UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

______________________________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7 27, 2023

______________________________

Forestar Group Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33662

26-1336998

~~001-33662~~

~~26-1336998~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006

(Address of principal executive offices)

(817) 769-1860

(Registrant’s telephone number, including area code)

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $1.00 per share

FOR

New York Stock Exchange

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol

Name of Each Exchange

on Which Registered

Common Stock, par value $1.00 per share

FOR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Item 25.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

On November 728, 2023, Forestar Group Inc. ~~issued~~(“the aCompany”) ~~press~~announced ~~release~~the ~~announcing~~upcoming ~~its~~retirement ~~results~~of ~~and~~Daniel ~~related~~C. ~~information~~Bartok, ~~for~~President ~~its~~and ~~fourth~~Chief ~~quarter~~Executive ~~and~~Officer, ~~fiscal~~effective ~~year~~January 1, ~~ended~~2024. ~~September~~On November 3027, 2023., Athe ~~copy~~Board of ~~the~~Directors ~~press~~appointed ~~release~~Anthony isW. ~~attached~~Oxley, ~~hereto~~age 59, as ~~Exhibit~~President ~~99.1~~ and isChief ~~incorporated~~Executive byOfficer, ~~reference~~effective inJanuary 1, ~~its~~2024. ~~entirety~~Mr. Oxley ~~into~~will ~~this~~serve ~~Item 2~~as the Company’s Principal Executive Officer.~~02.~~

~~The~~Mr. Oxley ~~information~~will ~~furnished~~join inthe ~~this~~Company ~~Item 2~~from D.02R. ~~shall~~Horton, ~~not~~Inc. ~~be deemed~~ (“~~filed~~D.R. Horton”), ~~for~~where ~~purposes~~he ofcurrently ~~Section~~serves as Senior Vice President – Business Development. Mr. 18Oxley ofhas ~~the~~held ~~Securities~~various ~~Exchange~~roles ~~Act~~over his 25-year tenure at D.R. Horton and has been active in all aspects of ~~1934~~land acquisition, land development, homebuilding and day-to-day division operations. He has served as ~~amended~~Division President in several large markets including Atlanta and Nashville, orand ~~otherwise~~his ~~subject~~corporate toresponsibilities over the ~~liabilities~~past ofdecade ~~that~~include ~~section~~serving as Regional Operations Manager, ~~nor~~National ~~shall~~Director ~~such~~of ~~information~~REO beAcquisitions ~~deemed~~and ~~incorporated~~Regional byAcquisitions ~~reference~~Manager. inIn ~~any~~Mr. Oxley’s ~~filing~~current ~~under~~role ~~the~~as ~~Securities~~D.R. ~~Act~~Horton’s ofSenior ~~1933~~Vice President – Business Development, ashe ~~amended~~oversees all M&A activity and new market opportunities for start-up divisions, ~~except~~in asaddition ~~shall~~to bebeing ~~expressly~~integrally ~~set~~involved ~~forth~~in byD.R. ~~specific~~Horton’s ~~reference~~relationships in ~~such~~strategic ~~filing~~land banking and land development. Mr. Oxley is also responsible for D.R. Horton’s property, technology and innovation investments.

Mr. Oxley holds a Bachelor’s degree from the University of Northern Iowa and a Juris Doctorate from Emory University. Prior to joining D.R. Horton in 1998, he was a partner in the law firm of Hyatt & Stubblefield, P.C. in Atlanta.

Mr. Oxley is expected to be a “named executive officer” in the Company’s proxy statement for the Company’s fiscal year 2024 and will be a Section 16 reporting person.

Mr. Oxley does not have a family relationship with any of the Company’s officers or directors and has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Compensation Committee of the Board of Directors of the Company approved compensation for Mr. Oxley consisting of an annual base salary of $420,000. Additional compensation will be considered for Mr. Oxley by the Compensation Committee of the Board at a later date. The Company intends to enter into its standard officer indemnification agreement with Mr. Oxley, effective January 1, 2024.

Mr. Bartok is expected to support the Company in a consulting role for an extended period of time. The Compensation Committee of the Board will review compensation for such consulting role in the coming weeks.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits	~~Exhibits~~
	99.1	~~99.1~~	Press Release dated November 28, 2023 announcing the retirement of Daniel C. Bartok and naming Anthony W. Oxley as CEO.	~~Press Release dated November 7, 2023 related to the Company's results and related information for the fourth quarter and fiscal year ended September 30, 2023.~~
	104	~~104~~	Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).	~~Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).~~

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Forestar Group Inc.

~~Forestar Group Inc.~~

Date:

November 7, 2023

By:

/S/ JAMES D. ALLEN

Date: November 28, 2023

By:

/s/ ASHLEY DAGLEY

James D. Allen

Ashley Dagley

Executive Vice President and

Senior Vice President and Corporate Secretary

Chief Financial Officer

Filing Compare · Forestar Group Inc.