# Green Brick Partners, Inc.: Form 10-K/A for the period ended Dec 31, 2025

- Company: [Green Brick Partners, Inc.](/companies/grbk.md) (CIK 1373670)
- Form: 10-K/A
- Filed: 2026-05-11
- Accepted by EDGAR: May 11, 2026, 16:12 ET
- Period: 2025-12-31
- Accession: 0001628280-26-033478
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1373670/000162828026033478/grbk-20251231.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1373670/000162828026033478/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2025-01-01 to 2025-12-31 | $2.04bn | us-gaap:Revenues |
| Cost of revenue | 12 months, 2025-01-01 to 2025-12-31 | $1.40bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 12 months, 2025-01-01 to 2025-12-31 | $640.8m | us-gaap:GrossProfit |
| Selling, general and administrative | 12 months, 2025-01-01 to 2025-12-31 | $231.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Interest expense | 12 months, 2025-01-01 to 2025-12-31 | $0 | us-gaap:InterestExpense |
| Income tax | 12 months, 2025-01-01 to 2025-12-31 | $94.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2025-01-01 to 2025-12-31 | $313.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2025-01-01 to 2025-12-31 | $7.07 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2025-01-01 to 2025-12-31 | $7.09 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2025-01-01 to 2025-12-31 | 43,924,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2025-01-01 to 2025-12-31 | $213.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2025-01-01 to 2025-12-31 | $4.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 12 months, 2025-01-01 to 2025-12-31 | $2.9m | us-gaap:PaymentsOfDividends |
| Share repurchases | 12 months, 2025-01-01 to 2025-12-31 | $83.8m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Total assets | at 2025-12-31 | $2.53bn | us-gaap:Assets |
| Total liabilities | at 2025-12-31 | $601.8m | us-gaap:Liabilities |
| Long-term debt | at 2025-12-31 | $323.3m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-12-31 | $1.86bn | us-gaap:StockholdersEquity |

## Business

As filed, 31,635 characters.

Green Brick Partners, Inc. and its subsidiaries (“Green Brick”, “the Company”, “we” or “us”) is a diversified homebuilding and land development company. We acquire and develop land and build homes through our seven brands of builders in three major markets. Our core markets are in the high growth U.S. metropolitan areas of Dallas-Fort Worth (“DFW”), Austin, and Houston, Texas, and Atlanta, Georgia, as well as the Treasure Coast, Florida area. We handle every stage of homebuilding, from acquiring and developing land, securing entitlements, designing homes, constructing properties, to providing title, mortgage, and insurance agency services. We also manage marketing and sales, and the creation of master planned communities.

We believe we offer higher quality homes with more distinctive designs and floor plans than those built by our competitors at comparable prices. Many of our communities are located in premium locations and have high-end common areas and amenities. We seek to enhance our homebuyers’ experience by utilizing high-quality materials, and building well-crafted homes. We seek to not only maximize value over the long term but to mitigate risks in the event of a downturn by minimizing leverage, controlling costs, and quickly reacting to regional and local market trends

We are a leading lot developer in our markets and believe that our strict operating discipline provides us with a competitive advantage in seeking to maximize returns while minimizing risk. As of December 31, 2025, we owned or had under contract approximately 48,900 home sites in high-growth submarkets throughout the DFW, Austin, Houston, and Atlanta metropolitan areas and the Treasure Coast, Florida market. We previously referred to “lots controlled”, which included only lots past feasibility studies for which we did not hold title, but had the contractual right to acquire. However, as of December 31, 2025, we revised our definition of lots controlled to “lots under contract” to provide investors consistent disclosure with those of other home builders. Lots under contract include all land or lot parcels that we have a contractual right to acquire pursuant to a fully executed option contact or purchase and sale agreement. These contracts are subject to the fulfillment of certain conditions that may be out of our control such as zoning approval or environmental reports. We provide finished lots to our subsidiary builders or option lots from third-party developers for our builders’ homebuilding operations and provide them with construction funding and strategic planning.

We are a Delaware corporation, incorporated in 2006. We commenced operations as a publicly held homebuilding company in 2014. Our principal executive offices are located at 5501 Headquarters Drive, Ste 300W, Plano, TX 75024.

### Business Strategy

We have been committed to building high quality neighborhoods in some of the best markets in the country, interwoven with modern technologies, innovative design and architecture. Our strategic advantages in sourcing and self-developing land in infill and infill-adjacent submarkets, as well as expert local teams, have been instrumental to our growth and expansion over the last decade. We believe our unique approach enables us to provide superior value to our customers and the communities in which they live, as well as long-term returns for our investors and stakeholders. We believe we are well-positioned for growth through the disciplined execution of the following elements of our strategy:

- ***Consistent Land Acquisition Program with Disciplined Underwriting.*** We believe our ability to identify, acquire and develop land in desirable locations and on favorable terms is critical to our success. We evaluate land opportunities based on how we expect such opportunities will contribute to overall profitability and returns. Through our rigorous national underwriting program, we seek to identify attractive properties that are typically located in prime neighborhood locations or in preferred growth corridors. We target entitled parcels to develop that can begin delivering finished lots to our builder subsidiaries within 12 to 24 months from acquisition. We will also purchase finished lots from 3rd-party developers, but to a much lesser extent. Our neighborhoods vary in size, depending on lot count and density. As such, project durations, from the beginning of development to the last delivery, can range from a couple of years to eight or more years depending on the amount of lots, the number of development phases, the variety of product lines and the sales pace of each product line. Our investment and capital allocation strategies vary by market, but we typically target minimum underwriting thresholds for returns and margins.
- ***Focus on Markets with a Favorable Growth Outlook and Strong Demand Fundamentals.*** We have chosen to focus our operations on sunbelt states because we believe these markets offer attractive residential real estate investment characteristics, such as growing economies, improving levels of employment, population growth relative to national averages, favorable migration patterns, general housing affordability, and desirable lifestyle and weather characteristics. We currently generate income from home sales in Texas, Georgia, and Florida. As of October 2025, Texas, Florida and Georgia were ranked first, second and fifth, respectively, in terms of single-family building permits issued according to the National Association of Home Builders.
- ***Strategically Increase Market Positions in our Existing Markets.*** We believe there are significant opportunities to profitably expand in our core markets. As of December 31, 2025, we believe our extensive land and lot inventory will allow us to maximize our profitability and return on capital. In DFW, Austin, Houston, and Atlanta, we seek to acquire land with convenient access to metropolitan areas which have diverse economic and employment bases and demographics that we believe will support long-term growth. In the Treasure Coast market, we seek land in highly desirable, but limited, coastal regions that attract relocating homebuyers. We continuously review the allocation of our investments in these markets, taking into account demographic trends and the likely impact on our operating results and will reallocate our investments when necessary.
- ***Deliver Superior Designs, Broad Product Ranges and Enhanced Homebuying Experience.*** We partner with our builders to design attractive neighborhoods and homes that appeal to a wide variety of potential homebuyers. Our homebuilding projects include single family homes, townhomes, master-planned communities, condos, luxury homes, and patio homes. Additionally, we offer a spec home business model with a focus on quick move-in homes through our Trophy brand.
- ***We believe we can adapt quickly to changing market conditions and optimize performance and returns while strategically reducing portfolio risk because of our diversified product strategy.*** One of our core operating philosophies is to create a culture that provides a positive, memorable experience for our homebuyers. In consultation with nationally and locally recognized architecture firms and interior and exterior consultants, we research and design a diversified range of products at various levels and price points.
- ***Disciplined Investment Strategy Combined with the Prudent Use of Leverage.*** We seek to maximize value over the long-term and operate our business to mitigate risks in the event of a downturn by controlling costs and focusing on regional and local market trends. We believe our strict operating discipline combined with our prudent use of financial leverage to continue to invest in our land acquisition, development and homebuilding businesses provides us with a competitive advantage in seeking to maximize returns while minimizing risk. Based on current interest rate levels, our target debt-to-capital capitalization ratio is approximately 20%. We believe this will allow us to maintain sufficient capital to fund our continued growth. As of December 31, 2025, our debt to total capitalization ratio was 14.7%.
- ***Targeted Expansion into Adjacent Markets.*** We currently intend to pursue targeted expansion of our first-time homebuyer or entry-level builder, Trophy Signature Homes (“Trophy”), into new markets. We believe Trophy’s more affordable product and quicker inventory turns make its platform uniquely scalable to expand outside of the DFW metroplex. We plan to expand Trophy into markets compatible with our existing markets that demonstrate strong trends in demographics, employment, and in-migration by leveraging existing relationships with land developers and homebuilders. In 2025 we expanded into the Austin and Houston, Texas markets. In addition, we have historically, and may in the future, grow through the acquisition of homebuilders in our current markets or other markets that meet our demographic and economic growth criteria.

### Our Builders and Homes

The following table presents general information about each of our builders, including the types of homes they build and their price ranges as of December 31, 2025.

| Builder\* | Ownership | Market | Products Offered | Price Range |
| --- | ---: | --- | --- | --- |
| Trophy Signature Homes LLC (“Trophy”) | 100% | DFW, Austin, and Houston | Single family | Mid $200s to mid $700s |
| CB JENI Homes DFW LLC (“CB JENI”) | 100% | DFW | Townhomes | Mid $200s to mid $600s |
| Normandy Homes LLC (“Normandy Homes”) | 100% | DFW | Single family | Mid $400s to over $1 million |
| SGHDAL LLC (“Southgate”) | 100% | DFW | Luxury homes | Mid $700s to over $1.5 million |
| CLH20 LLC (“Centre Living”) | 90% | DFW | Single Family and Townhomes | Mid $300s to upper $800s |
| The Providence Group of Georgia LLC (“TPG”) | 50% | Atlanta | Townhomes, Condominiums and Single Family | Mid $400s to over $1.8 million |
| GRBK GHO Homes LLC (“GRBK GHO”) | 80% | Treasure Coast | Patio homes and Single Family | High $300s to over $2.8 million |

2

Our backlog reflects the number and value of homes for which we have entered into sales contracts with customers but we have not yet delivered the home. With the exception of a normal cancellation rate, we expect all of the backlog as of December 31, 2025 to be delivered during 2026. The following table sets forth the information about selling communities and backlog of our builders.

*Backlog, in thousands*

*Backlog, in thousands*

| Builder | Year Ended December 31, 2025 Average Selling Communities | December 31, 2025 Selling Communities | Backlog, Units |  | December 31, 2024 Selling Communities | Backlog, Units |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Trophy | 34 | 35 | 140 | $51,002 | 37 | 163 | $66,236 |
| CB JENI (1) | 22 | 22 | 117 | 68,003 | 24 | 200 | 132,891 |
| Southgate | 5 | 5 | 69 | 69,313 | 5 | 74 | 84,736 |
| Centre Living | 7 | 7 | 56 | 32,601 | 6 | 53 | 32,828 |
| TPG | 18 | 17 | 72 | 57,234 | 19 | 99 | 85,367 |
| GRBK GHO | 16 | 15 | 66 | 76,175 | 15 | 79 | 93,825 |
| Total | 102 | 101 | 520 | $354,328 | 106 | 668 | $495,883 |

(1) Includes Normandy Homes.

In response to our customers’ expressed desires for an expedited and transparent sales process, we offer a selection of homes that include curated features and upgrades. Our Trophy Signature Homes and CB JENI lines have been at the forefront of creating a straightforward sales experience that offers simplified solutions with upscale finishes. We believe this streamlined process and focus on operational efficiency has enabled us to adapt to changes in our homebuyers’ lifestyles.

We create environmentally sustainable homes and our purchasing power enables us to include green-friendly features in our homes. Many of the new homes we build are more energy efficient and have less impact on the environment than prior generations of homes as a result of features like:

- Low-VOC paint that reduces pollution;
- WaterSense® faucets that reduce water flow without sacrificing performance;
- Low-E windows that reduce infrared and ultraviolet light coming into the home; and
- Energy Star® appliances that reduce energy consumption.

### Land Policy

As of December 31, 2025, we had 48,828 lots owned and under contract. When excluding land held for future development, as of December 31, 2025, we had 45,028 lots owned and under contract. Our land inventory strategy provides us with a multi-year supply of lots for each of our brands for future homebuilding. Our neighborhoods vary in size, depending on lot count and density. As such, project durations, from the beginning of development to the last delivery, can range from a couple of years to eight or more years depending on the amount of lots, the number of development phases, the number of product lines, and the sales pace of each product line. Our investment and capital allocation strategies vary by market, but we typically target minimum underwriting thresholds for returns and margins.

We believe that by owning and/or self-developing the majority of our land portfolio, we are able to ensure a steady supply of lots for our homebuilding operations. We also believe this gives us a competitive advantage by controlling the entitlement and land development process, which provides us the ability to create high-quality neighborhoods in primarily in-fill and in-fill adjacent locations with attractive amenities.

Our land acquisition process starts with experienced local knowledge and local relationships with our land sellers coupled with disciplined underwriting by our land committee to ensure our strategic and financial goals are being met. Our diligence process includes, but is not limited to, environmental studies, soil reports, competitive market analyses, and a detailed financial proforma to ensure the investment meets our internal return thresholds. Once a project is approved by land committee, we typically provide the seller with a non-refundable deposit and close once all contractual conditions have been satisfied.

A substantial portion of the land that we acquire is entitled land, which we then self-develop. For the land that we self-develop, we negotiate, contract for, and oversee the work performed by subcontractors internally, but in some limited cases, we may hire a third-party general contractor for these services. From time to time, we also acquire finished lots, typically through bulk purchase or take-down agreements, which allow us to supplement our self-developed portfolio in areas where demand may be greater than our current lot capacity, providing incremental growth to our business with relatively quick delivery times and high returns. The following table presents the lots we owned or had under contract, including lot option contracts, as of December 31, 2025.

| Lots owned | December 31, 2025 |
| --- | ---: |
| Finished lots | 5,181 |
| Lots in communities under development | 28,042 |
| Land held for future development(1) | 3,800 |
| Total lots owned | 37,023 |
| Lots under contract |  |
| Lots and land under option contracts | 610 |
| Adjustment to lots and land under option contracts under updated definition of controlled lots previously excluded(2)(3) | 8,642 |
| Lots under option through unconsolidated development joint ventures | 2,553 |
| Total lots under contract(4) | 11,805 |
| Total lots owned and under contract (5) | 48,828 |
| Percentage of lots owned | 75.8% |

(1) Land held for future development consist of raw land parcels where development activities have been postponed due to market conditions or other factors.

(2) We previously referred to “lots controlled”, which included only lots past feasibility studies for which we did not hold title, but had the contractual right to acquire. However, as of December 31, 2025, we revised our definition of lots controlled to “lots under contract” to provide investors consistent disclosure with those of other home builders. Lots under contract include all land or lot parcels that we have a contractual right to acquire pursuant to a fully executed option contact or purchase and sale agreement. These rights are supported by sufficient consideration provided by the Company to allow meaningful control over future acquisition, including the ability to directly influence entitlements or development, even though legal title has not yet transferred.

(3) These lots would be included under “Lots and land under option contracts”.

(4) As of December 31, 2025, 16.6% of the total lots under contract had refundable deposits.

(5) Total lots excludes lots with homes under construction.

### Marketing and Sales Process

Our sales strategy centers on our delivery of exceptional customer experiences through our network of strategically located model homes. These model homes act as flagship sales centers, providing prospective buyers with an immersive environment to envision their future lifestyles. Our on-site community sales managers, primarily commission-based professionals, serve as trusted advisors throughout the home-buying journey. Through advanced digital tools and comprehensive training programs, our sales force provides homebuyers with information on floor plans, pricing, construction milestones, and available upgrades. By combining deep local market expertise with enhanced technological capabilities, we believe our team is uniquely positioned to guide buyers transparently and efficiently through the homebuying process.

Our marketing strategies integrate both traditional and digital channels. While we continue to utilize a diversified mix of traditional and digital channels, our focus has shifted heavily toward high-efficiency, data-centric strategies. These include third-party real estate listing platforms, paid search and display advertising, social media posts, and email and text campaigns, among others, to drive traffic to our builders’ websites. This approach has attracted more qualified and informed buyers, that has enabled us to improve our selling, general, and administrative expenses as a percentage of home sales revenue. While our focus is on digital marketing, we also use traditional media on a limited basis, including newspapers, radio, and regional publications, where appropriate. Each marketing strategy and message is tailored to a specific community and a targeted customer base.

#### Design and Lifestyle Alignment

To ensure our product portfolio remains responsive to evolving consumer preferences, we collaborate with leading marketing and design consultants. This collaboration allows us to curate exterior and interior designs that resonate with specific buyer demographics. By leveraging data-driven insights into lifestyle trends, we ensure that every community we develop is not just a collection of homes, but a reflection of the aspirations of our targeted buyers.

In addition to our dedicated in-house sales infrastructure, we continue to value and cultivate strong relationships with the independent brokerage community, recognizing local realtors as vital partners in our continued growth and market expansion.

#### Commitment to Quality and Assurance

We offer homeowners a comprehensive warranty on each home. Homes are generally covered by a six to eight-year warranty for structural concerns, one year for workmanship issues, and two years for electrical, plumbing, heating, ventilation, and air conditioning systems.

### Financial Services

In 2024, we launched GRBK Mortgage our wholly-owned subsidiary. Through GRBK Mortgage, we seek to assist our homebuyers in obtaining financing by arranging with mortgage lenders to offer qualified homebuyers a variety of financing options. Our financial services operation is also comprised of Green Brick Title and Green Brick Insurance. Our financial service platforms help our customers bring their homebuying dreams into reality by providing mortgage, insurance, and title services, allowing for a one-stop-shop solution. Our insurance agency operations serve as an agency for providing home, auto, and other personal insurance policy options to buyers of homes we sell. All such insurance policies are placed with third party insurance carriers.

Through our financial services companies, we endeavor to have our buyers receive personal attention from their first meeting through the closing of their new home. By offering a one-stop solution for our customers, we enhance their overall buying experience while gaining a competitive advantage.

### Raw Materials

Typically, all the raw materials and most of the components used in our business are readily available in the United States. Most are standard items carried by major suppliers. However, a rapid increase in the number of homes started could cause shortages in the availability of such materials or in the price of services, thereby leading to delays in the delivery of homes. We closely monitor the supply markets to achieve the best prices available. See “Risk Factors - Labor and raw material shortages and price fluctuations could delay or increase the cost of land development and home construction, which could materially and adversely affect our business” for more information.

### Seasonality

The homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity in spring and early summer, although this activity is also highly dependent on the number of active selling communities, timing of new community openings, interest rate volatility, and other market factors. Since it typically takes three to nine months to construct a new home, we have historically delivered more homes in the second half of the year as spring and summer home orders are delivered. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occur during the third and fourth quarters. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry as well as by our transition to a more spec home business model with a focus on quick move-in homes.

### Competition

Competition in the homebuilding industry is intense with relatively low barriers to entry. Homebuilders compete for, among other things, homebuyers, desirable land parcels, financing, raw materials, and skilled labor. Increased competition could hurt our business, as it could prevent us from acquiring attractive land parcels on which to build homes or make such acquisitions more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that may adversely impact our revenues and margins. Our competitors may independently develop land and construct housing units that are superior or substantially similar to our products. Furthermore, a number of our primary competitors are significantly larger, have a longer operating history, and may have greater resources or a lower cost of capital; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate. Many of these competitors also have longstanding relationships with subcontractors, suppliers, and developers in the markets in which we operate. We also compete for sales with existing home resales and with available rental housing.

### Human Capital Resources

Attracting, retaining, and building talent is critical in our business. We continue to recruit talented team members that exhibit superior emotional intelligence. This focus on team members that places a strong emphasis on communication and navigating a fast-paced environment empathetically, strategically, and judiciously enables us to operate effectively and efficiently each day. We seek to establish a supportive culture that fosters a strong sense of ownership and a continuous drive to excel. Our goal is to not just empower our team members with the tools needed to succeed but to create a community that focuses on taking ownership of one’s work. Our culture celebrates individual success, primes our employees for growth, and is critical in maintaining our competitive edge over our peers.

As of December 31, 2025, we had approximately 620 full-time employees, including approximately 500 who were involved in our homebuilding operations, with locations in DFW, Austin and Houston, Texas, Atlanta, Georgia, and Treasure Coast, Florida, and approximately 100 in management and support services. Our operations are carried out through both local and centralized management. Our centralized management sets our high level strategy and leads decisions related to our land acquisition, national purchasing, marketing analytics, risk management, finance, accounting and audit, cash management, capital allocation, human resources management, and IT support for our builders. Our homebuilder operations consist of our division employees, led by management with significant homebuilding experience and who possess a depth of knowledge in their particular markets, and include employees responsible for the design, construction scheduling, marketing, and sales of our homes. We act solely as a general contractor, and all construction operations are coordinated by our project managers and field superintendents who schedule and monitor the progress of third-party independent subcontractors who are responsible for performing the work at our job sites. Our ability to deliver our homes is dependent on the availability and quality of the subcontractors, such as electricians, plumbers, roofers, drywall installers, and masons with whom we partner to build our homes. We do not have collective bargaining agreements relating to any of our employees. We offer our employees a compensation package with a broad range of company-paid benefits, including medical, dental, life insurance, a 401(k) plan, and other health and welfare plans that we believe are competitive.

Our management teams are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a code of conduct that sets standards for appropriate behavior. Furthermore, our management team supports a culture of developing future leaders from our existing workforce, enabling us to promote from within for many leadership positions. We believe this provides long-term focus and continuity to our operations while also providing opportunities for the growth and advancement of our employees.

### Governmental Regulations and Environmental Regulation

*Homebuilding Related Regulations*. We are subject to various local, state, and federal statutes, ordinances, rules, and regulations concerning zoning, building design, construction, and similar matters, including local regulations that impose restrictive zoning and density requirements. In addition, local and state governments have broad discretion regarding the imposition of development fees for projects under their jurisdictions. Governing agencies may also require concessions or may require the developer to commit to providing roads and other offsite infrastructure, the costs of which can be substantial, and may require them to be in place prior to the commencement of new home construction. In addition, governing agencies may impose construction moratoriums that could subject us to delays or may preclude us entirely from developing communities due to building moratoriums, “no growth” or “slow growth” initiatives or building permit allocation ordinances, which could be implemented in the future. In addition, we are subject to various licensing, registration, and filing requirements in connection with the construction, advertisement, and sale of homes in our communities. Also, some states are attempting to make homebuilders responsible for violations of wage and other labor laws by their subcontractors.

*Environmental Regulations.* We are subject to a variety of local, state, and federal statutes, ordinances, rules and regulations concerning the protection of the environment. The particular environmental laws that apply to any given homebuilding site vary according to multiple factors, including the site’s location, its environmental conditions, and the present and former uses of the site and adjoining properties. In some markets, we are subject to environmentally-focused land ordinances that mandate open space areas with public elements in housing developments, and prevent development on hillsides, wetlands and other protected areas. We must also comply with open space restrictions, flood plain restrictions, desert wash area restrictions, native plant regulations, endangered species acts, and view restrictions. In those cases where an endangered or threatened species is involved, environmental rules and regulations can result in the restriction or elimination of development in identified environmentally sensitive areas. From time to time, the United States Environmental Protection Agency and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to comply strictly with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions taken may increase our costs. Further, we expect that increasingly stringent requirements will be imposed on homebuilders and land developers in the future.

*Energy and Climate Change Related Regulations*. There is constantly a variety of new legislation being enacted, or considered for enactment at the federal, state and local levels relating to energy and climate change. Some of this legislation relates to items such as carbon dioxide emissions and building codes that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency standards could significantly increase the cost to construct homes, although our energy-efficiency technologies and offerings meet, and in many instances exceed, current energy efficiency thresholds. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and may result in increased costs and longer approval and development timelines. Similarly, energy and environment-related initiatives affect a wide variety of companies throughout the United States and the world, and because our operations are heavily dependent on significant amounts of raw materials, such as lumber, steel, and concrete, such initiatives could have an indirect adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our materials are burdened with expensive carbon dioxide emissions controls and reporting requirements and other environmental and energy-related regulations.

### Available Information

Our website address is www.greenbrickpartners.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). Our website and the information contained or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K.

## Risk factors

As filed, 70,468 characters.

*Set forth below are the risks that we believe are material to our investors. Any of these risks could significantly and adversely affect our business, financial condition and results of operations. You should carefully consider the risks described below, together with the other information included in this Annual Report on Form 10-K, including the information contained under the caption “Forward-Looking Statements”.*

### Risks Related to our Business and Industry

***Adverse changes in macroeconomic conditions in and around the markets we operate in, and where prospective purchasers of our homes live, could reduce the demand and adversely affect our business, results of operations, and financial condition.***

Adverse changes in economic conditions in markets where we conduct our operations and where prospective purchasers of our homes live have had and may in the future have a negative impact on our business. Adverse changes in employment and median income levels, job growth, consumer confidence, interest rates, perceptions regarding the strength of the housing market, and population growth, or an oversupply of homes for sale may reduce demand or depress prices for our homes and cause home buyers to cancel their agreements to purchase our homes. This, in turn, could adversely affect our results of operations and financial condition.

In addition, periods of economic slowdown or recession, rising or high interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in the purchases of homes or an increased incidence of home order cancellations. If we cannot successfully implement our business strategy, our business, liquidity, financial condition and results of operations will be adversely affected.

***The homebuilding industry is cyclical. A severe downturn in the industry could adversely affect our business, results of operations and stockholders’ equity.***

The residential homebuilding industry is cyclical and is highly sensitive to changes in general economic conditions such as levels of employment, consumer confidence and income, availability of financing for acquisitions, construction and permanent mortgages, interest rate levels, inflation and demand for housing. The U.S. housing market could be negatively impacted by declining consumer confidence, restrictive mortgage standards and large supplies of foreclosures, resales and new homes, among other factors. These conditions, combined with a prolonged economic downturn, high unemployment levels, increases in the rate of inflation and uncertainty in the U.S. economy, could contribute to higher cancellation rates, decreased demand for housing, increased market inventory of new homes, reduced sales prices and increased pricing pressure. Lower demand for our homes, combined with lower sales prices or the offering of other incentives or concessions would also have an adverse impact on our margins. If demand for housing stalls or declines, we could experience declines in the market value of our inventory and demand for our lots, homes, and construction loans, which could have a material adverse effect on our business, liquidity, financial condition and results of operations.

***Our operating performance is subject to risks associated with the real estate industry.***

Real estate investments are susceptible to various risks, fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for operations and the value of our real estate assets. These events include, but are not limited to:

- adverse changes in international, national or local economic and demographic conditions;
- adverse changes in financial conditions of buyers and sellers of properties, particularly residential homes and land suitable for development of residential homes;
- competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds;
- fluctuations in interest rates, which could adversely affect the ability of homebuyers to obtain financing on favorable terms or their willingness to obtain financing at all;
- unanticipated increases in expenses, including, without limitation, insurance costs, development costs, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies; and
- changes in enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws.

***Our business and financial results could be adversely affected by significant inflation or deflation.***

Although inflation has moderated slightly, it has remained persistent in the United States in recent years due, in part, to supply chain issues, elevated energy prices, labor shortages and trade policies, among other factors. Inflation can adversely affect our homebuilding operations by increasing costs of land, financing, materials, labor and construction. While we attempt to pass on cost increases to homebuyers by increasing prices, we may not be able to offset cost increases with higher selling prices in a weak housing market. In addition, significant inflation is often accompanied by higher interest rates, which have a negative impact on housing demand. In a highly inflationary environment, depending on industry and other economic conditions, we may be precluded from raising home prices enough to keep up with the rate of inflation or may have to discount prices that could reduce our profit margins. Moreover, with inflation, the costs of capital increase and the purchasing power of our cash resources could decline. The current and continued economic conditions of high inflation

and high interest rates, especially increased mortgage rates, could lead to a decrease in demand for new homes. Current or future efforts by the government to stimulate the economy may increase the risk of significant inflation and its adverse impact on our business or financial results.

Alternatively, a significant period of deflation could cause a decrease in overall spending and borrowing levels. This could lead to a deterioration in economic conditions, including an increase in the rate of unemployment. Deflation could cause the value of our inventory to decline or reduce the value of existing homes below the related mortgage loan balance, which could potentially increase the supply of existing homes and have a negative impact on our results of operations.

***We depend on the availability and satisfactory performance of subcontractors. Our business could be negatively affected if our subcontractors are not able to perform.***

We conduct our land development and homebuilding operations primarily as a general contractor. Our unaffiliated third-party subcontractors perform virtually all of our land development and constructions. Consequently, the timing and quality of the development of our land and the construction of our homes depends on the availability and skill of our subcontractors. There may not be sufficient availability of and satisfactory performance by these unaffiliated third-party subcontractors in the markets in which we operate. If there are inadequate subcontractor resources, our ability to meet customer demands, both timing and quality, could be adversely affected, which could have a material adverse effect on our reputation, our future growth and our profitability.

***Labor and raw material shortages and price fluctuations could delay or increase the cost of land development and home construction, which could materially and adversely affect our business.***

The residential construction industry experiences labor and raw material shortages from time to time, including shortages in qualified tradespeople and in supplies such as insulation, drywall, cement, steel and lumber. These labor and raw material shortages can be more severe during periods of strong demand for housing or when a region in which we operate experiences a natural disaster that has a significant impact on existing residential and commercial structures. Heightened immigration guidelines and enforcement, including federal immigration provisions contained in the One Big Beautiful Bill Act (“OBBBA”), which was signed into law on July 4, 2025, could result in labor shortages, particularly with our trade partners. Additionally, significant increases in the demand for new homes result in extended lead times, supply shortages and price increases because of the heightened demand for raw materials, products and appliances. For example, we have previously, and may in the future experience price increases, shortages and extensions to our lead time for the delivery of materials such as lumber, appliances and windows. This has and may continue to result in longer construction periods, delays in home closings and margin compression if we are unable to increase our sales prices accordingly.

The cost of labor and raw materials may also be adversely affected during periods of shortage or high inflation. Shortages and price increases could cause delays in, and increase our costs of, land development and home construction, which we may not be able to offset by raising home prices due to market demand and because the price for each home is typically set prior to its delivery pursuant to the agreement of sale with the homebuyer. In addition, the federal government has at various times in recent years imposed tariffs on a variety of imports from foreign countries and may impose additional tariffs in the future. Significant tariffs or other restrictions that are placed on raw materials that we use in our homebuilding operation, such as lumber or steel, could cause the cost of home construction to increase, which we may not be able to offset by raising home prices or which could slow our absorption due to constraints on market demand. As a result, shortages or increased costs of labor and raw materials could have a material adverse effect on our business, prospects, financial condition and results of operations.

***We have identified a material weakness in our internal control over financial reporting which, if not remediated appropriately or in a timely manner, could result in a loss of investor confidence and adversely impact the trading price of our securities.***

As disclosed in Part II - Item 9A. Controls and Procedures, management has identified a material weakness in our internal control over financial reporting. As a result, management concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2025. The Company is currently working to remediate this material weakness. However, there can be no assurance that these remediation efforts will be successful. In addition, these remediation efforts will place a burden on management and may result in additional expenses.

If we are unable to remediate this material weakness, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, result in violations of applicable securities laws, result in an inability to meet NYSE listing requirements, negatively affect investor confidence in the accuracy and completeness of our financial statements, and adversely impact the trading price of our securities.

### We face risks related to the restatement of our financial statements.

As discussed in the Explanatory Note, we determined to restate the consolidated statements of income for the years ended December 31, 2023, 2024 and 2025 and the condensed consolidated statements of income for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025. As a result, we are subject to additional risks and uncertainties, which could affect investor confidence in the accuracy of our financial disclosures and may cause reputational harm to our business. We may face potential litigation or other disputes, which may include, among others, claims under federal and state securities laws. In addition, the processes undertaken to effect the restatement may not have been adequate to identify and correct all errors in our historical financial statements. If one or more of these risks persist, our business, operations, and financial condition could be materially and adversely affected. For additional information regarding the nature and impact of the restatement, including the correction of quarterly revenue data, see Note 1, “Summary of Significant Accounting Policies—Restatement of Previously Issued Financial Statements,” to our consolidated financial statements included in this Annual Report on Form 10-K/A.

***Tariffs could adversely affect our business and financial results, especially since we may not be able to raise home prices sufficiently to offset increased prices caused by any such tariffs.***

The Trump administration has imposed a number of tariffs on imports from several countries, including a 35% tariff on softwood lumber imports from Canada, which could, significantly increase the cost of lumber in the U.S. As noted above with respect to the impact of inflation, while we attempt to pass along price increases to our consumers to help offset price increases we incur, we may not be able to continue to do so, thereby adversely impacting our margins as a result of any tariffs imposed on our operations. The imposed tariffs have been the subject of numerous legal challenges, including before the U.S. Supreme Court, the outcome of which has yet to be determined. Even if those challenges are successful, it is uncertain as to whether we will be able to recover any tariffs we have previously paid, or whether the U.S. government will attempt to reimpose the tariffs under some other authority.

***Failure to recruit, retain and develop highly skilled, competent employees may have a material adverse effect on our business and results of operations.***

Our success depends on the continued performance of key employees, including management team members at both the corporate and homebuilder subsidiary levels. Our results of operations could suffer if any of the management team members decided to terminate their employment with us. Our ability to retain our management team or to attract suitable replacements should any members of our management team leave is dependent on the competitive nature of the employment market. The loss of services from key management team members or a limitation in their availability could materially and adversely impact our business, liquidity, financial condition and results of operations. Such a loss could also be negatively perceived in the capital markets. We do not maintain key person insurance with respect to any member of our named executive officers.

Furthermore, key employees working in the land development, homebuilding and construction industries are highly sought after. Experienced employees in the homebuilding, land acquisition, and construction industries are fundamental to our ability to generate, obtain and manage opportunities. In particular, local knowledge and relationships are critical to our ability to source attractive land acquisition opportunities. Failure to attract and retain such personnel or to ensure that their experience and knowledge is retained by the company when they leave the business through retirement, redundancy or otherwise may adversely affect the standards of our service and may have an adverse impact on our business, financial conditions and results of operations.

***We may be unable to achieve our objectives because of our inability to execute on our business strategies.***

Our business objectives include expanding into new markets and becoming a more capital and operationally efficient home builder. We cannot guarantee that our strategies to meet these objectives will be successful or that they will result in growth and increased earnings or returns within our desired time frame. We cannot guarantee that we will achieve positive operational or financial results in the future or results that are equal to or better than those attained in the past. We also cannot provide any assurance that we will be able to maintain our strategies in the future. Due to unexpectedly favorable or unfavorable market conditions or other factors, we may determine that we need to adjust, refine or abandon all or portions of our strategies, and any related initiatives or actions. We cannot guarantee that any such adjustments will be successful. The failure of any one or more of our present strategies, or any related initiatives or actions, or the failure of any adjustments that we may pursue or implement, could have an adverse effect on our ability to increase the value and profitability of our business, our ability to operate our business in the ordinary course, our overall liquidity, and our consolidated financial statements. The effect in each case could be material.

***Our long-term success depends on our ability to acquire undeveloped land, partially finished developed lots and finished lots suitable for residential homebuilding at reasonable prices and in accordance with our land investment criteria.***

The homebuilding industry is highly competitive for suitable land and the risk inherent in purchasing and developing land is directly impacted by changes in consumer demand for housing. The availability of finished and partially finished developed lots and undeveloped land for purchase that meet our investment criteria depends on a number of factors outside our control, including land availability, competition with other homebuilders and land buyers, inflation in land prices, zoning, allowable housing density, the ability to obtain building permits and other regulatory requirements. Should suitable land or lots become more difficult to locate or obtain, the number of lots we may be able to develop and sell could decrease, the number of homes we may be able to build and sell could decrease and the cost of land could increase substantially, which could adversely impact our results of operations.

As competition for suitable land increases, the cost of acquiring both finished and undeveloped lots and the cost of developing owned land could rise and the availability of suitable land at acceptable prices may decline, which could adversely impact our financial results. The availability of suitable land assets could also affect the success of our land acquisition strategy, which may impact our ability to maintain or increase the number of active selling communities, grow our revenues and margins, and to achieve or maintain profitability.

***Our results of operations could be adversely affected if we are unable to develop communities successfully or within expected timeframes.***

Before a community generates any revenue, time and material expenditures are required to acquire and develop land, entitle and finish lots, obtain development approvals, pay taxes and construct significant portions of project infrastructure, amenities, model homes and sales facilities. It can take several years from the time that we acquire control of a property to the time that we make our first home sale on the site. Delays in the development of communities expose us to the risk of changes in market conditions for homes. A decline in our ability to develop and market our communities successfully and to generate positive cash flow from these operations in a timely manner could have a material adverse effect on our business and results of operations and on our ability to service our debt and meet our working capital requirements.

Real estate investments are relatively illiquid. As a result, our ability to promptly sell one or more properties in response to changing economic, financial and investment conditions may be limited, and we may be forced to hold non-income producing assets for an extended period of time. We cannot predict whether we will be able to sell any property for the price or on the terms that we set or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

***Our future growth may include additional strategic investments, joint ventures, partnerships and/or acquisitions of companies that may not be as successful as we anticipate and could disrupt our ongoing businesses and adversely affect our operations.***

Our investments in our homebuilding subsidiaries have contributed to our historical growth and similar investments may be a component of our growth strategy in the future. We may make additional strategic investments, enter into new joint ventures or partnership arrangements or acquire businesses, or initiate new, related business opportunities, some of which may be significant. These endeavors may involve significant risks and uncertainties, including distraction of management from current operations, significant start-up costs, insufficient revenues to offset expenses associated with these new investments and inadequate return on capital in these investments, any of which may adversely affect our financial condition and results of operations. Our failure to successfully identify and manage future investments, joint ventures, partnerships or acquisitions could harm our results of operations.

***Our geographic concentration could materially and adversely affect us if the homebuilding industry in our current markets decline.***

We currently operate in only four core markets and, outside of DFW, our operations are typically concentrated in a limited number of communities within those markets. We may not realize our favorable growth outlook if housing demand and population growth stagnate or decrease in our core markets. Furthermore, we may be unable to compete effectively with the resale home market in our core markets. Because our operations are concentrated in these areas, a prolonged economic downturn in one or more of these areas could have a material adverse effect on our business, liquidity, financial condition and results of operations, and a disproportionately greater impact on us than other homebuilders with more diversified operations. Further, slower rates of population growth or population declines in the DFW, Austin, Houston, Atlanta or Treasure Coast markets, especially as compared to the high population growth rates in prior years, could affect the demand for housing, causing home prices in these markets to decline and adversely affect our business, financial condition and results of operations.

***Our financial condition and results of operations may be adversely affected by a decrease in the value of our land or homes and the associated carrying costs.***

We continuously acquire land for replacement of land inventory and expansion within our current markets and may in the future acquire land for expansion into new markets. However, the market value of land, building lots and housing inventories can fluctuate significantly due to changing market conditions. The measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe drop in inventory values. If housing demand decreases below what we anticipated when we acquired our inventory, we may not be able to generate profits consistent with those we have generated in the past and we may not be able to recover our costs when we sell lots and homes. When market conditions are such that land values are not appreciating, option arrangements previously entered into may become less desirable, at which time we may elect to forgo deposits and pre-acquisition costs and terminate such arrangements. During adverse market conditions, we may have substantially higher inventory carrying costs, may have to write down our inventory as a result of impairment and/or may have to sell land or homes at a loss. Any material write-downs of assets, or sales at a loss, could have a material adverse effect on our financial condition and results of operations.

***Demand for our homes and lots is dependent on the cost and availability of mortgage financing.***

Our business depends on the ability of our homebuyers, as well as the ability of those who buy homes from the third-party homebuilding entities to which we sell lots (our “homebuilding customers”), to obtain financing for the purchase of their homes. Many of these homebuyers must sell their existing homes in order to buy a home from us or our homebuilding customers. Increased interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for our homes and lots. Higher interest rates can also hinder our ability to realize our backlog because certain of our home purchase contracts provide homebuyers with a financing contingency. Financing contingencies allow homebuyers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing within a certain time period after the execution of the home purchase contracts. As a result, higher interest rates can decrease our home sales and mortgage originations. Any of these factors could have a material adverse effect on our business, liquidity, financial condition and results of operations.

In addition, the federal government has a significant role in supporting mortgage lending through its conservatorship of Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”), both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the Federal Housing Administration (the “FHA”) and the Veterans Administration (“VA”). The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government’s mortgage-related programs or policies. The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs and/or limit the number of mortgages it insures. Due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may significantly revise the federal government’s participation in and support of the residential mortgage market. Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our business, liquidity, financial condition and results of operations.

### High cancellation rates may negatively impact our business.

Our backlog reflects the number and value of homes for which we have entered into sales contracts with homebuyers but not yet delivered. Although these sales contracts require a cash deposit, a homebuyer may in certain circumstances cancel the contract and receive a complete or partial refund of the deposit in certain circumstances, including due to state or local laws and our contract provisions. If home prices decline, the national or local homebuilding environment or general economy weakens, our neighboring competitors reduce their sales prices (or increase their sales incentives), interest rates increase or the availability of mortgage financing tightens, homebuyers may have an incentive to cancel their contracts with us, even where they might be entitled to no refund or only a partial refund. Significant cancellations could have a material adverse effect on our business as a result of lost sales revenue and the accumulation of unsold housing inventory.

***Our results of operations could be adversely impacted by negative events at, or performance of, our partially owned controlled builders.***

We participate in the homebuilding business, in part, through non-wholly owned subsidiaries, which we refer to as our “controlled builders.” We exercise control over the operations of each controlled builder. We have entered into arrangements with these controlled builders in order to take advantage of their local knowledge and relationships, acquire attractive land positions and brand images, manage our risk profile and leverage our capital base. Even though the co-investors in our controlled builders are subject to certain non-competition provisions, the viability of our participation in the homebuilding business depends on our ability to maintain good relationships with our controlled builders.

The effectiveness of our management, the value of our expertise and the rapport we maintain with our controlled builders are important factors for prospective new builders that may be considering doing business with us and may affect our ability to attract homebuyers, subcontractors, employees or others upon whom our business and results of operations ultimately depend. Further, our relationships with our controlled builders generate additional business opportunities that support our growth. If we are unable to maintain good relationships with our controlled builders, we may be unable to fully take advantage of existing agreements, expand our relationships with these controlled builders or capitalize on future opportunities with additional builders.

In Atlanta, we sell lots to one of our controlled builders for its homebuilding operations and provide it loans to finance home construction. If our controlled builder fails to successfully execute its business strategies for any reason, it may be unable to purchase lots from us, repay outstanding construction finance loans made by us or borrow from us in the future, any of which could negatively impact our business, financial condition and results of operations.

***Increases in the after-tax costs of owning a home could reduce demand for our homes and lots.***

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made major changes to the Internal Revenue Code that, in part, affect the after-tax cost of owning a home. In addition, the OBBBA, includes provisions which extend and modify the limitations of the Tax Act. For instance, under OBBBA, the annual limitation on the deduction for real estate taxes and state and local income taxes (or sales taxes in lieu of income taxes) is permanently extended and the deduction is now generally limited to $40,000 for 2025 through 2029, subject to 1% increases from 2026 through 2029 and phasedown depending on the income of the taxpayer, and to

$10,000 for 2030 and subsequent years. The OBBBA also permanently extends the Tax Act limitation that provided that, through the end of 2025, the deduction for mortgage interest is generally only available with respect to the first $750,000 of a new mortgage. If the federal government or a state government further changes its income tax laws to further eliminate or substantially limit these income tax deductions, the after-tax cost of owning a new home would further increase for many of our potential customers.

If the federal government or a state government further changes its income tax laws to further eliminate or substantially limit these income tax deductions, the after-tax cost of owning a new home would further increase for many of our potential customers. At the same time, favorable tax law changes will not necessarily increase demand or allow for higher selling prices.

The loss or reduction of homeowner tax deductions that have historically been available has reduced and could further reduce the perceived affordability of homeownership, and therefore the demand for and sales price of new homes, including ours. In addition, certain insurance companies have increased the cost of and/or restricted, curtailed or suspended the issuance of homeowners’ insurance policies. This has both reduced the availability of insurance and increased the cost of such insurance to prospective purchasers of homes.

Increases in property tax rates or fees on developers by local governmental authorities, as experienced in response to reduced federal and state funding or to fund local initiatives, such as funding schools or road improvements, or increases in insurance premiums can adversely affect the ability of potential customers to obtain financing or their desire to purchase new homes, and can have an adverse impact on our business and financial results.

***Severe weather conditions, natural disasters, acts of war or terrorism could increase our operating expenses and reduce our revenues and cash flows.***

The climates and geology of the states in which we operate present increased risks of severe weather conditions and natural disasters. The occurrence of severe weather conditions or natural disasters can delay new home deliveries and lot development, reduce the availability of materials and/or negatively impact the demand for new homes in affected areas.

Additionally, to the extent that hurricanes, severe storms, earthquakes, tornadoes, droughts, floods, hail, wildfires or other natural disasters or similar events occur, our homes under construction or our lots under development could be damaged or destroyed, which may result in losses exceeding our insurance coverage. In addition, adverse weather events could prompt governmental authorities to adopt more stringent building codes, which would likely increase construction and development costs in affected areas and negatively impact home affordability and/or demand. Any of these events could increase our operating expenses, impair our cash flows and reduce our revenues. To the extent that climate change increases the frequency and severity of weather-related disasters, we may experience increasing negative weather-related impacts to our operations in the future.

Further, acts of war, any outbreak or escalation of hostilities between the United States and any foreign power or acts of terrorism may cause disruptions to the U.S. economy or the local economies of the markets in which we operate, cause shortages of building materials, increase costs associated with obtaining building materials, affect job growth and consumer confidence or cause economic changes that we cannot anticipate, all of which could reduce demand for our lots, homes and construction loans and adversely impact our business and results of operations.

***We may not be able to compete effectively against competitors in the homebuilding, land development and financial services industries.***

Competition in the land development and homebuilding industries in our markets is intense, and there are relatively low barriers to entry. Land developers and homebuilders compete for, among other things, homebuyers, desirable land parcels, financing, raw materials and skilled labor. Increased competition could hurt our business, as it could prevent us from acquiring attractive land parcels for development and resale or homebuilding (or make such acquisitions more expensive), hinder our market share expansion and lead to pricing pressures that adversely impact our margins and revenues. Our business, liquidity, financial condition and results of operations could be materially and adversely affected if we are unable to compete successfully. Our competitors may independently develop land and construct housing units that are superior or substantially similar to our products. Furthermore, a number of our primary competitors are significantly larger, have a longer operating history and may have greater resources or lower cost of capital than us. Accordingly, competitors may be able to compete more effectively in one or more of the markets in which we operate. Many of these competitors also have longstanding relationships with subcontractors, suppliers, and developers in the markets in which we operate. Our homebuilding business also competes for sales with resales of existing homes and with available rental housing.

***Our capital resources and liquidity could be adversely affected if we are required to repurchase or sell a substantial portion of the equity interest in our controlled homebuilding subsidiaries.***

The operating agreements governing our partially owned controlled builders contain buy-sell provisions that may be triggered in certain circumstances. In the event that a buy-sell event occurs, our builder will have the right to initiate a buy-sell process, which may happen at an inconvenient time for us. In the event the buy-sell provisions are exercised at a time when we lack sufficient capital to purchase the remaining equity interest, we may elect to sell our equity interest in the entity. If a buy-sell provision is exercised and we elect to purchase the interest in an entity that we do not already own, we may be obligated to expend significant capital in order to complete and integrate such an acquisition, which may result in our being unable to pursue other investments or opportunities. If either of these events occurs, our revenue and net income could decline or we may not have sufficient capital necessary to implement our growth strategy.

***Poor relations with the residents of our communities, or with local real estate agents, could negatively impact our home sales, which could cause our revenues or results of operations to decline.***

Residents of communities we develop rely on us to resolve issues or disputes that may arise in connection with the operation or development of their communities. Efforts made by us to resolve these issues or disputes could be deemed unsatisfactory by the affected residents and subsequent actions by these residents could adversely affect sales or our reputation. In addition, we could be required to make material expenditures related to the settlement of such issues or disputes or to modify community development plans, which could adversely affect our results of operations.

Most of our potential homebuyers engage local real estate agents who are unaffiliated with us in connection with their search for a new home. If we do not maintain good relations with, and a good reputation among, these real estate agents, the agents may not encourage potential homebuyers to consider, or may actively discourage homebuyers from considering, our communities, which could adversely affect our results of operations.

***Information technology failures and data security breaches could harm our business.***

We rely on information technology systems and other computer resources to carry out operational and marketing activities, as well as to maintain our business records. As part of our normal business activities, we may collect and store certain confidential information, including information about employees, homebuyers, customers, vendors and suppliers and may share information with vendors who assist us with certain aspects of our business. Many of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify certain security and service level standards. Our ability to conduct our business may be impaired if these resources are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third-party, social engineering attempts, natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols) or lost connectivity to networked resources.

There has been an increase in cyber-attacks in recent years. Breaches of our data security systems, including by cyber-attacks, could result in the unintended public disclosure or the misappropriation of our proprietary information or personal and confidential information, about our employees, consumers who view our homes, homebuyers or our business partners, which could require us to incur significant expense to address and resolve such issues. The release of confidential information may also lead to identity theft and related fraud, litigation or other proceedings against us by affected individuals, business partners and/or regulators, and the outcome of such proceedings, which could include penalties or fines, and any significant disruption of our business could have a material and adverse effect on our reputation resulting in the loss of customers, sales and revenue.

It is conceivable that we might integrate artificial intelligence (“AI”) solutions into our information systems in the future, potentially assuming a more critical role in our operations over time. AI programs can incur significant costs and demand substantial expertise for development, pose challenges in setup and management, and necessitate periodic updates. In addition, the AI-related legal and regulatory landscape is constantly evolving and therefore remains uncertain and may be inconsistent from jurisdiction to jurisdiction. Our obligations to comply with the evolving legal and regulatory landscape could entail significant costs or limit our ability to incorporate certain AI capabilities into our operations. Competitors or other entities may integrate AI into their information systems and business operations more swiftly or effectively than us, potentially impairing our competitive edge and negatively impacting our financial performance.

Data protection and privacy laws continue to evolve and become more complex in various U.S. federal and state jurisdictions. Such regulatory changes, variations in requirements across jurisdictions and ongoing discussions about a national privacy laws could present compliance challenges. The costs of complying with such changes could adversely affect our business.

We maintain insurance coverage for potential breaches but the costs to remedy a breach may not be fully covered by our insurance. We provide employee awareness training of cybersecurity threats and utilize information technology security experts to assist us in our evaluations of the effectiveness of the security of our information technology systems, and we regularly enhance our security measures to protect our systems and data. We use various encryption, tokenization and authentication technologies to mitigate cybersecurity risks and have increased our monitoring capabilities to enhance early detection and rapid response to potential cyber threats. While we have not had a significant cybersecurity breach or attack that had a material impact on our business or operations, there can be no assurance that our efforts to maintain the security and integrity of our information technology systems will be effective or that attempted breaches would not be successful in the future.

***Product liability and warranty claims and litigation that arise in the ordinary course of business may be costly, which could adversely affect our business.***

As a homebuilder, we are subject to construction defect and home warranty claims arising in the ordinary course of business. These claims are common in the homebuilding industry and can be costly and once claims are asserted, it can be difficult to determine the extent to which the assertion will expand in number or geographically. In addition, the costs of insuring against construction defect and product liability claims are high. This coverage may be restricted and become more costly in the future. If the limits or coverages of our current and former insurance programs prove inadequate, or we are not able to obtain adequate or reasonably priced insurance against these types of claims in the future, or the amounts currently provided for future warranty or insurance claims are inadequate, we may experience losses that could negatively impact our financial results. We rely on subcontractors to perform the actual land development activities and construction of our homes and, in some cases, select and procure building materials. We typically require our subcontractors to have general liability, workers compensation, and other business insurance. These insurance policies are intended to protect us against a portion of our risk of loss from claims, subject to certain retentions, deductibles, and available policy limits.

We self-insure some of our risks through a wholly-owned insurance subsidiary. Policies issued by our captive insurance subsidiary represent self-insurance of these risks by us. We record expenses and liabilities based on the estimated costs required to cover our self-insured liability. These estimated costs are based on an analysis of our historical claims and industry data and include an estimate of claims incurred but not yet reported. The projection of losses related to these liabilities requires actuarial assumptions that are subject to variability due to uncertainties regarding construction defect claims relative to our markets and the types of products we build, insurance industry practices, and legal or regulatory actions and/or interpretations, among other factors.

***Our quarterly results of operations may fluctuate because our business is seasonal in nature.***

The homebuilding industry experiences seasonal fluctuations in quarterly results of operations and capital requirements. We typically experience the highest new home order activity in spring and summer, although this activity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors. Since it typically takes four to nine months to construct a new home, we deliver more homes in the second half of the year as spring and summer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occurs during the second half of the year. We expect this seasonal pattern to continue over the long-term, although we may also be affected by volatility in the homebuilding industry.

Additionally, weather-related problems may occur, delaying starts or closings or increasing costs and reducing profitability. Delays in opening new communities or new sections of existing communities could have an adverse impact on home sales and revenues. Expenses are not incurred and recognized evenly throughout the year. Because of these factors, our quarterly results of operations may be uneven and may be marked by lower revenues and earnings in some quarters compared with others.

***Shortages or extreme fluctuations in the availability of natural resources and utilities could have an adverse effect on our operations.***

The markets in which we operate may in the future be subject to utility or other resource shortages, including significant changes to the availability of electricity and water. Shortages of natural resources in our markets, particularly shortages of water, may make it more difficult for us to obtain regulatory approval for new developments. We may experience material fluctuations in utility and resource costs across our markets, and we may incur additional costs and may not be able to complete construction on a timely basis if such fluctuations arise. Furthermore, these shortages and interest rate fluctuations may adversely affect the regional economies in which we operate, which may reduce demand for our homes, lots and construction loans, and negatively affect our business and results of operations.

***We may suffer uninsured losses or suffer material losses in excess of insurance limits.***

We could suffer physical damage to property or incur liabilities resulting in losses that may not be fully recoverable by insurance. In addition, certain types of risks, such as personal injury claims, may be, or may become in the future, either uninsurable or not economically insurable, or may not be currently or in the future covered by our insurance policies or otherwise be subject to significant deductibles or limits. Should an uninsured loss or a loss in excess of insured limits occur or be subject to deductibles, we could sustain financial loss or lose capital invested in the affected property as well as anticipated future income from that property. In addition, we could be liable to repair damage or address liabilities caused by risks that are uninsured or subject to deductibles. We may be liable for any debt or other financial obligations related to an affected property. Material losses or liabilities in excess of insurance proceeds may occur in the future.

### Negative publicity could adversely affect our reputation and business.

Our success also depends on our reputation and our brand image. Any unfavorable media coverage related to our industry, brand, personnel or operations may adversely affect our stock price and the performance of our business, regardless of its accuracy or inaccuracy. Negative publicity spreads quickly through the use of electronic communications, including social media outlets, websites, “tweets”, blogs and other digital platforms. Our success in maintaining and expanding our brand image depends on our ability to adapt to this rapidly changing media environment. Negative publicity or negative commentary from any media outlets could damage our reputation and reduce the demand for our homes, which would adversely affect our business.

***A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.***

Building sites are inherently dangerous and operating in the land development and homebuilding industries poses certain inherent health and safety risks. Our health and safety performance is critical to the success of our business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities and our ability to attract employees, subcontractors and homebuyers, which in turn could have a material adverse effect on our business, financial condition and results of operations. Additionally, we are subject to laws and regulations related to workers’ health and safety, and there are efforts to subject homebuilders to other labor related laws or rules, some of which may make us responsible for things done by our subcontractors over which we have little or no control.

***Our business and financial results could be adversely affected by the failure of persons who act on our behalf to comply with applicable regulations and guidelines.***

Although we expect all of our employees, officers and directors to comply at all times with all applicable laws, rules and regulations, there may be instances in which subcontractors or others through whom we do business engage in practices that do not comply with applicable regulations or guidelines. Should we learn of practices that do not comply with applicable regulations or guidelines relating to homes we build, lots we develop or financing we provide, we would move actively to stop the non-complying practices as soon as possible and would take disciplinary action with regard to employees who were aware of the practices and did not take steps to address them, including terminating their employment when necessary. However, regardless of the steps we take after we learn of practices that do not comply with applicable regulations or guidelines, we can in some instances be subject to fines or other governmental penalties, and our reputation can be injured due to the occurrence of such practices.

***Products supplied to us and work done by subcontractors can expose us to risks that could adversely affect our business.***

We rely on subcontractors to perform the actual construction of our homes, and, in some cases, to select and obtain building materials. Despite our detailed specifications and quality control procedures, subcontractors may use improper construction processes or defective materials in some cases. Defective products widely used by the homebuilding industry can require extensive repairs to large numbers of homes. The cost of complying with our warranty obligations may be significant if we are unable to recover the cost of repairs from subcontractors, materials suppliers and insurers.

### Risks Related to Government and Regulations

***Our developments are subject to government regulations, which could cause us to incur significant liabilities or restrict our business activities.***

Our developments are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning zoning, development, building design, construction and similar matters that impose restrictive zoning and density requirements, which impose limitations on the number and type of homes that can be built within the boundaries of a particular area. Projects that are not yet entitled may be subjected to periodic delays, changes in use, less robust development or elimination of development in certain specific areas due to government regulations. We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Local governments also have broad discretion regarding the imposition of development and service fees for projects in their jurisdiction. Projects for which we have received land use and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these projects or prevent their development. As a result, lot and home sales could decline and costs could increase, which could have a material adverse effect on our current results of operations and our long-term growth prospects.

***Changes in global or regional environmental conditions and governmental actions in response to such changes may adversely affect us by increasing the costs of or restricting our planned or future growth activities.***

There is growing concern from many members of the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases and other human activities have caused, or will cause, significant changes in weather patterns and increase the frequency and severity of natural disasters. Government mandates, standards or regulations intended to reduce greenhouse gas emissions or projected climate change impacts have resulted, and are likely to continue to result, in restrictions on land development in certain areas and increased energy, transportation and raw material costs. Governmental requirements directed at reducing effects on climate could cause us to incur expenses that we cannot recover or that will require us to increase the price of homes we sell to the point that it affects demand for those homes.

***We are subject to environmental laws and regulations, which may increase our costs, limit the areas in which we can build homes and develop land and delay completion of our projects.***

We are subject to several local, state, federal and other statutes, ordinances, rules and regulations concerning the environment. The particular environmental laws that apply to any given homebuilding or development site vary according to multiple factors, including the site location, environmental conditions and the present and former uses of the site and adjoining properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs and can prohibit or severely restrict homebuilding and land development activity in environmentally sensitive regions or areas. In addition, when an endangered or threatened species is involved, environmental rules and regulations can result in the restriction or elimination of development in identified environmentally sensitive areas. From time to time, the United States Environmental Protection Agency and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to comply strictly with applicable environmental laws or impose additional requirements for future compliance because of past failures. Any such actions taken with respect to our business may increase our costs. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials, such as lumber. Further, we expect that increasingly stringent requirements will be imposed on homebuilders and land developers in the future.

Under various environmental laws, current or former owners of real estate may be required to investigate and clean up hazardous or toxic substances and may be held liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and clean-up costs incurred by such parties in connection with the contamination.

***Laws and regulations governing the residential mortgage industry could have an adverse effect on our business and financial results.***

In 2024, we established GRBK Mortgage, a wholly owned subsidiary, to provide mortgage related services to homebuyers. The residential mortgage lending industry remains under intense scrutiny and is heavily regulated at the federal, state and local levels. Changes to existing laws or regulations or adoption of new laws or regulations could require our joint venture to incur significant compliance costs. A material failure to comply with any of these laws or regulations could result in the loss or suspension of required licenses or other approvals, the imposition of monetary penalties, and restitution awards or other relief. Any of these outcomes could have an adverse effect on our results of operations.

### Risks Related to Our Financing and Capital Structure

***We may be unable to obtain suitable bonding for the development of our housing projects.***

We are periodically required to provide bonds to governmental authorities and others to ensure the completion of our projects and these bonds are generally not released until all development and construction activities to which they relate are completed. Depending on market conditions, surety providers may be reluctant to issue new bonds and may request credit enhancements (such as cash deposits or letters of credit) in order to maintain existing bonds or to issue new bonds. If we are unable to obtain required bonds for our future projects, or if we are required to provide credit enhancements with respect to our current or future bonds, our business, liquidity, financial condition and results of operations could be materially and adversely affected.

### A negative change in our credit rating could adversely affect our business.

Our business requires access to capital on favorable terms to service our indebtedness, cover our operating expenses and fund other liquidity needs. Negative rating actions by credit agencies such as downgrades increase the cost to access capital and can make it difficult for us to meet our liquidity needs. Any downgrade of our credit rating by any of the principal credit agencies may exacerbate these difficulties. There are no assurances that we will not experience downgrades in our credit ratings in the future, whether due to worsening macroeconomic conditions, a downturn in the housing industry, failure to successfully execute our business strategy, or the adverse impact on our results of operations or liquidity position of any of the above or otherwise.

***Difficulty in obtaining sufficient capital could result in an inability to acquire land for our developments or increased costs and delays in the completion of development projects.***

The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire land parcels and begin development. Land acquisition, development and construction activities may be adversely affected by any shortage or increased cost of financing or the unwillingness of third parties to engage in partnerships, joint ventures or other alternative arrangements.

In addition to the financing provided by the senior unsecured notes, we currently have access to a senior secured revolving credit facility and a senior unsecured revolving credit facility. We cannot ensure that we will be able to extend the maturity of these credit facilities or arrange another facility on acceptable terms or at all.

Furthermore, in the future, we may seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financings and/or securities offerings. The availability of borrowed funds, especially for land acquisition and construction financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with both new loans and the extension of existing loans. The credit and capital markets are subject to volatility. If we are required to seek additional financing to fund our operations, volatility in these markets may restrict our flexibility to access such financing. If we are not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire land for our housing developments and/or to develop the housing. Any difficulty in obtaining sufficient capital for planned development expenditures could also cause project delays and any such delay could result in cost increases. Any one or more of the foregoing events could have a material adverse effect on our business, liquidity, financial condition and results of operations.

***Our debt instruments contain limitations and restrictions that could prevent us from capitalizing on business opportunities and could adversely affect our growth.***

Our revolving credit facilities and the terms of our senior unsecured notes impose certain restrictions on our and certain of our subsidiaries’ operations and activities and require us to maintain certain financial covenants. The most significant restrictions relate to debt incurrence (including non-recourse indebtedness), creation of liens, repayment of certain indebtedness prior to its respective stated maturity, sales of assets, cash distributions (including paying dividends), capital stock repurchases, and investments by us and certain of our subsidiaries. These restrictions may prevent us from capitalizing on business opportunities and could adversely affect our growth.

The restrictions in our debt instruments could prohibit or restrict our and certain of our subsidiaries’ activities, such as undertaking capital raising or restructuring activities or entering into other transactions. In addition, if we fail to comply with these restrictions, an event of default could occur and our debt under these debt instruments could become due and payable prior to maturity. Any such event of default could lead to cross defaults under certain of our other debt or negatively impact other covenants. In any of these situations, we may be unable to amend the applicable instrument or obtain a waiver without significant additional cost, or at all. Any such situation could have a material adverse effect on our liquidity and financial condition.

### Risks Related to Ownership of Our Common Stock

***Future issuances of our common stock or Series A preferred stock could adversely affect the market for our common and preferred stock or dilute the ownership interest of our stockholders.***

We are not restricted from issuing additional shares of our authorized common stock or Series A preferred stock, including securities that could be converted into or exchanged for, or that represent the right to receive, shares of our common or preferred stock. For example, in December 2021, we offered 2,000,000 depositary shares each representing a 1/1000th interest in our 5.75% cumulative perpetual preferred stock. If we issue a substantial number of shares of common or Series A preferred stock, or depositary shares representing interests in our preferred stock, or if the expectation of such issuances is broadly disseminated in the market, including in connection with any acquisitions, the market price for our common, preferred or depositary shares could be adversely affected, and our stockholders’ interest could be diluted. Our decision to issue equity securities will depend on market conditions and other factors, and we cannot predict or estimate with certainty the amount, timing or nature of potential future issuances. Accordingly, our stockholders bear the risk that such future equity issuances could reduce market price and dilute their stock holding with us. As of December 31, 2025, we had 43,205,947 shares of common stock and 2,000 shares of Series A preferred stock outstanding.

***Our common and preferred stock are equity securities and are subordinate to our existing and future indebtedness and effectively subordinated to all indebtedness and other non-equity claims against our subsidiaries.***

Shares of our common stock and preferred stock are equity interests and do not constitute indebtedness. Accordingly, shares of our common stock and depositary shares, which represent a fractional interest in our Series A preferred stock, will rank junior to all of our existing and future indebtedness (including indebtedness convertible into our common stock or preferred stock), to the indebtedness and other liabilities of our existing or future subsidiaries, and to other non-equity claims against us and our assets available to satisfy claims against us, including in the event of liquidation. Moreover, holders of our depositary shares and outstanding preferred stock have preferential dividend and liquidation rights compared to holders of our common stock. We are permitted to incur additional debt. In the event of a bankruptcy, liquidation, dissolution or winding-up of our affairs, lenders and holders of our debt securities would receive distributions of our available assets prior to holders of our common stock, depositary shares and other outstanding preferred stock. Additionally, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to prior claims of that subsidiary’s creditors, including holders of any preferred stock of that subsidiary.

***Certain large stockholders own a significant percentage of our shares and exert significant influence over us. Their interests may not coincide with ours and they may make decisions with which we may disagree.***

Greenlight Capital, Inc. and its affiliates (“Greenlight”) and James R. Brickman own approximately 22.0% and 4.5%, respectively, of our voting power. These large stockholders, acting together, could determine substantially all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a sale or other change of control transaction. In addition, this concentration of ownership may delay or prevent a change in control within us and make some transactions more difficult or impossible without the support of these stockholders. The interests of these stockholders may not always coincide with our interests or the interests of other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that you would not approve or make decisions with which you may disagree.

***Certain large stockholders’ shares have been and may in the future be sold into the market, which could cause the market price of our common stock to decrease significantly.***

We believe that a significant portion of our common stock beneficially owned by Greenlight and Mr. Brickman are “restricted securities” within the meaning of the federal securities laws. We entered into registration rights agreements with each of these parties in 2014 which provide these parties the right to require us to register the resale of their shares under certain circumstances. In accordance with the registration rights agreement, the shares of common stock beneficially owned by Greenlight may be resold under the Company’s shelf registration statement on Form S-3, which became effective automatically upon filing on September 6, 2023. These shares may be sold in the market at any time, subject to compliance with securities laws. If these holders sell substantial amounts of these shares, the price of our common stock could decline. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional equity securities. As of December 31, 2025, 9,509,411 shares were held by Greenlight.

## Cybersecurity

As filed, 8,892 characters.

The Audit Committee (“Audit Committee”) of the Company’s Board of Directors (the “Board”) is actively involved in oversight of the Company’s risk management program, and cybersecurity represents an integral component of the Company’s overall approach to enterprise risk management (“ERM”). A cybersecurity threat is any potential unauthorized occurrence or a series of related unauthorized occurrences, on or conducted through, the Company’s information systems that may result in adverse effects on the confidentiality, integrity or availability of the Company’s information systems or any information residing therein. The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s ERM program and are based on recognized frameworks established by the Center for Internet Security Cybersecurity Framework. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

### Cybersecurity risk management and strategy

As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas:

- **Collaborative Approach:** The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the disclosure and reporting of such material incidents may be made by management in a timely manner.
- **Technical Safeguards:** The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
- **Incident Response and Recovery Planning:** The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis.
- **Third-Party Risk Management:** The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems.
- **Outside Consultants:** The Company engages various outside consultants, including contractors, auditors, and other third parties, to among other things:
- monitor Company networks, servers and endpoints to identify vulnerabilities;
- conduct regular email phishing campaigns for Company employees to evaluate employee responses to such campaigns, identify vulnerabilities and advise on possible attack preparedness and responses;
- obtain information of a cybersecurity incident and isolate compromised systems and electronic data from further exposure; and
- determine and execute mitigation and remediation options and plans.
- **Education and Awareness:** The Company provides annual, mandatory training for personnel regarding cybersecurity threats as a means to equip the Company’s personnel with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices. If an employee fails a bi-weekly phishing campaign they are re-enrolled in the Company’s cybersecurity awareness training.

The Company conducts periodic assessment and testing of the Company’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including annual penetration testing, adoption of an incident response plan, employee email phishing campaigns, email security monitoring, real-time vulnerability scanning and intrusion detection, employee cyber security awareness program, real-time (offsite) backups of production systems, regular audits and progress reports, and continuous improvement of the information security management system. The Company engages third parties, which it believes is the top of the market, to perform assessments on the Company’s cybersecurity measures, including audits and independent reviews of the Company’s information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee, and the Company adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.

### Governance

As discussed above, the Board has delegated to the Audit Committee the responsibility for monitoring and overseeing the Company’s cybersecurity and other information technology risks, controls, strategies and procedures. The Audit Committee periodically evaluates the Company’s information security strategies to ensure its effectiveness and, if appropriate, may also include a review from third-party experts. The Company’s Vice President of IT, Randall Anderson, reports to the Audit Committee as part of every regularly scheduled quarterly meeting of the Audit Committee (or more frequently, as needed) regarding technological risk exposure and cybersecurity risk management strategy. In addition, the full Board may review and assess cybersecurity risks as part of its responsibilities for oversight of the Company’s broad ERM program.

The Company’s Vice President of IT in coordination with the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and General Counsel (“GC”), works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans. The Company maintains insurance coverage for potential breaches and a cyber incident response plan to timely, consistently, and compliantly address cybersecurity threats that may occur despite the Company’s safeguards. The response plan covers preparation, detection and analysis, containment and investigation, notification (which may include timely notice to the Board if deemed material or appropriate), eradication and recovery, and incident closure and post-incident analysis. The Company retains a third-party cyber security firm to leverage in the event of a cyber security incident. The Company’s response planning is reviewed annually and kept up to date with industry developments. The scope of this plan is enterprise-wide and includes the Company’s business units and subsidiaries. Through ongoing communications with management, the Company’s Vice President of IT monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee when appropriate.

### Management’s Expertise

Mr. Anderson holds a bachelor’s degree in business administration with a focus on supply chain management and operations engineering from the University of Texas at Austin. He has served in various roles in information technology and information security for over 10 years, including as an IT business analyst with another publicly traded homebuilder where he was responsible for maintaining production data structures and system trainings. Mr. Anderson is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Staying informed on developments in the cyber industry is crucial to the Company’s effective prevention, detection, mitigation and remediation of any cybersecurity incidents. In addition, the Company’s CEO, CFO and GC each hold undergraduate and graduate degrees in their respective fields, and each have over 20 years of experience managing risks at the Company or at similar companies, including risks arising from cybersecurity threats.

### Risks from Cybersecurity Threats

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected nor are they reasonably likely to affect the Company, including its business strategy, results of operations or financial condition.

## Properties

As filed, 649 characters.

We lease our principal executive office located at 5501 Headquarters Drive, Suite 300W, Plano, Texas, 75024. Our homebuilding, mortgage, and title division offices are located in leased space in the markets where we conduct business. We believe that such properties are suitable and adequate to meet the needs of our businesses. Because of the nature of our homebuilding operations, we and our builders hold significant amounts of property as inventory in connection with our homebuilding business. We discuss these properties in the discussion of our homebuilding operations in Part I, Item 1 and Part II, Item 7 of this Annual Report on Form 10-K.

## Legal proceedings

As filed, 236 characters.

We are involved in various claims and litigation arising in the ordinary course of business. We do not believe that any such claims and litigation will have a material adverse effect upon our results of operations or financial position.

## Management's discussion and analysis

As filed, 48,957 characters.

*This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with our restated consolidated financial statements and the related notes included in this Form 10‑K/A and have been revised solely to reflect the corrections described in Note 1, “Restatement of Previously Issued Financial Statements”. No other information in this MD&A has been updated or modified, and this Form 10‑K/A does not reflect events or developments occurring after February 25, 2026.*

### Overview and Outlook

Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, net new home orders, which refers to the number of sales contracts executed reduced by the number of sales contracts canceled during the relevant period, and homebuilding gross margin. Our results for each key financial and operating metric, as compared to the year ended December 31, 2024, are provided below:

|  | Year Ended |
| --- | --- |
|  | **December 31, 2025** |
|  | **As restated** |
| New homes delivered | Increased by 4.2% |
| Home closings revenue | Unchanged |
| Average sales price of homes delivered | Decreased by 4.0% |
| Net new home orders | Increased by 3.1% |
| Homebuilding gross margin percentage | Decreased by 300 bps |

The results achieved in our key metrics compared to last year are largely driven by our strategic focus on infill and infill-adjacent locations in high growth markets, our land approach to self-develop raw land into finished lots that are held on our balance sheet, and our reduced cycle times. Our home deliveries and net new home orders increased 4.2% and 3.1%, respectively. Home closings revenue remained flat mainly due to a 4.0% decrease in the average sales price of homes delivered, which also resulted in a lower homebuilding gross margin percentage. We remain focused on disciplined land acquisition and operational efficiency to drive long-term value, even as we navigate a more competitive pricing environment.

We believe we operate in some of the most desirable housing markets in the nation and that increasing demand and supply levels in our target markets create favorable conditions for our future growth. As of October 2025, Texas, Florida and Georgia were ranked first, second and fifth, respectively, in terms of single-family building permits issued according to the National Association of Home Builders.

### Results of Operations

### Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

### Residential Units Revenue and New Homes Delivered

The table below represents residential units revenue and new homes delivered for the years ended December 31, 2025 and December 31, 2024 (dollars in thousands):

|  | Years Ended December 31, 2025 As restated | 2024 As restated | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Home closings revenue | $2,032,781 | $2,032,288 | $493 | —% |
| Mechanic’s lien contracts revenue | 219 | 380 | (161) | (42.4)% |
| Residential units revenue | $2,033,000 | $2,032,668 | $332 | —% |
| New homes delivered | 3,943 | 3,783 | 160 | 4.2% |
| Average sales price of homes delivered | $515.5 | $537.2 | $(21.7) | (4.0)% |

26

Residential units revenue remained flat mainly due to a 4.2% increase in the number of homes delivered partially offset by a 4.0% decrease in average sales price of new homes delivered. The increase in new homes delivered was primarily driven by our Trophy Signature Homes and CB JENI Homes brands. The decrease in the average sales price of homes delivered was attributable to product mix, higher incentives, discounts, and closing costs to sustain order pace.

### New Home Orders and Backlog

The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s liens contracts (dollars in thousands):

|  | Years Ended December 31, 2025 As restated | 2024 As restated | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Net new home orders | 3,795 | 3,681 | 114 | 3.1% |
| Revenue from net new home orders | $1,891,002 | $1,972,745 | $(81,743) | (4.1)% |
| Average selling price of net new home orders | $498.3 | $535.9 | $(37.6) | (7.0)% |
| Cancellation rate | 7.5% | 7.3% | 0.2% | 2.7% |
| Absorption rate per average active selling community per quarter | 9.3 | 9.1 | 0.2 | 2.2% |
| Average active selling communities | 102 | 101 | 1 | 1.0% |
| Active selling communities at end of period | 101 | 106 | (5) | (4.7)% |
| Backlog revenue | $347,283 | $489,282 | $(141,999) | (29.0)% |
| Backlog units | 520 | 668 | (148) | (22.2)% |
| Average sales price of backlog | $667.9 | $732.5 | $(64.6) | (8.8)% |

Net new home orders increased by 3.1% over the prior year while our average active selling communities remained relatively flat. Revenue from net new home orders declined $81.7 million or 4.1% consistent with the decline in the average selling price of net new home orders. The increase in net new home orders is attributable to a lower cancellation rate and higher incentives offered to drive sales orders.

Backlog refers to homes under sales contracts that have not yet closed at the end of the relevant period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the relevant period. Sales contracts may be canceled prior to closing for a number of reasons, including the inability of the homebuyer to obtain suitable mortgage financing. Accordingly, backlog may not be indicative of our future revenue.

Backlog revenue decreased by 29.0% mainly due to a decrease of 148 backlog units and a 8.8% decrease in the average sales price of backlog units compared to the prior year period. The change in backlog is due to increase in homes delivered of 160 units partially offset by an increase in new home orders of 114 units.

Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the respective period, was 7.5% for the year ended December 31, 2025, compared to 7.3% for the year ended December 31, 2024. Our cancellation rate remained in a historically low range under 10.0% since December 31, 2022.

### Residential Units Gross Margin

The table below represents the components of residential units gross margin (dollars in thousands):

|  | Years Ended December 31, 2025 As restated |  | 2024 As restated |  |
| --- | ---: | ---: | ---: | ---: |
| Home closings revenue | $2,032,781 | 100.0% | $2,032,288 | 100.0% |
| Cost of homebuilding units | 1,394,572 | 68.6% | 1,333,145 | 65.6% |
| Homebuilding gross margin | $638,209 | 31.4% | $699,143 | 34.4% |
| Mechanic’s lien contracts revenue | $219 | 100.0% | $380 | 100.0% |
| Cost of mechanic’s lien contracts | 134 | 61.2% | 275 | 72.4% |
| Mechanic’s lien contracts gross margin | $85 | 38.8% | $105 | 27.6% |
| Residential units revenue | $2,033,000 | 100.0% | $2,032,668 | 100.0% |
| Cost of residential units | 1,394,706 | 68.6% | 1,333,420 | 65.6% |
| Residential units gross margin | $638,294 | 31.4% | $699,248 | 34.4% |

Residential units revenue increased by $0.3 million or —% during the year ended December 31, 2025 due to the increase in home deliveries of 4.2% partially offset by a 4.0% reduction in average sales price as discussed above. Cost of residential units as a percent of residential units revenue for the year ended December 31, 2025 increased to 68.6% compared to 65.6% in the previous year due to a combination of higher discounts and closing costs.

Residential units gross margin for the year ended December 31, 2025 decreased to 31.4%, compared to 34.4% for the year ended December 31, 2024. The decrease in residential units gross margin is primarily driven by higher incentives, discounts, and closing costs.

### Land and Lots Revenue

The table below represents lots closed and land and lots revenue (dollars in thousands):

|  | Years Ended December 31, 2025 | 2024 | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Lots revenue | $6,994 | $14,723 | $(7,729) | (52.5)% |
| Land revenue | — | 14,084 | (14,084) | (100.0)% |
| Land and lots revenue | $6,994 | $28,807 | $(21,813) | (75.7)% |
| Lots closed | 68 | 185 | (117) | (63.2)% |
| Average sales price of lots closed | $102.9 | $79.6 | $23.3 | 29.3% |

From time to time, we will opportunistically sell finished lots to other homebuilders. Lots revenue decreased by 52.5% during the year ended December 31, 2025, driven by a 63.2% decrease in the number of lots closed partially offset by a 29.3% decrease in the average lot price. Land revenue represents sales of tracts of land during the year ended December 31, 2024.

### Selling, General and Administrative Expenses

The table below represents the components of selling, general and administrative expense (dollars in thousands):

|  | Years Ended December 31, 2025 | 2024 | As Percentage of Segment Revenue 2025 As restated | 2024 As restated |
| --- | ---: | ---: | ---: | ---: |
| Builder operations | $220,977 | $218,201 |  |  |
| Corporate, other and unallocated expense | 9,225 | 8,083 |  |  |
| Net builder operations | 230,202 | 226,284 | 11.3% | 11.1% |
| Land development | 1,161 | 282 | 16.6% | 1.0% |
| Total selling, general and administrative expenses | $231,363 | $226,566 | 11.3% | 11.0% |

Total selling, general and administrative expense as a percentage of revenue increased to 11.3% for the year ended December 31, 2025, which is substantially in line with 11.0% for the year ended December 31, 2024.

#### Builder Operations

Selling, general and administrative expenses as a percentage of revenue for builder operations was 11.3% compared to 11.1% in the prior year period. Builder operations expenditures include salaries, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.

#### Corporate, Other and Unallocated

Selling, general and administrative expense for the corporate, other and unallocated non-operating segment for the year ended December 31, 2025 was $9.2 million, compared to $8.1 million for the year ended December 31, 2024. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.

### Equity in Income of Unconsolidated Entities

Equity in income of unconsolidated entities decreased to $1.0 million, or 80.3%, for the year ended December 31, 2025, compared to $5.1 million for the year ended December 31, 2024, primarily due to the winding down of our BHome Mortgage joint venture and ramping up of our wholly-owned subsidiary GRBK Mortgage during the year ended December 31, 2025. See Note 5 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of Green Brick’s share in net earnings by unconsolidated entity.

### Other Income, Net

Other income, net, decreased to $27.7 million for the year ended December 31, 2025, compared to $29.8 million for the year ended December 31, 2024. The change was primarily due to gain in the sale of our investment in Challenger during the year ended December 31, 2024 partially offset by income generated from our wholly-owned mortgage subsidiary during the year ended December 31, 2025.

### Income Tax Expense

Income tax expense was $94.7 million for each of the years ended December 31, 2025 and 2024. See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion on the Company’s income tax expense for the year ended December 31, 2025.

### Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

### Residential Units Revenue and New Homes Delivered

The table below represents residential units revenue and new homes delivered for the years ended December 31, 2024 and December 31, 2023 (dollars in thousands):

|  | Years Ended December 31, 2024 As restated | 2023 As restated | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Home closings revenue | $2,032,288 | $1,739,388 | $292,900 | 16.8% |
| Mechanic’s lien contracts revenue | 380 | 1,467 | (1,087) | (74.1)% |
| Residential units revenue | $2,032,668 | $1,740,855 | $291,813 | 16.8% |
| New homes delivered | 3,783 | 3,123 | 660 | 21.1% |
| Average sales price of homes delivered | $537.2 | $557.0 | $(19.8) | (3.6)% |

The $291.8 million increase in residential units revenue was driven by the 21.1% increase in the number of homes delivered partially offset by a 3.6% decrease in average sales price of new homes delivered. The increase in new homes delivered is attributable to our increase in community count, the limited competition in our infill and infill-adjacent community sites, our reduced cycle times, and the continued low supply of existing and new home inventory in our markets. The decrease in the average sales price of homes delivered is primarily attributable to an increase in the percentage of home deliveries by Trophy Signature Homes over the last year and higher incentives driven by the high mortgage rate environment. Trophy had an average sales price below the Company average due to a mix of product type and selling more inventory in perimeter locations.

### New Home Orders and Backlog

The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s liens contracts (dollars in thousands):

|  | Years Ended December 31, 2024 As restated | 2023 As restated | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Net new home orders | 3,681 | 3,356 | 325 | 9.7% |
| Revenue from net new home orders | $1,972,745 | $1,920,965 | $51,780 | 2.7% |
| Average selling price of net new home orders | $535.9 | $572.4 | $(36.5) | (6.4)% |
| Cancellation rate | 7.3% | 6.6% | 0.7% | 10.6% |
| Absorption rate per average active selling community per quarter | 9.1 | 9.9 | (0.8) | (8.1)% |
| Average active selling communities | 101 | 85 | 16 | 18.8% |
| Active selling communities at end of period | 106 | 91 | 15 | 16.5% |
| Backlog revenue | $489,282 | $549,205 | $(59,923) | (10.9)% |
| Backlog units | 668 | 770 | (102) | (13.2)% |
| Average sales price of backlog | $732.5 | $713.3 | $19.2 | 2.7% |

Net new home orders increased by 9.7% over the prior year and our average active selling communities increased by 18.8% due to the continued opening of new communities that outpaced the sellout of existing communities. As a result, our absorption rate per average active selling community decreased 8.1% year over year, which we believe is due to elevated mortgage rates, high interest rate volatility, and the lock-in effect of homeowners with existing lower rate mortgages. The increase in net new home orders is attributable to the increase in our active selling communities, the limited competition in our infill and infill-adjacent community sites, and the strength in demand in our primary higher growth markets.

Backlog refers to homes under sales contracts that have not yet closed at the end of the respective period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the respective period. Sales contracts may be canceled prior to closing for a number of reasons, including the inability of the homebuyer to obtain suitable mortgage financing. Accordingly, backlog may not be indicative of our future revenue.

Backlog revenue decreased by 10.9% due to a 13.2% decrease in backlog units partially offset by a 2.7% increase in the average sales price of backlog units. As a result, our spec units under construction as a percentage of total units under construction increased from 69.8% as of December 31, 2023 to 75.6% as of December 31, 2024.

Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 7.3% for the year ended December 31, 2024, compared to 6.6% for the year ended December 31, 2023. Our cancellation rate remained in a historically low range under 10.0% since December 31, 2022.

### Residential Units Gross Margin

The table below represents the components of residential units gross margin (dollars in thousands):

|  | Years Ended December 31, 2024 As restated |  | 2023 As restated |  |
| --- | ---: | ---: | ---: | ---: |
| Home closings revenue | $2,032,288 | 100.0% | $1,739,388 | 100.0% |
| Cost of homebuilding units | 1,333,145 | 65.6% | 1,193,734 | 68.6% |
| Homebuilding gross margin | $699,143 | 34.4% | $545,654 | 31.4% |
| Mechanic’s lien contracts revenue | $380 | 100.0% | $1,467 | 100.0% |
| Cost of mechanic’s lien contracts | 275 | 72.4% | 945 | 64.4% |
| Mechanic’s lien contracts gross margin | $105 | 27.6% | $522 | 35.6% |
| Residential units revenue | $2,032,668 | 100.0% | $1,740,855 | 100.0% |
| Cost of residential units | 1,333,420 | 65.6% | 1,194,679 | 68.6% |
| Residential units gross margin | $699,248 | 34.4% | $546,176 | 31.4% |

Residential units revenue increased by $291.8 million or 17.0% during the year ended December 31, 2024, mainly due to an increase in home deliveries of 21.1% partially offset by a 3.6% reduction in average sales price of homes delivered as discussed above. Cost of residential units as a percent of residential units revenue for the year ended December 31, 2024 decreased to 65.6% compared to 68.6% in the previous year due to a combination of product mix and a focus on delivering more affordable product to combat high interest rates.

Residential units gross margin for the year ended December 31, 2024 increased to 34.4%, compared to 31.4% for the year ended December 31, 2023. The increase in residential units gross margin is primarily due to limited competition in our infill and infill-adjacent community sites, our self-development strategy, our high growth primary markets of DFW and Atlanta, our infill locations, and our expertise in site selection.

### Land and Lots Revenue

The table below represents lots closed and land and lots revenue (dollars in thousands):

|  | Years Ended December 31, 2024 | 2023 | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Lots revenue | $14,723 | $7,426 | $7,297 | 98.3% |
| Land revenue | 14,084 | 1,029 | 13,055 | 1,268.7% |
| Land and lots revenue | $28,807 | $8,455 | $20,352 | 240.7% |
| Lots closed | 185 | 73 | 112 | 153.4% |
| Average sales price of lots closed | $79.6 | $101.7 | $(22.1) | (21.7)% |

From time to time we will opportunistically sell finished lots to other homebuilders when we determine that we have excess capacity in specific neighborhoods or submarkets. Lots revenue increased by 98.3% during the year ended December 31, 2024, driven by a 153.4% increase in the number of lots closed partially offset by a 21.7% decrease in the average lot price. Land revenue represents sales of two tracts of commercial land during the year ended December 31, 2024.

### Selling, General and Administrative Expenses

The table below represents the components of selling, general and administrative expense (dollars in thousands):

|  | Years Ended December 31, 2024 | 2023 As restated | As Percentage of Segment Revenue 2024 As restated | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Builder operations | $218,201 | $192,827 |  |  |
| Corporate, other and unallocated (income) expense | 8,083 | (254) |  |  |
| Net builder operations | 226,284 | 192,573 | 10.9% | 10.9% |
| Land development | 282 | 404 | 1.0% | 5.1% |
| Total selling, general and administrative expenses | $226,566 | $192,977 | 10.8% | 10.9% |

Selling, general and administrative expense as a percentage of revenue was 10.8% for the year ended December 31, 2024, which is substantially in line with 10.9% for the year ended December 31, 2023.

#### Builder Operations

Selling, general and administrative expenses as a percentage of revenue for builder operations remained flat year over year. Builder operations expenditures include salaries, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.

#### Corporate, Other and Unallocated

Selling, general and administrative expense for the corporate, other and unallocated non-operating segment for the year ended December 31, 2024 was $8.1 million, compared to income of $0.3 million for the year ended December 31, 2023. The increase was driven by incentive compensation and charitable donations during the year ended December 31, 2024. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.

### Equity in Income of Unconsolidated Entities

Equity in income of unconsolidated entities decreased to $5.1 million, or 69.6%, for the year ended December 31, 2024, compared to $16.7 million for the year ended December 31, 2023. This decrease is mainly due to the sale of our ownership interest in Challenger during the three months ended March 31, 2024, wherein, we recognized only one month of net earnings from this investment during 2024 compared to twelve months in the prior year. See Note 5 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of Green Brick’s share in net earnings by unconsolidated entity.

### Other Income, Net

Other income, net, increased to $29.8 million for the year ended December 31, 2024, compared to $19.4 million for the year ended December 31, 2023. The change was primarily due to a $10.7 million gain in the sale of our investment in Challenger.

### Income Tax Expense

Income tax expense increased to $94.7 million for the year ended December 31, 2024 from $84.6 million for the year ended December 31, 2023. The increase was substantially due to higher taxable income partially offset by investment tax credits purchased at a discount and an income tax benefit for equity compensation deductions. See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion on the Company’s income tax expense for the year ended December 31, 2024.

### Lots Owned and Under Contract

The following table presents the lots we owned or had under contract, including lot option contracts, as of December 31, 2025 and December 31, 2024. Owned lots are those for which we hold title, and have yet to start vertical construction, while lots under contract are those for which we do not hold title, but have the contractual right to acquire.

| Lots owned | December 31, 2025 Central(1) | Southeast(2) | Total | December 31, 2024 Central(1) | Southeast(2) | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Finished lots | 4,518 | 663 | 5,181 | 3,932 | 790 | 4,722 |
| Lots in communities under development | 26,339 | 1,703 | 28,042 | 22,524 | 1,670 | 24,194 |
| Land held for future development(3) | 3,800 | — | 3,800 | 3,800 | — | 3,800 |
| Total lots owned | 34,657 | 2,366 | 37,023 | 30,256 | 2,460 | 32,716 |
| Lots under contract |  |  |  |  |  |  |
| Lots and land under option contracts | 300 | 310 | 610 | 1,897 | 349 | 2,246 |
| Adjustment to lots and land under option contracts under updated definition of controlled lots previously excluded(4)(5) | 7,997 | 645 | 8,642 | 6,423 | — | 6,423 |
| Lots under option through unconsolidated development joint ventures | 2,488 | 65 | 2,553 | 2,614 | 255 | 2,869 |
| Total lots under contract(6) | 10,785 | 1,020 | 11,805 | 10,934 | 604 | 11,538 |
| Total lots owned and under contract (7) | 45,442 | 3,386 | 48,828 | 41,190 | 3,064 | 44,254 |
| Percentage of lots owned | 76.3% | 69.9% | 75.8% | 73.5% | 80.3% | 73.9% |

(1) The Texas market.

(2) The Atlanta and Florida markets.

(3) Land held for future development consist of raw land parcels where development activities have been postponed due to market conditions or other factors.

(4) We previously referred to “lots controlled”, which included only lots past feasibility studies for which we did not hold title, but had the contractual right to acquire. However, as of December 31, 2025, we revised our definition of lots controlled to “lots under contract” to provide investors consistent disclosure with those of other home builders. Lots under contract include all land or lot parcels that we have a contractual right to acquire pursuant to a fully executed option contact or purchase and sale agreement. These rights are supported by sufficient consideration provided by the Company to allow meaningful control over future acquisition, including the ability to directly influence entitlements or development, even though legal title has not yet transferred.

(5) These lots would be included under “Lots and land under option contracts”.

(6) As of December 31, 2025, 16.6% of the total lots under contract had refundable deposits.

(7) Total lots excludes lots with homes under construction.

### Liquidity and Capital Resources Overview

As of December 31, 2025 and December 31, 2024, we had $154.6 million and $141.5 million of unrestricted cash, respectively. Our historical cash management strategy includes redeploying net cash from the sale of home inventory to acquire and develop land and lots that represent opportunities to generate desired margins and returns, and using cash to make additional investments in business acquisitions, joint ventures, or other strategic activities such as stock repurchases.

Our principal uses of capital for the year ended December 31, 2025 were home construction, land purchases, land development, repayments of lines of credit, operating expenses, payment of routine liabilities and stock repurchases. Historically, we have used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.

Cash flows for each of our communities depend on the community’s stage in the development cycle. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities, and home construction. These costs are a component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community life cycle, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development previously occurred.

Our homebuilding debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes, and notes payable, net of debt issuance costs (“total debt”), divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 12.8% as of December 31, 2025.

Additionally, as of December 31, 2025, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 8.2%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding activities. We target a debt to total capitalization ratio of approximately 20%, which we expect will provide us with significant additional growth capital.

### Reconciliation of a Non-GAAP Financial Measure

In this Annual Report on Form 10-K/A, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the Securities and Exchange Commission (“SEC”). Net debt to total capitalization is calculated as total debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating the Company’s financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation, as a substitute for, or superior to, financial measures prepared in accordance with GAAP.

The closest GAAP financial measure to the net debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net homebuilding debt to total capitalization ratio as of December 31, 2025 (dollars in thousands):

|  | Total capitalization Gross | Cash and cash equivalents | Net | Homebuilding capitalization(1) Gross | Cash and cash equivalents | Net |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Total debt, net of debt issuance costs | $320,276 | $(154,590) | $165,686 | $273,878 | $(147,830) | $126,048 |
| Total Green Brick Partners, Inc. stockholders’ equity | 1,858,962 | — | 1,858,962 | 1,858,962 | — | 1,858,962 |
| Total capitalization | $2,179,238 | $(154,590) | $2,024,648 | $2,132,840 | $(147,830) | $1,985,010 |
| Debt to total capitalization ratio | 14.7% |  |  | 12.8% |  |  |
| Net debt to total capitalization ratio |  |  | 8.2% |  |  | 6.3% |

(1) Homebuilding capitalization ratio excludes cash and debt related to our wholly owned mortgage company.

### Key Sources of Liquidity

Our key sources of liquidity were funds generated by operations and provided by borrowings during the year ended December 31, 2025.

### Cash Flows

The following summarizes our primary sources and uses of cash for the year ended December 31, 2025 as compared to the year ended December 31, 2024:

- *Operating activities.* Net cash provided by operating activities for the year ended December 31, 2025 was $213.2 million, compared to $25.9 million during the year ended December 31, 2024. The net cash inflows for the year ended December 31, 2025 were primarily generated from business operations of $343.5 million, partially offset by an increase in inventory of $160.3 million.
- *Investing activities.* Net cash used in investing activities for the year ended December 31, 2025 increased to $43.6 million compared to cash provided by investing activities of $27.8 million for the year ended December 31, 2024. The cash outflows were primarily used for investments in unconsolidated entities of $38.8 million and the purchase of property and equipment, net of disposals of $4.8 million during the year ended December 31, 2025.
- *Financing activities.* Net cash used in financing activities for the year ended December 31, 2025 was $138.4 million, compared to a $93.5 million during the year ended December 31, 2024. The cash outflows for the year ended December 31, 2025 were primarily for share repurchases of $83.8 million, net repayments on our lines of credit of $21.0 million and distributions to noncontrolling interests of $27.1 million.

For discussion and analysis our cash flows for the year ended December 31, 2024 as well as for comparison to our cash flows for the year ended December 31, 2023, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.

### Debt Instruments

Borrowings on lines of credit outstanding, net of debt issuance costs, as of December 31, 2025 and December 31, 2024 consisted of the following (in thousands):

|  | December 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Secured Revolving Credit Facility | $— | $— |
| Unsecured Revolving Credit Facility | — | 25,000 |
| Warehouse facilities | 46,398 | — |
| Debt issuance costs, net of amortization | (2,465) | (2,355) |
| Total borrowings on lines of credit, net | $43,933 | $22,645 |

*Secured Revolving Credit Facility –* As of December 31, 2025 and 2024, we had no outstanding amounts under our Secured Revolving Credit Facility. On May 1, 2025, the Company entered into the Tenth Amendment to the Secured Revolving Credit Facility to extend its maturity date to May 1, 2028. Outstanding borrowings under the amended Secured Revolving Credit Facility bear interest payable monthly at a floating rate per annum equal to SOFR plus 2.25%, but in no event less than 3.15% per annum or more than the lesser of 18% and the highest maximum rate allowed by applicable law. The entire unpaid principal balance and any accrued but unpaid interest is due and payable on the maturity date.

*Unsecured Revolving Credit Facility –* As of December 31, 2025, we had no amounts outstanding under our Unsecured Revolving Credit facility compared to $25 million as of December 31, 2024. On December 10, 2025, the Company entered into the Thirteenth Amendment to this credit agreement. The Credit Agreement was amended (i) to reduce the SOFR spread and base rate spread, (ii) to allow the Company to request a revolving credit advance using Daily SOFR (as defined in the Credit Agreement) and (iii) for other administrative changes. The total commitments remain at $330 million. The maturity of all commitments under the facility have been extended to December 14, 2028.

*Senior Unsecured Notes -* As of December 31, 2025, we had four series of senior unsecured notes outstanding which were each issued pursuant to a note purchase agreement. The aggregate amount of senior unsecured notes outstanding was $262.0 million as of December 31, 2025, compared to $299.1 million as of December 31, 2024, respectively, net of issuance costs.

- In August 2019, we issued $75.0 million of senior unsecured notes (the “2026 Notes”). Interest accrues at an annual rate of 4.0% and is payable quarterly. The final principal payment of $50.0 million is due on August 8, 2026.
- In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
- In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. The remaining principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2026, 2027, and 2028.
- In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.

The senior unsecured notes allow optional prepayment is allowed with payment of a “make-whole” premium that fluctuates depending on market interest rates. Interest is payable quarterly in arrears.

Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of December 31, 2025. Specifically, under the most restrictive covenants, we are required to maintain the following:

- a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0. As of December 31, 2025, our interest coverage on a last 12 months’ basis was 32.8 to 1.0;
- a Consolidated Tangible Net Worth of no less than approximately $1,169.0 million. As of December 31, 2025, our Consolidated Tangible Net Worth was $1,858.1 million; and
- a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of December 31, 2025, we had a rolling average ratio of 15.0%.

#### Warehouse Facilities

GRBK Mortgage, LLC, a wholly owned subsidiary of the Company, is party to warehouse facilities to fund its origination of mortgage loans (the “Warehouse Facilities”) as follows (in thousands):

| Maturity Date | Maximum Aggregate Commitment | Outstanding Balance As of December 31, 2025 | December 31, 2024 |
| --- | ---: | ---: | ---: |
| January 29, 2026(1) | $40,000 | $16,828 | $— |
| December 15, 2027 | 40,000 | 29,570 | — |
|  | $80,000 | $46,398 | $— |

(1) On January 23, 2026, the warehouse facility with a maturity date of January 29, 2026 was extended to January 29, 2027.

The Warehouse Facilities provide for an aggregate uncommitted amount of $80.0 million. The Warehouse Facilities are (i) secured by the underlying mortgage loans and bear interest at a variable rate based on SOFR plus a margin ranging from 1.75% to 2% and (ii) guaranteed by Green Brick. The facilities are subject to annual renewal and contain customary covenants and conditions regarding minimum net worth, leverage, profitability and liquidity. The Company was in compliance with the financial covenants under the Warehouse Facilities as of December 31, 2025.

Under the Warehouse Facilities, banks purchase a participation interest in individual mortgage loans, with GRBK Mortgage providing the remainder of the principal of the mortgage, typically up to 2% depending on the loan product. The mortgage loans, with the servicing rights, are then sold, typically within 14 to 60 days, to a third party investor and the bank is repaid its participation interest plus interest and the remainder is remitted to GRBK Mortgage. If a third party investor has not purchased the mortgage loan within the anticipated timeframes then GRBK Mortgage is required to repurchase the mortgage loan for the full amount of the participation interest plus interest.

As of December 31, 2025, we believe that our cash on hand, capacity available under our lines of credit and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months and fund our operations. For more detailed information on our lines of credit, refer to Note 8 to the Consolidated Financial Statements located in Part II, Item 8 of this Annual Report on Form 10-K/A.

### Preferred Equity

As of December 31, 2025 and December 31, 2024 we had 2,000,000 Depositary Shares issued and outstanding, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). We pay cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears. During each of the years ended December 31, 2025, 2024, and 2023, we paid dividends of $2.9 million on the Series A Preferred Stock. On February 18, 2026, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on March 13, 2026 to stockholders of record as of March 2, 2026.

### Registration Statements

In September 2023, we filed with the SEC an automatic shelf registration statement on Form S-3 which enables us to issue shares of common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this registration statement. The Company has not issued any securities under this registration statement through the date of this filing.

### Off-Balance Sheet Arrangements

### Land and Lot Option Contracts

In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements.

We also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices that typically include escalations in lot prices over time.

Our utilization of lot option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the seller.

As of December 31, 2025, we had earnest money deposits of $14.8 million at risk associated with contracts to purchase 9,633 lots with an aggregate purchase price of approximately $377.6 million.

### Letters of Credit and Performance Bonds

Refer to Note 18 in the accompanying Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K/A for details of letters of credit and performance bonds outstanding.

### Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions. Management believes that the following accounting area is most critical to the portrayal of our financial condition and results of operations and requires the most subjective or complex judgments.

### Impairment of Inventory

We value inventory at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. In accordance with Accounting Standards Codification 360, *Property, Plant, and Equipment (“*ASC 360”), we evaluate our inventory for indicators of impairment by individual community and development during each reporting period.

For our builder operations segments, during each reporting period, contribution margins on closed homes and homes under construction, and forecasted margins for future starts are reviewed at a community level by management. In the event that this review suggests higher potential for losses at a specific community, the Company monitors such communities by adding them to our “watchlist” communities, and, when an impairment indicator is present, further analysis is performed.

For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves comparing anticipated lot sale revenues to projected costs (i.e. lot gross margins). For lots designated for our builders, we review land for indicators of impairment on a consolidated level, looking at overall projected home contribution margins. In determining the allocation of costs to a particular land parcel, we rely on project budgets which are based on a variety of assumptions, including assumptions about development schedules and future costs to be incurred. It is common that actual results differ from budgeted amounts for various reasons, including delays, changes in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. We apply procedures to maintain best estimates in our budgets, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.

Each reporting period, management reviews each real estate asset with an indicator of impairment to determine whether the estimated remaining undiscounted future cash flows are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the remaining revenue from closings based on the contractual lot takedowns remaining, future projected lot takedowns, or historical and projected home sales or delivery absorptions for homebuilding operations and then comparing such projections to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its judgment to project potential cost increases. In determining the estimated cash flows for land held for sale, management considers recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, and similar information. When projecting revenue, management does not assume improvement in market conditions.

If the estimated undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and will be written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including the timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value.

Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when the assessment is made. These factors are specific to each community and may vary among communities. When deemed appropriate, we use recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, or similar information as inputs to estimate the fair value of certain real estate assets.

When estimating cash flows of a community, management makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.

Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model home maintenance costs and advertising costs). Due to uncertainties in the estimation process, the volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates.

Refer to Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K/A for further description of our significant accounting policies.

### Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K/A for recent accounting pronouncements.

## Market risk

As filed, 1,881 characters.

Our operations are interest rate sensitive. Because overall housing demand is adversely affected by increases in interest rates, a significant increase in mortgage interest rates may negatively affect the ability of homebuyers to secure adequate financing. Higher interest rates could adversely affect our revenues, gross margins and net income.

Our lines of credit have variable interest rates which are subject to minimum interest rates. An increase in interest rates could cause the cost of those lines to increase. As of December 31, 2025, we had no amounts outstanding under our revolving credit facilities.

For fixed rate debt, such as our senior unsecured notes, changes in interest rates have an impact on the fair value of the debt instrument, not on our earnings or cash flows.

The following table provides information about our significant fixed rate instruments that are sensitive to changes in interest rates. Our debt obligations, annual maturity amounts, weighted average interest rates, and estimated fair market value of our senior unsecured notes for the year ended December 31, 2025 are summarized below (amounts in thousands):

| Liabilities: Senior unsecured notes | Years ended December 31, 2026 | 2027 | 2028 | 2029 | Total | Fair Value at December 31, 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Principal repayments | 75,000 | 62,500 | 55,000 | 70,000 | 262,500 | $257,300 |
| Weighted Average interest rate | 3.37% | 3.27% | 3.25% | 3.25% | 3.30% |  |

We do not enter into, or intend to enter into, swaps, forward or option contracts on interest rates or commodities or other types of derivative financial instruments for trading, hedging or speculative purposes.

Many of the statements contained in this section are forward-looking and should be read in conjunction with the disclosures under the heading “Forward-Looking Statements.”

## Controls and procedures

As filed, 13,723 characters.

### Evaluation of Disclosure Controls and Procedures

At the time of the filing of this Amendment on Form 10-K/A, covered by this Annual Report on Form 10-K/A, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this Annual Report on Form 10-K/A because of the material weakness in internal control over financial reporting. Notwithstanding the material weakness, based on additional analyses and other procedures performed, management believes that the consolidated financial statements included in this Annual Report on Form 10-K/A fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. generally accepted accounting principles (“GAAP”).

### Management’s Report on Internal Control over Financial Reporting

Green Brick’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including the CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based upon *Internal Control-Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management identified a material weakness in our internal control over financial reporting that led to a restatement of the Company’s consolidated financial statements. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness stemmed from our risk assessment process not being sufficiently precise to identify, on a timely basis, that a prior immaterial conclusion related to ASC 606 *Revenue from Contracts with Customers (“ASC 606”)* had become material as conditions changed. In connection with adoption of ASC 606 the Company conducted an initial assessment of the impact and deemed it to not have a material effect on our results of operations as the Company at that time did not provide a material amount of closing cost incentives to homebuyers. Commencing in 2023, the Company increased its use of closing cost incentives, including interest-rate buy-downs, but controls were not in place to operate at the level of precision to detect that these incentives were not correctly recorded or required reevaluation under ASC 606 to conclude that closing cost incentives offered to homebuyers, including interest-rate buy-downs, should have been accounted for as consideration payable to a customer as a reduction of the transaction price and, therefore, a reduction in residential units revenue. Management has determined that a control was not implemented at a level of precision to ensure that an accounting standard that was not material upon adoption continued to be tested for materiality upon changes in the Company’s business practices.

Based upon the existence of this material weakness, we concluded we did not maintain effective internal control over financial reporting as of December 31, 2025.

### Remediation Plan for Existing Material Weakness

Management is committed to the remediation of the material weakness described above, as well as the continued improvement of the Company’s internal control over financial reporting. Management has implemented, and continues to implement, the actions described below to remediate the underlying causes of the control deficiency that gave rise to the material weakness. Until the remediation efforts described below, including any additional measures management identifies as necessary, are completed, the material weakness described above will continue to exist. We cannot provide any assurance that the below remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. Management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:

- Management is in the process of revising its accounting policy on ASC 606 to provide for explicit consideration of incentives payable to or on behalf of customers and expanded guidance regarding the characterization and treatment of these types of closing cost incentives;
- Management plans to enhance its quarterly “Accounting Disclosure Checklist” control process to add an additional entity-level control that will specifically include a reassessment of previously adopted accounting standards to our financials which will include a documented quarterly assessment of (a) new accounting guidance and (b) changes in the Company’s business practices and significant transaction types to determine whether previously adopted accounting conclusions remain appropriate;
- Management plans to communicate at the corporate level and throughout all the builders to ensure that all individuals in control positions understand the correct interpretation and application of ASC 606 with respect to cost incentives and variable consideration; and
- The Company has appointed new individuals in key roles within the finance and accounting department and will continue to evaluate the roles and responsibilities of key individuals that are part of the control environment.

### Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2025, there were no changes in our internal controls that have materially affected

or are reasonably likely to have a material effect on our internal control over financial reporting.

### Report of Independent Registered Public Accounting Firm

Stockholders and the Board of Directors

### Opinion on the Internal Control Over Financial Reporting

We have audited Green Brick Partners, Inc. and its Subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (COSO). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in COSO.

In our report dated February 25, 2026, we expressed an unqualified opinion that the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. As a result of the material weakness described below, management has revised its assessment, as presented in the accompanying Management’s Report on Internal Control over Financial Reporting, to conclude that the Company’s internal control over financial reporting was not effective as of December 31, 2025. Accordingly, our present opinion on the effectiveness of internal control over financial reporting as of December 31, 2025, as expressed herein, is different from that expressed in our previous report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment. Management determined controls were not in place to operate at the level of precision to detect closing cost incentives, including interest-rate buy-downs were not correctly recorded or required reevaluation under Accounting Standards Codification 606 to conclude that these incentives offered to homebuyers, including interest-rate buy-downs, should have been accounted for as consideration payable to a customer as a reduction of the transaction price and, therefore, a reduction in residential units revenue. Management determined there is a reasonable possibility that a material misstatement of the Company’s financial statements would not be prevented or detected on a timely basis and the Company’s internal control over financial reporting was not effective as of December 31, 2025.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2025 and 2024, the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company and our report dated February 25, 2026, expressed an unqualified opinion. The material weakness described above was considered in determining the nature, timing and extent of audit tests applied in our audit of the financial statements, and this report does not affect our report thereon dated February 25, 2026, except for Note 1 - Restatement of Previously Issued Financial Statements caption, as to which the date is May 11, 2026, which expressed an unqualified opinion.

### Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

### Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Dallas, Texas

February 25, 2026, except for the effect of the material weakness described above, as to which the date is May 11, 2026

Filed May 11, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-033478. Last ingested by Listed: Oct 30, 2026, 16:44 ET. No prices; not investment advice.