D.R. Horton Enters into Amended and Restated Stockholder’s Agreement with Forestar Group

D.R. Horton, Inc. filed a Form 8-K with the Securities and Exchange Commission on October 28, 2024, announcing its entry into an Amended and Restated Stockholder’s Agreement with Forestar Group Inc. The agreement, effective as of the same date, modifies and replaces the Original Stockholder’s Agreement dated June 29, 2017, between the two entities.

The Original Stockholder’s Agreement set forth guidelines where the Investment Committee of Forestar had sole authority over investment decisions involving Capital Expenditures of $20,000,000 or less. Additionally, it mandated D.R. Horton’s prior written consent before Forestar made any significant acquisitions, investments, or loans exceeding $20,000,000. These provisions were also reflected in Forestar’s Second Amended and Restated Certificate of Incorporation.

The Amended and Restated Stockholder’s Agreement raises the above-mentioned $20,000,000 thresholds to $45,000,000 each. It further allows for an annual adjustment based on the S&P CoreLogic Case-Shiller U.S. National Home Price NSA Index’s one-year percentage change. Any adjustments to the Approval Threshold will be rounded to the nearest $100,000. In the event of a negative Case-Shiller Index Change, the current Approval Threshold will stay in effect until the next adjustment date.

Forestar plans to propose an amendment to its Charter at its 2025 Annual Meeting of Stockholders to formalize the adjustments made in the Amended and Restated Stockholder’s Agreement. Until the Charter Amendment is ratified, the existing Charter provisions will remain in effect despite the new agreement.

D.R. Horton owns approximately 62% of Forestar’s outstanding common stock as of October 28, 2024. For further details on the relationship between the two companies, interested parties can refer to the “Certain Relationships and Related Party Transactions” section in Forestar’s Definitive Proxy Statement filed on December 15, 2023.

The Amended and Restated Stockholder’s Agreement has been included as Exhibit 10.1 in the Form 8-K, with the Original Stockholder’s Agreement still in effect, except where amended. An interactive data file is also attached as part of Exhibit 104 to provide additional financial information.

The undersigned Thomas B. Montaño, Senior Vice President, and Corporate Secretary of D.R. Horton, signed the Form 8-K on behalf of the company on November 1, 2024.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read D.R. Horton’s 8K filing here.

About D.R. Horton

D.R. Horton, Inc operates as a homebuilding company in East, North, Southeast, South Central, Southwest, and Northwest regions in the United States. It engages in the acquisition and development of land; and construction and sale of residential homes in 118 markets across 33 states under the names of D.R.