Item 1. Security and Issuer
This Amendment No. 4 (the “Amendment”) amends Items 1, 4, 6, and 7 of the Schedule 13D (the “Original Schedule 13D”) originally filed
by D.R. Horton, Inc., a Delaware Corporation (“D.R. Horton”) with the Securities and Exchange Commission (the “SEC”) on October 12, 2017, as amended by Amendment No. 1 thereto filed by D.R. Horton with the SEC on
October 1, 2019, as further amended by Amendment No. 2 thereto filed by D.R. Horton with the SEC on April 21, 2021, and as further amended by Amendment No. 3 thereto filed by D.R. Horton with the SEC on April 18, 2024. This
statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $1.00 per share (the “Common Stock”), of Forestar Group Inc., a Delaware corporation (the “Issuer”). The Issuer has its
principal executive offices at 2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006.
This Amendment is being filed to disclose the entry by D.R. Horton
and the Issuer into the A&R Stockholder’s Agreement (as defined below) and provide a description of the amendments contained therein. Except as specifically provided herein, this Amendment does not modify any of the information previously
reported on the Schedule 13D.
Item 4. Purpose of Transaction
The information provided in response to Item 6 hereof is hereby incorporated by reference into this Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Stockholder’s Agreement
On October 28,
2024, the Issuer and D.R. Horton entered into an Amended and Restated Stockholder’s Agreement, dated as of October 28, 2024 (the “A&R Stockholder’s Agreement”), which amends and restates the Stockholder’s Agreement,
dated as of June 29, 2017, between the Issuer and D.R. Horton (the “Original Stockholder’s Agreement”).
The Original
Stockholder’s Agreement provided that (i) the Investment Committee (as defined in the Stockholder’s Agreement) of the Issuer is vested with sole responsibility over investment decisions involving, in any single transaction or a series
of related transactions, Capital Expenditures (as defined in the Stockholder’s Agreement) of $20,000,000 or less, and (ii) prior written consent of D.R. Horton is required before the Issuer acquires (including by way of merger, exchange
offer, recapitalization, reorganization, liquidation or dissolution) any business, debt or equity interests, operations or assets of any person, or makes any investment in or loan to any person, in any single transaction or series of related
transactions, involving Capital Expenditures (as defined in the Stockholder’s Agreement) in excess of $20,000,000. These provisions are also included in the Issuer’s Second Amended and Restated Certificate of Incorporation (the
“Charter”).
The A&R Stockholder’s Agreement increases each of the $20,000,000 thresholds described above (each, an “Approval
Threshold”) to $45,000,000, subject to an annual increase on the last Tuesday of September or, if the Case-Shiller Index Change (as defined below) has not been published as of such date, such later date that the Case-Shiller Index Change for
the relevant period is published (each such date, an “adjustment date”) by an amount equal to the product of (A) the one-year percentage change reported in the S&P CoreLogic Case-Shiller
U.S. National Home Price NSA Index (the “Case-Shiller Index Change”) for the one-year period ending July 31 of the then-current calendar year, expressed as a decimal and (B) the Approval
Threshold in effect immediately prior to the applicable adjustment date. Any adjustments to the Approval Threshold shall be rounded to the nearest $100,000. If the Case-Shiller Index Change is negative for any such annual period, there shall be no
adjustment, and the then-current Approval Threshold shall remain in effect until the next adjustment date.
The Issuer intends to submit a proposal to
amend the Charter consistent with the amendments made in the A&R Stockholder’s Agreement to the Issuer’s stockholders for approval at the Issuer’s 2025 Annual Meeting of Stockholders (the “Charter Amendment”). Until the
Issuer’s stockholders approve the Charter Amendment, the current provisions of the Charter will remain in effect notwithstanding the entry into the A&R Stockholder’s Agreement.
Other than as amended by the A&R Stockholder’s Agreement, the provisions of the Original Stockholder’s Agreement remain in effect.