Forestar (FOR) - 2024 Q2 - Quarterly Report

PART I — FINANCIAL INFORMATION This section presents the unaudited consolidated financial statements and related notes for Forestar Group Inc. for the quarter ended March 31, 2024 Item 1. Financial Statements (Unaudited) Presents Forestar Group Inc.'s unaudited consolidated financial statements for Q1 2024, including balance sheets, operations, equity, cash flows, and explanatory notes Consolidated Balance Sheets | Metric | March 31, 2024 (Millions) | September 30, 2023 (Millions) | Change (Millions) | % Change | | :-------------------------- | :------------------------ | :-------------------------- | :---------------- | :------- | | ASSETS | | | | | | Cash and cash equivalents | $416.2 | $616.0 | $(199.8) | -32.44% | | Real estate | $2,115.9 | $1,790.3 | $325.6 | 18.19% | | Total assets | $2,598.7 | $2,470.7 | $128.0 | 5.18% | | LIABILITIES | | | | | | Debt | $705.7 | $695.0 | $10.7 | 1.54% | | Total liabilities | $1,125.8 | $1,100.8 | $25.0 | 2.27% | | EQUITY | | | | | | Stockholders' equity | $1,471.9 | $1,368.9 | $103.0 | 7.52% | | Total equity | $1,472.9 | $1,369.9 | $103.0 | 7.52% | Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | % Change (YoY) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | % Change (YoY) | | :-------------------------------- | :----------------------------------------- | :----------------------------------------- | :--------------- | :---------------------------------------- | :---------------------------------------- | :--------------- | | Revenues | $333.8 | $301.5 | 10.71% | $639.7 | $518.2 | 23.44% | | Cost of sales | $250.7 | $245.6 | 2.08% | $483.7 | $414.8 | 16.61% | | Selling, general and administrative expense | $29.2 | $22.0 | 32.73% | $57.2 | $44.9 | 27.40% | | Income before income taxes | $58.9 | $35.9 | 64.07% | $110.1 | $63.8 | 72.57% | | Income tax expense | $13.9 | $9.0 | 54.44% | $26.9 | $16.1 | 67.08% | | Net income | $45.0 | $26.9 | 67.29% | $83.2 | $47.7 | 74.42% | | Basic net income per common share | $0.90 | $0.54 | 66.67% | $1.66 | $0.95 | 74.74% | | Diluted net income per common share | $0.89 | $0.54 | 64.81% | $1.65 | $0.95 | 73.68% | Consolidated Statements of Total Equity | Equity Component | Balances at September 30, 2023 (Millions) | Balances at March 31, 2024 (Millions) | Change (Millions) | | :------------------------------------ | :---------------------------------------- | :------------------------------------ | :---------------- | | Common Stock | $49.9 | $50.6 | $0.7 | | Additional Paid-in Capital | $644.2 | $663.3 | $19.1 | | Retained Earnings | $674.8 | $758.0 | $83.2 | | Noncontrolling Interests | $1.0 | $1.0 | $0.0 | | Total Equity | $1,369.9 | $1,472.9 | $103.0 | - Total equity increased by $103.0 million from September 30, 2023, to March 31, 2024, primarily driven by net income of $83.2 million and issuance of common stock for $19.7 million[16] Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | Change (Millions) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | | Net cash (used in) provided by operating activities | $(215.9) | $21.3 | $(237.2) | | Net cash (used in) provided by investing activities | $(0.8) | $1.3 | $(2.1) | | Net cash provided by (used in) financing activities | $16.9 | $(0.7) | $17.6 | | (Decrease) increase in cash and cash equivalents | $(199.8) | $21.9 | $(221.7) | | Cash and cash equivalents at end of period | $416.2 | $286.7 | $129.5 | - Net cash used in operating activities significantly increased to $(215.9) million in the six months ended March 31, 2024, primarily due to a substantial increase in real estate investments[19] - Financing activities provided $16.9 million in cash, mainly from the issuance of common stock, a reversal from cash used in the prior year[19] Notes to Consolidated Financial Statements Note 1 — Basis of Presentation - The financial statements are prepared in accordance with U.S. GAAP for interim financial information and include Forestar Group Inc. and its 100% owned, majority-owned, and controlled subsidiaries[22] - D.R. Horton, Inc. became a majority-owned subsidiary of Forestar in October 2017 and owned approximately 62% of the Company's outstanding common stock as of March 31, 2024, making it a related party[24] - The Company is evaluating the impact of new FASB ASUs 2023-07 (Segment Reporting) and 2023-09 (Income Taxes) which are effective for fiscal years beginning October 1, 2024, and October 1, 2025, respectively[26][27] Note 2 — Segment Information - The Company operates through a single real estate segment, its core business, generating substantially all revenues from acquiring land and developing single-family residential lots for homebuilders[28] Note 3 — Real Estate | Real Estate Component | March 31, 2024 (Millions) | September 30, 2023 (Millions) | Change (Millions) | % Change | | :-------------------------- | :------------------------ | :-------------------------- | :---------------- | :------- | | Developed and under development projects | $1,981.1 | $1,760.8 | $220.3 | 12.51% | | Land held for future development | $134.8 | $29.5 | $105.3 | 356.95% | | Total Real Estate | $2,115.9 | $1,790.3 | $325.6 | 18.19% | - In the six months ended March 31, 2024, the Company invested $350.0 million in residential real estate acquisition and $450.3 million in development[29] - No impairment charges were recorded in the three and six months ended March 31, 2024, compared to $19.4 million in the prior year periods[30] Note 4 — Revenues | Revenue Type | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | % Change (YoY) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | % Change (YoY) | | :----------------------- | :----------------------------------------- | :----------------------------------------- | :--------------- | :---------------------------------------- | :---------------------------------------- | :--------------- | | Residential lot sales | $325.9 | $252.9 | 28.86% | $630.1 | $459.5 | 37.13% | | Deferred development lot sales | $1.7 | $7.5 | -77.33% | $3.0 | $14.3 | -79.02% | | Tract sales and other | $6.2 | $41.1 | -84.91% | $6.6 | $44.4 | -85.13% | | Total Revenues | $333.8 | $301.5 | 10.71% | $639.7 | $518.2 | 23.44% | - Residential lot sales significantly increased by 28.86% for the three months and 37.13% for the six months ended March 31, 2024, compared to the prior year periods[32] - Deferred development lot sales and tract sales and other revenues saw substantial decreases, indicating a shift in revenue composition[32] Note 5 — Capitalized Interest - All interest incurred in the first six months of fiscal 2024 and 2023 was capitalized to real estate, as active real estate exceeded debt levels[34] | Interest Metric | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | | :-------------------------- | :----------------------------------------- | :----------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Interest incurred | $8.2 | $8.2 | $16.3 | $16.4 | | Interest charged to cost of sales | $(6.5) | $(5.1) | $(12.6) | $(10.1) | | Capitalized interest, end of period | $62.2 | $58.8 | $62.2 | $58.8 | Note 6 — Other Assets, Accrued Expenses and Other Liabilities | Other Assets Component | March 31, 2024 (Millions) | September 30, 2023 (Millions) | Change (Millions) | | :-------------------------- | :------------------------ | :-------------------------- | :---------------- | | Receivables, net | $28.5 | $25.7 | $2.8 | | Land purchase contract deposits | $11.7 | $7.0 | $4.7 | | Total Other Assets | $60.0 | $58.0 | $2.0 | | Accrued Expenses & Other Liabilities Component | March 31, 2024 (Millions) | September 30, 2023 (Millions) | Change (Millions) | | :--------------------------------------------- | :------------------------ | :-------------------------- | :---------------- | | Accrued employee compensation and benefits | $10.9 | $11.2 | $(0.3) | | Contract liabilities | $5.7 | $10.0 | $(4.3) | | Income taxes payable | $8.2 | $4.4 | $3.8 | | Total Accrued Expenses and Other Liabilities | $55.8 | $61.2 | $(5.4) | Note 7 — Debt | Debt Type | March 31, 2024 (Millions) | September 30, 2023 (Millions) | Change (Millions) | | :------------------------ | :------------------------ | :-------------------------- | :---------------- | | 3.85% senior notes due 2026 | $397.9 | $397.4 | $0.5 | | 5.0% senior notes due 2028 | $297.9 | $297.6 | $0.3 | | Other note payable | $9.9 | $0.0 | $9.9 | | Total Debt | $705.7 | $695.0 | $10.7 | - The Company has a $410 million senior unsecured revolving credit facility with $382.0 million available capacity at March 31, 2024, and no outstanding borrowings[39] - The Company was in compliance with all covenants of its revolving credit facility and senior note obligations as of March 31, 2024[40][45] - A $9.9 million non-recourse note payable was issued in December 2023 for real estate acquisition, accruing interest at 4.0% and maturing in December 2025[47] Note 8 — Earnings per Share | EPS Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Six Months Ended March 31, 2024 | Six Months Ended March 31, 2023 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Net income (Millions) | $45.0 | $26.9 | $83.2 | $47.7 | | Weighted average common shares outstanding — basic | 50,147,639 | 49,943,373 | 50,106,735 | 49,916,927 | | Dilutive effect of stock-based compensation | 479,318 | 67,166 | 437,784 | 37,854 | | Total weighted average shares outstanding — diluted | 50,626,957 | 50,010,539 | 50,544,519 | 49,954,781 | | Basic net income per common share | $0.90 | $0.54 | $1.66 | $0.95 | | Diluted net income per common share | $0.89 | $0.54 | $1.65 | $0.95 | Note 9 — Income Taxes | Income Tax Metric | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | | :------------------ | :----------------------------------------- | :----------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Income tax expense | $13.9 | $9.0 | $26.9 | $16.1 | | Effective tax rate | 23.6% | 25.1% | 24.4% | 25.2% | - The effective tax rate for the three and six months ended March 31, 2024, included a benefit for stock-based compensation[49] - Net deferred tax liabilities were $50.8 million at March 31, 2024, with a valuation allowance of $0.8 million primarily for state net operating loss carryforwards[50] Note 10 — Stockholders' Equity and Stock-Based Compensation - In the three months ended March 31, 2024, the Company issued 546,174 shares of common stock under its at-the-market equity offering program for net proceeds of $19.7 million[51] - Total stock-based compensation expense related to RSUs was $1.8 million for the three months and $2.7 million for the six months ended March 31, 2024[53] - 154,034 time-based RSUs were granted in the three months ended March 31, 2024, with a weighted average grant date fair value of $40.19 per unit[53] Note 11 — Commitments and Contingencies - At March 31, 2024, the Company had $28.0 million in outstanding letters of credit and $660.9 million in surety bonds to secure performance under various development contracts[55] - The Company had total deposits of $11.7 million related to land purchase contracts with a remaining purchase price of approximately $752.0 million at March 31, 2024[58] - The Company is involved in various legal proceedings but does not believe their outcome will have a significant adverse effect on its financial position, long-term results, or cash flows[56] Note 12 — Related Party Transactions - D.R. Horton, a majority shareholder, provides administrative, compliance, operational, and procurement services under a Shared Services Agreement[59] | Metric | March 31, 2024 | September 30, 2023 | | :---------------------------------------------------------------- | :------------- | :----------------- | | Residential lots under contract to sell to D.R. Horton | 17,300 | 14,400 | | Owned lots subject to right of first offer with D.R. Horton | 17,000 | 17,000 | | Earnest money deposits from D.R. Horton for lots under contract (Millions) | $138.6 | $117.1 | | Remaining sales price of lots under contract with D.R. Horton (Millions) | $1,473.8 | $1,319.2 | | Sales to D.R. Horton | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Residential lots sold to D.R. Horton | 3,105 | 2,666 | 5,939 | 4,760 | | Residential lot sales revenues from sales to D.R. Horton | $308.2 | $219.9 | $581.1 | $407.0 | | Tract sales revenues from sales to D.R. Horton | $0.0 | $32.5 | $0.0 | $32.5 | Note 13 — Fair Value Measurements - The Company uses a fair value hierarchy (Level 1, 2, 3) for financial assets and liabilities[68][72] | Financial Instrument | Carrying Value (March 31, 2024, Millions) | Fair Value (March 31, 2024, Millions) | Fair Value Level | | :----------------------- | :---------------------------------------- | :------------------------------------ | :--------------- | | Cash and cash equivalents | $416.2 | $416.2 | Level 1 | | Debt | $705.7 | $681.6 | Level 2/3 | - The fair value of senior notes is determined based on quoted market prices in inactive markets (Level 2), while the other note payable approximates its carrying value due to its short-term nature (Level 3)[71] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management discusses financial condition and operations, highlighting revenue growth drivers, expense changes, liquidity, capital resources, strong lot demand, D.R. Horton relationship, and market share consolidation Our Operations - Forestar is a national residential lot development company, primarily focused on acquiring land and developing single-family residential lots for homebuilders[74] - D.R. Horton, as a controlling shareholder (approximately 62% ownership), significantly influences Forestar's strategic direction and operations[75] - At March 31, 2024, the Company's lot position consisted of 96,100 residential lots (57,400 owned, 38,700 controlled), with 18,000 owned lots under contract to be sold for approximately $1.6 billion[77] - The Company expanded its operations across 57 markets in 23 states, aiming to consolidate market share and mitigate operational risks through geographic diversification[78] - Demand for affordable residential lots remained strong in the six months ended March 31, 2024, leading to a 23% increase in revenues year-over-year[80] Results of Operations Lot Sales | Lot Sales Category | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Six Months Ended March 31, 2024 | Six Months Ended March 31, 2023 | | :------------------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Development projects | 3,280 | 2,979 | 6,430 | 5,242 | | Lot banking projects | 9 | — | 9 | — | | Total Lots Sold | 3,289 | 2,979 | 6,439 | 5,242 | | Average sales price per lot | $98,400 | $84,700 | $97,400 | $87,000 | - Total residential lots sold increased by 10.4% for the three months and 22.8% for the six months ended March 31, 2024, compared to the prior year periods[85] - The average sales price per lot increased to $98,400 for the three months and $97,400 for the six months ended March 31, 2024[85] Revenues | Revenue Type | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Residential lot sales (Development projects) | $323.1 | $252.2 | $626.6 | $456.1 | | Residential lot sales (Lot banking projects) | $0.7 | — | $0.7 | — | | Decrease in contract liabilities | $2.1 | $0.7 | $2.8 | $3.4 | | Total Residential lot sales | $325.9 | $252.9 | $630.1 | $459.5 | | Deferred development projects | $1.7 | $7.5 | $3.0 | $14.3 | | Tract sales and other | $6.2 | $41.1 | $6.6 | $44.4 | | Total Revenues | $333.8 | $301.5 | $639.7 | $518.2 | - Residential lot sales revenues increased due to improved demand for finished lots and homebuilders increasing new home starts[86] | Customer Type | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Revenues from lot sales to D.R. Horton | $308.2 | $219.9 | $581.1 | $407.0 | | Revenues from lot sales to customers other than D.R. Horton | $15.6 | $32.3 | $46.2 | $49.1 | Cost of Sales, Real Estate Impairment and Land Option Charges and Interest Incurred - Cost of sales increased in the three and six months ended March 31, 2024, primarily due to the higher number of lots sold[90] - No impairment charges were recorded in the current periods, a significant improvement from $19.4 million in the prior year periods[91] - Land purchase contract deposit and pre-acquisition cost write-offs decreased to $0.2 million and $0.4 million for the three and six months, respectively, from $0.9 million and $3.3 million in prior periods[91] - Interest charged to cost of sales was 2.6% of total cost of sales (excluding impairments and land option charges) for both the three and six months ended March 31, 2024[92] Selling, General and Administrative (SG&A) Expense and Other Income Statement Items | SG&A Metric | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------------------------------- | :---------------------------------------- | | SG&A expense | $29.2 | $22.0 | $57.2 | $44.9 | | SG&A expense as a percentage of revenues | 8.7% | 7.3% | 8.9% | 8.7% | - The increase in SG&A expense is partly attributed to an increase in employees, from 271 at March 31, 2023, to 340 at March 31, 2024[93] Income Taxes | Income Tax Metric | Three Months Ended March 31, 2024 (Millions) | Three Months Ended March 31, 2023 (Millions) | Six Months Ended March 31, 2024 (Millions) | Six Months Ended March 31, 2023 (Millions) | | :------------------ | :----------------------------------------- | :----------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Income tax expense | $13.9 | $9.0 | $26.9 | $16.1 | | Effective tax rate | 23.6% | 25.1% | 24.4% | 25.2% | - The effective tax rate for the current periods included a benefit from stock-based compensation, contributing to a slight decrease in the rate compared to the prior year[94] - Deferred tax liabilities, net of deferred tax assets, were $50.8 million at March 31, 2024, with a valuation allowance of $0.8 million for state NOL carryforwards[95] Land and Lot Position | Lot Position | March 31, 2024 | September 30, 2023 | Change | % Change | | :------------------------------------------ | :------------- | :----------------- | :----- | :------- | | Lots owned | 57,400 | 52,400 | 5,000 | 9.54% | | Lots controlled through land and lot purchase contracts | 38,700 | 26,800 | 11,900 | 44.40% | | Total lots owned and controlled | 96,100 | 79,200 | 16,900 | 21.34% | | Owned lots under contract to sell to D.R. Horton | 17,300 | 14,400 | 2,900 | 20.14% | | Owned lots under contract to customers other than D.R. Horton | 700 | 600 | 100 | 16.67% | | Total owned lots under contract | 18,000 | 15,000 | 3,000 | 20.00% | - The total number of lots owned and controlled increased by 21.34% to 96,100 at March 31, 2024, reflecting significant growth in controlled lots[97] Liquidity and Capital Resources Liquidity - At March 31, 2024, the Company had $416.2 million in cash and cash equivalents and $382.0 million in available borrowing capacity on its revolving credit facility[98] | Liquidity Metric | March 31, 2024 | September 30, 2023 | March 31, 2023 | | :-------------------------- | :------------- | :----------------- | :------------- | | Ratio of debt to total capital | 32.4% | 33.7% | 36.2% | | Ratio of net debt to total capital | 16.4% | 5.5% | 25.2% | - The Company aims to maintain its ratio of net debt to total capital at approximately 40% or less, indicating a conservative leverage strategy[99] Bank Credit Facility - The Company has a $410 million senior unsecured revolving credit facility, with an uncommitted accordion feature to increase it to $600 million[101] - At March 31, 2024, there were no outstanding borrowings and $28.0 million in letters of credit, leaving $382.0 million in available capacity[101] - The Company was in compliance with all financial covenants, limitations, and restrictions of its revolving credit facility[102] Senior Notes - Outstanding senior notes include $400 million of 3.85% notes due May 2026 and $300 million of 5.0% notes due March 2028[104][105] - The notes are senior unsecured obligations, guaranteed by certain subsidiaries, and contain customary covenants and redemption provisions[103][106] - The Board authorized a $30 million debt securities repurchase program, with the full amount remaining available at March 31, 2024[107] Other Note Payable - A $9.9 million non-recourse note payable was issued in December 2023 for real estate acquisition, secured by the underlying real estate, with a 4.0% interest rate and December 2025 maturity[108] Issuance of Common Stock - In the three months ended March 31, 2024, 546,174 shares of common stock were issued under an at-the-market equity offering program, generating $19.7 million in net proceeds[109] - $728.1 million remained available for issuance under the shelf registration statement at March 31, 2024, including $278.1 million reserved for the at-the-market program[109] Operating Cash Flow Activities - Net cash used in operating activities was $215.9 million for the six months ended March 31, 2024, primarily due to an increase in real estate investments[110] - This contrasts with $21.3 million in net cash provided by operating activities in the prior year period[110] Investing Cash Flow Activities - Net cash used in investing activities was $0.8 million for the six months ended March 31, 2024, compared to $1.3 million provided in the prior year[111] Financing Cash Flow Activities - Net cash provided by financing activities was $16.9 million for the six months ended March 31, 2024, primarily from the issuance of common stock[112] - This represents a shift from $0.7 million net cash used in financing activities in the prior year period[112] Critical Accounting Policies and Estimates - There have been no material changes in the Company's critical accounting policies or estimates from those disclosed in its 2023 Annual Report on Form 10-K[113] New and Pending Accounting Pronouncements - Refer to Note 1—Basis of Presentation for information on new and pending accounting pronouncements[114] Forward-Looking Statements - This section identifies forward-looking statements and outlines various factors and uncertainties that could cause actual results to differ materially from those projected[116] - Key risk factors include the effect of D.R. Horton's controlling ownership, cyclical nature of the industry, inflation, interest rates, supply shortages, and governmental policies[117] Item 3. Quantitative and Qualitative Disclosures About Market Risk Discusses the Company's market risk exposure, primarily interest rate risk on its debt portfolio, encompassing fixed and variable rate instruments Interest Rate Risk - The Company is subject to interest rate risk on its senior debt, revolving credit facility, and other note payable, utilizing both fixed and variable rate debt[120] - Fixed rate debt includes $400 million of 3.85% senior notes (2026), $300 million of 5.0% senior notes (2028), and a $9.9 million 4.0% other note payable (2025)[121] - Variable rate debt consists of the $410 million revolving credit facility, which had no outstanding borrowings at March 31, 2024[121] Item 4. Controls and Procedures Confirms the effectiveness of disclosure controls and procedures, reporting no material changes in internal control over financial reporting during the quarter Disclosure controls and procedures - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of March 31, 2024[122] Changes in internal control over financial reporting - There were no material changes in internal control over financial reporting during the quarter ended March 31, 2024[123] PART II — OTHER INFORMATION This section provides additional information beyond financial statements, covering legal proceedings, trading plans, exhibits, and the official signature for the report Item 1. Legal Proceedings The Company is involved in ordinary course legal proceedings, with adequate reserves established, and outcomes not expected to materially affect financial position or results - The Company is involved in various legal proceedings arising in the ordinary course of business[125] - Adequate reserves have been established for probable losses, and the outcomes are not expected to materially adversely affect financial position, long-term results, or cash flows[125] Item 5. Other Information Reports no director or Section 16 officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2024 Trading Plans - No director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2024[126] Item 6. Exhibits Lists all exhibits filed with the Quarterly Report on Form 10-Q, including certifications, XBRL documents, and other agreements - The exhibits include certifications from the CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act) and various XBRL documents[128] - Other exhibits include a Separation Agreement and General Release, and a Consulting Agreement, both incorporated by reference[128] SIGNATURE Contains the signature of James D. Allen, Executive Vice President and Chief Financial Officer, certifying the report filing for Forestar Group Inc - The report is signed by James D. Allen, Executive Vice President and Chief Financial Officer, on behalf of Forestar Group Inc. on April 23, 2024[132][133][134]