UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from — to —
Commission file number: 001-33530
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | |||||||||||||||||||
| , | ||||||||||||||||||||
| (Address of principal executive offices, including Zip Code) | (Registrant’s telephone number, including area code) | |||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, par value $0.01 per share | GRBK | NYSE Texas, Inc. | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The number of shares of the Registrant’s common stock outstanding as of October 24, 2025 was 43,565,098 .
TABLE OF CONTENTS
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| Item 2. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data) (Unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Receivables | |||||||||||
| Real estate inventory: | |||||||||||
| Inventory owned | |||||||||||
| Consolidated inventory related to VIE | |||||||||||
| Total inventory | |||||||||||
| Investments in unconsolidated entities | |||||||||||
| Right-of-use assets - operating leases | |||||||||||
| Property and equipment, net | |||||||||||
| Earnest money deposits | |||||||||||
| Deferred income tax assets, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Customer and builder deposits | |||||||||||
| Lease liabilities - operating leases | |||||||||||
| Borrowings on lines of credit, net | |||||||||||
| Senior unsecured notes, net | |||||||||||
| Notes payable | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest in equity of consolidated subsidiary | |||||||||||
| Equity: | |||||||||||
| Green Brick Partners, Inc. stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total Green Brick Partners, Inc. stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Residential units revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Land and lots revenue | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Cost of residential units | ||||||||||||||||||||||||||
| Cost of land and lots | ||||||||||||||||||||||||||
| Total cost of revenues | ||||||||||||||||||||||||||
| Total gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity in income of unconsolidated entities | ||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Net income attributable to Green Brick Partners, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income attributable to Green Brick Partners, Inc. per common share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
For the three months ended September 30, 2025 and 2024:
| Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from equity incentive plan, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholdings from share-based compensation awards | ( | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock retirement | ( | ( | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
For the nine months ended September 30, 2025 and 2024:
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from equity incentive plan, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholdings from share-based compensation awards | ( | ( | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | ( | ( | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock retirement | ( | ( | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from equity incentive plan, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholdings from vesting of restricted stock awards | ( | ( | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock retirement | ( | ( | — | — | ( | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Loss on disposal of property and equipment, net | |||||||||||
| Share-based compensation expense | |||||||||||
| Equity in income of unconsolidated entities | ( | ( | |||||||||
| Allowances for option deposits and pre-acquisition costs | |||||||||||
| Gain on sale of investment in unconsolidated entity | ( | ||||||||||
| Distributions of income from unconsolidated entities | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Increase in receivables | ( | ( | |||||||||
| Increase in inventory | ( | ( | |||||||||
| (Increase) decrease in earnest money deposits | ( | ||||||||||
| Increase in other assets | ( | ( | |||||||||
| Increase in accounts payable | |||||||||||
| Increase in accrued expenses | |||||||||||
| (Decrease) increase in customer and builder deposits | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of investment in unconsolidated entity | |||||||||||
| Investments in unconsolidated entities | ( | ( | |||||||||
| Purchase of property and equipment, net of disposals | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings from lines of credit | |||||||||||
| Repayments of lines of credit | ( | ( | |||||||||
| Repayments of senior unsecured notes | ( | ( | |||||||||
| Repayments of notes payable | ( | ||||||||||
| Payments of debt issuance costs | ( | ||||||||||
| Payments of withholding tax on vesting of restricted stock awards | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Distributions to redeemable noncontrolling interest | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for income taxes, net of refunds | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
GREEN BRICK PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”), but do not include all of the information and footnotes required for complete financial statements. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments of a normal, recurring nature necessary to fairly state our financial position, results of operations and cash flows. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025 or subsequent periods due to seasonal variations and other factors.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Green Brick Partners, Inc., its controlled subsidiaries, (together, the “Company”, “we”, “our” or “Green Brick”) and variable interest entities (“VIEs”) in which Green Brick Partners, Inc. or one of its controlled subsidiaries is deemed to be the primary beneficiary.
All intercompany balances and transactions have been eliminated in consolidation.
The Company uses the equity method of accounting for its investments in unconsolidated entities over which it exercises significant influence but does not have a controlling interest. Under the equity method, the Company’s share of the unconsolidated entities’ earnings or losses, if any, is included in the condensed consolidated statements of income.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes, including the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
For a complete set of the Company’s significant accounting policies, refer to Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the FASB in the form of Accounting Standard Updates (“ASUs”) to the FASB ASC. We consider the applicability and impact of all ASUs and any not listed below were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 (“ASU 2023-09”) Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09 and does not expect it to have a material effect on the Company’s consolidated financial statements.
6
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements.
2. INVENTORY
A summary of inventory is as follows (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Homes completed or under construction | $ | $ | |||||||||
| Land and lots - developed and under development | |||||||||||
Land held for future development(1) | |||||||||||
| Land held for sale | |||||||||||
| Total inventory | $ | $ | |||||||||
(1)Land held for future development consists of raw land parcels where development activities have been postponed due to market conditions or other factors. All applicable carrying costs, including property taxes, are expensed as incurred.
As of September 30, 2025, the Company reviewed the performance and outlook for all of its communities and land inventory for indicators of potential impairment and performed detailed impairment analysis when such indicators were identified. For the three and nine months ended September 30, 2025, the Company did not record an impairment adjustment to reduce the carrying value of communities or land inventory to fair value. For the three and nine months ended September 30, 2024, the Company recorded a $1.3 million impairment adjustment to reduce the carrying value of the impaired community to fair value.
A summary of interest costs incurred, capitalized and expensed is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest capitalized at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Interest incurred | |||||||||||||||||||||||
| Interest charged to cost of revenues | ( | ( | ( | ( | |||||||||||||||||||
| Interest capitalized at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Capitalized interest as a percentage of inventory | % | % | |||||||||||||||||||||
7
3. INVESTMENTS IN CONSOLIDATED AND UNCONSOLIDATED ENTITIES
Unconsolidated Entities
A summary of the Company’s investments in unconsolidated entities is as follows (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Rainwater Crossing Single-Family, LLC | $ | $ | ||||||||||||
| GBTM Sendera, LLC | ||||||||||||||
| EJB River Holdings, LLC | ||||||||||||||
| TMGB Magnolia Ridge, LLC | ||||||||||||||
| BHome Mortgage, LLC | ||||||||||||||
| Total investment in unconsolidated entities | $ | $ | ||||||||||||
As of September 30, 2025 and December 31, 2024, the Company’s maximum exposure to loss from its investments in unconsolidated entities was $117.7 million and $95.1 million, respectively. The Company’s maximum exposure to loss was limited to its investments in the unconsolidated entities, except with regard to the Company’s remaining commitment to fund capital in Rainwater Crossing Single-Family, LLC of $9.8 million and $12.0 million as of September 30, 2025 and December 31, 2024, respectively. In addition, the Company has a completion guarantee up to $22.5 million on a revolving loan to fund the development activities of TMGB Magnolia Ridge, LLC.
A summary of the unaudited condensed financial information of the unconsolidated entities as of September 30, 2025 and December 31, 2024 that are accounted for by the equity method is as follows (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Cash | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Bonds and notes receivable | |||||||||||
| Inventory | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other liabilities | |||||||||||
| Notes payable | |||||||||||
| Total liabilities | |||||||||||
| Owners’ equity: | |||||||||||
| Green Brick | |||||||||||
| Others | |||||||||||
| Total owners’ equity | |||||||||||
| Total liabilities and owners’ equity | $ | $ | |||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Net earnings (loss) of unconsolidated entities | $ | $ | $ | $ | |||||||||||||||||||
| Company’s share in net earnings of unconsolidated entities | $ | $ | $ | $ | |||||||||||||||||||
8
Consolidated Entities
4. ACCRUED EXPENSES
A summary of the Company’s accrued expenses is as follows (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Federal income tax payable | $ | $ | ||||||||||||
| Accrued compensation | ||||||||||||||
Real estate development reserve to complete(1) | ||||||||||||||
| Accrued property tax payable | ||||||||||||||
| Warranty reserve | ||||||||||||||
| Self-insurance reserve | ||||||||||||||
| Other accrued expenses | ||||||||||||||
| Total accrued expenses | $ | $ | ||||||||||||
(1)Our real estate development reserve to complete consists of budgeted costs to complete the development of our communities.
Warranties
Warranty accruals are included within accrued expenses on the condensed consolidated balance sheets. Warranty activity during the three and nine months ended September 30, 2025 and 2024 consisted of the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Warranty accrual, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Warranties issued | |||||||||||||||||||||||
Changes in liability for existing warranties(1) | ( | ( | |||||||||||||||||||||
| Payments made | ( | ( | ( | ( | |||||||||||||||||||
| Warranty accrual, end of period | $ | $ | $ | $ | |||||||||||||||||||
(1)During the three months ended September 30, 2025, the Company reassessed its warranty accrual estimate based on historical data, peer comparisons, and recent trends. As a result, the Company recognized a decrease in its warranty accrual estimate reducing the warranty liability by approximately $4.8 million. This adjustment was primarily due to improvements in construction quality, resulting in lower warranty spend that previously estimated.
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5. DEBT
Lines of Credit
Borrowings on lines of credit outstanding, net of debt issuance costs, as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Secured Revolving Credit Facility | $ | $ | |||||||||
| Unsecured Revolving Credit Facility | |||||||||||
| Warehouse Facilities | |||||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Total borrowings on lines of credit, net | $ | $ | |||||||||
Secured Revolving Credit Facility
The Company is party to a revolving credit facility (the “Secured Revolving Credit Facility”) with Inwood National Bank, which provides for an aggregate commitment amount of $35.0 million. 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.
As of September 30, 2025 there were no letters of credit outstanding under our Secured Revolving Credit Facility and the net available commitment amount was $35.0 million.
Unsecured Revolving Credit Facility
The Company is party to a credit agreement, providing for a senior, unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”). On December 13, 2024, the Company entered into the Twelfth Amendment (the “Twelfth Amendment”) to the Unsecured Revolving Credit Facility that adopted a leverage-based pricing grid for a reduction in both interest rate and non-use fee and other administrative changes. The Twelfth Amendment removed one lender with a $25.0 million prior commitment and added $30.0 million in new commitments, thereby increasing total commitments to $330.0 million. The maturity of all commitments under the Unsecured Revolving Credit Facility were extended to December 14, 2027.
Outstanding advances under the Unsecured Revolving Credit Facility accrue interest at the benchmark rate plus the Applicable Rate (as defined in the Unsecured Revolving Credit Facility). The Applicable Rate is based upon the leverage ratio of the last day of the most recently ended fiscal quarter. Interest on amounts borrowed under the Unsecured Revolving Credit Facility is payable in arrears on a monthly basis. The Company pays the lenders a commitment fee on the amount of the unused commitments on a monthly basis at a rate per annum equal to the Commitment Fee Rate (as defined in the Unsecured Revolving Credit Facility). The Commitment Fee Rate is based upon the leverage ratio of the most recently ended fiscal quarter.
As of September 30, 2025, the interest rate on outstanding borrowings under the Unsecured Revolving Credit Facility was 6.43 %.
The Unsecured Revolving Credit Facility is guaranteed on an unsecured senior basis by the Company’s significant subsidiaries and certain other subsidiaries.
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Warehouse Facilities
GRBK Mortgage, 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):
| Outstanding Balance As of | ||||||||||||||||||||
| Maturity Date | Maximum Aggregate Commitment | September 30, 2025 | December 31, 2024 | |||||||||||||||||
October 31, 2025(1) | $ | $ | $ | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
(1) On October 3, 2025, the warehouse facility with a maturity date of October 31, 2025 was extended to January 29, 2026 .
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 September 30, 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.
De minimis fees or other debt issuance costs were incurred during the three and nine months ended September 30, 2025 associated with the Warehouse Facilities.
Senior Unsecured Notes
Senior unsecured notes, net of debt issuance costs, as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| 4.00% senior unsecured notes due in 2026 (“2026 Notes”) | $ | $ | |||||||||
| 3.35% senior unsecured notes due in 2027 (“2027 Notes”) | |||||||||||
| 3.25% senior unsecured notes due in 2028 (“2028 Notes”) | |||||||||||
| 3.25% senior unsecured notes due in 2029 (“2029 Notes”) | |||||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Total senior unsecured notes, net | $ | $ | |||||||||
The senior unsecured notes are guaranteed on an unsecured senior basis by the Company’s significant subsidiaries and certain other subsidiaries. Optional prepayment of each of the senior unsecured notes is allowed with a payment of a “make-whole” penalty which fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
2026 Notes
The remaining principal on the 2026 Notes of $50.0 million is due on August 8, 2026.
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2027 Notes
The aggregate principal amount of the 2027 Notes is due on August 26, 2027.
2028 Notes
Principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2026, 2027, and 2028.
2029 Notes
Principal on the 2029 Notes of $30.0 million is due on December 28, 2028 and the remaining principal amount of $70.0 million is due on December 28, 2029.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of September 30, 2025.
6. REDEEMABLE NONCONTROLLING INTEREST
The Company has a noncontrolling interest attributable to the 20 % minority interest in GRBK GHO Homes, LLC (“GRBK GHO”) owned by its Florida-based partner that is included as redeemable noncontrolling interest in equity of the consolidated subsidiary in the Company’s condensed consolidated financial statements.
As amended, the operating agreement of GRBK GHO contains put and purchase options beginning in April 2027. Refer to Note 2 in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.
The following tables show the changes in redeemable noncontrolling interest in equity of consolidated subsidiary during the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Redeemable noncontrolling interest, beginning of period | $ | $ | |||||||||
| Net income attributable to redeemable noncontrolling interest partner | |||||||||||
| Change in fair value of redeemable noncontrolling interest | ( | ||||||||||
| Redeemable noncontrolling interest, end of period | $ | $ | |||||||||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Redeemable noncontrolling interest, beginning of period | $ | $ | |||||||||
| Net income attributable to redeemable noncontrolling interest partner | |||||||||||
| Distributions of income to redeemable noncontrolling interest partner | ( | ( | |||||||||
| Change in fair value of redeemable noncontrolling interest | |||||||||||
| Redeemable noncontrolling interest, end of period | $ | $ | |||||||||
7. STOCKHOLDERS’ EQUITY
2025 Share Repurchase Plan
On February 17, 2025, the Company’s Board of Directors (the “Board”) approved and authorized a new $100.0 million stock repurchase program (the “2025 Repurchase Plan”), replacing the prior plan authorized on April 27, 2023, which had a remaining authorization of $55.9 million. This new plan authorizes the Company to purchase, from time to time, up to $100.0 million of our outstanding Common Stock through open market repurchases in compliance with Rule 10b-18 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Shares
12
repurchased will be retired. The 2025 Repurchase Plan has no time deadline and will continue until otherwise modified or terminated by the Board.
The Company did not repurchase any shares during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company repurchased 1,027,678 shares for approximately $60.1 million, excluding excise tax. As of September 30, 2025, the remaining dollar value of shares that may be repurchased under the 2025 Repurchase Plan was $39.9 million, excluding excise tax. As of September 30, 2025, all repurchased shares were retired.
Preferred Stock
The table below presents a summary of the perpetual preferred stock outstanding at September 30, 2025 and December 31, 2024.
| Series | Description | Initial date of issuance | Total Shares Outstanding(1) | Liquidation Preference per Share (in dollars) | Carrying Value (in thousands) | Per Annum Dividend Rate | Redemption Period | |||||||||||||||||||||||||||||||||||||
Series A(1) | 5.75% Cumulative Perpetual | December 2021 | 2,000 | $ | $ | % | n/a | |||||||||||||||||||||||||||||||||||||
(1) Ownership is held in the form of Depositary Shares, each representing a 1/1,000th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
Dividends
Dividends paid on our Series A preferred stock were $0.7 million and $2.2 million for each of the three and nine months ended September 30, 2025 and 2024.
8. SHARE-BASED COMPENSATION
The Company’s 2024 Omnibus Equity Incentive Plan is administered by the Board and allows for the grant of stock awards (“SAs”), restricted stock awards (“RSAs”), performance restricted stock units (“PRSUs”), restricted stock units (“RSUs”), stock options and other stock based awards.
2024 Omnibus Incentive Plan
On June 11, 2024, the 2024 Omnibus Incentive Plan was approved by the stockholders of the Company. As of June 11, 2024, no further awards may be made under the Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan.
Share-Based Award Activity
During the nine months ended September 30, 2025, the Company granted SAs and RSUs to executive officers, RSAs to non-employee members of the Board, and PRSUs to executive officers and employees. The SAs granted to the executive officers were 100 % vested and non-forfeitable on the grant date. Non-vested stock awards are generally granted with a one-year vesting for non-employee directors, three-year cliff vesting for employee PRSUs, and various vesting schedules for executive officer PRSUs. The fair value of all share awards were recorded as share-based compensation expense on the grant date and over the vesting period, respectively. The Company withheld 52,599 shares of common stock from executive officers and employees at a total cost of $3.1 million, to satisfy statutory minimum tax requirements upon vesting of the awards.
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A summary of share-based awards activity during the nine months ended September 30, 2025 is as follows:
| Number of Shares (in thousands) | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Unvested, December 31, 2024 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Unvested, September 30, 2025 | $ | ||||||||||
Share-Based Compensation Expense
Share-based compensation expense was $1.3 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, share-based compensation expense was $10.9 million and $7.7 million, respectively.
9. REVENUE RECOGNITION
Disaggregation of Revenue
The following reflects the disaggregation of revenue by primary geographic market, type of customer, product type, and timing of revenue recognition for the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Residential units revenue | Land and lots revenue | Residential units revenue | Land and lots revenue | ||||||||||||||||||||
| Primary Geographical Market | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Type of Customer | |||||||||||||||||||||||
| Homebuyers | $ | $ | $ | $ | |||||||||||||||||||
| Homebuilders and Multi-family Developers | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product Type | |||||||||||||||||||||||
| Residential units | $ | $ | $ | $ | |||||||||||||||||||
| Land and lots | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
Transferred over time(1) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(1) Revenue recognized over time represents revenue from mechanic’s lien contracts.
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| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Residential units revenue | Land and lots revenue | Residential units revenue | Land and lots revenue | ||||||||||||||||||||
| Primary Geographical Market | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Type of Customer | |||||||||||||||||||||||
| Homebuyers | $ | $ | $ | $ | |||||||||||||||||||
| Homebuilders and Multi-family Developers | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product Type | |||||||||||||||||||||||
| Residential units | $ | $ | $ | $ | |||||||||||||||||||
| Land and lots | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
Transferred over time(1) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(1) Revenue recognized over time represents revenue from mechanic’s lien contracts.
Contract Balances
Opening and closing contract balances included in customer and builder deposits on the condensed consolidated balance sheets are as follows (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Customer and builder deposits | $ | $ | |||||||||
The difference between the opening and closing balances of customer and builder deposits results from the timing difference between the customers’ payments of deposits and the Company’s delivery of the home, impacted slightly by cancellations of contracts.
The amount of deposits on residential units and land and lots held as of the beginning of the period and recognized as revenue during the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Homebuyers | $ | $ | $ | $ | |||||||||||||||||||
| Homebuilders and Multi-Family Developers | |||||||||||||||||||||||
| Total deposits recognized as revenue | $ | $ | $ | $ | |||||||||||||||||||
Transaction Price Allocated to the Remaining Performance Obligations
The aggregate amount allocated to the remaining performance obligations on our land sale and lot option contracts is $17.4 million. The Company will recognize the remaining revenue when and if the lots are taken down, or upon closing for the sale of a land parcel, $12.3 million of which is expected to occur in the remainder of 2025 and $5.1 million in 2026.
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The timing of lot takedowns is contingent upon a number of factors, including customer and business needs, the number of lots being purchased, receipt of acceptance of the plat by the municipality, weather-related delays, and agreed-upon lot takedown schedules.
10. SEGMENT INFORMATION
Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented. Financial information related to the Company’s reportable segments is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Revenues: (1) | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | |||||||||||||||||||||||
Corporate, other and unallocated (2) | ( | ( | ( | ( | |||||||||||||||||||
| Total gross profit | $ | $ | $ | $ | |||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Segment expenses: | |||||||||||||||||||||||
| Commissions | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Corporate, other and unallocated | |||||||||||||||||||||||
| Total commissions | $ | $ | $ | $ | |||||||||||||||||||
| Salaries | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | |||||||||||||||||||||||
| Corporate, other and unallocated | |||||||||||||||||||||||
| Total salaries | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense (income): | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Corporate, other and unallocated | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | |||||||||||||||||||||||
| Corporate, other and unallocated | |||||||||||||||||||||||
| Total other expenses | $ | $ | $ | $ | |||||||||||||||||||
| Total segment expenses | |||||||||||||||||||||||
| Builder operations | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | |||||||||||||||||||||||
| Corporate, other and unallocated | |||||||||||||||||||||||
| Total segment expenses | $ | $ | $ | $ | |||||||||||||||||||
17
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Income before income taxes: | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total builder operations | |||||||||||||||||||||||
| Land development | ( | ||||||||||||||||||||||
Corporate, other and unallocated (3) | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Inventory: | |||||||||||
| Builder operations | |||||||||||
| Central | $ | $ | |||||||||
| Southeast | |||||||||||
| Total builder operations | |||||||||||
| Land development | |||||||||||
Corporate, other and unallocated (4) | |||||||||||
| Total inventory | $ | $ | |||||||||
Goodwill: | |||||||||||
| Builder operations - Southeast | $ | $ | |||||||||
(1)The sum of Builder operations Central and Southeast segments’ revenues does not equal residential units revenue included in the condensed consolidated statements of income in periods when our builders have revenues from land or lot closings. No land or lot closings revenue was recognized for each of the three months ended September 30, 2025 and 2024. Land and lost closings revenue were $4.3 million and $0.1 million for the nine months ended September 30, 2025 and 2024, respectively.
(2)Corporate, other and unallocated gross loss is comprised of capitalized overhead and capitalized interest adjustments that are not allocated to builder operations and land development segments.
(3)Corporate, other and unallocated income (loss) before income taxes includes results from Green Brick Title, LLC, Ventana Insurance, LLC, GRBK Mortgage, LLC, Green Brick Insurance Services, LLC and investments in unconsolidated subsidiaries, in addition to capitalized cost adjustments that are not allocated to operating segments.
(4)Corporate, other and unallocated inventory consists of capitalized overhead and interest related to work in process and land under development.
11. INCOME TAXES
The Company’s income tax expense for the three and nine months ended September 30, 2025 was $23.2 million and $68.4 million, respectively, compared to $23.1 million and $71.8 million in the prior year periods. The effective tax rate was 21.8 % and 21.0 % for the three and nine months ended September 30, 2025, respectively, compared to 19.4 % and 19.2 % in the comparable prior year periods. The change in the effective tax rate relates primarily to tax benefits from investment tax credits, a decrease in the Energy Efficient Homes tax credits, and a decrease in discrete tax benefits for equity compensation deduction.
On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (“OBBBA”) into law, which is considered the enactment date under U.S. GAAP. Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, amendments to energy credits, and expanded 162(m) aggregation requirements. In accordance with ASC 740, the effects of the new tax law have been recognized in the period of enactment. The Company does not expect the impact of the OBBBA to have a material effect on the Company’s consolidated financial statements.
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12. EARNINGS PER SHARE
The Company’s RSAs have the right to receive forfeitable dividends on an equal basis with common stock, however, its PRSUs do not participate in dividends with common stock. As such, PRSUs are not considered participating securities and are excluded from the calculation of net income per share using the two-class method.
Basic earnings per common share is computed by dividing net income allocated to common stockholders by the weighted average number of common shares outstanding during each period, adjusted for non-vested shares of RSAs and PRSUs during each period. Net income applicable to common stockholders is net income adjusted for preferred stock dividends including dividends declared and cumulative dividends related to the current dividend period that have not been declared as of period end. Diluted earnings per share is calculated using the treasury stock method and includes the effect of all dilutive securities, including stock options, RSAs, RSUs and PRSUs.
The computation of basic and diluted net income attributable to Green Brick Partners, Inc. per share is as follows (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income attributable to Green Brick Partners, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Preferred dividends | ( | ( | ( | ( | |||||||||||||||||||
| Net income applicable to common stockholders | |||||||||||||||||||||||
Weighted-average number of common shares outstanding - basic | |||||||||||||||||||||||
| Basic net income attributable to Green Brick Partners, Inc. per common share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of common shares outstanding - basic | |||||||||||||||||||||||
| Dilutive effect of stock options and restricted stock awards | |||||||||||||||||||||||
| Weighted-average number of common shares outstanding - diluted | |||||||||||||||||||||||
| Diluted net income attributable to Green Brick Partners, Inc. per common share | $ | $ | $ | $ | |||||||||||||||||||
Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material.
13. FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The Company’s financial instruments, none of which are held for trading purposes, include cash and cash equivalents, restricted cash, receivables, earnest money deposits, other assets, accounts payable, accrued expenses, customer and builder deposits, borrowings on lines of credit, senior unsecured notes, and notes payable.
Per the fair value hierarchy, level 1 financial instruments include: cash and cash equivalents, restricted cash, receivables, earnest money deposits, other assets, accounts payable, accrued expenses, and customer and builder deposits due to their short-term nature. The Company estimates that, due to the short-term nature of the underlying financial instruments or the proximity of the underlying transaction to the applicable reporting date, the fair value of level 1 financial instruments does not differ materially from the aggregate carrying values recorded in the condensed consolidated financial statements as of September 30, 2025 and December 31, 2024.
Level 2 financial instruments include borrowings on lines of credit, senior unsecured notes, and notes payable. Due to the short-term nature and floating interest rate terms, the carrying amounts of borrowings on lines of credit are deemed to approximate fair value. The estimated fair value of the senior unsecured notes as of September 30, 2025 and December 31, 2024 was $255.9 million and $287.2 million, respectively. The aggregate principal balance of the senior unsecured notes was $262.5 million and $300.0 million as of September 30, 2025 and December 31, 2024, respectively.
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There were no transfers between the levels of the fair value hierarchy for any of our financial instruments during the three and nine months ended September 30, 2025 and 2024.
14. RELATED PARTY TRANSACTIONS
During the three and nine months ended September 30, 2025 and 2024, the Company had the following related party transactions in the normal course of business.
Corporate Officers
Trevor Brickman, the son of Green Brick’s Chief Executive Officer, is the President of CLH20, LLC (“Centre Living”). Green Brick’s ownership interest in Centre Living is 90 % and Trevor Brickman’s ownership interest is 10 %. Green Brick has 90 % voting control over the operations of Centre Living. As such, 100% of Centre Living’s operations are included within our condensed consolidated financial statements.
GRBK GHO
GRBK GHO leases office space from entities affiliated with the president of GRBK GHO. During the three and nine months ended September 30, 2025 and 2024, GRBK GHO incurred de minimis and $0.1 million rent expense, respectively, under such lease agreements. As of September 30, 2025 and December 31, 2024, there were no amounts due to the affiliated entities related to such lease agreements.
15. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Performance Bonds
During the ordinary course of business, certain regulatory agencies and municipalities require the Company to post letters of credit or performance bonds related to development projects. As of September 30, 2025 and December 31, 2024, letters of credit and performance bonds outstanding were $0.3 million and $20.0 million, respectively. The Company does not believe that it is likely that any material claims will be made under a letter of credit or performance bond in the foreseeable future.
Operating Leases
The Company has leases associated with office and design center space in Georgia, Texas, and Florida that, at the commencement date, have a lease term of more than 12 months and are classified as operating leases. The exercise of any extension options available in such operating lease contracts is not reasonably certain.
Operating lease cost of $0.5 million and $1.4 million for the three and nine months ended September 30, 2025, and $0.4 million and $1.2 million for the three and nine months ended September 30, 2024, is included in selling, general and administrative expenses in the condensed consolidated statements of income. Cash paid for amounts included in the measurement of operating lease liabilities was $0.5 million and $1.4 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and $0.6 million in the prior year periods.
As of September 30, 2025, the weighted-average remaining lease term and the weighted-average discount rate used in calculating the Company’s lease liabilities were 5.1 years and 7.5 %, respectively.
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The future annual undiscounted cash flows in relation to the operating leases and a reconciliation of such undiscounted cash flows to the operating lease liabilities recognized in the condensed consolidated balance sheet as of September 30, 2025 are presented below (in thousands):
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total future lease payments | |||||
| Less: Interest | |||||
| Present value of lease liabilities | $ | ||||
Legal Matters
Lawsuits, claims and proceedings may be instituted or asserted against us in the normal course of business. The Company is also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, title company regulations, employment practices and environmental protection. As a result, the Company may be subject to periodic examinations or inquiry by agencies administering these laws and regulations.
The Company records an accrual for legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. The Company accrues for these matters based on facts and circumstances specific to each matter and revises these estimates when necessary.
In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, the Company generally cannot predict their ultimate resolution, related timing or eventual loss. If evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, the Company will disclose their nature with an estimate of the possible range of losses or a statement that such loss is not reasonably estimable. We believe that the disposition of legal claims and related contingencies will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts and typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will” or other words of similar meaning. Forward-looking statements in this Quarterly Report include statements concerning, (a) our balance sheet strategies, operational strength and margin performance; (b) our operational goals and strategies and their anticipated benefits; (c) our investments in our land acquisition, development and homebuilding activities; (d) the sufficiency of our capital resources to support our business strategy and to service our debt; (e) sales of our finished lots; (g) our target debt to total capitalization ratio and its expected benefits; (h) our expectations regarding the timing of lots being taken down and the recognition of revenue; (i) our expectations regarding future cash needs and access to additional growth capital; (j) our expectations regarding the disposition of legal claims and/or claims under a letter of credit or performance bond; (k) seasonal factors and the impact of seasonality in future quarters and (l) beliefs regarding the impact of accounting standards and legal claims and related contingencies. These forward-looking statements reflect our current views about future events and involve estimates and assumptions which may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future results to materially differ from those expressed or implied in any forward-looking statement. These risks include, but are not limited to: (1) general economic conditions, seasonality, cyclicality and competition in the homebuilding industry; (2) changes in macroeconomic conditions, including increasing interest rates and inflation that could adversely impact demand for new homes or the ability of potential buyers to qualify; (3) shortages, delays or increased costs of raw materials and increased demand for materials, or increases in other operating costs, including costs related to labor, real estate taxes and insurance, which in each case exceed our ability to increase prices; (4) significant periods of inflation or deflation; (5) a shortage of labor; (6) an inability to acquire land in our markets at anticipated prices or difficulty in obtaining land-use entitlements; (7) our inability to successfully execute our strategies, including the successful development of our communities within expected time frames and the growth and expansion of our Trophy Signature Homes brand; (8) a failure to recruit, retain or develop highly skilled and competent employees; (9) the geographic concentration of our operations; (10) government regulation risks; (11) adverse changes in the availability or volatility of mortgage financing; (12) severe weather events or natural disasters; (13) difficulty in obtaining sufficient capital to fund our growth; (14) our ability to meet our debt service obligations; (15) a decline in the value of our inventories and resulting write-downs of the carrying value of our real estate assets; (16) our ability to adequately self-insure; and (17) changes in accounting standards that adversely affect our reported earnings or financial condition.
Please see “Risk Factors” located in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024 for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in SEC filings or otherwise.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2025 and our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, and net new home orders, which refers to 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 same period in 2024, are provided below:
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||||||||
| Home deliveries | Decreased by 0.3% | Increased by 5.1% | ||||||||||||
| Home closings revenue | Decreased by 4.6% | Increased by 1.9% | ||||||||||||
| Average sales price of homes delivered | Decreased by 4.2% | Decreased by 3.1% | ||||||||||||
| Net new home orders | Increased by 2.4% | Increased by 3.9% | ||||||||||||
| Homebuilding gross margin percentage | Decreased by 160 bps | Decreased by 270 bps | ||||||||||||
Our home deliveries were substantially in line in the third quarter of 2025 year over year, while average sales prices decreased primarily as a result of elevated discounts and incentives. Homebuilding gross margins decreased from 32.7% to 31.1% for the three months ended September 30, 2025, primarily due to higher incentives and closings costs.
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the three months ended September 30, 2025 and 2024 (dollars in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Home closings revenue | $ | 499,059 | $ | 522,859 | $ | (23,800) | (4.6)% | |||||||||||||||||||
| Mechanic’s lien contracts revenue | 32 | — | 32 | 100% | ||||||||||||||||||||||
| Residential units revenue | $ | 499,091 | $ | 522,859 | $ | (23,768) | (4.5)% | |||||||||||||||||||
| New homes delivered | 953 | 956 | (3) | (0.3)% | ||||||||||||||||||||||
| Average sales price of homes delivered | $ | 523.7 | $ | 546.9 | $ | (23.2) | (4.2)% | |||||||||||||||||||
Residential units revenue decreased 4.6% and new homes delivered were substantially in line with the prior year period. The average sales price of homes delivered decreased by 4.2%, primarily due to product mix and higher discounts and incentives to sustain sales orders.
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New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s lien contracts (dollars in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Net new home orders | 898 | 877 | 21 | 2.4 | % | |||||||||||||||||||||
| Revenue from net new home orders | $ | 448,465 | $ | 454,358 | $ | (5,893) | (1.3) | % | ||||||||||||||||||
| Average selling price of net new home orders | $ | 499.4 | $ | 518.1 | $ | (18.7) | (3.6) | % | ||||||||||||||||||
| Cancellation rate | 6.7 | % | 8.5 | % | (1.8) | % | (21.2) | % | ||||||||||||||||||
| Absorption rate per average active selling community per quarter | 8.7 | 8.4 | 0.3 | 3.6 | % | |||||||||||||||||||||
| Average active selling communities | 103 | 105 | (2) | (1.9) | % | |||||||||||||||||||||
| Active selling communities at end of period | 100 | 106 | (6) | (5.7) | % | |||||||||||||||||||||
| Backlog revenue | $ | 465,589 | $ | 581,848 | $ | (116,259) | (20.0) | % | ||||||||||||||||||
| Backlog units | 675 | 809 | (134) | (16.6) | % | |||||||||||||||||||||
| Average sales price of backlog | $ | 689.8 | $ | 719.2 | $ | (29.4) | (4.1) | % | ||||||||||||||||||
Net new home orders increased 2.4% over the prior year period while our average active selling communities declined by 1.9%. Revenue from net new home orders declined $5.9 million or 1.3% consistent with the decline in the average selling price of net new home orders. The 3.6% increase in the absorption rate per average active selling community year over year is attributable to a lower cancellation rate and higher levels of net new home orders.
Backlog units refer 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 20.0% year-over-year. As of September 30, 2025, our backlog revenue decreased 9.8% compared to June 30, 2025 and our spec units under construction as a percentage of total units under construction declined from 75.6% as of December 31, 2024 to 68.3% as of September 30, 2025.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 6.7% for the three months ended September 30, 2025, compared to 8.5% for the three months ended September 30, 2024. Our cancellation rate has 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):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Residential units revenue | $ | 499,091 | 100.0 | % | $ | 522,859 | 100.0 | % | ||||||||||||||||||
| Cost of residential units | 343,629 | 68.9 | % | 351,666 | 67.3 | % | ||||||||||||||||||||
| Residential units gross margin | $ | 155,462 | 31.1 | % | $ | 171,193 | 32.7 | % | ||||||||||||||||||
For the three months ended September 30, 2025, residential units revenue decreased $23.8 million or 4.5% while cost of residential units decreased by $8.0 million, or 2.3%, compared to the same period in the previous year. Residential units gross margin declined by 160 bps to 31.1% for the three months ended September 30, 2025, from 32.7% for the three months ended September 30, 2024. The decrease in residential units gross margin is attributable to higher incentives, discounts, and closing costs.
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Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expenses (dollars in thousands):
| Three Months Ended September 30, | As Percentage of Segment Revenue | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Builder operations | $ | 54,969 | $ | 55,338 | ||||||||||||||||||||||
| Corporate, other and unallocated expense | 2,750 | 2,320 | ||||||||||||||||||||||||
| Net builder operations | 57,719 | 57,658 | 11.6 | % | 11.0 | % | ||||||||||||||||||||
| Land development | 421 | 82 | ||||||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 58,140 | $ | 57,740 | 11.6 | % | 11.0 | % | ||||||||||||||||||
Selling, general and administrative expenses as a percentage of revenue increased by 0.6% for the three months ended September 30, 2025, mainly due to increased share-based compensation.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations were substantially in line with the prior year period. Builder operation expenditures include salary expenses, commissions, corporate allocations, 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 expenses for the corporate, other and unallocated non-operating segment for the three months ended September 30, 2025 were $2.8 million, compared to $2.3 million for the three months ended September 30, 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 $0.4 million, or 57.5%, for the three months ended September 30, 2025, compared to $1.0 million for the three months ended September 30, 2024. See Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other Income, Net
Other income, net, was $8.9 million for the three months ended September 30, 2025, compared to $4.2 million for the three months ended September 30, 2024. The increase in other income is mainly due to higher loan origination volume from our wholly owned mortgage company during the three months ended September 30, 2025.
Income Tax Expense
Income tax expense was $23.2 million for the three months ended September 30, 2025 compared to $23.1 million for the three months ended September 30, 2024. See Note 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion on the Company’s income tax expense for the three months ended September 30, 2025.
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Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the nine months ended September 30, 2025 and 2024 (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Home closings revenue | $ | 1,541,485 | $ | 1,512,901 | $ | 28,584 | 1.9% | |||||||||||||||||||
| Mechanic’s lien contracts revenue | 32 | 380 | (348) | (91.6)% | ||||||||||||||||||||||
| Residential units revenue | $ | 1,541,517 | $ | 1,513,281 | $ | 28,236 | 1.9% | |||||||||||||||||||
| New homes delivered | 2,905 | 2,764 | 141 | 5.1% | ||||||||||||||||||||||
| Average sales price of homes delivered | $ | 530.6 | $ | 547.4 | $ | (16.8) | (3.1)% | |||||||||||||||||||
The $28.2 million increase in residential units revenue was driven by the 5.1% increase in new homes delivered partially offset by a 3.1% decrease in the average sales price of homes delivered for the nine months ended September 30, 2025. The increase in new homes delivered was primarily driven by our Trophy Signature Homes brand. The 3.1% decrease in the average sales price of homes delivered for the nine months ended September 30, 2025, was attributable to product mix, higher incentives, discounts, and closing costs to sustain orders.
New Home Orders
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s lien contracts (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Net new home orders | 2,912 | 2,803 | 109 | 3.9 | % | |||||||||||||||||||||
| Revenue from net new home orders | $ | 1,511,190 | $ | 1,539,549 | $ | (28,359) | (1.8) | % | ||||||||||||||||||
| Average selling price of net new home orders | $ | 519.0 | $ | 549.3 | $ | (30.3) | (5.5) | % | ||||||||||||||||||
| Cancellation rate | 7.5 | % | 7.1 | % | 0.4 | % | 5.6 | % | ||||||||||||||||||
| Absorption rate per average active selling community per quarter | 9.3 | 9.3 | — | — | % | |||||||||||||||||||||
| Average active selling communities | 104 | 100 | 4 | 4.0 | % | |||||||||||||||||||||
| Active selling communities at end of period | 100 | 106 | (6) | (5.7) | % | |||||||||||||||||||||
Net new home orders increased 3.9% over the prior year period mainly due to a 4.0% increase in average selling communities. As a result, our absorption rate per average active selling community remained unchanged year over year. The 1.8% decrease in revenue from net new home orders is due to higher incentives offered to drive sales orders.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 7.5% for the nine months ended September 30, 2025, compared to 7.1% for the nine months ended September 30, 2024. Our cancellation rate has 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):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Residential units revenue | $ | 1,541,517 | 100.0 | % | $ | 1,513,281 | 100.0 | % | ||||||||||||||||||
| Cost of residential units | 1,064,906 | 69.1 | % | 1,005,162 | 66.4 | % | ||||||||||||||||||||
| Residential units gross margin | $ | 476,611 | 30.9 | % | $ | 508,119 | 33.6 | % | ||||||||||||||||||
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Residential units revenue increased $28.2 million or 1.9% during the nine months ended September 30, 2025, due to an increase in home deliveries of 5.1% while cost of residential units for the nine months ended September 30, 2025, increased by $59.7 million, or 5.9%, compared to the nine months ended September 30, 2024. This resulted in a decrease in residential units gross margin for the nine months ended September 30, 2025, of 270 bps to 30.9%, from 33.6% for the nine months ended September 30, 2024 mainly due to higher incentives, discounts, and closing costs.
Land and Lots Revenue
The table below represents lots closed and land and lots revenue (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Lots revenue | $ | 4,342 | $ | 5,644 | $ | (1,302) | (23.1) | % | ||||||||||||||||||
| Land revenue | — | 12,704 | (12,704) | (100.0) | % | |||||||||||||||||||||
| Land and lots revenue | $ | 4,342 | $ | 18,348 | $ | (14,006) | (76.3) | % | ||||||||||||||||||
| Lots closed | 42 | 79 | (37) | (46.8) | % | |||||||||||||||||||||
| Average sales price of lots closed | $ | 103.4 | $ | 71.4 | $ | 32.0 | 44.8 | % | ||||||||||||||||||
From time to time we may opportunistically sell finished lots to other homebuilders. Lots revenue decreased by $1.3 million during the nine months ended September 30, 2025. Land revenue represents sales of two tracts of commercial land during the nine months ended September 30, 2024.
Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expenses (dollars in thousands):
| Nine Months Ended September 30, | As Percentage of Segment Revenue | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Builder operations | $ | 165,110 | $ | 159,654 | ||||||||||||||||||||||
| Corporate, other and unallocated expense | 6,891 | 6,034 | ||||||||||||||||||||||||
| Net builder operations | 172,001 | 165,688 | 11.2 | % | 10.9 | % | ||||||||||||||||||||
| Land development | 806 | 224 | 18.6 | % | 1.2 | % | ||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 172,807 | $ | 165,912 | 11.2 | % | 10.8 | % | ||||||||||||||||||
Selling, general and administrative expenses as a percentage of revenue increased by 0.4% for the nine months ended September 30, 2025, the increase is mainly due to increased share-based compensation and commission expenses.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations increased to 11.2% for the nine months ended September 30, 2025 from 10.9% in the prior year period mainly due to increased corporate allocations. Builder operations expenditures include salary expenses, 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 expenses for the corporate, other and unallocated non-operating segment for the nine months ended September 30, 2025, were $6.9 million and $6.0 million for the nine months ended September 30, 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 $1.4 million, for the nine months ended September 30, 2025, compared to $4.8 million for the nine months ended September 30, 2024. See Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of Green Brick’s share in net earnings by unconsolidated entity.
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Other Income, Net
Other income, net, decreased to $17.7 million for the nine months ended September 30, 2025, compared to $25.4 million for the nine months ended September 30, 2024. The decrease was primarily due to a $10.7 million gain on the sale of our investment in GB Challenger, LLC during the nine months ended September 30, 2024.
Income Tax Expense
Income tax expense was $68.4 million for the nine months ended September 30, 2025 compared to $71.8 million for the nine months ended September 30, 2024. The decrease was primarily due to lower taxable income partially offset by a higher effective tax rate. See Note 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion on the Company’s income tax expense for the nine months ended September 30, 2025.
Lots Owned and Controlled
The following table presents the lots we owned or controlled, including lot option contracts, as of September 30, 2025 and December 31, 2024. Owned lots are those for which we hold title, while controlled lots are those for which we have the contractual right to acquire title but we do not currently own.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Central | Southeast | Total | Central | Southeast | Total | ||||||||||||||||||||||||||||||
| Lots owned | |||||||||||||||||||||||||||||||||||
| Finished lots | 4,089 | 624 | 4,713 | 3,932 | 790 | 4,722 | |||||||||||||||||||||||||||||
| Lots in communities under development | 30,135 | 1,851 | 31,986 | 22,524 | 1,670 | 24,194 | |||||||||||||||||||||||||||||
Land held for future development(1) | — | — | — | 3,800 | — | 3,800 | |||||||||||||||||||||||||||||
Total lots owned(2) | 34,224 | 2,475 | 36,699 | 30,256 | 2,460 | 32,716 | |||||||||||||||||||||||||||||
Lots controlled | |||||||||||||||||||||||||||||||||||
| Lots under third party option contracts | 465 | 121 | 586 | 806 | — | 806 | |||||||||||||||||||||||||||||
| Land under option for future acquisition and development | 1,123 | 189 | 1,312 | 1,091 | 349 | 1,440 | |||||||||||||||||||||||||||||
| Lots under option through unconsolidated development joint ventures | 2,518 | 71 | 2,589 | 2,614 | 255 | 2,869 | |||||||||||||||||||||||||||||
| Total lots controlled | 4,106 | 381 | 4,487 | 4,511 | 604 | 5,115 | |||||||||||||||||||||||||||||
Total lots owned and controlled (2) | 38,330 | 2,856 | 41,186 | 34,767 | 3,064 | 37,831 | |||||||||||||||||||||||||||||
| Percentage of lots owned | 89.3 | % | 86.7 | % | 89.1 | % | 87.0 | % | 80.3 | % | 86.5 | % | |||||||||||||||||||||||
(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) Total lots excludes lots with homes under construction.
The following table presents additional information on the lots we controlled as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||
Total lots owned(1) | 36,699 | 32,716 | |||||||||
| Land under option for future acquisition and development | 1,312 | 1,440 | |||||||||
| Lots under option through unconsolidated development joint ventures | 2,589 | 2,869 | |||||||||
| Total lots self-developed | 40,600 | 37,025 | |||||||||
Self-developed lots as a percentage of total lots owned and controlled(1) | 98.6 | % | 97.9 | % | |||||||
(1) Total lots owned includes finished lot purchases, which were less than 1.5% of total lots self-developed as of September 30, 2025.
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Liquidity and Capital Resources Overview
As of September 30, 2025 and December 31, 2024, we had $142.4 million and $141.5 million of unrestricted cash and cash equivalents, 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, share repurchases or other strategic activities.
Our principal uses of capital for the nine months ended September 30, 2025 were home construction, land purchases, land development, repayments of debt, operating expenses, share repurchases, and payment of routine liabilities. 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 primarily occurred in prior periods.
Our 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 15.8% as of September 30, 2025.
Additionally, as of September 30, 2025, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 9.8%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding activities. We target a homebuilding debt to total capitalization ratio of up to approximately 20%, which we expect will provide us with significant additional growth capital.
Key Sources of Liquidity
The Company’s key sources of liquidity were funds generated by operations and borrowings during the nine months ended September 30, 2025.
Cash Flows
The following summarizes our primary sources and uses of cash during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024:
•Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2025, was $133.3 million, compared to $3.0 million during the nine months ended September 30, 2024. The net cash inflows for the nine months ended September 30, 2025, were generated by our business operations.
•Investing activities. Net cash used in investing activities for the nine months ended September 30, 2025 was $32.9 million, compared to net cash from investing activities of $34.6 million during the nine months ended September 30, 2024. Cash outflows for the nine months ended September 30, 2025, were primarily related to other investments in unconsolidated entities.
•Financing activities. Net cash used in financing activities for the nine months ended September 30, 2025 was $84.6 million, compared to net cash used of $126.4 million during the nine months ended September 30, 2024. The cash outflows were primarily related to share repurchases of $60.7 million and repayments of our senior unsecured notes of $37.5 million, partially offset by net borrowings from our lines of credit of $39.6 million.
Debt Instruments
Secured Revolving Credit Facility – As of September 30, 2025 and December 31, 2024, we had no amounts outstanding under our $35.0 million 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
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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 September 30, 2025, we had $50.0 million outstanding under our Revolving Credit Facility, an increase from $25.0 million as of December 31, 2024. On December 13, 2024, the Company entered into the Twelfth Amendment (the “Twelfth Amendment”) to this credit agreement that adopted a leverage-based pricing grid for a reduction in both interest rate and non-use fee and other administrative changes. The Twelfth Amendment removed one lender with a $25 million prior commitment and added $30 million in new commitments, thereby increasing total commitments to $330.0 million. The maturity of all commitments under the Unsecured Revolving Credit Facility were extended to December 14, 2027.
Senior Unsecured Notes - As of September 30, 2025, we had four series of senior unsecured notes outstanding that were each issued pursuant to a note purchase agreement. The aggregate principal amount of senior unsecured notes outstanding was $261.9 million as of September 30, 2025 compared to $299.1 million as of December 31, 2024, 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. Principal on the 2026 Notes was paid in increments of $12.5 million on each of August 8, 2024 and August 8, 2025. The final principal payment of $50.0 million is due 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”) of which $75.0 million is outstanding as of September 30, 2025. Interest accrues at an annual rate of 3.25% and is payable quarterly. 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 redemption of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
Under the senior unsecured notes, optional prepayment is allowed with payment of a “make-whole” premium that fluctuates depending on market interest rates. Interest on the senior unsecured notes 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 September 30, 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 September 30, 2025, our interest coverage on a last 12 months’ basis was 32.32 to 1.0;
•a Consolidated Tangible Net Worth of no less than approximately $1,129.4 million. As of September 30, 2025, our Consolidated Tangible Net Worth was $1,803.3 million; and
•a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of September 30, 2025, we had a rolling average ratio of 15.3%.
As of September 30, 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 (i) service our outstanding debt during the next twelve months and (ii) fund our operations. For additional information on our lines of credit, senior unsecured notes, and notes payable, refer to Note 5 to the condensed consolidated financial statements located in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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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):
| Outstanding Balance As of | ||||||||||||||||||||
| Maturity Date | Maximum Aggregate Commitment | September 30, 2025 | December 31, 2024 | |||||||||||||||||
October 31, 2025(1) | $ | 40,000 | $ | — | $ | — | ||||||||||||||
| December 18, 2025 | 40,000 | 14,557 | — | |||||||||||||||||
| $ | 80,000 | $ | 14,557 | $ | — | |||||||||||||||
(1) On October 3, 2025, the warehouse facility with a maturity date of October 31, 2025 was extended to January 29, 2026.
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 September 30, 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 to 75 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.
De minimis fees or other debt issuance costs were incurred during the three and nine months ended September 30, 2025 associated with the Warehouse Facilities.
Preferred Equity
As of September 30, 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 will 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 will be payable quarterly in arrears. During the nine months ended September 30, 2025, we paid dividends of $2.2 million on the Series A Preferred Stock. On October 22, 2025, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on December 15, 2025 to stockholders of record as of December 1, 2025.
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. We have not issued any securities under this registration statement through the date of this filing.
Reconciliation of a Non-GAAP Financial Measure
In this Quarterly Report on Form 10-Q, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the 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 or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
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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 September 30, 2025 (dollars in thousands):
| Total capitalization | Homebuilding capitalization(1) | ||||||||||||||||||||||||||||||||||
| Gross | Cash and cash equivalents | Net | Gross | Cash and cash equivalents | Net | ||||||||||||||||||||||||||||||
| Total debt, net of debt issuance costs | $ | 339,501 | $ | (142,426) | $ | 197,075 | $ | 324,944 | $ | (135,391) | $ | 189,553 | |||||||||||||||||||||||
| Total Green Brick Partners, Inc. stockholders’ equity | 1,804,162 | — | 1,804,162 | 1,804,162 | — | 1,804,162 | |||||||||||||||||||||||||||||
| Total capitalization | $ | 2,143,663 | $ | (142,426) | $ | 2,001,237 | $ | 2,129,106 | $ | (135,391) | $ | 1,993,715 | |||||||||||||||||||||||
| Debt to total capitalization ratio | 15.8 | % | 15.3 | % | |||||||||||||||||||||||||||||||
| Net debt to total capitalization ratio | 9.8 | % | 9.5 | % | |||||||||||||||||||||||||||||||
(1) Homebuilding capitalization ratio excludes cash and debt related to our wholly owned mortgage company.
Off-Balance Sheet Arrangements and Contractual Obligations
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.
To a much lesser extent and due to a limited availability in our market of true lot developers, 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 September 30, 2025, we had earnest money deposits of $10.2 million at risk associated with contracts to purchase raw land and finished lots representing 2,879 total lots past feasibility studies with an aggregate purchase price of approximately $206.3 million.
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 summer, although this activity is highly dependent on the number of active selling communities, timing of new community openings, interest rates and other market factors. Since it typically takes four to seven months to construct a new home, we normally deliver 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 typically during the second half of the year.
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Critical Accounting Policies
Our critical accounting policies are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
See Note 1 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for recent accounting pronouncements.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer ( “CEO”) and principal financial officer (“CFO”), we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2025 in providing reasonable assurance that information required to be disclosed in the reports we file, furnish, submit or otherwise provide to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports filed by us under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, in such a manner as to allow timely decisions regarding the required disclosures.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 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.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
Except as set forth in Company’s Form 10-K for the year ended December 31, 2024 and the Company’s Form 10-Q for the quarterly period ended March 31, 2025, there have been no material changes to the Company’s Risk Factors.
ITEM 5. OTHER INFORMATION
Insider trading arrangements and policies
During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Renewal of Suit Employment Agreement
On September 24, 2025, the Company renewed its employment agreement with Mr. Neal Suit (the “Suit Employment Agreement”) who serves as the Company’s Executive Vice President, General Counsel, and Chief Risk and Compliance Officer. The Suit Employment Agreement (i) extends the term of Mr. Suit’s employment until October 1, 2028, (ii) increases Mr. Suit’s annual base salary to $575,000 and (iii) increases his target bonus to $925,000, with a maximum bonus of $1,225,000 commencing with the fiscal year ending December 31, 2026, subject to the achievement of performance objectives established and assessed by the Compensation Committee in its sole discretion. All other material terms of the Suit Employment Agreement remain unchanged.
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Cox Employment Agreement
On October 20, 2025, in connection with Mr. Jeffery Cox’s transition from Interim Chief Financial Officer to permanent Chief Financial Officer, the Company entered into an employment agreement with Mr. Cox (the “Cox Employment Agreement”). The Cox Employment Agreement (i) is for a three-year term, (ii) increases Mr. Cox’s annual base salary to $575,000 and (iii) increases his target bonus to $675,000, with a maximum bonus of $875,000 commencing with the fiscal year ending December 31, 2026, subject to the achievement of performance objectives established and assessed by the Compensation Committee in its sole discretion. The annual incentive bonus may be payable partially in cash and partially in equity, as determined by the Compensation Committee. All payments under the Cox Employment Agreement are subject to the Company’s Clawback Policy.
Solely in the case of termination (i) by the Company without Cause (as defined in the Cox Employment Agreement) or (ii) by Mr. Cox with Good Reason (as defined in the Cox Employment Agreement), subject to the execution of a release of claims by Mr. Cox in a form reasonably determined by the Company, Mr. Cox would be entitled to receive a severance payment equal to 1.5 times the sum of (x) his base salary plus (y) the target bonus for the year of termination.
In addition, the Cox Employment Agreement provides for non-competition, non-solicitation, non-disparagement and confidentiality provisions during Mr. Cox’s employment and for a period of twelve months after termination.
ITEM 6. EXHIBITS
| Number | Description | |||||||
| 10.9* | ||||||||
| 10.52* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.INS** | XBRL Instance Document. The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH** | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101). | |||||||
* Filed with this Form 10-Q.
** Submitted electronically herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREEN BRICK PARTNERS, INC. | |||||
| /s/ James R. Brickman | |||||
| By: James R. Brickman | |||||
| Its: Chief Executive Officer | |||||
| /s/ Jeffery D. Cox | |||||
| By: Jeffery D. Cox | |||||
| Its: Chief Financial Officer | |||||
Date: October 29, 2025
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