lgih-20250314

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934


Filed by the Registrant			x
Filed by a Party other than the Registrant			o

Check the appropriate box:


			o			Preliminary Proxy Statement
			o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
			x			Definitive Proxy Statement
			o			Definitive Additional Materials
			o			Soliciting Material under §240.14a-12

LGI HOMES, INC.

(Name of Registrant as Specified In Its Charter)

Not applicable.

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

Payment of Filing Fee (Check all boxes that apply):


			x			No fee required.
			o			Fee paid previously with preliminary materials.
			o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1450 Lake Robbins Drive, Suite 430

The Woodlands, Texas 77380

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

to be held on:

April 24, 2025

3:00 p.m. Central Time

Dear Stockholder:

You are cordially invited to attend our 2025 Annual Meeting of Stockholders, which will be held at 3:00 p.m. (Central Time) on April 24, 2025, at the Company’s headquarters at 1450 Lake Robbins Drive, The Woodlands, Texas 77380 in Suite 140.

We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1.To elect the nominees named in the accompanying proxy statement to the Company’s Board of Directors;

2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.To conduct an advisory vote to approve the compensation paid to the Company’s named executive officers for 2024, as disclosed in the accompanying proxy statement;

4.To approve Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan; and

5.To transact such other business as may properly come before the Annual Meeting, or any adjournment thereof.

Only stockholders of record as of the close of business on February 28, 2025 are entitled to notice and to vote at the Annual Meeting or any adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our headquarters during the 10-day period prior to the Annual Meeting. If you would like to view this stockholder list, please contact Investor Relations at (281) 362-8998.

Each share of Company common stock that you own represents one vote, and your vote as a stockholder of LGI Homes, Inc. is very important. If you are a registered stockholder and have questions regarding your stock ownership, you may contact our transfer agent, Computershare Investor Services, by email through their website at www.computershare.com or by phone at (800) 962-4284 (within the U.S. and Canada) or (781) 575-3120 (outside the U.S. and Canada).

The Company’s Board of Directors has approved Proposals 1, 2, 3, and 4 described in the accompanying proxy statement and recommends that you vote:

FOR the election of each of the nominees for director named in Proposal 1;

FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 in Proposal 2;

FOR the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers for 2024 in Proposal 3; and

FOR the approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan in Proposal 4.


BY ORDER OF THE BOARD OF DIRECTORS


						Scott J. Garber General Counsel and Corporate Secretary

The Woodlands, Texas

March 14, 2025

YOUR VOTE IS IMPORTANT

Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the Proxy Statement and your proxy card. It is important that your shares of Company common stock be represented and voted at the Annual Meeting. Please submit your proxy through the Internet, by telephone, or by completing the proxy card. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. Please do not return the proxy card if you are voting through the Internet or by telephone.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on April 24, 2025:

The Company’s Proxy Statement and 2024 Annual Report on Form 10-K are available for review online at www.proxyvote.com, which can also be accessed using the link at http://investor.lgihomes.com.


Table of Contents
NOTICE OF ANNUAL MEETING			Cover Page
PROXY STATEMENT			1
PROPOSALS			6
Proposal 1 - Election of Directors			6
Proposal 2 - Ratification of Appointment of the Independent Registered Public Accounting Firm			10
Proposal 3 - Advisory Vote on the Compensation Paid to Named Executive Officers (Say-on-Pay Vote)			12
Proposal 4 - A pproval of A mendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan			14
CORPORATE GOVERNANCE			19
Corporate Governance Matters and Director Independence			19
Board Leadership Structure and Board’s Role in Risk Oversight			22
Board and Committee Meetings			24
Non-Employee Director Compensation			26
Stock Ownership Policy for Non-Employee Directors			27
Compensation Committee Interlocks and Insider Participation			27
Certain Relationships and Related Party Transactions			27
Contacting the Board			28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			29
Anti-Hedging and Insider Trading Policy			30
Equity Compensation Plan Information			31
EXECUTIVE OFFICERS			32
COMPENSATION DISCUSSION AND ANALYSIS			33
Executive Summary			33
Our Executive Compensation Practices			36
What We Paid and Why - Compensation for NEOs			41
Compensation Committee Report			47
EXECUTIVE COMPENSATION			48
ADDITIONAL INFORMATION			61
ANNEX A: AMENDMENT NO. 1 TO THE LGI HOMES, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN			61
ANNEX B: LGI HOMES, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN			62
ANNEX C : NON-GAAP MEASURES			74

LGI HOMES, INC.
2025 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board” or “Board of Directors”) of LGI Homes, Inc. (“LGI”, the “Company” or “we”) for use at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Company’s headquarters located at 1450 Lake Robbins Drive, The Woodlands, Texas 77380, in Suite 140 on April 24, 2025, at 3:00 p.m. (Central Time), and any adjournment thereof.

On or about March 14, 2025, we will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access this proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 Annual Report”), and how to vote online, via the Internet. The Notice of Internet Availability will also contain instructions on how you can receive a paper copy of the proxy materials. Our 2024 Annual Report, Notice of Internet Availability and the proxy card are first being made available online on or about March 14, 2025.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will act upon the proposals described in this Proxy Statement.

What proposals are scheduled to be voted on at the Annual Meeting?

Stockholders will be asked to vote on the following proposals:


Proposal 1:			To elect Ryan Edone, Eric Lipar, Shailee Parikh, Bryan Sansbury, Maria Sharpe, Steven Smith, and Robert Vahradian to the Board until our next annual meeting of stockholders, until such director’s successor is elected or appointed and qualified, or until such director’s earlier death, resignation or removal;
Proposal 2:			To ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;
Proposal 3:			To conduct an advisory vote to approve the compensation paid to our named executive officers (“NEOs”) for 2024, as disclosed in this Proxy Statement (such vote, a “Say-on-Pay vote”);
Proposal 4:			To approve Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan; and

To transact such other business as may properly come before the Annual Meeting, or any adjournment thereof.

We are not aware of any other business to be brought before the Annual Meeting. If any additional business is properly brought before the Annual Meeting, proxies will be voted on those matters in accordance with the judgment of the person or persons acting under the proxies.

What is the recommendation of the Board on each of the proposals scheduled to be voted on at the Annual Meeting?

The Board recommends that you vote:

•FOR the election of each of the nominees for director named in Proposal 1;

•FOR the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 in Proposal 2;

•FOR the approval, on an advisory basis, of the compensation paid to the NEOs for 2024 in Proposal 3; and

•FOR the approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan in Proposal 4.

Voting of Proxies

When you vote by proxy, you authorize our officers listed on the proxy card to vote your shares of our common stock on your behalf as you direct. In the absence of such direction, your shares will be voted:

•FOR the election of each of the nominees for director named in Proposal 1;

•FOR the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 in Proposal 2;

•FOR the approval, on an advisory basis, of the compensation paid to the NEOs for 2024 in Proposal 3; and

•FOR the approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan in Proposal 4.

Voting and Ownership of Shares

At the close of business on the record date, February 28, 2025, the Company had 23,397,074 shares of common stock outstanding and entitled to vote. Each share of our common stock is entitled to one vote on each matter brought before the Annual Meeting. The following votes are required to approve each of the proposals at the meeting.

•Election of Directors. Proposal 1 regarding the election of directors requires the approval of a plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative FOR votes will be elected as directors.

•Ratification of Appointment of Independent Registered Public Accounting Firm. Generally, the Company’s Bylaws (our “Bylaws”) provide that approval of any matter presented to our stockholders at a meeting of our stockholders be decided by the vote of the holders of our stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on such question which are present in person or by proxy at the meeting. Proposal 2 regarding the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm requires the approval of a majority of the shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting.

•Advisory Vote on the Compensation Paid to the NEOs. Approval of the compensation of the NEOs, as described in Proposal 3, requires the approval of a majority of the shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting. This vote, however, is merely advisory and is not binding on the Company, the Board or its Compensation Committee. Despite the fact that the vote is non-binding, the Board and the Compensation Committee will take the results of the vote under advisement when making future decisions regarding the Company’s executive compensation program.

•Approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan. Approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan, as described in Proposal 4, requires the approval of a majority of the shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting.

Who can vote at the Annual Meeting?

Stockholders as of the close of business on the record date for the Annual Meeting (February 28, 2025) are entitled to vote at the Annual Meeting. At the close of business on the record date, there were outstanding and entitled to vote 23,397,074 shares of our common stock.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on February 28, 2025, your shares of our common stock were registered directly in your name with our transfer agent, Computershare Investor Services, then you are considered the stockholder of record with respect to those shares.

As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote over the Internet or by telephone, or if you request paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee

If at the close of business on February 28, 2025, your shares of our common stock were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares of our common stock held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares of our common stock held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares of our common stock. However, the organization that holds your shares of our common stock is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you request and obtain a valid proxy from the organization that is the record stockholder of your shares of our common stock giving you the right to vote the shares of our common stock at the Annual Meeting.

How do I vote?

If you are a stockholder of record, you may:

•vote in person—we will provide a ballot to stockholders who attend the Annual Meeting and wish to vote in person;

•vote by mail—if you request a paper proxy card, simply complete, sign and date the proxy card, then follow the instructions on the proxy card; or

•vote via the Internet or via telephone—follow the instructions on the Notice of Internet Availability or proxy card and have the Notice of Internet Availability or proxy card available when you access the internet website or place your telephone call.

Votes submitted via the Internet or by telephone must be received by 5:00 p.m., Central Time, on April 23, 2025. Submitting your proxy, whether via the Internet, by telephone or by mail if you requested a paper proxy card, will not affect your right to vote at the Annual Meeting if you were a stockholder of record as of the close of business on February 28, 2025, and should you decide to attend the Annual Meeting and vote your shares of our common stock at the Annual Meeting.

If you are not a stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares of our common stock.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the Annual Meeting if you have already voted by proxy.

How do I revoke my proxy?

A stockholder giving a proxy has the power to revoke it at any time before it is voted by providing written notice to the Secretary of the Company, by delivering a later-dated proxy, or by voting in person at the Annual Meeting.

What is the quorum requirement for the Annual Meeting?

A majority of the outstanding shares of our common stock as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares of our common stock are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

How is the withholding of authority to vote for a director nominee treated?

Withholding of authority to vote for a director nominee has no effect on the election of directors (Proposal 1).

How are abstentions and broker non-votes treated?

Abstentions (shares of our common stock present at the Annual Meeting and voted “abstain”) are counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions will be counted toward the tabulation of the shares of our common stock entitled to vote at the Annual Meeting and thus will have the same effect as a negative vote on the ratification of appointment of auditors (Proposal 2), the approval of the compensation paid to the NEOs for 2024 (Proposal 3), and the approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (Proposal 4).

Broker non-votes occur when shares of our common stock held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is present, and have no effect on the election of directors (Proposal 1), the ratification of appointment of auditors (Proposal 2), the approval of the compensation paid to the NEOs for 2024 (Proposal 3) and the approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (Proposal 4). Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your shares of our common stock will not be authorized to vote on the election of directors (Proposal 1), on the approval of the compensation paid to the NEOs for 2024 (Proposal 3) or on the approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (Proposal 4). Ratification of the appointment of auditors (Proposal 2) is considered to be a routine matter and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote the shares of our common stock in your account for Proposal 2, brokers will be permitted to exercise their discretionary authority to vote for the ratification of the appointment of auditors. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

What if I return a proxy card but do not make specific choices?

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares of our common stock should be voted on a particular proposal at the Annual Meeting, your shares of our common stock will be voted in accordance with the recommendations of our Board of Directors stated above.

If you do not vote and you hold your shares of our common stock in street name, and your broker does not have discretionary power to vote your shares of our common stock, your shares may constitute “broker non-votes” (as described above). Shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders of record as of the record date for the Annual Meeting. Accordingly, on or about March 14, 2025, the Company will mail a Notice of Internet Availability to the Company’s stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability and www.proxyvote.com. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce cost to the Company associated with the physical printing and mailing of proxy materials.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability will provide you with instructions regarding how to use the Internet to:

•View the Company’s proxy materials for the Annual Meeting; and

•Instruct the Company to send future proxy materials to you by email.

The Company’s proxy materials are also available at http://www.investor.lgihomes.com. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement.

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Proxies may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by telephone, facsimile or other electronic means. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our common stock. We have not retained an outside proxy solicitation firm to assist us with the solicitation of proxies.

PROPOSAL 1—ELECTION OF DIRECTORS

Our Board of Directors currently consists of seven members. Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the Board.

Each nominee presented below, if elected, will serve as a director until the next annual meeting of stockholders and until such director’s successor is duly elected or appointed and qualified or, if earlier, such director’s death, resignation or removal. All of the nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. All of the nominees currently serve on the Board. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that any nominee is unable to serve as a director or should otherwise become unavailable, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or the Board may elect to reduce the size of the Board.

Mr. Smith is the uncle of Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board. There are no other familial relationships among our directors and executive officers.

Director Nominees

Our Board of Directors believes that it is necessary for each of our directors to possess qualities, attributes and skills that contribute to a diversity of views and perspectives among the directors and enhance the overall effectiveness of the Board. As described under “Corporate Governance - Corporate Governance Matters and Director Independence - Selection and Evaluation of Director Candidates,” our Nominating and Corporate Governance Committee considers all factors it deems relevant when evaluating prospective candidates or current board members for nomination to our Board of Directors, as prescribed in the committee’s charter. All of our directors bring to the Board leadership experience derived from past service. They also all bring a diversity of views and perspectives derived from their individual experiences working in a range of industries and occupations, which provide our Board of Directors, as a whole, with the skills and expertise that reflect the needs of the Company.

Certain individual experiences, qualifications, and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the table and biographies set forth below.

Directors’ Experience and Skills

Directors’ Biographies


Ryan Edone						Director

Mr. Edone, age 51, has served as a director since November 2014. Mr. Edone is the Chief Financial Officer of Petroleum Wholesale L.P., a distributor of branded and wholesale motor fuel products and operator of retail convenience stores/travel centers across the southwestern United States. Prior to his joining Petroleum Wholesale L.P. in 1999, Mr. Edone was a manager at PricewaterhouseCoopers and a Certified Public Accountant. Mr. Edone is a member of the Board of Directors of Archway Insurance LTD (“Archway”), a captive insurance company. At Archway, Mr. Edone formerly served in roles as the President and Vice President of the Board, as well as Risk Control Chairman and Underwriting Chairman of the Board. Mr. Edone is also a member of the ChevronTexaco Petroleum Marketers Association Board. Mr. Edone is the chair of our Audit Committee, and our Board of Directors has determined that Mr. Edone qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

Mr. Edone’s experience as an executive with a multi-state retail and wholesale distribution company enables him to provide both financial and operational expertise to the Company. In addition, Mr. Edone brings insurance and risk management expertise that is valuable to support the continued growth of our business.


Eric Lipar						Chief Executive Officer, Director

Mr. Lipar, age 54, is our Chief Executive Officer and serves as Chairman of our Board of Directors. He has served as our Chief Executive Officer since 2009, as a director since June 2013 and as Chairman of the Board since July 2013. Previously, Mr. Lipar served as our President from 2003 until 2009. Mr. Lipar has been in the residential land development business since the mid-1990s and is one of our founders. He has overseen land acquisitions, development and the closing of over 75,000 homes since our inception. Mr. Lipar currently serves on the Residential Neighborhood Development Council for the Urban Land Institute and is a member of the Policy Advisory Board for the Harvard Joint Center for Housing Studies. Through his in-depth work experience, Mr. Lipar has obtained a broad background in all aspects of residential construction, development, financing, sales and marketing. Mr. Lipar is responsible for our overall strategic leadership, working closely with our key executives to establish, implement and direct our long-range goals, strategies and policies.

Mr. Lipar brings extensive leadership, along with industry and operational experience to our Board of Directors. Through his experience, his knowledge of our operations and our markets and his professional relationships within the homebuilding industry, Mr. Lipar is highly qualified to identify important matters for review and deliberation by our Board of Directors and is instrumental in determining our corporate strategy. In addition, by serving as both the Chairman of the Board and our Chief Executive Officer, Mr. Lipar serves as an invaluable bridge between our management and our Board of Directors and ensures that they act with a common purpose.

Mr. Lipar’s extensive business knowledge, along with his demonstrated leadership capability through the growth of the Company, makes him highly qualified to continue to serve as our Chairman of the Board and our Chief Executive Officer.


Shailee Parikh						Director

Ms. Parikh, age 44, has served as a director since December 2021. Since November 2024, Ms. Parikh has been the Chief Operating Officer of Revantage, a Blackstone Portfolio Company, responsible for driving strategic growth, scale and operational efficiency across the business. Since August 2023, Ms. Parikh has been a Managing Partner of ARK Real Estate, LLC, a real estate investment and management company. From April 2020 to August 2023, Ms. Parikh was the Global Head of Strategy and Solution Development, Health Solutions at Aon plc (“Aon”), a leading global professional services firm. Ms. Parikh held various leadership positions within Aon, including Senior Vice President, Aon Business Services from 2017 to 2020; Senior Vice President, Global Service Operations, Aon Hewitt from 2016 to 2017; Chief Financial Officer of EMEA, Aon Hewitt from 2015 to 2016; and Chief of Staff to the Chief Executive Officer of Aon from 2012 to 2015. Prior to her roles with Aon, Ms. Parikh served in various finance leadership capacities, including roles with Reunion Bank of

Florida from 2010 to 2012, BB&T (formerly Colonial Bank) from 2005 to 2010 and within the Investment Banking Division of Morgan Stanley from 2002 to 2004. Ms. Parikh is a member of our Audit Committee, and our Board of Directors has determined that Ms. Parikh qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

Ms. Parikh’s experience as an executive with global professional services firms and her extensive finance, management, operations, and business strategy expertise make her highly qualified to serve as a member of our Board of Directors and our Audit Committee.


Bryan Sansbury						Director

Mr. Sansbury, age 52, has served as our Lead Independent Director since June 2013. Mr. Sansbury is the Chief Executive Officer, Chairman of the Board of Directors and a founding partner of AEGIS Hedging Solutions, LLC, formerly known as AEGIS Energy Risk, LLC. Prior to September 2017, Mr. Sansbury served as President of Health and Wealth Solutions at Alight Solutions, the former outsourcing business of Aon Hewitt. For over 20 years, Mr. Sansbury held various positions with Aon Hewitt and its affiliates including positions as Chief Operating Officer and Chief Information Officer, President of Emerging Solutions, leader of the Canadian Outsourcing business, and leader of the Pension Outsourcing business in the Southeast region. Mr. Sansbury is a former member of The Woodlands (Texas) Area Economic Development Partnership Board and is a Fellow of the CEO Perspectives program at the Kellogg School of Management at Northwestern University. Mr. Sansbury is a member of our Compensation Committee and our Nominating and Corporate Governance Committee.

Given his extensive business experience, Mr. Sansbury provides our Board of Directors with a unique perspective on business issues impacting the Company as well as corporate governance. His leadership experience in several different capacities also makes him highly qualified to serve as the Lead Independent Director of our Board of Directors and as a member of our Compensation Committee and our Nominating and Corporate Governance Committee.


Maria Sharpe						Director

Ms. Sharpe, age 66, has served as a director since January 2022. Since 2016, Ms. Sharpe has been the Managing Principal of Sharpe Human Solutions, LLC, a human resource consulting and commercial real estate investments company. Prior to 2016, Ms. Sharpe served as Senior Vice President, Global Human Capital Management, Services & Operations at PepsiCo, Inc., a food and beverage company, since 2014, and was Chief Human Resources Officer, PepsiCo Europe from 2010 to 2014 and Senior Vice President, Compensation, Benefits & Human Resource Systems from 2008 to 2010. From 2004 until 2008, Ms. Sharpe was Chief Human Resources Officer & Corporate Secretary of UST Inc., a tobacco products company, responsible for the company's human resources function and corporate governance matters. Before that, Ms. Sharpe held various senior human resources and legal positions at Pepsico, Inc., including Vice President, Benefits from 2002 to 2004, Vice President, Compensation from 1999 to 2002 and Vice President, Human Resources Counsel from 1995 to 1999. She currently serves as an independent director at Lamb Weston Holdings, Inc., where she is a member of the Nominating and Corporate Governance Committee and serves as chairman of the Compensation and Human Capital Committee. Ms. Sharpe is admitted to practice law in the states of New York, New Jersey and Texas. Ms. Sharpe is the chair of our Compensation Committee.

Ms. Sharpe’s experience as an executive and human resources professional for various global companies as well as on the board of directors and compensation committee of another publicly traded company, as well as her expertise in corporate governance, real estate, and legal matters makes her highly qualified to serve as a member of our Board of Directors and the chair of our Compensation Committee.


Steven Smith						Director

Mr. Smith, age 69, has served as a director since June 2013. Since June 2020, Mr. Smith has been practicing law as a solo practitioner at and is the owner of Steven R. Smith Law, LLC. From 2017 to 2020, Mr. Smith was a shareholder of the law firm of Baker Donelson. During 2003 to 2016, Mr. Smith practiced health

law with the law firm of Ober, Kaler, Grimes & Shriver (“Ober Kaler”) and was a shareholder and member of the firm’s Management Committee. Mr. Smith was the Managing Partner of the Washington, D.C. office of Ober Kaler prior to its merger with Baker Donelson in January 2017. He practices exclusively in the health care regulatory, operational and transactional areas where he counsels hospitals, physicians and other clients on a variety of issues including corporate governance, executive compensation and agreements; compliance, from both an operational and legal standpoint; medical staff relationships; and risk and claims management, insurance coverage and fiduciary responsibilities. Prior to joining Ober Kaler, Mr. Smith was Senior Vice-President and General Counsel for a large healthcare system in Maryland for 10 years where he was responsible for all legal matters, as well as various operations aspects, of the healthcare system. Mr. Smith is the uncle of Mr. Lipar, our Chief Executive Officer and Chairman of the Board. Mr. Smith is the chair of our Nominating and Corporate Governance Committee and is a member of our Audit Committee.

With his wealth of knowledge on issues relating to corporate governance, fiduciary responsibility, risk management, and experience providing counsel to boards of directors, Mr. Smith provides us with a unique perspective on issues affecting the Company. This expertise, combined with his leadership experience as a senior executive, enables Mr. Smith to be a valuable member of our Board of Directors, a member of our Audit Committee, and the chair of our Nominating and Corporate Governance Committee.


Robert Vahradian						Director

Mr. Vahradian, age 63, has served as a director since June 2013. Mr. Vahradian is a Partner of GTIS Partners, LP (“GTIS”), a global real estate investment firm managing residential, industrial, office, hotel and mixed-use properties in the U.S. and Brazil. Mr. Vahradian runs the U.S. investment and asset management activities of GTIS, and is a member of the investment committee of GTIS. Mr. Vahradian joined GTIS in 2006 and has been in the real estate industry since 1986. Previously, Mr. Vahradian was President of Allied Partners, a private real estate investment company and was Chief Operating Officer and principal of The Athena Group, LLC, a residential investment and development company based in New York. Prior to joining The Athena Group, LLC, Mr. Vahradian was a Director in Credit Suisse First Boston’s real estate investment banking and principal groups. Mr. Vahradian is a member of our Nominating and Corporate Governance Committee.

Through Mr. Vahradian’s vast experience in real estate, residential land development, homebuilding and single-family rental investments, asset management and finance, he is exceptionally well qualified to serve as a member of our Board of Directors and our Nominating and Corporate Governance Committee and provides our Board of Directors with valuable insight on real estate and finance matters.

Required Vote

The proposal regarding the election of directors requires the approval of a plurality of the votes cast at the Annual Meeting. This means that the seven nominees receiving the highest number of affirmative FOR votes will be elected as directors. Withholding of authority to vote for a director nominee has no effect on the election of directors.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE

FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

PROPOSAL 2—RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young was the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. At the Annual Meeting, our stockholders will be asked to ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, or until such firm’s earlier resignation or removal. While stockholder ratification of the appointment of the Company’s independent registered public accounting firm is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. If our stockholders fail to ratify the appointment, our Audit Committee may reconsider, but may decide to maintain, its appointment of Ernst & Young. Even if the appointment of Ernst & Young is ratified, our Audit Committee retains the discretion to select and appoint a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company.

We have been advised that a representative of Ernst & Young will be present at the Annual Meeting to answer appropriate questions and will have an opportunity to make a statement, if desired.

Independent Registered Public Accounting Firm Fees and Services

The following table shows the fees paid or accrued by the Company for the audit and other services provided by Ernst & Young for fiscal years 2024 and 2023.


	2024		2023
Audit Fees(1)	$	1,295,000	$	1,295,000
Audit-Related Fees- aggregate fees for audit-related services	—		—
Tax Fees	—		—
All Other Fees - aggregate fees for all other services	—		—
Total	$	1,295,000	$	1,295,000

(1)Audit Fees include the annual audit and services related to the review of quarterly financial information and the issuance of consents and comfort letters to underwriters and other purchasers of our securities in connection with various securities offerings and filings with the SEC.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

It is our Audit Committee’s policy to pre-approve all audit, audit related and permissible non-audit services rendered to us by our independent registered public accounting firm. Consistent with such policy, all of the fees listed above that we incurred for services rendered by Ernst & Young were pre-approved by our Audit Committee.

The report of Ernst & Young relating to our 2024 and 2023 consolidated financial statements did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. Moreover, during the fiscal years ended December 31, 2024 and 2023, there were no (i) disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Ernst & Young, would have caused either Ernst & Young to make reference to the subject matter of the disagreement(s) in connection with their reports on the consolidated financial statements of LGI Homes, Inc. or (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

Report of the Audit Committee

The Audit Committee meets the definition of an audit committee as set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and operates under a written charter adopted by the Board. Each member of the Audit Committee is independent and financially literate in the judgment of the Board and as required by the Sarbanes-Oxley Act and applicable SEC and NASDAQ rules. The Board has also

determined that Mr. Edone and Ms. Parikh qualify as “audit committee financial experts,” as defined under SEC regulations.

Management is responsible for our internal controls and the financial reporting process. The Audit Committee is responsible for the appointment, compensation, and oversight of the Company’s independent registered public accounting firm. Ernst & Young, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal controls in accordance with standards of the Public Company Accounting Oversight Board (the “PCAOB”) and for issuing reports thereon.

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024. Further, the Audit Committee has discussed with Ernst & Young the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, including the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024, the Company’s independent registered public accounting firm’s responsibility under generally accepted auditing standards, significant accounting policies, management’s judgments and accounting estimates, any audit adjustments, related party transactions and other unusual transactions, other information in documents containing audited financial statements and other matters.

Finally, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young by the applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed the topic of independence with Ernst & Young.

Based on its review and discussion described above, the Audit Committee has recommended to the Board that the audited consolidated financial statements for the fiscal year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.


						Ryan Edone (Chair)
						Shailee Parikh
						Steven Smith

The foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Required Vote

The affirmative vote of a majority of shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting is required to ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions will be counted toward the tabulation of the shares of our common stock entitled to vote at the Annual Meeting on the ratification of the appointment of Ernst & Young and thus will have the same effect as a negative vote.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

PROPOSAL 3—ADVISORY VOTE ON THE COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS (SAY-ON-PAY VOTE)

LGI seeks a non-binding advisory vote from its stockholders to approve the compensation paid to our NEOs for 2024, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote is commonly referred to as the “Say-on-Pay” vote. In accordance with the requirements of the SEC, we are providing our stockholders with an opportunity to express their views on the compensation paid to our NEOs.

The Company’s core compensation philosophy is to utilize a mixture of base salary and annual and longer-term incentives to align executive compensation with our stockholders’ interests and our annual and long-term performance. This includes linking executives’ pay to their performance and the Company’s overall annual and long-term performance.

Our Board and the Compensation Committee are dedicated to ensuring that our executive compensation programs reflect best practices in numerous ways, including by making a portion of compensation performance-based to maximize both short- and long-term stockholder value. The Board believes the Company’s compensation programs are well tailored to align executive officers’ interest with those of our stockholders, retain executive talent, and reward performance. We encourage our stockholders to read the “Compensation Discussion and Analysis” section in this Proxy Statement, which describes (i) the processes our Compensation Committee used to determine the structure and amounts of the compensation of our NEOs for 2024 and (ii) how our executive compensation philosophy, policies, and procedures operate and are designed to achieve our compensation objectives. The Compensation Committee and the Board believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our NEOs to dedicate themselves to value creation for our stockholders.

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, we are asking our stockholders to approve the following resolution regarding the compensation of our NEOs:

RESOLVED, that the stockholders of LGI Homes, Inc. (the “Company”) hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the proxy statement for the Company’s 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Although this advisory vote is non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our NEOs’ compensation and related executive compensation programs.

At our 2024 annual meeting of stockholders, we conducted a non-binding advisory vote on the frequency of future stockholder advisory votes on executive compensation. In light of the results of such advisory vote, our Board of Directors determined that we will hold a non-binding advisory vote on executive compensation every year until we next hold a non-binding advisory vote on the frequency of future stockholder advisory votes on executive compensation at our 2030 annual meeting of stockholders as required under SEC rules. We expect to hold the next advisory vote on executive compensation at our 2026 annual meeting of stockholders.

Required Vote

The affirmative vote of a majority of shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting is required to approve the compensation of our NEOs for 2024, as described in this Proposal 3. Abstentions will be counted toward the tabulation of the shares of our common stock entitled to vote at the Annual Meeting on the approval of the compensation paid to the NEOs for 2024 and thus will have the same effect as a negative vote.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NEOs FOR 2024.

PROPOSAL 4—APPROVAL OF AMENDMENT NO. 1 TO THE LGI HOMES, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN

In 2016, the Board of Directors adopted, and our stockholders approved, the LGI Homes, Inc. 2016 Employee Stock Purchase Plan. We are requesting that our stockholders approve Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (the “ESPP Amendment”) to increase the maximum number of shares of our common stock that may be sold under the ESPP from 500,000 shares to 1,000,000 shares. The ESPP Amendment does not provide for any changes to the ESPP other than the increase in the shares that may be sold under the ESPP. The ESPP Amendment was adopted by the Board of Directors on February 6, 2025, subject to stockholder approval. If approved by the stockholders at the Annual Meeting, the ESPP Amendment will become effective as of the date of the Annual Meeting. Throughout this proposal, we refer generally to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan as the “ESPP” and may distinguish the versions of the ESPP by referring to the ESPP prior to stockholder approval of the ESPP Amendment as the “Existing ESPP” and the ESPP as amended by the ESPP Amendment as the “Amended ESPP.” If our stockholders do not approve this proposal, the terms of the Existing ESPP will continue to be in effect.

Reason for the Proposal

On February 6, 2025, the Board of Directors adopted, subject to stockholder approval, the ESPP Amendment to increase the maximum number of shares of our common stock that may be sold under the ESPP by 500,000 shares. If the ESPP Amendment is approved by the stockholders, a total of 551,921 shares will be available for sale under the Amended ESPP, which total includes 51,921 shares that remain available for sale under the Existing ESPP as of February 28, 2025. The Board of Directors recommends approval of the ESPP Amendment so we can continue to offer our employees the ability to invest in shares of our common stock at an attractive price providing employees with a more direct stake in the Company’s welfare, thereby stimulating our employees’ efforts on the Company’s behalf and strengthening our employees’ desire to remain with the Company. Failure to obtain the required vote for this proposal may limit the Company’s ability to attract, retain and motivate employees.

Summary of the Amended Plan

The following is a summary of the material features of the Amended ESPP. This summary does not purport to be a complete description of all of the provisions of the Amended ESPP and is qualified in its entirety by reference to the full text of the ESPP Amendment and the Existing ESPP. Copies of the ESPP Amendment and the Existing ESPP are attached to this proxy statement as Annex A and Annex B, respectively. Capitalized terms used in this summary that are not otherwise defined have the respective meanings given such terms in the Amended ESPP.

ESPP Terms

The ESPP permits employees of the Company and its Participating Subsidiaries (“Employees”) to purchase shares of Company common stock at a 15% discount from Fair Market Value, subject to limits set by the Internal Revenue Code (the “Code”) and the ESPP. Sales of shares of Company common stock under the ESPP will be made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Code.

Administration

The Compensation Committee administers the ESPP and, subject to the provisions of the ESPP, has full authority and discretion to amend, prescribe, rescind, administer, and interpret such rules and regulations as it deems necessary to administer the ESPP, and its decisions will be final and binding upon all participants in the ESPP. The Compensation Committee may delegate its administrative authority to a committee comprised of officers or senior level Employees of the Company (the “Administrative Committee”; the Compensation Committee or such Administrative Committee to the extent such entity is carrying out its administrative functions under the ESPP is referred to herein as the “Plan Administrator”). However, the Administrative

Committee shall not have the authority to (i) increase the maximum number of shares of Company common stock available for issuance under the ESPP or the maximum number of shares of Company common stock that may be purchased per participant for any Offering Period (as defined below), (ii) modify the eligibility requirements under the ESPP, (iii) designate a Subsidiary as a Participating Subsidiary, (iv) change the duration of the Offering Periods or (v) change the purchase price at which Company common stock will be purchased for any Offering Period.

Eligibility and Participation

Employees of the Company and its Participating Subsidiaries who are eligible to participate in the ESPP include those (i) who as of the first day of the Offering Period in which the grant is to be made have completed at least one year of service for the Company and/or its Participating Subsidiaries, (ii) whose customary employment is for at least twenty hours of service per week, (iii) whose customary employment is at least five months a year and (iv) Employees who do not own outstanding options or other rights to purchase stock possessing 5% or more of the total combined voting power or value of all classes of capital stock of the Company. Decisions regarding an individual’s status as an Employee eligible to participate in the ESPP shall be made by the Plan Administrator in its discretion, and no person shall be eligible to participate in the ESPP unless the Plan Administrator determines in its discretion that such person is eligible under the criteria established above. As of February 28, 2025, approximately 785 Employees were within the class eligible to participate in the ESPP. ESPP participants may authorize payroll deductions up to 25% of cash performance-based pay including salary, commissions, overtime or performance bonuses, and other incentive compensation to be applied toward the purchase of shares of Company common stock.

Offerings

Until such time as the Plan Administrator specifies otherwise, the ESPP provides for separate three-month offerings (each, an “Offering Period”), commencing on January 1, April 1, July 1, and October 1 of each year. The terms and conditions of each Offering Period may vary, and two or more Offering Periods may run concurrently under the ESPP, each with its own terms and conditions.

Payroll Deductions, Purchase Price, and Shares Purchased

An Employee must authorize a payroll deduction on or before the start of an Offering Period in order to participate in that offering. On the last day of the Offering Period, the Employee will be deemed to have exercised the option to purchase the maximum number of shares of Company common stock that the Employee’s payroll deduction will allow at the option price, but no more than 2,500 shares of Company common stock in any single offering. The purchase price shall be equal to 85% of the Fair Market Value per share of Company common stock on the exercise date for the Offering Period unless the Plan Administrator determines otherwise. In no event will the exercise price be equal to less than 85% of the lesser of (i) the Fair Market Value per share of Company common stock on the exercise date or (ii) the Fair Market Value per share of Company common stock on the first day of the applicable Offering Period. Payment for shares of Company common stock purchased under the ESPP shall be made solely through payroll deductions. As of February 28, 2025, the closing price of Company common stock on the NASDAQ Global Select Market was $73.43 per share.

No Employee will be permitted to purchase any shares of Company common stock under the ESPP (i) if such Employee, immediately after such purchase, owns shares of Company common stock possessing 5% or more of the total combined voting power or value of all classes of capital stock of the Company or any subsidiary corporations or (ii) to the extent that his or her rights to purchase stock under all of the Company’s employee stock purchase plans accrues at a rate which exceeds $25,000 worth of stock (determined at the Fair Market Value of the shares at the time such purchase right is granted) for each calendar year in which the purchase right is outstanding.

Suspension; Termination of Employment

An Employee may suspend participation by delivering notice in accordance with the procedures established by the Company at any time. An Employee who has suspended participation in an offering will not receive a refund of previously accumulated Stock Purchase Contributions. A participant’s Stock Purchase Contributions previously accumulated for the Offering Period in which such a suspension occurs shall be applied to the purchase of shares of Company common stock on the next scheduled Exercise Date.

Upon termination of employment for any reason, the Employee’s participation in the ESPP will immediately terminate and the payroll deductions credited to the Employee’s account will be refunded to him or her as soon as administratively practicable and such Employee’s rights to purchase Company common stock under the ESPP will automatically terminate.

Transferability

No participant will be permitted to sell, assign, transfer, pledge, or otherwise dispose of or encumber either the payroll deductions credited to his or her account or an option or any rights granted under the ESPP other than by will or the laws of descent and distribution. During the Employee’s lifetime, only the Employee can make decisions regarding the participation in or withdrawal from an offering under the ESPP.

Adjustments Upon Changes in Capitalization

In the event of any change in the structure of the Company’s common stock, such as a reorganization, recapitalization, spinoff, stock split, stock dividend, combination of shares, merger, consolidation, offerings of rights without consideration, or other similar event, then adjustments in the number, kind, and price of shares of Company common stock available for purchase under the ESPP shall automatically be proportionately adjusted with no action required on the part of the Compensation Committee.

Amendment and Termination of the ESPP

The Compensation Committee or the Board of Directors may at any time amend or terminate the ESPP, provided that no amendment may adversely affect an Employee’s existing rights under any offering already commenced. In addition, no amendment may be made to the ESPP without prior approval of the stockholders of the Company if such amendment would increase the number of shares of Company common stock reserved thereunder or materially modify the eligibility requirements. The ESPP will terminate in the event all shares of Company common stock reserved under the ESPP have been purchased.

Federal Income Tax Consequences

The following discussion is a summary of the general U.S. federal income tax rules applicable to purchases of shares of Company common stock offered by the Company and its Participating Subsidiaries under the ESPP offerings that are intended to comply with Section 423 of the Code. Employees should consult their own tax advisors since a taxpayer’s particular situation may be such that some variation of the rules described below will apply.

The ESPP and the right of participants to make purchases of shares of Company common stock under it are intended to qualify under the provisions of Sections 421 and 423 of the Code. Under those provisions, no income will be taxable to a participant at the time of grant of the option or purchase of shares of Company common stock. However, a participant may become liable for tax upon dispositions of shares of Company common stock acquired under the ESPP, and the tax consequences will depend on how long a participant has held the shares of Company common stock prior to disposition.

If the shares of Company common stock are disposed of (a) more than two years after the date of the beginning of the Offering Period and (b) more than one year after the stock is purchased in accordance with the

ESPP (or if the Employee dies while holding the shares of Company common stock), the following tax consequences will apply. The lesser of (a) the excess of fair market value of the shares of Company common stock at the time of such disposition over the purchase price of such shares (the “option price”), or (b) the excess of the fair market value of the shares of Company common stock at the time the option was granted over the option price (which option price will be computed as of the offering date) will be taxed as ordinary income to the Employee. Any further gain upon disposition generally will be taxed at long-term capital gain rates. If the shares of Company common stock are sold and the sales price is less than the option price, there is no ordinary income and the Employee has a long-term capital loss equal to the difference. If an Employee holds the shares of Company common stock for the holding periods described above, the Company may not be able to realize the deduction for the disposition of such shares.

If the shares of Company common stock are sold or disposed of (including by way of gift) before the expiration of either the two year or the one year holding periods described above, the following tax consequences will apply. The amount by which the fair market value of the shares of Company common stock on the date the option is exercised (which is the last business day of the Offering Period and which is hereafter referred to as the “termination date”) exceeds the option price will be taxed as ordinary income to the Employee. This excess will constitute ordinary income in the year of sale or other disposition even if no gain is realized on the sale or a gratuitous transfer of the shares of Company common stock is made. The balance of any gain will be taxed as capital gain and will qualify for long-term capital gain treatment if the shares of Company common stock have been held for more than one year following the exercise of the option. If the shares of Company common stock are sold for an amount that is less than their fair market value as of the termination date, the Employee recognizes ordinary income equal to the excess of the fair market value of the shares of Company common stock on the termination date over the option price, and the Employee may recognize a capital loss equal to the difference between the sales price and the value of such shares on the termination date. The Company, in the event of an early disposition, will be allowed a deduction for federal income tax purposes equal to the ordinary income realized by the disposing Employee.

Shares Available for Issuance

If the ESPP Amendment is approved by the stockholders at the Annual Meeting, 1,000,000 shares of Company common stock will be reserved for issuance under the ESPP.

Plan Benefits

The amounts of future purchases of shares of Company common stock under the ESPP are not determinable because participation is voluntary, participation levels depend on each participant’s elections and the restrictions of Section 423 of the Code and the ESPP, and the per-share purchase price depends on the future value of shares of Company common stock.

Shares Purchased Under the Existing ESPP

The table below sets forth, for each of the individuals and groups indicated, the number of shares of Company common stock purchased under the Existing ESPP since inception through February 28, 2025.


						Number of Shares Purchased
Name and Position (1)						under the Existing ESPP
Eric Lipar * Chief Executive Officer and Chairman of the Board						—
Michael Snider President and Chief Operating Officer						2,695
Charles Merdian Chief Financial Officer and Treasurer						3,043
Scott Garber General Counsel and Corporate Secretary						1,336
All current executive officers as a group						7,074
All current directors who are not executive officers as a group*						—
All employees, including all current officers who are not executive officers, as a group						441,005

* The CEO and non-employee directors are ineligible to participate in the Existing ESPP.

Required Vote

The affirmative vote of a majority of shares of our common stock entitled to vote at the Annual Meeting which are present in person or by proxy at the Annual Meeting is required to approve Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan. Abstentions will be counted toward the tabulation of the shares of our common stock entitled to vote at the Annual Meeting on the approval of Amendment No. 1 to the LGI Homes, Inc. 2016 Employee Stock Purchase Plan and thus will have the same effect as a negative vote.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF AMENDMENT NO. 1 TO THE LGI HOMES, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE MATTERS AND DIRECTOR INDEPENDENCE

Corporate Governance Guidelines

The Board has adopted the LGI Homes, Inc.’s Corporate Governance Guidelines, which describe the Board’s view on a number of governance topics. The Corporate Governance Guidelines, along with the charters of the Board committees and the Company’s Code of Business Conduct and Ethics, provide the framework for the corporate governance of the Company. The significant corporate governance initiatives adopted by the Board are discussed below. Our Corporate Governance Guidelines can be found under the “Investor Relations” and “Corporate Governance” links on our website at www.lgihomes.com.

Composition of the Board

Our Board currently consists of seven members. Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the Board. Our directors hold office until their successors have been elected or appointed and qualified, or the earlier of their death, resignation or removal. Vacancies on the Board are filled solely by the affirmative vote of a majority of the remaining directors then in office, and not by our stockholders. Each of our directors is elected annually.

Our Nominating and Corporate Governance Committee oversees the annual assessment of the composition of our Board, including a review of the size of the Board, the skills and qualifications represented on the Board, and a self-assessment of the effectiveness of our Board and its committees and identification of any opportunities for improvement. The findings of the annual review of the Board and its committees are reported to and discussed with the full Board.

Selection and Evaluation of Director Candidates

The Nominating and Corporate Governance Committee is responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executive officers of the Company for the names of potentially qualified candidates or ask directors and executive officers to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Consistent with prior searches, the Nominating and Corporate Governance Committee will endeavor to identify a diverse slate of potential candidates, including diversity in skills, experience, age, tenure, race, ethnicity and gender, among other factors. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee of candidates for election as director.

The Nominating and Corporate Governance Committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members) and in recommending candidates for election, the Nominating and Corporate Governance Committee will consider the individual’s experience and characteristics. In addition, the Nominating and Corporate Governance Committee will review the overall composition of the Board to ensure there is an appropriate mix of specific experience, qualifications and skills to promote a diversity of points of view for the effective performance of the Board’s oversight function and representation of stockholders’ interests.

We believe that appropriate director qualifications and characteristics include having directors with diverse backgrounds, education, experiences, expertise and perspectives. These qualifications and characteristics are discussed below.

Key Qualifications and Experiences

•Experience in corporate management, such as serving as an executive officer or other leadership role

for a publicly held company;

•Experience as a director of another publicly held company;

•Real estate industry expertise, including homebuilding, land development, sales, marketing and operations;

•Experience in accounting, finance, capital markets transactions and/or technology;

•Legal, regulatory, human resources and/or risk management expertise; and

•IT and cybersecurity expertise.

Key Characteristics

•High personal and professional ethical standards, integrity and values;

•Strong leadership skills and solid business judgment;

•Commitment to representing the long-term interests of our stockholders; and

•The time required for preparation, participation and attendance at Board meetings and committee meetings, as applicable.

Director candidates recommended by our stockholders will be considered in the same manner as recommendations made by directors, executive officers, outside advisors or search firms. Any stockholder who intends to recommend a candidate to the Nominating and Corporate Governance Committee for consideration as a director nominee should deliver written notice pursuant to Article III, Section 3.1(a) of our Bylaws, to the Secretary of the Company. Any such notice should be delivered by the date required by such section of the Bylaws in order to permit the Nominating and Corporate Governance Committee to complete its review in a timely fashion.

Director Tenure and Retirement Policy

Because of the value the Board places on having directors who are knowledgeable about the Company and its operations, there have been no term limits established for directors. In connection with each director nomination recommendation, the Nominating and Corporate Governance Committee shall consider the issue of continuing director tenure.

Additionally, the Board has determined not to establish a mandatory retirement age for directors. Alternatively, in connection with the director nomination recommendations, the Nominating and Corporate Governance Committee and the Board will review each director’s continuation on the Board upon reaching the age of 73 and each year thereafter.

To ensure that directors may appropriately discharge their responsibilities, the Board has adopted the policy that any director (including a management director) who (i) has a significant change in business affiliation or position of principal employment or (ii) experiences a disabling health condition that, in each case, adversely affects his or her ability to perform the essential functions and responsibilities of a director will be expected to tender his or her resignation promptly to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, taking into consideration the effect of such change in employment on the director’s qualification to serve as one of the Company’s directors.

Election of Directors

In accordance with our Bylaws, the election of directors requires the approval of a plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative FOR votes will be elected as directors.

The Board believes that the plurality voting standard continues to be in the best interests of the Company and our stockholders.

Director Independence

Our Board is composed of a majority of independent directors in accordance with the NASDAQ listing requirements. All members of our Board, except Mr. Lipar, have been determined by the Board to be independent. In making this determination, the Board has affirmed that each of the independent directors meets the objective requirements for independence set forth by the NASDAQ listing requirements. The independent directors are Ryan Edone, Shailee Parikh, Bryan Sansbury, Maria Sharpe, Steven Smith, and Robert Vahradian. Mr. Lipar is not independent because he serves as our Chief Executive Officer.

The Independence Standards included in the NASDAQ listing requirements specify the criteria by which the independence of our directors is determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company, its management or its independent registered public accounting firm.

In evaluating and determining the independence of the directors, the Board considered that the Company may have certain relationships with its directors. Specifically, the Board considered that Mr. Smith is the uncle of Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board. The Board determined that this relationship does not impair Mr. Smith’s independence.

Code of Business Conduct and Ethics

We operate under a written Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon employment with us and annually thereafter, all employees are required to affirm in writing their receipt and review of the Code of Business Conduct and Ethics and their compliance with its provisions. In addition, we maintain policies that prohibit employee and director hedging of Company securities, including shares of our common stock.

The Code of Business Conduct and Ethics can be accessed under the “Investor Relations” and “Corporate Governance” links on our website at www.lgihomes.com. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K and NASDAQ rules regarding any amendment to, or waiver from, certain provisions of our Code of Business Conduct and Ethics by posting such information on our website.

Stockholder Engagement

Our executive management team actively engages in communications throughout the year with our investors and stockholders of all ownership levels. Generally, these communications involve participating in investor presentations and question and answer sessions at conferences, meeting with investors and stockholders one-on-one and in small groups, and responding to investor and stockholder letters, emails and telephone calls. Management’s discussions with stockholders and the investment community address numerous aspects of our business and matters of importance or concern to our stockholders. Observations, questions or comments from our stockholders are generally shared with the Board, so that the Board can then consider these matters as part of its oversight responsibilities.

Environmental, Social and Governance Matters

We are committed to developing, integrating and managing sustainable practices into every aspect of our business and believe that such practices are instrumental to our long-term success.

We build our homes with the goal of affordable sustainability for our customers. Our homes include modern energy-efficiency features like Low-E vinyl windows, programmable thermostats, LED lights, EnergyStar appliances and plumbing fixtures designed to reduce water waste. In 2024, nearly every home we closed featured Energy Star® appliances and WaterSense® fixtures.

LGI Homes is committed to being a people-focused organization and actively promotes a respectful and dignified workplace. We strive to uphold all applicable laws and regulations in the markets where we conduct business and pursue business relationships with external partners who share our commitment to lawful, ethical business conduct. We believe our commitments to hiring, training, safety and employee retention form the foundation of our people-focused culture.

As of December 31, 2024, we employed 1,170 people, of whom 98 were located at our corporate headquarters. Of our employees located outside our corporate headquarters, 689 were on-site sales and support personnel, and 383 were involved with acquisition and development, purchasing, and construction. We have built a diverse team of professionals with a wide range of industry experience across our markets. We are dedicated to supporting our employees when times are challenging. None of our employees are covered by collective bargaining agreements, and we have not experienced any strikes or work stoppages. We believe we have good relations with our employees. Our human capital resources objectives include, as applicable, identifying, recruiting, training, retaining, incentivizing and integrating our existing and additional employees. We offer our employees a wide array of company-paid benefits which we believe are competitive relative to others in our industry.

In 2016, we established the LGI Giving initiative as part of our commitment to give back to our communities. We are committed to improving and giving back to the communities we serve. In addition to ongoing charitable giving, once a year we close all of our offices nationwide for our Service Impact Day. During this annual service event, our focus turns away from sales and home closings as we dedicate the entire day to charitable giving and volunteerism. Every LGI employee spends the day contributing to the local community. From constructing fences and cleaning up parks, organizing food at the food bank, and volunteering at children's centers, we are committed to being a positive presence in the communities we build. Since 2016, we have contributed over $3.5 million in corporate, non-profit sponsorships, donated over 40,000 employee service hours and collaborated with over 100 non-profit organizations in an effort to make a meaningful impact in our local communities.

Our ESG practices are regularly monitored and reviewed by our Nominating and Corporate Governance Committee and our Board of Directors. The committee works closely with senior management to establish, manage and monitor ESG policies related to the interests of our employees, customers, trade partners, local communities and investors.

Complaint Procedures for Accounting, Internal Control, Auditing and Financial Matters

In accordance with SEC rules, the Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal control, auditing or financial matters (collectively, “Accounting Matters”) and (ii) the confidential, anonymous submission by employees of concerns regarding questionable Accounting Matters. The Audit Committee oversees treatment of complaints and concerns in this area. Additional information regarding our procedures for anonymous reporting can be found under the “Investor Relations” and “Corporate Governance” links on our website at www.lgihomes.com.

BOARD LEADERSHIP STRUCTURE AND BOARD’S ROLE IN RISK OVERSIGHT

Board Leadership Structure

With respect to the roles of the Chairman of our Board and Chief Executive Officer, our Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The Board believes that the combination or separation of these positions should continue to be considered as part of our succession planning process. Currently the roles are combined, with Mr. Lipar serving as our Chief Executive Officer and Chairman of the Board. Mr. Lipar’s extensive business knowledge, along with his demonstrated leadership capability through the growth of the Company, makes him highly qualified to continue to serve as our Chairman of the Board and our Chief Executive Officer.

Lead Independent Director

The Lead Independent Director coordinates the activities of the other non-employee directors and performs such other duties and functions as directed by our Board from time to time. The Lead Independent Director presides over all meetings of the independent directors. The Lead Independent Director has the authority to call meetings of the independent directors. Mr. Sansbury currently serves as our Lead Independent Director.

Role in Risk Oversight

The Board is responsible for overseeing our risk management process, but does not provide day-to-day risk management of the Company, which is the responsibility of our executive management team. The Board oversees the implementation of risk mitigation strategies by management to ensure such strategies focus on both general risk management and management of the Company’s most significant risks. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. In addition, each of the Board committees is responsible for risk management concerning its area of responsibility, consistent with its charter, and such other responsibilities as may be delegated to it by the Board from time to time.

The risk management process established and overseen by the Company’s executive management team includes centralized corporate review of the market, real estate, financial, and other risks associated with transactions and approval of funds disbursed.

Homebuilding Operations

Land and Lots. Our Acquisition Committee, consisting of our Chief Executive Officer, Chief Financial Officer, and Executive Vice President of Acquisitions and Development, is responsible for our allocation of capital and investment decisions for the acquisition and development of land and lots to support our homebuilding operations. New market expansion opportunities are discussed with the Board. We believe this process adequately manages our risks related to our land and lot acquisitions.

Homebuilding. Our philosophy is to build homes efficiently, leveraging our proprietary systems and processes, even-flow/continuous construction methodology, and offering a set number of floor plans in each community with standardized features. Our experienced local management teams oversee the construction process for the homes we build, with centralized corporate oversight for purchasing, budget variances, scheduling and overall community performance. On a monthly basis, the Board is informed of the monthly home closings by division. At each quarterly meeting, management reviews with the Board, the operating results and home closings by division and market, as well as new markets, new hires, training, and operational issues. We believe this analysis provides the Board with the appropriate information to provide sufficient oversight of our operating risks.

Financing and Liquidity

Our financing and liquidity positions may fluctuate due to changes in the homebuilding industry, our results of operations and home sales demand. The Board oversees financing and liquidity risk by regularly monitoring our financial and liquidity position to ensure we maintain the financial resources needed to fund our homebuilding operations, projected growth, and other financing and operating expenses. At each quarterly meeting, management reviews information related to the Company’s financial and liquidity position with the Board, which includes projected short- and long-term liquidity needs, availability under our revolving credit facility and other capital sources. We believe these procedures provide adequate risk oversight of financing and liquidity matters affecting the Company.

Financial Reporting, Internal Control and Regulatory Compliance

Audit Committee Risk Oversight. The Audit Committee provides risk oversight with respect to financial reporting, internal control over financial reporting and related regulatory compliance matters. Each quarter, our Audit Committee discusses with our independent registered public accounting firm its review of our interim financial information and, after our fiscal year-end, discusses its audit of our annual consolidated financial statements, including our procedures on internal control over financial reporting. Also, during the fiscal year, our Audit Committee meets in private session (without the presence of management) with our independent registered public accounting firm to discuss any matters related to the audit of our annual consolidated financial statements and our internal control over financial reporting.

Compensation Risk Oversight. The Compensation Committee provides risk oversight with respect to compensation of the Company’s employees, including the NEOs and other key officers. We believe we have established a short- and long-term compensation program that properly incentivizes desired performance and mitigates inappropriate risk-taking.

Succession Planning

The Board is responsible for determining a succession plan for the Chief Executive Officer in the event of an emergency or otherwise. The Nominating and Corporate Governance Committee has been delegated the responsibility to identify and evaluate potential successors, and to report to the Board from time to time on its activities.

BOARD AND COMMITTEE MEETINGS

Board Meetings

During 2024, our Board met five times, including telephonic meetings, and acted once by unanimous consent. In 2024, all directors attended 100% of the meetings of the Board and the committees on which they served. Our Corporate Governance Guidelines state that Board members are invited and generally expected to attend our annual meeting of stockholders. All of our directors attended the 2024 annual meeting of stockholders.

Board Committees

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees reports to the Board as it deems appropriate and as the Board may request. The Board has adopted written charters for each of the committees. From time to time, special committees may be established under the direction of our Board when necessary to address specific issues. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this Proxy Statement.

The table below sets forth the membership of the Board and its standing committees as of the date of this Proxy Statement and the number of meetings held during 2024.

Director Name

Board of Directors

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Ryan Edone*

Chair

Eric Lipar**

Chair

Shailee Parikh*

Bryan Sansbury***

Maria Sharpe

Chair

Steven Smith

Chair

Robert Vahradian

Number of 2024 meetings

* Financial Expert ** Non-independent Director *** Lead Independent Director

The independent directors meet in regularly scheduled executive sessions without management. Mr. Sansbury, as the Lead Independent Director, presides over all executive sessions at which he is present.

Agendas and topics for Board and committee meetings are developed through discussions among management and members of the Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance, risk and compliance matters applicable to us.

Audit Committee

Our Audit Committee consists of Mr. Edone, who serves as chair of the committee, Ms. Parikh and Mr. Smith. The Board has determined that the members of the Audit Committee are independent for purposes of serving on such committee under the NASDAQ listing standards and applicable federal law, including Rule

10A-3 promulgated under the Exchange Act. In addition, the Board has determined that each current member of the Audit Committee meets the NASDAQ listing standards and that both Mr. Edone and Ms. Parikh qualify as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

The Audit Committee operates pursuant to an Audit Committee Charter, which was approved and adopted by the Board and is posted under the “Investor Relations” and “Corporate Governance” links on the Company’s website at www.lgihomes.com. The duties and responsibilities of the Audit Committee are set forth in its Charter. The Audit Committee’s primary purposes are to:

•assist the Board in fulfilling its oversight responsibilities relating to the:

◦integrity of the Company’s financial statements;

◦Company’s compliance with legal and regulatory requirements;

◦qualifications and independence of the Company’s independent registered public accounting firm;

◦performance of the Company’s independent registered public accounting firm; and

◦review and approval of related-person transactions; and

•prepare an Audit Committee report to be included in the Company’s annual proxy statement.

Further discussion regarding the Audit Committee’s processes and procedures regarding the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024 and other matters are discussed in the Audit Committee Report in this Proxy Statement. During 2024, all of the Audit Committee’s meetings were attended by representatives of Ernst & Young, our independent registered public accounting firm.

Compensation Committee

Our Compensation Committee consists of Ms. Sharpe, who serves as chair of the committee, and Mr. Sansbury. Each of the members of our Compensation Committee is an independent director under the NASDAQ listing standards, qualifies as an “outside director” in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee Charter has been posted under the “Investor Relations” and “Corporate Governance” links on the Company’s website at www.lgihomes.com. The Charter provides that the Compensation Committee shall assist the Board in discharging its responsibility to our stockholders with respect to the following:

•establishing the Company’s compensation programs and compensation of the Company’s executive officers;

•monitoring incentive and equity-based compensation plans;

•reviewing and approving director compensation; and

•monitoring director and executive officer compliance with the stock ownership guidelines.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. Smith, who serves as chair of the committee, Mr. Sansbury and Mr. Vahradian. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the NASDAQ listing standards.

The Nominating and Corporate Governance Committee Charter has been posted under the “Investor Relations” and “Corporate Governance” links on the Company’s website at www.lgihomes.com. The Nominating and Corporate Governance Committee’s primary purpose is to provide assistance to the Board in fulfilling its responsibility to our stockholders by:

•identifying individuals qualified to become directors consistent with criteria approved by the Board and recommending to the Board the qualified candidates for directorships to be filled by the Board or by our stockholders;

•overseeing the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently;

•developing and recommending to the Board a set of corporate governance guidelines and principles;

•overseeing the evaluation of the Board and its committees; and

•reviewing the disclosure regarding corporate governance and the operation of the committee included in our proxy statements.

NON-EMPLOYEE DIRECTOR COMPENSATION

The Compensation Committee is responsible for evaluating and approving compensation for our non-employee directors. Our non-employee directors received compensation for 2024 director services, which included the following:

•$75,000 annual cash retainer, payable quarterly;

•Additional annual cash retainer payable quarterly:

◦$25,000 for the Lead Independent Director;

◦$20,000 for the Audit Committee Chair and Compensation Committee Chair;

◦$15,000 for the Nominating and Corporate Governance Committee Chair;

•$155,000 grant of restricted stock units (“RSUs”); and

•reimbursement for reasonable out-of-pocket expenses incurred for travel in connection with attendance in-person at Board or committee meetings.

The number of the RSUs granted is determined based on the grant award amount and the closing stock price of our common stock on the date of grant, rounded up to the next whole share as no fractional shares are issued, with one-year cliff vesting. The RSUs granted to non-employee directors for director services for 2025 were awarded on December 15, 2024.

The following table contains information with respect to 2024 compensation awarded to or earned by our non-employee directors. Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board, received no additional compensation for serving on the Board, and his 2024 compensation is disclosed under “Executive Compensation” below.


Name	Fees Earned or Paid in Cash		Stock Awards (1)(2)(3)		All Other Compensation		Total
Ryan Edone	$	95,000	$	155,067	$	—	$	250,067
Shailee Parikh	$	75,000	$	155,067	$	—	$	230,067
Bryan Sansbury	$	100,000	$	155,067	$	—	$	255,067
Maria Sharpe	$	95,000	$	155,067	$	—	$	250,067
Steven Smith	$	90,000	$	155,067	$	—	$	245,067
Robert Vahradian	$	75,000	$	155,067	$	—	$	230,067

(1)The amounts shown reflect the grant date fair value of RSUs granted in 2024 for director services for 2025, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Note 9, “Stock-Based Compensation” to our consolidated financial statements included in our 2024 Annual Report, regarding assumptions underlying valuations of equity awards.

(2)On December 15, 2023, each non-employee director was granted 1,221 RSUs, valued at approximately $155,000 on the date of grant, for director services for 2024. On December 15, 2024, each non-employee director was granted 1,553 RSUs, valued at approximately $155,000 on the date of grant, for director services for 2025. The grants are subject to cliff vesting and become fully vested upon the earlier of (i) the first anniversary of the grant date, (ii) the director’s disability; (iii) the director’s death; or (vi) immediately prior to the closing of a change in control of the Company, as defined in the Amended and Restated LGI Homes, Inc. 2013 Equity Incentive Plan (the “2013 Incentive Plan”).

(3)As of December 31, 2024, Messrs. Edone, Sansbury, Smith, and Vahradian and Mses. Parikh and Sharpe each had 1,553 unvested RSUs.

STOCK OWNERSHIP POLICY FOR NON-EMPLOYEE DIRECTORS

In order to evidence the financial alignment of the Company’s directors with the interest of the Company’s stockholders, the Board has established a stock ownership policy for non-employee directors. Under these guidelines, each director is required to own shares of our common stock that have a fair market value (determined as of each annual meeting of the Company’s stockholders) equal to five times (5x) the annual cash retainer paid to the applicable independent director, and each director shall have five (5) years from his or her initial appointment or election to the Board within which to satisfy the foregoing stock ownership policy. The annual cash retainer amount as of December 31, 2024 is $75,000, which results in a director share ownership requirement of approximately 3,531 shares of our common stock determined as of December 31, 2024, based on average of the monthly closing stock prices of $106.21, for the preceding calendar year. As of December 31, 2024, each non-employee director was in compliance with the policy.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers serves, or in the past has served, as a member of the Board or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our Compensation Committee. None of the members of our Compensation Committee is, or has ever been, an officer or employee of the Company.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Family Relationships

Mr. Steven Smith, one of our directors, is the uncle of Mr. Eric Lipar, our Chief Executive Officer and Chairman of the Board. Mr. Eric Lipar and Mr. Jack Lipar, our Executive Vice President of Acquisitions, are cousins. There are no other familial relationships among our executive officers and directors.

Mr. Greg Smith, who is Mr. Eric Lipar’s uncle and Mr. Steven Smith’s brother, joined the Company with extensive homebuilding experience in June 2016 and was an employee in a construction management role for one of the Company’s business areas until his retirement as of December 31, 2024. Mr. Greg Smith’s compensation for 2024 exceeded $120,000. The Audit Committee, with Mr. Steven Smith abstaining, approved Mr. Greg Smith’s 2024 compensation.

Review and Approval of Transactions with Related Persons

The Board has adopted a Related Party Transactions Policy, which requires that each director and executive officer promptly advise the chairman of the Audit Committee of any Related Person Transaction, as defined therein, of which he or she becomes aware in which the Company is to be a participant, the amount involved exceeds $120,000 and the applicable Related Person had or will have a direct or indirect material interest, and all material facts with respect thereto. The Related Party Transactions Policy defines “Related Person” as (i) an executive officer or director of the Company or a nominee for director of the Company, (ii) a beneficial owner of more than 5% of any class of voting securities of the Company or (iii) an Immediate Family Member (as defined in the policy) of any person identified in clauses (i) or (ii). The Audit Committee (or, if determined by the Audit Committee as advisable, the disinterested members of the Board) shall then consider such Related Person Transaction for approval or ratification.

In considering whether to approve or ratify any Related Person Transaction, the Audit Committee or the disinterested members of the Board, as the case may be, shall consider all factors that are relevant to the Related Person Transaction, including, without limitation, the following:

•the size of the transaction and the amount payable to a Related Person;

•the nature of the interest of the Related Person in the transaction;

•whether the transaction may involve a conflict of interest; and

•whether the transaction involves the purchase or sale of assets or the provision of goods or services to the Company and if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties.

The policy supplements the conflict of interest provisions in our Code of Business Conduct and Ethics.

Related Party Transactions

Land Purchases from Affiliates

We did not enter into or complete any related party transactions during the years ended December 31, 2024 and 2023.

Participation in Captive Group Insurance Program

In 2016, the Company placed its worker’s compensation and auto insurance policies with Archway, a captive insurance company with more than 250 members. Mr. Edone is a member of the Board of Directors of Archway and was the President of the Archway Board of Directors from September 2016 to September 2018. Scott Garber, the Company’s General Counsel and Corporate Secretary, is currently Vice President of the Archway Board of Directors. As of December 31, 2024, the Company has approximately $36,000 in Archway stock and $591,067 in security collateral. During 2024, the Company paid approximately $406,634 representing premium and expenses for the policy year ended February 28, 2025.

CONTACTING THE BOARD

Any stockholder or any other interested party who wishes to communicate directly with (i) our Board, (ii) the non-management directors as a group or (iii) the Lead Independent Director, may do so by corresponding with the Lead Independent Director at the following address: Lead Independent Director, LGI Homes, Inc., 1450 Lake Robbins Drive, Suite 430, The Woodlands, Texas 77380, Attn: Corporate Secretary. The Company will forward any such communication to the intended recipients, unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal or similarly inappropriate.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of February 28, 2025, by (i) each of our directors and executive officers, individually and as a group, and (ii) each person known to our management to be the beneficial owner of more than 5% of the outstanding shares of our common stock.


	Shares Beneficially
Name and Address of Beneficial Owner (1)	Owned	Percent
5% Stockholders:
BlackRock, Inc. (2)	3,377,590	14.4	%
The Vanguard Group(3)	2,200,611	9.4	%
Dimensional Fund Advisors LP (4)	1,443,055	6.2	%
Wasatch Advisors LP(5)	1,328,778	5.7	%
Directors and Executive Officers(6):
Eric Lipar (7)	2,308,859	9.9	%
Michael Snider (8)	196,716	*
Charles Merdian (9)	143,346	*
Scott Garber (10)	11,577	*
Bryan Sansbury (11)	111,217	*
Ryan Edone (12)	38,389	*
Shailee Parikh	4,016	*
Maria Sharpe	5,016	*
Steven Smith	20,494	*
Robert Vahradian	22,520	*
All executive officers and directors as a group
(10 persons)	2,862,150	12.3	%

*Represents less than 1% of the number of shares of our common stock outstanding.

(1)Beneficial ownership is determined in accordance with SEC rules. The percentage of shares beneficially owned is based on 23,397,074 shares of our common stock outstanding as of February 28, 2025.

(2)Based solely on Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc. (“BlackRock”) reflecting beneficial ownership as of December 31, 2023. BlackRock reported sole voting power for 3,333,047 shares of our common stock and sole dispositive power for 3,377,590 shares of our common stock, and of these shares, no shared voting power and no shared dispositive power. The address of BlackRock’s principal business office is 50 Hudson Yards, New York, New York 10001.

(3)Based solely on Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”) reflecting beneficial ownership as of December 29, 2023. Vanguard reported shared voting power for 15,504 shares of our common stock, sole dispositive power for 2,163,525 shares of our common stock and shared dispositive power for 37,086 shares of our common stock. The address of Vanguard’s principal business office is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(4)Based solely on Schedule 13G filed with the SEC on February 9, 2024 by Dimensional Fund Advisors LP (“Dimensional”) reflecting beneficial ownership as of December 29, 2023. Dimensional reported sole voting power for 1,422,311 shares of our common stock and sole dispositive power for 1,443,055 shares of our common stock, and of these shares, no shared voting power and no shared dispositive power. The address of Dimensional’s principal business office is 6300 Bee Cave Road, Building One, Austin, Texas 78746.

(5)Based solely on Schedule 13G/A filed with the SEC on February 9, 2024 by Wasatch Advisors, Inc. for Wasatch Advisors LP (“Wasatch”) reflecting beneficial ownership as of December 31, 2023. Wasatch reported sole voting power for 1,328,778 shares of our common stock and sole dispositive power for 1,328,778 shares of our common

stock, and of these shares, no shared voting power and no shared dispositive power. The address of Wasatch’s principal business office is 505 Wakara Way, Salt Lake City, Utah 84108.

(6)The RSUs and performance-based restricted stock units (“PSUs”) held by the directors and executive officers that are outstanding and vest within 60 days of February 28, 2025 are deemed outstanding for the purposes of computing the percentage of shares of our common stock owned by such person or group, but are not deemed to be outstanding for the purpose of computing the percentage of shares of our common stock owned by any other person or group.

(7)Includes 1,663,007 shares held by EDSS Holdings, LP, whose general partner is an entity wholly-owned by Mr. Eric Lipar; 23,244 shares and 175 shares held by LGI Fund II GP, LLC and LGI Fund III GP, LLC, respectively, whose sole owner is Mr. Lipar; and 6,977 shares and 0 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2025, within 60 days of February 28, 2025. Also includes 17,326 shares owned by Mr. Eric Lipar’s spouse. Mr. Lipar has pledged 605,206 shares of our common stock in connection with a line of credit with a financial institution which had approximately $4,091,255 outstanding as of February 28, 2025.

(8)Includes 2,210 shares and 0 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2025, within 60 days of February 28, 2025. Also includes 4,227 shares owned by Mr. Snider’s spouse. Does not include shares of our common stock to be acquired in connection with the ESPP (defined below) quarterly purchase period ending March 31, 2025.

(9)Includes 2,021 shares and 0 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2025, within 60 days of February 28, 2025. Does not include shares of our common stock to be acquired in connection with the ESPP quarterly purchase period ending March 31, 2025.

(10)Includes 758 shares and 0 shares of our common stock to be issued in connection with outstanding RSUs and the settlement of the PSUs, respectively, which vested on March 8, 2025, within 60 days of February 28, 2025. Does not include shares of our common stock to be acquired in connection with the ESPP quarterly purchase period ending March 31, 2025.

(11)Includes 600 shares of our common stock owned by trusts on behalf of Mr. Sansbury’s children.

(12)Includes 1,400 shares of our common stock owned by trusts on behalf of Mr. Edone’s children. Also includes 7,500 shares of our common stock owned by the James Larry Cook Children’s Trust, of which Mr. Edone disclaims beneficial ownership.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. These officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. Based solely on a review of copies of Forms 3, 4 or 5 filed by the Company on behalf of its directors and officers or otherwise provided to the Company, the Company believes that during and with respect to the year ended December 31, 2024, its officers, directors and greater than 10% stockholders complied with the applicable Section 16(a) filing requirements, except that, due to a clerical oversight, a Form 4 for each of Ryan Edone, Shailee Parikh, Maria Sharpe, Bryan Sansbury, Steven Smith, Robert Vahradian, Michael Snider, Charles Merdian, and Scott Garber reporting the acquisition of granted RSUs was filed late on December 19, 2024.

ANTI-HEDGING AND INSIDER TRADING POLICY

The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by our directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any NASDAQ listing standards applicable to us. Our Insider Trading Policy prohibits our directors, officers and employees from purchasing or selling the Company’s securities while in possession of material, nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. Our directors, officers, and employees may not use any strategies or products (such as derivative securities or short-selling techniques) to hedge against the potential decrease of any of our securities or enter into any form of hedging or monetization transaction involving any of our securities. Securities are defined in our Insider

Trading Policy to include shares of our common stock, performance-based stock units, restricted stock units, debt securities, and any other type of securities or equity interests that the Company may issue. However, under our Insider Trading Policy, our directors, officers and employees can pledge shares of our common stock as collateral for a loan if the director, officer or employee obtains pre-clearance from the designated compliance officer. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to the 2024 Annual Report. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable NASDAQ listing standards.

EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth the information as of December 31, 2024 for our equity compensation plans approved by our stockholders:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Amended and Restated 2013 Equity Incentive Plan	391,723	$	—	889,241
Employee Stock Purchase Plan	—	$	—	51,921

A total of 2,680,172 shares of our common stock have been reserved for issuance under the 2013 Incentive Plan. The 2013 Incentive Plan was approved by the Company’s stockholders at the Company’s 2017 Annual Meeting of Stockholders in May 2017. There were 194,953 RSUs outstanding at December 31, 2024, issued at a $0.00 exercise price. At December 31, 2024, there were 196,770 target PSUs outstanding that have been granted to certain members of management at a $0.00 exercise price. The number of shares of our common stock underlying the PSUs that will be issued to the recipient may range from 0% to 200% of the base award depending on actual performance metrics as compared to the target performance metrics. See Note 9, “Stock-Based Compensation” to our consolidated financial statements included in our 2024 Annual Report for a description of the 2013 Incentive Plan.

A total of 500,000 shares of our common stock have been reserved for issuance under the LGI Homes, Inc. 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for employees to make quarterly elections for payroll withholdings to purchase shares of our common stock at a 15% discount from the closing price on the purchase date, which is the last business day of each calendar quarter. See Note 9, “Stock-Based Compensation” to our consolidated financial statements included in our 2024 Annual Report for a description of the ESPP.

The executive officers, vice presidents, directors and certain other personnel are eligible to receive annual bonuses and equity compensation under the 2013 Incentive Plan and the Company’s Annual Bonus Plan. RSU grants to our employees generally provide for three-year cliff vesting, aligned with our commitment to building employee loyalty and long-term value for our stockholders. Our construction personnel are eligible to receive bonuses and our sales personnel are eligible to receive commission and bonuses based on achieving pre-established home closing volumes. Our non-sales employees are also eligible to receive an annual bonus based on loyalty and if the Company or their location achieves pre-established home closing volumes.

EXECUTIVE OFFICERS

Set forth below is information regarding the Company’s current executive officers who are not also directors. Information concerning Eric Lipar, our Chief Executive Officer and Chairman of the Board, may be found above in the section entitled “Proposal 1—Election of Directors.”

Name

Age

Position

Eric Lipar

Chief Executive Officer and Chairman of the Board

Michael Snider

President and Chief Operating Officer

Charles Merdian

Chief Financial Officer and Treasurer

Scott Garber

SEC Form DEF 14A filed by LGI Homes Inc.