for-20251216

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

________________________


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Check the appropriate box:
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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

FORESTAR GROUP INC.

(Name of Registrant as Specified In Its Charter)

___________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2026

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On

January 19, 2026

Dear Stockholders of Forestar:

WHEN AND WHERE THE ANNUAL MEETING OF STOCKHOLDERS WILL BE HELD

You are invited to attend the 2026 Annual Meeting of Stockholders of Forestar Group Inc. Our 2026 Annual Meeting will be held at our corporate office located at 2221 E. Lamar Blvd., Arlington, Texas 76006, on Monday, January 19, 2026, at 12:00 p.m. Central Time.

PURPOSES OF THE MEETING

At the 2026 Annual Meeting, the stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting:


		Our Board's Recommendation
Proposal No. 1:	Election of Directors: To elect the seven directors named in our proxy statement	FOR
Proposal No. 2:	Advisory Vote to Approve Our Executive Compensation: To seek an advisory vote on the approval of executive compensation	FOR
Proposal No. 3:	Ratification of Auditors: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026	FOR

WHO CAN ATTEND AND VOTE

Only stockholders of record at the close of business on November 24, 2025 will be entitled to receive notices about and to vote at the 2026 Annual Meeting or any later meeting if the 2026 Annual Meeting is adjourned or postponed.

If you need help voting your shares, please call 1-866-232-3037 (toll free) or 1-720-358-3640 (international toll free).

Sincerely,



DONALD J. TOMNITZ
Executive Chairman

December 16, 2025

Arlington, Texas

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Your vote is important. You are invited to attend the meeting in person. If it is determined that a change in the date, time or location of the 2026 Annual Meeting or a change to a virtual meeting format is advisable or required, an announcement of such changes will be made through a press release, additional proxy materials filed with the Securities and Exchange Commission, and on the Investor Relations section of our website. Please check this website in advance of the meeting date if you are planning to attend in person.

If you need directions to the meeting location, you may contact our Corporate Secretary by phone at (817) 769-1860 or by mail at 2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006. Whether or not you plan to attend the meeting, and no matter how many shares you own, please vote over the internet or by telephone, or you may also vote by signing, dating and returning the proxy card by mail. By voting before the meeting, you will help us ensure that there are enough stockholders voting to hold a meeting and avoid added proxy solicitation costs. If you attend the meeting, you may vote in person, if you wish, even if you have previously submitted a proxy. You may revoke your proxy at any time by following the instructions under "General Information — How You Can Change or Revoke Your Vote."

Important Notice Regarding Availability of Proxy Materials for the 2026 Annual Meeting to be held on January 19, 2026. The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

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TABLE OF CONTENTS


			Page
PROXY STATEMENT SUMMARY			1
Key Operating and Financial Highlights			1
Key Performance Highlights			1
Stock Price and Other Data			1
Corporate Governance Highlights			2
Executive Compensation Highlights			2

PROPOSAL NO. 1 - ELECTION OF DIRECTORS			3
Selection of Director Nominees			4
Director Qualifications			4
Stockholder’s Agreement			4
Director Elections Standard and Resignation Policy			5
Director Nominees			6
How Nominees are Selected			9

CORPORATE GOVERNANCE AND BOARD MATTERS			10
Board Leadership Structure			10
Risk Oversight			10
Board Committees and Stockholder’s Agreement			11
Audit Committee			11
Compensation Committee			12
Nominating and Governance Committee			13
Executive Committee			13
Director Independence			14
Board Meetings			14
Other Corporate Governance Matters			14
Insider Trading Policy			15
Policies on Business Conduct and Ethics			15
Communications with Directors			15

DIRECTOR COMPENSATION			16
Director Fee Schedule			16
Insurance and Indemnification			16
Fiscal 2025 Director Compensation			17

PROPOSAL NO. 2 — ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION			18

EXECUTIVE OFFICERS			19

EXECUTIVE COMPENSATION			20
Compensation Discussion and Analysis			20
Overview			20
Advisory Vote			22
Compensation Philosophy and Objectives			22
Elements of our Compensation Program			23
Other Compensation and Benefits			30
Clawback Policy			31
Oversight of Executive Compensation			31
Compensation Committee Report			34
Summary Compensation Table			35
Fiscal 2025 Grants of Plan-Based Awards			37

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			Page
Fiscal 2025 Outstanding Equity Awards			38
Fiscal 2025 Stock Vested			40
Nonqualified Deferred Compensation Plans			40
Potential Payments Upon Termination or Change in Control			42
Securities Authorized for Issuance under Equity Compensation Plans			44

CEO PAY RATIO			45

PAY VERSUS PERFORMANCE			46

AUDIT COMMITTEE REPORT			50

PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			51

BENEFICIAL OWNERSHIP OF COMMON STOCK			52
Management			52
Certain Other Beneficial Owners			53

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			54
Related Party Transaction Policy			54
Stockholder’s Agreement			55
Master Supply Agreement			56
Shared Services Agreement			57
Tax Sharing Agreement			57
Related Party Transactions			58


GENERAL INFORMATION			60
Time, Place and Purposes of Meeting			60
Record Date			60
Stockholders Sharing the Same Address			60
Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner			60
Voting Your Shares			61
Voting in Person at the Annual Meeting			62
How You Can Change or Revoke Your Vote			62
Quorum			62
Abstentions			63
Broker Non-Votes			63
Required Votes			63
Proxy Solicitation			64

DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS			65
Voting Questions or Assistance			65
Electronic Delivery of Proxy Materials			65

REQUESTING DOCUMENTS FROM THE COMPANY			66

OTHER MATTERS			67

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Proxy Statement Summary

We expect that the Proxy Statement and the accompanying form of proxy will first be released to our stockholders of record on or about December 16, 2025.

Forestar Group Inc. is referred to as "Forestar," the "Company," "we," and "our" in this Proxy Statement.

Key Operating and Financial Highlights

The Forestar team, led by our executive officers, delivered solid operating and financial results during fiscal 2025. Our results reflect the strength of our experienced operational teams, differentiated business model, broad geographic footprint and strong customer base.

Consolidated revenues for fiscal 2025 totaled $1.7 billion on 14,240 lots sold. Over the last five years, Forestar's consolidated revenues increased nearly 80% and pre-tax income increased by more than 180% as we have continued to grow our platform in the fragmented residential lot development industry. Over this same period, earnings per diluted share increased 161% and book value per share increased 92%.

Key Performance Highlights

Note: Dollars in millions, except per share amounts.


	As of and for the Fiscal Year Ended September 30					% Change
Stock Price and Other Data	2025	2024	2023	2022	2021	2025 vs 2021
Common stock price	$26.59	$32.37	$26.94	$11.19	$18.63	43%
Total equity market capitalization (in millions)	$1,352	$1,640	$1,344	$557	$924	46%
Book value per common share	$34.78	$31.47	$27.43	$24.08	$20.47	70%
Diluted earnings per common share	$3.29	$4.00	$3.33	$3.59	$2.25	46%

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Corporate Governance Highlights

Our governance structure, as established by our Corporate Governance Guidelines, ensures robust independent oversight of management and accountability to stockholders.


Governance Principles	Corporate Governance Practice
Accountability to our Stockholders	P	Our common stock is our only class of stock, with one vote per share.
	P	Our stockholders elect directors for one-year terms by a majority vote standard.
	P	We do not have a "poison pill" or similar anti-takeover provision in place.
Board Independence	P	Five of our seven director nominees are independent.
	P	We have a separate chairman and chief executive officer and an independent Presiding Director.
	P	Our independent directors meet in executive session.
	P	All the members of our three standing Board committees—Audit, Compensation and Nominating and Governance—are independent.
Board Composition	P	Three of our seven directors are women and four are men.
	P	One of our key Board committee chairs is a woman and two are men.
	P	Added two new independent directors in October 2024 through board refreshment, including one woman and one man.
Board Policies and Practices	P	Our Board annually reviews its performance and the performance of each of its standing committees.
	P	Our Nominating and Governance Committee oversees risks associated with overall governance and sustainability.
	P	Our Compensation Committee annually evaluates our Executive Chairman and CEO’s performance.
	P	Our Board and Audit Committee oversee cybersecurity risk.
Risk Mitigation and Alignment of Interests	P	We prohibit our executives and directors from all forms of hedging or pledging Company stock. No executive officer or director has any shares of Company stock hedged or pledged.
	P	We maintain a clawback policy that applies to both cash and equity incentives and is triggered by either a financial restatement or other material harm to the Company.

Executive Compensation Highlights

Our Compensation Committee strives to design a fair and competitive compensation package for executive officers using incentives based on Company performance that emphasize the creation of sustainable long-term stockholder value and that will attract, motivate and retain highly qualified and experienced executives.


Executive Compensation Principles	Executive Compensation Objectives
Business Resilience	P	Achieve long-term sustainability of our business.
Alignment of Interests	P	Align our executives' interests with stockholders' interests with the goal of maximizing long-term shareholder value.
Pay-for-Performance	P	Award compensation that recognizes valuable short- and long-term individual performance as well as the Company's overall performance.
Attract and Retain	P	Attract, motivate and retain highly qualified and experienced executives.

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Proposal No. 1 – Election of Directors

Our Board of Directors (the "Board") currently consists of seven directors, all of whom are up for re-election at the 2026 Annual Meeting. Six of our directors were elected by our stockholders at the 2025 Annual Meeting. Mr. Oxley was appointed to the Board in April 2025. Each of the seven directors, if elected at the 2026 Annual Meeting, will serve until the 2027 Annual Meeting and until his or her successor has been elected and qualified.

The Nominating and Governance Committee recommended our seven directors as director nominees to the Board of Directors, each of whom is listed under the heading "Director Nominees" on page 6.

After review and consideration by the Board of Directors, as recommended by the Nominating and Governance Committee, the Board nominated the following seven nominees for election to our Board of Directors:


P	Donald J. Tomnitz	P	Anthony W. Oxley
P	Kellie L. Fischer	P	Elizabeth (Betsy) Parmer
P	Samuel R. Fuller	P	George W. Seagraves, II
P	Lisa H. Jamieson

The Board of Directors Unanimously Recommends that Stockholders Vote "FOR"

Each of our Seven Nominees for Director.

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Selection of Director Nominees

Ms. Kellie L. Fischer, Mr. Samuel R. Fuller, Ms. Lisa H. Jamieson, Mr. Anthony W. Oxley, Ms. Elizabeth (Betsy) Parmer, Mr. George W. Seagraves, II, and Mr. Donald J. Tomnitz are standing for election as directors to serve until the 2027 Annual Meeting, or until their replacements are duly elected and meet all requirements. All nominees are presently serving as directors. After reviewing their qualifications, the Nominating and Governance Committee recommended them as nominees to the full Board, and the full Board subsequently voted unanimously to recommend them to the stockholders as nominees. Mr. Fuller, Ms. Parmer, Mr. Seagraves and Mr. Tomnitz were designated by D.R. Horton for nomination as directors. Ms. Fischer, Ms. Jamieson and Mr. Oxley were each designated as a Non-Stockholder Designee under the Stockholder's Agreement with D.R. Horton (as described below) for nomination as directors.

We did not pay a fee to any third party to identify, evaluate or assist in identifying potential nominees in fiscal 2025.

Each of the nominees has consented to be named in this Proxy Statement and to serve if elected. If any nominee becomes unable to serve, however, the persons named as proxies in the enclosed form of proxy intend to vote the shares represented by the proxy for the election of such other person or persons as may be nominated or designated by management, unless they are directed by the proxy to do otherwise.

Unless you specify otherwise on your proxy, the persons named as proxies in such proxy intend to vote for the election of the nominees listed below to serve as directors.

Director Qualifications

Our Nominating and Governance Committee is tasked with ensuring that the proper skills and experience are represented on our Board. Our Corporate Governance Guidelines, which are available on our website at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section, include a non-exclusive list of qualifications that should be considered when reviewing director candidates. The qualifications consider business experience, independence, an understanding of, reputation or experience relevant to our business, diversity of backgrounds and skills and other factors. We expect all our directors to possess the highest personal and professional ethics, integrity and values. We also expect our directors to be committed to the long-term interests of our stockholders as a whole. Additionally, we review the existing time commitments of director candidates to confirm that they do not have any obligations that would conflict with the time commitments of a director of the Company. The Nominating and Governance Committee seeks to recruit candidates who can contribute different perspectives to the Board, as the Nominating and Governance Committee recognizes the importance of having a broad range of backgrounds, education, experiences, expertise, perspectives and leadership skills.

Stockholder’s Agreement

In October 2017, we became a majority-owned subsidiary of D.R. Horton, Inc. ("D.R. Horton") through a merger (the "Merger") and a controlled company under New York Stock Exchange ("NYSE") rules. As a controlled company, we are not required to have a majority of independent directors, an independent compensation committee, or an independent nominating committee. However, at this time, we intend to continue to maintain a majority of independent directors and both an independent compensation committee and nominating committee.

In connection with the Merger, we entered into a Stockholder’s Agreement with D.R. Horton (as amended and restated on October 28, 2024, the "A&R Stockholder’s Agreement") that provides for certain Board and Board committee appointment rights. These provisions also appear in our Third Amended and Restated Certificate of Incorporation.

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Under the A&R Stockholder's Agreement, at all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, the Board will have five directors unless otherwise agreed in writing between us (as approved by a majority of our independent directors) and D.R. Horton. Additionally, D.R. Horton has the right to designate a number of directors equal to the percentage of our voting securities beneficially owned by D.R. Horton and its affiliates multiplied by the total number of directors that we would have if there were no vacancies, rounded up to the nearest whole number (and in any event not less than one). We and D.R. Horton have also each agreed to use reasonable best efforts to ensure to cause at least three directors to be considered "independent" under the rules of the SEC and under applicable listing standards. Following the approval process described above, our Board currently consists of seven directors, comprised of four individuals designated by D.R. Horton (which includes our Executive Chairman) and three individuals designated by the Nominating and Governance Committee, as the Non-Stockholder Designees (as defined in the A&R Stockholder's Agreement).

For more information on the A&R Stockholder’s Agreement, see the section on "Certain Relationships and Related Party Transactions — Stockholder’s Agreement." Additional information regarding the A&R Stockholder’s Agreement, including a copy of the A&R Stockholder’s Agreement, can be found in our Current Report on Form 8-K filed with the SEC on November 1, 2024.

Director Elections Standard and Resignation Policy

Our amended and restated bylaws include a voting standard in uncontested elections of directors (as is the case for this annual meeting) of a majority of votes cast in the election. Under the majority of votes cast standard, a director nominee is elected if the number of votes cast "for" the nominee exceeds the number of votes cast "against" the nominee. In contested elections (that is, those in which the number of nominees exceeds the number of directors to be elected), the voting standard is a plurality of votes cast, which means the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting.

Our Board of Directors also adopted a director resignation policy, which is set forth in the Corporate Governance Guidelines available at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section. This policy sets forth the procedures that will apply in the event that a director does not receive the requisite majority of votes cast "for" his or her election. In summary, an incumbent director nominee who fails to receive the required vote for election is required to tender his or her resignation to our Executive Chairman for consideration by the Nominating and Governance Committee of our Board of Directors. The Nominating and Governance Committee will consider the resignation and, within 45 days after the date of the stockholders meeting at which the election of directors occurred, will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will act on the Committee’s recommendation within 90 days after the date of the Annual Meeting of Stockholders. The director whose resignation is under consideration will not participate in the Committee or Board of Directors’ decision with respect to accepting or rejecting his or her resignation as director. If a resignation is not accepted by the Board of Directors, the director will continue to serve. If a resignation is accepted and there is a resulting vacancy on the Board of Directors, that vacancy can be filled by action of the Board.

Following the Board’s decision on whether to accept or reject the resignation, we will publicly disclose the Board’s decision, together with an explanation of the process by which the decision was made and, if applicable, the Board’s reason(s) for rejecting the tendered resignation.

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Director Nominees


Donald J. Tomnitz
Executive Chairman Age 77 Director Since October 2017 Tenure •8 years			Principal Occupation and Other Information Donald J. Tomnitz has served as Executive Chairman of the Board of Forestar since October 2017. Prior to joining the Company, Mr. Tomnitz was a consultant to D.R. Horton from 2014 to 2017. From 1998 to 2014, Mr. Tomnitz was the Vice Chairman and Chief Executive Officer of D.R. Horton, after having served as its President, Executive Vice President and as President of D.R. Horton’s Homebuilding Division. Mr. Tomnitz also served on the Board of Directors of D.R. Horton until October 2014. Before joining D.R. Horton, Mr. Tomnitz was a Captain in the U.S. Army, a Vice President of Republic Bank of Dallas, N.A. and a Vice President of Crow Development Company, a Trammell Crow Company. Education Mr. Tomnitz holds a Bachelor of Arts in economics from Westminster College and a Master of Business Administration in finance from Western Illinois University. Qualifications Mr. Tomnitz has significant knowledge and experience in the real estate development and homebuilding industries, including public company chief executive officer experience.


Kellie L. Fischer
Age 54 Independent Director Since October 2024 Board Committees •Audit •Compensation •Nominating and Governance Tenure •1 year			Principal Occupation and Other Information Kellie L. Fischer is the Executive Vice President and Chief Financial Officer of Rangers Baseball Express LLC (the "Rangers"), which is the holding company of the Texas Rangers baseball franchise, the Rangers' real estate development entities and REV Entertainment, LLC (an events and sports management company). Ms. Fischer has held this role since 2005 under two different ownership groups. From 1999 to 2005, Ms. Fischer served as Controller and Vice President of Finance of Southwest Sports Group LLC. Prior to joining the Rangers, Ms. Fischer worked in the audit division of PwC focusing primarily on publicly traded manufacturing clients. Education Ms. Fischer is a Certified Public Accountant in the State of Texas and holds a Bachelor of Business Administration degree in accounting from Baylor University. Qualifications Ms. Fischer brings expertise in accounting and financial reporting as well as management experience and business acumen.

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Samuel R. Fuller
Age 82 Independent Director Since October 2017 Board Committees •Audit (Chair) •Compensation •Nominating and Governance Tenure •8 years			Principal Occupation and Other Information Samuel R. Fuller retired in 2008, having obtained significant experience in accounting and financial roles through his employment with D.R. Horton from 1992 until his retirement. He served as Controller of D.R. Horton from 1995 until his promotion to Chief Financial Officer in 2000 and was a member of the Board of Directors from 2000 until 2003. Mr. Fuller was a Certified Public Accountant in New Mexico and Texas (retired status). Education Mr. Fuller holds a Bachelor of Arts degree in accounting from the University of Oregon and a Master of Business Administration in finance from the University of Texas at Arlington. Qualifications Mr. Fuller is an expert in accounting and financial reporting and has significant knowledge and experience in accounting, finance, and internal control over financial reporting in a public company environment.


Lisa H. Jamieson
Age 65 Independent Director Since August 2019 Board Committees •Audit •Compensation (Chair) •Nominating and Governance Tenure: •6 years			Principal Occupation and Other Information Lisa H. Jamieson is a shareholder of Bourland, Wall and Wenzel, P.C., where she has been practicing law since 2018. Ms. Jamieson was a partner with the firm of Shannon, Gracey, Ratliff & Miller, LLP from 2008 until 2016. From 2016 to 2018, Ms. Jamieson was with the law firm of Pope, Hardwicke, Christie, Kelly & Taplett, LLP. Ms. Jamieson is experienced in all facets of estate planning and probate law, is Board Certified in Estate Planning and Probate Law by the Texas Board of Legal Specialization and was a Certified Public Accountant (retired status). Ms. Jamieson's practice includes sophisticated business and estate tax planning, administration of dependent and independent estates, guardianships for incapacitated adults and counseling and representing trustees. Education Ms. Jamieson holds a Bachelor of Business Administration degree in accounting from Texas A&M University and is a licensed attorney in Texas, having graduated from Baylor University School of Law. She is a Fellow in the American College of Trust and Estate Counsel and is a past President of the Tarrant County Probate Bar. Ms. Jamieson is a former Chair of the Real Estate, Probate and Trust Law Section of the State Bar of Texas, the largest section of the State Bar. She also has chaired the Guardianship Code Committee of the Section as well as Chair of the Jurisdiction Committee which revised the jurisdiction statutes of decedents' estates and guardianships. Qualifications Ms. Jamieson provides knowledge in the accounting field. She also provides senior leadership experience gained through her executive level positions held in several sections of the State Bar and her tenured experience in her law practice. Ms. Jamieson contributes her expertise in operational management and legal affairs to the Board.

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Anthony W. Oxley
Age 61 Director Since April 2025 Tenure •<1 Year			Principal Occupation and Other Information Anthony W. Oxley is President and Chief Executive Officer of Forestar, positions he has held since January 2024. From 2023 to 2024, Mr. Oxley served as D.R. Horton’s Senior Vice President – Business Development and oversaw all M&A activity and new market opportunities for start-up divisions. From 1998 to 2023, Mr. Oxley held a variety of senior leadership positions at D.R. Horton during his 25-year tenure, including Division President, Regional Operations Manager, City Manager, Regional Acquisitions Manager, and Business Development Manager. His responsibilities included land acquisition and development, land banking, homebuilding operations and day-to-day division management, along with oversight of property, technology and innovation investments. Prior to joining D.R. Horton, Mr. Oxley was a partner at the Atlanta-based law firm Hyatt & Stubblefield, P.C. Education Mr. Oxley holds a Bachelor's degree in history from the University of Northern Iowa and a Juris Doctor degree from Emory University. Qualifications Mr. Oxley brings over 25 years of leadership experience in the real estate development and homebuilding industries. His extensive operational and strategic background provides the Board with valuable expertise in business strategy, business operations, finance, accounting, risk oversight and corporate governance.


Elizabeth (Betsy) Parmer
Age 58 Independent Director Since March 2023 Board Committees •Audit •Compensation •Nominating and Governance Tenure •2 years			Principal Occupation and Other Information Elizabeth (Betsy) Parmer is the founder and owner at the Law Offices of Elizabeth Parmer. She specializes in large estate divorces and high-conflict family law litigation with a background of ad valorem tax representation. Ms. Parmer has been practicing law for 30 years. Since 1995, she has been practicing at the Law Offices of Elizabeth Parmer. She currently serves as a board member for the charity organization Dayna's Footprints. Education Ms. Parmer holds a Bachelor of Arts in history from Yale University and a Juris Doctor degree from the University of Texas at Austin. Qualifications Ms. Parmer brings extensive legal experience, management expertise and other business acumen to the Board.

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George W. Seagraves, II
Age 67 Independent Director Since October 2024 Board Committees •Audit •Compensation •Nominating and Governance (Chair) Tenure •1 year			Principal Occupation and Other Information George W. Seagraves, II retired in 2015 after a 26-year career at D.R. Horton. Prior to his retirement, he most recently served as North Region President, a position he had held since October 2006. Prior to October 2006, Mr. Seagraves held multiple senior leadership positions at D.R. Horton, including Executive Vice President and Chief Operating Officer for the Eastern U.S., Northeast Region President and East Region President. Education Mr. Seagraves holds a Bachelor of Science degree in landscape architecture from Texas A&M University. Qualifications Mr. Seagraves brings extensive knowledge of the land development and homebuilding industries, expertise in accounting and financial reporting, management experience and business acumen.

How Nominees are Selected

Our Nominating and Governance Committee selects nominees based on recognized achievements and their ability to bring various skills and experience to our Board, as described in more detail in the Corporate Governance Guidelines available at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section. The Corporate Governance Guidelines encourage board membership composed of a broad range of backgrounds, education, experiences, expertise, perspectives and leadership skills.

Our Board approves the nominees to be submitted to the stockholders for election as directors. Our Nominating and Governance Committee and our Board consider whether non-employee director nominees are independent as defined in the corporate governance listing standards of the NYSE and whether they have a prohibited conflict of interest with our business.

Our Nominating and Governance Committee considers director candidates recommended by stockholders who are entitled to vote for the election of directors at the annual meeting of stockholders and who comply with the advance notice procedures for director nominations set forth in our amended and restated bylaws. These procedures require that notice of the director nomination be made in writing to our Corporate Secretary, and must be received at our executive offices not less than 75 days nor more than 100 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. In the case of an annual meeting called for a date more than 50 days prior to such anniversary date, notice must be received not later than the close of business on the 10th day following the date on which notice of the annual meeting date is first mailed to stockholders or made public, whichever occurs first. In the case of a special meeting of stockholders at which directors are to be elected, notice must be received not later than the close of business on the 10th day following the date on which notice of the special meeting date is first mailed to stockholders or made public, whichever occurs first. Recommendations made by stockholders in this manner will be evaluated in the same manner as candidates identified through other means, which includes taking into consideration the needs of the Board and the qualifications of the candidates. Our amended and restated bylaws require the notice of director nomination to include certain specified information regarding the nominating stockholder and the nominee.

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Corporate Governance and Board Matters

Board Leadership Structure

Mr. Tomnitz has served as our Executive Chairman of the Board since October 2017. Mr. Tomnitz has significant experience in the real estate and homebuilding industry and as a public company CEO.

Our Board believes that separating the offices of the Executive Chairman and CEO is in the best interests of the Company and its stockholders at this time. This allows our Executive Chairman to focus on overall strategy and vision, affords us the benefits of Mr. Tomnitz’s board leadership experience and enables our CEO to focus on managing the day-to-day operations of the Company. However, should circumstances change in the future, the Board is free to choose its Executive Chairman in any way it determines is in the best interests of the Company and its stockholders in accordance with our Third Amended and Restated Certificate of Incorporation and amended and restated bylaws.

Our Board performs a number of its functions through committees. All committee members, including the chairs of each of our Audit Committee, Compensation Committee and Nominating and Governance Committee, are independent directors under NYSE listing standards. Each committee’s charter expressly provides that the committee has the sole discretion to retain, compensate and terminate its advisors. The charters of our Audit Committee, Compensation Committee, and Nominating and Governance Committee are available at www.forestar.com under the "Investor Relations — Corporate Governance — Board Committees" section. We will provide a copy of these documents, without charge, upon request to our Corporate Secretary at our principal executive office. Any changes to the committee charters will be reflected on our website.

Risk Oversight

The Board oversees our risk management processes, and management is responsible for managing risk. The Board performs its risk oversight role by using several different levels of review. Our CEO reports significant risks to the Board as necessary and appropriate. In addition, management reports on, and the Board reviews, the risks associated with our strategic plan periodically as part of the Board’s consideration of our strategic direction.

Sustainability Matters. Key sustainability matters, including environmental and climate-related risks and human capital risks such as employee health and safety, could have an adverse impact on our company. Our Nominating and Governance Committee oversee these risks via presentations on these and other related matters with both internal and external personnel with relevant sustainability responsibilities and expertise. The Board also supports and regularly inquires about progress in the Company’s reporting of sustainability policies, metrics and related disclosures.

Human Capital Management. The Nominating and Governance Committee oversees a broad range of human capital management topics, including culture, talent, recruitment, development and retention. We are committed to building inclusive teams, producing positive results and improving customer relationships. In fiscal 2022, the Company adopted a Human Rights Policy to set forth the Company's commitment to respect human rights. The Policy states the Company's zero tolerance for racism or discrimination of any kind, including discrimination based on race, color, genetics, religious beliefs, gender, gender identity or expression, sexual orientation, national origin, disability, age, veteran status, marital status, citizenship status or any other legally protected characteristic by anyone, including our employees, suppliers, customers or anyone with whom we do business or encounter regularly. The Human Rights Policy is available at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section.

Cybersecurity. Our Company is highly dependent on information technology (IT), and potential IT failures or data security incidents could adversely impact our operations. Under the Shared Services Agreement with D.R. Horton, D.R. Horton provides the Company with certain administrative and compliance services which includes information technology, internal audit and information technology risk services. IT and cybersecurity risk is overseen by the Board through discussions with, and presentations from, the D.R. Horton IT Cyber Security Risk Officer (CSRO) and Chief Information Officer (CIO). As part of their oversight responsibilities, the Board and the Audit Committee receive periodic reports from the CIO and CSRO regarding the Company's IT security processes, controls, and ongoing mitigation efforts and as part of Internal Audit's materials. The most recent presentations to the Board and Audit Committee addressed the Company's procedures to maintain IT security, recent updates to our cybersecurity program, and key areas of focus. D.R. Horton's Internal Audit team also performs cybersecurity related procedures as part of its audit plan and reports any findings to the Audit Committee. Additionally, the Company provides mandatory training and awareness programs for employees, including

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periodic exercises designed to enhance understanding of cybersecurity risks. To our knowledge, the Company has not experienced a material cybersecurity incident within the last three years. We believe these oversight activities and processes provide appropriate governance and risk oversight of the Company's information technology and cybersecurity matters.

Independence. Other than Mr. Tomnitz, our Executive Chairman, and Mr. Oxley, our President and Chief Executive Officer, all of our current Board members are classified as independent under the NYSE listing standards. We believe the Company and our stockholders benefit from the perspectives of five independent, experienced directors, together with the oversight provided by the Executive Chairman and the operational insight contributed by our CEO.

Each of the Board’s Committees oversees the management of risks within the scope of the Committee’s assigned responsibilities. In carrying out this function, each Committee has full access to management, and may engage advisors as needed. We believe this division of responsibilities is an effective approach for addressing the risks facing the Company and that our Board composition and leadership structure support this framework.

Board Committees and Stockholder’s Agreement

At all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, no committee of the Board will have more than three members unless otherwise agreed in writing between us (as approved by a majority of our independent directors) and D.R. Horton. Each committee of the Board will include in its membership (i) a number of D.R. Horton designees equal to the percentage of our voting securities beneficially owned by D.R. Horton and its affiliates multiplied by the total number of members that such committee would have if there were no vacancies on such committee, rounded up to the nearest whole number (and in any event not less than one) and (ii) at least one member not designated by D.R. Horton. In addition, at all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, the Board will maintain a Nominating and Governance Committee.

In October 2017, D.R. Horton and our Board, including each of the members of our Board that are considered "independent" under the rules of the SEC and the NYSE, elected to waive the requirement that the committees of the Board consist of three directors, and set the size of each of our Nominating and Governance Committee, the Compensation Committee and the Audit Committee at four directors. In October 2024, D.R. Horton and our Board set the size of each of our Nominating and Governance Committee, the Compensation Committee and the Audit Committee at five directors, an increase of one director from previous years.

Additional information regarding the A&R Stockholder’s Agreement, including a copy of the A&R Stockholder’s Agreement, can be found in our Current Report on Form 8-K filed with the SEC on November 1, 2024.

Audit Committee

The Audit Committee Charter has been posted to the Company’s website, which is available at www.forestar.com under the "Investor Relations — Corporate Governance — Board Committees" section. Among other things detailed in the Committee’s Charter, the Audit Committee sets the "tone at the top" and assists the Board in its oversight of:

•the integrity of our financial statements;

•compliance with legal and regulatory requirements;

•implementation of new accounting standards;

•the independent registered public accounting firm’s qualifications and independence; and

•the performance of the internal audit function and independent registered public accounting firm.

In addition, the Audit Committee prepares the audit committee report included in this Proxy Statement. The Audit Committee has the sole authority to retain, compensate and terminate our independent registered public accounting firm. Our Board of Directors has determined that Mr. Fuller and Ms. Fischer are financial experts. In addition, our Board has determined that all members of the Audit Committee are financially literate and independent as defined in the NYSE corporate governance standards applicable to audit committee members. The members of the Audit Committee are Mr. Fuller (Chair), Ms. Fischer, Ms. Jamieson, Ms. Parmer and Mr. Seagraves. The Audit Committee met four times in fiscal 2025.

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Compensation Committee

The Compensation Committee Charter has been posted to the Company’s website, which is available at www.forestar.com under the "Investor Relations — Corporate Governance — Board Committees" section. Among other things detailed in the Committee’s Charter, the Compensation Committee is responsible for the following:

•determining and approving, either as a committee or together with other independent directors (as directed by the Board), the Executive Chairman’s and CEO’s compensation;

•determining and recommending to the Board the compensation of the other executive officers;

•establishing the compensation philosophies, goals and objectives for executive officers;

•monitoring incentive and equity-based compensation plans and compensation recoupment policies;

•administering equity-based plans;

•preparing a Compensation Committee report on executive compensation for inclusion in our annual proxy statement; and

•overseeing compliance with SEC rules regarding stockholder approvals of certain executive compensation matters and equity compensation plans.

The Compensation Committee reviews and considers, among other things, the incentives that our executive compensation programs create on our risk profile. The Compensation Committee reports regularly to the full Board. In addition, under the terms of the Third Amended and Restated Certificate of Incorporation and the A&R Stockholder’s Agreement with D.R. Horton, for so long as D.R. Horton beneficially owns 35% or more of our voting securities, we need the prior written consent of D.R. Horton to appoint or terminate key officers or change their compensation arrangements. Thus, under those circumstances, D.R. Horton's approval is also required.

In October 2024, Lockton Companies, a compensation consultant, was engaged to provide advice on the Company’s executive compensation program structure. Lockton reports directly to the Compensation Committee. The independence of Lockton Companies was assessed under applicable NYSE rules, and it was determined that Lockton’s engagement does not raise any conflicts of interest.

The members of the Compensation Committee are Ms. Jamieson (Chair), Ms. Fischer, Mr. Fuller, Ms. Parmer and Mr. Seagraves. Our Board has determined that all members of the Compensation Committee are independent as defined in the NYSE corporate governance standards applicable to compensation committee members. The Compensation Committee met five times in fiscal 2025.

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Nominating and Governance Committee

The Nominating and Governance Committee Charter has been posted to the Company’s website, which is available at www.forestar.com under the "Investor Relations — Corporate Governance — Board Committees" section. Among other things detailed in the Committee’s Charter, the Nominating and Governance Committee is responsible for the following:

•reviewing the structure of the Board, at least annually, to ensure that the proper skills and experience are represented on the Board, and making recommendations regarding the size of the Board;

•recommending nominees to serve on the Board;

•reviewing performance and qualifications of Board members before they stand for re-election and overseeing the periodic evaluation of the Board;

•developing qualification criteria for board membership and reviewing potential directors;

•recommending the membership of the committees of the Board;

•reviewing corporate governance issues;

•establishing related person policies and procedures, reviewing related party transactions and potential conflicts of interest and reviewing the Company’s Standards of Business Conduct and Ethics;

•reviewing stockholder proposals and recommending to the Board action to be taken regarding stockholder proposals; and

•acting in an advisory capacity to the Board regarding activities that relate to issues of social and public concern, including charitable contributions, governmental and political affairs, community relations, environmental practices and health and safety programs.

The members of the Nominating and Governance Committee are Mr. Seagraves (Chair), Ms. Fischer, Mr. Fuller, Ms. Jamieson and Ms. Parmer. Our Board has determined that all members of the Nominating and Governance Committee are independent as such term is defined in the NYSE corporate governance standards. The Nominating and Governance Committee met four times in fiscal 2025.

Executive Committee

The Executive Committee may exercise all the authority of the Board of Directors in the management of our business and affairs that by state or federal law or the NYSE Rules may be delegated to it by the Board of Directors. The members of the Executive Committee are Mr. Tomnitz (Chair), Ms. Jamieson and Mr. Seagraves. The Executive Committee did not meet in fiscal 2025.

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Director Independence

Our Corporate Governance Guidelines are available at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section. In accordance with our Corporate Governance Guidelines and NYSE rules, the majority of our directors are independent. In assessing independence under the NYSE rules, we consider a director’s independence from both the Company and D.R. Horton.

Ms. Fischer, Mr. Fuller, Ms. Jamieson, Ms. Parmer and Mr. Seagraves satisfy our director independence standards. Mr. Tomnitz and Mr. Oxley do not meet our independence standards because they serve as executive officers of the Company.

The Board defines independence as meeting the requirements to be considered independent directors under current NYSE rules. The Board has established the following additional guidelines to assist it in determining director independence:

•Annually, the Board reviews the relationships each director has with the Company or D.R. Horton (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company or D.R. Horton). Only directors the Board affirmatively determines have no material relationship with the Company or D.R. Horton will be considered independent, subject to additional qualifications prescribed under the NYSE listing standards or applicable law.

•To serve as a member of any Committee of the Board, the director must meet any additional independence requirements set forth in the Committee’s charter or applicable law or listing standards of the NYSE.

There were no material transactions or relationships between the Company or D.R. Horton and any of our independent directors during fiscal 2025. There are no family relationships between any of the nominees and our executive officers.

Board Meetings

Our Board typically meets at least four times a year. Our Board met 9 times in fiscal 2025. Each director attended virtually, in person or by conference call at least 75% of Board meetings and their respective committee meetings (during the period they served).

At least once each year, our Board holds sessions with only independent directors present. The Chair of the Nominating and Governance Committee serves as Presiding Director to lead these meetings.

Other Corporate Governance Matters

Under our Corporate Governance Guidelines, a director is deemed to have tendered his or her resignation at the next regularly scheduled meeting of the Nominating and Governance Committee in the event of a significant change in job status from the status held at the time of election to our Board. The Nominating and Governance Committee will review whether the new occupation or retirement of the director is consistent with the needs and composition of our Board and recommend action to our Board. Also, under our Corporate Governance Guidelines, non-employee directors may not serve on the boards of directors of more than three public companies and no member of the Audit Committee may serve on the audit committee of more than two other public companies (unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee). Existing directors must consult the Executive Chairman of the Board and the Chair of the Nominating and Governance Committee prior to joining another board of directors. The Executive Chairman of the Board and the Chair of the Nominating and Governance Committee will assess whether the new membership would present a conflict or otherwise compromise the ability of that director to dedicate the time necessary to serve on our Board.

We expect Board members to attend our 2026 Annual Meeting, but from time to time other commitments may prevent certain Board members from attending. All Board members in office at the time of our 2025 Annual Meeting of Stockholders attended the meeting either virtually, by teleconference or in person.

Non-employee directors must retire from the Board no later than the annual stockholders meeting following their 77th birthday unless the remaining non-employee directors determine that it would be in the best interest of the Company and our stockholders for an exception to this policy to be granted. Employee directors must resign from the Board at the time they

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retire or otherwise terminate employment with us, but no later than their 77th birthday, unless otherwise determined by the Board.

In 2020 and reaffirmed in 2021, 2022, 2023, 2024 and 2025 the remaining non-employee directors determined that it was in the best interests of the Company and its stockholders that Mr. Fuller, age 82, continue to serve as a director of the Company. Mr. Fuller was nominated by the Nominating and Governance Committee to be included in this Proxy Statement for re-election at the 2026 Annual Meeting. As a former public company CFO in the homebuilding industry, Mr. Fuller brings valuable expertise to the Board. His extensive experience and skill set provide important perspective, and he is highly regarded by the Board, including in his service as Chair of the Audit Committee.

Similarly, in October 2025, the remaining non-employee directors determined that it was in the best interests of the Company and its stockholders for Mr. Tomnitz, age 77, to continue to serve as a director of the Company. Mr. Tomnitz was nominated by the Nominating and Governance Committee to be included in this Proxy Statement for re-election at the 2026 Annual Meeting. Mr. Tomnitz brings extensive operational experience and a long tenure in the industry, which the Board believes provides valuable insight and perspective. He is highly regarded by the Board for his service and contributions.

Insider Trading Policy

We maintain an insider trading policy that applies to our directors, officers, employees and other persons and entities with access to material non-public information. The policy is designed to promote compliance with applicable federal securities laws and the NYSE listing standards. Under the policy, individuals covered by the policy, including our NEOs, directors and their designees, are prohibited from engaging in transactions in the Company's securities while in possession of material non-public information. The policy also prohibits transactions in derivative securities, including options, warrants, puts, calls or similar instruments, short sales of Company securities, and the pledging or holding of Company securities in margin accounts.

Policies on Business Conduct and Ethics

All directors, officers and employees are required to abide by our Standards of Business Conduct and Ethics. This code covers all areas of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, compliance with all applicable laws and regulations, and oversight and compliance. Our CEO and CFO are also required to abide by our Code of Ethics for Senior Financial Officers. The Standards of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers are available at www.forestar.com under the "Investor Relations — Corporate Governance — Governance Documents" section. We will provide a copy of these documents without charge to any stockholder upon request to our Corporate Secretary at our principal executive office. Any future amendments to either of these codes, and any waiver of the Code of Ethics for Senior Financial Officers and of certain provisions of the Standards of Business Conduct and Ethics for directors or executive officers, will be disclosed on our website promptly following the amendment or waiver.

Communications with Directors

Stockholders and other interested parties may communicate with our Board, including individual directors, by forwarding written comments to the Chair of the Nominating and Governance Committee, who also serves as our Presiding Director, with a copy to our Corporate Secretary to the following:

George W. Seagraves, II, Nominating and Governance Committee Chair

Forestar Group Inc.

2221 E. Lamar Blvd., Suite 790

Arlington, Texas 76006

Attention: Board Communications

Copy to:

Corporate Secretary

Forestar Group Inc.

2221 E. Lamar Blvd., Suite 790

Arlington, Texas 76006

Attention: Board Communications

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Director Compensation

Our director compensation program is designed to compensate our directors for the time commitment required to fulfill their responsibilities, to align director compensation with the long-term interests of our stockholders and to assist in recruiting high-caliber directors.

Director Fee Schedule

The fiscal 2025 director fee schedule is as follows:


			Retainer Fee			$15,000 per quarter, not to exceed $60,000 per annum
			Annual Board Committee Fee			$5,000 per Committee (paid $1,250 per quarter)
			Annual Board Committee Chair Retainer			$2,500 per Committee (paid $625 per quarter)

As previously disclosed, in October 2024, the Board of Directors approved an increase of $10,000 to the retainer fee to the current total of $60,000 per annum ($15,000 per quarter), which went into effect on January 1, 2025.

In connection with their appointment to the Board, Ms. Fischer and Mr. Seagraves each received a retainer grant of 4,360 restricted stock units in October 2024, which vest ratably over three years. Such retainer fees paid in restricted stock units are generally granted to new directors upon initial appointment.

Historically, our non-employee directors received retainer restricted stock unit awards every three years, vesting in equal installments over three years. Historically, non-employee directors also received an annual award of restricted stock units concurrently with awards granted to a broad group of Company employees. In fiscal 2025, the Board revised its restricted stock unit awards practice for non-employee directors from a two-grant approach to a single-grant approach. In November 2024, each then serving non-employee director received their annual fiscal 2025 grant of 2,250 restricted stock units, which vest ratably over three years. Due to the revision to a single-grant approach, the Board increased the director annual restricted stock unit award to 2,995 RSUs in fiscal 2026, vesting ratably over three years.

Further, directors are reimbursed for expenses incurred attending Board and committee meetings, including those for travel, food and lodging. Each non-employee director is also eligible to participate in the Company's broad-based health care plan. Ms. Jamieson and Mr. Seagraves elected to participate in the plan in fiscal 2025.

Mr. Tomnitz and Mr. Oxley do not receive any fees or compensation for their service on our Board other than compensation as Executive Chairman and President and Chief Executive Officer which are discussed further below under "Executive Compensation."

Insurance and Indemnification

All directors are covered under our director and officer liability insurance policies for claims alleged in connection with their service as a director. We have entered into indemnification agreements with each of our directors, agreeing to indemnify them to the fullest extent permitted by law for claims alleged in connection with their service as a director.

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Fiscal 2025 Director Compensation

The following table presents compensation earned by non-employee directors for services rendered in fiscal 2025 as calculated in accordance with SEC rules.


Name(1)	Fees Paid in Cash(2)		Stock Awards(3)		Total
Kellie L. Fischer(4)	$	72,500	$	205,047	$	277,547
Samuel R. Fuller	$	75,000	$	65,048	$	140,048
Lisa H. Jamieson	$	75,000	$	65,048	$	140,048
Elizabeth (Betsy) Parmer	$	72,500	$	65,048	$	137,548
G.F. (Rick) Ringler, III(5)	$	16,875	$	—	$	16,875
George W. Seagraves, II(4)	$	75,000	$	205,047	$	280,047

_________________

(1)Only non-employee directors receive compensation for their service on the Board.

(2)Amounts represent director fees paid in cash during fiscal 2025.

(3)Amounts represent the grant date fair value of $28.91 per unit for the 2,250 restricted stock units granted to each non-employee director on November 20, 2024. Additionally, Ms. Fischer and Mr. Seagraves each also received a retainer grant in connection with their appointment to the Board. Each of their amounts also includes the grant date fair value of $32.11 per unit for the 4,360 restricted stock units granted to them on October 30, 2024. The grant date fair value of all of the restricted stock unit awards was determined in accordance with the accounting guidance for share-based payments. The Company recognizes expense for these awards over the three-year vesting period for those directors who are not retirement eligible (with such expense recognized at grant for directors who are retirement eligible). Additional information regarding the Company's equity awards is included in Note 11 to the consolidated financial statements in the Company's Annual Report on Form 10-K filed with the SEC on November 19, 2025.

(4)Kellie L. Fischer and George W. Seagraves, II were appointed to the Board of Directors effective October 28, 2024.

(5)Mr. Ringler resigned from the Board of Directors effective October 28, 2024 and therefore did not receive any restricted stock units in fiscal 2025 and received only one quarter of cash fees.

As of September 30, 2025, each of the following current and former non-employee directors held the following number of unvested restricted stock units:


Name						Unvested Restricted Stock Units
Kellie L. Fischer						6,610
Samuel R. Fuller						8,151
Lisa H. Jamieson						8,151
Elizabeth (Betsy) Parmer						10,151
G.F. (Rick) Ringler, III (1)						—
George W. Seagraves, II						6,610

(1) Mr. Ringler’s restricted stock units vested in full upon his resignation from the Board of Directors on October 28, 2024.

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Proposal No. 2 – Advisory Vote on the Approval of Executive Compensation

The Board recognizes that executive compensation is an important matter for our stockholders. Our executive compensation programs are designed to implement our core compensation philosophy that executive compensation should be based on Company performance. We believe our compensation programs are aligned with the interests of our stockholders.

Pursuant to Section 14A of the Securities Exchange Act of 1934, and as a matter of good corporate governance, we are asking you to vote, in a non-binding advisory manner, to approve the executive compensation philosophy and objectives described in the Compensation Discussion and Analysis (CD&A) section of this 2026 Proxy Statement, and the compensation of our named executive officers ("NEOs"), as disclosed in this 2026 Proxy Statement.

As an advisory vote, the results of this vote will not be binding on the Board or the Company. However, the Compensation Committee of the Board of Directors values the opinions of our stockholders and will consider the outcome of the vote when making future decisions on the compensation of our NEOs and our executive compensation philosophy and objectives.

After consideration of the results of our advisory vote on the frequency of future advisory votes on executive compensation held at our 2023 Annual Meeting of Stockholders, at which the overwhelming majority of votes cast supported holding advisory votes to approve executive compensation every year, the Board of Directors has determined to hold annual advisory votes on executive compensation. Accordingly, the next advisory vote on executive compensation following the 2026 Annual Meeting will occur at the 2027 Annual Meeting unless the Board of Directors modifies its policy on the frequency of holding such advisory votes.

In accordance with the foregoing, we are asking stockholders to approve the following advisory resolution at the 2026 Annual Meeting:

RESOLVED, that the stockholders of Forestar Group Inc. (the "Company") approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2026 Annual Meeting.

The Board of Directors Unanimously Recommends that Stockholders Vote "FOR"

Approval of the Advisory Resolution on Executive Compensation.

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Executive Officers

Our Current Executive Officers are:


Donald J. Tomnitz	Anthony W. Oxley	James D. Allen	Mark S. Walker
Executive Chairman	President and Chief Executive Officer	Executive Vice President, Chief Financial Officer and Treasurer	Executive Vice President and Chief Operating Officer

Non-Director Executive Officers


James D. Allen
Chief Financial Officer Age 66			James D. Allen, is Executive Vice President, Chief Financial Officer and Treasurer of Forestar, positions he has held since March 2020. Prior to joining Forestar, he served as a Senior Operating Partner at Palm Beach Capital, a private equity investment firm, from 2019 to March 2020. He served as CFO of Hollander Sleep Products, a supplier of bedding products, from 2015 to 2018. He has also held a variety of executive roles at both private and public companies, including Operating Vice President and Group CFO of Sun Capital Partners from 2003 to 2014, Chief Administrative Officer of Mattress Firm Inc. and a variety of C-suite roles at Tandycrafts, Inc. Mr. Allen began his career at PwC. Since February 2016, Mr. Allen has served on the Board and as a member of the audit and compensation committees of Flexshopper, Inc. (FPAY). Mr. Allen holds a Bachelor of Business Administration degree in accounting and management from Evangel University.


Mark S. Walker
Chief Operating Officer Age 49			Mark S. Walker, is Executive Vice President and Chief Operating Officer of Forestar, positions he has held since October 1, 2022. Mr. Walker has more than 20 years of experience in residential real estate. Mr. Walker joined Forestar in 2019 as Region President of the Company’s East region. Since 2019, his responsibilities have expanded to include leading Forestar’s Mid-Atlantic, North and Texas regions. Prior to joining Forestar, Mr. Walker worked for D.R. Horton from 2012 to 2019 as a Vice President in land acquisition and development. Mr. Walker holds a Bachelor of Business Administration degree in general business from the University of Georgia.

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Executive Compensation

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the compensation elements for our NEOs. Our NEOs for fiscal 2025 are as follows, which reflects all individuals who served as our executive officers during fiscal 2025:

•Donald J. Tomnitz, Executive Chairman;

•Anthony W. Oxley, President and Chief Executive Officer;

•James D. Allen, Executive Vice President, Chief Financial Officer and Treasurer; and

•Mark S. Walker, Executive Vice President and Chief Operating Officer.

We are a national, well-capitalized residential lot development company focused primarily on making investments in land acquisition and development to sell finished single-family residential lots to homebuilders. We conduct a wide range of project planning and management activities related to the entitlement, acquisition, community development and sale of residential lots. We primarily invest in entitled short-duration projects that can be developed in phases, enabling us to complete and sell lots at a pace that matches market demand, consistent with our focus on capital efficiency. This strategy is a unique, lower-risk business model that we expect will produce more consistent returns than other public and private land developers.

We have expanded and diversified our lot development operations across 64 markets in 23 states by investing available capital into our existing markets and by entering new markets. We believe our geographically diverse operations provide a strong platform for us to consolidate market share in the highly fragmented lot development industry. We also believe our geographic diversification lowers our operational risks and enhances our earnings potential by mitigating the effects of local and regional economic cycles.

We became a majority-owned subsidiary of D.R. Horton in October 2017 by virtue of a merger with a wholly-owned subsidiary of D.R. Horton. Immediately following the merger, D.R. Horton owned 75% of our outstanding common stock, and as of September 30, 2025, D.R. Horton continued to own approximately 62% of our outstanding common stock. We have grown significantly since the merger in October 2017, as described in the "Key Operating and Financial Highlights" section of the Proxy Summary above.

Our Compensation Committee strives to provide a fair and competitive compensation program for executive officers that will attract, motivate and retain highly qualified and experienced executives, reward superior performance and provide incentives based on Company performance, with an overall emphasis on maximizing long-term stockholder value. The following discussion provides information regarding our compensation objectives and the relationship between our pay outcomes and the performance of the executive and the Company.

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Alignment of Pay with Performance

Our executive compensation program intends to incentivize executives to make business decisions that achieve the Company's strategic objectives and create shareholder value, without taking excessive risk, and reward them accordingly.

Several key financial and operational highlights that illustrate our strong performance in fiscal 2025 are provided below. All comparisons are made between fiscal 2024 and fiscal 2025.


Financial Highlights
Revenue and earnings						•Net income totaled $167.9 million or $3.29 per diluted share. •Pre-tax income of $219.3 million, with a pre-tax profit margin of 13.2%. •Revenues increased 10% to $1.7 billion.
Maintained financial flexibility						•At year-end, liquidity totaled $968.1 million, consisting of $379.2 million in cash and cash equivalents and $588.9 million of availability on our revolving credit facility after the reduction for outstanding letters of credit. •No senior note maturities until fiscal 2028.
Value creation						•Return on equity of 10.1%. Return on equity is calculated as net income attributable to Forestar for the year divided by average stockholders' equity, where average stockholders' equity is the sum of ending stockholders' equity balances of the trailing five quarters divided by five. •Book value per diluted share increased 11% to $34.78.
Operational Highlights
Solid execution						•Delivered 14,240 residential lots. •Further diversified our operating platform and investment in real estate by entering seven new markets. •Ended fiscal 2025 with operations in 64 markets and 23 states.
Positioning for future growth						•Owned and controlled 99,800 lots across a geographically diverse footprint at September 30, 2025. •Invested $1.7 billion in land acquisition and development, an 8% increase over fiscal 2024. •Increased the size of our team by 10% to support the expansion of our platform, including entering new markets and increasing community count. •Roughly 90% of new hires are focused in local market operations.
Strong customer relationships						•Continued to diversify and expand our customer base by closing lots to 29 unique customers in fiscal 2025. •15% of the homes D.R. Horton started this year were on a Forestar developed lot. •Owned lots under contract to sell increased 13% to 23,800 lots, or 37% of our owned lot position, which is expected to generate approximately $2.1 billion dollars of future revenue.

In October 2024, the Compensation Committee established the Executive Cash Incentive Plan and introduced performance-based restricted stock units to the Company's fiscal 2025 executive compensation program, further reinforcing the Company’s pay-for-performance compensation philosophy. See "Fiscal 2025 Compensation" on page 25.

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Advisory Vote

At our 2025 Annual Meeting of Stockholders, approximately 97% of votes cast in our advisory vote on executive compensation were in favor of the proposal. The Compensation Committee considered this result and made no changes to our compensation program for fiscal 2025 as a result of our stockholders’ support of our existing executive compensation program. The Compensation Committee will continue to consider the results of stockholder advisory votes on executive compensation when making future decisions. At our 2023 Annual Meeting of Stockholders, our stockholders voted in favor of an annual advisory vote on executive compensation. Our Board of Directors has determined that advisory votes on executive compensation should continue to be held annually.

The Compensation Committee has primary authority over establishing and changing our executive compensation programs and making specific compensation determinations, while D.R. Horton maintains consent rights over certain compensation matters.

Compensation Philosophy and Objectives

Our executive compensation program is designed to attract, retain and motivate talented executives to achieve the Company's key financial and strategic objectives and reward superior individual performance, with an overall emphasis on maximizing shareholder value. We are guided by the following principles in determining the form and amount of executive compensation:

•Compensation should align with the performance of the Company and performance of the individual. Fiscal 2025 semi-annual cash performance bonuses were earned based on our pre-tax income for the year. Also, our restricted stock unit awards generate additional value for executives as our stock price increases and performance-based restricted stock units are further subject to various financial and operating performance goals.

•Compensation should align executives’ and stockholders’ interests. Our bonuses are designed to incentivize and reward performance as we continue to grow our residential lot development business. In addition, the use of equity-based compensation aligns our executives’ interests with our stockholders’ interests and encourages our executives to focus on profitable growth and long-term performance.

•Compensation should be competitive. Our total compensation, including our base salaries, bonuses and long-term equity awards, should be competitive with our public and private peers to enable us to attract and retain key executives.

•Retention. We believe an overall package of appropriate pay and benefits helps retain executives and managers. This includes a competitive base salary, cash bonuses, health and welfare benefits, Company matching contributions under our 401(k) plan and supplemental retirement benefits. In addition, equity awards with vesting and forfeiture provisions encourage retention.

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Elements of our Compensation Program

The elements of our fiscal year 2025 compensation program are as follows:

•Base salaries;

•Semi-annual cash performance bonuses;

•Performance-based restricted stock units;

•Time-based restricted stock units;

•401(k) retirement plan benefits; and

•Health and welfare benefits.

Each element of compensation is evaluated independently to determine whether, in our Compensation Committee’s judgment, it is competitive within our industry. Our Compensation Committee balances the elements of compensation to attract executives with the appropriate level of experience and expertise, motivate executives to achieve superior individual and Company performance and retain executives that are creating value for our shareholders. Our Compensation Committee believes balancing short- and long-term compensation elements properly incentivizes our executives and mitigates risk. Our Compensation Committee reviews tally sheets that show all compensation elements on an aggregate basis over the previous three years. From year to year, the Compensation Committee may also choose to award all or only certain elements of compensation to an NEO.

Element

Performance Measure

Measurement / Vesting
Period

Base salary

Continued service subject to annual evaluation

Evaluated each year

Semi-annual cash performance bonus

Company pre-tax income

6 months to 1 year

Long-term equity incentives:

Performance stock units

Relative Total Shareholder Return ("TSR"), Return on Inventory ("ROI") and Market Share

3 years

Restricted stock units

Continued service

3 to 5 years

401(k) retirement benefits

401(k) Company matching contribution is dependent on deferrals elected by the NEO and allowable under regulatory limits

None

Health and welfare benefits

None

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2025 TOTAL COMPENSATION

(1) Equity includes the grant date fair value of both the RSUs and the 2027 PSUs granted in fiscal 2025 based upon the probable outcome of the applicable performance conditions at grant.

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Fiscal 2025 Compensation

Recently, the Compensation Committee has shifted to a more formulaic incentive-based compensation program for its NEOs, consistent with its commitment to pay-for-performance. The Compensation Committee's philosophy and guidelines for considering such an incentive-based program included the following:

•the program should not encourage excessive risk taking.

•the program should offer an opportunity for greater compensation for superior performance, balanced by the risk of lower compensation when performance is below expectations.

•compensation levels should be closely tied to the performance and success of the Company as well as the executive's contribution to the Company's performance and success.

After a thorough review of the Company’s executive compensation program, including consultation with its independent compensation advisor, Lockton Companies, in October of 2024, the Compensation Committee approved the following changes for the Company’s fiscal 2025 executive incentive compensation program to further reinforce the Company’s pay for performance compensation philosophy:

Short-Term Cash Incentive Plan:

•The Committee adopted the Forestar Group Inc. Executive Cash Incentive Plan (the "Cash Incentive Plan"), pursuant to which the Company may grant cash incentive awards to eligible participants, including executive officers of the Company, that are payable based on the achievement of pre-established performance goals. Replacing our historic discretionary bonuses, the fiscal 2025 annual cash incentive award granted to the Company’s executive officers under the Cash Incentive Plan were earned based on the Company’s pre-tax income performance, with the ability to earn from 0% to 200% of a specified target opportunity. Earned cash incentive awards are paid semi-annually.

Long-Term Performance Stock Units:

•The Compensation Committee incorporated performance-based equity awards that are earned when the Company achieves pre-established long-term performance goals into the Company’s executive equity award program through the grant of performance-based restricted stock units ("PSUs") as a portion of the fiscal 2025 equity awards granted to the Company’s executive officers. Fiscal 2025 PSUs granted will be earned after a three-year performance period covering fiscal years 2025 through 2027, subject to the achievement of relative TSR, ROI and market share goals, with the ability to earn from 0% to 200% of the target number of granted PSUs. The three performance goals are weighted equally.

The Compensation Committee believes that these changes further strengthen the alignment of executive incentives with the interests of the Company’s stockholders.

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Base Salaries

Base salaries are determined based on the executive’s responsibilities, performance, experience and the Compensation Committee’s judgment. In reviewing the executives' salaries, the Compensation Committee reviews publicly-available data from our peer group companies (see "Competitive Pay Analysis and Peer Group"). Base salaries provide our NEOs a foundation of fixed compensation, acknowledges the breadth of their responsibilities and recognizes effective leadership.

Each of the NEO’s base salaries was increased for fiscal 2025 after consulting with the Compensation Committee's independent consultant, reviewing an analysis of our peer group practices and to recognize each executive's performance in their role. The NEO's salary levels remained unchanged for fiscal 2026 from fiscal 2025 as the salaries remained aligned with the salaries of similar executives of similar publicly-traded companies, including members of our peer group and other public companies within a range of our market capitalization and industrial classification code.

The annual base salaries of our NEOs for fiscal years 2024, 2025 and 2026 are set forth in the following table.


Name	Fiscal 2024 Base Salary		Fiscal 2025 Base Salary		Fiscal 2026 Base Salary
Donald J. Tomnitz	$	420,000	$	500,000	$	500,000
Anthony W. Oxley	$	420,000	$	500,000	$	500,000
James D. Allen	$	370,000	$	400,000	$	400,000
Mark S. Walker	$	315,000	$	400,000	$	400,000

2025 Semi-Annual Cash Performance Bonuses

During fiscal 2025, in line with our compensation philosophy to award incentive bonuses that link pay with performance, Mr. Tomnitz, Mr. Oxley, Mr. Allen and Mr. Walker each had the opportunity to earn a performance bonus ("PTI Bonus") under the Cash Incentive Plan based on the Company’s pre-tax income earned during the year. "Pre-tax income" or "PTI" means consolidated income before income taxes, as publicly reported by the Company in its consolidated financial statements prepared in accordance with generally accepted accounting principles. The Compensation Committee believes that strong profitability increases the value of the Company, which benefits all of our long-term stockholders.

Amounts earned for the PTI Bonus are based on a percentage of the Company’s pre-tax income earned during each semi-annual period during the fiscal year subject to a maximum potential payout of 200% of the bonus that would be earned if 200% or more of the Company’s forecasted PTI target for the year were achieved. The payout percentages and maximum potential payout amounts for the PTI Bonus for each NEO in fiscal 2025 are included in the table below. The Compensation Committee set these percentages and maximum payouts at the beginning of fiscal 2025.

The Compensation Committee reserves the right to use its discretion to adjust downward, but not upward, the final earned PTI Bonus amounts. The threshold for achieving an annual incentive bonus was the attainment of positive pre-tax income. If no pre-tax income was attained, then no bonus would be earned under the PTI Bonus. The bonuses earned under the PTI Bonus program were as set forth in the tables below.

PTI Bonus Payout Rates and Maximum Potential Payouts


	Percent of Pre-Tax Income		Maximum Potential Payout
Name	Fiscal 2025		Fiscal 2025
Donald J. Tomnitz	0.25	%	$	1,350,000
Anthony W. Oxley	0.60	%	$	3,240,000
James D. Allen	0.20	%	$	1,080,000
Mark S. Walker	0.35	%	$	1,890,000

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2025 PTI Bonus Results

The tables below set forth the Company’s PTI and PTI Bonuses paid for fiscal 2025 to Mr. Tomnitz, Mr. Oxley, Mr. Allen and Mr. Walker:

SEC Form DEF 14A filed by Forestar Group Inc