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Watchlist
Account
LGI Homes
LGIH
#5680
Rank
A$1.99 B
Marketcap
๐บ๐ธ
United States
Country
A$85.91
Share price
2.62%
Change (1 day)
-3.37%
Change (1 year)
๐ Construction
Categories
Market cap
Revenue
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Price history
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Price history
P/E ratio
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P/B ratio
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Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports (10-K)
LGI Homes
Quarterly Reports (10-Q)
Financial Year FY2026 Q2
LGI Homes - 10-Q quarterly report FY2026 Q2
Text size:
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
June 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
001-36126
LGI HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware
46-3088013
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1450 Lake Robbins Drive,
Suite 430,
The Woodlands,
Texas
77380
(Address of principal executive offices)
(Zip code)
(281)
362-8998
(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
Common Stock, par value $0.01 per share
LGIH
Nasdaq Global Select Market
Nasdaq Texas, LLC
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 (or for such shorter period that the registrant was required to file such reports), 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, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
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Table of Contents
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 Exchange Act). Yes
☐
No
☒
As of July 30, 2026, there were
23,248,272
shares of the registrant’s common stock, par value $0.01 per share, outstanding.
2
Table of Contents
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.
LGI Homes, Inc. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
4
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025
5
Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2026 and 2025
6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025
7
Notes to the Condensed Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
40
Item 4.
Controls and Procedures
40
PART II - OTHER INFORMATION
Item 1A.
Risk Factors
36
Item 5.
Other Information
41
Item 6.
Exhibits
42
SIGNATURES
43
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Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LGI HOMES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
June 30,
December 31,
2026
2025
ASSETS
Cash and cash equivalents
$
61,081
$
61,247
Accounts receivable
33,850
32,467
Real estate inventory
3,512,613
3,555,602
Pre-acquisition costs and deposits
19,248
28,950
Property and equipment, net
149,579
107,145
Other assets
119,812
119,909
Deferred tax assets, net
10,392
9,904
Goodwill
12,018
12,018
Total assets
$
3,918,593
$
3,927,242
LIABILITIES AND EQUITY
Accounts payable
$
58,750
$
16,179
Accrued expenses and other liabilities
146,280
157,971
Notes payable, net
1,580,907
1,656,803
Total liabilities
1,785,937
1,830,953
COMMITMENTS AND CONTINGENCIES (Note 10)
EQUITY
Common stock, par value $
0.01
,
250,000,000
shares authorized,
27,904,864
shares issued and
23,248,272
shares outstanding as of June 30, 2026 and
27,789,678
shares issued and
23,133,086
shares outstanding as of December 31, 2025
279
277
Additional paid-in capital
354,476
347,308
Retained earnings
2,187,483
2,158,339
Treasury stock, at cost,
4,656,592
shares as of June 30, 2026 and December 31, 2025
(
409,582
)
(
409,635
)
Total equity
2,132,656
2,096,289
Total liabilities and equity
$
3,918,593
$
3,927,242
See accompanying notes to the condensed consolidated financial statements.
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Table of Contents
LGI HOMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenues
Homebuilding revenues
$
501,511
$
483,485
$
821,247
$
834,905
Land and other revenues
14,537
4,757
27,677
36,725
Total revenues
516,048
488,242
848,924
871,630
Cost of sales
Homebuilding costs
402,117
372,877
661,924
650,584
Land and other costs
12,235
5,725
24,175
32,729
Total cost of sales
414,352
378,602
686,099
683,313
Selling expenses
44,149
41,599
76,799
83,941
General and administrative
28,571
29,401
56,432
60,603
Other income, net
(
7,615
)
(
3,400
)
(
11,316
)
(
3,991
)
Net income before income taxes
36,591
42,040
40,910
47,764
Income tax provision
9,607
10,507
11,766
12,237
Net income
$
26,984
$
31,533
$
29,144
$
35,527
Basic
$
1.16
$
1.36
$
1.26
$
1.52
Diluted
$
1.16
$
1.36
$
1.25
$
1.52
Weighted average shares outstanding:
Basic
23,201,571
23,221,565
23,191,411
23,308,534
Diluted
23,279,553
23,265,062
23,248,046
23,364,957
See accompanying notes to the condensed consolidated financial statements.
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LGI HOMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands, except share data)
Common Stock
Additional Paid-In Capital
Retained Earnings
Treasury Stock
Total Equity
Shares
Amount
BALANCE— December 31, 2025
27,789,678
$
277
$
347,307
$
2,158,339
$
(
409,635
)
$
2,096,289
Net income
—
—
—
2,160
—
2,160
Restricted stock units granted for accrued annual bonuses
—
—
(
696
)
—
—
(
696
)
Compensation expense for equity awards
—
—
3,418
—
—
3,418
Stock issued under employee incentive plans
99,193
1
1,242
—
—
1,243
BALANCE— March 31, 2026
27,888,871
$
278
$
351,272
$
2,160,499
$
(
409,635
)
$
2,102,414
Net income
—
—
—
26,984
—
26,984
Stock repurchase including excise tax
—
—
—
—
53
53
Compensation expense for equity awards
—
—
2,249
—
—
2,249
Stock issued under employee incentive plans
15,993
1
955
—
—
956
BALANCE— June 30, 2026
27,904,864
$
279
$
354,476
$
2,187,483
$
(
409,582
)
$
2,132,656
Common Stock
Additional Paid-In Capital
Retained Earnings
Treasury Stock
Total Equity
Shares
Amount
BALANCE— December 31, 2024
27,644,413
$
276
$
337,161
$
2,085,787
$
(
385,996
)
$
2,037,228
Net income
—
—
—
3,994
—
3,994
Restricted stock units granted for accrued annual bonuses
—
—
540
—
—
540
Stock repurchase
—
—
—
—
(
3,051
)
(
3,051
)
Compensation expense for equity awards
—
—
2,625
—
—
2,625
Stock issued under employee incentive plans
49,113
1
1,189
—
—
1,190
BALANCE— March 31, 2025
27,693,526
$
277
$
341,515
$
2,089,781
$
(
389,047
)
$
2,042,526
Net income
—
—
—
31,533
—
31,533
Stock repurchase
—
—
—
—
(
20,588
)
(
20,588
)
Compensation expense for equity awards
—
—
2,826
—
—
2,826
Stock issued under employee incentive plans
19,701
—
848
—
—
848
BALANCE— June 30, 2025
27,713,227
$
277
$
345,189
$
2,121,314
$
(
409,635
)
$
2,057,145
See accompanying notes to the condensed consolidated financial statements.
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LGI HOMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net income
$
29,144
$
35,527
Adjustments to reconcile net income to net cash used in operating activities:
Equity in income of unconsolidated entities
(
2,821
)
(
1,909
)
Distributions of earnings from unconsolidated entities
825
3,695
Depreciation and amortization
2,521
1,875
Loss (gain) on disposal of assets
(
5,509
)
2,286
Compensation expense for equity awards
5,667
5,451
Inventory impairment
4,681
—
Deferred income taxes
(
488
)
(
1,162
)
Changes in assets and liabilities:
Accounts receivable
(
1,383
)
(
5,879
)
Real estate inventory
(
19,853
)
(
240,279
)
Pre-acquisition costs and deposits
9,702
7,019
Other assets
(
1,736
)
(
2,903
)
Accounts payable
42,571
12,773
Accrued expenses and other liabilities
(
4,311
)
(
30,015
)
Net cash provided by (used in) operating activities
59,010
(
213,521
)
Cash flows from investing activities:
Purchases of property and equipment
(
1,512
)
(
885
)
Proceeds from sale of property and equipment
28,403
—
Investment in unconsolidated entities
(
1,882
)
(
3,431
)
Return of capital from unconsolidated entities
514
6,388
Net cash provided by (used in) investing activities
25,523
2,072
Cash flows from financing activities:
Proceeds from notes payable
143,316
390,644
Payments on notes payable
(
222,000
)
(
130,000
)
Payments on financing arrangements
(
8,136
)
(
17,500
)
Loan issuance costs
(
75
)
(
3,731
)
Proceeds from sale of stock
2,196
2,038
Stock repurchase
—
(
23,639
)
Net cash provided by (used in) financing activities
(
84,699
)
217,812
Net increase (decrease) in cash and cash equivalents
(
166
)
6,363
Cash and cash equivalents, beginning of period
61,247
53,197
Cash and cash equivalents, end of period
$
61,081
$
59,560
See accompanying notes to the condensed consolidated financial statements.
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Table of Contents
LGI HOMES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
ORGANIZATION AND BASIS OF PRESENTATION
Organization and Description of the Business
LGI Homes, Inc., a Delaware corporation (the “Company”, “we,” “us,” or “our”), is headquartered in The Woodlands, Texas. The primary aspects of our business are the development of communities and the design, construction and sale of new homes in markets in Texas, Arizona, Florida, Georgia, New Mexico, Colorado, North Carolina, South Carolina, Washington, Tennessee, Minnesota, Oklahoma, Alabama, California, Oregon, Nevada, West Virginia, Virginia, Pennsylvania, Maryland and Utah.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments that are of a normal recurring nature and necessary for the fair presentation of our results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year.
The accompanying unaudited financial statements as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025, include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and these differences could have a significant impact on the financial statements.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The amendments in this update are to be applied on a prospective basis, with the option for retrospective application. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact that this standard will have on our disclosures.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”, which lists the disclosures required under ASC 270 and establishes a disclosure principle. The disclosure principle requires entities issuing condensed statements to disclose events occurring since the end of the most recent fiscal year that have a material impact on the entity. The amendments in this update are to be applied on a prospective basis, with the option for retrospective application. The guidance is effective for annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact that this standard will have on our disclosures.
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2.
REAL ESTATE INVENTORY
Our real estate inventory consists of the following (in thousands):
June 30,
December 31,
2026
2025
Land, land under development and finished lots
$
2,507,330
$
2,601,578
Completed homes
466,783
587,219
Homes in progress
422,289
261,850
Information centers
62,965
61,940
Land held for sale
53,246
35,039
Total owned inventory
3,512,613
3,547,626
Real estate not owned
—
7,976
Total real estate inventory
$
3,512,613
$
3,555,602
Our real estate not owned relates to land banking financing arrangements with a third-party land banker to repurchase land that we sold to the land banker as a method of acquiring finished lots in staged takedowns, while limiting risk and minimizing the use of funds from our available cash or other financing sources. As of June 30, 2026, we have completed the repurchase of all lots via takedowns associated with these transactions.
We build and lease a number of single-family homes in select, existing communities. During the six months ended June 30, 2026 and 2025, we transferred $
66.3
million and $
41.4
million, respectively, of home assets from real estate inventory to assets held for lease within property and equipment, net.
During the six months ended June 30, 2026, we reclassified land held for sale of $
35.0
million as of December 31, 2025, from other assets to real estate inventory on the condensed consolidated balance sheet and $
46.5
million for the six months ended June 30, 2025 from other assets to real estate inventory on the condensed consolidated statement of cash flow. We made this reclassification to align the presentation of these assets with the classification of the related sales, which are now recorded within revenue rather than other income (see
Note 11
). This reclassification had no impact on our previously reported total assets or total operating cash flows.
3.
ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued and other liabilities consist of the following (in thousands):
June 30,
December 31,
2026
2025
Real estate inventory development and construction payable
$
52,410
$
57,103
Accrued compensation, bonuses and benefits
14,873
14,677
Warranty reserves
14,800
14,500
Accrued interest
13,653
14,223
Inventory related obligations
12,844
11,641
Contract deposits
6,161
5,845
Taxes payable
6,157
9,704
Lease liability
4,604
5,139
Other
20,778
17,163
Land banking financing arrangements
—
7,976
Total accrued expenses and other liabilities
$
146,280
$
157,971
Land Banking Financing Arrangements
We have land banking financing arrangements with a third-party land banker to repurchase land that we sold to the land banker as a method of acquiring finished lots in staged takedowns. Principal payments on these financing arrangements will generally coincide with the repurchase of lot takedowns from the land banker. As of June 30, 2026, we have completed the repurchase of all lots via takedowns associated with these transactions.
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Table of Contents
Inventory Related Obligations
We own lots in certain communities in Florida and Texas that have Community Development Districts or similar utility and infrastructure development special assessment programs that allocate a fixed amount of debt service associated with development activities to each lot. This obligation for infrastructure development is attached to the land and is ultimately assumed by the homebuyer when home sales are closed. The obligations assumed by the homebuyer represent a non-cash cost of the lots.
Warranty Reserves
We generally provide homebuyers with a
one-year
warranty on the house and a limited warranty for major defects in structural elements, such as framing components and foundation systems, typically ranging from
six
to
ten years
depending on the applicable state.
Changes to our warranty accrual are as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Warranty reserves, beginning of period
$
14,300
$
16,500
$
14,500
$
16,100
Warranty provision
1,490
(
594
)
1,906
986
Warranty expenditures
(
990
)
(
406
)
(
1,606
)
(
1,586
)
Warranty reserves, end of period
$
14,800
$
15,500
$
14,800
$
15,500
4.
NOTES PAYABLE
Revolving Credit Agreement
We are a party to the Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (as amended to date, the “Credit Agreement”). The Credit Agreement provides for a $
1.1825
billion revolving credit facility, which can be increased at the request of the Company by up to $
95.0
million, subject to the terms and conditions of the Credit Agreement. The Credit Agreement matures on April 28, 2029 with respect to $
972.5
million, or
82.2
%, of the $
1.1825
billion of commitments thereunder and on April 28, 2028 with respect to
17.8
% of the commitments thereunder.
Before each anniversary of the Credit Agreement, we may request a one-year extension of its maturity date. The Credit Agreement is guaranteed by, among others, each of our subsidiaries that have gross assets of at least $
0.5
million, other than subsidiaries whose sole purpose is to own and operate single-family rental homes.
The borrowings and letters of credit outstanding under the Credit Agreement, together with the outstanding principal balance of our
8.750
% Senior Notes due 2028 (the “2028 Senior Notes”), our
4.000
% Senior Notes due 2029 (the “2029 Senior Notes”) and our
7.000
% Senior Notes due 2032 (the “2032 Senior Notes”), may not exceed the borrowing base under the Credit Agreement. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company and its subsidiaries that guarantee the obligations under the Credit Agreement. As of June 30, 2026, the borrowing base under the Credit Agreement was $
2.0
billion, of which the maximum available to borrow was $
2.0
billion. As of June 30, 2026, borrowings under the Credit Agreement and the outstanding principal amount of the 2028 Senior Notes, the 2029 Senior Notes and the 2032 Senior Notes totaled approximately $
1.5
billion, $
19.0
million of letters of credit were outstanding and $
406.9
million was available to borrow under the Credit Agreement.
Borrowings under the Credit Agreement bear interest, payable monthly in arrears, at the Company’s option, at either (1) the Adjusted Term SOFR (defined as a term SOFR that is based on a fixed 1, 3 or 6 month interest period, as selected by the Company, plus a
10
,
15
or
25
basis point adjustment, respectively), which rate is subject to a
50
basis point floor, plus an applicable margin ranging from
145
basis points to
210
basis points (the “Applicable Margin”) based on the Company’s leverage ratio as determined in accordance with a pricing grid, or (2) the Base Rate (defined as a term SOFR that is based on a daily variable 1 month interest period plus a
10
basis point adjustment), subject to a
50
basis point floor, plus the Applicable Margin. At June 30, 2026, the Applicable Margin was
1.85
%, and SOFR was
3.64
%, subject to the
0.50
% SOFR floor as included in the Credit Agreement.
The Credit Agreement contains various financial covenants, including a minimum tangible net worth, a maximum leverage ratio, a minimum liquidity amount and a minimum EBITDA to interest expense ratio. The Credit Agreement contains various covenants that, among other restrictions, (i) limit the amount of our additional debt and our ability to make certain investments and (ii) restrict the repurchase of shares and payment of dividends through December 31, 2026. At June 30, 2026, we were in compliance with all of the covenants contained in the Credit Agreement.
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Table of Contents
LGI Living Loan Agreement
On July 23, 2025, the Company’s wholly owned special purpose subsidiary LGI Living - SFR 1, LLC (“LGI Living SFR”) entered into a Loan Agreement (the “LGI Living Loan Agreement”) with Evergreen Residential Capital, LLC, as lender. The LGI Living Loan Agreement provides for a secured non-recourse loan for up to $
50.0
million, which can be increased at the request of LGI Living SFR by up to $
75.0
million (for a total of $
125.0
million), subject to the terms and conditions of the LGI Living Loan Agreement.
As of June 30, 2026, the total amount of borrowings outstanding under the LGI Living Loan Agreement was $
50.0
million. The loan matures on July 8, 2030 and bears interest at a rate of
6.433
% per annum, which may be adjusted in connection with an increase in the amount of the loan. The loan is unconditionally guaranteed as to payment and performance by the Company under a limited recourse guaranty with respect to (i) certain losses and liabilities to the extent such losses or liabilities are actually incurred by the lender and (ii) the entire amount of the loan upon the occurrence of certain events. The LGI Living Loan Agreement requires that the Company, as guarantor, maintain (i) liquidity of not less than
15
% of the loan amount and (ii) net worth in excess of
50
% of the loan amount.
The loan is unconditionally guaranteed as to payment and performance by LGI Living - ER FIN, LLC, as the direct owner of the equity interests in LGI Living SFR, but recourse under such guaranty is limited to LGI Living - ER FIN, LLC’s equity interests in LGI Living SFR, which are pledged as collateral for the loan. The loan is also secured by a security interest in all assets of LGI Living SFR, including a mortgage lien on certain of LGI Living SFR’s real property. The LGI Living Loan Agreement includes certain restrictive covenants that may limit LGI Living SFR’s ability to, among other things, incur additional indebtedness or make certain investments. The LGI Living Loan Agreement contains representations and warranties, affirmative covenants, and events of default, all of which the Company believes are customary for special purpose subsidiary real estate secured loan agreements. If an event of default exists under the LGI Living Loan Agreement, the lender will be able to accelerate the maturity of the loan and exercise other rights and remedies. At June 30, 2026, we were in compliance with all of the covenants contained in the LGI Living Loan Agreement.
Senior Notes Offering
On November 15, 2024, we issued $
400.0
million aggregate principal amount of the 2032 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S (“Regulation S”) under the Securities Act. Interest on the 2032 Senior Notes accrues at a rate of
7.000
% per annum, payable semi-annually in arrears on May 15 and November 15 of each year. The 2032 Senior Notes mature on November 15, 2032. The terms of the 2032 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Fifth Supplemental Indenture thereto, dated as of November 15, 2024, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Regions Bank, as trustee.
On November 21, 2023, we issued $
400.0
million aggregate principal amount of the 2028 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S. Interest on the 2028 Senior Notes accrues at a rate of
8.750
% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2028 Senior Notes mature on December 15, 2028. The terms of the 2028 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Fourth Supplemental Indenture thereto, dated as of November 21, 2023, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Regions Bank, as trustee.
On June 28, 2021, we issued $
300.0
million aggregate principal amount of the 2029 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S. Interest on the 2029 Senior Notes accrues at a rate of
4.000
% per annum, payable semi-annually in arrears on January 15 and July 15 of each year. The 2029 Senior Notes mature on July 15, 2029. The terms of the 2029 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Third Supplemental Indenture thereto, dated as of June 28, 2021, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Wilmington Trust, National Association, as trustee.
11
Table of Contents
Notes payable consist of the following (in thousands):
June 30,
December 31,
2026
2025
Notes payable under the Credit Agreement ($
1.1825
billion revolving credit facility at June 30, 2026, maturing in part on April 28, 2028 and in part on April 28, 2029, with interest paid monthly at SOFR plus
1.85
%; $
1.1825
billion revolving credit facility at December 31, 2025, maturing in part on April 28, 2028 and in part on April 28, 2029, with interest paid monthly at SOFR plus
1.85
%)
$
448,957
$
527,641
8.750
% Senior Notes due December 15, 2028; interest paid semi-annually at
8.750
%
400,000
400,000
4.000
% Senior Notes due July 15, 2029; interest paid semi-annually at
4.000
%
300,000
300,000
7.000
% Senior Notes due November 15, 2032; interest paid semi-annually at
7.000
%
400,000
400,000
Loan payable under the LGI Living Loan Agreement maturing on July 8, 2030; with interest paid monthly at an annual rate of
6.433
%
50,000
50,000
Net debt issuance costs
(
18,050
)
(
20,838
)
Total notes payable
$
1,580,907
$
1,656,803
Capitalized Interest
Interest activity, including other financing costs, for notes payable and financing arrangements for the periods presented is as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Interest incurred
$
28,993
$
32,601
$
59,170
$
62,524
Less: Amounts capitalized
(
28,993
)
(
32,601
)
(
59,170
)
(
62,524
)
Interest expense
$
—
$
—
$
—
$
—
Cash paid for interest
$
40,831
$
42,907
$
56,863
$
58,425
Included in interest incurred was amortization of deferred financing costs and applicable discounts for notes payable and financing arrangements of $
2.0
million and $
2.7
million for the three months ended June 30, 2026 and 2025, respectively, and $
4.2
million and $
5.4
million for the six months ended June 30, 2026 and 2025, respectively.
5.
INCOME TAXES
We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The statute of limitations with regards to our federal income tax filings is three years. The statute of limitations for our state tax jurisdictions is three to four years depending on the jurisdiction. In the normal course of business, we are subject to tax audits in various jurisdictions, and such jurisdictions may assess additional income taxes. We do not expect the outcome of any audit to have a material effect on our condensed consolidated financial statements; however, audit outcomes and the timing of audit adjustments are subject to significant uncertainty.
For the three months ended June 30, 2026, our effective tax rate of
26.3
% is higher than the Federal statutory rate primarily as a result of an increase in the rate for state income taxes, net of the federal benefit, the compensation cost in excess of deductions for share-based payments, and the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended, partially offset by a decrease in the rate for the federal energy efficient homes tax credits.
For the six months ended June 30, 2026, our effective tax rate of
28.8
% is higher than the Federal statutory rate primarily as a result of an increase in the rate for state income taxes, net of the federal benefit, the compensation cost in excess of deductions for share-based payments, and the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended.
Income taxes paid were $
15.8
million and $
21.3
million for the three months ended June 30, 2026 and 2025, respectively. Income taxes paid were $
16.0
million and $
59.9
million for the six months ended June 30, 2026 and 2025, respectively.
6.
EQUITY
Stock Repurchase Program
In February 2022, our Board of Directors (the “Board”) approved a $
200.0
million increase to our previously authorized stock repurchase program, pursuant to which we may purchase up to $
550.0
million of shares of our common stock through
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open market transactions, privately negotiated transactions or otherwise in accordance with applicable laws. During the three and six months ended June 30, 2026, we did
not
repurchase any shares of our common stock. During the three and six months ended June 30, 2025, we repurchased
367,568
shares of our common stock at a total cost, including commissions and excise taxes, of $
20.6
million and
409,253
shares of our common stock at a total cost, including commissions and excise taxes, of $
23.6
million, respectively, to be held as treasury stock. A total of
3,656,592
shares of our common stock has been repurchased since our stock repurchase program commenced in 2018. As of June 30, 2026, we may purchase up to $
157.3
million of shares of our common stock under our stock repurchase program.
7.
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Numerator (in thousands):
Net income (Numerator for basic and diluted earnings per share)
$
26,984
$
31,533
$
29,144
$
35,527
Denominator:
Basic weighted average shares outstanding
23,201,571
23,221,565
23,191,411
23,308,534
Effect of dilutive securities:
Stock-based compensation units
77,982
43,497
56,635
56,423
Diluted weighted average shares outstanding
23,279,553
23,265,062
23,248,046
23,364,957
Basic earnings per share
$
1.16
$
1.36
$
1.26
$
1.52
Diluted earnings per share
$
1.16
$
1.36
$
1.25
$
1.52
Antidilutive non-vested restricted stock units excluded from calculations of diluted earnings per share
6,864
39,700
29,622
16,340
8.
STOCK-BASED COMPENSATION
Non-performance Based Restricted Stock Units
The following table summarizes the activity of our time-vested restricted stock units (“RSUs”) for the six months ended June 30, 2026:
Six Months Ended June 30, 2026
Shares
Weighted Average Grant Date Fair Value
Beginning balance
222,828
$
86.51
Granted
114,179
$
42.91
Vested
(
31,869
)
$
105.21
Forfeited
(
5,842
)
$
71.66
Ending balance
299,296
$
68.24
We recognized $
1.6
million and $
1.8
million of stock-based compensation expense related to outstanding RSUs for the three months ended June 30, 2026 and 2025, respectively. We recognized $
3.0
million and $
3.5
million of stock-based compensation expense related to outstanding RSUs for the six months ended June 30, 2026 and 2025, respectively. Generally, the RSUs cliff vest on the third anniversary of the grant date and can only be settled in shares of our common stock. At June 30, 2026, we had unrecognized compensation cost of $
10.0
million related to unvested RSUs, which is expected to be recognized over a weighted average period of
1.9
years.
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Performance-Based Restricted Stock Units
The Compensation Committee of the Board has granted awards of performance-based RSUs (“PSUs”) under the Amended and Restated LGI Homes, Inc. 2013 Equity Incentive Plan to certain members of senior management based on
three-year
performance cycles. The PSUs provide for shares of our common stock to be issued based on the attainment of certain performance metrics over the applicable
three-year
periods. The number of shares of our common stock that may be issued to the recipients for the PSUs range from
0
% to
200
% of the target amount depending on actual results as compared to the target performance metrics. The terms of the PSUs provide that the payouts will be capped at
100
% of the target number of PSUs granted if absolute total stockholder return is negative during the performance period, regardless of EPS performance; this market condition applies for amounts recorded above target. The compensation expense associated with the PSU grants is determined using the derived grant date fair value, based on a third-party valuation analysis, and expensed over the applicable period. The PSUs vest upon the determination date for the actual results at the end of the
three-year
period and require that the recipients continue to be employed by us through the determination date. The PSUs can only be settled in shares of our common stock.
The following table summarizes the activity of our PSUs for the six months ended June 30, 2026:
Six Months Ended June 30, 2026
Target Shares
Weighted Average Grant Date Fair Value
Beginning balance
248,122
$
92.92
Granted
191,158
$
44.40
Vested
(
36,883
)
$
—
Forfeited
(
32,205
)
$
104.36
Ending balance
370,192
$
65.81
At June 30, 2026, management estimates that the recipients will receive approximately
51.6
% of the weighted average target number of PSUs outstanding at the end of the applicable
three-year
performance cycle based on projected performance compared to the target performance metrics. We recognized $
0.7
million and $
0.9
million of total stock-based compensation expense related to outstanding PSUs for the three months ended June 30, 2026 and 2025, respectively. We recognized $
1.2
million and $
1.5
million of total stock-based compensation expense related to outstanding PSUs for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, we had unrecognized compensation cost of $
7.6
million, based on the probable amount, related to unvested PSUs, which is expected to be recognized over a weighted average period of
2.8
years. PSUs granted in 2025 and 2026 are excluded from the calculation of diluted EPS as they are subject to unsatisfied performance conditions.
9.
FAIR VALUE DISCLOSURES
Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements”
,
defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. Fair value is determined based on the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market. The principal market is the market with the greatest volume and level of activity for the assets or liability, regardless of whether the Company ultimately transacts in that market. As a result, a fair value determined under this exit price concept may differ from the transaction price or quoted market price for the asset or liability.
ASC 820 establishes a framework for measuring fair value under GAAP, expands disclosure requirements for fair value measurements, and establishes a three-level fair value hierarchy that prioritizes the inputs used in valuation techniques. The hierarchy requires the use of observable inputs when available and the minimization of unobservable inputs. The three levels of the fair value hierarchy are as follows:
Level 1
- Quoted prices in active markets for identical assets or liabilities.
Level 2
- Significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3
- Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.
Fair value measurements on a nonrecurring basis occur when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, including impairment of long-lived assets and inventory. These nonrecurring fair value measurements are generally classified within Level 3 of the fair value hierarchy due to the use of significant observable inputs.
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During the six months ended June 30, 2026, the Company recognized $
4.7
million of impairment charges related to inventory, which were recorded in inventory on the condensed consolidated balance sheets and cost of sales in the condensed consolidated statement of operations. Of the total impairment charge, $
2.4
million was related to our Florida reportable segment and $
2.3
million was related to our Central reportable segment. The impairment charges were measured at fair value and classified within Level 3 of the fair value hierarchy.
The fair value of the impaired assets was determined using valuation techniques that included discounted cash flow models and other market-based approaches. Significant unobservable inputs used in these valuations included estimated future selling prices, projected costs, absorption rates, expected holding periods and discount rates reflecting market participant assumptions. Changes in these assumptions could have a material impact on the estimated fair value and the amount of impairment recognized.
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and certain accrued liabilities, approximate fair value due to the short-term nature of these instruments.
As of June 30, 2026, the carrying value of amounts outstanding under the Credit Agreement approximated fair value due to the variable interest rate, which adjusts based on market interest rates and the Company’s leverage ratio.
The fair value of the 2028 Senior Notes, the 2029 Senior Notes, the 2032 Senior Notes and the LGI Living Loan Agreement was estimated by discounting future contractual cash flows using market rates for similar instruments within the homebuilding industry. The fair value measurements are classified as Level 2 within the fair value hierarchy.
The following table below presents the Company’s debt measured at fair value by level within the fair value hierarchy as of June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026
December 31, 2025
Fair Value Hierarchy
Carrying Value
Estimated Fair Value
Carrying Value
Estimated Fair Value
2028 Senior Notes
(1)
Level 2
$
400,000
$
428,673
$
400,000
$
437,152
2029 Senior Notes
(1)
Level 2
$
300,000
$
286,225
$
300,000
$
286,726
2032 Senior Notes
(1)
Level 2
$
400,000
$
428,605
$
400,000
$
437,114
LGI Living Loan
Agreement
(1)
Level 2
$
50,000
$
51,442
$
50,000
$
52,181
(1)
See
Note 4
for more details regarding the offerings of the 2028 Senior Notes, the 2029 Senior Notes, and the 2032 Senior Notes and the LGI Living Loan Agreement.
10.
COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of doing business, we are subject to claims or proceedings from time to time relating to the purchase, development and sale of real estate and homes and other aspects of our homebuilding operations. Management believes that these claims include usual obligations incurred by real estate developers and residential home builders in the normal course of business. In the opinion of management, these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.
We have provided unsecured environmental indemnities to certain lenders and other counterparties. In each case, we have performed due diligence on the potential environmental risks including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate us to reimburse the guaranteed parties for damages related to environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, we may have recourse against other previous owners. In the ordinary course of doing business, we are subject to regulatory proceedings from time to time related to environmental and other matters. In the opinion of management, these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.
LGI Living Loan Agreement
On July 23, 2025, the Company’s wholly owned special purpose subsidiary LGI Living SFR entered into the LGI Living Loan Agreement with Evergreen Residential Capital, LLC, as lender. The loan under the LGI Living Loan Agreement is unconditionally guaranteed as to payment and performance by the Company under a limited recourse guaranty with respect to (i) certain losses and liabilities to the extent such losses or liabilities are actually incurred by the lender and (ii) the entire amount of the loan upon the occurrence of certain events. The LGI Living Loan Agreement requires that the Company, as guarantor, maintain (i) liquidity of not less than
15
% of the loan amount and (ii) net worth in excess of
50
% of the loan amount.
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The loan under the LGI Living Loan Agreement is secured by certain of LGI Living SFR’s single-family rental properties. The LGI Living Loan Agreement provides for a secured non-recourse loan for up to $
50.0
million, which can be increased at the request of LGI Living SFR by up to $
75.0
million (for a total of $
125.0
million), subject to the terms and conditions of the LGI Living Loan Agreement. As of June 30, 2026, LGI Living SFR had $
50.0
million of borrowings outstanding under the LGI Living Loan Agreement.
Land Deposits
We have land purchase contracts, generally through cash deposits, for the right to purchase land or lots at a future point in time with predetermined terms. We do not have title to the property, and obligations with respect to the land purchase contracts are generally limited to the forfeiture of the related nonrefundable cash deposits.
The following is a summary of our land purchase deposits included in pre-acquisition costs and deposits (in thousands, except for lot count):
June 30, 2026
December 31, 2025
Land deposits and option payments
(1)
$
14,231
$
19,187
Commitments under the land purchase option and deposit contracts if the
purchases are consummated
(1)
$
256,958
$
285,654
Lots under land options and land purchase contracts
(1)
7,388
8,952
(1)
Includes land banking financing arrangements that are now concluded. See
Note 2
and
Note 3
for more details regarding real estate not owned.
As of June 30, 2026 and December 31, 2025, approximately $
8.6
million and $
8.2
million, respectively, of the land deposits are related to purchase contracts to deliver finished lots that are refundable under certain circumstances, such as feasibility or specific performance, and secured by mortgages or letters of credit or guaranteed by the seller or its affiliates.
Lease Obligations
We recognize lease obligations and associated right-of-use (“ROU”) assets for our existing non-cancelable leases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We have non-cancelable operating leases primarily associated with our corporate and regional office facilities. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets, as included in other assets on the condensed consolidated balance sheets, were $
4.2
million and $
4.7
million as of June 30, 2026 and December 31, 2025, respectively. Lease obligations, as included in accrued expenses and other liabilities on the condensed consolidated balance sheets, were $
4.6
million and $
5.1
million as of June 30, 2026 and December 31, 2025, respectively.
Operating lease cost, as included in general and administrative expense in our condensed consolidated statements of operations, was $
0.5
million and $
0.5
million for the three months ended June 30, 2026 and 2025, respectively. Operating lease cost, as included in general and administrative expense in our condensed consolidated statements of operations, was $
1.0
million and $
1.0
million for the six months ended June 30, 2026 and 2025, respectively. Cash paid for amounts included in the measurement of lease liabilities for operating leases was $
1.3
million and $
0.6
million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the weighted-average discount rate was
5.9
% and our weighted-average remaining life was
1.7
years. We do not have any significant lease contracts that have not yet commenced at June 30, 2026.
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The table below shows the future minimum payments under non-cancelable operating leases at June 30, 2026 (in thousands):
Year Ending December 31,
Operating leases
2026
$
979
2027
1,760
2028
1,265
2029
611
2030
308
Thereafter
109
Total
5,032
Lease amount representing interest
(
428
)
Present value of lease liabilities
$
4,604
Bonding and Letters of Credit
We have outstanding letters of credit and performance and surety bonds totaling $
416.0
million (including $
19.0
million of letters of credit issued under the Credit Agreement) and $
392.2
million (including $
19.5
million of letters of credit issued under the Credit Agreement) at June 30, 2026 and December 31, 2025, respectively, related to our obligations for site improvements at various projects. Management does not believe that draws upon the letters of credit, surety bonds or financial guarantees if any, will have a material effect on our consolidated financial position, results of operations or cash flows.
Investment in Unconsolidated Entities
As of June 30, 2026, we have two equity-method real estate joint ventures and five equity-method joint ventures engaged primarily to provide services, such as mortgage and insurance, to our homebuyers. As of June 30, 2026 and December 31, 2025, we have a total of $
24.6
million and $
21.2
million, respectively, within other assets on the balance sheet relating to our investment in joint ventures associated with our operations. Contributions into the unconsolidated entities are for the use of investing in certain real estate transactions and residential mortgage services, respectively. Income associated with our investment in unconsolidated entities during the three months ended June 30, 2026 and 2025 was $
2.4
million and $
1.0
million, respectively. Income associated with our investment in unconsolidated entities during the six months ended June 30, 2026 and 2025 was $
2.8
million and $
1.9
million, respectively.
11.
REVENUES
Homebuilding Revenues
We generate revenues primarily by delivering move-in ready entry-level and move-up spec homes sold under our LGI Homes brand and our move-up and luxury series spec homes sold under our Terrata Homes brand.
Land and Other Revenues
We also generate land and other revenue through lot sales and leasing. For the three and six months ended June 30, 2025, we reclassified the income of lot sales and leasing revenues from other income to land and other revenue and land and other costs to conform to the current presentation. This reclassification had no impact on our previously reported net income, earnings per share, or cash flows for any period presented, as it represents a change in gross presentation between revenue and cost of sales versus other income, net.
The following table presents the revenue and cost of sales for lots and leases reclassified from other income (in thousands).
Three Months Ended June 30,
Six Months Ended June 30,
2025
2025
Revenue
Land and other revenue
$
4,757
$
36,725
Cost of sales
Land and other costs
$
5,725
$
32,729
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The following table presents our homebuilding revenues and land and other revenues disaggregated by revenue stream (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenues
Retail homebuilding revenues
$
428,009
$
412,056
$
717,984
$
708,995
Wholesale homebuilding revenues
73,502
71,429
103,263
125,910
Total homebuilding revenues
501,511
483,485
821,247
834,905
Land and other revenues
14,537
4,757
27,677
36,725
Total revenues
$
516,048
$
488,242
$
848,924
$
871,630
Our homebuilding revenues and land and other revenues are disaggregated by geography, based on our determined reportable segments.
12.
SEGMENT INFORMATION
We operate
one
principal homebuilding business that is organized and reports by division. We have
seven
operating segments (our Central, Midwest, Southeast, Mid-Atlantic, Northwest, West and Florida divisions) that we aggregate into
five
qualifying reportable segments at June 30, 2026: our Central, Southeast, Northwest, West, and Florida divisions. These segments reflect the way we evaluate our business performance and manage our operations.
For reporting purposes, our homebuilding operations are aggregated into five reportable segments as follows:
Central:
Texas, Oklahoma, Minnesota
Southeast:
Georgia, Alabama, Tennessee, North Carolina, South Carolina,
West Virginia, Maryland, Pennsylvania, Virginia
Northwest:
Colorado, Washington, Oregon
West:
Arizona, New Mexico, Nevada, California, Utah
Florida:
Florida
In determining the most appropriate reportable segments, we consider operating segments’ economic and other characteristics, including home floor plans, average selling prices, homebuilding gross margin percentage, geographical proximity, production construction processes, suppliers, subcontractors, regulatory environments, customer type and underlying demand and supply. Each operating segment follows the same accounting policies and is managed by our management team. We have
no
inter-segment sales, as all sales are to external customers. Operating results for each segment may not be indicative of the results for such segment had it been an independent, stand-alone entity for the periods presented.
Our Chief Executive Officer and Chairman of the Board and our President and Chief Operating Officer have been determined to be our chief operating decision-makers (“CODMs”). The CODMs primarily evaluate the segments’ operating performance and allocate resources for all of our reportable segments based on net income before income taxes. For all of the segments, the CODMs use segment net income before income tax expense in the annual budget and forecasting process. These operating results are reviewed against actual and forecasted figures, with net income before income taxes being the key operating metric used to measure profit or loss.
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Table of Contents
Financial information relating to our reportable segments was as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenues:
Central
$
136,705
$
115,918
$
236,450
$
219,349
Southeast
108,220
150,110
180,543
251,792
Northwest
59,605
55,302
96,611
108,894
West
138,059
100,339
216,429
170,695
Florida
73,459
66,573
118,891
120,900
Total revenues
$
516,048
$
488,242
$
848,924
$
871,630
Cost of sales:
Central
(1)
$
107,907
$
89,536
$
190,378
$
172,471
Southeast
85,983
115,423
142,478
193,144
Northwest
50,422
44,346
81,763
89,413
West
106,451
75,533
167,469
129,610
Florida
(1)
63,589
53,764
104,011
98,675
Total cost of sales
$
414,352
$
378,602
$
686,099
$
683,313
Other segment items
(2)
:
Central
$
15,978
$
17,323
$
30,124
$
40,915
Southeast
14,324
16,518
26,440
32,359
Northwest
8,063
8,759
15,349
16,078
West
16,394
14,065
30,412
27,859
Florida
10,889
10,878
19,681
22,756
Total other segment items
$
65,648
$
67,543
$
122,006
$
139,967
Net income (loss) before income taxes:
Central
$
12,820
$
9,059
$
15,948
$
5,963
Southeast
7,913
18,169
11,625
26,289
Northwest
1,120
2,197
(
501
)
3,403
West
15,214
10,741
18,548
13,226
Florida
(
1,019
)
1,931
(
4,801
)
(
531
)
Corporate
543
(
57
)
91
(
586
)
Total net income before income taxes
$
36,591
$
42,040
$
40,910
$
47,764
(1)
During the six months ended June 30, 2026, the Company recognized $
4.7
million of impairment charges related to inventory, of which $
2.4
million was related to our Florida reportable segment and $
2.3
million was related to our Central reportable segment.
(2)
Other segment items reflects other sources of income and expense, including selling expenses, general and administrative expenses and other income, net.
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Table of Contents
June 30, 2026
December 31, 2025
Assets:
Central
$
1,107,317
$
1,162,355
Southeast
825,383
801,556
Northwest
633,570
598,193
West
820,802
800,548
Florida
420,157
452,555
Corporate
(1)
111,364
112,035
Total assets
$
3,918,593
$
3,927,242
(1)
The Corporate balance consists primarily of cash and cash equivalents and investments in unconsolidated entities.
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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this Management’s Discussion and Analysis of Financial Condition and Results of Operation, references to “we,” “our,” “us” or similar terms refer to LGI Homes, Inc. and its subsidiaries.
Business Overview
Our management team has been in the residential land development business since the mid-1990s. Since commencing home building operations in 2003, we have constructed and closed over 80,000 homes.
We are engaged in the design, construction and sale of new homes in the following markets:
West
Northwest
Central
Midwest
Florida
Southeast
Mid-Atlantic
Arizona
Washington
Central Texas
Minnesota
Central Florida
Georgia
Maryland
New Mexico
Oregon
Dallas/Ft Worth
East Florida
North Carolina
Pennsylvania
Nevada
Colorado
Houston
West Florida
South Carolina
Virginia
Northern California
Oklahoma
Alabama
West Virginia
Southern California
Tennessee
Utah
We delivered positive second quarter 2026 results that were in line with our expectations, despite a macroeconomic backdrop that remains challenging. Throughout the quarter, we continued executing on our strategy of delivering affordable homes to entry-level buyers across our markets. Persistently high mortgage rates continue to be a key pressure point for entry-level buyers. During the quarter, mortgage rates trended upward, driven by ongoing inflation, economic uncertainty, and geopolitical developments, including the conflict in the Middle East. Additionally, subdued consumer sentiment continues to impact buyers’ willingness to purchase new homes. In response to these dynamics, we continued offering affordable, move-in ready homes supported by compelling financial incentives and targeted discounts on older completed inventory. These strategies are designed to bridge the ongoing affordability gap and make homeownership accessible to as many customers as possible.
For the three months ended June 30, 2026, we closed 1,440 homes, including 75 currently and previously leased single-family homes. Excluding the 75 currently or previously leased single-family homes, our average sales price per home closed was $367,407. For the three months ended June 30, 2025, we closed 1,323 homes with an average sales price per home closed of $365,446.
For the six months ended June 30, 2026, we closed 2,356 homes, including 110 currently and previously leased single-family homes. Excluding the 110 currently or previously leased single-family homes, our average sales price per home closed was $365,649. For the six months ended June 30, 2025, we closed 2,319 homes with an average sales price per home closed of $360,028.
We sell homes under the LGI Homes and Terrata Homes brands. Our 151 active communities at June 30, 2026 included 16 Terrata Homes communities. At June 30, 2025, we had 146 active communities, including 16 Terrata Homes communities.
For additional discussion regarding our business and operations, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For additional discussion regarding risks associated with our business and operations, see Item 1A. Risk Factors in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recent Developments
On July 9, 2026, we commenced the dual listing and trading of our common stock on Nasdaq Texas, LLC under the trading symbol “LGIH”.
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Key Results
Key financial results as of and for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were as follows:
•
Homebuilding revenues increased 3.7% to $501.5 million from $483.5 million.
•
Homes closed increased 3.2% to 1,365 homes from 1,323 homes.
•
Average sales price per home closed increased 0.5% to $367,407 from $365,446.
•
Homebuilding gross margin as a percentage of homebuilding revenues decreased to 19.8% from 22.9%.
•
Adjusted homebuilding gross margin (non-GAAP) as a percentage of homebuilding revenues decreased to 23.2% from 25.5%.
•
Net income before income taxes decreased 13.0% to $36.6 million from $42.0 million.
•
Net income decreased 14.3% to $27.0 million from $31.5 million.
•
EBITDA (non-GAAP) as a percentage of total revenues decreased to 10.5% from 11.2%.
For reconciliations of the non-GAAP financial measures of adjusted homebuilding gross margin and EBITDA to the most directly comparable GAAP financial measures, please see “
—Non-GAAP Measures
.”
Key financial results as of and for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, were as follows:
•
Homebuilding revenues decreased 1.6% to $821.2 million from $834.9 million.
•
Homes closed decreased 3.1% to 2,246 homes from 2,319 homes.
•
Average sales price per home closed increased 1.6% to $365,649 from $360,028.
•
Homebuilding gross margin as a percentage of homebuilding revenues decreased to 19.4% from 22.1%.
•
Adjusted homebuilding gross margin (non-GAAP) as a percentage of homebuilding revenues decreased to 23.3% from 24.7%.
•
Net income before income taxes decreased 14.4% to $40.9 million from $47.8 million.
•
Net income decreased 18.0% to $29.1 million from $35.5 million.
•
EBITDA (non-GAAP) as a percentage of total revenues increased to 8.2% from 8.0%.
For reconciliations of the non-GAAP financial measures of adjusted homebuilding gross margin and EBITDA to the most directly comparable GAAP financial measures, please see “
—Non-GAAP Measures
.”
We owned and controlled 57,406 lots at June 30, 2026 as compared to 59,028 lots at March 31, 2026 and 60,842 lots at December 31, 2025.
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Results of Operations
The following table sets forth our results of operations for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
(dollars in thousands, except per share data and average home sales price)
Statement of Income Data:
Revenues
Homebuilding revenues
$
501,511
$
483,485
$
821,247
$
834,905
Land and other revenues
14,537
4,757
27,677
36,725
Total revenues
516,048
488,242
848,924
871,630
Cost of sales
Homebuilding costs
402,117
372,877
661,924
650,584
Land and other costs
12,235
5,725
24,175
32,729
Total cost of sales
414,352
378,602
686,099
683,313
Selling expenses
44,149
41,599
76,799
83,941
General and administrative
28,571
29,401
56,432
60,603
Other income, net
(7,615)
(3,400)
(11,316)
(3,991)
Net income before income taxes
36,591
42,040
40,910
47,764
Income tax provision
9,607
10,507
11,766
12,237
Net income
$
26,984
$
31,533
$
29,144
$
35,527
Basic earnings per share
$
1.16
$
1.36
$
1.26
$
1.52
Diluted earnings per share
$
1.16
$
1.36
$
1.25
$
1.52
Other Financial and Operating Data:
Average community count
149.7
146.0
145.2
147.0
Community count at end of period
151
146
151
146
Home closings
1,365
1,323
2,246
2,319
Average sales price per home closed
367,407
365,446
365,649
360,028
Homebuilding gross margin
(1)
99,394
110,608
159,323
184,321
Homebuilding gross margin %
(2)
19.8
%
22.9
%
19.4
%
22.1
%
Adjusted homebuilding gross margin
(3)
116,410
123,486
191,385
206,275
Adjusted homebuilding gross margin %
(2)(3)
23.2
%
25.5
%
23.3
%
24.7
%
EBITDA
(4)
54,394
54,890
69,879
69,742
EBITDA margin %
(4)(5)
10.5
%
11.2
%
8.2
%
8.0
%
Adjusted EBITDA
(4)
58,654
60,640
83,031
79,390
Adjusted EBITDA margin %
(4)(5)
11.4
%
12.4
%
9.8
%
9.1
%
(1)
Homebuilding gross margin is homebuilding revenues less homebuilding costs.
(2)
Calculated as a percentage of homebuilding revenues.
(3)
Adjusted homebuilding gross margin is a non-GAAP financial measure used by management as a supplemental measure in evaluating operating performance. We define homebuilding gross margin excluding inventory impairment as homebuilding gross margin less inventory impairment charges. We define adjusted homebuilding gross margin as homebuilding gross margin excluding inventory impairment, less capitalized interest, and adjustments resulting from the application of purchase accounting included in the cost of sales. Our management believes adjusted homebuilding gross margin is useful because it isolates the impact that capitalized interest, purchase accounting adjustments and inventory impairment have on homebuilding gross margin. However, because adjusted homebuilding gross margin excludes capitalized interest, purchase accounting adjustments and inventory impairment, which have real economic effects and could impact our results, the utility of adjusted homebuilding gross margin as a measure of our operating performance may be limited. In addition, other companies may not calculate adjusted homebuilding gross margin in the same manner that we do. Accordingly, adjusted homebuilding gross margin should be considered only as a supplement to homebuilding gross margin as a measure of our performance. Please see “
—Non-GAAP Measures
” for a reconciliation of adjusted homebuilding gross
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margin to homebuilding gross margin, which is the GAAP financial measure that our management believes to be most directly comparable.
(4)
EBITDA and adjusted EBITDA are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization and (iv) capitalized interest amortized to the cost of sales. We define adjusted EBITDA as EBITDA before inventory impairment, stock-based compensation, purchase accounting adjustments, and dead deal costs, as applicable during a period. Our management believes that the presentation of EBITDA and adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. EBITDA and adjusted EBITDA provide indicators of general economic performance that are not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization and items considered to be unusual or non-recurring. Accordingly, management believes that these measures are useful for comparing general operating performance from period to period. Other companies may define these measures differently and, as a result, our measures of EBITDA and adjusted EBITDA may not be directly comparable to the measures of other companies. Although we use EBITDA and adjusted EBITDA as financial measures to assess the performance of our business, the use of these measures is limited because they do not include certain material costs, such as interest and taxes, necessary to operate our business. EBITDA and adjusted EBITDA should be considered in addition to, and not as substitutes for, net income in accordance with GAAP as a measure of performance. Our presentation of EBITDA and adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our use of EBITDA and adjusted EBITDA is limited as an analytical tool, and you should not consider these measures in isolation or as substitutes for analysis of our results as reported under GAAP. Please see “
—Non-GAAP Measures
” for reconciliations of EBITDA and adjusted EBITDA to net income, which is the GAAP financial measure that our management believes to be most directly comparable.
(5)
Calculated as a percentage of total revenues.
Three Months Ended June 30,
2026 Compared to Three Months Ended June 30, 2025
Our homebuilding revenues, home closings, average sales price per home closed (ASP), average community count and average monthly absorption rate by reportable segment for the three months ended June 30, 2026 and 2025, and our community count by reportable segment as of June 30, 2026 and 2025, were as follows (revenues in thousands):
Three Months Ended June 30, 2026
As of June 30, 2026
Reportable Segment
Homebuilding Revenues
Home Closings
ASP
Average Community Count
Average Monthly Absorption Rate
Community Count at End of Period
Central
$
127,777
419
$
304,957
50.0
2.8
50
Southeast
108,145
323
334,814
29.7
3.6
30
Northwest
59,605
121
492,603
17.0
2.4
17
West
134,609
299
450,197
28.7
3.5
29
Florida
71,375
203
351,601
24.3
2.8
25
Total
$
501,511
1,365
$
367,407
149.7
3.0
151
Three Months Ended June 30, 2025
As of June 30, 2025
Reportable Segment
Homebuilding Revenues
Home Closings
ASP
Average Community Count
Average Monthly Absorption Rate
Community Count at End of Period
Central
$
112,986
360
$
313,850
47.3
2.5
46
Southeast
150,110
456
329,189
33.7
4.5
35
Northwest
53,487
100
534,870
16.0
2.1
16
West
100,339
230
436,257
24.7
3.1
25
Florida
66,563
177
376,062
24.3
2.4
24
Total
$
483,485
1,323
$
365,446
146.0
3.0
146
Homebuilding Revenues.
Homebuilding revenues for the three months ended June 30, 2026 were $501.5 million, an increase of $18.0 million, or 3.7%, from $483.5 million for the three months ended June 30, 2025. The increase in homebuilding revenues was primarily due to a 3.2% increase in the number of homes closed during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The overall increase in home closings was a result of
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greater wholesale closings during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase in wholesale closings was primarily driven by home deliveries related to a previously contracted bulk sales agreement during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The average sales price per home closed during the three months ended June 30, 2026 was $367,407, an increase of $1,961, or 0.5%, from the average sales price per home closed of $365,446 for the three months ended June 30, 2025. The increase in the average sales price per home closed was primarily due to geographic mix and a decrease in sales incentives, partially offset by a higher volume of wholesale closings and discounted older inventory.
Included within our homebuilding revenues for the three months ended June 30, 2026 was $73.5 million in wholesale revenues resulting from 295 home closings, representing 21.6% of the 1,365 total number of homes closed during the three months ended June 30, 2026. Included within our homebuilding revenues for the three months ended June 30, 2025 was $71.4 million in wholesale revenues resulting from 237 home closings, representing 17.9% of the 1,323 total number of homes closed during the three months ended June 30, 2025. The increase in home closings as a percentage of revenues through our wholesale channel was primarily related to a previously contracted bulk sales agreement during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
•
Homebuilding revenues in our Central reportable segment increased by $14.8 million, or 13.1%, during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a 16.4% increase in the number of homes closed, partially offset by a decrease in the average sales price per home closed. The increase in home closings was the result of a higher absorption rate and an increase in the average community count.
•
Homebuilding revenues in our Southeast reportable segment decreased by $42.0 million, or 28.0%, during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a 29.2% decrease in the number of homes closed, partially offset by an increase in the average sales price per home closed. The decrease in home closings was the result of a lower absorption rate.
•
Homebuilding revenues in our Northwest reportable segment increased by $6.1 million, or 11.4%, during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a 21.0% increase in the number of homes closed, partially offset by a 7.9% decrease in the average sales price per home closed. The increase in home closings was the result of a higher absorption rate and an increase in the average community count.
•
Homebuilding revenues in our West reportable segment increased by $34.3 million, or 34.2%, during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a 30.0% increase in the number of homes closed and a 3.2% increase in the average sales price per home closed. The increase in home closings was the result of a higher absorption rate.
•
Homebuilding revenues in our Florida reportable segment increased by $4.8 million, or 7.2%, during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily due to a 14.7% increase in the number of homes closed, partially offset by a 6.5% decrease in the average sales price per home closed. The increase in home closings was the result of a slightly higher absorption rate.
Land and Other Revenues
. Land and other revenues for the three months ended June 30, 2026 were $14.5 million, an increase of $9.7 million, or 202.1%, from $4.8 million for the three months ended June 30, 2025. The increase in land and other revenues was primarily due to greater lot sales.
Homebuilding Costs and Homebuilding Gross Margin (homebuilding revenues less homebuilding costs).
Homebuilding costs for the three months ended June 30, 2026 were $402.1 million, an increase of $29.2 million, or 7.8%, from $372.9 million for the three months ended June 30, 2025. This overall increase was primarily due to a 3.2% increase in the number of homes closed. Homebuilding gross margin for the three months ended June 30, 2026 was $99.4 million, a decrease of $11.2 million, or 10.1%, from $110.6 million for the three months ended June 30, 2025. Homebuilding gross margin as a percentage of homebuilding revenues was 19.8% for the three months ended June 30, 2026 and 22.9% for the three months ended June 30, 2025. The decrease in homebuilding gross margin as a percentage of homebuilding revenues was primarily due to higher lot costs, higher capitalized interest, and higher vertical costs during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Selling Expenses.
Selling expenses for the three months ended June 30, 2026 were $44.1 million, an increase of $2.5 million, or 6.0%, from $41.6 million for the three months ended June 30, 2025. The increase in selling expenses was primarily due to an increase in the number of homes closed for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Sales commissions increased to $19.2 million for the three months ended June 30, 2026 from $18.9 million for the three months ended June 30, 2025, primarily due to an increase in the number of homes closed. Selling expenses as a percentage of total revenues were 8.6% and 8.5% for the three months ended June 30, 2026 and 2025, respectively. The increase in selling expenses as a percentage of total revenues was primarily due to higher advertising expenses during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
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General and Administrative.
General and administrative expenses for the three months ended June 30, 2026 were $28.6 million, a decrease of $0.8 million, or 2.7%, from $29.4 million for the three months ended June 30, 2025. General and administrative expenses as a percentage of total revenues were 5.5% and 6.0% during the three months ended June 30, 2026 and 2025, respectively. The decrease in general and administrative expenses as a percentage of total revenues was due to higher revenues and lower overall other general and administrative expenses during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Other Income, Net.
Other income, net of other expenses for the three months ended June 30, 2026 was $7.6 million, an increase of $4.2 million from $3.4 million for the three months ended June 30, 2025. The increase in other income, net of other expenses, primarily reflects the increase in income associated with our investment in unconsolidated entities and the increase in interest income recognized.
Net Income before Income Taxes.
Net income before income taxes for the three months ended June 30, 2026 was $36.6 million, a decrease of $5.4 million, or 12.9%, from $42.0 million for the three months ended June 30, 2025. The overall decrease in net income before income taxes was primarily due to overall increases in cost of sales related to lot costs, capitalized interest costs, and house costs, offset by an increase in other income, net. Our reportable segments contributed to net income before income taxes during the three months ended June 30, 2026 as follows: Central - $12.8 million, or 35.0%; Southeast - $7.9 million, or 21.6%; Northwest - $1.1 million, or 3.0%; West - $15.2 million, or 41.5%; and Florida - $(1.0) million, or (2.7)%.
Income Taxes
. Income tax provision for the three months ended June 30, 2026 was $9.6 million, a decrease of $0.9 million, or 8.6%, from income tax provision of $10.5 million for the three months ended June 30, 2025. The decrease in our income tax provision was primarily due to the overall decrease in net income before income taxes. The increase in our effective tax rate to 26.3% for the three months ended June 30, 2026 from 25.0% for the three months ended June 30, 2025 was primarily a result of an increase in the rate for the compensation cost in excess of deductions for share-based payments, state income taxes, net of the federal benefit, and the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended.
Net Income
. Net income for the three months ended June 30, 2026 was $27.0 million, a decrease of $4.5 million, or 14.3%, from $31.5 million for the three months ended June 30, 2025. The decrease in net income during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily attributed to overall lower homebuilding gross margin.
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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Our homebuilding revenues, home closings, average sales price per home closed (ASP), average community count and average monthly absorption rate by reportable segment for the six months ended June 30, 2026 and 2025, and our community count by reportable segment as of June 30, 2026 and 2025, were as follows (revenues in thousands):
Six Months Ended June 30, 2026
As of June 30, 2026
Reportable Segment
Homebuilding Revenues
Home Closings
ASP
Average Community Count
Average Monthly Absorption Rate
Community Count at End of Period
Central
$
216,937
715
$
303,408
48.5
2.5
50
Southeast
180,468
542
332,967
29.7
3.0
30
Northwest
96,611
187
516,636
15.7
2.0
17
West
210,459
471
446,834
27.7
2.8
29
Florida
116,772
331
352,785
23.6
2.3
25
Total
$
821,247
2,246
$
365,649
145.2
2.6
151
Six Months Ended June 30, 2025
As of June 30, 2025
Reportable Segment
Homebuilding Revenues
Home Closings
ASP
Average Community Count
Average Monthly Absorption Rate
Community Count at End of Period
Central
$
214,132
690
$
310,336
49.2
2.3
46
Southeast
251,792
768
327,854
31.5
4.1
35
Northwest
87,724
165
531,661
16.3
1.7
16
West
167,295
389
430,064
25.2
2.6
25
Florida
113,962
307
371,212
24.8
2.1
24
Total
$
834,905
2,319
$
360,028
147.0
2.6
146
Homebuilding Revenues
. Homebuilding revenues for the six months ended June 30, 2026 were $821.2 million, a decrease of $13.7 million, or 1.6%, from $834.9 million for the six months ended June 30, 2025. The decrease in homebuilding revenues was primarily due to a decrease in the number of homes closed during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The overall decrease in home closings was a result of a lower average community count, partially offset by a higher average sales price per home closed, during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The overall decrease in average community count related to timing associated with new community openings, offset by the close out of some communities and transition between certain active communities during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The average sales price per home closed during the six months ended June 30, 2026 was $365,649, an increase of $5,621, or 1.6%, from the average sales price per home closed of $360,028 for the six months ended June 30, 2025. The increase in the average sales price per home closed was primarily due to geographic mix. The absorption rate remained unchanged.
Included within our homebuilding revenues for the six months ended June 30, 2026 was $103.3 million in wholesale revenues resulting from 423 home closings, representing 18.8% of the 2,246 total number of homes closed during the six months ended June 30, 2026. Included within our homebuilding revenues for the six months ended June 30, 2025 was $125.9 million in wholesale revenues resulting from 416 home closings, representing 17.9% of the 2,319 total number of homes closed during the six months ended June 30, 2025. The increase in home closings as a percentage of revenues through our wholesale channel was primarily related to higher demand from our wholesale channel customers related to a previously contracted bulk sales agreement during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
•
Homebuilding revenues in our Central reportable segment increased by $2.8 million, or 1.3%, during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a 3.6% increase in the number of homes closed, offset by a 2.2% decrease in the average sales price per home closed. The increase in home closings was the result of a higher absorption rate, partially offset by a decrease in the average community count.
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•
Homebuilding revenues in our Southeast reportable segment decreased by $71.3 million, or 28.3%, during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a 29.4% decrease in the number of homes closed, partially offset by an increase in the average sales price per home closed. The decrease in home closings was the result of a lower absorption rate and a decrease in the average community count.
•
Homebuilding revenues in our Northwest reportable segment increased by $8.9 million, or 10.1%, during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a 13.3% increase in the number of homes closed, partially offset by a 2.8% decrease in the average sales price per home closed. The increase in home closings was the result of a higher absorption rate, offset by a decrease in the average community count.
•
Homebuilding revenues in our West reportable segment increased by $43.2 million, or 25.8%, during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a 21.1% increase in the number of homes closed and a 3.9% increase in the average sales price per home closed. The increase in home closings was the result of an increase in the average community count and a higher absorption rate.
•
Homebuilding revenues in our Florida reportable segment increased by $2.8 million, or 2.5%, during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a 7.8% increase in the number of homes closed, partially offset by a 5.0% decrease in the average sales price per home closed. The increase in home closings was the result of a higher absorption rate, partially offset by a decrease in the average community count.
Land and Other Revenues
. Land and other revenues for the six months ended June 30, 2026 were $27.7 million, a decrease of $9.0 million, or 24.5%, from $36.7 million for the six months ended June 30, 2025. The decrease in land and other revenues was primarily due to fewer lot sales.
Homebuilding Costs and Homebuilding Gross Margin (homebuilding revenues less homebuilding costs).
Homebuilding costs for the six months ended June 30, 2026 were $661.9 million, an increase of $11.3 million, or 1.7%, from $650.6 million for the six months ended June 30, 2025. This overall increase was primarily due to higher house costs, higher lot costs, higher capitalized interest and higher indirect overhead. Homebuilding gross margin for the six months ended June 30, 2026 was $159.3 million, a decrease of $25.0 million, or 13.6%, from $184.3 million for the six months ended June 30, 2025. Homebuilding gross margin as a percentage of homebuilding revenues (inclusive of an inventory impairment charge) was 19.4% for the six months ended June 30, 2026 and 22.1% for the six months ended June 30, 2025. The decrease in homebuilding gross margin as a percentage of homebuilding revenues during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily due to higher lot costs, higher capitalized interest and higher indirect overhead, as well as an inventory impairment charge of $4.7 million, of which $2.4 million was related to our Florida reportable segment and $2.3 million was related to our Central reportable segment.
Selling Expenses.
Selling expenses for the six months ended June 30, 2026 were $76.8 million, a decrease of $7.1 million, or 8.5%, from $83.9 million for the six months ended June 30, 2025. The decrease in selling expenses was primarily due to a decrease in advertising expenses, personnel costs, and commissions for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Sales commissions decreased to $31.7 million during the six months ended June 30, 2026 from $33.0 million for the six months ended June 30, 2025, primarily due to a decrease in homebuilding revenues. Selling expenses as a percentage of total revenues were 9.0% and 9.6% for the six months ended June 30, 2026 and 2025, respectively. The decrease in selling expenses as a percentage of total revenues was primarily due to lower overall expenses, offset by a decrease in total revenues during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
General and Administrative.
General and administrative expenses for the six months ended June 30, 2026 were $56.4 million, a decrease of $4.2 million, or 6.9%, from $60.6 million for the six months ended June 30, 2025. The decrease in general and administrative expenses was primarily due to a decrease in other general and administrative expenses and indirect overhead costs, partially offset by an increase in bonuses. General and administrative expenses as a percentage of total revenues were 6.6% and 7.0% for the six months ended June 30, 2026 and 2025, respectively. The decrease in general and administrative expenses as a percentage of total revenues was primarily due to lower overall expenses, offset by a decrease in total revenues during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Other Income, Net.
Other income, net of other expenses was $11.3 million for the six months ended June 30, 2026, an increase of $7.3 million from $4.0 million for the six months ended June 30, 2025. The increase in other income, net of other expenses, primarily reflected the increase in income associated with our investment in unconsolidated entities, offset by the decrease in interest income and the decrease in the gain on sale of assets.
Net Income before Income Taxes.
Net income before income taxes for the six months ended June 30, 2026 was $40.9 million, a decrease of $6.9 million, or 14.4%, from $47.8 million for the six months ended June 30, 2025. The overall decrease in net income before income taxes was primarily due to overall lower homebuilding revenues, higher homebuilding costs, and
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an inventory impairment charge during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Our reportable segments contributed to net income before income taxes during the six months ended June 30, 2026 as follows: Central - $15.9 million, or 38.9%; Southeast - $11.6 million, or 28.4%; Northwest - $(0.5) million, or (1.2)%; West - $18.5 million, or 45.2%; and Florida - $(4.8) million, or (11.7)%.
Income Taxes
. Income tax provision for the six months ended June 30, 2026 was $11.8 million, a decrease of $0.4 million, or 3.3%, from income tax provision of $12.2 million for the six months ended June 30, 2025. The decrease in our income tax provision was primarily due to the overall decrease in net income before income taxes. The increase in our effective tax rate to 28.8% for the six months ended June 30, 2026 from 25.6% for the six months ended June 30, 2025 was primarily a result of an increase in the rate for state income taxes, net of the federal benefit, the compensation cost in excess of deductions for share-based payments, and the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended.
Net Income
. Net income for the six months ended June 30, 2026 was $29.1 million, a decrease of $6.4 million, or 18.0%, from $35.5 million for the six months ended June 30, 2025. The decrease in net income was primarily attributed to lower homebuilding revenues and homebuilding gross margin, as well as an inventory impairment charge during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Non-GAAP Measures
In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”), we have provided information in this Quarterly Report on Form 10-Q relating to homebuilding gross margin excluding inventory impairment, adjusted homebuilding gross margin, EBITDA, adjusted EBITDA, net debt to capital ratio, adjusted net income, adjusted basic earnings per share, and adjusted diluted earnings per share.
Homebuilding Gross Margin Excluding Inventory Impairment and Adjusted Homebuilding Gross Margin
Homebuilding gross margin excluding inventory impairment and adjusted homebuilding gross margin are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define homebuilding gross margin excluding inventory impairment as homebuilding gross margin less inventory impairment charges. We define adjusted homebuilding gross margin as homebuilding gross margin excluding inventory impairments, less capitalized interest, and adjustments resulting from the application of purchase accounting included in the cost of sales. Our management believes homebuilding gross margin excluding inventory impairment and adjusted homebuilding gross margin are useful because they isolate the impact that capitalized interest, purchase accounting adjustments, and inventory impairment have on homebuilding gross margin. However, because homebuilding gross margin excluding inventory impairment and adjusted homebuilding gross margin exclude capitalized interest, purchase accounting adjustments, and inventory impairment, which have real economic effects and could impact our results, the utility of homebuilding gross margin excluding inventory impairment and adjusted homebuilding gross margin as measures of our operating performance may be limited. In addition, other companies may not calculate homebuilding gross margin excluding inventory impairment and adjusted homebuilding gross margin in the same manner that we do. Accordingly, homebuilding gross margin excluding inventory impairment and adjusted homebuilding gross margin should be considered only as supplements to homebuilding gross margin as a measure of our performance.
The following table reconciles homebuilding gross margin excluding inventory impairment and adjusted homebuilding gross margin to homebuilding gross margin, which is the GAAP financial measure that our management believes to be most directly comparable (dollars in thousands):
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Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Homebuilding revenues
$
501,511
$
483,485
$
821,247
$
834,905
Homebuilding costs
402,117
372,877
661,924
650,584
Homebuilding gross margin
$
99,394
$
110,608
$
159,323
$
184,321
Inventory impairment
—
—
4,681
—
Homebuilding gross margin excluding inventory impairment
$
99,394
$
110,608
$
164,004
$
184,321
Capitalized interest amortized to cost of sales
16,472
11,836
26,448
20,103
Purchase accounting adjustments
(1)
544
1,042
933
1,851
Adjusted homebuilding gross margin
$
116,410
$
123,486
$
191,385
$
206,275
Homebuilding gross margin %
(2)
19.8
%
22.9
%
19.4
%
22.1
%
Homebuilding gross margin % excluding inventory impairment
(2)
19.8
%
22.9
%
20.0
%
22.1
%
Adjusted homebuilding gross margin %
(2)
23.2
%
25.5
%
23.3
%
24.7
%
(1)
Adjustments result from the application of purchase accounting for acquisitions and represent the amount of the fair value step-up adjustments included in cost of sales for real estate inventory sold after the acquisition dates.
(2)
Calculated as a percentage of homebuilding revenues.
EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization and (iv) capitalized interest amortized to the cost of sales. We define adjusted EBITDA as EBITDA before inventory impairment, stock-based compensation, purchase accounting adjustments, and dead deal costs, as applicable during a period. Our management believes that the presentation of EBITDA and adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. EBITDA and adjusted EBITDA provide indicators of general economic performance that are not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization and items considered to be unusual or non-recurring. Accordingly, our management believes that these measures are useful for comparing general operating performance from period to period. Other companies may define these measures differently and, as a result, our measures of EBITDA and adjusted EBITDA may not be directly comparable to the measures of other companies. Although we use EBITDA and adjusted EBITDA as financial measures to assess the performance of our business, the use of these measures is limited because they do not include certain material costs, such as interest and taxes, necessary to operate our business. EBITDA and adjusted EBITDA should be considered in addition to, and not as substitutes for, net income in accordance with GAAP as a measure of performance. Our presentation of EBITDA and adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our use of EBITDA and adjusted EBITDA is limited as an analytical tool, and you should not consider these measures in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are:
(i) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments, including for purchase of land;
(ii) they do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
(iii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements or improvements;
(iv) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows;
(v) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and
(vi) other companies in our industry may calculate them differently than we do, limiting their usefulness as a comparative measure.
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Because of these limitations, our EBITDA and adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using our EBITDA and adjusted EBITDA along with other comparative tools, together with GAAP measures, to assist in the evaluation of operating performance. These GAAP measures include net income and cash flow data. We have significant uses of cash flows, including capital expenditures, interest payments and other non-recurring charges, which are not reflected in our EBITDA and adjusted EBITDA. EBITDA and adjusted EBITDA are not intended as alternatives to net income as indicators of our operating performance, as alternatives to any other measure of performance in conformity with GAAP or as alternatives to cash flows as a measure of liquidity. You should therefore not place undue reliance on our EBITDA and adjusted EBITDA calculated using these measures.
The following table reconciles EBITDA and adjusted EBITDA to net income, which is the GAAP financial measure that our management believes to be most directly comparable (dollars in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net income
$
26,984
$
31,533
$
29,144
$
35,527
Income tax provision
9,607
10,507
11,766
12,237
Depreciation and amortization
1,331
1,014
2,521
1,875
Capitalized interest amortized to cost of sales
16,472
11,836
26,448
20,103
EBITDA
$
54,394
$
54,890
$
69,879
$
69,742
Inventory impairment
—
—
4,681
—
Stock-based compensation
2,393
2,826
4,604
5,387
Purchase accounting adjustments
544
1,042
933
1,851
Dead deal costs
1,323
1,882
2,934
2,410
Adjusted EBITDA
$
58,654
$
60,640
$
83,031
$
79,390
EBITDA margin %
(1)
10.5
%
11.2
%
8.2
%
8.0
%
Adjusted EBITDA margin %
(1)
11.4
%
12.4
%
9.8
%
9.1
%
(1)
Calculated as a percentage of total revenues.
Net Debt to Capital Ratio
Net debt to capital ratio is a non-GAAP financial measure used by management as a supplemental measure in understanding the leverage employed in our operations and as an indicator of our ability to obtain financing. We define net debt to capital ratio as net debt (which is total debt minus cash and cash equivalents) divided by net debt plus total equity. Our management believes that the presentation of net debt to capital ratio provides useful information to investors regarding our financial leverage and our ability to meet long-term obligations. By excluding cash and cash equivalents from total debt, the ratio offers a clearer view of our capital structure and financial flexibility. Our management uses this metric to monitor our capital efficiency and to evaluate the effectiveness of our capital management strategies over time. Other companies may define this measure differently and, as a result, our measure of net debt to capital ratio may not be directly comparable to the measures of other companies.
The following table reconciles net debt to capital ratio (a non-GAAP financial measure) to debt to capital ratio, which is the GAAP financial measure that our management believes to be most directly comparable (dollars in thousands):
June 30, 2026
December 31, 2025
Total debt (Notes payable)
$
1,580,907
$
1,656,803
Total equity
2,132,656
2,096,289
Total capital
$
3,713,563
$
3,753,092
Debt to capital ratio
42.6
%
44.1
%
Total debt (Notes payable)
$
1,580,907
$
1,656,803
Less: Cash and cash equivalents
61,081
61,247
Net debt
$
1,519,826
$
1,595,556
Total equity
2,132,656
2,096,289
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Total net capital
$
3,652,482
$
3,691,845
Net debt to capital ratio
(1)
41.6
%
43.2
%
(1) Net debt to capital ratio is calculated as net debt (which is total debt minus cash and cash equivalents) divided by net debt plus total equity.
Adjusted Net Income, Adjusted Basic Earnings per Share, and Adjusted Diluted Earnings per Share
Adjusted net income, adjusted basic earnings per share, and adjusted diluted earnings per share are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define adjusted net income as net income less inventory impairment charges. We define adjusted basic earnings per share as adjusted net income divided by weighted average basic shares outstanding. We define adjusted diluted earnings per share as adjusted net income divided by weighted average diluted shares outstanding. Our management believes that the presentation of adjusted net income, adjusted basic earnings per share, and adjusted diluted earnings per share provides useful information to investors because such measures isolate the impact that inventory impairment charges have on net income and earnings per share. However, because adjusted net income, adjusted basic earnings per share, and adjusted diluted earnings per share exclude the inventory impairment charge, which has real economic effects and could impact the results, the utility of adjusted net income. adjusted basic earnings per share, and adjusted diluted earnings per share as measures of our operating performance may be limited. In addition, other companies may not calculate adjusted net income, adjusted basic earnings per share, and adjusted diluted earnings per share in the same manner that we do. Accordingly, adjusted net income, adjusted basic earnings per share, and adjusted diluted earnings per share should be considered only as supplements to net income, basic earnings per share, and earnings per share, respectively, as measures of our performance.
The following table reconciles adjusted net income to net income, which is the GAAP financial measure that our management believes to be most directly comparable, and adjusted basic earnings per share and adjusted diluted earnings per share are calculated by dividing adjusted net income by basic or diluted weighted average shares outstanding, respectively (dollars in thousands, except earnings per share):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net income
$
26,984
$
31,533
$
29,144
$
35,527
Basic weighted average number of shares outstanding
23,201,571
23,221,565
23,191,411
23,308,534
Basic earnings per share
$
1.16
$
1.36
$
1.26
$
1.52
Diluted weighted average number of shares outstanding
23,279,553
23,265,062
23,248,046
23,364,957
Diluted earnings per share
$
1.16
$
1.36
$
1.25
$
1.52
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net income
$
26,984
$
31,533
$
29,144
$
35,527
Inventory impairment
—
—
4,681
—
Tax impact due to above reconciling item
—
—
(1,225)
—
Adjusted net income
$
26,984
$
31,533
$
32,600
$
35,527
Basic weighted average number of shares outstanding
23,201,571
23,221,565
23,191,411
23,308,534
Adjusted basic earnings per share
$
1.16
$
1.36
$
1.41
$
1.52
Diluted weighted average number of shares outstanding
23,279,553
23,265,062
23,248,046
23,364,957
Adjusted diluted earnings per share
$
1.16
$
1.36
$
1.40
$
1.52
Backlog
We sell our homes under standard purchase contracts, which generally require a homebuyer to pay a deposit at the time of signing the purchase contract. The amount of the required deposit is minimal (typically $1,000 to $10,000). We permit our retail homebuyers to cancel the purchase contract and obtain a refund of their deposit in the event mortgage financing cannot be obtained within a certain period of time, as specified in their purchase contract. Typically, our retail homebuyers provide
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documentation regarding their ability to obtain mortgage financing within 14 days after the purchase contract is signed. If we determine that the homebuyer is not qualified to obtain mortgage financing or is not otherwise financially able to purchase the home, we will terminate the purchase contract. If a purchase contract has not been cancelled or terminated within 14 days after the purchase contract has been signed, then we have assumed the homebuyer will meet the preliminary criteria to obtain mortgage financing. Only purchase contracts that are signed by homebuyers who have met the preliminary criteria to obtain mortgage financing are included in new (gross) orders.
Our “backlog” consists of homes that are under a purchase contract that has been signed by homebuyers who have met the preliminary criteria to obtain mortgage financing but have not yet closed and wholesale contracts with varying terms. Since our business model is generally based on building move-in ready homes before a purchase contract is signed, the majority of our homes in backlog are currently under construction or complete. Ending backlog represents the number of homes in backlog from the previous period plus the number of net orders (new orders for homes less cancellations) generated during the current period minus the number of homes closed during the current period. Our backlog at any given time will be affected by cancellations, the number of our active communities and the timing of home closings. Homes in backlog are generally closed within one to two months, although home closings have been, and may continue to be, delayed. In addition, we may experience cancellations of purchase contracts at any time prior to closing. It is important to note that net orders, backlog and cancellation metrics are operational, rather than accounting data, and should be used only as a general gauge to evaluate performance. Backlog may be impacted by customer cancellations for various reasons that are beyond our control, and in light of our minimal required deposit, there is little negative impact to the potential homebuyer from the cancellation of the purchase contract.
Net orders for the six months ended June 30, 2026 were 2,260 homes, a decrease of 10.6% from 2,528 homes for the six months ended June 30, 2025, reflecting continued affordability pressures and higher mortgage rates. The cancellation rate increased to 47.4% in 2026 from 24.2% in 2025, primarily due to financing challenges and buyer sensitivity to market conditions. Ending backlog grew to 1,298 homes, with an aggregate value of $525.5 million at June 30, 2026, compared to 808 homes valued at $322.5 million at June 30, 2025, which represented increases of 60.6% in units and 63.0% in value. The increases were driven by slower conversion of homes under contract to closings and a higher volume of homes under contract at quarter end. A significant portion of backlog relates to homes further along in construction and expected to close in the near term. However, conversion to revenue remains subject to construction timing, buyer financing, and incentive levels. Elevated cancellation rates and changes in market conditions could affect the pace of backlog conversion and future homebuilding gross margins.
As of the dates set forth below, our net orders, cancellation rate and ending backlog homes and value were as follows (dollars in thousands):
Six Months Ended June 30,
Backlog Data
2026
(4)
2025
(5)
Net orders
(1)
2,260
2,528
Cancellation rate
(2)
47.4
%
24.2
%
Ending backlog – homes
(3)
1,298
808
Ending backlog – value
(3)
$
525,549
$
322,466
(1)
Net orders are new (gross) orders for the purchase of homes during the period, less cancellations of existing purchase contracts during the period.
(2)
Cancellation rate for a period is the total number of purchase contracts cancelled during the period divided by the total new (gross) orders for the purchase of homes during the period.
(3)
Ending backlog consists of retail homes at the end of the period that are under a purchase contract that has been signed by homebuyers who have met our preliminary financing criteria but have not yet closed and wholesale contracts with varying terms. Ending backlog is valued at the contract amount.
(4)
As of June 30, 2026, we had 269 units related to bulk sales agreements associated with our wholesale business.
(5)
As of June 30, 2025, we had 91 units related to bulk sales agreements associated with our wholesale business.
Land Acquisition Policies and Development
We had 151 and 144 active communities as of June 30, 2026 and December 31, 2025, respectively. Generally, it takes us three to four years to turn raw or undeveloped land into an active community. To mitigate our exposure to real estate inventory risks, we have utilized, on a limited and strategic basis, land banking financing arrangements.
Our lot inventory decreased to 57,406 owned or controlled lots as of June 30, 2026 from 60,842 owned or controlled lots as of December 31, 2025, primarily related to our discipline in the evaluation and selective approval of new land deals and strategic lot sales in select markets.
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We have land banking financing arrangements with a third-party land banker to repurchase land that we sold to the land banker as a method of acquiring finished lots in staged takedowns, while limiting risk and minimizing the use of funds from our available cash or other financing sources. In consideration for this repurchase option, we paid a non-refundable commitment fee. Based on our right to control the ultimate economic outcome of these finished lots, these assets will continue to be held as real estate not owned within our inventory and a corresponding obligation was established within our accrued liabilities, as discussed in
Note 3
, “Accrued Expenses and Other Liabilities” to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, to recognize this relationship. While we are not legally obligated to repurchase the balance of the lots, we will be subject to certain performance obligations, financial and other penalties if the lots are not purchased. We do not have any ownership interest or title to the assets that we have sold to the land banker and we do not guarantee any of the land banker’s liabilities. As of June 30, 2026, we have completed the repurchase of all lots via takedowns associated with these transactions.
The table below shows (i) home closings by reportable segment for the six months ended June 30, 2026 and (ii) our owned or controlled lots by reportable segment as of June 30, 2026.
Six Months Ended June 30, 2026
As of June 30, 2026
Reportable Segment
Home Closings
Owned
(1)
Controlled
Total
Central
715
18,272
256
18,528
Southeast
542
12,868
1,212
14,080
Northwest
187
5,795
1,142
6,937
West
471
8,621
3,145
11,766
Florida
331
4,966
1,129
6,095
Total
2,246
50,522
6,884
57,406
(1)
Of the 50,522 owned lots as of June 30, 2026, 33,775 were raw/under development lots and 16,747 were finished lots.
Homes in Inventory
When entering a new community, we intend to build a sufficient number of move-in ready homes to meet our budgets. We base future home starts on home closings. As homes are closed, we start more homes to maintain our inventory. As of June 30, 2026, we had a total of 1,858 completed homes, including information centers, and 1,899 homes in progress.
Raw Materials and Labor
When constructing homes, we use various materials and components. We generally contract for our materials and labor at a fixed price for the anticipated construction period of our homes. This allows us to mitigate the risks associated with increases in building materials and labor costs between the time construction begins on a home and the time it is closed. Typically, the raw materials and most of the components used in our business are readily available in the United States. We purchase some components and materials centrally to achieve volume discounts, a practice that often reduces costs and ensures timely deliveries. We typically do not store significant inventories of construction materials, except for work in progress materials for homes under construction. In addition, the majority of our raw materials are supplied to us by our subcontractors and are included in the price of our contract with such subcontractors. Most of the raw materials necessary for our subcontractors are standard items carried by major suppliers. Our construction work is substantially completed by third-party subcontractors, most of whom are non-unionized. We continue to monitor the supply markets to achieve the best prices available. Typically, the price changes that most significantly influence our operations are price increases in labor, commodities and lumber.
In future quarters, we could see various cost pressures associated with inflation similar to the cost pressures experienced in the last few years. Generally, we have successfully increased the sales prices of our homes to absorb these increased costs or have successfully made cost-effective changes as we endeavor to keep our homes affordable.
Seasonality
In all of our reportable segments, we have historically experienced similar variability in our results of operations and in capital requirements from quarter to quarter due to the seasonal nature of the homebuilding industry. We generally close more homes in our second, third and fourth quarters. Thus, our revenues may fluctuate on a quarterly basis and we may have higher capital requirements in our second, third and fourth quarters in order to maintain our inventory levels. Our revenues and capital requirements are generally similar across our second, third and fourth quarters.
As a result of seasonal activity, our quarterly results of operations and financial position at the end of a particular quarter, especially the first quarter, are not necessarily representative of the results we expect at year end. We expect this seasonal pattern to continue in the long term.
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Liquidity and Capital Resources
Overview
As of June 30, 2026, we had $61.1 million of cash and cash equivalents. Cash flows for each of our active communities depend on the status of the development cycle and can differ substantially from reported earnings.
Our principal uses of capital are operating expenses, land and lot purchases, lot development, home construction, interest costs on our indebtedness and the payment of various liabilities. In addition, we may purchase land, lots, homes under construction or other assets as part of an acquisition and repurchase shares of our common stock. Early stages of development or expansion require significant cash outlays for land acquisitions, land development, plats, vertical development, construction of information centers, general landscaping, and other amenities. Because these costs are a component of our inventory and are not recognized in our statement of operations until a home closes, we incur significant cash outflows prior to recognition of homebuilding revenues. In the later stages of an active community, cash inflows may exceed homebuilding revenues reported for financial statement purposes, as the costs associated with home and land construction were previously incurred.
Net Debt to Capital Ratio
As of June 30, 2026, our net debt to capital ratio was 41.6%. We use this ratio as a supplemental measure of financial leverage and capital efficiency. This ratio is calculated as net debt (which is total debt minus cash and cash equivalents) divided by net debt plus total equity. Our net debt to capital ratio reflects our balanced approach to financing growth while maintaining liquidity. We continue to monitor leverage levels in light of evolving market conditions to keep an eye on capital efficiency and shareholder value. At June 30, 2026, we were in compliance with all of the covenants contained in the Credit Agreement (as defined herein), including minimum tangible net worth, maximum leverage ratio, minimum liquidity amount, and minimum EBITDA to interest expense ratio, and with all of the covenants contained in the LGI Living Loan Agreement (as defined herein). As of June 30, 2026, $406.9 million was available to borrow under the Credit Agreement, providing ample liquidity to support operations and growth initiatives.
Short-term Liquidity and Capital Resources
We generally rely on our ability to finance our operations by generating operating cash flows and borrowing under the Credit Agreement to adequately fund our short-term working capital obligations and to purchase land and other assets, develop lots and homes and repurchase shares of our common stock. As needed, we will consider accessing the debt and equity capital markets as part of our ongoing financing strategy. We rely on our ability to obtain performance, payment and completion surety bonds as well as letters of credit to finance our projects. Furthermore, we utilize, on a limited and strategic basis, land banking financing arrangements to access short-term liquidity.
As of the date of this Quarterly Report on Form 10-Q, we believe that we will be able to fund our current and foreseeable liquidity needs for at least the next twelve months with our cash on hand, cash generated from operations and cash expected to be available from the Credit Agreement or through accessing debt or equity capital, as needed. However, our ability to engage in the transactions described above may be constrained by volatile or tight economic, capital, credit and financial market conditions, as well as moderated investor or lender interest or capacity and our liquidity, leverage and net worth, and we can provide no assurance as to successfully completing, the costs of, or the operational limitations arising from any one or series of such transactions.
Long-term Liquidity and Capital Resources
We believe that our long-term principal uses of liquidity and capital resources will be inventory related purchases concerning land, lot development, repurchases of shares of our common stock, other capital expenditures, and principal and interest payments on our debt obligations maturing between 2028 and 2032. We believe that we will be able to fund our long-term liquidity needs with cash generated from operations and cash expected to be available to borrow under the Credit Agreement or through accessing debt or equity capital, as needed, although no assurance can be provided that such additional debt or equity capital will be available when needed or on terms that we find attractive. Additionally, we may further utilize, on a limited and strategic basis, land banking financing arrangements to maximize long-term liquidity for lot development projects where we have sufficient finished lot availability in certain markets. To the extent these sources of capital are insufficient to meet our needs, we may also conduct additional public or private offerings of our securities, refinance our indebtedness, or dispose of certain assets to fund our operating activities and capital needs.
Revolving Credit Facility
We are a party to the Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (as amended to date, the “Credit Agreement”). The Credit Agreement provides for a $1.1825 billion revolving credit facility, which can be increased at the request of the Company by up to $95.0 million, subject to the terms and conditions of the Credit Agreement. The Credit
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Agreement matures on April 28, 2029 with respect to $972.5 million, or 82.2%, of the $1.1825 billion of commitments thereunder and on April 28, 2028 with respect to 17.8% of the commitments thereunder.
Before each anniversary of the Credit Agreement, we may request a one-year extension of its maturity date. The Credit Agreement is guaranteed by, among others, each of our subsidiaries that have gross assets of at least $0.5 million, other than subsidiaries whose sole purpose is to own and operate single-family rental homes.
The borrowings and letters of credit outstanding under the Credit Agreement, together with the outstanding principal balance of our 8.750% Senior Notes due 2028 (the “2028 Senior Notes”), our 4.000% Senior Notes due 2029 (the “2029 Senior Notes”) and our 7.000% Senior Notes due 2032 (the “2032 Senior Notes”), may not exceed the borrowing base under the Credit Agreement. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company and its subsidiaries that guarantee the obligations under the Credit Agreement. As of June 30, 2026, the borrowing base under the Credit Agreement was $2.0 billion, of which the maximum available to borrow was $2.0 billion. As of June 30, 2026, borrowings under the Credit Agreement and the outstanding principal amount of the 2028 Senior Notes, the 2029 Senior Notes and the 2032 Senior Notes totaled approximately $1.5 billion, $19.0 million of letters of credit were outstanding and $406.9 million was available to borrow under the Credit Agreement.
Borrowings under the Credit Agreement bear interest, payable monthly in arrears, at the Company’s option, at either (1) the Adjusted Term SOFR (defined as a term SOFR that is based on a fixed 1, 3 or 6 month interest period, as selected by the Company, plus a 10, 15 or 25 basis point adjustment, respectively), which rate is subject to a 50 basis point floor, plus an applicable margin ranging from 145 basis points to 210 basis points (the “Applicable Margin”) based on the Company’s leverage ratio as determined in accordance with a pricing grid, or (2) the Base Rate (defined as a term SOFR that is based on a daily variable 1 month interest period plus a 10 basis point adjustment), subject to a 50 basis point floor, plus the Applicable Margin. At June 30, 2026, the Applicable Margin was 1.85%, and SOFR was 3.64%, subject to the 0.50% SOFR floor as included in the Credit Agreement.
The Credit Agreement contains various financial covenants, including a minimum tangible net worth, a maximum leverage ratio, a minimum liquidity amount and a minimum EBITDA to interest expense ratio. The Credit Agreement contains various covenants that, among other restrictions, (i) limit the amount of our additional debt and our ability to make certain investments and (ii) restrict the repurchase of shares and payment of dividends through December 31, 2026. At June 30, 2026, we were in compliance with all of the covenants contained in the Credit Agreement.
LGI Living Loan Agreement
On July 23, 2025, the Company’s wholly owned special purpose subsidiary LGI Living - SFR 1, LLC (“LGI Living SFR”) entered into a Loan Agreement (the “LGI Living Loan Agreement”) with Evergreen Residential Capital, LLC, as lender. The LGI Living Loan Agreement provides for a secured non-recourse loan for up to $50.0 million, which can be increased at the request of LGI Living SFR by up to $75.0 million (for a total of $125.0 million), subject to the terms and conditions of the LGI Living Loan Agreement.
As of June 30, 2026, the total amount of borrowings outstanding under the LGI Living Loan Agreement was $50.0 million. The loan matures on July 8, 2030 and bears interest at a rate of 6.433% per annum, which may be adjusted in connection with an increase in the amount of the loan. The loan is unconditionally guaranteed as to payment and performance by the Company under a limited recourse guaranty with respect to (i) certain losses and liabilities to the extent such losses or liabilities are actually incurred by the lender and (ii) the entire amount of the loan upon the occurrence of certain events. The LGI Living Loan Agreement requires that the Company, as guarantor, maintain (i) liquidity of not less than 15% of the loan amount and (ii) net worth in excess of 50% of the loan amount.
The loan is unconditionally guaranteed as to payment and performance by LGI Living - ER FIN, LLC, as the direct owner of the equity interests in LGI Living SFR, but recourse under such guaranty is limited to LGI Living - ER FIN, LLC’s equity interests in LGI Living SFR, which are pledged as collateral for the loan. The loan is also secured by a security interest in all assets of LGI Living SFR, including a mortgage lien on certain of LGI Living SFR’s real property. The LGI Living Loan Agreement includes certain restrictive covenants that may limit LGI Living SFR’s ability to, among other things, incur additional indebtedness or make certain investments. The LGI Living Loan Agreement contains representations and warranties, affirmative covenants, and events of default, all of which the Company believes are customary for special purpose subsidiary real estate secured loan agreements. If an event of default exists under the LGI Living Loan Agreement, the lender will be able to accelerate the maturity of the loan and exercise other rights and remedies. At June 30, 2026, we were in compliance with all of the covenants contained in the LGI Living Loan Agreement.
Senior Notes Offering
On November 15, 2024, we issued $400.0 million aggregate principal amount of the 2032 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the
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United States pursuant to Regulation S (“Regulation S”) under the Securities Act. Interest on the 2032 Senior Notes accrues at a rate of 7.000% per annum, payable semi-annually in arrears on May 15 and November 15 of each year. The 2032 Senior Notes mature on November 15, 2032. The terms of the 2032 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Fifth Supplemental Indenture thereto, dated as of November 15, 2024, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Regions Bank, as trustee.
On November 21, 2023, we issued $400.0 million aggregate principal amount of the 2028 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S. Interest on the 2028 Senior Notes accrues at a rate of 8.750% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2028 Senior Notes mature on December 15, 2028. The terms of the 2028 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Fourth Supplemental Indenture thereto, dated as of November 21, 2023, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Regions Bank, as trustee.
On June 28, 2021, we issued $300.0 million aggregate principal amount of the 2029 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S. Interest on the 2029 Senior Notes accrues at a rate of 4.000% per annum, payable semi-annually in arrears on January 15 and July 15 of each year. The 2029 Senior Notes mature on July 15, 2029. The terms of the 2029 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Third Supplemental Indenture thereto, dated as of June 28, 2021, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Wilmington Trust, National Association, as trustee.
Letters of Credit, Surety Bonds and Financial Guarantees
We are often required to provide letters of credit and surety bonds to secure our performance under construction contracts, development agreements and other arrangements. The amount of such obligations outstanding at any time varies in accordance with our pending development activities. In the event any such bonds or letters of credit are drawn upon, we would be obligated to reimburse the issuer of such bonds or letters of credit.
Under these letters of credit, surety bonds and financial guarantees, we are committed to perform certain development and construction activities and provide certain guarantees in the normal course of business. Outstanding letters of credit, surety bonds and financial guarantees under these arrangements totaled $416.0 million as of June 30, 2026. Although significant development and construction activities have been completed related to the improvements at these sites, the letters of credit and surety bonds are not generally released until all development and construction activities are completed. We do not believe that it is probable that any outstanding letters of credit, surety bonds or financial guarantees as of June 30, 2026 will be drawn upon.
Stock Repurchase Program
In February 2022, our Board of Directors (the “Board”) approved a $200.0 million increase to our previously authorized stock repurchase program, pursuant to which we may purchase up to $550.0 million of shares of our common stock through open market transactions, privately negotiated transactions or otherwise in accordance with applicable laws. During the three and six months ended June 30, 2026, we did not repurchase any shares of our common stock. During the three and six months ended June 30, 2025, we repurchased 367,568 shares of our common stock at a total cost, including commissions and excise taxes, of $20.6 million and 409,253 shares of our common stock at a total cost, including commissions and excise taxes, of $23.6 million, to be held as treasury stock. A total of 3,656,592 shares of our common stock has been repurchased since our stock repurchase program commenced in 2018. As of June 30, 2026, we may purchase up to $157.3 million of shares of our common stock under our stock repurchase program. The timing, amount and other terms and conditions of any repurchases of shares of our common stock under our stock repurchase program will be determined by our management at its discretion based on a variety of factors, including the market price of our common stock, corporate considerations, general market and economic conditions and legal requirements. Our stock repurchase program may be modified, discontinued or suspended at any time.
Cash Flows
Operating Activities
Net cash provided by operating activities was $59.0 million during the six months ended June 30, 2026. The primary drivers of operating cash flows are typically cash earnings and changes in inventory levels, including land acquisition and development. Net cash provided by operating activities during the six months ended June 30, 2026 was primarily driven by the $42.6 million
increase in accounts payable and the $20.1 million increase in the net change related to pre-acquisition costs and deposits, inventory impairment, and compensation expense for equity awards, partially offset by cash outflow of $19.9 million in real estate inventory, which was primarily related to our homes under construction and land acquisitions and development level of activity.
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Net cash used in operating activities was $213.5 million during the six months ended June 30, 2025. The primary drivers of operating cash flows are typically cash earnings and changes in inventory levels, including land acquisition and development. Net cash used in operating activities during the six months ended June 30, 2025 was primarily driven by cash outflow from the $240.3 million increase in the net change in real estate inventory, which was primarily related to our homes under construction and land acquisitions and development level of activity and a $30.0 million decrease in the net change in accrued expenses and other liabilities, and $2.9 million increase in the net change in other assets, partially offset by the $12.8 million increase in the net change of accounts payable.
Investing Activities
Net cash provided by investing activities was $25.5 million during the six months ended June 30, 2026, primarily due to $28.4 million in proceeds from the sale of property and equipment, partially offset by an additional $1.9 million investment in unconsolidated entities.
Net cash provided by investing activities was $2.1 million during the six months ended June 30, 2025, primarily due to $6.4 million in return of capital, partially offset by an additional $3.4 million investment in unconsolidated entities.
Financing Activities
Net cash used in financing activities was $84.7 million during the six months ended June 30, 2026, primarily driven by $222.0 million of repayments on the Credit Agreement and payments of $8.1 million related to a financing arrangement with a third-party land banker, offset by $143.3 million of borrowings under the Credit Agreement.
Net cash provided by financing activities was $217.8 million during the six months ended June 30, 2025, primarily driven by $390.6 million of borrowings under our credit agreement then in effect, offset by $130.0 million of repayments on our credit agreement then in effect and payments of $17.5 million related to a financing arrangement with a third-party land banker. In addition, during the six months ended June 30, 2025, we repurchased $23.6 million of shares of our common stock under our stock repurchase program to be held as treasury stock.
Inflation
Our business can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers. See “Industry and Economic Risks—Inflation could adversely affect our business and financial results” in Item 1A. Risk Factors in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Material Cash Requirements
As of June 30, 2026, there have been no material changes to our known contractual and other obligations appearing in the “Material Cash Requirements” section of
Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in our
Annual Report on Form 10-K
for the fiscal year ended December 31, 2025.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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 period. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, management evaluates such estimates and judgments and makes adjustments as deemed necessary. Actual results could differ from these estimates using different estimates and assumptions, or if conditions are significantly different in the future.
We believe that there have been no significant changes to our critical accounting policies and estimates during the six months ended June 30, 2026 as compared to those disclosed in
Management
’
s Discussion and Analysis of Financial Condition and Results of Operations
included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Cautionary Statement about Forward-Looking Statements
From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking
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statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will” or other similar words.
We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may, and often do, vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.
The following are some of the factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements:
•
adverse economic changes either nationally or in the markets in which we operate, including, among other things, potential impacts from political uncertainty, civil unrest, increases in unemployment, volatility of mortgage interest rates, supply chain disruptions (including due to the conflict between Russia and Ukraine and the wide-ranging sanctions the United States and other countries have imposed or may further impose on Russian business sectors, financial organizations, individuals and raw materials and the conflict in the Middle East), inflation, the possibility of recession and decreases in housing prices;
•
a slowdown in the homebuilding industry or changes in population growth rates in our markets;
•
volatility and uncertainty in the credit markets and broader financial markets;
•
elevated mortgage interest rates for prolonged periods, disruption in the terms or availability of mortgage financing or increase in the number of foreclosures in our markets;
•
disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States and other countries;
•
the cyclical and seasonal nature of our business;
•
our future operating results and financial condition;
•
our business operations;
•
changes in our business and investment strategy;
•
the success of our operations in recently opened new markets and our ability to expand into additional new markets;
•
our ability to successfully extend our business model to building homes with higher price points, developing larger communities and producing and selling multi-unit products, town houses, wholesale products, and acreage home sites;
•
our ability to develop our projects successfully or within expected timeframes;
•
our ability to identify potential acquisition targets, close such acquisitions and realize the benefits of such acquisitions;
•
increases in taxes or government fees;
•
decline in the market value of our land portfolio;
•
our ability to successfully integrate any acquisitions with our existing operations;
•
availability of land to acquire and our ability to acquire such land on favorable terms or at all;
•
availability, terms and deployment of capital and ability to meet our ongoing liquidity needs;
•
decisions of the Credit Agreement lender group;
•
the cost and availability of insurance and surety bonds;
•
shortages of or increased prices for labor, land, or raw materials used in land development and housing construction, including due to tariffs or trade restrictions imposed by the U.S. government, and any effect on trading relationships between the United States and other countries;
•
delays in land development or home construction resulting from natural disasters, adverse weather conditions or other events outside our control;
•
uninsured losses in excess of insurance limits;
•
our leverage and future debt service obligations;
•
changes in, liabilities under, or the failure or inability to comply with, governmental laws and regulations, including environmental, privacy and security laws and regulations;
•
the timing of receipt of regulatory approvals and the opening of projects;
•
the degree and nature of our competition;
•
information system failures, cyber incidents or breaches in security;
•
our ability to retain our key personnel;
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•
the impact of an epidemic or pandemic and its effect on us, our business, customers, subcontractors and suppliers (including associated supply chain disruptions);
•
negative publicity or poor relations with the residents of our projects;
•
existing and future litigation, arbitration or other claims;
•
availability of qualified personnel and third-party contractors and subcontractors;
•
the impact on our business of the ongoing U.S. government shutdown and any future U.S. government shutdown;
•
other risks and uncertainties inherent in our business;
•
other factors we discuss under the section entitled “
Management’s Discussion and Analysis of Financial Condition and Results of Operations
”; and
•
the risk factors set forth in our
Annual Report on Form 10-K
for the fiscal year ended December 31, 2025.
You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our operations are interest rate sensitive. As overall housing demand is adversely affected by increases in interest rates, a significant increase in mortgage interest rates may negatively affect the ability of homebuyers to secure adequate financing. Higher interest rates could adversely affect our revenues, homebuilding gross margin and net income.
Quantitative and Qualitative Disclosures About Interest Rate Risk
We utilize both fixed-rate debt and variable-rate debt as part of financing our operations. We do not have the obligation to prepay our senior notes or our fixed-rate inventory related obligations prior to maturity, and, as a result, interest rate risk and changes in fair market value should not have a significant impact on our fixed-rate debt.
We currently do not hold derivatives for trading or speculative purposes, but we may do so in the future. Many of the statements contained in this section are forward looking and should be read in conjunction with our disclosures under the heading “
Cautionary Statement about Forward-Looking Statements
” above.
We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate indebtedness. As of June 30, 2026, we had $449.0 million of variable rate indebtedness outstanding under the Credit Agreement. All of the outstanding borrowings under the Credit Agreement are at variable rates based on SOFR. The interest rate for our variable rate indebtedness as of June 30, 2026 was SOFR plus 1.85%. At June 30, 2026, SOFR was 3.64%, subject to the 0.50% SOFR floor as included in the Credit Agreement. A hypothetical 100 basis point increase in the average interest rate above the SOFR floor on our variable rate indebtedness would increase our annual interest cost by approximately $4.5 million.
Based on the current interest rate management policies we have in place with respect to our outstanding indebtedness, we do not believe that the future interest rate risks related to our existing indebtedness will have a material adverse impact on our financial position, results of operations or liquidity.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure information is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
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to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of controls.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Controls
No change in our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In the ordinary course of doing business, we are subject to claims or proceedings from time to time relating to the purchase, development, and sale of real estate and homes and other aspects of our homebuilding operations. Management believes that these claims include usual obligations incurred by real estate developers and residential homebuilders in the normal course of business. In the opinion of management, these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
Exhibit No.
Description
3.1**
Certificate of Incorporation of LGI Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 33-190853) of LGI Homes, Inc. filed with the SEC on August 28, 2013).
3.2**
Certificate of Amendment of Certificate of Incorporation of LGI Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36126) of LGI Homes, Inc. filed with the SEC on May 1, 2023).
3.3**
Bylaws of LGI Homes, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-190853) of LGI Homes, Inc. filed with the SEC on August 28, 2013).
10.1**
Amendment to Employment Agreement, dated as of April 22, 2026, between LGI Homes, Inc. and Eric Lipar (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (File No. 001-36126) of LGI Homes, Inc. filed with the SEC on April 28, 2026).
31.1*
CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS†
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†
Inline XBRL Taxonomy Extension Schema Document.
101.CAL†
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF†
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB†
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE†
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104†
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Previously filed.
†
XBRL information is deemed not filed or a part of a registration statement or Annual Report for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under such sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LGI Homes, Inc.
Date:
August 4, 2026
/s/ Eric Lipar
Eric Lipar
Chief Executive Officer and Chairman of the Board
August 4, 2026
/s/ Charles Merdian
Charles Merdian
Chief Financial Officer and Treasurer
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