BEAZER HOMES USA INC
For the period ended Dec 31, 2025. Filed Jan 29, 2026.
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Dec 31, 2025 · Filed Jan 29, 2026
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Notes to Condensed Consolidated Financial Statements
(1)Description of Business
Beazer Homes USA, Inc. (“we,” “us,” “our,” “Beazer,” “Beazer Homes” or the “Company”) is a nationally recognized homebuilder committed to building homes and communities designed to inspire sustainable and healthier living. Operating across 13 states in the West, East, and Southeast geographic regions of the United States, Beazer Homes offers a diverse portfolio of products tailored to meet the evolving needs of homebuyers that value a well-constructed and energy efficient home.
For an additional description of our business, refer to Item 1 within our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (2025 Annual Report).
(2)Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited condensed consolidated financial state ments do not include all of the information and disclosures required by GAAP for complete financial statements. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2025 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of the Company's consolidated operations presented herein for the three months ended December 31, 2025 are not necessarily indicative of the results to be expected for the full fiscal year due to seasonal variations in our operations and other factors.
Basis of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Beazer Homes USA, Inc. and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Our net (loss) income is equivalent to our comprehensive (loss) income, so we have not presented a separate statement of comprehensive (loss) income.
Our fiscal year 2026 began on October 1, 2025 and ends on September 30, 2026. Our fiscal year 2025 began on October 1, 2024 and ended on September 30, 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make informed estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Accordingly, actual results could differ from these estimates.
Share Repurchase Program
In April 2025, the Company's Board of Directors approved a share repurchase program that authorizes the Company to repurchase up to $100.0 million of its outstanding common stock. The repurchase program has no expiration date. The Company repurchased 697 thousand shares of its common stock for an aggregate$15.1 million at an average price per share of$21.72 during the three months ended December 31, 2025 through open market transactions. All shares have been retired upon repurchase. No share repurchases were made during the three months ended December 31, 2024.
The aggregate reduction to stockholders' equity related to share repurchases during the three months ended December 31, 2025 was$15.1 million. As of December 31, 2025, the remaining availability of the share repurchase program was $72.3 million.
Revenue Recognition
We recognize revenue upon the transfer of promised goods to our customers in an amount that reflects the consid eration to which we expect to be entitled by applying the process specified in Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.
The following table presents our total revenue disaggregated by revenue stream for the periods presented:
| Three Months Ended | ||
|---|---|---|
| December 31, | ||
| in thousands | 2025 | 2024 |
| Homebuilding revenue | $359,742 | $460,422 |
| Land sales and other revenue | 3,749 | 8,531 |
| Total revenue(a) | $363,491 | $468,953 |
(a) Please see Note 14 for total revenue disaggregated by reportable segment.
Homebuilding revenue
Homebuilding revenue is reported net of price concessions, including discounts on home prices, discounts on homebuilding options and option upgrades. Closing cost incentives, such as seller-paid financing or closing costs, including rate buydowns, are recognized as a cost of selling the home and are included in home construction expenses.
Homebuilding revenue is generally recognized when title to and possession of the home is transferred to the buyer at the closing date. The performance obligation to deliver the home is generally satisfied in less than one year from the original contract date. Home sale contract assets consist of cash from home closings held by title companies in escrow for our benefit, typically for less than five days, and are considered accounts receivable. Contract liabilities include customer deposits related to sold but undelivered homes and totaled $15.3 million and $14.3 million as of December 31, 2025 and September 30, 2025, respectively. Of the customer liabilities outstanding as of September 30, 2025, $7.1 million was recognized in revenue during the three months ended December 31, 2025 upon closing of the related homes.
Land sales and other revenue
Land sales revenue relates to land that does not fit within our homebuilding programs or strategic plans. Land sales typically require cash consideration on the closing date, which is generally when performance obligations are satisfied. We also provide title examinations for our homebuyers in certain markets. Revenues associated with our title operations are recognized when closing services are rendered and title insurance policies are issued, both of which generally occur as each home is closed.
Recent Accounting Pronouncements
Income Taxes. In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for our fiscal year ending September 30, 2026. Early adoption is permitted and the amendments in this update should be applied on a prospective basis. The Company is currently evaluating the impact that the adoption of ASU 2023-09 may have on our consolidated financial statements and disclosures.
Income Statement Disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of additional information about specific expense categories in the notes to the financial statements. ASU 2024-03 will be effective for our fiscal year ending September 30, 2028. Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on our consolidated financial statements and disclosures.
Credit Losses. In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows entities to use the practical expedient to estimate expected credit losses. ASU 2025-05 will be effective for our fiscal year ending September 30, 2027 and interim reporting periods within this annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2025-05 may have on our consolidated financial statements and disclosures.
Internal-Use Software. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for the costs of internal-use software by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 will be effective for our fiscal year ending September 30, 2029 and interim reporting periods within this annual reporting period. Early adoption is permitted and the amendments in this update may be applied on a retrospective, modified transition, or prospective basis. The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on our consolidated financial statements and disclosures.
(3)Supplemental Cash Flow Information
The following table presents supplemental disclosure of non-cash and cash activity as well as a reconciliation of total cash balances between the condensed consolidated balance sheets and condensed consolidated statements of cash flows for the periods presented:
| Three Months Ended | ||
|---|---|---|
| December 31, | ||
| in thousands | 2025 | 2024 |
| Supplemental disclosure of non-cash activity: | ||
| Increase in operating lease right-of-use assets(a) | $1,123 | $594 |
| Increase in operating lease liabilities(a) | $1,123 | $594 |
| Supplemental disclosure of cash activity: | ||
| Interest payments | $25,584 | $26,049 |
| Income tax payments | $— | $7 |
| Reconciliation of cash, cash equivalents, and restricted cash: | ||
| Cash and cash equivalents | $120,757 | $80,379 |
| Restricted cash | 3,592 | 39,088 |
| Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $124,349 | $119,467 |
(a)Represents leases renewed or additional leases that commenced during the three months ended December 31, 2025 and 2024.
(4)Inventory
The components of our inventory are as follows as of December 31, 2025 and September 30, 2025:
| in thousands | As of December 31, 2025 | As of September 30, 2025 |
|---|---|---|
| Homes under construction | $701,010 | $692,327 |
| Land under development | 1,090,862 | 1,065,702 |
| Land held for future development | 19,489 | 19,489 |
| Land held for sale | 73,218 | 47,368 |
| Capitalized interest | 139,678 | 131,845 |
| Model homes | 82,467 | 72,702 |
| Land not owned under option agreements | 34,042 | — |
| Total inventory | $2,140,766 | $2,029,433 |
Homes under construction include homes substantially finished and ready for delivery and homes in various stages of construction, including costs of the underlying lot, direct construction costs and capitalized indirect costs. As of December 31, 2025, we had 1,868 homes under construction, including 1,091 speculative (spec) homes totaling $411.8 million (569 in-process spec homes totaling $181.9 million, and 522 finished spec homes totaling $229.9 million). As of September 30, 2025, we had 1,800 homes under construction, including 1,078 spec homes totaling $417.4 million (577 in-process spec homes totaling $201.8 million, and 501 finished spec homes totaling $215.6 million).
Land under development consists principally of land acquisition, land development and other common costs. These land-related costs are allocated to individual lots on a pro-rata basis, and the lot costs are transferred to homes under construction when home construction begins for the respective lots. Certain of the fully developed lots in this category are reserved by a customer deposit or sales contract.
Land held for future development consists of communities for which construction and development activities are expected to occur in the future or have been idled and are stated at cost unless facts and circumstances indicate that the carrying value of the assets may not be recoverable. All applicable carrying costs, such as interest and real estate taxes, are expensed as incurred.
Land held for sale includes land and lots that do not fit within our homebuilding programs or strategic plans in certain markets, and land is classified as held for sale once certain criteria are met (refer to Note 2 to the consolidated financial statements within our 2025 Annual Report). These assets are recorded at the lower of the carrying value or fair value less cost to sell.
The amount of interest we are able to capitalize depends on our qualified inventory balance, which considers the status of our inventory holdings. Our qualified inventory balance includes the majority of our homes under construction and land under development but excludes land held for future development and land held for sale (see Note 5 for additional information on capitalized interest).
Land not owned under option agreements includes the remaining contractual purchase price for certain land and lot option agreements that we account for as financing arrangements pursuant to ASC Subtopic 470-40, Product Financing Arrangements, which occurs when we are economically compelled to exercise the option and purchase the land, even though the Company has no direct obligation to pay these future amounts. For these contracts, the remaining purchase price is recorded within land not owned under option agreements with a corresponding liability recorded within obligations related to land not owned under option agreements within other liabilities on our condensed consolidated balance sheet.
Total inventory by reportable segment and Corporate and unallocated is presented in the table below as of December 31, 2025 and September 30, 2025:
| in thousands | Projects inProgress(a) | Land Held for Future Development | Land Held for Sale | TotalInventory |
|---|---|---|---|---|
| West | $969,564 | $3,483 | $55,828 | $1,028,875 |
| East | 398,335 | 10,888 | 12,127 | 421,350 |
| Southeast | 455,253 | 5,118 | 5,263 | 465,634 |
| Corporate and unallocated(b) | 224,907 | — | — | 224,907 |
| Total | $2,048,059 | $19,489 | $73,218 | $2,140,766 |
| West | $944,601 | $3,483 | $29,052 | $977,136 |
| East | 387,954 | 10,888 | 16,086 | 414,928 |
| Southeast | 418,497 | 5,118 | 2,230 | 425,845 |
| Corporate and unallocated(b) | 211,524 | — | — | 211,524 |
| Total | $1,962,576 | $19,489 | $47,368 | $2,029,433 |
(a)Projects in progress include homes under construction, land under development, capitalized interest, model homes, and land not owned under option agreements categories from the preceding table.
(b)Projects in progress amount include capitalized interest and indirect costs that are maintained within Corporate and unallocated.
Inventory Impairments
Inventory assets are assessed for recoverability periodically in accordance with the policies described in Notes 2 and 4 to the consolidated financial statements within our 2025 Annual Report.
The following table presents, by reportable segment and Corporate and unallocated, our total impairment and abandonment charges for the periods presented:
| Three Months Ended December 31, | ||
|---|---|---|
| in thousands | 2025 | 2024 |
| Land Held for Sale: | ||
| West | $45 | $— |
| East | 878 | — |
| Corporate and unallocated(a) | 122 | — |
| Total impairment charges on land held for sale | 1,045 | — |
| Abandonments: | ||
| West | 1,304 | — |
| East | 21 | — |
| Total abandonments charges | 1,325 | — |
| Total impairment and abandonment charges | $2,370 | $— |
(a)Amount represents capitalized interest and indirects balance that was impaired. Capitalized interest and indirects are maintained within Corporate and unallocated.
Projects in Progress Impairments
Projects in progress inventory include homes under construction and land under development grouped together as communities. Projects in progress are stated at cost unless facts and circumstances indicate that the carrying value of the assets may not be recoverable.
We assess our projects in progress inventory for indicators of impairment at the community level on a quarterly basis. If indicators of impairment are present for a community with more thanten homes remaining to close, we perform a recoverability test by comparing the expected undiscounted cash flows for the community to its carrying value. If the aggregate undiscounted cash flows are in excess of the carrying value, the asset is considered to be recoverable and is not impaired. If the carrying value exceeds the aggregate undiscounted cash flows, we perform a discounted cash flow analysis to determine the fair value of the community, and impairment charges are recorded if the fair value of the community's inventory is less than its carrying value.
No projects in progress impairments were recognized during the three months ended December 31, 2025 and 2024.
Land Held for Sale Impairments
We evaluate the fair value less cost to sell of a land held for sale asset when indicators of impairment are present. Impairments on land held for sale generally represent write downs of these properties from their carrying values to estimated fair value less cost to sell based on executed sales contracts, current sales prices for comparable assets in the area, recent market analysis studies, appraisals, recent legitimate offers and listing prices of similar properties, as applicable. Absent an executed sales contract, our assumptions related to land sales prices are based on factors known to us at the time such estimates are made and require significant judgment because the real estate market is highly sensitive to changes in economic conditions, and our estimates of sale prices could differ significantly from actual results.
During the three months ended December 31, 2025, we recognized$1.0 million land held for sale impairment charges related totwo communities in our West and East segments. Estimated fair value less cost to sell of the land held for sale assets at the time of impairment was $14.0 million. The fair values of land held for sale assets are determined using Level 3 unobservable inputs. No land held for sale impairments were recognized during the three months ended December 31, 2024.
Abandonments
From time to time, we may determine to abandon lots or not exercise certain option agreements that are not projected to produce adequate results or no longer fit with our long-term strategic plan. Additionally, in certain limited instances, we are forced to abandon lots due to seller non-performance, permitting or other regulatory issues that do not allow us to build on those lots. If we intend to no longer pursue the purchase ofproperty, we record an abandonment charge to earnings for the non-refundable deposit amount and any related capitalized costs in the period such decision is made.
During the three months ended December 31, 2025, we recognized$1.3 million of abandonment charges. No abandonment charges were recognized during the three months ended December 31, 2024. As we grow our business in the years ahead, the dollar value of abandonment charges may also grow.
Lot Option Agreements
In addition to purchasing land directly, we utilize lot option agreements that enable us to defer acquiring portions of properties owned by third parties and unconsolidated entities until we have determined whether to exercise our lot option. The majority of our lot option agreements require a non-refundable cash deposit or issuance of an irrevocable letter of credit or surety bond based on a percentage of the purchase price of the land for the right to acquire lots during a specified period at a specified price. Purchase of the properties under these agreements is contingent upon satisfaction of certain requirements by us and the sellers. Under lot option agreements, our liability is generally limited to forfeiture of the non-refundable deposits, letters of credit or surety bonds, and other non-refundable amounts incurred. If the Company cancels a lot option agreement, the cancellation would result in a write-off of the related deposits and pre-acquisition costs but would not expose the Company to the overall risks or losses of the applicable entity we are purchasing from. We expect to exercise, subject to market conditions and seller satisfaction of contract terms, most of our remaining option agreements. Various factors, some of which are beyond our control, such as market conditions, weather conditions, and the timing of the completion of development activities, will have a significant impact on the timing of option exercises or whether lot options will be exercised at all.
The following table provides a summary of our interests in lot option agreements as of December 31, 2025 and September 30, 2025:
| As of December 31, 2025 | As of September 30, 2025 | |
|---|---|---|
| in thousands | ||
| Deposits and non-refundable pre-acquisition costs incurred(a) | $353,903 | $333,435 |
| Remaining purchase price if lot option agreements are exercised | $1,601,201 | $1,610,171 |
(a)Amount is included as a component of land under development and land not owned under option agreements within our inventory in the condensed consolidated balance sheets.
(5)Interest
Interest capitalized during the three months ended December 31, 2025 and 2024 was based upon the balance of inventory eligible for capitalization. The following table presents certain information regarding interest for the periods presented:
| Three Months Ended December 31, | ||
|---|---|---|
| in thousands | 2025 | 2024 |
| Capitalized interest in inventory, beginning of period | $131,845 | $124,182 |
| Interest incurred | 19,756 | 20,161 |
| Capitalized interest impaired | (66) | — |
| Capitalized interest amortized to home construction and land sales expenses(a) | (11,857) | (13,910) |
| Capitalized interest in inventory, end of period | $139,678 | $130,433 |
(a) Capitalized interest amortized to home construction and land sales expenses varies based on the number of homes closed during the period and land sales, if any, as well as other factors.
(6)Borrowings
The Company's debt, net of unamortized debt issuance costs consisted of the following as of December 31, 2025 and September 30, 2025:
| in thousands | Maturity Date | December 31, 2025 | September 30, 2025 |
|---|---|---|---|
| 5.875% Senior Notes (2027 Notes) | October 2027 | $357,255 | $357,255 |
| 7.250% Senior Notes (2029 Notes) | October 2029 | 350,000 | 350,000 |
| 7.500% Senior Notes (2031 Notes) | March 2031 | 250,000 | 250,000 |
| Unamortized debt issuance costs | (6,187) | (6,611) | |
| Total Senior Notes, net | 951,068 | 950,644 | |
| Junior Subordinated Notes (net of unamortized accretion of $21,786 and $22,303, respectively) | July 2036 | 78,987 | 78,470 |
| Senior Unsecured Revolving Credit Facility | March 2028 | 95,000 | — |
| Total debt, net | $1,125,055 | $1,029,114 |
Senior Unsecured Revolving Credit Facility
The Senior Unsecured Revolving Credit Facility (Unsecured Facility) with J.P. Morgan Chase Bank, N.A., as administrative agent, and the participating lenders, was most recently amended on January 13, 2026. The Unsecured Facility provides working capital and letter of credit capacity. The $365.0 million borrowing capacity includes a letter of credit facility of up to $100.0 million. The Company also will have the right from time to time to request to increase the size of the commitments under the Unsecured Facility by up to $35.0 million for a maximum of $400.0 million. The Unsecured Facility terminates on March 15, 2028 (Termination Date), and the Company may borrow, repay, and reborrow amounts under the Unsecured Facility until the Termination Date.
Borrowings under the Unsecured Facility bear interest, at our option, at either (i) a secured overnight financing rate (SOFR) plus an applicable margin ranging from 2.35% to 3.10% per annum or (ii) an alternate base rate (ABR) plus an applicable margin ranging from 1.35% to 2.10% per annum. Commitment fees on the unused portion of the facility range from 0.25% to 0.40% per annum. The applicable margin and the commitment fees vary based on the Company's leverage ratio, as defined under the Unsecured Facility.
Substantially all of the Company's significant subsidiaries are full and unconditional guarantors of the Unsecured Facility and are jointly and severally liable for obligations under the Unsecured Facility. For additional discussion of the Unsecured Facility, refer to Note 7 to the consolidated financial statements within our 2025 Annual Report.
As of December 31, 2025, we had $95.0 million in borrowings and$48.1 million in letters of credit outstanding under the Unsecured Facility, resulting in a remaining capacity of$221.9 million. The weighted-average interest rate on outstanding borrowings as of December 31, 2025 was 8.70%. The Unsecured Facility requires compliance with certain covenants, including affirmative covenants, negative covenants and financial covenants. As of December 31, 2025, the Company believes it was in compliance with all such covenants.
Senior Notes
The Company's senior notes (Senior Notes) are unsecured obligations that rank equally in right of payment with all existing and future senior unsecured obligations, senior to all of the Company's existing and future subordinated indebtedness, and effectively subordinated to the Company's future secured indebtedness, to the extent of the value of the assets securing such indebtedness. Substantially all of the Company's significant subsidiaries are full and unconditional guarantors of the Senior Notes and are jointly and severally liable for obligations under the Senior Notes. Each guarantor subsidiary is a wholly owned subsidiary of Beazer Homes. The Senior Notes and related guarantees are structurally subordinated to all indebtedness and other liabilities of all of the Company's subsidiaries that do not guarantee these notes.
The Company's Senior Notes are issued under indentures that contain certain restrictive covenants which, among other things, restrict our ability to pay dividends, repurchase our common stock, incur certain types of additional indebtedness, and make certain investments. Compliance with the Senior Note covenants does not significantly impact the Company's operations. The Company believes it was in compliance with the covenants contained in the indentures of all of its Senior Notes as of December 31, 2025.
No debt repurchases were made during the three months ended December 31, 2025 and 2024.
For additional redemption features, refer to the table below that summarizes the redemption terms of our Senior Notes:
| Senior Note Description | Issuance Date | Maturity Date | Redemption Terms | |
|---|---|---|---|---|
| 5.875% Senior Notes | October 2017 | October 2027 | Callable at any time prior to October 15, 2022, in whole or in part, at a redemption price equal to 100.000% of the principal amount, plus a customary make-whole premium; on or after October 15, 2022, callable at a redemption price equal to 102.938% of the principal amount; on or after October 15, 2023, callable at a redemption price equal to 101.958% of the principal amount; on or after October 15, 2024, callable at a redemption price equal to 100.979% of the principal amount; on or after October 15, 2025, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest. | |
| 7.250% Senior Notes | September 2019 | October 2029 | Callable at any time prior to October 15, 2024, in whole or in part, at a redemption price equal to 100.000% of the principal amount, plus a customary make-whole premium; on or after October 15, 2024, callable at a redemption price equal to 103.625% of the principal amount; on or after October 15, 2025, callable at a redemption price equal to 102.417% of the principal amount; on or after October 15, 2026, callable at a redemption price equal to 101.208% of the principal amount; on or after October 15, 2027, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest. | |
| 7.500% Senior Notes | March 2024 | March 2031 | On or prior to March 15, 2027, we may redeem up to 35% of the aggregate principal amount of the 2031 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 107.500% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided at least 65% of the aggregate principal amount of the 2031 Notes originally issued remains outstanding immediately after such redemption. | |
| Callable at any time prior to March 15, 2027, in whole or in part, at a redemption price equal to 100.000% of the principal amount, plus a customary make-whole premium; on or after March 15, 2027, callable at a redemption price equal to 103.750% of the principal amount; on or after March 15, 2028, callable at a redemption price equal to 101.875% of the principal amount; on or after March 15, 2029, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest. | ||||
Junior Subordinated Notes
The Company's unsecured junior subordinated notes (Junior Subordinated Notes) mature on July 30, 2036 and have an aggregate principal balance of $100.8 million as of December 31, 2025. The securities have a floating interest rate as defined in the Junior Subordinated Notes Indentures, which was a weighted-average of 6.55% as of December 31, 2025. The obligations relating to these notes are subordinated to the Unsecured Facility and the Senior Notes. In January 2010, the Company restructured $75.0 million of these notes (Restructured Notes) and recorded them at their then estimated fair value. Over the remaining life of the Restructured Notes, we will increase their carrying value until this carrying value equals the face value of the notes. As of December 31, 2025, the unamortized accretion was $21.8 million and will be amortized over the remaining life of the Restructured Notes. The remaining $25.8 million of the Junior Subordinated Notes are subject to the terms of the original agreement, have a floating interest rate equal to a three-month SOFR plus 2.71% per annum, resetting quarterly, and are redeemable in whole or in part at par value. The material terms of the $75.0 million Restructured Notes are identical to the terms of the original agreement except that the floating interest rate is subject to a floor of 4.25% and a cap of 9.25%. In addition, beginning on June 1, 2012, the Company has the option to redeem the $75.0 million principal balance in whole or in part at 75% of par value, and beginning on June 1, 2022, the redemption price has increased by 1.785% annually. As of December 31, 2025, the Company believes it was in compliance with all covenants under the Junior Subordinated Notes.
(7)Operating Leases
The Company leases certain office space and equipment under operating leases for use in our operations. We recognize operating lease expense on a straight-line basis over the lease term. Some of our lease agreements include one or more options to renew. The exercise of lease renewal options is generally at our discretion. Variable lease expense primarily relates to maintenance and other monthly expenses that do not depend on an index or rate.
We determine if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component for all leases. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if we determine it is reasonably certain that the option will be exercised. As our leases do not provide an implicit rate, the discount rate used in the present value calculation represents our incremental borrowing rate determined using information available at the commencement date.
Operating lease expense is included as a component of general and administrative expenses in our condensed consolidated statements of operations. Sublease income and variable lease expenses are de minimis. The following table presents operating lease expense and cash payments on lease liabilities for the periods presented:
| Three Months Ended December 31, | ||
|---|---|---|
| in thousands | 2025 | 2024 |
| Operating lease expense | $3,433 | $1,163 |
| Cash payments on lease liabilities | $1,900 | $1,113 |
At December 31, 2025 and 2024, the weighted-average remaining lease term and discount rate were as follows:
| As of December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted-average remaining lease term | 5.0 years | 6.5 years |
| Weighted-average discount rate | 4.84% | 6.30% |
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2025:
| Fiscal Years Ending September 30, | |
|---|---|
| in thousands | |
| 2026(a) | $6,613 |
| 2027 | 7,298 |
| 2028 | 4,965 |
| 2029 | 4,137 |
| 2030 | 3,307 |
| Thereafter | 5,758 |
| Total lease payments(b) | 32,078 |
| Less: imputed interest | 4,985 |
| Total operating lease liabilities | $27,093 |
(a)Remaining lease payments are for the period beginning January 1, 2026 through September 30, 2026.
(8)Contingencies
Beazer Homes and certain of its subsidiaries have been and continue to be named as defendants in various construction defect claims, complaints, and other legal actions. The Company is subject to the possibility of loss contingencies related to these alleged defects as well as others arising from its business. In determining loss contingencies, we consider the likelihood of loss and our ability to reasonably estimate the amount of such loss. An estimated loss is recorded in other liabilities on the condensed consolidated balance sheets when it is considered probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Warranty Reserves
We currently provide a limited warranty ranging fromone totwo years covering workmanship and materials per our defined quality standards. In addition, we provide a limited warranty for up toten years covering certain defined structural element failures.
Warranty reserves are included in other liabilities within the consolidated balance sheets, and the provision for warranty accruals is included in home construction expenses in the consolidated statements of operations. Reserves covering anticipated warranty expenses are recorded for each home closed, which are a function of the number of home closings in the period, the selling prices of the homes closed and the rates of accrual per home estimated as a percentage of the selling price of the home. Management assesses the adequacy of warranty reserves each reporting period based on historical experience and the expected costs to remediate potential claims. Our review includes a quarterly analysis of the historical data and trends in warranty expense by division. An analysis by division allows us to consider market specific factors such as warranty experience, the number of home closings, the selling prices of homes, product mix, and other data in estimating warranty reserves. In addition, the analysis also contemplates the existence of any non-recurring or community-specific warranty-related matters that might not be included in historical data and trends that may need to be separately estimated based on management's judgment of the ultimate cost of repair for that specific issue. While estimated warranty liabilities are adjusted each reporting period based on the results of our quarterly analyses, we may not accurately predict actual warranty costs, which could lead to significant changes in the reserve.
Changes in warranty reserves are as follows for the periods presented:
| Three Months Ended | ||
|---|---|---|
| December 31, | ||
| in thousands | 2025 | 2024 |
| Balance at beginning of period | $13,564 | $12,717 |
| Warranty provision | 1,798 | 1,693 |
| Warranty expenditures | (3,462) | (2,405) |
| Balance at end of period | $11,900 | $12,005 |
Our homebuilding work is performed by subcontractors who typically must agree to indemnify us with regard to their work and provide certificates of insurance demonstrating that they have met our insurance requirements and have named us as an additional insured under their policies. Therefore, many claims relating to workmanship and materials that result in warranty spending are the primary responsibility of these subcontractors. In addition, we maintain third-party insurance policies that provide for the reimbursement of certain warranty costs incurred in the normal course of business, subject to applicable self-insured retentions. Amounts recorded for anticipated insurance and other third-party recoveries are reflected within the consolidated statements of operations as a reduction to home construction expense, if applicable. Anticipated recoveries not yet received from our insurer or other third-parties are recorded within accounts receivable on our consolidated balance sheets, if applicable.
We believe that our warranty and litigation accruals and third-party insurance are adequate to cover the ultimate resolution of our potential liabilities associated with known and anticipated warranty and construction-defect related claims and litigation. However, there can be no assurance that the terms and limitations of the limited warranty will be effective against claims made by homebuyers; that we will be able to renew our insurance coverage or renew it at reasonable rates; that we will not be liable for damages, the cost of repairs, and/or the expense of litigation surrounding possible construction defects, soil subsidence, or building related claims; or that claims will not arise out of events or circumstances not covered by insurance and/or not subject to effective indemnification agreements with our subcontractors.
Litigation
In the normal course of business, we and certain of our subsidiaries are subject to various lawsuits and have been named as defendants in various claims, complaints, and other legal actions, most relating to construction defects, moisture intrusion, and product liability. Certain of the liabilities resulting from these actions are covered in whole or in part by insurance. We cannot predict or determine the timing or final outcome of these lawsuits or the effect that any adverse findings or determinations in pending lawsuits may have on us. In addition, an estimate of possible loss or range of loss, if any, cannot presently be made with respect to certain of these pending matters. An unfavorable determination in pending lawsuits could result in the payment by us of substantial monetary damages that may not be fully covered by insurance. Further, the legal costs associated with the lawsuits and the amount of time required to be spent by management and our Board of Directors on these matters, even if we are ultimately successful, could have a material adverse effect on our financial condition, results of operations, or cash flows.
We have an accrual of $25.9 million and $9.9 million in other liabilities on our condensed consolidated balance sheets related to litigation matters as of December 31, 2025 and September 30, 2025, respectively. A portion of our total litigation accrual as of December 31, 2025 relates to an ongoing litigation with a homeowners’ association for which the Company anticipates entering into a confidential written settlement agreement with the counterparties in the second fiscal quarter of 2026. The Company is pursuing recovery from implicated subcontractors and other parties for defense costs and settlement amounts payable by the Company.
Surety Bonds and Letters of Credit
We had outstanding letters of credit, surety bonds, and surety-backed letters of credit of $52.7 million, $319.6 million, and $4.6 million, respectively, as of December 31, 2025, related principally to our obligations to local governments to construct roads and other improvements in various developments.
(9)Fair Value Measurements
As of the dates presented, we had assets on our condensed consolidated balance sheets that were required to be measured at fair value on a recurring or non-recurring basis. We use a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly through corroboration with market data; and
Level 3 – Unobservable inputs that reflect our own estimates about the assumptions market participants would use in pricing the asset or liability.
Certain of our assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate that the carrying value of these assets may not be recoverable. We review our long-lived assets, including inventory, for recoverability when factors indicate an impairment may exist, but no less than quarterly. The fair value of assets deemed to be impaired is determined based upon the type of asset being evaluated. The fair value of our inventory assets, when required to be calculated, is further discussed within Note 4. Due to the substantial use of unobservable inputs in valuing the assets on a non-recurring basis, they are classified within Level 3.
Determining within which hierarchical level an asset or liability falls requires significant judgment. We evaluate our hierarchy disclosures each quarter. The following table presents the period-end balances of assets measured at fair value on a recurring basis for each hierarchy level:
| in thousands | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Deferred compensation plan assets(a) | $8,994 | $— | $— | $8,994 |
| Deferred compensation plan assets(a) | $8,661 | $— | $— | $8,661 |
(a)Amount is included in other assets within the condensed consolidated balance sheets.
The fair value of cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, other liabilities, and amounts due under the Unsecured Facility (if outstanding) approximate their carrying amounts due to the short maturity of these assets and liabilities. When outstanding, obligations related to land not owned under option agreements approximate fair value.
The following table presents the carrying value and estimated fair value of certain other financial liabilities as of December 31, 2025 and September 30, 2025:
| As of December 31, 2025 | As of September 30, 2025 | |||
|---|---|---|---|---|
| in thousands | CarryingAmount | Fair Value | CarryingAmount | Fair Value |
| Financial liabilities(a) | ||||
| Senior Notes(b) | $951,068 | $970,669 | $950,644 | $968,634 |
| Junior Subordinated Notes(c) | 78,987 | 78,987 | 78,470 | 78,470 |
| Total financial liabilities | $1,030,055 | $1,049,656 | $1,029,114 | $1,047,104 |
(a)Carrying amounts for financial liabilities are net of unamortized debt issuance costs or accretion.
(b)The estimated fair value of our publicly-held Senior Notes has been determined using quoted market rates (Level 2).
(c) Since there is no trading market for our Junior Subordinated Notes, the fair value of these notes is estimated by discounting scheduled cash flows through maturity (Level 3). The discount rate is estimated using market rates currently being offered on loans with similar terms and credit quality. Judgment is required in interpreting market data to develop these estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a current market exchange.
(10)Income Taxes
Income Tax Provision
The Company's income tax provision for quarterly interim periods is based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items. Our income tax expense or benefit is not always directly correlated to the amount of pre-tax income or loss for the associated period due to a variety of factors, including, but not limited to, the impact of tax credits and permanent differences. We recognized income tax expense of $1.5 million for the three months ended December 31, 2025, compared to income tax expense of $36.0 thousand for the three months ended December 31, 2024. Income tax expense for the three months ended December 31, 2025 was primarily driven byen ergy efficiency tax credits generated from expected closings during the current fiscal year, a discrete tax benefit from tax credits related to prior year activities, and stock-based compensation activity in the period, partially offset by the operating loss, and permanent differences. Income tax expense for the three months ended December 31, 2024 was primarily driven by income tax expense on earnings from operations and permanent differences, partially offset by energy efficiency tax credits generated from expected closings during the current fiscal year, and stock-based compensation activity in the period.
Deferred Tax Assets and Liabilities
The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As of December 31, 2025, management concluded that it is more likely than not that all of our federal and certain state deferred tax assets will be realized. As part of our analysis, we considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of our deferred tax assets that may be realized in the future. At this time, our conclusions on the valuation allowance and Internal Revenue Code Section 382 and Section 383 limitations related to our deferred tax assets remain consistent with the determinations we made during the period ended September 30, 2025, and such conclusions are based on similar company specific and industry factors to those discussed in Note 12 to the consolidated financial statements within our 2025 Annual Report.
(11)Stock-Based Compensation
Stock-based compensation expense is included in general and administrative expenses in our condensed consolidated statements of operations. The following table presents a summary of stock-based compensation expense related to stock options and restricted stock awards for the periods presented:
| Three Months Ended | ||
|---|---|---|
| December 31, | ||
| in thousands | 2025 | 2024 |
| Stock-based compensation expense | $1,554 | $1,913 |
Stock Options
Following is a summary of stock option activity for the three months ended December 31, 2025:
| Three Months Ended | ||
|---|---|---|
| December 31, 2025 | ||
| Shares | Weighted AverageExercise Price | |
| Outstanding at beginning of period | 1,642 | $23.14 |
| Granted | 20,769 | 22.92 |
| Outstanding at end of period | 22,411 | 22.93 |
| Exercisable at end of period | 100 | $27.98 |
As of December 31, 2025 and September 30, 2025, total unrecognized compensation cost related to unvested stock options was $0.2 million and $13 thousand, respectively. The remaining cost as of December 31, 2025 is expected to be recognized over a weighted average period of 2.8 years.
Restricted Stock Awards
During the three months ended December 31, 2025, the Company issued time-based and performance-based restricted stock awards. The time-based restricted shares granted to our non-employee directors vest on the first anniversary of the grant, while the time-based restricted shares granted to our executive officers and other employees generally vest ratably over three years from the date of grant. Performance-based restricted share awards vest subject to the achievement of performance and market conditions over athree-year performance period.
Following is a summary of restricted stock activity for the three months ended December 31, 2025:
| Three Months Ended December 31, 2025 | |||
|---|---|---|---|
| Performance-Based Restricted Shares | Time-Based Restricted Shares | Total Restricted Shares | |
| Beginning of period | 307,097 | 402,025 | 709,122 |
| Granted | 174,243 | 388,707 | 562,950 |
| Vested | (140,035) | (218,869) | (358,904) |
| Forfeited(a) | (4,624) | (2,116) | (6,740) |
| End of period | 336,681 | 569,747 | 906,428 |
(a)Each of our performance shares represent a contingent right to receiveone share of the Company's common stock if vesting is satisfied at the end of thethree-year performance period. Our performance stock award plans provide that any performance shares earned in excess of the target number of performance shares issued may be settled in cash or additional shares at the discretion of the Human Capital Committee. We have no current plans to settle any additional performance-based restricted shares in the future in cash. During November 2025,3,599 of the 143,634 performance-based shares issued under the fiscal 2023 performance-based award plan were forfeited by the holders of the awards based on the performance level achieved under the terms of the plan.
As of December 31, 2025 and September 30, 2025, total unrecognized compensation costs related to unvested restricted stock awards were $17.2 millionand$9.1 million, respectively. The costs remaining as of December 31, 2025 are expected to be recognized over a weighted average period of 2.3 years.
(12)Earnings Per Share
Basic (loss) income per share is calculated by dividing net (loss) income by the weighted-average number of shares outstanding during the period. Diluted (loss) income per share adjusts the basic (loss) income per share for the effects of any potentially dilutive securities in periods in which the Company has net income and such effects are dilutive under the treasury stock method.
Following is a summary of the components of basic and diluted (loss) income per share for the periods presented:
| Three Months Ended December 31, | ||
|---|---|---|
| in thousands (except per share data) | 2025 | 2024 |
| Numerator: | ||
| Net (loss) income | $(32,597) | $3,130 |
| Denominator: | ||
| Basic weighted-average shares | 28,928 | 30,426 |
| Dilutive effect of restricted stock awards | — | 366 |
| Dilutive effect of stock options | — | 8 |
| Diluted weighted-average shares(a) | $28,928 | $30,800 |
| (Loss) income per share: | ||
| Basic | $(1.13) | $0.10 |
| Diluted | $(1.13) | $0.10 |
(a) The following potentially dilutive shares were excluded from the calculation of diluted (loss) income per share as a result of their anti-dilutive effect. Due to the reported net loss for the three months ended December 31, 2025, all common stock equivalents were excluded from the computation of diluted loss per share for that respective quarter because inclusion would have resulted in anti-dilution.
| Three Months Ended December 31, | ||
|---|---|---|
| in thousands | 2025 | 2024 |
| Stock options | 22 | — |
| Time-based restricted stock | 337 | — |
| Performance-based restricted stock | 570 | 2 |
(13)Other Liabilities
Other liabilities include the following as of December 31, 2025 and September 30, 2025:
| in thousands | As of December 31, 2025 | As of September 30, 2025 |
|---|---|---|
| Accrued compensations and benefits | $19,325 | $43,793 |
| Customer deposits | 15,272 | 14,260 |
| Accrued interest | 16,251 | 23,211 |
| Warranty reserves | 11,900 | 13,564 |
| Litigation accruals | 25,881 | 9,930 |
| Income tax liabilities | 870 | 32 |
| Obligations related to land not owned under option agreements | 28,069 | — |
| Other | 49,600 | 55,655 |
| Total | $167,168 | $160,445 |
(14)Segment Information
Per ASC Topic 280, Segment Reporting(ASC 280), an operating segment is defined as a component of an enterprise that engages in business activities from which it earns revenues and incur expenses and has discrete financial information available that is reviewed regularly by the Company's chief operating decision maker (CODM) to evaluate performance, make operating decisions, and determine how to allocate resources. We have identified each homebuilding component as an operating segment because each homebuilding component is engaged in development, design, construction, marketing, and sale of homes as well as land and lot sales, and provides title examinations for our homebuyers in certain markets. In accordance with the aggregation criteria defined in ASC 280, we aggregate our homebuilding operating segments into reportable segments based on similar long-term economic characteristics and geographical proximity.
We currently operate in 13 states that are grouped into three reportable segments as follows:
West: Arizona, California, Nevada, and Texas
East: Delaware, Indiana, Maryland, Tennessee, and Virginia
Southeast: Florida, Georgia, North Carolina, and South Carolina
Our Corporate and unallocated component includes amortization of capitalized interest, capitalization and amortization of indirect costs, impairment of capitalized interest and capitalized indirect costs, expenses for various shared services functions that benefit all segments but are not allocated, including information technology, treasury, corporate finance, legal, branding and national marketing, and certain other amounts that are not allocated to our operating segments.
The Company's CODM is the Chief Executive Officer. The CODM is regularly provided with the operating results of individual operating segments which comprise our reportable segments. Segment performance is evaluated, and resources are allocated primarily based on segment operating income (loss), which also plays a central role in the Company's forecasting process. In addition, the CODM considers forecast-to-actual variances when determining the allocation of operating and capital resources across segments. The accounting policies of our segments are those described in Note 2 to the consolidated financial statements within our 2025 Annual Report.
The following tables provide financial information about our reportable segments and Corporate and unallocated component for the periods presented:
| Three Months Ended December 31, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in thousands · West · East · Southeast · Reportable Segment Subtotal · Corporate and unallocated · Total | ||||||||||
| Revenue | $223,504 | $93,459 | $46,528 | $363,491 | $— | $363,491 | ||||
| Home construction and land sale expenses | 192,178 | 79,519 | 39,705 | 311,402 | 12,515 | 323,917 | ||||
| Inventory impairments and abandonments | 1,349 | 899 | — | 2,248 | 122 | 2,370 | ||||
| Commissions | 7,723 | 2,597 | 1,696 | 12,016 | — | 12,016 | ||||
| Sales and marketing | 8,714 | 3,137 | 2,152 | 14,003 | 5,274 | 19,277 | ||||
| Other general and administrative expenses | 7,561 | 3,299 | 2,567 | 13,427 | 20,285 | 33,712 | ||||
| Depreciation and amortization | 1,798 | 475 | 396 | 2,669 | 1,373 | 4,042 | ||||
| Operating income (loss) | $4,181 | $3,533 | $12 | $7,726 | $(39,569) | $(31,843) | ||||
| Other income, net | 778 | |||||||||
| Loss before income taxes | $(31,065) | |||||||||
| Total assets(a) | $1,096,705 | $451,228 | $501,643 | $2,049,576 | $590,137 | $2,639,713 | ||||
| Three Months Ended December 31, 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in thousands · West · East · Southeast · Reportable Segment Subtotal · Corporate and unallocated · Total | ||||||||||
| Revenue | $298,916 | $109,882 | $60,155 | $468,953 | $— | $468,953 | ||||
| Home construction and land sale expenses | 243,909 | 93,215 | 50,392 | 387,516 | 9,359 | 396,875 | ||||
| Commissions | 10,562 | 3,420 | 2,131 | 16,113 | — | 16,113 | ||||
| Sales and marketing | 7,246 | 2,683 | 1,999 | 11,928 | 2,985 | 14,913 | ||||
| Other general and administrative expenses | 7,594 | 3,436 | 2,714 | 13,744 | 21,115 | 34,859 | ||||
| Depreciation and amortization | 2,191 | 456 | 298 | 2,945 | 1,110 | 4,055 | ||||
| Operating income (loss) | $27,414 | $6,672 | $2,621 | $36,707 | $(34,569) | $2,138 | ||||
| Other income, net | 1,028 | |||||||||
| Income before income taxes | $3,166 | |||||||||
| Total assets(a) | $1,178,094 | $485,806 | $422,187 | $2,086,087 | $514,441 | $2,600,528 | ||||
(a)Total assets at Corporate and unallocated include cash and cash equivalents, restricted cash, deferred taxes, capitalized interest and indirect costs, and other items that are not allocated to the segments.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (Form 10-Q), as well as some statements by us in periodic press releases and other public disclosures and some oral statements by us to analysts, stockholders and others during presentations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent our expectations or beliefs concerning future events or results, and it is possible that such events or results described in this Form 10-Q will not occur or be achieved. These forward-looking statements can generally be identified by the use of statements that include words such as "outlook," "may," "will," "strategy," "believe," "expect," "anticipate," "inspires," "intend," "plan," "foresee," "likely," "goal," "target," "estimate," "should," "project," "initial" or other similar words or phrases.
These forward-looking statements involve risks, uncertainties and other factors, many of which are outside of our control, that could cause actual events or results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this Form 10-Q in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Additional information about factors that could lead to material changes is contained in Part I, Item 1A— Risk Factors of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. These factors are not intended to be an all-inclusive list of risks and uncertainties that may affect the operations, performance, development and results of our business, but instead are the risks that we currently perceive as potentially being material. Such factors may include:
macroeconomic uncertainty, including high levels of inflation, elevated interest rates and insurance costs, stock market volatility, enhanced and/or altered government regulation resulting from legislation and/or executive orders, and historic changes in U.S. trade policy, negatively impacting consumer sentiment and softening demand for the homes we sell;
elevated mortgage interest rates for prolonged periods, as well as further increases to, and reduced availability of, mortgage financing;
supply chain challenges (including as a result of U.S. trade policies and retaliatory responses from other countries) negatively impacting our homebuilding production, including shortages of raw materials and other critical components such as windows, doors, and appliances;
our ability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them;
inaccurate estimates related to homes to be delivered in the future (backlog), as they are subject to various cancellation risks that cannot be fully controlled;
factors affecting margins, such as adjustments to home pricing, increased sales incentives and mortgage rate buy down programs in order to remain competitive;
decreased revenues;
decreased land values underlying land option agreements;
increased land development costs in communities under development or delays or difficulties in implementing initiatives to reduce our cycle times and production and overhead cost structures;
not being able to pass on cost increases (including cost increases due to increasing the energy efficiency of our homes) through pricing increases;
the availability and cost of land and the risks associated with the future value of our inventory, including impairments and abandonment charges;
our ability to raise debt and/or equity capital, due to factors such as limitations in the capital markets (including market volatility), adverse credit market conditions and financial institution disruptions, and our ability to otherwise meet our ongoing liquidity needs (which could cause us to fail to meet the terms of our covenants and other requirements under our various debt instruments and therefore trigger an acceleration of a significant portion or all of our outstanding debt obligations), including the impact of any downgrades of our credit ratings or reduction in our liquidity levels;
market perceptions regarding any capital raising initiatives we may undertake (including future issuances of equity or debt capital);
inefficient or ineffective allocation of capital, including with respect to planned share repurchases;
market conditions and other factors outside our control that adversely impact our ability to execute on our planned share repurchases;
changes in tax laws, such as the One Big Beautiful Bill Act (OBBBA), or otherwise regarding the deductibility of mortgage interest expenses and real estate taxes, including those resulting from regulatory guidance and interpretations issued with respect thereto, such as the IRS's guidance regarding heightened qualification requirements for federal credits for building energy-efficient homes;
increased competition or delays in reacting to changing consumer preferences in home design;
natural disasters, severe weather, or other related events that could result in delays in land development or home construction, increase our costs or decrease demand in the impacted areas;
shortages of or increased costs for labor used in housing production, including as a result of federal or state legislation, and/or enforcement, and the level of quality and craftsmanship provided by such labor;
terrorist acts, protests and civil unrest, political uncertainty, acts of war or other factors over which the Company has no control, such as the conflict between Russia and Ukraine, the instability and tension in Gaza, and other instabilities and tensions in the Middle East;
the potential recoverability of our deferred tax assets;
potential delays or increased costs in obtaining necessary permits as a result of changes to, or complying with, laws, regulations or governmental policies, and possible penalties for failure to comply with such laws, regulations or governmental policies, including those related to the environment;
the results of litigation or government proceedings and fulfillment of any related obligations;
the impact of construction defect and home warranty claims;
the cost and availability of insurance and surety bonds, as well as the sufficiency of these instruments to cover potential losses incurred;
the impact of information technology failures, cybersecurity issues or data security breaches, including cybersecurity incidents deploying evolving artificial intelligence tools and incidents impacting third-party service providers that we depend on to conduct our business;
the impact of governmental regulations on homebuilding in key markets, such as regulations limiting the availability of water and electricity (including availability of electrical equipment such as transformers and meters); and
the success of our sustainability initiatives, as well as the success of any other related partnerships or pilot programs we may enter into in order to increase the energy efficiency of our homes.
Any forward-looking statement, including any statement expressing confidence regarding future outcomes, speaks only as of the date on which such statement is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all such factors.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.