shus-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-8951

Sekisui House U.S., Inc.

(Exact name of Registrant as specified in its charter)


Delaware			84-0622967
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification no.)


4350 South Monaco Street, Suite 500									80237
Denver, Colorado									(Zip code)
(Address of principal executive offices)

(303) 773-1100

(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

None

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 (or for such shorter period that the Registrant was required to file such reports) 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, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

Smaller Reporting Company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected 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 Exchange Act). Yes ☐ No ☒

As of March 31, 2026, outstanding common stock consisted of 100 shares of common stock, $0.01 par value per share, all of which were held by SH Residential Holdings, LLC (“Parent or SHRH”).

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Sekisui House U.S., Inc.

FORM 10-Q

FOR THE QUARTER ENDED March 31, 2026

INDEX


		Page No.
Part I. Financial Information:

Item 1.	Unaudited Consolidated Financial Statements:

	Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	1

	Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2026 and 2025	2

	Consolidated Statements of Changes in Stockholder's Equity for the three months ended March 31, 2026 and 2025	3

	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	4

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	43

Part II. Other Information:

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

Signatures		46

EXPLANATORY NOTE

The Company is filing this Quarterly Report on Form 10-Q on a voluntary basis to disclose the events reported herein. The Company no longer has an obligation to file reports with the Securities and Exchange Commission ("SEC") as it no longer has any class of securities registered under Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934. The Company, in its sole discretion, may stop making filings with the SEC at any time and no assumptions should be made as to continued reporting with the SEC.

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PART I. FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

Sekisui House U.S., Inc.

Consolidated Balance Sheets


	March 31, 2026		December 31, 2025
	(unaudited)
	(Dollars in thousands, except share and per share amounts)
ASSETS
Homebuilding:
Cash and cash equivalents	$	57,014	$	266,486
Restricted cash	1		1
Trade and other receivables	105,909		78,592
Related party receivables	3,548		47,219
Inventories	7,095,187		7,179,927
Property and equipment, net	99,675		96,089
Deferred tax asset, net	85,929		86,619
Prepaids and other assets	194,963		207,261
Investment in unconsolidated entities	21,679		23,681
Goodwill and intangible assets, net	235,114		236,614
Total homebuilding assets	7,899,019		8,222,489
Financial Services:
Cash and cash equivalents	104,139		93,645
Restricted cash	528		546
Mortgage loans held-for-sale, net	209,315		216,107
Other assets	34,856		29,159
Total financial services assets	348,838		339,457
Total Assets	$	8,247,857	$	8,561,946
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	198,216	$	176,674
Accrued and other liabilities	526,120		562,284
Revolving credit facility	200,000		—
Related party line of credit	—		487,789
Related party payables	1,458		2,188

Notes payable, net	2,950		2,953
Senior notes, net	1,485,397		1,485,166
Total homebuilding liabilities	2,414,141		2,717,054
Financial Services:
Accounts payable and accrued liabilities	131,652		125,078
Mortgage repurchase facility	168,225		177,221
Total financial services liabilities	299,877		302,299
Total Liabilities	2,714,018		3,019,353
Stockholder's Equity
Common stock, $0.01 par value; 150 shares authorized; 100 issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Additional paid-in-capital	3,683,807		3,683,807
Retained earnings	1,850,032		1,858,786

Total Stockholder's Equity	5,533,839		5,542,593
Total Liabilities and Stockholder's Equity	$	8,247,857	$	8,561,946

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

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Sekisui House U.S., Inc.

Consolidated Statements of Operations and Comprehensive Income


	Three Months Ended March 31,
	2026		2025

	(Dollars in thousands, except share and per share amounts)
Homebuilding:
Home sale revenues	$	1,202,055	$	1,506,375
Land sale revenues	7,013		1,443
Other revenues	—		3,260
Total revenues	1,209,068		1,511,078
Home cost of sales	(1,018,252)		(1,240,380)
Inventory impairments	(4,500)		—
Total home cost of sales	(1,022,752)		(1,240,380)
Land cost of sales	(5,072)		(760)
Other cost of sales	—		(2,839)
Total cost of sales	(1,027,824)		(1,243,979)
Gross margin	181,244		267,099
Selling, general and administrative expenses	(193,128)		(191,492)
Interest and other income	1,084		7,104

Other expense	(3,692)		(3,879)
Homebuilding pretax income (loss)	(14,492)		78,832

Financial Services:
Revenues	27,677		38,514
Expenses	(25,024)		(27,655)
Other income, net	2,862		3,809
Financial services pretax income	5,515		14,668

Income (loss) before income taxes	(8,977)		93,500
Benefit (provision) for income taxes	223		(16,947)
Net income (loss)	$	(8,754)	$	76,553

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

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Sekisui House U.S., Inc.

Consolidated Statements of Changes in Stockholder's Equity

(Dollars in thousands, except share amounts)


	Three Months Ended March 31, 2026
	Common Stock			Additional Paid-in Capital		Retained Earnings		Total
	Shares	Amount
Balance at December 31, 2025	100	$	—	$	3,683,807	$	1,858,786	$	5,542,593
Net loss	—	—		—		(8,754)		(8,754)


Balance at March 31, 2026	100	$	—	$	3,683,807	$	1,850,032	$	5,533,839


	Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Retained Earnings		Total
	Shares	Amount
Balance at December 31, 2024	100	$	—	$	3,154,058	$	1,832,192	$	4,986,250
Net income	—	—		—		76,553		76,553


Balance at March 31, 2025	100	$	—	$	3,154,058	$	1,908,745	$	5,062,803

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

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Sekisui House U.S., Inc.

Consolidated Statements of Cash Flows


	Three Months Ended March 31,
	2026		2025

	(Dollars in thousands)
Operating Activities:
Net income (loss)	$	(8,754)	$	76,553
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	10,165		10,772
Inventory impairments	4,500		—
Project abandonment costs	3,684		3,097

Gain on sale of property and equipment	(23)		(35)
Income from unconsolidated entities	(375)		(736)
Distribution from unconsolidated entities	—		1,090
Deferred income tax expense (benefit)	690		(4,991)
Net changes in assets and liabilities:
Trade and other receivables	(27,317)		(88,679)
Related party receivables	(1,329)		3,132
Mortgage loans held-for-sale, net	6,792		(29,719)
Inventories	76,788		(456,123)
Prepaids and other assets	8,318		11,438
Accounts payable and accrued and other liabilities	(11,254)		218
Net cash provided by (used in) operating activities	61,885		(473,983)

Investing Activities:
Distribution of capital from unconsolidated entities	2,377		385
Decrease in receivable from cash pooling arrangement with Parent	—		75,967


Proceeds from sale / disposal of other assets	23		389
Purchases of property and equipment	(11,469)		(8,828)
Net cash provided by (used in) investing activities	(9,069)		67,913

Financing Activities:
Draws (payments) on mortgage repurchase facilities, net	(8,996)		33,335
Draws on homebuilding line of credit, net	200,000		—
Advances (payments) on related party line of credit from cash pooling arrangement with Parent	(442,789)		40,990
Repayment of notes payable, net	(27)		—



Net cash provided by (used in) financing activities	(251,812)		74,325

Net decrease in cash, cash equivalents and restricted cash	(198,996)		(331,745)
Cash, cash equivalents and restricted cash:
Beginning of period	360,678		893,781
End of period	$	161,682	$	562,036

Reconciliation of cash, cash equivalents and restricted cash:
Homebuilding:
Cash and cash equivalents	$	57,014	$	298,134
Restricted cash	1		1,013
Financial Services:
Cash and cash equivalents	104,139		262,147

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Restricted cash	528		742
Total cash, cash equivalents and restricted cash	$	161,682	$	562,036

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

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1. Basis of Presentation

The Unaudited Consolidated Financial Statements of Sekisui House U.S., Inc. (formerly known as M.D.C. Holdings, Inc.) ("SHUS," “the Company," “we,” “us,” or “our,” which refer to Sekisui House U.S., Inc. and its subsidiaries) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of SHUS at March 31, 2026 and for all periods presented. These statements should be read in conjunction with SHUS’s Consolidated Financial Statements and Notes thereto and the Combined Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

On December 1, 2025, Parent contributed (for no consideration) to the Company all of Parent’s interests in its wholly owned subsidiary Woodside Group, LLC (“Woodside”). Woodside is a homebuilding company with operations in Arizona, California, Idaho, Nevada and Utah. On January 1, 2026, Parent contributed (for no consideration) to the Company all of Parent’s interests in its wholly owned subsidiaries Chesmar Homes, LLC (“Chesmar”) and Holt Group Holdings, LLC ("Holt"). Chesmar and Holt are homebuilding companies with operations in Texas, Oregon, and Washington. The Woodside Merger and Chesmar and Holt Merger are collectively referred to as the Common Control Mergers.

Immediately prior to the contributions, the sole stockholder of the Company was also the sole stockholder of Woodside, Chesmar and Holt. As a result of the common ownership, upon closing of the transactions, the acquisitions were considered common-control transactions and were outside the scope of the business combination guidance in Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805-50"). The entities are deemed to be under common control as of April 19, 2024, which was the date that the sole stockholder acquired control of the Company and, therefore, held control over each of the companies. The consolidated financial statements incorporate Woodside, Chesmar and Holt financial results and financial information beginning on April 19, 2024.

Included in these footnotes are certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. These forward-looking statements may be identified by terminology such as “likely,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this section are reasonable, we cannot guarantee future results. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered.

Where necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation.

2. Recently Issued Accounting Standards

Adoption of New Accounting Standards

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU-2025-05"), which allows entities to use the practical expedient to estimate expected credit losses. ASU 2025-05 will be effective for our fiscal year ending December 31, 2026 and interim reporting periods within this annual reporting period, with early adoption permitted. We adopted this amendment and elected the practical expedient in the first quarter of 2026. The adoption of ASU 2025-05 did not have a material impact on our consolidated balance sheet or consolidated statement of operations and comprehensive income.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures.

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This amendment modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold, (2) the amount of income taxes paid (net of refunds received) (disaggregated by federal, state, and foreign taxes) as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid net of refunds, (3) the income or loss from continuing operations before income tax expense or benefit (disaggregated between domestic and foreign) and (4) income tax expense or benefit from continuing operations (disaggregated by federal, state and foreign). The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, while retrospective application is permitted. We adopted this amendment in the fourth quarter of 2025. As a result of the adoption, there was no material impact on our consolidated balance sheet or consolidated statement of operations and comprehensive income.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). The amendments in this update enhance disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

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3. Segment Reporting

An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, to evaluate performance and make operating decisions. We have identified our CODM as one key executive—the Chief Executive Officer (“CEO”). The CODM's evaluation of segment performance is based on segment pretax income for all reportable segments. Pretax income is used at the segment level for forecasting and actual results to evaluate performance of each segment and further assist in decision making regarding allocation of capital and other resources between segments.

During the first quarter of 2026, we reassessed our operating segments and reportable segments and realigned the aggregation of our homebuilding operating segments into six new reportable segments to better allocate our homebuilding operating segments across geographic reporting regions. We have identified each homebuilding division as an operating segment. Our homebuilding operating segments have been aggregated into the reportable segments noted below because they are similar in the following regards: (1) economic characteristics; (2) housing products; (3) class of homebuyer; (4) regulatory environments; and (5) methods used to construct and sell homes. Our homebuilding reportable segments conducted ongoing operations in the following states:

•Pacific Northwest (Idaho, Oregon and Washington)

•California

•Desert (Arizona, Nevada and New Mexico)

•Mountain (Colorado and Utah)

•Texas

•East (Florida, Maryland, Tennessee and Virginia)

Our financial services business consists of the following operating segments: (1) HomeAmerican Mortgage Corporation (“HomeAmerican”); (2) CLM Mortgage, Inc. ("CLM"); (3) StarAmerican Insurance Ltd. (“StarAmerican”); (4) American Home Insurance Agency, Inc.; (5) Entitled Insurance Agency, Inc. ("Entitled Insurance"); (6) American Home Title and Escrow Company; and (7) N Title, LLC ("N Title"). Due to its contributions to consolidated pretax income, we consider HomeAmerican and CLM to be a reportable segment (“Mortgage Operations”). The remaining operating segments have been aggregated into one reportable segment (“other”) because they do not individually exceed 10 percent of: (1) consolidated revenue; (2) the greater of (a) the combined reported profit of all operating segments that did not report a loss or (b) the positive value of the combined reported loss of all operating segments that reported losses; or (3) consolidated assets.

Corporate is a non-operating segment that develops and implements strategic initiatives and supports our operating divisions by centralizing key administrative functions such as finance, treasury, information technology, insurance, risk management, litigation and human resources. A portion of the expenses incurred by Corporate are allocated to the homebuilding operating segments based on their respective percentages of assets, and to a lesser degree, a portion of Corporate expenses are allocated to the financial services segments. A majority of Corporate’s personnel and resources are primarily dedicated to activities relating to the homebuilding segments, and, therefore, the balance of any unallocated Corporate expenses is included in the homebuilding operations section of our consolidated statements of operations and comprehensive income.

The following tables present operating results relating to our homebuilding and financial services operations:

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	Three Months Ended March 31, 2026
	(Dollars in thousands)
	Homebuilding
	Pacific Northwest		California		Desert		Mountain		Texas		East		Corporate		Total
Home sale revenues	$	210,921	$	219,059	$	268,206	$	205,567	$	192,983	$	105,319	$	—	$	1,202,055
Land sale revenues	$	3,300	$	—	$	—	$	—	$	3,713	$	—	$	—	$	7,013
Other revenues	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Home cost of sales	$	(179,858)	$	(183,758)	$	(227,499)	$	(175,429)	$	(159,555)	$	(92,153)	$	—	$	(1,018,252)
Inventory impairments	$	(700)	$	—	$	(1,450)	$	—	$	—	$	(2,350)	$	—	$	(4,500)
Land cost of sales	$	(2,613)	$	—	$	—	$	—	$	(2,459)	$	—	$	—	$	(5,072)
Other cost of sales	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Selling, general and administrative expenses	$	(32,140)	$	(38,309)	$	(41,042)	$	(27,325)	$	(32,674)	$	(22,288)	$	650	$	(193,128)
Interest and other income (1)	$	(82)	$	84	$	60	$	136	$	474	$	31	$	381	$	1,084
Other expense (3)	$	(80)	$	(380)	$	(1,492)	$	(870)	$	—	$	(870)	$	—	$	(3,692)
Pretax income (loss)	$	(1,252)	$	(3,304)	$	(3,217)	$	2,079	$	2,482	$	(12,311)	$	1,031	$	(14,492)


	Three Months Ended March 31, 2026
	(Dollars in thousands)
	Financial Services
	Mortgage Operations		Other		Total
Revenues	$	15,404	$	12,273	$	27,677
Expenses (2)	$	(18,723)	$	(6,301)	$	(25,024)
Other income (3)	$	1,841	$	1,021	$	2,862
Pretax income (loss)	$	(1,478)	$	6,993	$	5,515

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	Three Months Ended March 31, 2025
	(Dollars in thousands)
	Homebuilding
	Pacific Northwest		California		Desert		Mountain		Texas		East		Corporate		Total
Home sale revenues	$	225,190	$	251,016	$	334,511	$	323,376	$	213,867	$	158,415	$	—	$	1,506,375
Land sale revenues	$	290	$	—	$	—	$	—	$	1,153	$	—	$	—	$	1,443
Other revenues	$	3,219	$	41	$	—	$	—	$	—	$	—	$	—	$	3,260
Home cost of sales	$	(184,740)	$	(201,776)	$	(273,123)	$	(271,718)	$	(172,633)	$	(136,390)	$	—	$	(1,240,380)
Inventory impairments	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Land cost of sales	$	245	$	(60)	$	—	$	—	$	(945)	$	—	$	—	$	(760)
Other cost of sales	$	(2,835)	$	(4)	$	—	$	—	$	—	$	—	$	—	$	(2,839)
Selling, general and administrative expenses	$	(29,284)	$	(36,607)	$	(39,947)	$	(30,499)	$	(28,378)	$	(21,392)	$	(5,385)	$	(191,492)

Interest and other income (1)	$	(37)	$	181	$	71	$	52	$	440	$	72	$	6,325	$	7,104
Other expense (3)	$	(110)	$	(1,089)	$	(323)	$	(540)	$	(788)	$	(800)	$	(229)	$	(3,879)
Pretax income	$	11,938	$	11,702	$	21,189	$	20,671	$	12,716	$	(95)	$	711	$	78,832


	Three Months Ended March 31, 2025
	(Dollars in thousands)
	Financial Services
	Mortgage Operations		Other		Total
Revenues	$	21,456	$	17,058	$	38,514
Expenses (2)	$	(20,799)	$	(6,856)	$	(27,655)
Other income (3)	$	1,508	$	2,301	$	3,809
Pretax income	$	2,165	$	12,503	$	14,668

(1) Includes interest income and gain (loss) on sale of other assets.

(2) Includes interest expense and general and administrative expense.

(3) Includes abandoned project costs and other non-operating expenses (Homebuilding) and interest income (Financial Services).

The following table summarizes total assets for our homebuilding and financial services operations. The assets in our Pacific Northwest, California, Desert, Mountain, Texas and East segments consist primarily of inventory while the assets in our Corporate segment primarily includes cash and cash equivalents, trade and other receivables and deferred tax assets. The assets in our financial services operations consist mostly of cash and cash equivalents and mortgage loans held-for-sale.


	March 31, 2026		December 31, 2025

	(Dollars in thousands)
Homebuilding assets
Pacific Northwest	$	1,122,345	$	1,222,938
California	1,764,597		1,720,250
Desert	1,699,815		1,697,152
Mountain	1,003,821		1,059,501
Texas	1,245,893		1,150,647

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East	845,036		890,772
Corporate	217,512		481,229
Total homebuilding assets	$	7,899,019	$	8,222,489
Financial services assets
Mortgage Operations	$	271,554	$	265,655
Other	77,284		73,802
Total financial services assets	$	348,838	$	339,457

Total assets	$	8,247,857	$	8,561,946

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4. Fair Value Measurements

ASC Topic 820, Fair Value Measurements (“ASC 820”), defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs, other than quoted prices in active markets, that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table sets forth the fair values and methods used for measuring the fair values of financial instruments on a recurring basis, except those for which the carrying values approximate fair values:


		Fair Value
Financial Instrument	Hierarchy	March 31, 2026		December 31, 2025

		(Dollars in thousands)



Mortgage loans held-for-sale, net	Level 2	$	209,315	$	216,107

Derivative and financial instruments, net
Interest rate lock commitments	Level 2	$	(9,953)	$	(5,931)
Forward sales of mortgage-backed securities	Level 2	$	2,767	$	(3,615)
Mandatory delivery forward loan sale commitments	Level 2	$	542	$	(451)
Best-effort delivery forward loan sale commitments	Level 2	$	14	$	(6)

The following methods and assumptions were used to estimate the fair value of each class of financial instruments as of March 31, 2026 and December 31, 2025.

Mortgage loans held-for-sale, net. Our mortgage loans held-for-sale, which are measured at fair value on a recurring basis, include (1) mortgage loans held-for-sale that are under commitments to sell and (2) mortgage loans held-for-sale that are not under commitments to sell. At March 31, 2026 and December 31, 2025, we had $95.6 million and $115.4 million, respectively, of mortgage loans held-for-sale at fair value under commitments to sell. The fair value for those loans was based on quoted market prices for those mortgage loans, which are Level 2 fair value inputs. At March 31, 2026 and December 31, 2025, we had $113.7 million and $100.7 million, respectively, of mortgage loans held-for-sale that were not under commitments to sell. The fair value for those loans was primarily based upon the estimated market price received from an outside party, which is a Level 2 fair value input.

Gains (losses) on mortgage loans, net, are included as a component of revenues in the financial services section of our consolidated statements of operations and comprehensive income. For the three months ended March 31, 2026, we recorded losses on mortgage loans held-for-sale, net of $20.2 million compared to $14.9 million for the same period in the prior year.

Derivative and financial instruments, net. Our derivatives and financial instruments, which include (1) interest rate lock commitments, (2) forward sales of mortgage-backed securities, (3) mandatory delivery forward loan sale commitments and (4) best-effort delivery forward loan sale commitments, are measured at fair value on a recurring basis based on market prices for similar instruments. For the three months ended March 31, 2026 and 2025, we recorded net losses on these derivative and financial instruments of $4.0 million and $11.2 million, respectively, in revenues in the financial services section of our consolidated statements of operations and comprehensive income. The following table sets forth the notional amounts of derivative and financial instruments at March 31, 2026 and December 31, 2025:


	Notional Values
Financial Instrument	March 31, 2026		December 31, 2025
	(Dollars in thousands)
Interest rate lock commitments	$	314,102	$	144,307
Forward sales of mortgage-backed securities	$	420,750	$	217,500
Mandatory delivery forward loan sale commitments	$	91,677	$	108,673
Best-effort delivery forward loan sale commitments	$	4,719	$	9,955

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For the financial assets and liabilities that the Company does not reflect at fair value, the following methods and assumptions were used to estimate the fair value of each class of financial instruments.

Cash and cash equivalents, restricted cash, trade and other receivables, related party receivables, prepaids and other assets, accounts payable, related party payables, accrued and other liabilities and borrowings on our revolving credit facility. Fair value approximates carrying value.

Mortgage Repurchase Facilities. The debt associated with our mortgage repurchase facilities (see Note 14 for further discussion) is at floating rates that approximate current market rates and have relatively short-term maturities, generally within 30 days. The fair value approximates carrying value and is based on Level 2 inputs.

Senior Notes. The estimated values of the senior notes in the following table are based on Level 2 inputs, which primarily reflect estimated prices for our senior notes that were provided by multiple sources.


	March 31, 2026				December 31, 2025
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

	(Dollars in thousands)
$300 million 3.850% Senior Notes due January 2030, net	$	298,830	$	285,881	$	298,758	$	289,370
$350 million 2.500% Senior Notes due January 2031, net	348,400		309,530		348,321		311,117
$500 million 6.000% Senior Notes due January 2043, net	491,926		457,770		491,858		470,270
$350 million 3.966% Senior Notes due August 2061, net	346,241		227,901		346,229		228,183
Total	$	1,485,397	$	1,281,082	$	1,485,166	$	1,298,940

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5. Inventories

The following table sets forth, by reportable segment, information relating to our homebuilding inventories:


	March 31, 2026		December 31, 2025

	(Dollars in thousands)
Housing completed or under construction:
Pacific Northwest	$	411,892	$	459,080
California	699,891		732,402
Desert	548,479		575,557
Mountain	443,957		510,726
Texas	743,326		414,850
East	308,471		367,629
Subtotal	3,156,016		3,060,244
Land and land under development:
Pacific Northwest	657,706		681,229
California	900,474		847,635
Desert	1,075,699		1,054,816
Mountain	526,181		509,450
Texas	197,308		457,977
East	505,053		500,941
Subtotal	3,862,421		4,052,048
Land held for sale:
Pacific Northwest	8,860		9,928
California	49,595		46,763
Desert	—		—
Mountain	—		—
Texas	8,573		10,944
East	9,722		—
Subtotal	76,750		67,635
Total inventories	$	7,095,187	$	7,179,927

Our inventories are primarily associated with communities where we intend to construct and sell homes, including models and unsold homes. Costs capitalized to land and land under development primarily include: (1) land costs; (2) land development costs; (3) entitlement costs; (4) capitalized interest; (5) engineering fees; and (6) title insurance, real property taxes and closing costs directly related to the purchase of the land parcel. Components of housing completed or under construction primarily include: (1) land costs transferred from land and land under development; (2) direct construction costs associated with a house; (3) real property taxes, engineering fees, permits and other fees; (4) capitalized interest; and (5) indirect construction costs, which include field construction management salaries and benefits, utilities and other construction related costs. Land costs are transferred from land and land under development to housing completed or under construction at the point in time that construction of a home on an owned lot begins.

In accordance with ASC Topic 360, Property, Plant, and Equipment (“ASC 360”), homebuilding inventories, excluding those classified as held for sale, are carried at cost unless events and circumstances indicate that the carrying value of the underlying subdivision may not be recoverable. We evaluate inventories for impairment at each quarter end on a subdivision level basis as each such subdivision represents the lowest level of identifiable cash flows. In making this determination, we review, among other things, the following for each subdivision:

•actual and trending “Operating Margin” (which is defined as home sale revenues less home cost of sales and all incremental costs associated directly with the subdivision, including sales commissions, incentives and marketing costs);

•forecasted Operating Margin for homes in backlog;

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•actual and trending net home orders;

•homes available for sale;

•market information for each sub-market, including competition levels, home foreclosure levels, the size and style of homes currently being offered for sale and lot size; and

•known or probable events indicating that the carrying value may not be recoverable.

If events or circumstances indicate that the carrying value of our inventory may not be recoverable, assets are reviewed for impairment by comparing the undiscounted estimated future cash flows from an individual subdivision (including capitalized interest) to its carrying value. If the undiscounted future cash flows are less than the subdivision’s carrying value, the carrying value of the subdivision is written down to its then estimated fair value. We generally determine the estimated fair value of each subdivision by determining the present value of the estimated future cash flows at discount rates, which are Level 3 inputs, that are commensurate with the risk of the subdivision under evaluation. The evaluation for the recoverability of the carrying value of the assets for each individual subdivision can be impacted significantly by our estimates of future home sale revenues, home construction costs, and development costs per home, all of which are Level 3 inputs.

If land is classified as held for sale, we measure it in accordance with ASC 360 at the lower of the carrying value or fair value less estimated costs to sell. In determining fair value, we primarily rely upon the most recent negotiated price, which is a Level 2 input. If a negotiated price is not available, we will consider several factors including, but not limited to, current market conditions, recent comparable sales transactions and market analysis studies, which are considered Level 3 inputs. If the fair value less estimated costs to sell is lower than the current carrying value, the land is impaired down to its estimated fair value less costs to sell.

Inventory impairments recognized by segment for the three months ended March 31, 2026 and 2025 are shown in the table below.


	Three Months Ended March 31,
	2026		2025
	(Dollars in thousands)
Housing Completed or Under Construction:
Pacific Northwest	$	560	$	—
California	—		—
Desert	1,450		—
Mountain	—		—
Texas	—		—
East	2,014		—
Subtotal	4,024		—
Land and Land Under Development:
Pacific Northwest	140		—
California	—		—
Desert	—		—
Mountain	—		—
Texas	—		—
East	336		—
Subtotal	476		—
Total Inventory Impairments	$	4,500	$	—

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The table below provides quantitative data, for the periods presented, where applicable, used in determining the fair value of the impaired inventory.

Impairment Data

Quantitative Data

Three Months Ended

Number of Subdivisions Impaired

Inventory
Impairments

Fair Value of
Inventory After Impairments

Discount Rate

(Dollars in thousands)

March 31, 2026

4,500

23,441

15%

Total

4,500

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6. Capitalization of Interest

We capitalize interest to inventories during the period of development in accordance with ASC Topic 835, Interest (“ASC 835”). Homebuilding interest capitalized as a cost of inventories is included in cost of sales during the period that related units or lots are delivered. To the extent our homebuilding debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the interest incurred. Qualified homebuilding assets consist of all lots and homes, excluding finished unsold homes or finished models, within projects that are actively selling or under development. The table set forth below summarizes homebuilding interest activity. For all periods presented below, our qualified assets exceeded our homebuilding debt and as such, all interest incurred has been capitalized.


	Three Months Ended March 31,
	2026		2025

	(Dollars in thousands)
Homebuilding interest incurred	$	21,173	$	24,656
Less: Interest capitalized	(21,173)		(24,656)
Homebuilding interest expensed	$	—	$	—

Interest capitalized, beginning of period	$	98,265	$	83,670
Plus: Interest capitalized during period	21,173		24,656
Less: Previously capitalized interest included in home cost of sales	(15,279)		(21,993)
Interest capitalized, end of period	$	104,159	$	86,333

7. Homebuilding Prepaids and Other Assets

The following table sets forth the components of homebuilding prepaids and other assets:


	March 31, 2026		December 31, 2025

	(Dollars in thousands)
Land option deposits	$	87,649	$	93,879
Operating lease right-of-use asset	45,504		46,596
Prepaids	40,483		43,864

Deferred debt issuance costs on revolving credit facility, net	8,772		9,401
Other	12,555		13,521
Total prepaids and other assets	$	194,963	$	207,261

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8. Homebuilding Accrued and Other Liabilities and Financial Services Accounts Payable and Accrued Liabilities

The following table sets forth information relating to homebuilding accrued and other liabilities:


	March 31, 2026		December 31, 2025

	(Dollars in thousands)
Accrued compensation and related expenses	$	82,206	$	108,728
Customer and escrow deposits	34,314		24,575
Warranty accrual (Note 9)	71,529		70,889
Lease liability	47,035		48,650
Land development and home construction accruals	32,708		43,136
Accrued interest	15,640		31,385
Income taxes payable	37,759		39,407
Self insured retention for construction defect claims (Note 10)	24,314		24,673
Retentions payable	38,147		37,656
Other accrued liabilities	142,468		133,185
Total accrued and other liabilities	$	526,120	$	562,284

The following table sets forth information relating to financial services accounts payable and accrued liabilities:


	March 31, 2026		December 31, 2025

	(Dollars in thousands)
Insurance reserves (Note 10)	$	100,349	$	100,835
Accounts payable and other accrued liabilities	31,303		24,243
Total accounts payable and accrued liabilities	$	131,652	$	125,078

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9. Warranty Accrual

Our homes are sold with limited third-party warranties and, under our agreement with the issuer of the third-party warranties, we are responsible for performing all of the work for the first two years of the warranty coverage, and paying for certain work required to be performed subsequent to year two. We record accruals for general and structural warranty claims, as well as accruals for known, unusual warranty-related expenditures. Our warranty accrual is recorded based upon historical payment experience in an amount estimated to be adequate to cover expected costs of materials and outside labor during warranty periods. The determination of the warranty accrual rate for closed homes and the evaluation of our warranty accrual balance at period end are based on an internally developed analysis that includes known facts and interpretations of circumstances, including, among other things, our trends in historical warranty payment levels and warranty payments for claims not considered to be normal and recurring.

Our warranty accrual is included in accrued and other liabilities in the homebuilding section of our consolidated balance sheets and adjustments to our warranty accrual are recorded as an increase or reduction to home cost of sales in the homebuilding section of our consolidated statements of operations and comprehensive income.

The table set forth below summarizes accrual, adjustment and payment activity related to our warranty accrual for the three months ended March 31, 2026 and 2025. The warranty accrual during the three months ended March 31, 2026 increased due to a shift in the mix of closings to divisions with higher warranty accrual rates.


	Three Months Ended March 31,
	2026		2025

	(Dollars in thousands)
Balance at beginning of period	$	70,889	$	71,004
Expense provisions	6,404		8,408
Cash payments	(5,764)		(8,363)
Adjustments	—		—
Balance at end of period	$	71,529	$	71,049

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10. Insurance and Construction Defect Claim Reserves

The establishment of reserves for estimated losses to be incurred by our homebuilding subsidiaries associated with: (1) the self-insured retention (“SIR”) portion of construction defect claims that are expected to be covered under either third-party insurance policies or insurance policies with StarAmerican and (2) the entire cost of any construction defect claims that are not expected to be covered by insurance policies are based on third party actuarial studies that include known facts similar to those for our insurance reserves. It is possible that changes in the payment experience used in estimating our ultimate losses for construction defect claims could have a material impact on our reserves.

The following table summarizes our self-insured retention for construction defect claims for the three months ended March 31, 2026 and 2025. These reserves are included as a component of accrued and other liabilities in the homebuilding section of the consolidated balance sheets.


	Three Months Ended March 31,
	2026		2025
	(Dollars in thousands)
Balance at beginning of period	$	24,673	$	24,389
Expense provisions	224		446
Cash payments, net of recoveries	(583)		(765)
Adjustments	—		—
Balance at end of period	$	24,314	$	24,070

The establishment of reserves for estimated losses associated with insurance policies issued by StarAmerican are based on actuarial studies that include known facts and interpretations of circumstances, including our experience with similar cases and historical trends involving claim payment patterns, pending levels of unpaid claims, product mix or concentration, claim severity, frequency patterns depending on the business conducted, and changing regulatory and legal environments. It is possible that changes in the insurance payment experience used in estimating our ultimate insurance losses could have a material impact on our insurance reserves.

Effective September 30, 2025, Allegiant novated, assigned and transferred to StarAmerican all of its rights, title, interest and obligations regarding insurance policies, including insurance reserves, claims, benefits, premiums, and other amounts payable or receivable. Effective December 19, 2025, Allegiant was dissolved.

The following table summarizes our insurance reserves associated with Allegiant and StarAmerican for the three months ended March 31, 2026 and 2025. All insurance reserves associated with Allegiant were transferred to StarAmerican effective September 30, 2025. These reserves are included as a component of accounts payable and accrued liabilities in the financial services section of the consolidated balance sheet.


	Three Months Ended March 31,
	2026		2025

	(Dollars in thousands)
Balance at beginning of period	$	100,835	$	96,851
Expense provisions	2,812		3,463
Cash payments, net of recoveries	(3,298)		(2,820)
Adjustments	—		—
Balance at end of period	$	100,349	$	97,494

In the ordinary course of business, we make payments from our insurance and construction defect claim reserves to settle litigation claims arising from our homebuilding activities. These payments are irregular in both their timing and their magnitude. As a result, the cash payments, net of recoveries shown for the three months ended March 31, 2026 and 2025 are not necessarily indicative of what future cash payments will be for subsequent periods.

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11. Income Taxes

The Company is included in the Sekisui House US Holdings, LLC. (parent of SH Residential Holdings, LLC) consolidated tax group for U.S. federal income tax purposes. Although the Company’s results are included in the Sekisui House consolidated return, our income tax provision is calculated primarily as though we were a separate taxpayer. However, under certain circumstances, transactions between the Company and Sekisui House are assessed using consolidated tax return rules and any difference in liability between the separate company method is planned to be addressed in a future tax sharing arrangement.

Our overall effective income tax rates were 2.5% for the three months ended March 31, 2026 and 18.1% for the three months ended March 31, 2025. The rates for the three months ended March 31, 2026 and 2025 resulted in an income tax benefit (expense) of $0.2 million and $(16.9) million, respectively. The year-over-year decrease in our effective tax rate for the three months ended March 31, 2026 was primarily due to the impact the interest for uncertain tax positions and the change in the state rate are having on the relatively small tax benefit compared to the larger tax provision during the same period in the prior year.

12. Senior Notes and Notes Payable

Senior notes. The carrying values of our senior notes as of March 31, 2026 and December 31, 2025, net of any unamortized debt issuance costs or discount, were as follows:


	March 31, 2026		December 31, 2025

	(Dollars in thousands)
3.850% Senior Notes due January 2030, net	$	298,830	$	298,758
2.500% Senior Notes due January 2031, net	348,400		348,321
6.000% Senior Notes due January 2043, net	491,926		491,858
3.966% Senior Notes due August 2061, net	346,241		346,229
Total	$	1,485,397	$	1,485,166

Our senior notes are not secured and, while the senior note indentures contain some restrictions on secured debt and other transactions, they do not contain financial covenants. Our senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by most of our homebuilding segment subsidiaries (including newly added subsidiaries of Woodside, Chesmar and Holt in March 2026), with the termination date of the guarantees being upon the maturity of the senior notes. The guarantors would be required to perform upon instances of default. We believe that we are in compliance with the representations, warranties and covenants in the senior note indentures.

Notes payable, net. Woodside had a term debt agreement ("Woodside Note") with Sumitomo Mitsui Banking Corporation ("SMBC") for $330.0 million at an interest rate of 2.09%. The Woodside Note was guaranteed by SHL. The Woodside Note was transferred to the Parent effective October 28, 2025, with no continuing obligations existing for either Woodside or SHUS.

Chesmar had a term debt agreement ("Chesmar Note") with SMBC for $100 million at an interest rate of 3.47%. The Chesmar Note was guaranteed by SHL. Outstanding principal and interest of the Chesmar Note was paid in full on July 29, 2025.

Holt had a term debt agreement ("Holt Note") with Mizuho Bank, Ltd. for $100 million at an interest rate of 2.427%. The Holt Note was guaranteed by SHL. The Holt Note was transferred to the Parent effective October 28, 2025, with no continuing obligations existing for either Holt or SHUS.

The Company had a promissory note with Surland Companies, LLC for $31.0 million with no interest until the maturity date, on December 31, 2025. This promissory note was in connection with a land sale purchase and related deferred purchase price. Effective December 31, 2025 the Company paid the $31.0 million due under the promissory note with Surland Companies, LLC.

Holt has a promissory note with GME Development, LLC for $3.0 million at an interest rate of 2.08%, with outstanding principal and interest due and payable upon maturity on December 31, 2026. This promissory note is in connection with a land purchase and phased takedown. Outstanding principal and interest was $3.0 million as of December 31, 2025 and 2024.

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Related party note. In June 2023, Woodside borrowed $99.9 million from the Parent under the terms of an unsecured intercompany loan agreement. The unpaid principal amount of the loan bore interest at a rate of 6.21% per annum, payable semi-annually. Outstanding principal and interest are due and payable upon maturity on June 7, 2030. The $99.9 million related party note was transferred to the Parent effective October 28, 2025, with no continuing obligations existing for either Woodside or SHUS.

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13. Commitments and Contingencies

Letter of Credit Facilities. We maintain unsecured letters of credit agreements with financial institutions (“LOC Facilities”) to obtain performance letters of credit from time to time in the ordinary course of operating our business. Under the LOC Facilities, which have maturity dates between 2028 and 2029, we may issue up to $50.0 million of letters of credit. As of March 31, 2026 and December 31, 2025, we had letters of credit outstanding under the LOC Facilities of $6.3 million and $9.7 million, respectively.

Surety Bonds and Letters of Credit. We are required to obtain surety bonds and letters of credit in support of our obligations for land development and subdivision improvements, homeowner association dues, warranty work, contractor license fees and earnest money deposits. At March 31, 2026, we had outstanding surety bonds and letters of credit totaling $760.8 million and $140.4 million, respectively, including $110.8 million in letters of credit issued by HomeAmerican. The estimated cost to complete obligations related to these bonds and letters of credit were approximately $368.0 million and $115.9 million, respectively. All letters of credit as of March 31, 2026, excluding those issued by HomeAmerican, were issued under our letter of credit facilities or our unsecured revolving credit facility (see Note 14 for further discussion). We expect that the obligations secured by these performance bonds and letters of credit generally will be performed in the ordinary course of business and in accordance with the applicable contractual terms. To the extent that the obligations are performed, the related performance bonds and letters of credit should be released and we should not have any continuing obligations. However, in the event any such performance bonds or letters of credit are called, our indemnity obligations could require us to reimburse the issuer of the performance bond or letter of credit.

We have made no material guarantees with respect to third-party obligations.

Litigation. Due to the nature of the homebuilding business, we have been named as defendants in various claims, complaints and other legal actions arising in the ordinary course of business, including product liability claims and claims associated with the sale and financing of homes. In the opinion of management, the outcome of these ordinary course matters will not have a material adverse effect upon our financial condition, results of operations or cash flows.

With regard to the previously disclosed Building Trades Pension Fund of Western Pennsylvania matter, on or about March 10, 2026, a settlement agreement was executed by all parties to settle the matter for $25.0 million, which is anticipated to be fully covered by the Company's third-party insurance providers.

Lot Option Contracts. In the ordinary course of business, we enter into lot option purchase contracts (“Option Contracts”), generally through a deposit of cash or a letter of credit, for the right to purchase land or lots at a future point in time with predetermined terms. The use of such land option and other contracts generally allow us to reduce the risks associated with direct land ownership and development, reduces our capital and financial commitments, and minimizes the amount of land inventories on our consolidated balance sheets. In certain cases, these contracts will be settled shortly following the end of the period. Our obligation with respect to Option Contracts is generally limited to forfeiture of the related deposits. At March 31, 2026, we had cash deposits and letters of credit totaling $78.6 million and $9.1 million, respectively, at risk associated with options to purchase 8,724 lots.

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14. Lines of Credit

Revolving Credit Facility. On November 19, 2024 the Company entered into an unsecured revolving credit agreement (“Revolving Credit Facility”) with a group of lenders, which may be used for general corporate purposes. On October 15, 2025, the Company entered into the First Amendment to Credit Agreement ("First Amendment") to its Revolving Credit Facility. The First Amendment increased the Aggregate Commitment to $1.40 billion (the "Commitment") and extended the Facility Termination Date of $1.36 billion of the facility commitments to October 15, 2029, with the remaining $40.0 million commitment continuing to terminate on November 17, 2028. The First Amendment also provides that the aggregate amount of the commitments may increase to an amount not to exceed $1.90 billion (the “accordion” feature) upon our request, subject to receipt of additional commitments from existing or additional lenders and, in the case of additional lenders, the consent of the co-administrative agents. The Revolving Credit Facility includes a $185.0 million sublimit for letters of credit.

Borrowings under the Revolving Credit Facility bear interest at a floating rate equal to Term SOFR or Daily Simple SOFR (in each case as defined in the Revolving Credit Facility), plus an applicable margin between 1.125% and 1.625% per annum, or if selected by the Company, a base rate plus an applicable margin between 0.125% and 0.625% per annum. The “applicable margins” described above are determined by a schedule based on the leverage ratio of the Company, as defined in the Revolving Credit Facility. The Revolving Credit Facility also provides for customary fees including commitment fees payable to each lender ranging from 0.15% to 0.30% per annum based on the Company’s leverage ratio.

The Revolving Credit Facility is fully and unconditionally guaranteed, jointly and severally, by most of our homebuilding segment subsidiaries (including newly added subsidiaries of Woodside, Chesmar and Holt in March 2026). The term of the guarantees is through the termination of the Revolving Credit Facility. The facility contains various representations, warranties and covenants that we believe are customary for agreements of this type. In the case of a default, the guarantors would be required to perform under the agreement. The financial covenants include a consolidated leverage test and interest coverage test, along with a consolidated tangible net worth covenant, all as defined in the Revolving Credit Facility.

The Revolving Credit Facility also contains customary events of default, including, without limitation, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, breach of any financial covenant and change of control. Upon the occurrence and during the continuance of any event of default, the Administrative Agent, with the consent or at the direction of the required lenders, may accelerate the payment of the obligations thereunder and exercise various other customary default remedies. We believe we were in compliance with the representations, warranties and covenants included in the Revolving Credit Facility as of March 31, 2026.

We incur costs associated with unused commitment fees pursuant to the terms of the Revolving Credit Facility. At March 31, 2026 and December 31, 2025, there were $29.6 million and $35.5 million, respectively, in letters of credit outstanding, which reduced the amounts available to be borrowed under the Revolving Credit Facility. At March 31, 2026 and December 31, 2025, we had $200.0 million and $0.0 million, respectively, outstanding under the Revolving Credit Facility. As of March 31, 2026, availability under the Revolving Credit Facility was approximately $1.17 billion.

Mortgage Repurchase Facilities. Our Mortgage Operations enter into Mortgage Repurchase Facilities with various lenders, which provide liquidity by providing for the sale of eligible mortgage loans with an agreement by our Mortgage Operations to repurchase the mortgage loans at a future date. HomeAmerican is party to mortgage repurchase facilities with two lenders, which provide HomeAmerican with committed repurchase facilities of up to an aggregate of $300.0 million as of March 31, 2026 (subject to increase by up to $150.0 million under certain conditions with respect to one of the lenders). CLM is party to mortgage repurchase facilities with two lenders, which provide CLM with committed repurchase facilities of up to an aggregate of $105.0 million as of March 31, 2026.

At March 31, 2026 and December 31, 2025, HomeAmerican and CLM had $168.2 million and $177.2 million, respectively, of mortgage loans that they were obligated to repurchase under the Mortgage Repurchase Facilities. Mortgage loans that our Mortgage Operations are obligated to repurchase under the mortgage repurchase facilities are accounted for as a debt financing arrangement and are reported as mortgage repurchase facilities in the consolidated balance sheets. Pricing under the mortgage repurchase facilities are based on SOFR.

Effective April 16, 2025, HomeAmerican entered into a Waiver and Consent agreement with USBNA, in which USBNA as agent waived any events of default under the Mortgage Repurchase Facility arising with respect to an event of default as HomeAmerican was not in compliance by permitting the Adjusted Tangible Net Worth to be less than $21.0 million for the month ending February 28, 2025.

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The Mortgage Repurchase Facilities have varying short term maturity dates through March 3, 2027. The Mortgage Repurchase Facilities contain various representations, warranties and affirmative and negative covenants that we believe are customary for agreements of this type. The negative covenants include, among others, (i) a minimum Adjusted Tangible Net Worth requirement, (ii) a maximum Adjusted Tangible Net Worth ratio, (iii) a minimum adjusted net income requirement, and (iv) a minimum Liquidity requirement. The foregoing capitalized terms are defined in the mortgage repurchase facilities. We believe our Mortgage Operations were in compliance with the representations, warranties and covenants included in the mortgage repurchase facilities as of March 31, 2026.

Intercompany unsecured revolving credit agreement. Woodside, Chesmar and Holt each had an unsecured revolving credit agreement with Parent with commitments of $250.0 million, $500.0 million and $175.0 million, respectively ("Intercompany Credit Agreements"). The Intercompany Credit Agreements were effective November 20, 2024 and had a termination date of June 30, 2026.

Borrowings bore interest at a floating rate equal to the weighted average of the total interest rate and fees incurred by Parent under the agreements with the Parent's third-party banks, and included any guaranty fee incurred by the Parent under agreements with SHL. The Intercompany Credit Agreement also provided for customary fees including commitment fees of the weighted average of the total commitment fees imposed by Parent's third-party banks per annum.

The Intercompany Credit Agreements contained various representations, warranties and covenants that we believe are customary for agreements of this type. The Intercompany Credit Agreements also contained customary events of default, including, without limitation, payment defaults, material inaccuracy of representations and warranties, bankruptcy and insolvency proceedings. Upon the occurrence and during the continuance of any event of default, the Parent had the ability to accelerate the payment of the obligations thereunder and exercise various other customary default remedies. As a part of the execution of the Common Control Mergers, the Intercompany Credit Agreements were terminated on November 30, 2025, with respect to Woodside, and December 31, 2025, with respect to Chesmar and Holt, with all amounts due under the Intercompany Credit Agreements payable within five business days of the termination date. As of December 31, 2025, Chesmar and Holt had outstanding balances of $407.8 million and $80.0 million, respectively.

15. Related Party Transactions

In June 2023, Woodside borrowed $99.9 million from SHUSH under the terms of an unsecured intercompany loan agreement. The unpaid principal amount of the loan bore interest at a rate of 6.21% per annum. Interest payments on the loan were due the last business day of each May and November through loan maturity. Principal payments throughout the term of the loan were allowed but not required. Outstanding principal and interest was due and payable upon maturity on June 7, 2030. The $99.9 million related party note was transferred to the Parent effective October 28, 2025, with no continuing obligations existing for either Woodside or SHUS.

SHL was the guarantor of the Woodside Note, Chesmar Note and Holt Note. SHL charged Woodside, Chesmar and Holt a guarantee fee of 0.48%, 0.22% and 0.12% per annum, respectively, of the aggregate loan outstanding. Woodside, Chesmar and Holt account for guarantee fees as a component of interest. Outstanding principal and interest of the Chesmar Note was paid in full on July 29, 2025. The Woodside Note and Holt Note were transferred to the Parent effective October 28, 2025, with no continuing obligations existing for Woodside, Holt or SHUS.

The Intercompany Credit Agreements contain various representations, warranties and covenants that we believe are customary for agreements of this type. The Intercompany Credit Agreements also contain customary events of default, including, without limitation, payment defaults, material inaccuracy of representations and warranties, bankruptcy and insolvency proceedings. Upon the occurrence and during the continuance of any event of default, the Parent had the ability to accelerate the payment of the obligations thereunder and exercise various other customary default remedies. As a part of the execution of the

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Common Control Mergers, the Intercompany Credit Agreements were terminated on November 30, 2025, with respect to Woodside, and December 31, 2025, with respect to Chesmar and Holt.

The following table summarizes interest incurred, capitalized to inventory, and expensed as a result of the related party notes and intercompany unsecured revolving credit agreements and intercompany guarantee fees:


	Three months ended March 31,
	2026		2025
	(Dollars in thousands)
Capitalized interest, beginning of year	$	16,206	$	9,560
Interest incurred	—		3,182
Interest within cost of sales	(2,834)		(2,213)
Capitalized interest, end of year	$	13,372	$	10,529

SHRH and affiliates are considered a related party for the period subsequent to April 19, 2024, the date of the merger of the Company, Parent and other affiliates of the Parent (the "Merger"). As of March 31, 2026 and December 31, 2025 the Company had related party receivables of $3.5 million and $47.2 million, respectively. During the three months ended March 31, 2026, $45.0 million of the related party receivable was satisfied against the related party line of credit.

As of March 31, 2026 and December 31, 2025, the Company had $1.5 million and $2.2 million, respectively, of related party payables related to interest payable under the related party notes, intercompany unsecured revolving credit agreements, guarantee fees to SHL, and other various payables with the Parent and affiliates. During the three months ended March 31, 2026 and 2025, the Company recognized $0.0 million and $2.3 million of interest income in association with the cash pooling arrangement with the Parent within interest and other income on the consolidated statement of operations and comprehensive income.

The Company is party to a trademark license agreement with Parent and its affiliates pursuant to which it pays a royalty fee for use of these trademarks. During the three months ended March 31, 2026 and 2025, the Company recognized $0.5 million and $0.6 million of royalty fees within selling, general and administrative expenses on the consolidated statement of operations and comprehensive income.

During the three months ended March 31, 2026 and 2025, the Company purchased $0.4 million and $0.6 million, respectively, of construction related materials, such as framing materials, exterior wall panels and other related materials from Parent and some of its affiliates for use by the Company's homebuilding subsidiaries. These amounts are recognized within inventories on the consolidated balance sheets when paid and within home cost of sales on the consolidated statement of operations and comprehensive income when the homes close.

Within Inventories in the consolidated balance sheets is $67.2 million and $63.8 million of land purchased by the Company from affiliates of SHRH as of March 31, 2026 and December 31, 2025.

16. Common Control Mergers

On December 1, 2025, Parent contributed (for no consideration) to the Company all of Parent's interests in its wholly owned subsidiary Woodside. Woodside is a homebuilding company with operations in Arizona, California, Idaho, Nevada and Utah. On January 1, 2026, Parent contributed (for no consideration) to the Company all of Parent’s interests in its wholly owned subsidiaries Chesmar and Holt. Chesmar and Holt are homebuilding companies with operations in Texas, Oregon, and Washington.

Immediately prior to the contribution, the sole stockholder of the Company was also the sole stockholder of Woodside, Chesmar and Holt. As a result of the common ownership upon closing of the transactions, the acquisitions were considered common-control transactions and were outside the scope of the business combination guidance in ASC 805-50. The entities are deemed to be under common control as of April 19, 2024, which was the date that the sole stockholder acquired control of the Company and, therefore, held control over the Company.

Assets acquired and liabilities assumed are reported at the Parent's historical carrying amounts and the net assets are recognized in additional paid-in capital. The following table summarizes the historical balances of the assets acquired and liabilities assumed as of April 19, 2024:

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	Woodside		Holt		Chesmar
	(Dollars in thousands)
Assets acquired
Homebuilding:
Cash and cash equivalents	$	20,987	$	19,952	$	27,056
Trade and other receivables	9,386		18,213		6,714
Accounts receivable due from Parent	2,117		1,170		—
Total inventories	1,372,565		493,430		665,338
Property and equipment, net	22,889		1,426		582
Deferred tax assets, net	5,574		5,368		14,321
Prepaid and other assets	67,999		21,982		42,498
Investment in unconsolidated entities	44,374		—		15,262
Goodwill and intangible assets, net	68,951		3,506		168,189
Total homebuilding assets acquired	$	1,614,842	$	565,047	$	939,959
Financial Services:
Cash and cash equivalents	$	—	$	—	$	13,032
Restricted Cash	—		—		433
Mortgage loans held-for-sale, net	—		—		20,301
Due from related parties	—		—		46
Other assets	—		—		8,369
Total financial services assets	—		—		42,181
Total Assets	$	1,614,842	$	565,047	$	982,140

Liabilities assumed
Homebuilding:
Accounts payable	$	49,035	$	16,025	$	33,864
Accrued and other liabilities	107,538		44,365		47,156
Related party payables	3,051		149		304
Related party note	99,900		—		—
Related party line of credit	—		20,000		—
Revolving credit facility	10,000		—		185,000
Notes payable, net	359,831		102,689		100,000
Total homebuilding liabilities assumed	$	629,355	$	183,228	$	366,324
Financial Services:
Accounts payable and accrued liabilities	$	—	$	—	$	2,029
Mortgage repurchase facilities	—		—		24,767
Total financial services liabilities	—		—		26,796
Total Liabilities	$	629,355	$	183,228	$	393,121

Net assets	$	985,487	$	381,819	$	589,019

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with, and is qualified in its entirety by, the Unaudited Consolidated Financial Statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are based upon management’s experiences, observations, and analyses. Actual results may differ materially from those indicated in such forward-looking statements. Factors that may cause such a difference include, but are not limited to, those discussed in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report on Form 10-Q.


	Three Months Ended March 31,
	2026	2025

	(Dollars in thousands, except per share amounts)
Homebuilding:
Home sale revenues	1,202,055	1,506,375
Land sale revenues	7,013	1,443
Other revenues	—	3,260
Total revenues	1,209,068	1,511,078
Home cost of sales	(1,018,252)	(1,240,380)
Inventory impairments	(4,500)	—
Total home cost of sales	(1,022,752)	(1,240,380)
Land cost of sales	(5,072)	(760)
Other cost of sales	—	(2,839)
Total cost of sales	(1,027,824)	(1,243,979)
Gross margin	181,244	267,099
Selling, general and administrative expenses	(193,128)	(191,492)
Interest and other income	1,084	7,104

Other expense	(3,692)	(3,879)
Homebuilding pretax income (loss)	(14,492)	78,832

Financial Services:
Revenues	27,677	38,514
Expenses	(25,024)	(27,655)
Other income, net	2,862	3,809
Financial services pretax income	5,515	14,668

Income (loss) before income taxes	(8,977)	93,500
Benefit (provision) for income taxes	223	(16,947)
Net income (loss)	(8,754)	76,553

Cash provided by (used in):
Operating Activities	61,908	(473,983)
Investing Activities	35,908	67,913
Financing Activities	(296,812)	74,325

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Overview

Industry Conditions and Outlook for SHUS*

Overall housing demand remained soft during the first quarter of 2026, with continuing affordability concerns and weak consumer confidence. Further, the macroeconomic backdrop remains challenging given continuing uncertainty related to geopolitical issues. As a result, we experienced a decrease in our sales absorption rate and our gross margin from home sales during the three months ended March 31, 2026 compared to the same period in the prior year.

We believe that we are well equipped to navigate the current market conditions given our strong financial position. We ended the quarter with total cash and cash equivalents of $161.2 million, a debt-to-capital ratio of 23.3% and no senior note maturities until 2030.

Three Months Ended March 31, 2026

For the three months ended March 31, 2026, our net income (loss) was $(8.8) million, a 111% decrease compared to net income of $76.6 million for the same period in the prior year. This was driven by a decrease in pretax income of both our homebuilding business and financial services business. Our homebuilding pretax income decreased $93.3 million, or 118% year-over-year. Our financial services business pretax income decreased $9.2 million, or 62%, compared to the same period in the prior year. The decrease in homebuilding pretax income was primarily due to a 20% decrease in home sale revenues, a 280 basis point decrease in gross margins from home sales and a 340 basis point increase in our selling, general and administrative expenses as a percentage of revenue. The decrease in gross margin from home sales was driven largely by inventory impairments of $4.5 million in the current year and increased incentive levels, and to a lesser extent, increased land costs. The decrease in financial services pretax income was driven by both our mortgage operations and other financial services operations. The decrease in pretax income for our mortgage operations was driven by decreased loan origination volume due to the decrease in homes closed as well as special financing programs offered on loans locked during the quarter. The decrease in pretax income for our other financial services operations was due to a decrease in home closings. Our financial services and homebuilding businesses each saw a decrease in interest income due to decreases in cash and short-term investments year-over-year.

* See "Forward-Looking Statements" below.

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Homebuilding

Pretax Income (Loss):


	Three Months Ended
	March 31,				Change
	2026		2025		Amount		%

	(Dollars in thousands)
Pacific Northwest	$	(1,252)	$	11,938	$	(13,190)	(110)	%
California	(3,304)		11,702		(15,006)		(128)	%
Desert	(3,217)		21,189		(24,406)		(115)	%
Mountain	2,079		20,671		(18,592)		(90)	%
Texas	2,482		12,716		(10,234)		(80)	%
East	(12,311)		(95)		(12,216)		(12,871)	%
Corporate	1,031		711		320		45	%
Total Homebuilding pretax income (loss)	$	(14,493)	$	78,831	$	(93,324)	(118)	%

For the three months ended March 31, 2026, we recorded homebuilding pretax income (loss) of $(14.5) million, a decrease of 118% from $78.8 million for the same period in the prior year. The decrease was due to a $304.3 million decrease in home sale revenues, a 280 basis point decrease in gross margin from home sales and a 340 basis point increase in our selling, general and administrative expenses as a percentage of home sale revenues.

Our Pacific Northwest, California, Desert, Mountain, Texas and East segments decrease in pretax income was driven by the decrease in home sale revenues in each segment due to a decrease in home closings. This decrease was further driven by a decrease in gross margin from home sales and increase in our selling, general and administrative expenses as a percentage of home sales revenue. Our Corporate segment experienced a $0.3 million increase in pretax income driven by a change in the allocation of the Corporate segments fees in supporting the homebuilding segments.

Assets:


	March 31, 2026		December 31, 2025		Change
					Amount		%

	(Dollars in thousands)
Pacific Northwest	$	1,122,345	$	1,222,938	$	(100,593)	(8)	%
California	1,764,597		1,720,250		44,347		3	%
Desert	1,699,815		1,697,152		2,663		0	%
Mountain	1,003,821		1,059,501		(55,680)		(5)	%
Texas	1,245,893		1,150,647		95,246		8	%
East	845,036		890,772		(45,736)		(5)	%
Corporate	217,512		481,229		(263,717)		(55)	%
Total homebuilding assets	$	7,899,019	$	8,222,489	$	(323,470)	(4)	%

Total homebuilding assets decreased 4% from December 31, 2025 to March 31, 2026. The decrease in the Corporate segment was driven by a decrease in cash and cash equivalents due to repayments on the related party line of credit, which was partially offset by borrowings on our revolving credit facility during the three months ended March 31, 2026.

The decrease in assets within our Pacific Northwest, Mountain and East homebuilding segments were due to changes in inventories due to decreased land acquisition during the current year. The increase in assets within our Texas homebuilding segment was driven by an increase in inventories due to increased land acquisition during the current year.

New Home Deliveries & Home Sale Revenues:

Changes in home sale revenues are impacted by changes in the number of new homes delivered and the average selling price of those delivered homes. Commentary for each of our segments on significant changes in these two metrics is provided below.

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	Three Months Ended March 31,
	2026					2025					% Change
	Homes	Home Sale Revenues		Average Price		Homes	Home Sale Revenues		Average Price		Homes		Home Sale Revenues		Average Price

	(Dollars in thousands)
Pacific Northwest	362	$	210,921	$	582.7	384	$	225,190	$	586.4	(6)	%	(6)	%	(1)	%
California	325	219,059		674.0		360	251,016		697.3		(10)	%	(13)	%	(3)	%
Desert	485	268,206		553.0		634	334,511		527.6		(24)	%	(20)	%	5	%
Mountain	355	205,567		579.1		553	323,376		584.8		(36)	%	(36)	%	(1)	%
Texas	420	192,983		459.5		473	213,867		452.2		(11)	%	(10)	%	2	%
East	229	105,319		459.9		365	158,415		434.0		(37)	%	(34)	%	6	%
Total	2,176	$	1,202,055	$	552.4	2,769	$	1,506,375	$	544.0	(21)	%	(20)	%	2	%

For the three months ended March 31, 2026, the decrease in new home deliveries for all homebuilding segments was due to a decrease in net home sales during the period and for all segments except for the East segment a decrease in beginning backlog at the beginning of the respective periods. The increase in average sales price in the East and Desert homebuilding segments were driven by a change in mix to higher priced communities. The decrease in average sales price in the California homebuilding segment was a result of increased incentive levels.

Gross Margin from Home Sales:

Our gross margin from home sales for the three months ended March 31, 2026 decreased 280 basis points year-over-year from 17.7% to 14.9%. The decrease in gross margin from home sales was primarily due to inventory impairments and increased incentive levels, and to a lesser extent, increased land costs.

Our gross margin from home sales are impacted by our historical land buying strategy, where we have targeted an owned and optioned lot supply of approximately two to three years worth of home closings. As a result, our land associated with homes closed are represented by more recent market values.

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Inventory Impairments:

Inventory impairments recognized by segment for the three months ended March 31, 2026 and 2025 are shown in the table below.


	Three Months Ended March 31,
	2026		2025
	(Dollars in thousands)
Housing Completed or Under Construction:
Pacific Northwest	$	560	$	—
California	—		—
Desert	1,450		—
Mountain	—		—
Texas	—		—
East	2,014		—
Subtotal	4,024		—
Land and Land Under Development:
Pacific Northwest	140		—
California	—		—
Desert	—		—
Mountain	—		—
Texas	—		—
East	336		—
Subtotal	476		—
Total Inventory Impairments	$	4,500	$	—

The table below provides quantitative data, for the periods presented, where applicable, used in determining the fair value of the impaired inventory.


	Impairment Data					Quantitative Data
Three Months Ended	Number of Subdivisions Impaired	Inventory Impairments		Fair Value of Inventory After Impairments		Discount Rate
	(Dollars in thousands)
March 31, 2026	4	$	4,500	$	23,441	15%
Total		$	4,500

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Selling, General and Administrative Expenses:


	Three Months Ended March 31,
	2026			2025			Change

	(Dollars in thousands)
General and administrative expenses	$	104,811		$	94,650		$	10,161
General and administrative expenses as a percentage of home sale revenues	8.7		%	6.3		%	240 bps
Marketing expenses	$	44,997		$	43,625		$	1,372
Marketing expenses as a percentage of home sale revenues	3.7		%	2.9		%	80 bps
Commissions expenses	$	43,320		$	53,217		$	(9,896)
Commissions expenses as a percentage of home sale revenues	3.6		%	3.5		%	10 bps
Total selling, general and administrative expenses	$	193,128		$	191,492		$	1,637
Total selling, general and administrative expenses as a percentage of home sale revenues	16.1		%	12.7		%	340 bps

General and administrative expenses increased for the three months ended March 31, 2026 due to an increase in compensation related costs as well as certain overhead costs previously incurred by the Parent that are now incurred by the Company subsequent to the acquisition of Woodside in December 2025 and Chesmar and Holt in January 2026.

Marketing expenses increased for the three months ended March 31, 2026 compared to the previous period driven by an increase in maintenance and utility costs as a result of having more spec homes in inventory and increased advertising spend during the quarter.

Commissions expenses decreased for the three months ended March 31, 2026 due to decreases in home sale revenues.

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Other Homebuilding Operating Data

Net New Orders and Active Subdivisions:

Changes in the dollar value of net new orders are impacted by changes in the number of net new orders and the average selling price of those homes. The dollar value and average selling prices of net new orders do not include financing incentives, as these forward commitments are entered into prior to the home sales and are not specific to an individual home. Commentary for each of our segments on significant changes in these two metrics is provided below.


	Three Months Ended March 31,
	2026						2025						% Change
	Homes	Dollar Value		Average Price		Monthly Absorption Rate *	Homes	Dollar Value		Average Price		Monthly Absorption Rate *	Homes		Dollar Value		Average Price		Monthly Absorption Rate

	(Dollars in thousands)
Pacific Northwest	565	$	338,018	$	598.3	2.62	584	$	344,442	$	589.8	2.95	(3)	%	(2)	%	1	%	(11)	%
California	445	325,128		730.6		2.60	519	370,339		713.6		3.46	(14)	%	(12)	%	2	%	(25)	%
Desert	705	402,194		570.5		2.61	763	405,721		531.7		3.69	(8)	%	(1)	%	7	%	(29)	%
Mountain	460	286,448		622.7		2.22	681	415,891		610.7		3.72	(32)	%	(31)	%	2	%	(40)	%
Texas	531	269,431		507.4		1.65	621	289,928		466.9		2.13	(14)	%	(7)	%	9	%	(22)	%
East	309	147,220		476.4		2.24	479	213,747		446.2		3.99	(35)	%	(31)	%	7	%	(44)	%
Total	3,015	$	1,768,439	$	586.5	2.28	3,647	$	2,040,068	$	559.4	3.17	(17)	%	(13)	%	5	%	(28)	%

*Calculated as total net new orders (gross orders less cancellations) in period ÷ average active communities during period ÷ number of months in period.


					Average Active Subdivisions
	Active Subdivisions				Three Months Ended
	March 31,		%		March 31,		%
	2026	2025	Change		2026	2025	Change
Pacific Northwest	66	69	(4)	%	72	66	9	%
California	57	50	14	%	57	50	14	%
Desert	93	67	39	%	90	69	30	%
Mountain	71	59	20	%	69	61	13	%
Texas	107	100	7	%	107	97	10	%
East	46	40	15	%	46	40	15	%
Total	440	385	14	%	441	383	15	%

For the three months ended March 31, 2026, the decrease in the number of net new orders was primarily the result of a decrease in in the monthly sales absorption rate, offset partially by an increase in average active subdivisions. The decrease in the monthly sales absorption rate is due to decreased demand as a result of current market conditions.

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Cancellation Rate:


	Cancellations as a Percentage of Gross Sales
	Three Months Ended March 31,
	2026		2025
Pacific Northwest	8	%	11	%
California	10	%	10	%
Desert	11	%	13	%
Mountain	12	%	12	%
Texas	11	%	12	%
East	13	%	14	%
Total	11	%	12	%

Our cancellation rate as a percentage of gross sales decreased year-over-year during the three months ended March 31, 2026 as a result of a decrease in beginning backlog, offset partially by a decrease in gross sales (before cancellations).

Backlog:


	March 31,
	2026					2025					% Change
	Homes	Dollar Value		Average Price		Homes	Dollar Value		Average Price		Homes		Dollar Value		Average Price

	(Dollars in thousands)
Pacific Northwest	481	$	286,899	$	596.5	545	$	308,634	$	566.3	(12)	%	(7)	%	5	%
California	291	238,013		817.9		426	323,439		759.2		(32)	%	(26)	%	8	%
Desert	435	288,755		663.8		396	232,736		587.7		10	%	24	%	13	%
Mountain	255	171,486		672.5		320	197,884		618.4		(20)	%	(13)	%	9	%
Texas	545	308,440		565.9		623	309,182		496.3		(13)	%	—	%	14	%
East	164	83,035		506.3		198	91,479		462.0		(17)	%	(9)	%	10	%
Total	2,171	$	1,376,628	$	634.1	2,508	$	1,463,354	$	583.5	(13)	%	(6)	%	9	%

At March 31, 2026, we had 2,171 homes in backlog with a total value of $1.38 billion. This represented a 13% decrease in the number of homes in backlog and a 6% decrease in the dollar value of those homes in backlog from March 31, 2025. The decrease in the number of homes in backlog was primarily a result of the decrease in net sales during the quarter. The increase in average selling price in each of the homebuilding segments is due to a change in mix to higher priced communities. The dollar value and average selling prices of homes in backlog do not include financing incentives, as these forward commitments are entered into prior to the home sales and are not specific to an individual home.

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Homes Completed or Under Construction (WIP lots):


	March 31,		%
	2026	2025	Change
Unsold:
Completed	2,174	1,664	31	%
Under construction	1,742	3,924	(56)	%
Total unsold started homes	3,916	5,588	(30)	%
Sold homes under construction or completed	1,716	2,151	(20)	%
Model homes under construction or completed	813	746	9	%
Total homes completed or under construction	6,445	8,485	(24)	%

The decrease in sold homes under construction or completed and increase in unsold completed homes is due to the slower sales pace during the three months ended March 31, 2026 due to current market conditions. The decrease in unsold homes under construction is due to a decrease of home starts during the period.

Lots Owned and Optioned (including homes completed or under construction):


	March 31, 2026			March 31, 2025
	Lots Owned	Lots Optioned	Total	Lots Owned	Lots Optioned	Total	Total % Change
Pacific Northwest	7,758	1,914	9,672	8,472	3,852	12,324	(22)	%
California	5,873	512	6,385	6,471	1,808	8,279	(23)	%
Desert	7,543	777	8,320	7,803	1,623	9,426	(12)	%
Mountain	5,311	864	6,175	6,099	1,028	7,127	(13)	%
Texas	7,915	3,229	11,144	7,711	2,826	10,537	6	%
East	5,153	1,428	6,581	4,467	3,182	7,649	(14)	%
Total	39,553	8,724	48,277	41,023	14,319	55,342	(13)	%

Our total owned and optioned lots at March 31, 2026 were 48,277, which represented an 13% decrease year-over-year. We believe that our total lot supply is sufficient to meet our operating needs. See "Forward-Looking Statements" below.

Financial Services


	Three Months Ended
	March 31,				Change
	2026		2025		Amount		%
	(Dollars in thousands)
Financial services revenues
Mortgage operations	$	15,404	$	21,456	$	(6,053)	(28)	%
Other	12,273		17,058		(4,785)		(28)	%
Total financial services revenues	$	27,677	$	38,515	$	(10,838)	(28)	%
Financial services pretax income
Mortgage operations	$	(1,478)	$	2,165	$	(3,643)	(168)	%
Other	6,993		12,503		(5,510)		(44)	%
Total financial services pretax income	$	5,515	$	14,668	$	(9,153)	(62)	%

For the three months ended March 31, 2026, our financial services pretax income was $5.5 million, a 62% decrease compared to pretax income of $14.7 million for the same period in the prior year. The decrease in financial services pretax income was due to both our mortgage operations and other financial services operations. The decrease in mortgage operations was largely due to special financing programs offered on loans locked during the quarter. Both financial services segments pretax income was also impacted by the decrease in homes closed year-over-year as well as a decrease in interest income due to decreases in cash and short-term investments year-over-year.

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The following table sets forth information for our mortgage operations segment relating to mortgage loans originated and capture rate.


	Three Months Ended						% or Percentage
	March 31,
	2026			2025			Change
	(Dollars in thousands)
Total Originations (including transfer loans):
Loans	1,649			2,106			(22)	%
Principal	$	799,207		$	993,948		(20)	%
Capture Rate Data:
Capture rate as % of all homes delivered	76		%	76		%	—	%
Mortgage Loan Origination Product Mix:
FHA loans	26		%	31		%	(5)	%
Other government loans (VA & USDA)	19		%	16		%	3	%
Total government loans	45		%	47		%	(2)	%
Conventional loans	55		%	53		%	2	%
	100		%	100		%	—	%
Loan Type:
Fixed rate	90		%	100		%	(10)	%
ARM	10		%	—		%	10	%
Credit Quality:
Average FICO Score	741			744			—	%
Other Data:
Average Combined LTV ratio	86		%	85		%	1	%
Full documentation loans	100		%	100		%	—	%
Loans Sold to Third Parties:
Loans	1,658			2,074			(20)	%
Principal	$	803,344		$	962,165		(17)	%

Income Taxes

The Company is included in the Sekisui House US Holdings (parent of SH Residential Holdings, LLC) consolidated tax group for U.S. federal income tax purposes. Although the Company’s results are included in the Sekisui House consolidated return, our income tax provision is calculated primarily as though we were a separate taxpayer. However, under certain circumstances, transactions between the Company and Sekisui House are assessed using consolidated tax return rules and any difference in liability between the separate company method is planned to be addressed in a future tax sharing arrangement.

Our overall effective income tax rates was 2.5% for the three months ended March 31, 2026 and 18.1% for the three months ended March 31, 2025. The rates for the three months ended March 31, 2026 and 2025 resulted in an income tax benefit (expense) of $0.2 million and $(16.9) million, respectively. The year-over-year decrease in our effective tax rate for the three months ended March 31, 2026 was primarily due to the impact the interest for uncertain tax positions and the change in the state rate are having on the relatively small tax benefit compared to the larger tax provision during the same period in the prior year.

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CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Management evaluates such estimates and judgments on an on-going basis and makes adjustments as deemed necessary. Actual results could differ from these estimates if conditions are significantly different in the future. See "Forward-Looking Statements" below.

Our critical accounting estimates and policies have not changed from those reported in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

We use our liquidity and capital resources to (1) support our operations, including the purchase of land, land development and construction of homes; (2) provide working capital; and (3) provide mortgage loans for our homebuyers. Our liquidity includes our cash and cash equivalents, Revolving Credit Facility (as defined below) and Mortgage Repurchase Facilities (as defined below).

Material Cash Requirements

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of March 31, 2026, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, payments due on our Mortgage Repurchase Facilities, payments due on our Revolving Credit Facility, purchase obligations related to expected acquisition of land under purchase agreements and land development agreements (many of which are secured by letters of credit or surety bonds) and operating leases. Other material cash requirements include land acquisition and development costs not yet contracted for, home construction costs, operating expenses, including our selling, general and administrative expenses, investments and funding of capital improvements and dividend payments.

At March 31, 2026, we had outstanding senior notes with varying maturities totaling an aggregate principal amount of $1.50 billion, with none payable within 12 months. Future interest payments associated with the notes total $1.09 billion, with $64.2 million payable within 12 months. As of March 31, 2026, we had $61.5 million of required operating lease future minimum payments.

At March 31, 2026, we had deposits of $87.6 million in the form of cash and $10.0 million in the form of letters of credit that secured option contracts to purchase 8,724 lots for a total estimated purchase price of $1.11 billion.

At March 31, 2026, we had outstanding surety bonds and letters of credit totaling $760.8 million and $140.4 million, respectively, including $110.8 million in letters of credit issued by HomeAmerican. The estimated cost to complete obligations related to these bonds and letters of credit was approximately $368.0 million and $115.9 million, respectively. We expect that the obligations secured by these performance bonds and letters of credit generally will be performed in the ordinary course of business and in accordance with the applicable contractual terms. To the extent that the obligations are performed, the related performance bonds and letters of credit should be released and we should not have any continuing obligations. However, in the event any such performance bonds or letters of credit are called, our indemnity obligations could require us to reimburse the issuer of the performance bond or letter of credit. We have made no material guarantees with respect to third-party obligations.

Capital Resources

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) long-term financing, represented by our 3.850% senior notes due 2030, 2.500% senior notes due 2031, 6.000% senior notes due 2043, and 3.966% senior notes due 2061; (3) our Revolving Credit Facility; and (4) our Mortgage Repurchase Facilities. Because of our current balance of cash and cash equivalents, ability to access the capital markets, and available capacity under both our Revolving Credit Facility and Mortgage Repurchase Facilities, we believe that our capital resources are adequate to satisfy our

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short and long-term capital requirements, including meeting future payments on our senior notes as they become due. See “Forward-Looking Statements” below.

We may from time to time seek to retire or purchase our outstanding senior notes through cash purchases, whether through open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Senior Notes, Revolving Credit Facility and Mortgage Repurchase Facilities

Senior Notes. Our senior notes are not secured and, while the senior note indentures contain some restrictions on secured debt and other transactions, they do not contain financial covenants. Our senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by most of our homebuilding segment subsidiaries (including newly added subsidiaries of Woodside, Chesmar and Holt in March 2026). We believe that we are in compliance with the representations, warranties and covenants in the senior note indentures.

Revolving Credit Facility. On November 19, 2024 the Company entered into an amended and restated unsecured revolving credit agreement (“Revolving Credit Facility”) with a group of lenders, which may be used for general corporate purposes. On October 15, 2025, the Company entered into the First Amendment to Credit Agreement ("First Amendment") to its Revolving Credit Facility. The First Amendment increased the Aggregate Commitment to $1.40 billion (the "Commitment") and extended the Facility Termination Date of $1.36 billion of the facility commitments to October 15, 2029, with the remaining $40.0 million commitment continuing to terminate on November 17, 2028. The First Amendment also provides that the aggregate amount of the commitments may increase to an amount not to exceed $1.90 billion (the “accordion” feature) upon our request, subject to receipt of additional commitments from existing or additional lenders and, in the case of additional lenders, the consent of the co-administrative agents. The Revolving Credit Facility includes a $185.0 million sublimit for letters of credit.

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mortgage repurchase facilities with two lenders, which provide CLM with committed repurchase facilities of up to an aggregate of $105.0 million as of March 31, 2026.

At March 31, 2026 and December 31, 2025, HomeAmerican and CLM $168.2 million and $177.2 million, respectively, of mortgage loans that they were obligated to repurchase under the Mortgage Repurchase Facilities. Mortgage loans that our Mortgage Operations are obligated to repurchase under the mortgage repurchase facilities are accounted for as a debt financing arrangement and are reported as mortgage repurchase facilities in the consolidated balance sheets. Pricing under the mortgage repurchase facilities are based on SOFR.

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Consolidated Cash Flow

During the three months ended March 31, 2026, net cash provided by operating activities was $61.9 million compared with net cash used in operating activities of $474.0 million in the prior year period. During the three months ended March 31, 2026, we generated a net loss of $8.8 million compared to net income of $76.6 million during the three months ended March 31, 2025. During the three months ended March 31, 2026, included in net income was $4.5 million of inventory impairments, compared to none during the prior year period. During the three months ended March 31, 2026, cash provided by the decrease in inventory was $76.8 million compared to cash used in the increase of inventory during the prior year period of $456.1 million. The decrease in 2026 was the result of reduced lot acquisitions during the period compared to 2025. Cash used in the increase in trade and other receivables for the three months ended March 31, 2026 was $27.3 million compared to $88.7 million for the three months ended March 31, 2025. The increase during the three months ended March 31, 2026 and 2025 was driven by an decrease of homes closed at the end of the period. Cash provided by the change in mortgage loans held-for-sale, net for the three months ended March 31, 2026 was $6.8 million compared to cash used in the change in mortgage loans held-for-sale, net of $29.7 million for the three months ended March 31, 2025. The cash provided during the three months ended March 31, 2026 was due to a higher level of loan sales compared to originations, compared to a higher level of originations compared to loan sales during the same period in the prior year. The cash used in the decrease of accounts payable and accrued and other liabilities was $11.3 million during the three months ended March 31, 2026 compared to cash provided by the increase in accounts payable and accrued and other liabilities of $0.2 million during the same period in the prior year. The change in accounts payable and accrued liabilities was due to decreased construction spend during the first quarter of 2026 as a result of the year-over-year decrease in the number of homes under construction during the period.

During the three months ended March 31, 2026, net cash used in investing activities was $9.1 million, driven by purchases of property and equipment during the three months ended March 31, 2026. This is compared to the net cash provided by investing activites of $67.9 million during the three months ended March 31, 2025, due to the decrease in receivable from cash pooling arrangement with Parent of $76.0 million.

During the three months ended March 31, 2026 the net cash used in financing activities was $251.8 million compared to net cash provided by financing activities of $74.3 million during the three months ended March 31, 2025. Cash used in payments on mortgage repurchase facility, net was $9.0 million compared to cash provided by draws on mortgage repurchase facility of $33.3 million during the same period in 2025. The decrease in cash provided by draws on mortgage repurchase facility, net during the three months ended March 31, 2026 was due to decreased mortgage loans held-for-sale at the end of the period. Cash provided by draws on homebuilding line of credit, net was $200.0 million during the three months ended March 31, 2026 compared to none during the same period during 2025. Further payments on related party line of credit from cash pooling arrangement with Parent was $442.8 million compared to advances on related party line of credit from cash pooling arrangement with Parent of $41.0 million during the same period during the prior year. The payment on the related party line of credit during 2026 was due to the maturity and discontinuance of the cash pooling arrangement with the Parent. The draws on homebuilding line of credit during the three months ended March 31, 2026 was for land acquisitions given the repayment of the related party line of credit.

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OTHER

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q, as well as statements made by us in periodic press releases, oral statements made by our officials in the course of presentations about the Company and conference calls in connection with quarterly earnings releases, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. These forward-looking statements may be identified by terminology such as “likely,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable, we cannot guarantee future results. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered. Additionally, information about issues that could lead to material changes in performance and risk factors that have the potential to affect us are contained under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 and Item 1A of Part II of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have a cash and investment policy that enables us to achieve an appropriate investment return while preserving principal and managing risk. Under this policy, cash and cash equivalents may include U.S. government securities, commercial bank deposits, commercial paper, certificates of deposit, money market funds, and time deposits, with maturities of three months or less. Marketable securities under this policy may include holdings in U.S. government securities with a maturity of more than three months, equity securities and corporate debt securities.

As of March 31, 2026, our cash and cash equivalents included commercial bank deposits and money market funds.

We are exposed to market risks related to fluctuations in interest rates on mortgage loans held-for-sale, mortgage interest rate lock commitments, marketable securities and debt. Financial instruments utilized in the normal course of business by HomeAmerican and CLM include forward sales of mortgage-backed securities, which are commitments to sell a specified financial instrument at a specified future date for a specified price, mandatory delivery forward loan sale commitments, which are obligations of an investor to buy loans at a specified price within a specified time period, and best-effort delivery forward loan sale commitments, which are obligations of an investor to buy loans at a specified price subject to the underlying mortgage loans being funded and closed. Such contracts are the only significant financial and derivative instruments utilized by SHUS. HomeAmerican and CLM’s mortgage loans in process for which an interest rate lock commitment had been made to a borrower that had not closed at March 31, 2026 had an aggregate principal balance of $314.1 million, of which $313.6 million had not yet been committed to a mortgage purchaser. In addition, HomeAmerican and CLM had mortgage loans held-for-sale with an aggregate principal balance of $216.5 million at March 31, 2026, of which $118.0 million had not yet been committed to a mortgage purchaser. In order to hedge the changes in fair value of interest rate lock commitments and mortgage loans held-for-sale that had not yet been committed to a mortgage purchaser, HomeAmerican and CLM had forward sales of securities totaling $420.8 million and $217.5 million at March 31, 2026 and December 31, 2025, respectively.

HomeAmerican and CLM provides mortgage loans that generally are sold forward on a best-efforts or mandatory commitment basis and subsequently delivered to a third-party purchaser between 5 and 35 days after closing. Forward sale commitments and forward sales of mortgage-backed securities are used for non-trading purposes to sell mortgage loans and economically hedge price risk due to fluctuations in interest rates on rate-locked mortgage loans in process that have not closed and mortgage loans held-for-sale. Due to this economic hedging philosophy, the market risk associated with these mortgages is limited. For forward sales commitments, forward sales of mortgage-backed securities and commitments to originate mortgage loans that are still outstanding at the end of a reporting period, we record the changes in fair value of these financial instruments in revenues in the financial services section of the consolidated statements of operations and comprehensive income with an offset to either other assets or accounts payable and accrued liabilities in the financial services section of our consolidated balance sheets, depending on the nature of the change.

We utilize our Revolving Credit Facility, our Mortgage Repurchase Facilities and senior notes in our financing strategy. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but do not affect our earnings or

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cash flows. We do not have an obligation to prepay our senior notes prior to maturity and, as a result, interest rate risk and changes in fair value do not have an impact on our financial position, results of operations or cash flows. For variable rate debt such as our Revolving Credit Facility and Mortgage Repurchase Facilities, changes in interest rates generally do not affect the fair value of the outstanding borrowing on the debt facilities, but do affect our earnings and cash flows. See “Forward-Looking Statements” above.

Item 4. Controls and Procedures

(a)Conclusion regarding the effectiveness of disclosure controls and procedures - An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed under the supervision, and with the participation, of our management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b)Changes in internal control over financial reporting - There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Sekisui House U.S., Inc.

FORM 10-Q

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Because of the nature of the homebuilding business, we and certain of our subsidiaries and affiliates have been named as defendants in various claims, complaints and other legal actions arising in the ordinary course of business, including product liability claims and claims associated with the sale and financing of our homes. In the opinion of management, the outcome of these ordinary course matters will not have a material adverse effect upon our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A. Risk Factors in the Company’s 2025 Annual Report on Form 10-K. There are no material changes from the risk factors included within the Company’s 2025 Annual Report on Form 10-K.

Item 5. Other Information

On May 6, 2026, the Company took the actions described below with respect to compensation pursuant to authorization by the Compensation Committee (the "Committee") of the Board of Directors of the Company.

The Company awarded cash long term incentive awards to Paris G. Reece III, Jennifer Whip and David Barclay, Directors of the Company, under terms of the Sekisui House U.S., Inc. First Amendment to the Long Term Incentive Plan, in the amount of $175,000 each. The awards were authorized by the Committee on February 17, 2026, awarded by the Company on May 6, 2026, and will vest on April 1, 2028, subject to the First Amendment to the Long Term Incentive Plan documents disclosed in Exhibit 10.1.

The Company awarded cash long term incentive awards to Robert N. Martin, Director, Senior Vice President and Chief Financial Officer and David N. Viger, Director, President and Chief Executive Officer, under terms of the Sekisui House U.S., Inc. First Amendment to the Long Term Incentive Plan, in the amount of $1,700,000 and $2,250,000, respectively. The awards were authorized by the Committee on February 17, 2026, awarded by the Company on May 6, 2026, and will vest on April 1, 2028, subject to the First Amendment to the Long Term Incentive Plan documents disclosed in Exhibit 10.1.

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Item 6. Exhibits


4.1			Third Supplemental Indenture (6.000% Senior Notes due 2043), dated as of March 20, 2026, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee.
4.2			Third Supplemental Indenture (3.966% Senior Notes due 2061), dated as of March 20, 2026, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee.
4.3			Third Supplemental Indenture (3.850% Senior Notes due 2030), dated as of March 20, 2026, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee.
4.4			Third Supplemental Indenture (2.500% Senior Notes due 2031), dated as of March 20, 2026, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee.
10.1			First Amendment to the Sekisui House U.S., Inc. Long Term Incentive Plan .
10.2			Amended and Restated License Agreement between the Company and Sekisui House, LTD.
31.1			Certification of principal executive officer required by 17 CFR 240.13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of principal financial officer required by 17 CFR 240.13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of principal executive officer required by 17 CFR 240.13a-14(b), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of principal financial officer required by 17 CFR 240.13a-14(b), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			The following financial statements, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2026 and 2025, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025; and (v) Notes to the Unaudited Consolidated Financial Statements, tagged as blocks of text.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

____________________

*Incorporated by reference.

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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.


			Sekisui House U.S., Inc.
			(Registrant)

Date: May 12, 2026			By: /s/ Robert N. Martin
			Robert N. Martin Director, Senior Vice President and Chief Financial Officer (principal financial officer and duly authorized officer)


Date: May 12, 2026			By: /s/ Derek R. Kimmerle
			Derek R. Kimmerle
			Senior Vice President and Chief Accounting Officer (chief accounting officer and duly authorized officer)

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