/a | ||||||||||||||||||||||||||||||||||||||
Dividends
Dividends paid on our Series A preferred stock were $0.7 million and $2.2 million for each of the three and nine months ended September 30, 2026 and 2025.
8. SHARE-BASED COMPENSATION
On June 11, 2024, the 2024 Omnibus Incentive Plan was approved by the stockholders of the Company. As of June 11, 2024, no further awards may be made under the Company’s 2014 Omnibus Equity Incentive Plan. The Company’s 2024 Omnibus Equity Incentive Plan is administered by the Board and allows for the grant of stock awards (“SAs”), restricted stock awards (“RSAs”), performance restricted stock units (“PRSUs”), restricted stock units (“RSUs”), stock options and other stock based awards.
Share-Based Award Activity
During the nine months ended September 30, 2026, the Company granted SAs and RSUs to executive officers, RSAs to non-employee members of the Board, and PRSUs to executive officers and employees. The SAs granted to the executive officers were 100 % vested and non-forfeitable on the grant date. Non-vested stock awards are generally granted with a one-year vesting for non-employee directors, three-year cliff vesting for employee PRSUs, and various vesting schedules for executive officer PRSUs. The fair value of all share awards were recorded as share-based compensation expense on the grant date and over the vesting period, respectively. The Company withheld 24,860 shares of common stock from executive officers and employees at a total cost of $1.8 million, to satisfy statutory minimum tax requirements upon vesting of the awards.
A summary of share-based awards activity during the nine months ended September 30, 2026 is as follows:
| Number of Shares (in thousands) | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Unvested, December 31, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Unvested, September 30, 2026 | $ | ||||||||||
Share-Based Compensation Expense
Share-based compensation expense was $1.8 million and $1.3 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, share-based compensation expense was $8.0 million and $10.9 million, respectively.
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9. REVENUE RECOGNITION
Revenue recognition
Home Sales Revenue
Home sale revenue is generally recognized when title to and possession of the home are transferred to the buyer, and our performance obligation to deliver the home is generally satisfied at the home closing date. All seller-paid closing cost incentives, including interest rate buydowns, are recorded as a reduction to residential units revenue.
Land and Lots Revenue
Occasionally, the Company sells developed and undeveloped land parcels. If the land parcel is developed prior to the sale of the land, the revenue is recognized at closing since we deliver a single performance obligation in the form of a developed parcel. We also recognize revenue at closing on undeveloped land parcel sales as there are no other obligations beyond delivering the undeveloped land.
Financial Services Revenue
Loan origination fees net of any lender-paid incentives, brokered loan revenue, and discount points are recognized upon loan origination. Expected gains and losses from the sale of residential mortgage loans are included in the measurement of interest rate lock commitments (“IRLCs”) that are accounted for at fair value through Financial Services revenues at the time of commitment. Subsequent changes in the fair value of IRLCs and residential mortgage loans available-for-sale are reflected in Financial Services revenues as they occur. Interest income is accrued from the date a mortgage loan is originated until the loan is sold.
Revenues associated with our title operations are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur as each home is closed. Insurance agency commissions relate to commissions on home and other insurance policies placed with third-party carriers through various agency channels. Our performance obligations for policy renewal commissions are considered satisfied upon issuance of the initial policy.
Contract Balances
Opening and closing contract balances included in customer and builder deposits on the condensed consolidated balance sheets are as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Customer and builder deposits | $ | $ | |||||||||||||||||||||
The opening balance of customer and builder deposits was $25.7 million as of January 1, 2026, and the closing balance was $28.0 million as of September 30, 2026, as presented in the table above. The opening balance of customer and builder deposits was $37.1 million as of January 1, 2025. The difference between the opening and closing balances of customer and builder deposits results from the timing difference between the customers’ payments of deposits and the Company’s delivery of the home, impacted slightly by cancellations of contracts.
The amount of deposits on residential units and land and lots held as of the beginning of the period and recognized as revenue during the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Type of Customer | |||||||||||||||||||||||
| Homebuyers | $ | $ | $ | $ | |||||||||||||||||||
| Homebuilders and Multi-Family Developers | |||||||||||||||||||||||
| Total deposits recognized as revenue | $ | $ | $ | $ | |||||||||||||||||||
Transaction Price Allocated to the Remaining Performance Obligations
The aggregate amount allocated to the remaining performance obligations on our land sale and lot option contracts is $5.7 million. The Company will recognize the remaining revenue when and if the lots are taken down, or upon closing for the sale of a land parcel, all of which is expected to occur in the remainder of 2026.
14
The timing of lot takedowns is contingent upon a number of factors, including customer and business needs, the number of lots being purchased, receipt of acceptance of the plat by the municipality, weather-related delays, and agreed-upon lot takedown schedules.
Our contracts with homebuyers have a duration of less than one year. As such, the Company uses the practical expedient as allowed under ASC 606, Revenue from Contracts with Customers, and therefore has not disclosed the transaction price allocated to remaining performance obligations as of the end of the reporting period.
Disaggregation of Revenue
The following reflects the disaggregation of revenue by primary geographic market, type of customer, product type, and timing of revenue recognition for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||
| Residential units revenue | Land and lots revenue | Residential units revenue | Land and lots revenue | ||||||||||||||||||||
| Primary Geographical Market | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Type of Customer | |||||||||||||||||||||||
| Homebuyers | $ | $ | $ | $ | |||||||||||||||||||
| Homebuilders and Multi-family Developers | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product Type | |||||||||||||||||||||||
| Residential units | $ | $ | $ | $ | |||||||||||||||||||
| Land and lots | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
Transferred over time(1) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Residential units revenue | Land and lots revenue | Residential units revenue | Land and lots revenue | ||||||||||||||||||||
| Primary Geographical Market | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Type of Customer | |||||||||||||||||||||||
| Homebuyers | $ | $ | $ | $ | |||||||||||||||||||
| Homebuilders and Multi-family Developers | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
15
| Product Type | |||||||||||||||||||||||
| Residential units | $ | $ | $ | $ | |||||||||||||||||||
| Land and lots | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
Transferred over time(1) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(1) Revenue recognized over time represents revenue from mechanic’s lien contracts.
10. SEGMENT INFORMATION
The Company has four reportable segments - Builder operations Central, Builder operations Southeast, Land Development, and Financial Services. Builder operations Central represents operations by our builders in Texas, whereas Builder operations Southeast represents operations by our builders in Georgia and Florida.
Commencing on January 1, 2026, the Company began reporting its Financial Services operations as a separate reportable segment. Previously, the results of Financial Services were included within the Corporate, Other and Unallocated segment. This change was made to better reflect the growth and significance of the Financial Services operations and to provide enhanced transparency to investors. Prior period segment information has been recast to conform to the current period presentation, where applicable.
The Land Development segment acquires land for the development of residential lots that are transferred to our controlled builders or sold to third party homebuilders. The operations of the Company’s builders and land development were aggregated in three reportable segments based on similar economic characteristics, including geography, housing products, class of homebuyer, regulatory environments, and methods used to construct and sell homes.
The Financial Services segment includes mortgage banking, title, and insurance agency operations. The Financial Services segment operates generally in the same markets as the Builder operations Central segment.
Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented. Financial information related to the Company’s reportable segments is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues: (1) | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | |||||||||||||||||||||||
Financial services | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
16
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Land development | |||||||||||||||||||||||
Corporate, other and unallocated (2) | ( | ( | ( | ( | |||||||||||||||||||
| Total gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Segment selling, general, and administrative expenses: | |||||||||||||||||||||||
| Commissions | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
Financial services | |||||||||||||||||||||||
| Total commissions | $ | $ | $ | $ | |||||||||||||||||||
| Salaries | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
Financial services | |||||||||||||||||||||||
| Corporate, other and unallocated | ( | ( | |||||||||||||||||||||
| Total salaries | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense (income): | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Corporate, other and unallocated | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
| Other selling, general and administrative expenses | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | ( | ||||||||||||||||||||||
Financial services | |||||||||||||||||||||||
| Corporate, other and unallocated | |||||||||||||||||||||||
| Total other expenses | $ | $ | $ | $ | |||||||||||||||||||
| Total selling, general and administrative expenses | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
17
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Land development | ( | ||||||||||||||||||||||
Financial services | |||||||||||||||||||||||
| Corporate, other and unallocated | ( | ||||||||||||||||||||||
| Total segment expenses | $ | $ | $ | $ | |||||||||||||||||||
| Income (loss) before income taxes: | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | ( | ( | |||||||||||||||||||||
Financial services | |||||||||||||||||||||||
Corporate, other and unallocated (2) | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Inventory: | |||||||||||
| Builder operations | |||||||||||
| Central | $ | $ | |||||||||
| Southeast | |||||||||||
| Total builder operations | |||||||||||
| Land development | |||||||||||
Corporate, other and unallocated (3) | |||||||||||
| Total inventory | $ | $ | |||||||||
Goodwill: | |||||||||||
| Builder operations - Southeast | $ | $ | |||||||||
(1)The sum of Builder operations Central and Southeast segments’ revenues does not equal residential units revenue included in the condensed consolidated statements of income in periods when our builders have revenues from land or lot closings. No land or lot closings revenue was recognized for the three months ended September 30, 2026, and land and lots closings revenue was $17.1 million for the nine months ended September 30, 2026. No land or lots closings revenue was recognized for the three months ended September 30, 2025, and land and lots closings revenue was $4.3 million for the nine months ended September 30, 2025.
(2)Corporate, other and unallocated gross loss is comprised of capitalized overhead and capitalized interest adjustments that are not allocated to builder operations and land development segments.
11. MORTGAGE LOANS HELD FOR SALE
The majority of the loans originated by our wholly owned subsidiary, GRBK Mortgage, are sold in the secondary mortgage market within a short period of time after origination, generally within 30 days. The Company typically sells the servicing rights when the loans are sold. As of September 30, 2026 and December 31, 2025, loans held for sale had an aggregate fair value of $33.1 million and $49.1 million, respectively, and an aggregate outstanding principal balance of $35.5 million and $48.0 million, respectively. Changes in fair value are substantially offset by changes in fair value of the corresponding derivative instruments. Net gains from the sale of mortgage loans were $5.5 million and $13.0 million for the three and nine months ended September 30, 2026, respectively, and $1.1 million and $1.3 million for the three and nine months ended September 30, 2025, respectively, and were included in financial services revenue.
18
Hedging Activities
The Company is party to interest rate lock commitments (IRLCs) with customers resulting from its mortgage origination operations. The volume of the Company’s derivative activity is driven primarily by the level of mortgage origination activity during the period. The Company uses hedging instruments to mitigate its exposure to interest rate market risk using forward contracts on mortgage-backed securities (FLSCs), which are commitments to either purchase or sell a specified financial instrument at a specific future date for a specified price. FLSCs are the main derivative financial instruments we use to minimize market risk during the period from the time we extend an interest rate lock to a loan applicant until the time the loan is sold to an investor. The Company accounts for derivative instruments as free-standing derivative instruments and does not designate any for hedge accounting.
The notional amounts and fair values of derivative financial instruments not designated as hedging instruments are as follows:
| September 30, 2026 | ||||||||||||||||||||
| Fair value | ||||||||||||||||||||
| Derivative assets | Derivative liabilities | Notional amount(1) | ||||||||||||||||||
| IRLCs | $ | $ | $ | |||||||||||||||||
| FLSCs | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Fair value | ||||||||||||||||||||
| Derivative assets | Derivative liabilities | Notional amount(1) | ||||||||||||||||||
| IRLCs | $ | $ | $ | |||||||||||||||||
| FLSCs | ( | |||||||||||||||||||
| Total | $ | $ | ( | |||||||||||||||||
(1)Notional amount for IRLCs has been adjusted for pullthrough rate of 96.2 % and 88.0 % as of September 30, 2026 and December 31, 2025, respectively.
12. INCOME TAXES
The Company’s income tax expense for the three and nine months ended September 30, 2026 was $16.6 million and $55.7 million, respectively, compared to $23.2 million and $68.4 million in the prior year periods. The effective tax rate was 21.2 % and 21.3 % for the three and nine months ended September 30, 2026, respectively, compared to 21.8 % and 21.0 % in the comparable prior year periods. The change in the effective tax rate relates primarily to tax benefits from investment tax credits, a decrease in the non-controlled earnings benefit and an increase in permanently non-deductible expenses in comparison to pre-tax book income. Federal income tax payable is $23.7 million and $47.2 million at September 30, 2026 and December 31, 2025, respectively, and is included in accrued expense on the consolidated balance sheets.
On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (“OBBBA”) into law, which is considered the enactment date under U.S. GAAP. Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, amendments to energy credits, and expanded 162(m) aggregation requirements. In accordance with ASC 740, the effects of the new tax law have been recognized in the period of enactment. The Company does not expect the impact of the OBBBA to have a material effect on the Company’s consolidated financial statements.
13. EARNINGS PER SHARE
The Company’s RSAs have the right to receive forfeitable dividends on an equal basis with common stock, however, its PRSUs do not participate in dividends with common stock. As such, PRSUs are not considered participating securities and are excluded from the calculation of net income per share using the two-class method.
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Basic earnings per common share is computed by dividing net income allocated to common stockholders by the weighted average number of common shares outstanding during each period, adjusted for non-vested shares of RSAs and PRSUs during each period. Net income applicable to common stockholders is net income adjusted for preferred stock dividends including dividends declared and cumulative dividends related to the current dividend period that have not been declared as of period end. Diluted earnings per share is calculated using the treasury stock method and includes the effect of all dilutive securities, including stock options, RSAs, RSUs and PRSUs.
The computation of basic and diluted net income attributable to Green Brick Partners, Inc. per share is as follows (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income attributable to Green Brick Partners, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Preferred dividends | ( | ( | ( | ( | |||||||||||||||||||
| Net income applicable to common stockholders | |||||||||||||||||||||||
Weighted-average number of common shares outstanding - basic | |||||||||||||||||||||||
| Basic net income attributable to Green Brick Partners, Inc. per common share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of common shares outstanding - basic | |||||||||||||||||||||||
| Dilutive effect of stock options and restricted stock awards | |||||||||||||||||||||||
| Weighted-average number of common shares outstanding - diluted | |||||||||||||||||||||||
| Diluted net income attributable to Green Brick Partners, Inc. per common share | $ | $ | $ | $ | |||||||||||||||||||
Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material.
14. FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The Company’s financial instruments, none of which are held for trading purposes, include cash and cash equivalents, restricted cash, receivables, earnest money deposits, other assets, accounts payable, accrued expenses, customer and builder deposits, borrowings on lines of credit, senior unsecured notes, and notes payable.
Assets and liabilities measured and disclosed at fair value are as follows (in thousands):
| Fair Value Hierarchy | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Measured at fair value on a recurring basis | ||||||||||||||||||||
| Mortgage loans held for sale | Level 2 | $ | $ | |||||||||||||||||
| FLSCs | Level 2 | ( | ||||||||||||||||||
| IRLCs | Level 3 | |||||||||||||||||||
| Disclosed at fair value | ||||||||||||||||||||
| Senior unsecured notes | Level 2 | $ | $ | |||||||||||||||||
Level 1
Per the fair value hierarchy, level 1 financial instruments include: cash and cash equivalents, restricted cash, receivables, earnest money deposits, other assets, accounts payable, accrued expenses, and customer and builder deposits due to their short-
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term nature. The Company estimates that, due to the short-term nature of the underlying financial instruments or the proximity of the underlying transaction to the applicable reporting date, the fair value of level 1 financial instruments does not differ materially from the aggregate carrying values recorded in the condensed consolidated financial statements as of September 30, 2026 and December 31, 2025.
Level 2
Level 2 financial instruments include borrowings on lines of credit, senior unsecured notes, and notes payable. Due to the short-term nature and floating interest rate terms, the carrying amounts of borrowings on lines of credit are deemed to approximate fair value.
The fair value of FLSCs considers the market price movement of the same type of security between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the FLSCs to measure the fair value. Mortgage loans held for sale are recorded at fair value when funded, and thereafter are carried at fair value, net of deferred origination costs, until sold.
Level 3
The Company’s IRLCs are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The IRLCs are then subject to an estimated loan funding probability, or “pullthrough rate”. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3.
There were no transfers between the levels of the fair value hierarchy for any of our financial instruments during the three and nine months ended September 30, 2026 and 2025.
15. RELATED PARTY TRANSACTIONS
During the three and nine months ended September 30, 2026 and 2025, the Company had the following related party transactions in the normal course of business.
Corporate Officers
Trevor Brickman, the son of Green Brick’s Co-Chief Executive Officer, is the President of CLH20, LLC (“Centre Living”). Green Brick’s ownership interest in Centre Living is 90 % and Trevor Brickman’s ownership interest is 10 %. Green Brick has 90 % voting control over the operations of Centre Living. As such, 100% of Centre Living’s operations are included within our condensed consolidated financial statements.
GRBK GHO
GRBK GHO leases office space from entities affiliated with the president of GRBK GHO. During the three and nine months ended September 30, 2026 and 2025, GRBK GHO incurred de minimis and $0.1 million rent expense, respectively, under such lease agreements. As of September 30, 2026 and December 31, 2025, there were no
16. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Performance Bonds
During the ordinary course of business, certain regulatory agencies and municipalities require the Company to post letters of credit or performance bonds related to development projects. As of September 30, 2026 and December 31, 2025, letters of credit and performance bonds outstanding were $0.2
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Operating Leases
The Company has leases associated with office and design center space in Georgia, Texas, and Florida that, at the commencement date, have a lease term of more than 12 months and are classified as operating leases. The exercise of any extension options available in such operating lease contracts is not reasonably certain.
Operating lease cost of $0.5 million and $1.5 million for the three and nine months ended September 30, 2026, and $0.5 million and $1.4 million for the three and nine months ended September 30, 2025, is included in selling, general and administrative expenses in the condensed consolidated statements of income. Cash paid for amounts included in the measurement of operating lease liabilities was $0.5 million and $1.6 million for the three and nine months ended September 30, 2026, respectively, and $0.5 million and $1.4 million in the prior year periods.
As of September 30, 2026, the weighted-average remaining lease term and the weighted-average discount rate used in calculating the Company’s lease liabilities were 4.4 years and 7.5 %, respectively.
The future annual undiscounted cash flows in relation to the operating leases and a reconciliation of such undiscounted cash flows to the operating lease liabilities recognized in the condensed consolidated balance sheet as of September 30, 2026 are presented below (in thousands):
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future lease payments | |||||
| Less: Interest | |||||
| Present value of lease liabilities | $ | ||||
The Company elected the short-term lease recognition exemption for all leases that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For such leases, the Company does not recognize right-of-use assets or lease liabilities and instead recognizes lease payments in the condensed consolidated income statements on a straight-line basis. Short-term lease cost of $0.2 million and $0.7 million for the three and nine months ended September 30, 2026, and $0.2 million and $0.7 million for the comparable prior year periods, is included in selling, general and administrative expenses in the condensed consolidated statements of income.
Legal Matters
Lawsuits, claims and proceedings may be instituted or asserted against us in the normal course of business. The Company is also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, title company regulations, employment practices and environmental protection. As a result, the Company may be subject to periodic examinations or inquiry by agencies administering these laws and regulations.
The Company records an accrual for legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. The Company accrues for these matters based on facts and circumstances specific to each matter and revises these estimates when necessary.
In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, the Company generally cannot predict their ultimate resolution, related timing or eventual loss. If evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, the Company will disclose their nature with an estimate of the possible range of losses or a statement that such loss is not reasonably estimable. We believe that the disposition of legal claims and related contingencies will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts and typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will” or other words of similar meaning. Forward-looking statements in this Quarterly Report include statements concerning, (a) our mortgage capture rate; (b) the impact of the OBBBA on our consolidated financial statements; (c) our operational goals and strategies and their anticipated benefits; (d) our expectations for our financial services segment (e) our intentions to deploy leverage to facilitate investments in our land acquisition, development and homebuilding activities; (f) the sufficiency of our capital resources and liquidity to support our business strategy and to service our debt; (g) sales of our finished lots; (h) our target debt to total capitalization ratio and its expected benefits; (i) our expectations regarding the timing of lots being taken down and the recognition of revenue; (j) our expectations regarding future cash needs; (k) our expectations regarding the disposition of legal claims and/or claims under a letter of credit or performance bond; (l) seasonal factors and the impact of seasonality in future quarters and (m) beliefs regarding the impact of accounting standards and legal claims and related contingencies. These forward-looking statements reflect our current views about future events and involve estimates and assumptions which may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future results to materially differ from those expressed or implied in any forward-looking statement. These risks include, but are not limited to: (1) general economic conditions, seasonality, cyclicality and competition in the homebuilding industry; (2) changes in macroeconomic conditions, including increasing interest rates and inflation that could adversely impact demand for new homes or the ability of potential buyers to qualify; (3) shortages, delays or increased costs of raw materials and increased demand for materials, or increases in other operating costs, including costs related to labor, real estate taxes and insurance, which in each case exceed our ability to increase prices; (4) significant periods of inflation or deflation; (5) a shortage of labor; (6) an inability to acquire land in our markets at anticipated prices or difficulty in obtaining land-use entitlements; (7) our inability to successfully execute our strategies, including the successful development of our communities within expected time frames and the growth and expansion of our Trophy Signature Homes brand; (8) a failure to recruit, retain or develop highly skilled and competent employees; (9) the geographic concentration of our operations; (10) government regulation risks; (11) adverse changes in the availability or volatility of mortgage financing; (12) severe weather events or natural disasters; (13) difficulty in obtaining sufficient capital to fund our growth; (14) our ability to meet our debt service obligations; (15) a decline in the value of our inventories and resulting write-downs of the carrying value of our real estate assets; (16) our ability to adequately self-insure; and (17) changes in accounting standards that adversely affect our reported earnings or financial condition.
Please see “Risk Factors” located in Part I, Item 1A in our Annual Report on Form 10-K/A for the year ended December 31, 2025 for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in SEC filings or otherwise.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on May 11, 2026 and our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, and net new home orders, which refers to sales contracts executed reduced by the number of sales contracts canceled during the relevant period, homebuilding gross margin, and incentives on homes closed as a percentage of residential units revenue. Our results for each key financial and operating metric, as compared to the same period in 2025, are provided below:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||||||||
| Home deliveries | Increased by 2.6% | Increased by 1.0% | ||||||||||||
| Home closings revenue | Decreased by 9.8% | Decreased by 9.5% | ||||||||||||
| Average sales price of homes delivered | Decreased by 12.1% | Decreased by 10.4% | ||||||||||||
| Net new home orders | Increased by 3.1% | Increased by 4.5% | ||||||||||||
| Homebuilding gross margin percentage | Decreased by 4.1% | Decreased by 2.9% | ||||||||||||
| Incentives on homes closed as a percentage of residential units revenue | Increased by 2.2% | Increased by 2.5% | ||||||||||||
Our home deliveries increased 2.6% in the third quarter of 2026 year over year, while average sales prices decreased primarily as a result of elevated discounts and incentives. Homebuilding gross margins decreased from 32.1% to 28.0% for the three months ended September 30, 2026, primarily due to higher incentives and product mix.
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the three months ended September 30, 2026 and 2025 (dollars in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Home closings revenue | $ | 436,919 | $ | 484,184 | $ | (47,265) | (9.8) | % | ||||||||||||||||||
| Mechanic’s lien contracts revenue | 124 | 32 | 92 | 287.5 | % | |||||||||||||||||||||
| Residential units revenue | $ | 437,043 | $ | 484,216 | $ | (47,173) | (9.7) | % | ||||||||||||||||||
| New homes delivered | 978 | 953 | 25 | 2.6 | % | |||||||||||||||||||||
| Average sales price of homes delivered | $ | 446.7 | $ | 508.1 | $ | (61.4) | (12.1) | % | ||||||||||||||||||
Residential units revenue decreased 9.7% and new homes delivered increased 2.6%. The 12.1% decrease in the average sales price of homes delivered during the three months ended September 30, 2026, is due to increased incentives and product mix.
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New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s lien contracts (dollars in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Net new home orders | 926 | 898 | 28 | 3.1 | % | |||||||||||||||||||||
| Revenue from net new home orders | $ | 428,877 | $ | 433,862 | $ | (4,985) | (1.1) | % | ||||||||||||||||||
| Average selling price of net new home orders | $ | 463.2 | $ | 483.1 | $ | (19.9) | (4.1) | % | ||||||||||||||||||
| Cancellation rate | 8.2 | % | 6.7 | % | 1.5 | % | 22.4 | % | ||||||||||||||||||
| Absorption rate per average active selling community per quarter | 8.5 | 8.7 | (0.2) | (2.3) | % | |||||||||||||||||||||
| Average active selling communities | 109 | 103 | 6 | 5.8 | % | |||||||||||||||||||||
| Active selling communities at end of period | 104 | 100 | 4 | 4.0 | % | |||||||||||||||||||||
| Backlog revenue | $ | 379,345 | $ | 456,783 | $ | (77,438) | (17.0) | % | ||||||||||||||||||
| Backlog units | 629 | 675 | (46) | (6.8) | % | |||||||||||||||||||||
| Average sales price of backlog | $ | 603.1 | $ | 676.7 | $ | (73.6) | (10.9) | % | ||||||||||||||||||
Net new home orders increased 3.1% to 926 for the three months ended September 30, 2026, compared to 898 for the three months ended September 30, 2025, while average active selling communities increased by 5.8% to 109 communities. Revenue from net new home orders decreased $5.0 million, or 1.1%, to $428.9 million, due to a 4.1% decrease in the average selling price of net new home orders to $463.2 thousand, driven primarily by a higher mix of orders from Trophy Signature Homes, which targets first-time homebuyers and operates at a lower price point relative to our other builders.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 8.2% for the three months ended September 30, 2026, compared to 6.7% for the three months ended September 30, 2025. The increase in cancellation rate was primarily driven by continued affordability pressures from elevated mortgage interest rates, as well as an increase in financing-related cancellations. However, our cancellation rate has remained in a historically low range, under 10.0% since December 31, 2022.
Backlog units refer to homes under sales contracts that have not yet closed at the end of the respective period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the respective period. Sales contracts may be canceled prior to closing for a number of reasons, including the inability of the homebuyer to obtain suitable mortgage financing. Accordingly, backlog may not be indicative of our future revenue.
Backlog revenue decreased by 17.0% to $379.3 million as of September 30, 2026, compared to $456.8 million as of September 30, 2025, driven by a 6.8% decrease in backlog units to 629 homes and a 10.9% decrease in the average sales price of backlog to $603.1 thousand, reflecting higher sales from Trophy Signature Homes in addition to higher incentives and discounts offered to sustain orders.
Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Residential units revenue | $ | 437,043 | 100.0 | % | $ | 484,216 | 100.0 | % | ||||||||||||||||||
| Cost of residential units | 314,475 | 72.0 | % | 328,754 | 67.9 | % | ||||||||||||||||||||
| Residential units gross margin | $ | 122,568 | 28.0 | % | $ | 155,462 | 32.1 | % | ||||||||||||||||||
For the three months ended September 30, 2026, residential units revenue decreased by $47.2 million or 9.7% while cost of residential units decreased by $14.3 million, or 4.3%, compared to the same period in the previous year. Residential units gross margin declined by 410 bps to 28.0% for the three months ended September 30, 2026, from 32.1% for the three months ended September 30, 2025. The decrease in residential units gross margin is attributable to higher incentives and discounts.
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Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expenses (dollars in thousands):
| Three Months Ended September 30, | As Percentage of Segment Revenue | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Builder operations | $ | 49,599 | $ | 54,613 | 11.3 | % | 11.3 | % | ||||||||||||||||||
| Corporate, other and unallocated expense, net | 1,947 | 189 | 0.4 | % | — | % | ||||||||||||||||||||
| Net builder operations | 51,546 | 54,802 | 11.8 | % | 11.3 | % | ||||||||||||||||||||
| Land development, net | 215 | 421 | ||||||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 51,761 | $ | 55,223 | 11.8 | % | 11.4 | % | ||||||||||||||||||
Selling, general and administrative expenses as a percentage of revenue increased by 0.4% for the three months ended September 30, 2026, mainly due to lower revenue, partially offset by a decrease in commissions.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations remained flat mainly due to the decline in residential units revenue offset by a decrease in commissions. Builder operation expenditures include salary expenses, commissions, corporate allocations, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
Corporate, Other and Unallocated
Selling, general and administrative expenses for the corporate, other and unallocated non-operating segment for the three months ended September 30, 2026 were $1.9 million, compared to $0.2 million for the three months ended September 30, 2025. The increase was due to higher share-based compensation during the three months ended September 30, 2026. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.
Financial Services
Commencing on January 1, 2026, we began reporting on our Financial Services Operations, which were previously reported within the Corporate segment, as a separate financial services segment. Our Financial Services operations include mortgage banking, title, and insurance agency operations through our wholly owned subsidiaries. The majority of the loans originated by our wholly owned subsidiary, GRBK Mortgage, are sold in the secondary mortgage market within a short period of time after origination, generally within 30 days. We also sell the servicing rights for the loans we originate through fixed price servicing sales contracts to reduce the risks and costs inherent in servicing loans. This strategy results in owning loans and related servicing rights for only a short period of time.
Operating as a captive business model primarily targeted to support our Builder operations, the business levels of our Financial Services operations are highly correlated to homebuilding, as the customers to our homes continue to account for substantially all of its business. We believe that our mortgage capture rate, which represents loan originations from our Builder operations as a percentage of total loan opportunities from our Builder operations, excluding cash closings, is an important metric in evaluating the effectiveness of our captive financial services business model. The following tables present selected financial information for our Financial Services operations (in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Financial services revenues | $ | 11,161 | $ | 7,350 | 3,811 | 51.9 | % | |||||||||||||||||||
Financial services expenses(1) | (5,557) | (4,033) | (1,524) | 37.8 | % | |||||||||||||||||||||
| Income before income taxes | $ | 5,604 | $ | 3,317 | 2,287 | 68.9% | ||||||||||||||||||||
| Total loans funded: | ||||||||||||||||||||||||||
| Loans | 499 | 351 | 148 | 42.2% | ||||||||||||||||||||||
| Principal | $ | 185,042 | $ | 136,469 | 48,573 | 35.6% | ||||||||||||||||||||
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(1) Includes selling, general and administrative expenses and other income and expenses related to Financial services.
| Three Months Ended September 30, | ||||||||||||||
| Supplemental data: | 2026 | 2025 | ||||||||||||
| Capture rate | 65.7 | % | 72.6 | % | ||||||||||
| Average FICO score | 734 | 740 | ||||||||||||
| Funded origination breakdown: | ||||||||||||||
| Government (FHA, VA, USDA) | 49 | % | 39 | % | ||||||||||
| Other agency | — | % | — | % | ||||||||||
| Total agency | 49 | % | 39 | % | ||||||||||
| Non-agency | 51 | % | 61 | % | ||||||||||
| Total funded originations | 100 | % | 100 | % | ||||||||||
Financial services revenues increased $3.8 million, or 51.9%, to $11.2 million for the three months ended September 30, 2026, compared to $7.4 million for the three months ended September 30, 2025. The increase was primarily driven by mortgage revenues, which grew from $3.5 million to $6.7 million, as total loans funded increased 42.2% to 499 loans with total origination principal of $185.0 million, compared to 351 loans and $136.5 million in the prior year period. Our mortgage capture rate decreased from 72.6% to 65.7%, reflecting the continued expansion of the captive mortgage business into new communities, many of which have pre-existing outside lender relationships. Financial services expenses increased $1.5 million, or 37.8%, primarily due to higher costs associated with increased mortgage origination volume. As a result, income before income taxes increased $2.3 million, or 68.9%, to $5.6 million.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities decreased to $0.4 million, or 13.0%, for the three months ended September 30, 2026, compared to $0.4 million for the three months ended September 30, 2025. See Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other Income, Net
Other income, net, was $1.2 million for the three months ended September 30, 2026, compared to $2.7 million for the three months ended September 30, 2025. The change was driven by an increase in due diligence costs on terminated land and lot contracts during the three months ended September 30, 2026.
Income Tax Expense
Income tax expense was $16.6 million for the three months ended September 30, 2026 compared to $23.2 million for the three months ended September 30, 2025. The decrease in income tax expense is mainly due to lower taxable income for the three months ended September 30, 2026. See Note 12 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion on the Company’s income tax expense for the three months ended September 30, 2026.
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Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the nine months ended September 30, 2026 and 2025 (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Home closings revenue | $ | 1,356,380 | $ | 1,498,858 | $ | (142,478) | (9.5) | % | ||||||||||||||||||
| Mechanic’s lien contracts revenue | 1,146 | 32 | 1,114 | 3,481.3 | % | |||||||||||||||||||||
| Residential units revenue | $ | 1,357,526 | $ | 1,498,890 | $ | (141,364) | (9.4) | % | ||||||||||||||||||
| New homes delivered | 2,933 | 2,905 | 28 | 1.0 | % | |||||||||||||||||||||
| Average sales price of homes delivered | $ | 462.5 | $ | 516.0 | $ | (53.5) | (10.4) | % | ||||||||||||||||||
The $141.4 million, or 9.4%, decrease in residential units revenue was driven by the 10.4% decrease in the average sales price of homes delivered for the nine months ended September 30, 2026. The 10.4% decrease in the average sales price of homes delivered for the nine months ended September 30, 2026, was attributable to product mix, higher incentives and discounts.
New Home Orders
The table below represents new home orders related to our builder operations segments, excluding mechanic’s lien contracts (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Net new home orders | 3,042 | 2,912 | 130 | 4.5 | % | |||||||||||||||||||||
| Revenue from net new home orders | $ | 1,391,120 | $ | 1,513,535 | $ | (122,415) | (8.1) | % | ||||||||||||||||||
| Average selling price of net new home orders | $ | 457.3 | $ | 519.8 | $ | (62.5) | (12.0) | % | ||||||||||||||||||
| Cancellation rate | 7.9 | % | 7.5 | % | 0.4 | % | 5.3 | % | ||||||||||||||||||
| Absorption rate per average active selling community per quarter | 9.5 | 9.3 | 0.2 | 2.2 | % | |||||||||||||||||||||
| Average active selling communities | 107 | 104 | 3 | 2.9 | % | |||||||||||||||||||||
| Active selling communities at end of period | 104 | 100 | 4 | 4.0 | % | |||||||||||||||||||||
Net new home orders increased 4.5% over the prior year period due to a 2.9% increase in average selling communities. In addition, the absorption rate per average active selling community per quarter increased 2.2% to 9.5 net new home orders per average active selling community, compared to 9.3 for the nine months ended September 30, 2025, primarily driven by increased absorption rate by Trophy Signature Homes.
Revenue from net new home orders decreased 8.1% to $1,391.1 million for the nine months ended September 30, 2026, compared to $1,513.5 million for the nine months ended September 30, 2025, primarily due to an 12.0% decrease in the average selling price of net new home orders to $457.3 thousand, reflecting higher sales from Trophy Signature Homes, our first-time homebuyer or entry-level builder, in addition to increased incentives and discounts offered to sustain sales pace.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 7.9% for the nine months ended September 30, 2026, compared to 7.5% for the nine months ended September 30, 2025. The increase in cancellation rate was primarily driven by continued affordability pressures from elevated mortgage interest rates, as well as increased financing-related cancellations. However, our cancellation rate has remained in a historically low range under 10.0% since December 31, 2022.
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Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Residential units revenue | $ | 1,357,526 | 100.0 | % | $ | 1,498,890 | 100.0 | % | ||||||||||||||||||
| Cost of residential units | 964,509 | 71.0 | % | 1,022,279 | 68.2 | % | ||||||||||||||||||||
| Residential units gross margin | $ | 393,017 | 29.0 | % | $ | 476,611 | 31.8 | % | ||||||||||||||||||
Residential units revenue decreased $141.4 million or 9.4% during the nine months ended September 30, 2026, due to a decrease in the average sales price of homes delivered arising from a higher proportion of deliveries from Trophy Signature Homes and incentives. Cost of residential units for the nine months ended September 30, 2026, decreased by $57.8 million, or 5.7%, compared to the nine months ended September 30, 2025. This resulted in a decrease in residential units gross margin for the nine months ended September 30, 2026, of 280 bps to 29.0%, from 31.8% for the nine months ended September 30, 2025 mainly due to higher incentives and discounts.
Land and Lots Revenue
The table below represents lots closed and land and lots revenue (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Lots revenue | $ | 7,500 | $ | 4,342 | $ | 3,158 | 72.7 | % | ||||||||||||||||||
| Land revenue | 9,600 | — | 9,600 | 100.0% | ||||||||||||||||||||||
| Land and lots revenue | $ | 17,100 | $ | 4,342 | $ | 12,758 | 293.8 | % | ||||||||||||||||||
| Lots closed | 75 | 42 | 33 | 78.6 | % | |||||||||||||||||||||
| Average sales price of lots closed | $ | 100.0 | $ | 103.4 | $ | (3.4) | (3.3) | % | ||||||||||||||||||
From time to time we may opportunistically sell finished lots to other homebuilders. Lots revenue increased by $3.2 million during the nine months ended September 30, 2026. Land revenue represents the sale of one tract of land intended for multifamily development during the nine months ended September 30, 2026.
Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expenses (dollars in thousands):
| Nine Months Ended September 30, | As Percentage of Segment Revenue | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Builder operations | $ | 153,523 | $ | 164,754 | 11.3 | % | 11.0 | % | ||||||||||||||||||
| Corporate, other and unallocated expense, net | 5,304 | (333) | 0.4 | % | — | % | ||||||||||||||||||||
| Net builder operations | 158,827 | 164,421 | 11.7 | % | 11.0 | % | ||||||||||||||||||||
| Land development, net | (77) | 806 | (0.5) | % | 18.6 | % | ||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 158,750 | $ | 165,227 | 11.5 | % | 11.0 | % | ||||||||||||||||||
Selling, general and administrative expenses decreased by $6.5 million for the nine months ended September 30, 2026 due to decreased commissions, partially offset by an increase in salaries.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations increased to 11.3% for the nine months ended September 30, 2026 from 11.0% in the prior year period mainly due to lower revenues. Builder operations expenditures include salary expenses, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
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Corporate, Other and Unallocated
Selling, general and administrative expenses for the corporate, other and unallocated non-operating segment for the nine months ended September 30, 2026, were $5.3 million and income of $333.0 thousand for the nine months ended September 30, 2025. The change was driven by increased salaries and incentive compensation. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.
Financial Services
The following tables present selected financial information for our Financial Services operations (in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||||||||||||
| Total financial services revenues | $ | 33,076 | $ | 18,532 | 14,544 | 78.5 | % | |||||||||||||||||||
Financial services expenses(1) | (17,512) | (10,442) | (7,070) | 67.7 | % | |||||||||||||||||||||
| Income before income taxes | $ | 15,564 | $ | 8,090 | 7,474 | 92.4 | % | |||||||||||||||||||
| Total loans funded: | ||||||||||||||||||||||||||
| Loans | 1,385 | 602 | 783 | 130.1% | ||||||||||||||||||||||
| Principal | $ | 531,928 | $ | 245,370 | 286,558 | 116.8% | ||||||||||||||||||||
(1) Includes selling, general and administrative expenses and other income and expenses related to Financial services.
| Nine Months Ended September 30, | ||||||||||||||
| Supplemental data: | 2026 | 2025 | ||||||||||||
| Capture rate | 64.9 | % | 66.0 | % | ||||||||||
| Average FICO score | 737 | 741 | ||||||||||||
| Funded origination breakdown: | ||||||||||||||
| Government (FHA, VA, USDA) | 47 | % | 38 | % | ||||||||||
| Other agency | — | % | — | % | ||||||||||
| Total agency | 47 | % | 38 | % | ||||||||||
| Non-agency | 53 | % | 62 | % | ||||||||||
| Total funded originations | 100 | % | 100 | % | ||||||||||
Financial services revenues increased $14.5 million, or 78.5%, to $33.1 million for the nine months ended September 30, 2026, compared to $18.5 million for the prior year period. The increase was primarily driven by mortgage revenues, which grew from $6.5 million to $17.8 million, reflecting an increase in total loans funded to 1,385 loans with a total origination principal of $531.9 million from 602 loans and $245.4 million in the prior year period, offset slightly by a decrease in capture rate from 66.0% to 64.9%, reflecting the continued expansion of the captive mortgage business into new communities, many of which have pre-existing outside lender relationships.
Financial services expenses increased $7.1 million, or 67.7%, to $17.5 million, driven by higher costs associated with increased mortgage origination volume. As a result, income before income taxes increased $7.5 million, or 92.4%, to $15.6 million for the nine months ended September 30, 2026.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities increased to $2.1 million, for the nine months ended September 30, 2026, compared to $1.4 million for the nine months ended September 30, 2025. See Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other Income, Net
Other income, net, increased to $3.2 million for the nine months ended September 30, 2026, compared to $2.2 million for the nine months ended September 30, 2025.
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Income Tax Expense
Income tax expense was $55.7 million for the nine months ended September 30, 2026 compared to $68.4 million for the nine months ended September 30, 2025. The decrease was primarily due to lower taxable income. See Note 12 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion on the Company’s income tax expense for the nine months ended September 30, 2026.
Lots Owned and Under Contract
The following table presents the lots we owned or controlled, including lot option contracts, as of September 30, 2026 and December 31, 2025. Owned lots are those for which we hold title. Lots under contract are those for which we have the contractual right to acquire title but do not currently own.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
Central(1) | Southeast(2) | Total | Central(1) | Southeast(2) | Total | ||||||||||||||||||||||||||||||
| Lots owned | |||||||||||||||||||||||||||||||||||
| Finished lots | 4,406 | 1,166 | 5,572 | 4,518 | 663 | 5,181 | |||||||||||||||||||||||||||||
| Lots in communities under development | 30,508 | 989 | 31,497 | 26,339 | 1,703 | 28,042 | |||||||||||||||||||||||||||||
Land held for future development(3) | 3,800 | — | 3,800 | 3,800 | — | 3,800 | |||||||||||||||||||||||||||||
| Total lots owned | 38,714 | 2,155 | 40,869 | 34,657 | 2,366 | 37,023 | |||||||||||||||||||||||||||||
Lots under contract | |||||||||||||||||||||||||||||||||||
| Lots and land under option contracts | 5,895 | 1,658 | 7,553 | 8,297 | 955 | 9,252 | |||||||||||||||||||||||||||||
| Lots under option through unconsolidated development joint ventures | 2,985 | 28 | 3,013 | 2,488 | 65 | 2,553 | |||||||||||||||||||||||||||||
Total lots under contract(4) | 8,880 | 1,686 | 10,566 | 10,785 | 1,020 | 11,805 | |||||||||||||||||||||||||||||
Total lots owned and under contract(5) | 47,594 | 3,841 | 51,435 | 45,442 | 3,386 | 48,828 | |||||||||||||||||||||||||||||
| Percentage of lots owned | 81.3 | % | 56.1 | % | 79.5 | % | 76.3 | % | 69.9 | % | 75.8 | % | |||||||||||||||||||||||
(1) The Texas market.
(2) The Georgia and Florida markets.
(3) Land held for future development consists of raw land parcels where development activities have been postponed due to market conditions or other factors.
(4) As of September 30, 2026 and December 31, 2025, 28.6% and 16.6% of the total lots under contract had refundable deposits.
(5) Total lots excludes lots with homes under construction.
Liquidity and Capital Resources Overview
As of September 30, 2026 and December 31, 2025, we had $100.0 million and $154.6 million of unrestricted cash and cash equivalents, respectively. In addition, as of September 30, 2026, we had $225 million of available capacity under our Unsecured Revolving Credit Facility, with $105 million outstanding. Combined with unrestricted cash and cash equivalents of $100.0 million, our total available liquidity was approximately $325.0 million. Our historical cash management strategy includes redeploying net cash from the sale of home inventory to acquire and develop land and lots that represent opportunities to generate desired margins and returns, and using cash to make additional investments in business acquisitions, joint ventures, share repurchases or other strategic activities.
Our principal uses of capital for the nine months ended September 30, 2026 were home construction, land purchases, land development, repayments of debt, operating expenses, share repurchases, and payment of routine liabilities. Historically, we have used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.
Cash flows for each of our communities depend on the community’s stage in the development cycle. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities, and home construction. These costs are a component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community life cycle, cash inflows may
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significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development primarily occurred in prior periods.
Our homebuilding debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes, and notes payable, net of debt issuance costs (“total debt”), divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 13.1% as of September 30, 2026.
Additionally, as of September 30, 2026, our net homebuilding debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 9.6%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding activities. We target a homebuilding debt to total capitalization ratio of up to approximately 20%, which we expect will provide us with significant additional growth capital.
Reconciliation of a Non-GAAP Financial Measure
In this Quarterly Report on Form 10-Q, we utilize a financial measure of net homebuilding debt to total capitalization ratio that is a non-GAAP financial measure as defined by the SEC. Net homebuilding debt to total capitalization is calculated as total homebuilding debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total homebuilding debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating the Company’s financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The closest GAAP financial measure to the net homebuilding debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net homebuilding debt to total capitalization ratio as of September 30, 2026 (dollars in thousands):
| Total capitalization | Homebuilding capitalization(1) | ||||||||||||||||||||||||||||||||||
| Gross | Cash and cash equivalents | Net | Gross | Cash and cash equivalents | Net | ||||||||||||||||||||||||||||||
| Total debt, net of debt issuance costs | $ | 338,016 | $ | (99,970) | $ | 238,046 | $ | 304,661 | $ | (90,277) | $ | 214,384 | |||||||||||||||||||||||
| Total Green Brick Partners, Inc. stockholders’ equity | 2,018,244 | — | 2,018,244 | 2,018,244 | — | 2,018,244 | |||||||||||||||||||||||||||||
| Total capitalization | $ | 2,356,260 | $ | (99,970) | $ | 2,256,290 | $ | 2,322,905 | $ | (90,277) | $ | 2,232,628 | |||||||||||||||||||||||
| Debt to total capitalization ratio | 14.3 | % | 13.1 | % | |||||||||||||||||||||||||||||||
| Net debt to total capitalization ratio | 10.6 | % | 9.6 | % | |||||||||||||||||||||||||||||||
(1) Homebuilding capitalization ratio excludes cash and debt related to our wholly owned mortgage company.
Key Sources of Liquidity
Our key sources of liquidity were funds generated by operations and borrowings during the nine months ended September 30, 2026.
Cash Flows
The following summarizes our primary sources and uses of cash during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025:
•Operating activities. Net cash used in operating activities for the nine months ended September 30, 2026, was $5.1 million, compared to $133.3 million provided by operating activities during the nine months ended September 30, 2025. The net cash outflows for the nine months ended September 30, 2026, was a result of an increase in inventory of $238.3 million compared to $161.5 million in the prior year period and a decrease in accrued expenses of $47.6 million compared to an increase of $17.3 million in the prior year period, offset by our business operations of $245.6 million and a decrease in accounts receivable of $15.1 million. This increase in inventory reflects our continued investment in land acquisition and development to support future home deliveries.
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•Investing activities. Net cash used in investing activities for the nine months ended September 30, 2026 was $23.4 million, compared to $32.9 million during the nine months ended September 30, 2025. Cash outflows for the nine months ended September 30, 2026, were primarily related to investments in unconsolidated entities.
•Financing activities. Net cash used in financing activities for the nine months ended September 30, 2026 was $36.9 million, compared to $84.6 million during the nine months ended September 30, 2025. The cash outflows were primarily related to share repurchases of $34.8 million and repayments of our senior unsecured notes of $75.0 million, offset by net borrowings from the Unsecured Revolving Credit Facility of $105.0 million.
Debt Instruments
Unsecured Revolving Credit Facility – On December 10, 2025, the Company entered into the Thirteenth Amendment to this Unsecured Revolving Credit Facility. The Unsecured Revolving Credit Facility was amended (i) to reduce the SOFR spread and base rate spread, (ii) to allow the Company to request a revolving credit advance using Daily SOFR (as defined in the Unsecured Revolving Credit Facility) and (iii) for other administrative changes. The total commitments remain at $330.0 million. The maturity of all commitments under the facility have been extended to December 14, 2028. As of September 30, 2026 we had $105.0 million outstanding under our Unsecured Revolving Credit Facility, and as of December 31, 2025, we had no amounts outstanding under our Unsecured Revolving Credit Facility.
Senior Unsecured Notes - As of September 30, 2026, we had three series of senior unsecured notes outstanding that were each issued pursuant to a note purchase agreement. The aggregate principal amount of senior unsecured notes outstanding was $187.2 million as of September 30, 2026 compared to $262.0 million as of December 31, 2025, net of issuance costs.
•In August 2019, we issued $75.0 million of senior unsecured notes (the “2026 Notes”). Interest accrues at an annual rate of 4.0% and is payable quarterly. The final principal payment of $50.0 million was paid on August 10, 2026.
•In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
•In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. The remaining principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2027 and 2028.
•In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
The senior unsecured notes allow optional prepayment of a “make-whole” premium that fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of September 30, 2026. Specifically, under the most restrictive covenants, we are required to maintain the following:
•a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0. As of September 30, 2026, our interest coverage on a last 12 months’ basis was 33.72 to 1.0;
•a Consolidated Tangible Net Worth of no less than approximately $1,265.8 million. As of September 30, 2026, our Consolidated Tangible Net Worth was $2,017.4 million; and
•a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of September 30, 2026, we had a rolling average ratio of 12.9%.
As of September 30, 2026, we believe that our cash on hand, capacity available under our lines of credit and cash flows from operations for the next twelve months will be sufficient to (i) service our outstanding debt during the next twelve months and (ii) fund our operations. For additional information on our lines of credit, senior unsecured notes, and notes payable, refer to Note 5 to the condensed consolidated financial statements located in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Warehouse Facilities
GRBK Mortgage, LLC, a wholly owned subsidiary of the Company, is party to warehouse facilities to fund its origination of mortgage loans (the “Warehouse Facilities”) as follows (in thousands):
| Outstanding Balance As of | ||||||||||||||||||||
| Maturity Date | Maximum Aggregate Commitment | September 30, 2026 | December 31, 2025 | |||||||||||||||||
| January 29, 2027 | $ | 40,000 | $ | — | $ | 16,828 | ||||||||||||||
| January 31, 2027 | 60,000 | 30,918 | — | |||||||||||||||||
| December 15, 2027 | 40,000 | 2,437 | 29,570 | |||||||||||||||||
| $ | 140,000 | $ | 33,355 | $ | 46,398 | |||||||||||||||
Our borrowings and repayments on the warehouse lines of credit are directly related to the origination and sale of mortgage loans held for sale. As such, the gross activity in the warehouse lines of credit during the period substantially reconciles to the net change in mortgage loans held for sale, as reflected in the condensed consolidated statements of cash flows and discussed in Note 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The Warehouse Facilities provide for an aggregate uncommitted amount of $140.0 million. The Warehouse Facilities are (i) secured by the underlying mortgage loans and bear interest at a variable rate based on SOFR plus a margin ranging from 1.4% to 2% and (ii) guaranteed by Green Brick. The facilities are subject to annual renewal and contain customary covenants and conditions regarding minimum net worth, leverage, profitability and liquidity. The Company was in compliance with the financial covenants under the Warehouse Facilities as of September 30, 2026.
Under the Warehouse Facilities, banks purchase a participation interest in individual mortgage loans, with GRBK Mortgage providing the remainder of the principal of the mortgage, typically up to 2% depending on the loan product. The mortgage loans, with the servicing rights, are then sold, typically within 30 days, to a third party investor and the bank is repaid its participation interest plus interest and the remainder is remitted to GRBK Mortgage. If a third party investor has not purchased the mortgage loan within the anticipated timeframes then GRBK Mortgage is required to repurchase the mortgage loan for the full amount of the participation interest plus interest.
Preferred Equity
As of September 30, 2026 and December 31, 2025 we had 2,000,000 Depositary Shares issued and outstanding, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). We will pay cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears. During the nine months ended September 30, 2026, we paid dividends of $2.2 million on the Series A Preferred Stock. On October 22, 2026, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on December 15, 2026 to stockholders of record as of December 1, 2026.
Registration Statements
In September 2023, we filed with the SEC an automatic shelf registration statement on Form S-3 which enables us to issue shares of common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this registration statement. We have not issued any securities under this registration statement through the date of this filing.
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Off-Balance Sheet Arrangements and Contractual Obligations
Land and Lot Option Contracts
In the ordinary course of business, we enter into land purchase contracts to acquire lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements. As of September 30, 2026, the Company did not participate in any land banking arrangements, excluding joint ventures.
We also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices that typically include escalations in lot prices over time.
Our utilization of lot option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the seller.
As of September 30, 2026, we had earnest money deposits of $22.2 million at risk associated with contracts to purchase raw land and finished lots representing 8,433 total lots past feasibility studies with an aggregate purchase price of approximately $488.5 million.
Seasonality
The homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity in spring and summer, although this activity is highly dependent on the number of active selling communities, timing of new community openings, interest rates and other market factors. Since it typically takes four to seven months to construct a new home, we normally deliver more homes in the second half of the year as spring and summer home orders are delivered. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occur typically during the second half of the year.
Critical Accounting Policies
Our critical accounting policies are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K/A for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 1 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for recent accounting pronouncements.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officers (“Co-CEOs”) and principal financial officer (“CFO”), we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2026 in providing reasonable assurance that information required to be disclosed in the reports we file, furnish, submit or otherwise provide to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports filed by us under the Exchange Act is accumulated and
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communicated to our management, including our Co-CEOs and CFO, in such a manner as to allow timely decisions regarding the required disclosures.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2026, there were no changes in our internal controls that have materially affected or are reasonably likely to have a material effect on our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of equity securities by the issuer
The following table provides information about repurchases of our common stock during the three months ended September 30, 2026:
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (1) | ||||||||||||||||||||||
| July 1 - July 31, 2026 | 4,689 | $ | 69.85 | 4,689 | $ | 150,255,000 | ||||||||||||||||||||
| August 1 - August 31, 2026 | 15,383 | 69.95 | 15,383 | 149,179,000 | ||||||||||||||||||||||
| September 1 - September 30, 2026 | 244,143 | 67.61 | 244,143 | 132,673,000 | ||||||||||||||||||||||
| Total | 264,215 | 264,215 | ||||||||||||||||||||||||
(1) On February 17, 2025, the Board approved and authorized a stock repurchase program (the “Repurchase Plan”). The original authorization approved $100 million of purchases under the Repurchase Plan. On December 11, 2025, the Company’s Board authorized an additional $150 million of repurchases under the Repurchase Plan. During the three months ended September 30, 2026, the Company completed open market repurchases under the Repurchase Plan of 264,215 shares for approximately $17.9 million, excluding excise tax. As of September 30, 2026, there remained $132.7 million available for repurchases under the Repurchase Plan. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated by the Company’s board of directors any time in its sole discretion. Repurchases will be made from time to time in the open market, through block trades or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors. All shares repurchased will be retired.
ITEM 5. OTHER INFORMATION
Insider trading arrangements and policies
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e):
Dolson Employment Agreement
On October 5, 2026, the Company entered into an employment agreement with Mr. Jed Dolson (the "Dolson CEO Employment Agreement") in connection with his previously announced promotion from President and Chief Operating Officer to Co-Chief Executive Officer, which became effective on October 15, 2026 (the “Effective Date”). The Dolson CEO Employment Agreement (i) has a term ending on December 31, 2029, (ii) increases Mr. Dolson’s annual base salary to $1,000,000, effective as of the Effective Date, and (iii) increases his annual incentive target bonus to $3,000,000 commencing as of the Effective Date, which will be prorated for fiscal year 2026, and is subject to the achievement of performance
36
objectives established and assessed by the Compensation Committee in its sole discretion. All payments under the Dolson CEO Employment Agreement are subject to the Company’s Clawback Policy. In addition, the Dolson CEO Employment Agreement provides for Mr. Dolson to participate in the Company's long-term incentive program (the “LTIP”) to which the Compensation Committee has approved a LTIP award of $4,500,000 to be granted in March 2027 for Mr. Dolson, with approximately 33% of such award consisting of time-based restricted stock units and approximately 67% consisting of performance-based restricted stock units.
The Compensation Committee also approved a one-time grant on the Effective Date of restricted stock units having a grant date value of $1,800,000, which will vest ratably over a three-year period.
Solely in the case of termination (i) by the Company without Cause (as defined in the Dolson CEO Employment Agreement) or (ii) by Mr. Dolson with Good Reason (as defined in the Dolson CEO Employment Agreement), subject to the execution of a release of claims by Mr. Dolson in a form reasonably determined by the Company, Mr. Dolson would be entitled to receive a severance payment equal to 2 times (or, if the Date of Termination occurs concurrently with, or within 24 months following, a Change in Control, an amount equal to 3 times) the sum of (x) his base salary plus (y) the target bonus for the year of termination.
In addition, the Dolson CEO Employment Agreement provides for non-competition, non-solicitation, non-disparagement and confidentiality provisions during Mr. Dolson’s employment and for a period of twelve months after termination.
ITEM 6. EXHIBITS
| Number | Description | |||||||
| 10.8A* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 31.3* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 32.3* | ||||||||
| 101.INS** | 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** | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101). | |||||||
* Filed with this Form 10-Q.
** Submitted electronically herewith.
37
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.
GREEN BRICK PARTNERS, INC. | |||||
| /s/ James R. Brickman | |||||
| By: James R. Brickman | |||||
| Its: Co-Chief Executive Officer | |||||
| /s/ Jeffery D. Cox | |||||
| By: Jeffery D. Cox | |||||
| Its: Chief Financial Officer | |||||
Date: October 28, 2026
38
Exhibit 10.8A
This EMPLOYMENT AGREEMENT (this “Agreement”) by and between Green Brick Partners, Inc., a Delaware corporation (the “Company”), and Jed Dolson (“Executive”) (each a “Party” and collectively the “Parties”) is made on October 6, 2026, effective as of October 15, 2026 (the “Effective Date”).
WHEREAS, Executive is presently employed by the Company as President and Chief Operating Officer, pursuant to that certain Employment Agreement dated October 27, 2023, by and between Executive and the Company (the “Existing Employment Agreement”); and
WHEREAS, the Company desires to promote the Executive from President and Chief Operating Officer to Co-Chief Executive Officer effective the Effective Date, and Executive desires to accept such promotion and employment, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:
1. | Employment Period. | ||||
Subject to earlier termination in accordance with Section 3 of this Agreement, Executive shall be employed by the Company pursuant to the terms of this Agreement for a period commencing on the Effective Date and ending on December 31, 2029 (the “Employment Period”) unless the Parties mutually agree to extend the term at least ninety (90) days prior to the end of the Employment Period. Upon Executive’s termination of employment with the Company for any reason, at the Company’s request, Executive shall immediately resign all positions with the Company and all of its subsidiaries and its affiliates, including any entity in which the Company is a member, partner or stockholder (collectively, the “Company Group”), including any position as a member of the Company’s Board of Directors (the “Board”).
2. | Terms of Employment. | ||||
(a) Position. During the Employment Period, Executive shall serve as Co-Chief Executive Officer of the Company and will perform such duties and exercise such supervision with regard to the business of the Company as are associated with such position, including such duties as may be prescribed from time to time by the Board. Executive shall report directly to the Board and if reasonably requested by the Board, Executive hereby agrees to serve (without additional compensation) as an officer and director of the Company Group. The parties agree that, subject to approval by the Board, the Executive will be appointed to the Company’s Board, with his continued service on the Board subject to stockholder approval.
(b) Duties. During the Employment Period, Executive shall have all the responsibilities, duties, and authority that are customary for a Chief Executive Officer, subject at all times to the sole control of the Board, and shall perform such services as customarily are provided by a Chief Executive Officer and such other services consistent with such position, as shall be assigned to Executive from time to time by the Board. During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote all of Executive’s business time to the business and affairs of the Company Group and to use Executive’s commercially reasonable efforts to perform faithfully, effectively and efficiently Executive’s responsibilities and obligations hereunder. Executive shall be entitled to engage in charitable and educational activities and to manage Executive’s personal and family investments, to the extent such activities are not competitive with the business of the Company Group, do not interfere with the performance of Executive’s duties for the Company Group and are otherwise consistent with the Company Group’s governance policies.
(c) Compensation.
(i) Base Salary. Effective October 15, 2026, and until the expiration or termination of the Employment Period, Executive shall receive an annual base salary in an amount equal to One Million dollars ($1,000,000), which shall be paid in accordance with the customary payroll practices of the Company and prorated for partial calendar years of employment (as in effect from time to time, the “Annual Base Salary”). The Annual Base Salary shall be subject to review annually by the Compensation Committee of the Board (the “Committee”), in its sole discretion, for possible increase (but not decrease) and any such increased Annual Base Salary shall constitute “Annual Base Salary” for purposes of this Agreement.
(ii) Annual Bonus. Commencing as of the Effective Date, during the Employment Period, Executive shall be eligible to receive a bonus (the “Bonus”) with a target amount equal to Three Million dollars ($3,000,000) (the “Target Bonus”), where the Target Bonus is contingent upon the achievement of qualitative and quantitative performance goals established by the Committee and assessed solely at the discretion of the Committee. The Target Bonus shall be subject to review annually by the Committee, in its sole discretion, for possible increase (but not decrease) and any such increased Target Bonus shall constitute “Target Bonus” for purposes of this Agreement. The Bonus shall be paid in accordance with the terms of the Company’s bonus plan as in effect from time to time. The Bonus may be paid partially in cash and partially in equity, as determined by the Committee in its sole discretion. For the fiscal year ending on (i) December 31, 2026, the Target Bonus shall be calculated pro rata based on the target bonus in effect prior to the Effective Date pursuant to the Existing Employment Agreement and the Target Bonus approved herein and (ii) December 31, 2029, and, notwithstanding the foregoing, for any year in which the Employment Period expires due to non-extension thereof (provided that Executive is employed on the last day of such Employment Period), Executive shall be entitled to a prorated Bonus based on the actual performance results for such year, prorated based on the number of days elapsed in such year and payable when the Bonus would ordinarily be payable.
(iii) Long-Term Incentive Compensation. Subject to Executive’s continued employment on each annual grant date, commencing in 2027, Executive will be eligible to be granted an annual equity-based award under the Company’s long-term incentive compensation plan (the “LTIP”), the amount, vesting terms and other performance requirements to be set at the Committee’s discretion. The LTIP awards will be granted under, and will be subject to, the terms and conditions of the Company’s 2024 Omnibus Incentive Plan (the “2024 Omnibus Plan”) or any successor plan and any award agreements issued thereunder.
(iv) Benefits. During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company (except severance plans, policies, practices, or programs) subject to the eligibility criteria set forth therein, as such may be amended or terminated from time to time. During the Employment Period, the Company will provide Executive with indemnification to the fullest extent permitted by applicable law and directors’ and officers’ insurance coverage.
(v) Expenses. During the Employment Period, Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive in performance of Executive’s duties hereunder provided that Executive provides all necessary documentation in accordance with the Company’s policies.
(d) Indemnification. The Company shall maintain an adequate level of directors’ and officers’ liability insurance to protect Executive from liability related to his employment with the Company on a basis no less favorable than that provided to any director or officer of the Company. To the extent Executive is not indemnified by such insurance, the Company agrees to indemnify Executive for liability related to his employment with the Company, other than any liability related to Executive’s gross negligence, willful misconduct, fraud or material breach of this Agreement or any of the Company’s policies, to the maximum extent permitted by applicable law and to promptly advance to Executive or Executive’s heirs or representatives related expenses upon written request with appropriate documentation of such expense upon receipt of an undertaking by Executive or on Executive’s behalf to repay such amount if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company. The Company further agrees that such indemnification and agreement to advance expenses shall survive Executive’s resignation, termination or expiration of this Agreement, with respect to actions taken by him during his
employment with the Company, unless such actions could have been grounds for termination by the Company for Cause.
(e) Claw-Back. Executive acknowledges that all amounts earned by Executive during the Employment Period shall be subject to the terms of the Company’s Executive Clawback Policy adopted by the Board, as may be amended from time to time, and any other clawback or recoupment policy adopted by the Board.
3. | Termination of Employment. | ||||
(a) Termination due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. If Executive becomes subject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(g) and 9(g) hereof of its intention to terminate Executive’s employment. For purposes of this Agreement, “Disability” means Executive’s inability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of ninety (90) consecutive days or one hundred eighty (180) days or more in any twelve (12) month period.
(b) Termination for Cause. Executive’s employment may be terminated at any time by the Company for “Cause” (as defined below). For purposes of this Agreement, “Cause” shall mean Executive’s (i) commission of a felony or a crime of moral turpitude, (ii) engaging in conduct that constitutes fraud or embezzlement, (iii) engaging in conduct that constitutes gross negligence or willful misconduct that results or could reasonably be expected to result in harm to the Company Group’s business or reputation, (iv) breach of any material terms of Executive’s employment, including this Agreement or (v) continued willful failure to substantially perform Executive’s duties. Executive’s employment shall not be terminated for “Cause” within the meaning of clauses (iv) and (v) above unless Executive has been given written notice by the Company stating the basis for such intended termination and Executive is given fifteen (15) days to cure, to the extent curable, the neglect or conduct that is the basis of any such claim.
(c) Termination Without Cause (other than due to death or Disability). The Company may terminate Executive’s employment hereunder without Cause (other than due to death or Disability) at any time for any reason or no reason upon thirty (30) days’ prior written notice.
(d) Termination for Good Reason. Executive’s employment may be terminated by Executive for Good Reason upon the occurrence of any event or condition constituting Good Reason. For purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s express written consent: (i) any material failure of the Company to fulfill its obligations under this Agreement, (ii) a material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Company or, following a Change in Control (as defined below), a change in Executive’s reporting position such that Executive no longer reports directly to the board of directors of the parent corporation in a group of controlled corporations and other entities, (iii) a material reduction in Executive’s then current Annual Base Salary (not including any diminution related to a broader compensation reduction that is not limited to Executive specifically and that is not more than 10% in the aggregate), or (iv) the relocation of Executive’s primary office to a location more than fifty (50) miles from the prior location, which materially increases Executive’s commute to work; provided, that any such event shall not constitute Good Reason unless and until Executive shall have provided the Company with notice thereof no later than thirty (30) days following the initial occurrence of such event and the Company shall have failed to remedy such event within thirty (30) days following receipt of such notice (such 30-day period, the “Good Reason Cure Period”); provided, however, that the Company, in its sole discretion, may waive the notice requirement in whole or in part. If, at the end of the Good Reason Cure Period the event or condition that constitutes Good Reason has not been remedied or the Company has elected to waive the notice requirement, Executive will be entitled to terminate employment for Good Reason during the 30-day period that follows the end of the Good Reason Cure
Period. If Executive does not terminate employment during such 30-day period, Executive shall not be permitted to terminate employment for Good Reason as a result of such event or condition.
(i) Change in Control. For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:
(1) the acquisition, directly or indirectly, by any Person or Group of Beneficial Ownership of securities entitled to vote generally in the election of directors (“Voting Securities”) of the Company that represent 50% or more of the combined voting power of the Company’s then outstanding Voting Securities, other than:
a. an acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Person controlled by the Company; or
b. an acquisition of Voting Securities by a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or
c. an acquisition of Voting Securities pursuant to a transaction described in clause 3(d)(i)(3) below that would not be a Change in Control under clause 3(d)(i)(3);
(2) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (including, without limitation, by reason of any agreement intended to avoid or settle any election contest or solicitation of proxies or consents) other than the Board;
(3) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction:
a. which results in the Company’s Voting Securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the Company or the Person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such Person, the “Successor Entity”)), directly or indirectly, at least 50% of the combined voting power of the Successor Entity’s outstanding Voting Securities immediately after the transaction; and
b. after which more than 50% of the members of the board of directors of the Successor Entity were members of the Incumbent Board at the time of the Board’s initial approval of the transaction (including, without limitation, approval of the agreement providing for the transaction); and
c. after which no Person or Group beneficially owns (individually or collectively) Voting Securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no Person or Group shall be treated for purposes of this clause (c) as beneficially owning
50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in Parent prior to the consummation of the transaction;
provided, however, that if the Company engages in a merger or consolidation in which the Company or the surviving entity in such merger or consolidation becomes a subsidiary of another entity, then references to the Company’s then outstanding securities shall be deemed to refer to the outstanding securities of such parent entity; or
(4) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the Voting Securities of which are owned by shareholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.
For purposes of clause 3(d)(i)(1) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company’s stockholders, and for purposes of clause 3(d)(i)(3) or 3(d)(i)(4) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company’s stockholders.
(ii) For purposes of the preceding definition, the terms “Person,” “Group,” “Beneficial Owner,” and “Beneficial Ownership” have the meanings used in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations thereunder. Notwithstanding the foregoing, (A) Persons shall not be considered to be acting as a Group solely because they purchase or own stock of the Company at the same time, or as a result of the same public offering, (B) however, Persons will be considered to be acting as Group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction, with the Company, and (C) if a Person, including an entity, owns stock both in the Company and in a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, with the Company, such stockholders shall be considered to be acting as a Group with other stockholders only with respect to the ownership in the corporation before the transaction.
(e) Voluntary Termination. Executive’s employment may be terminated at any time by Executive without Good Reason upon thirty (30) days’ prior written notice.
(f) Termination as a Result of Expiration of the Employment Period. Unless otherwise agreed between the Parties pursuant to Section 1 hereof or otherwise, Executive’s employment shall automatically terminate upon the expiration of the Employment Period.
(g) Notice of Termination. Any termination by the Company for Cause or without Cause or by reason of Disability, or by Executive for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the other Party hereto given in accordance with Section 9(g). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) if the “Date of Termination” (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.
(h) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Cause, without Cause or by reason of Disability, or by Executive for Good Reason or without Good Reason, the date specified in the Notice of Termination (in the case of a termination with or without Good Reason, provided such Date of Termination is in accordance with Section 3(d) or Section 3(e) hereof), (ii) if Executive’s employment is terminated by reason of death, the date of death, and (iii) the expiration of the Employment Period, and the termination of Executive’s employment upon the date of such expiration.
4. Obligations of the Company upon Termination.
(a) For Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive (A) any vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (B) any Bonus earned but not yet paid for any fiscal year ended prior to the year in which the Date of Termination occurs, at such time as such Bonus is otherwise payable and as determined in the sole discretion of the Committee; and (C) as soon as reasonably practicable but no later than 60 days following the Date of Termination in a lump sum to the extent not previously paid, (1) the Annual Base Salary through the Date of Termination, and (2) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(iv) hereof (clauses (A), (B) and (C), the “Accrued Obligations”); and
(ii) Subject to the terms and conditions set forth in Sections 4(e) and 5(i) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to two times (or, if the Date of Termination occurs concurrently with, or within 24 months following, a Change in Control, an amount equal to three times) the sum of (x) Executive’s Annual Base Salary plus (y) the Target Bonus for the year in which the Date of Termination occurs (the “Severance Payment”). The Severance Payment shall, subject to Section 4(e) below, be paid in a lump sum on the first payroll date following the Release Deadline Date (as defined in Section 4(e)), subject to the terms and conditions in Section 4(e) and 5(i) below.
Thereafter, the Company Group shall have no further obligation to Executive or Executive’s legal representatives.
(b) Death or Disability. If Executive’s employment shall be terminated by reason of Executive’s death or Disability, then the Company will provide Executive with the Accrued Obligations. Thereafter, the Company Group shall have no further obligation to Executive or Executive’s legal representatives.
(c) Cause; Other than for Good Reason. If Executive’s employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company will provide Executive with the Accrued Obligations. Thereafter, the Company Group shall have no further obligation to Executive or Executive’s legal representatives.
(d) Expiration of the Employment Period. If Executive’s employment terminates by reason of the expiration of the Employment Period pursuant to Section 1 as a result of the Company’s or Executive’s non-extension, then the Company will provide Executive with the Accrued Obligations. Thereafter, the Company Group shall have no further obligation to Executive or Executive’s legal representatives.
(e) Separation Agreement and General Release. The Company’s obligation to pay the Severance Payment pursuant to Section 4(a) is conditioned on Executive’s or Executive’s legal representative’s executing a separation agreement and general release of claims related to or arising from Executive’s employment with the Company or the termination of employment, against the Company Group (and their respective officers and directors) in a form reasonably determined by the Company, which shall be provided by the Company to Executive within five (5) days following the Date of Termination; provided, that if such release does not become effective and
irrevocable in accordance with its terms within fifty-five (55) days following the Date of Termination (the “Release Deadline Date”), the Company shall not have any obligation to provide the Severance Payment.
5. | Restrictive Covenants. | ||||
(a) Non-Solicitation. In consideration of Executive’s employment and receipt of payments hereunder, during the period commencing on the Effective Date and ending twelve (12) months after the Date of Termination (the “Restricted Period”), Executive shall not directly, or indirectly through another person or entity, (x) induce or attempt to induce any employee, representative, agent or consultant of any member of the Company Group to leave the employ or services of any member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any employee, representative, agent or consultant thereof, (y) hire any person who was an employee, representative, agent or consultant of any member of the Company Group at any time during the twelve-month period immediately prior to the date on which such hiring would take place or (z) directly or indirectly call on, solicit or service any customer, supplier, licensee, licensor, representative, agent or other business relation of any member of the Company Group in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, any member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, representative, agent or business relation of any member of the Company Group. No action by another person or entity shall be deemed to be a breach of this provision unless Executive directly or indirectly assisted, encouraged or otherwise counseled such person or entity to engage in such activity.
(b) Non-Competition. Executive acknowledges and agrees that the Company Group would be irreparably damaged if Executive were to provide services to any person or entity competing with any member of the Company Group or engaged in a similar business and that such competition by Executive would result in a significant loss of goodwill by the Company Group. Therefore, in consideration of the payments and benefits provided to Executive and other obligations of the Company to Executive pursuant to this Agreement, including, without limitation, the Company’s promise and obligation to provide Executive with Confidential Information (as defined below), Executive agrees that during the Restricted Period, Executive shall not (and shall cause each of Executive’s affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly, in the Geographic Area (as defined below), in the business of the Company Group as currently conducted or proposed to be conducted as of the Date of Termination; provided, that nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded so long as Executive does not actively participate in the business of such corporation. For purposes of this Agreement, the “Geographic Area” shall mean the any geographic market (i) in which the Company Group, at the Date of Termination, is developing and selling homes or (ii) for which the Company has expended material resources within the past 18 months in evaluating the ability to commence operations.
(c) Non-Disclosure; Non-Use of Confidential Information. Executive acknowledges that the Company Group has a legitimate and continuing proprietary interest in the protection of its Confidential Information and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with the Company or at any time thereafter, any Confidential Information of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company. Executive will take all appropriate steps to safeguard Confidential Information in Executive’s possession and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination of Executive’s employment with the Company, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the “Work Product” (as defined in Section 5(e)(ii)) of the business of the Company Group that Executive may then possess or have under Executive’s control. In accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement or any
other agreement or policy shall prevent Executive from, or expose Executive to criminal or civil liability under federal or state trade secret law for, (A) directly or indirectly sharing any Company Group trade secrets or other confidential information (except information protected by the Company’s attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the Company, or (B) disclosing trade secrets in a complaint or other document filed in connection with a legal claim, provided that the filing is made under seal.
Notwithstanding anything herein to the contrary, nothing in this Agreement shall (A) prohibit Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (B) require notification or prior approval by the Company of any reporting described in clause (A).
(d) Proprietary Rights. Executive recognizes that the Company Group possesses a legitimate and continuing proprietary interest in all Confidential Information and Work Product and has the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company Group and Executive in writing. Executive expressly agrees that any Work Product made or developed by Executive or Executive’s agents during the course of Executive’s employment, including any Work Product which is based on or arises out of Work Product, shall be the property of and inure to the exclusive benefit of the Company Group. Executive further agrees that all Work Product developed by Executive (whether or not able to be protected by copyright, patent or trademark) during the course of Executive’s employment with the Company, or involving the use of the time, materials or other resources of the Company Group, shall be promptly disclosed to the Company Group and shall become the exclusive property of the Company Group, and Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.
(e) Certain Definitions.
(i) As used herein, the term “Confidential Information” means information that is not generally known to the public (but for purposes of clarity, Confidential Information shall never exclude any such information that becomes known to the public because of Executive’s unauthorized disclosure) and that is used, developed or obtained by the Company Group in connection with its business, including, but not limited to, information, observations and data obtained by Executive while employed by the Company Group concerning (A) the business or affairs of the Company Group, (B) products or services, (C) fees, costs and pricing structures, (D) designs, (E) analyses, (F) drawings, photographs and reports, (G) computer software, including operating systems, applications and program listings, (H) flow charts, manuals and documentation, (I) databases, (J) accounting and business methods, (K) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (L) customers and clients and customer or client lists, (M) other copyrightable works, (N) all production methods, processes, strategies, plans, technology and trade secrets, (O) personnel information, and (P) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public (except as a result of Executive’s unauthorized disclosure) prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.
(ii) As used herein, the term “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) that relates to the Company Group’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by
the Company together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.
(f) Enforcement. If Executive commits a breach of any of the provisions of this Section 5 or Section 6 below, the Company shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company Group are of a special, unique and extraordinary character and that any such breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company Group. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Accordingly, Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement (without posting a bond or other security) if the Company establishes a violation of Section 5 or 6 of this Agreement.
(g) Blue Pencil. If, at any time, the provisions of this Section 5 shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and Executive and the Company agree that this Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
(h) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS CAREFULLY READ THIS SECTION 5 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS EXECUTIVE CONSIDERED NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW.
(i) Severance Payments. In addition to the rights and remedies available to the Company under this Agreement, and not in any way in limitation of any right or remedy otherwise available to the Company Group, in the event that Executive violates any material term of this Agreement or any other agreement between the Company and Executive, (i) the Company’s obligation to pay the Severance Payment and Executive’s right to receive such Severance Payment shall terminate and be of no further force or effect and (ii) Executive shall promptly repay to the Company an amount equal to the portion of the Severance Payment previously paid to Executive.
6. | Non-Disparagement. | ||||
(a) During the Employment Period and at all times thereafter, neither Executive nor Executive’s agents shall directly or indirectly, whether in public or private, make, publish, encourage, ratify, or authorize; or assist or enable any other person or entity in making, authorizing, ratifying, or publishing; any statements that in any way defame, criticize, malign, impugn, reflect negatively on, or disparage any of the Company Parties (as defined below), or cast any of the Company Parties (as defined below) in a negative light in any manner whatsoever. Executive also agrees that Executive will not publicly comment upon or discuss, or assist or permit any other person or entity to publicly comment upon or discuss, any of the Company Parties with any media source or outlet (whether negatively or otherwise), including but not limited to or with any reporters, bloggers, weblogs, websites, newspapers, magazines, television stations or productions, radio stations, news organizations, news outlets, or publications, or in any movie, book, or theatrical production. The foregoing shall not be violated by truthful responses to (i) legal process or governmental inquiry or (ii) by private statements to the Company’s officers, directors or employees; provided, that in the case of Executive, with respect to clause (ii), such statements are made in the course of carrying out Executive’s duties pursuant to this Agreement. For purposes of this Agreement, “Company Parties” shall include the Company Group and all of its members; and all of the past, present, and future stockholders, members, partners, principals, investors, directors, officers, managers, benefit plans, fiduciaries, employees, agents, attorneys, heirs, representatives, administrators, successors, and assigns of any of the foregoing entities. Each of the Company Parties shall be a third-party beneficiary of this Agreement and shall be authorized to enforce this Agreement in accordance with its terms.
(b) During the Employment Period and at all times thereafter, the Company shall take all reasonable steps to ensure that no member of the Board nor any senior executive of the Company (the “Key Persons”) shall directly or indirectly, whether in public or private, make, publish, encourage, ratify, or authorize; or assist or enable any other person or entity in making, authorizing, ratifying, or publishing; any statements that in any way defame, criticize, malign, impugn, reflect negatively on, or disparage Executive, or cast Executive in a negative light in any manner whatsoever. The foregoing shall not be violated by truthful responses to (i) legal process or governmental inquiry or (ii) by private statements to the Company’s officers, directors or employees by Key Persons; provided, that with respect to clause (ii), such statements are made in the course of carrying out the Key Person’s duties pursuant to the Company.
7. | Confidentiality of Agreement. | ||||
The Parties acknowledge and agree that this Agreement shall be filed with the Securities and Exchange Commission. Notwithstanding the foregoing, the Parties agree that the discussions and correspondence that led to this Agreement are private and confidential. Except as may be required by applicable law, regulation, or stock exchange requirement, neither Party may disclose the above information to any other person or entity without the prior written approval of the other Party.
8. | Executive’s Representations, Warranties and Covenants. | ||||
(a) Executive hereby represents and warrants to the Company that:
(i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive;
(ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;
(iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person;
(iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms;
(v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and
(vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date.
(b) The Company hereby represents and warrants to Executive that:
(i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company;
(ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any
agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject;
(iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and
(iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.
9. | General Provisions. | ||||
(a) Severability. It is the desire and intent of the Parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any Party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
(b) Entire Agreement and Effectiveness. Effective as of the Effective Date, this Agreement embodies the complete agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way, including, without limitation, the Existing Employment Agreement.
(c) Successors and Assigns.
(i) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.
(ii) This Agreement shall inure to the benefit of and be binding upon the Company Group and their successors and assigns.
(d) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
(e) Enforcement.
(i) Arbitration. Except as specifically set forth in Section 5(f) of this Agreement, in consideration of Executive’s employment with the Company and Executive’s receipt of compensation and other benefits under this Agreement, EXECUTIVE AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY GROUP AND ANY EMPLOYEE, OFFICER, DIRECTOR, STOCKHOLDER OR BENEFIT PLAN OF THE COMPANY GROUP, IN THEIR CAPACITY AS SUCH OR OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM EXECUTIVE’S EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF EXECUTIVE’S EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION. Such arbitration shall take place in Dallas, Texas (unless the Parties agree in writing to a different location), before a single arbitrator, who shall be an attorney, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. Executive agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Executive also agrees that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. The decision and award made by the arbitrator shall be final, binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. The Company will bear the totality of the arbitrator’s and administrative fees and costs. Each Party shall otherwise bear its own litigation costs and expenses; provided, however, that the arbitrator shall have the discretion to award the prevailing Party reimbursement of its reasonable attorney’s fees and costs. The arbitration shall be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any claim (collectively, “Arbitration Materials”) to any third party, with the sole exception of Executive’s legal counsel, who Executive shall ensure also fully complies with the confidentiality provisions of this Agreement. In the event of any court proceeding to challenge or enforce an arbitrator’s award, the Parties hereby consent to the exclusive jurisdiction of the state and federal courts in Dallas, Texas and agree to exclusive venue in Dallas, Texas. The Parties hereby agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any court proceeding, agree to take all appropriate steps to file all Confidential Information (and documents containing Confidential Information) under seal in any such proceeding where possible, and agree to the entry of an appropriate protective order encompassing the confidentiality provisions of this Agreement.
(ii) Remedies. All remedies hereunder are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.
(iii) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(f) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.
(g) Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five (5) days after deposit in the U.S. mail and one day after deposit for overnight delivery with a reputable overnight courier service.
If to the Company, to:
Green Brick Partners, Inc.
5501 Headquarters Drive, Suite 300W
Plano, TX 75024
Attention: Chairman of the Board
with a copy to:
Kara MacCullough
Greenberg Traurig, P.A.
401 East Las Olas Blvd., Suite 2000
Fort Lauderdale, FL 33301
If to Executive, to: Executive’s home address most recently on file with the Company.
(h) Withholdings Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(i) Survival of Representations, Warranties and Agreements. All representations, warranties and agreements contained herein shall survive any termination of Executive’s employment under this Agreement.
(j) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. All references to a “Section” in this Agreement are to a section of this Agreement unless otherwise noted.
(k) Construction. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
(l) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
(m) Section 409A.
(i) Compliance. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of Code Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. To the extent that the Company determines that any provision of this Agreement would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall be entitled to reform such provision to attempt to comply with or be exempt from Code Section 409A through good faith modifications. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company without violating the provisions of Code Section 409A. Notwithstanding anything herein to the contrary, in no event does the Company, its affiliates, officers, equity holders, employees, agents, members, directors, or representatives guarantee the exemption from or compliance with Code Section 409A and no such party shall have any liability for failure of this Agreement to be exempt from or comply with such Code section.
(ii) Separate Payments. Notwithstanding anything in this Agreement to the contrary, each payment payable hereunder shall be deemed to be a payment in a series of separate payments for purposes of Code Section 409A.
(iii) Specified Employee. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on the date of Executive’s termination from employment with the Company, Executive is deemed to be a “specified employee” within the meaning of Code Section 409A and the Final Treasury Regulations using the identification methodology selected by the Company from time to time, or if none, the default methodology under Code Section 409A, any payments or benefits that constitute non-exempt deferred compensation under Code Section 409A and that are due upon a termination of Executive’s employment shall be delayed and paid or provided (or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death, and (ii) the date of Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit.
(iv) Separation from Service. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination of Executive’s employment by the Company for purposes of any such payment or benefits.
(v) No Designation. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A.
(vi) Expense Reimbursement. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.
(n) Excess Parachute Payments. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or any member of the Company Group to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) are determined to constitute “excess parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 9(n) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax or (ii) delivered in full, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may subject to the Excise Tax. All determinations required to be made under this Section 9(n), including whether a payment would result in an “excess parachute payment” and the assumptions utilized in arriving at such determination, shall be made by an accounting firm selected by the Company.
(o) Employee Not to Act. Executive agrees that Executive is not entitled to, and will not, exercise any rights of the Company under this Agreement or act for or on behalf of the Company under this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
GREEN BRICK PARTNERS, INC. | |||||
By: | /s/ Elizabeth K. Blake | ||||
Name: | Elizabeth K. Blake | ||||
Title: | Chair of the Compensation Committee | ||||
By: | /s/ Neal Suit | ||||
Name: | Neal Suit | ||||
Title: | Executive Vice President, General Counsel, and Chief Risk and Compliance Officer | ||||
EXECUTIVE | |||||
By: | /s/ Jed Dolson | ||||
Name: | Jed Dolson | ||||
[Signature Page to Dolson 2026 Employment Agreement]
Exhibit 31.1
Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, James R. Brickman, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Brick Partners, Inc. for the period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2026
| By: | /s/ James R. Brickman | ||||
| Name: | James R. Brickman | ||||
| Title: | Co-Chief Executive Officer | ||||
Exhibit 31.2
Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jed Dolson, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Brick Partners, Inc. for the period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2026
| By: | /s/ Jed Dolson | ||||
| Name: | Jed Dolson | ||||
| Title: | Co-Chief Executive Officer | ||||
Exhibit 31.3
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeffery D. Cox, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Brick Partners, Inc. for the period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2026
| By: | /s/ Jeffery D. Cox | ||||
| Name: | Jeffery D. Cox | ||||
| Title: | Chief Financial Officer | ||||
Exhibit 32.1
Certification of Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Green Brick Partners, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James R. Brickman, Co-Chief Executive Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2026
| By: | /s/ James R. Brickman | ||||
| Name: | James R. Brickman | ||||
| Title: | Co-Chief Executive Officer | ||||
Exhibit 32.2
Certification of Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Green Brick Partners, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jed Dolson, Co-Chief Executive Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2026
| By: | /s/ Jed Dolson | ||||
| Name: | Jed Dolson | ||||
| Title: | Co-Chief Executive Officer | ||||
Exhibit 32.3
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Green Brick Partners, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffery D. Cox, Chief Financial Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2026
| By: | /s/ Jeffery D. Cox | ||||
| Name: | Jeffery D. Cox | ||||
| Title: | Chief Financial Officer | ||||