Related Party Transactions

3 Months Ended

Mar. 31, 2026

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

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

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

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

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

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

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


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

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

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

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

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

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

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

SEKISUI HOUSE U.S., INC. 10-Q