The 2014 Omnibus Equity Incentive Plan and the 2024 Omnibus Incentive Plan, are administered by the Board and allow for the grant of stock awards (“SAs”), restricted stock awards (“RSAs”), performance restricted stock units (“PRSUs”), restricted stock units (“RSUs”), stock options and other stock based awards.

On June 11, 2024, the Green Brick Partners, Inc. 2024 Omnibus Incentive Plan (the “2024 Equity Plan”) was approved by the stockholders of the Company. As of June 11, 2024, no further awards may be made under the 2014 Omnibus Equity Incentive Plan.

The purpose of the 2024 Equity Plan is to attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The 2024 Equity Plan will terminate automatically on the tenth anniversary of the date it became effective. No awards will be granted under the 2024 Equity Plan after that date, but awards granted prior to that date may extend beyond that date.

Under the 2024 Equity Plan, awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, SAs, RSAs, PRSUs, other share-based awards and performance compensation awards, may be granted. The maximum number of shares of the Company’s common stock that are authorized and reserved for issuance under the 2024 Equity Plan is 2,750,000 shares plus any shares of Common Stock remaining available for future awards under the 2014 Omnibus Equity Incentive Plan on the date the 2024 Plan was approved by the Company’s shareholders, subject to adjustment for certain corporate events or changes in the Company’s capital structure.

In general, the Company’s employees or those reasonably expected to become the Company’s employees, consultants and directors, are eligible for awards under the 2024 Equity Plan, provided that incentive stock options may be granted only to employees. The Company has six non-employee directors and approximately 620 employees (including employees of our builders) who are eligible to receive awards under the 2024 Equity Plan. Written agreements between the Company and each participant evidence the terms of each award granted under the 2024 Equity Plan.

If any award under the 2024 Equity Plan expires or otherwise terminates, in whole or in part, without having been exercised in full, the common stock withheld from issuance under that award will become available for future issuance under the plan. If shares issued under the 2024 Equity Plan are reacquired by the Company pursuant to the terms of any forfeiture provision, those shares will become available for future awards under the plan. Awards that can only be settled in cash will not be treated as shares of common stock granted for purposes of the 2024 Equity Plan. As of December 31, 2025, 3,309,744 shares remain available for future grant of awards under the 2024 Equity Plan.

During the years ended December 31, 2025, 2024 and 2023 the Company granted SAs, RSUs, and PRSUs to executive officers (“EOs”), RSAs to employees and non-employee members of the Board, and PRSUs to employees.

The SAs granted to EOs were 100% vested and non-forfeitable on the grant date. During the years ended December 31, 2025, 2024 and 2023, the Company withheld 52,600; 46,386, and 59,857 shares, respectively, of common stock from EOs, at a total cost of $3.1 million, $2.2 million, and $2.0 million, for the respective periods, to satisfy statutory minimum tax requirements upon grant of the awards. No stock options were exercised during the years ended December 31, 2025. During the year ended December 31, 2024, the Company withheld 238,961 shares of common stock at a total cost of $12.9 million to cover the option exercise price and the minimum statutory tax withholding obligation for stock options exercised. No stock options were exercised during the year ended December 31, 2023.

The RSAs granted to the Board will become fully vested on the earlier of (i) the first anniversary of the date of grant of the shares of restricted common stock or (ii) the date of the Company’s 2026 Annual Meeting of Stockholders. Some members of the Board elected to defer up to 100% of their annual retainer fee in the form of common stock.

Our employee RSAs and RSUs consist of shares of common stock that are subject to continued employment with the Company through the applicable vesting dates. The RSAs and PRSUs generally have a two-year and three-year cliff vesting period, respectively.

During the year ended December 31, 2025, the Company granted RSUs and PRSUs to executive officers under its Long Term Incentive Plan (“LTIP”). The RSUs vest equally on the first, second and third anniversary of the grant date. The PSUs are earned based on the Company’s performance on certain metrics for their respective performance periods and have different vesting terms.

The fair value of all share awards were recorded as share-based compensation expense on the grant date and over the vesting period, respectively. LTIP awards also included PSUs that are tied to the Company’s Total Shareholder Return, the fair value of these awards was calculated using a Monte Carlo simulation model.

A summary of share-based awards activity during the years ended December 31, 2025, 2024 and 2023 is as follows:


	Number of Shares (in thousands)	Weighted Average Grant Date Fair Value per Share
Unvested, December 31, 2022	38	$	23.94
Granted	185	$	33.21
Vested	(129)	$	31.18
Forfeited	2	$	32.88
Unvested, December 31, 2023	92	$	33.56
Granted	187	$	53.05
Vested	(152)	$	46.52
Forfeited	(2)	$	42.65
Unvested, December 31, 2024	125	$	46.84

Share-based compensation expense was $12.3 million, $8.4 million and $6.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. There have been no modifications to valuation methodologies or methods during the years ended December 31, 2025, 2024, or 2023.

As of December 31, 2025, the estimated total remaining unamortized share-based compensation expense related to unvested RSAs and PRUSs, net of forfeitures, was $8.6 million which is expected to be recognized over a weighted-average period of 1.6 years. The total fair value of RSAs vested during the years ended December 31, 2025, 2024 and 2023 was $9.3 million, $7.1 million and $4.0 million, respectively.