Forestar Group Inc

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about executive compensation actually paid (as defined by SEC rules). Item 402(v)of Regulation S-Kalso requires disclosure of the cumulative total shareholder return (“TSR”) of the Company, the TSR of the Company’s peer group, the Company's net income and an additional financial performance measure chosen by the Company, if applicable. For further information concerning the Company's pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the"Compensation Discussion and Analysis" section beginning on page 20.

The following tables set forth information regarding the compensation of our principal executive officer (“PEO”), Anthony W. Oxley, our former PEO, Daniel C. Bartok, and the average compensation of our other NEOs compared to Company and peer group performance for the fiscal years listed. We have not included a Company-selected measure in the following table because we did not link our NEO compensation to any specific performance measure in fiscal 2024.

(1)The dollar amounts reported in this column are the amounts of the total compensation reported for our current PEO, Anthony W. Oxley, who was our Chief Executive Officer for a portion of fiscal 2024. Refer to “Executive Compensation - Summary Compensation Table.”

(2)The dollar amounts reported represent the amount of “compensation actually paid”to Mr. Oxley, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Oxley. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for the year, adjusted as shown below. Equity values are calculated in accordance with the same assumptions we generally use under FASB ASC Topic 718 and reflect changes in the value of awards granted by D.R. Horton (that settle in D.R. Horton shares), as well as the Company (that settle in Company shares), that continue to vest based on Mr. Oxley's service to the Company.

(3)The dollar amounts reported in this column are the amounts of the total compensation reported for our former PEO, Daniel C. Bartok, who was our Chief Executive Officer in fiscal years 2021, 2022, 2023, and for part of fiscal 2024 through January 1, 2024. Refer to “Executive Compensation - Summary Compensation Table.”

(4)The dollar amounts reported represent the amount of “compensation actually paid”to Mr. Bartok, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Bartok. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2024, adjusted as shown below. Equity values are calculated in accordance with the same assumptions we generally use under FASB ASC Topic 718.

(5)The dollar amounts reported represent the average of the amounts reported for the Company's non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for these purposes in each applicable fiscal year are as follows: (i) for 2024 and 2023, Donald J. Tomnitz, James D. Allen, and Mark S. Walker; and (ii) for 2022 and 2021, Donald J. Tomnitz and James D. Allen.

(6)The dollar amounts reported represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2024, adjusted as shown below. Equity values are calculated in accordance with the same assumptions we generally use under FASB ASC Topic 718.

(7)Total Shareholder Return (TSR) is calculated by assuming that a $100 investment was made on September 30, 2021.

(8)The TSR Peer Group consists of the Peer Group, as used in the Company's stock performance graph in our annual report on Form 10-K, which is the same peer group disclosed on page 30 under “Competitive Pay Analysis and Peer Group.”

(9)Amounts represent net income reported in the Company's audited financial statements for the applicable fiscal year and are included as required by Item 402(v) of Regulation S-K.

No Specific Financial Performance Measures

As described in greater detail in the Compensation Discussion and Analysis section, for fiscal 2024, the Company's executive compensation program consisted of a base salary, discretionary cash bonus, time-based equity awards, health and welfare programs and retirement benefits. The 2024 cash bonus program was fully discretionary based on a comprehensive review of Company and individual performance, and the equity awards granted to our NEOs were comprised entirely of time-based RSUs.

While the Compensation Committee considers overall financial performance for the year to align executive compensation with Company performance, the Compensation Committee did not link any specific financial performance measure to fiscal 2024 compensation for our NEOs. Therefore, as permitted by Item 402(v) of Regulation S-K, we have not disclosed a Company-selected measure in the Pay versus Performance Table above or provided a list of the most important financial performance measures.

Relationship Between Pay and Performance

As described in more detail in the Compensation Discussion and Analysis section, the Company's executive compensation program for fiscal 2024 reflected a discretionary pay-for-performance philosophy based on the consideration of several factors. Moreover, the Compensation Committee generally seeks to incentivize NEOs to maximize the Company's value over the long-term and, therefore, does not specifically align the Company's performance measures with compensation that is actually paid (as calculated in accordance with SEC rules) for a particular year. Pursuant to SEC rules, the following graphs are provided to show the relationships between information presented in the Pay versus Performance table.

Proposal No. 3 – Approve an Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Modify Transaction Approval Thresholds

Our Board of Directors has unanimously adopted, declared advisable and resolved to recommend to the Company’s stockholders that they approve and adopt, an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to increase the monetary threshold above which (i) certain investment decisions must be approved by the Company’s Board, rather than its Investment Committee, and (ii) certain transactions require the prior written consent of D.R. Horton. The following description is a summary only and is qualified in its entirety by reference to Exhibit A to this Proxy Statement, which marks these changes specifically (additions to the Charter are indicated by underlining and deletions to the Charter are indicated by strike-outs).

Our Charter, which was adopted in connection with the Merger in 2017, contains two provisions regarding the approval of transactions involving Capital Expenditures (as defined in the Charter) in excess of $20 million.

First, the Charter provides that the Investment Committee of the Company, the members of which are Mr. Tomnitz, Mr. Oxley, Mr. Allen and Mr. Walker, is vested with sole responsibility over investment decisions involving, in any single transaction or a series of related transactions, Capital Expenditures of $20 million or less (the “Investment Committee Approval Threshold”). All decisions by the Investment Committee require the approval of a majority of the members of the Investment Committee. Investment decisions involving Capital Expenditures in excess of the Investment Committee Approval Threshold are subject to approval by the Company’s Board. As the Company’s business regularly involves transactions of this nature, this approval structure was established so that the Investment Committee would have the authority to approve ordinary course transactions to be entered into by the Company, and Board approval would be required for transactions of greater significance.

Second, the Charter provides that the Company shall not, without the prior written approval of D.R. Horton, acquire (including by way of merger, exchange offer, recapitalization, reorganization, liquidation or dissolution) any business, debt or equity interests, operations or assets of any person, or make any investment in or loan to any person, in any single transaction or series of related transactions, involving Capital Expenditures in excess of $20 million (the “D.R. Horton Approval Threshold” and together with the Investment Committee Approval Threshold, the “Approval Thresholds”). The D.R. Horton Approval Threshold was set at the same level as the Investment Committee Approval Threshold, with the intention that approval from D.R. Horton would only be required for more significant transactions rather than ordinary course transactions.

Since the 2017 Merger and the adoption of the Charter, the Company has grown, and economic conditions have changed, rendering the current Approval Thresholds impracticable and burdensome. The Company had real estate assets of $130 million at December 31, 2017, the fiscal year ended immediately following the closing of the Merger. Since then, the Company’s total real estate assets have increased by over 1600% to $2.3 billion as of the fiscal year ended September 30, 2024. The proposed $45 million Approval Threshold constitutes 2% of the Company’s real estate assets at September 30, 2024, compared to the initial $20 million Approval Threshold, which constituted 15% of the Company’s real estate assets at December 31, 2017. Further, the economy has experienced significant inflation since adopting the Charter, which increased the costs of land, materials and labor. As a result, a considerable number of transactions entered into by the Company involve Capital Expenditures in excess of $20 million, such that the Investment Committee is not serving its intended function of approving routine transactions, and the approval of D.R. Horton is required for transactions that are considered to be routine. Our Board believes it is in the best interests of the Company, and consistent with the intent of establishing the Investment Committee and the Approval Thresholds, to increase such thresholds to accommodate the Company’s growing business and to include a mechanism for future increases based on economic and market conditions, without requiring further amendments to the Charter.

Specifically, the Charter Amendment would:

•increase the Investment Committee Approval Threshold to $45 million, subject to an annual increase on the Adjustment Date (as defined below) by an amount equal to the product of (A) the one-year percentage change reported in the S&P CoreLogic Case-Shiller U.S. National Home Price NSA Index (the “Case-Shiller Index Change”) for the one-year period ending July 31 of the then-current calendar year, expressed as a decimal and (B) the Investment Committee Approval Threshold in effect immediately prior to the applicable Adjustment Date. Any adjustments to the Investment Committee Approval Threshold shall be rounded to the nearest $100,000. If the Case-Shiller Index Change is negative for any annual period, there shall be no adjustment, and the then-current Investment Committee Approval Threshold shall remain in effect until the next Adjustment Date. Adopting the Charter Amendment would mean that the Investment Committee would be authorized to approve investment decisions involving Capital Expenditures of $45 million or less, subject to the adjustment described above; and

•increase the D.R. Horton Approval Threshold to $45 million, subject to an annual increase on the Adjustment Date by an amount equal to the product of (A) the one-year percentage change reported in the Case-Shiller Index Change for the one-year period ending July 31 of the then-current calendar year, expressed as a decimal and (B) the D.R. Horton Approval Threshold in effect immediately prior to the applicable Adjustment Date. Any adjustments to the D.R. Horton Approval Threshold shall be rounded to the nearest $100,000. If the Case-Shiller Index Change is negative for any annual period, there shall be no adjustment, and the then-current D.R. Horton Approval Threshold shall remain in effect until the next Adjustment Date. Adopting the Charter Amendment would mean that approval from D.R. Horton would only be required for transactions involving Capital Expenditures in excess of $45 million, subject to the adjustment described above.

For purposes of the Charter Amendment, “Adjustment Date” means the last Tuesday of September or, if the Case-Shiller Index Change has not been published as of such date, the date that the Case-Schiller Index Change for the relevant period is published.

The Charter Amendment will be set forth in a Certificate of Amendment. If approved, the Charter Amendment will be effective upon filing the Certificate of Amendment setting forth the Charter Amendment with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval of the Charter Amendment. In addition, if the stockholders approve the Charter Amendment and the Certificate of Amendment setting forth the Charter Amendment is filed with the Delaware Secretary of State, we intend to file a Restated Certificate of Incorporation to integrate the Charter and the Charter Amendment into a single document. Our Board reserves the right to elect to abandon the Charter Amendment at any time before it becomes effective even if it is approved by the stockholders. If the Company's stockholders do not approve the Charter Amendment, the Certificate of Amendment will not be filed with the Delaware Secretary of State, and the existing Approval Thresholds will remain in the Charter.

Approval of the Charter Amendment requires the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote as of the record date. Abstentions and broker non-votes, if any, will have the effect of a vote against the Charter Amendment.

The Board of Directors Unanimously Recommends that Stockholders Vote “FOR” Approval of an Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Modify Transaction Approval Thresholds.