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Forestar (NYSE: FOR) COO exercises RSUs and withholds 887 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Forestar Group Inc. Chief Operating Officer Mark Stephen Walker exercised equity awards and settled related taxes through share withholding. On March 28, 2026, he converted 1,991 restricted stock units into 1,991 shares of common stock, reflecting an exercise or conversion of derivative securities under his compensation plan.

To cover withholding tax obligations on the vested shares, 887 common shares were surrendered to the issuer at a price of $24.81 per share, a non-market, tax-related disposition rather than an open-market sale. After these transactions, he directly holds 25,286 shares of common stock and 5,971 restricted stock units. A prior grant on March 28, 2024 consisted of 9,953 restricted stock units scheduled to vest in five annual installments beginning March 28, 2025.

Positive

  • None.

Negative

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Insider Walker Mark Stephen
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 1,991 $0.00 --
Exercise Common Stock 1,991 $0.00 --
Tax Withholding Common Stock 887 $24.81 $22K
Holdings After Transaction: Restricted Stock Unit — 5,971 shares (Direct); Common Stock — 26,173 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of FOR common stock upon vesting. These shares are surrendered to issuer to cover withholding tax obligations of the shares vested on March 28, 2026. On March 28, 2024, the reporting person was granted 9,953 restricted stock units, vesting in five annual installments beginning March 28, 2025.
RSUs exercised 1,991 units/shares Restricted stock units converted to common stock on March 28, 2026
Shares withheld for taxes 887 shares Surrendered to issuer to cover withholding tax obligations
Withholding price $24.81 per share Value used for tax-withholding share surrender
Common shares after transaction 25,286 shares Direct holdings of common stock following March 28, 2026 transactions
RSUs remaining after transaction 5,971 units Restricted stock units held after 1,991-unit conversion
Original RSU grant 9,953 units Restricted stock units granted on March 28, 2024
Vesting schedule Five annual installments For 9,953 RSUs beginning March 28, 2025
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share of FOR common stock upon vesting."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
withholding tax obligations financial
"These shares are surrendered to issuer to cover withholding tax obligations of the shares vested on March 28, 2026."
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
vesting financial
"On March 28, 2024, the reporting person was granted 9,953 restricted stock units, vesting in five annual installments beginning March 28, 2025."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Walker Mark Stephen

(Last)(First)(Middle)
2221 E. LAMAR BLVD.
SUITE 790

(Street)
ARLINGTON TEXAS 76006

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Forestar Group Inc. [ FOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/28/2026M1,991A$0(1)26,173D
Common Stock03/28/2026F887(2)D$24.8125,286D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)03/28/2026M1,991 (3) (3)Common Stock1,991$05,971D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of FOR common stock upon vesting.
2. These shares are surrendered to issuer to cover withholding tax obligations of the shares vested on March 28, 2026.
3. On March 28, 2024, the reporting person was granted 9,953 restricted stock units, vesting in five annual installments beginning March 28, 2025.
Remarks:
/s/ James D. Allen, Attorney-in-fact for Mark Stephen Walker03/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Forestar Group (FOR) COO Mark Stephen Walker report?

Mark Stephen Walker exercised 1,991 restricted stock units into common shares and had 887 shares withheld to cover taxes. These moves reflect routine equity compensation activity, not an open-market buy or sell decision, and adjust his direct ownership position in Forestar Group.

How many Forestar Group (FOR) shares does the COO own after this Form 4 filing?

After the reported transactions, Mark Stephen Walker directly holds 25,286 shares of Forestar Group common stock. He also holds 5,971 restricted stock units, which represent contingent rights to receive additional shares upon future vesting events under his existing equity award agreement.

What was the size of the restricted stock unit exercise reported by Forestar Group (FOR)?

The filing shows an exercise or conversion of 1,991 restricted stock units into 1,991 shares of common stock. Each unit represents a contingent right to receive one share upon vesting, consistent with the company’s executive equity compensation structure for senior leadership.

Were any Forestar Group (FOR) shares sold on the open market in this Form 4?

No open-market sales are disclosed. The 887 shares of common stock were surrendered to the issuer at $24.81 per share solely to cover withholding tax obligations tied to vesting, a standard non-market tax-settlement mechanism rather than a discretionary sale into the market.

What does the tax withholding transaction mean in the Forestar Group (FOR) Form 4?

The tax withholding transaction reflects 887 shares delivered back to the company at $24.81 per share to satisfy tax liabilities from vesting. This is a common administrative step in equity awards and does not indicate a change in the executive’s view of Forestar Group’s stock.

What earlier equity grant to Forestar Group (FOR) COO is referenced in the footnotes?

A prior grant dated March 28, 2024 awarded 9,953 restricted stock units to Mark Stephen Walker. These units vest in five equal annual installments beginning March 28, 2025, providing a multi-year equity incentive aligned with his ongoing service at Forestar Group.
Forestar Group Inc

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