As filed with the Securities and Exchange Commission on February 22, 2012October 1, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORESTAR GROUP INC.

*And the Subsidiary Guarantor listed below

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)

Forestar Group Inc.

The Commission is requested to mail copies of all orders, notices and communications to:

6300 Bee Cave Road, Building Two,Robyn E. Zolman

Gibson, Dunn & Crutcher LLP

1801 California Street, Suite 5004200

Austin, Texas 78746Denver, Colorado 80202-2641

(303) (512) 433-5200298-5700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

David M. Grimm, Esq.

Chief Administrative Officer, General Counsel and Secretary

Forestar Group Inc.

6300 Bee Cave Road, Building Two, Suite 500

Austin, Texas 78746

(512) 433-5200

(512) 433-5203 (facsimile)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,Approximate date of Agent for Service)

COPY TO:commencement of proposed sale to the public:

Michael J. Zeidel, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

(212) 735-2000 (facsimile)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement.registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The information in this prospectus is not complete and may be changed. We and the selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission isbecomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUSSUBJECT TO COMPLETION, DATED OCTOBER 1, 2021

PROSPECTUS

Forestar Group Inc.

FORESTAR GROUP INC.Up to $750,000,000

COMMON STOCKPreferred Stock

PREFERRED STOCKCommon Stock

DEBT SECURITIESWarrants

GUARANTEES OF DEBT SECURITIESand

WARRANTS15,000,000 Shares of Common Stock

Offered by D.R. Horton, Inc.

We may offer and sell, from time to time in one or more offerings, any combination of the securities described in this prospectus having an aggregate initial offering price not exceeding $250,000,000$750,000,000 on terms to be determined at the time of the offering. In addition, D.R. Horton, Inc. (“D.R. Horton” or the “selling stockholder”) may also offer and sell, from time to time in one or more offerings, up to 15,000,000 shares of our common stock on terms to be determined at the time of offering. The following are typesWe will not receive any of securities we may offer and sell:

Preferred stock purchase rights may be attached to shares of our common stock. This prospectus describes some of the general terms thatof the securities we or the selling stockholder may applyoffer and the general manner in which they may be offered. Each time we sell securities described herein, and in certain cases where the selling stockholder sells securities pursuant to these securities. Wethis prospectus, we or the selling stockholder, as applicable, will provide prospective investors with a supplement to this prospectus that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of thesethe securities offered. Such prospectus supplements may also add, update or change information contained in onethis prospectus. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the New York Stock Exchange or more supplementsany other securities market or other exchange with respect to thisthe securities covered by such prospectus at the time of the offering.supplement. You should carefully read this prospectus and the accompanyingany applicable prospectus supplement, in their entiretytogether with the documents we incorporate by reference, before you make your investment decision.invest.

We may offer and sell

Investing in these securities through underwriters, dealers or agents or directly to purchasers,involves risks. See “Risk Factors” on a continuous or delayed basis. Thepage 1 of this prospectus, in the applicable prospectus supplement for each offeringwe will describe in detail the plan of distribution for that offeringdeliver with this prospectus and will set forth the names of any underwriters, dealers or agents involved in the offeringdocuments incorporated herein and any applicable fees, commissions or discount arrangements.

This prospectus may not be used to sell securities unless accompaniedtherein by a prospectus supplement.reference.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “FOR.” Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.

Investing in our securities involves a high degree of risk. See the sections entitled “Risk Factors” beginning on page 1 of this prospectus and in any applicable prospectus supplement and any risk factors set forth in our filings with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference into this prospectus before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated                , 20122021

Table of ContentsTABLE OF CONTENTS

i

ABOUT THIS PROSPECTUS

This prospectus relates to the offer and the sale by us of any combination of the securities described in this prospectus for an aggregate offering price of up to $750,000,000. This prospectus also relates to the offer and the sale of up to 15,000,000 of our shares of common stock by the selling stockholder. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder.

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under thethis shelf process, we may, from time to time, offer or sell any combination of the securities described in this prospectus in one or more offerings,offerings. In addition, under this shelf process, the selling stockholder may, from time to time, offer and sell up to a maximuman aggregate offering price of $250,000,000.15,000,000 shares of our common stock in one or more offerings.

This prospectus only provides you with a general description of the securities that we or the selling stockholder may offer. Each time we sell securities described herein, and in certain cases where the selling stockholder sells securities pursuant to this prospectus, we or the selling stockholder, as applicable, will provide prospective investors with a supplement to this prospectus that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add to, update or change information contained in this prospectus. Information filed with the SEC subsequentprospectus and, accordingly, to the date ofextent inconsistent, information in this prospectus and prior tois superseded by the termination of the particular offering referred toinformation in the prospectus supplement will automatically be deemed to update and supersede inconsistent information contained in this prospectus.supplement. You should carefully read in their entirety both this prospectus and any accompanying prospectus supplement, or other offering materials, together with the additional information described under the section entitledincorporated by reference and any other offering materials. See “Where You Can Find More Information.Information” and “Incorporation of Certain Documents by Reference.”

You should rely only onNeither we nor the information contained in or incorporated by reference into this prospectus. Weselling stockholder have not authorized anyone to provide you with any information or to make any representation that is different information. If anyone provides you with differentfrom, or inconsistent information, you should not rely on it. We are not making an offerin addition to, sell these securities in any jurisdiction where the offer or sale is not permitted.

This prospectus and any accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus or any documents incorporated by reference in this prospectus. We take no responsibility for, and any accompanying prospectus supplement or other offering materials aboutcan provide no assurances as to the provisions or contentsreliability of, any agreementother information that others may give you or other document are only summaries. If SEC rules requirerepresentations that any agreement or document be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents.

others may make. You should not assume that the information contained in this prospectus, or the information contained in any accompanyingdocument incorporated by reference in this prospectus, supplement or any other offering materials is accurate as of any date other than the date on the front of each such document, regardless ofunless the time of deliveryinformation specifically indicates that another date applies.

The distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any accompanyingof these restrictions. This prospectus supplement or any sale of securities. Our business, financial condition, results of operationsdoes not constitute, and prospects may have changed since then.

Asnot be used in this prospectus, unlessconnection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

Unless the context otherwise requires, referencesthe terms the “Company,” “we” and “our” refer to “we,” “us,” “our” and “Forestar” mean Forestar Group Inc., a Delaware corporation, and its consolidatedpredecessors and subsidiaries.

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ThisSome of the statements contained or incorporated by reference in this prospectus and other materials we have filed or may file with the SEC containbe construed as “forward-looking statements” within the meaning of Section 27A of the federal securities laws.Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “anticipate,” “could,” “estimate,” “likely,” “intend,” “may,” “plan,” “expect,” and similar expressions, including references to assumptions. These statements reflect our current views with respect to future events and are subject to risks and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements. Factors and uncertainties that might cause such differences include, but are not limited to:

Other factors, including those described in the section entitled “Risk Factors” and elsewhere in this prospectus, our reports filed from time to time with the SEC, which are incorporated by reference into this prospectus, as the same may be amended, supplemented or superseded from time to time by our filings under the Exchange Act, or any prospectus supplement may also cause actual results to differ materially from those projected by our forward-looking statements. New factors emerge from time to time and it is not possible for us to predict all such factors, nor can we assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

iii

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

iii

SUMMARY

This summary description about us and our business highlights selected information contained elsewhere However, any further disclosures made on related subjects in subsequent documents incorporated by reference in this prospectus or incorporated by reference into this prospectus. It does not contain allshould be consulted.

Additional information about issues that could lead to material changes in performance and risk factors that have the information you should consider before purchasing our securities. You should read in their entirety this prospectus, any accompanying prospectus supplement and any other offering materials, together with the additional information described under the section entitled “Where You Can Find More Information.”

Our Company

We are a real estate and natural resources company. As of September 30, 2011, we owned directly or through ventures over 159,000 acres of real estate located in nine states and 12 markets and about 602,000 net acres of mineral interests. As of September 30, 2011, we had over 143,000 acres of timber on our real estate and about 17,000 acres of timber under lease. We generated revenues of approximately $101 million and $82 million and net income of approximately $5 million and $30 million in the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively.

Our principal executive offices are located at 6300 Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746-5149. Our telephone numberpotential to affect us is (512) 433-5200. Our website address iswww.forestargroup.com. This reference to our website is an inactive textual reference only and is not a hyperlink. The contents of our website are not part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our securities.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the specific risks describedcontained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “2010 Annual Report”) and our Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2011 and September 30, 2011, which are incorporated by reference into this prospectus,2020, including the risk factors described under the sectionsections entitled “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before making an investment decision. If any of the foregoing risks actually materializes, our business, financial condition, results of operations and prospects could be materially adversely affected. As a result, the value of our securities could decline and you could lose part or all of your investment. The foregoing risks are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially affect our business, financial condition, results of operations and prospects. See the section entitled “Where You Can Find More Information.”

USE OF PROCEEDS

We intend to use the net proceeds from the sale of any securities as set forth in the applicable prospectus supplement relating to such offered securities. We will have significant discretion in how to use the net proceeds, which may include working capital and general corporate purposes as well as significant strategic transactions.

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth our consolidated ratio of earnings to fixed charges. The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges. Earnings consist of income (loss) from continuing operations before income taxes and income (loss) from unconsolidated joint ventures, plus amortization of interest capitalized, distributions from unconsolidated joint ventures and fixed charges, minus interest capitalized. Fixed charges consist of interest expensed, interest capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness and the portion of rental expense which we believe is representative of the interest factor in those rentals. The following table should be read in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includedOperations,” and in our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020, March 31, 2021 and June 30, 2021, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each of which is filed with the SEC. See “Incorporation of Certain Documents by Reference” as well as the applicable prospectus supplement.

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RISK FACTORS

Investing in our securities involves risks. Our business is influenced by many factors that are difficult to predict and beyond our control and that involve uncertainties that may materially affect our results of operations, financial condition or cash flows, or the value of these securities. These risks and uncertainties include those described in the 2010 Annual Reportrisk factors and our Quarterly Report on Form 10-Q forother sections of the quarterly period ended September 30, 2011, whichdocuments that are incorporated by reference in this prospectus. Subsequent prospectus supplements may contain a discussion of additional risks applicable to an investment in us and the particular type of securities we are offering under the prospectus supplements. You should carefully consider these risks and uncertainties and all of the information contained in or incorporated by reference in this prospectus and in the applicable prospectus supplement before you invest in our securities.

The following risk factor supplements the risk factors incorporated by reference in this prospectus:

Supply shortages and other risks related to acquiring land, materials and skilled labor could increase our costs and delay lot deliveries.

The residential lot development industry may experience significant difficulties that can affect the cost or timing of construction, including:

These factors may cause construction delays or increase our costs. During periods of significantly higher demand in the housing industry, the risk of shortages and cost increases in land, labor and materials available to the industry will likely increase.

THE COMPANY

Forestar Group Inc. is a residential lot development company with operations in 55 markets in 22 states as of June 30, 2021. We are listed on the New York Stock Exchange under the ticker symbol “FOR.” In October 2017, we became a majority-owned subsidiary of D.R. Horton. Through our alignment with and support from D.R. Horton, we have grown our business into a national, well-capitalized residential lot developer selling finished lots to D.R. Horton and other homebuilders. As our controlling shareholder, D.R. Horton has significant influence in guiding our strategic direction and operations.

For more information about our business, please refer to the “Business” section of our most recent annual report on Form 10-K filed with the SEC and incorporated by reference in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC and incorporated by reference in this prospectus.

Our principal executive offices are located at 2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006. Our telephone number is (817) 769-1860, and our Internet website address is www.forestar.com. Information on or connected to our Internet website is not a part of this prospectus.

DESCRIPTION OF CAPITAL STOCKSECURITIES WE MAY OFFER

Types of Securities

The following description istypes of securities that we may offer and sell from time to time by this prospectus are:

In addition, D.R. Horton may offer and sell, from time to time, up to 15,000,000 shares of our common stock.

Each time we sell securities described herein, and in certain cases where the selling stockholder sells securities pursuant to this prospectus, we or the selling stockholder, as applicable, will provide prospective investors with a summarysupplement to this prospectus that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the materialsecurities offered.

Additional Information

We will describe in a prospectus supplement, which we will deliver with this prospectus, the terms of our capital stock. This summary is not meantparticular securities which we may offer in the future. In each prospectus supplement we will include, among other things, the following information:

In addition, the prospectus supplement may also add, update or change the information contained in this prospectus. In that case, the prospectus supplement should be read as superseding this prospectus. For more details on the terms of the securities, you toshould read the full text ofexhibits filed with our amended and restated certificate of incorporation, our amended and restated bylaws, and our stockholder rights agreement, which are filed as exhibits to the registration statement, of which this prospectus formsis a part. You should also read both this prospectus and the applicable prospectus supplement, together with the information described under the heading “Incorporation of Certain Documents by Reference.”

USE OF PROCEEDS

Except as may be stated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes. These purposes may include:

We will not receive any of the proceeds from the sale of shares of our common stock by D.R. Horton.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 200 millionis 200,000,000 shares of common stock, $1.00 par value, $1.00 per share, and 25 million25,000,000 shares of preferred stock, par value $0.01 per share. At September 29, 2021, 49,580,389 shares of common stock were outstanding and no shares of preferred stock were outstanding.

Common Stock

Shares Outstanding.There will be a prospectus supplement relating to any offering of common stock offered by us by this prospectus.

Voting Rights. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The vote of the holders of a majority of votes cast by the stockholders entitled to vote thereon, present in person or represented by proxy, is generally required to take stockholder action, unless a greater vote is required by law. The holders are not entitled to cumulative voting in the election of directors. Our Second Amended and Restated Certificate of Incorporation (the “Charter”) and our Second Amended and Restated Bylaws (the “Bylaws”) provide that all of our directors will be of one class and will be elected annually. Director nominees in uncontested elections must receive a majority of the votes cast to be elected, and director nominees in contested elections must receive a plurality of the votes cast to be elected.

Stockholder’s Agreement. In connection with our merger with a wholly-owned subsidiary of D.R. Horton (the “Merger”), we entered into a Stockholder’s Agreement with D.R. Horton (the “Stockholder’s Agreement”) that provides for certain board and board committee appointment rights. Under the terms of the Stockholder’s Agreement and the Charter, at all times when D.R. Horton and its affiliates beneficially own 20% or more of our voting securities, our Board of Directors (the “Board”) will have five directors unless otherwise agreed in writing between us (as approved by a majority of our independent directors) and D.R. Horton, and D.R. Horton will have the right to designate a number of directors equal to the percentage of our voting securities beneficially owned by D.R. Horton and its affiliates multiplied by the total number of directors that we would have if there were approximately 34.7 millionno vacancies, rounded up to the nearest whole number (and in any event not less than one). We and D.R. Horton have also each agreed to use reasonable best efforts to cause at least three of the directors to be considered “independent” under the rules of the SEC and under applicable listing standards.

Pursuant to the Charter, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the outstanding shares of our capital stock entitled to elect such director, voting separately as a class, at a duly organized meeting of stockholders or by written consent; provided that no D.R. Horton designee may be removed without the prior written consent of D.R. Horton. Pursuant to the Stockholder’s Agreement, D.R. Horton has agreed to cause its shares of our common stock issuednot to be voted in favor of the removal of any director not designated by D.R. Horton other than for cause.

Pre-Emptive Rights. During the term of the Stockholder’s Agreement, D.R. Horton has a pre-emptive right (but not the obligation) to participate in any issuance of our equity or other securities by purchasing up to D.R. Horton’s and outstanding, excluding treasuryits subsidiaries’ pro rata portion of such equity or other securities at the price and otherwise upon the same terms and conditions as offered to other investors. This pre-emptive right generally will not apply to equity issuances (i) pursuant to compensation and benefits plans approved by the Board, (ii) in connection with any proportionate stock split or stock dividend or recapitalization approved by the Board, (iii) as consideration in any direct or indirect acquisition or business combination by the Company or any of its subsidiaries, or (iv) upon conversion of our or any of our subsidiaries’ notes, debentures or other indebtedness in accordance with the terms of such notes, debentures or other indebtedness. Other than such pre-emptive rights of D.R. Horton, holders of shares as of February 16, 2012. Allthe common stock are not entitled to pre-emptive rights.

Redemption Rights. The Charter provides that outstanding shares of our common stock are fully paid and non-assessable. This meanspreferred stock will always be subject to redemption by us, if in the full purchase price forjudgment of the outstanding sharesBoard such action should be taken, pursuant to Section 151(b) of the General Corporation Law of the State of Delaware (or by any other applicable provision of law), to the extent necessary to prevent the loss or secure the reinstatement of any license or franchise from any governmental agency we hold to conduct any portion of our business, which license or franchise is conditioned upon some or all of the holders of our common stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares. Any additional shares of common stock that we may issue in the future will also be fully paid and non-assessable.class or series possessing prescribed qualifications.

Dividends.Dividends. Subject to prior dividend rights of the holders of any preferred shares,stock and any other class or series of stock having a preference as to dividends over our common stock, holders of shares of our common stock arewill be entitled to receive dividends when, as and if declared by our boardthe Board, subject to the rights of directors (the “Board”) out of funds legally available for that purpose.D.R. Horton under the Stockholder’s Agreement.

Voting Rights.Each outstanding share of our common stock are entitled to one vote per share on each matter to be voted on by the holders of our common stock. The holders of our common stock are not entitled to cumulative voting of their shares in elections of directors.

Other Rights.Rights. In the event of any liquidation, dissolution or winding up of our company,Company, after the satisfaction in full of the liquidation preferences of holders of any preferred shares,stock, holders of shares of our common stock arewill be entitled to ratable distribution of the remaining assets available for distribution to stockholders. The shares of ourOur common stock arewill not be subject to redemption by operation of a sinking fund or otherwise. Holders offund. The outstanding shares of our common stock are not entitledfully paid and nonassessable.

Anti-Takeover Effects. In addition to pre-emptive rights.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our Board, without the approval of our stockholders, to issue shares of our preferred stock and to fix by resolution the designations, preferences, and relative, participating, optional, or other specialprovisions described above regarding D.R. Horton’s rights and such qualifications, limitations, or restrictions on such shares, including, without limitation, redemption rights, dividend rights, liquidation preferences, and conversion or exchange rights of any class or series of preferred stock, and to fix the number of classes or series of preferred stock, the number of shares constituting any such class or series and the voting powers for each class or series.

The authority possessed by our Board to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of our company through a merger, tender offer, proxy contest, or otherwise by making such attempts more difficult or more costly. Our Board may issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock. There are no current agreements or understandings with respect to membership of the issuance of preferred stock and our Board, has no present intention to issue any shares of preferred stock, other than pursuant to the stockholder rights agreement discussed below. Currently, 200,000 sharesfollowing provisions in the Charter, Stockholder’s Agreement or Bylaws may make a takeover of our junior participating cumulative preferred stock are reserved for issuance upon exercise of our preferred stock purchase rights. See the section entitled “— Stockholder Rights Agreement.”

Anti-takeover Effects of Our Stockholder Rights Agreement, Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware Law

Our stockholder rights agreement and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law could make the followingCompany more difficult:

Our stockholder rights agreement, which is summarized below, and certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. The provisions summarized below are designed to encourage persons seeking to acquire control of us to first negotiate with our Board. We believe that the benefits of the potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging those proposals because negotiation with such proponent could result in an improvement of their terms.

Election and Removal of Directors

Our amended and restated certificate of incorporation provides that our Board is divided into three classes. At each of our annual meetings of stockholders, the successors of the class of directors whose term expires at that meeting of stockholders will be elected for a three-year term, one class being elected each year by our stockholders. In addition, a director may only be removed from office for cause by the affirmative vote of holders of a majority of shares of common stock entitled to voteprovision in the election of directors. This system of electing and removing directors may discourage a third party from waging a proxy contest or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors.

Size of Board and Vacancies

Our amended and restated certificate of incorporation and amended and restated bylaws provideBylaws providing that our Board fix the exact number of directors to comprise our Board. Newly created directorships resulting from any increase in our authorized number of directors will be filled by a majority of our Board then in office and any vacancies in our Board resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled generally by the majority vote of our remaining directors in office, even if less than a quorum is present, except that any vacancy caused by the removal of a director for cause by a majority vote of our stockholders may be filled by a majority vote of our stockholders.

Elimination of Stockholder Action by Written Consent

Our amended and restated certificate of incorporation and amended and restated bylaws expressly eliminate the right of our stockholders to act by written consent. Stockholder action must take place at the annual or a special meeting of our stockholders.

Stockholder Meetings

Under our amended and restated certificate of incorporation and amended and restated bylaws, special meetings of our stockholders may only be called by the chairman of ourthe Board or pursuant to a written request by a majority of ourthe entire Board.

Requirements for Advance Notification Only such business as is specified in the notice of Stockholder Nominationsany special meeting of the stockholders shall come before such meeting; and Proposals.Our amended and restated bylaws have

The stockholders cannot authorize the business combination by written consent.

The application of Section 203 may limit the ability of stockholders to approve a transaction that they may deem to be in their best interests. In general, Section 203 defines “business combination” to include:

In general, Section 203 defines an “interested stockholder” as any person that, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock.

The existence of this provision may have an anti-takeover effect with respect to transactions notbusiness combination is approved in advance by our Board and the anti-takeover effect includes discouraging attempts that might result inauthorized at a premium over the market price for the sharesmeeting of our common stock.

Amendment of Amended and Restated Bylaws

Our amended and restated bylaws and amended and restated certificate of incorporation provide that the bylaws may only be amended by the vote of a majority of our Board orstockholders by the affirmative vote of at least 80% of the voting power of the outstanding stock entitled to vote generally in the election of our Board.

Amendment of the Amended and Restated Certificate of Incorporation.

Our amended and restated certificate of incorporation provides that the provisions relating to:

may only be amended by the affirmative voteholders of at least 80% of the voting power of the outstanding stock entitled to vote generally in the election66 2/3% of our Board. As provided by Delaware law, any other provision of our amended and restated certificate of incorporation may only be amendedoutstanding voting stock excluding shares held by the vote ofinterested stockholder.

General

We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series or any other series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, may constitute a single series of securities under the indenture.

We will describe in the applicable prospectus supplement any other special considerations for any debt securities we sell which are denominated in a currency or currency unit other than U.S. dollars. In addition, debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a paymentshares of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. We will describe in the applicable prospectus supplement information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked.

United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement. Unless we inform you otherwise in the applicable prospectus supplement, the debt securitiespreferred stock will not be listed on any securities exchange.have pre-emptive rights.

Global Securities

Unless we inform you otherwise in the applicable prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

Governing Law

The indenture and the debt securities shall be construed in accordance with and governed by the laws of the State of New York.

DESCRIPTION OF GUARANTEES OF THE DEBT SECURITIES

If specified in the applicable prospectus supplement, one of our subsidiaries will guarantee the debt securities. Guarantees may be secured or unsecured, senior or subordinated. The particular terms of any guarantee will be described in the applicable prospectus supplement.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of common stock or preferred stock or debt securities. We may issuestock. Each series of warrants independently or together with any offered securities. The warrants maywill be attached to orissued under a separate from those offered securities. We will issue the warrants under one or more warrant agreementsagreement governed by New York law to be entered into between us and a bank or trust company, as warrant agent to be named in the applicable prospectus supplement.agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with any offering of warrants.

TheWe will distribute a prospectus supplement relatingwith regard to any warrants that we may offereach issue of warrants. Each prospectus supplement will contain the specific terms of the warrants. These terms may include the following:describe:

ExercisePrior to the exercise of Warrants

Each warrant will entitle the holderany warrants to purchase common stock or preferred stock, holders of the warrant to purchase for cash the amount of common stock, preferred stock or debt securities at the exercise price stated or determinable in the applicable prospectus supplement for the warrants (which may include a cashless exercise). Warrants may be exercised at any time up to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust officenot have any of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as possible, forwardrights of holders of the common stock or preferred stock, including the right to vote or debt securities thatto receive any payments of dividends on the warrant holder has purchased. If the warrant holder exercises the warrant for less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.common stock or preferred stock.

The description in the applicable prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in its entirety by referenceSELLING STOCKHOLDER

In addition to the applicable warrant agreement and warrant certificate, which will be filed with the SEC ifshares of our common stock that we offer warrants. For more information on how you can obtain copies of any warrant certificate or warrant agreement if we offer warrants, see the section entitled “Where You Can Find More Information.” We urge you to read the applicable warrant certificate, the applicable warrant agreement and any applicable prospectus supplement in their entirety.

PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectusoffer from time to time in one or more transactions, including without limitation:offerings, this prospectus also relates to the possible resale from time to time by D.R. Horton of up to 15,000,000shares of our common stock that were issued and outstanding prior to the original date of filing of the registration statement of which this prospectus forms a part. D.R. Horton acquired these shares of our common stock in connection with the Merger.

The following table details the number of shares of our common stock that D.R. Horton owns and the number of shares of our common stock that D.R. Horton may offer for resale under this prospectus. The following table has been prepared on the assumption that all shares that D.R. Horton may offer from time to time pursuant to this prospectus are sold. The percentage of shares of our common stock that D.R. Horton beneficially owns both prior to and following an offering of securities pursuant to this prospectus is based on 49,580,389 shares of our common stock outstanding as of September 29, 2021 and does not take into account any securities issued by us pursuant to this prospectus. We cannot advise you as to whether D.R. Horton will in fact sell any or all of such shares of our common stock.

directly to onePLAN OF DISTRIBUTION

We or more purchasers;the selling stockholder may sell any of the securities being offered by this prospectus:

If a dealer is used in connection with any particular offeringthe sale of securities. Any initial offering price and any discountsthe securities, we or concessions allowed, reallowedthe selling stockholder or paid to dealers may be changed from time to time.

We may designate agents toan underwriter will sell the offered securities. Unless otherwise specified in connection with any particular offering of securities, the agents will agree to use their best efforts to solicit purchases for the period of their appointment. We may also sell the offeredsuch securities to one or more remarketing firms, actingthe dealer, as principals for their own accounts or as agents for us. These firms will remarket the offered securities upon purchasing them in accordance with a redemption or repayment pursuant to the terms of the offered securities. A prospectus supplement or pricing supplement, as the case may be will identify any remarketing firm and will describe the terms of its agreement, if any, with us and its compensation.

In connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements to close out any related open borrowings of securities.

Dealers

We may sell the offered securities to dealers as principals. We may negotiate and pay dealers’ commissions, discounts or concessions for their services.principal. The dealer may then resell such securities to the public either at varying prices to be determined by thesuch dealer or at a fixed offering price agreed to with us at the time of resale. Dealers engaged by usThe prospectus supplement may allow other dealersset forth the name of the dealer and the terms of the transactions.

If a broker is used in the sale of the securities, the broker will not acquire the securities, and we or the selling stockholder will sell the securities directly to participatethe purchasers in resales.

Direct Salesthe applicable market. These will be conducted as “at the market offerings” within the meaning of the Securities Act. The prospectus supplement will set forth the terms of the arrangements with the broker.

We or the selling stockholder may choosedirectly solicit offers to purchase the securities, and may sell the offered securities directly. In this case, no underwriters or agents would be involved.

Institutional Purchasers

We may authorize agents, dealers or underwritersdirectly to solicit certain institutional investors or others. These persons may be deemed to purchase offered securities on a delayed delivery basis pursuantbe underwriters within the meaning of the Securities Act with respect to delayed delivery contracts providing for payment and delivery on a specified future date.any resale of the securities. The applicable prospectus supplement or pricing supplement, aswill describe the case may be, will provide the detailsterms of any such arrangement,sales, including the offering priceterms of any bidding, auction or other process, if utilized.

Agents, underwriters and commissions payable ondealers may be entitled under agreements which may be entered into with us or the solicitations.

We will enter into such delayed contracts only with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions.

Indemnification; Other Relationships

We may have agreements with agents, underwriters, dealers and remarketing firmsselling stockholder to indemnify themindemnification by us against certain civilspecified liabilities, including liabilities under the Securities Act. Agents,Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, and remarketing firms, andor their affiliates may be customers of ours, or engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business. This includes commercial banking

To our knowledge, there are currently no plans, arrangements or understandings between the selling stockholder and investment banking transactions.any underwriter, dealer or agent regarding the sale of the shares covered by this prospectus by such selling stockholder. If the selling stockholder notifies us that a material arrangement has been entered into with an underwriter, dealer or other agent for the sale of shares through a block trade, special offering or secondary distribution, we may be required to file a prospectus supplement pursuant to applicable SEC rules promulgated under the Securities Act.

Market-Making, StabilizationThe selling stockholder and Other Transactionsany agents, underwriters or dealers that are involved in selling shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such agents, underwriters or dealers and any profit on the resale of shares of our common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

There is currentlycan be no market forassurance that the selling stockholder will sell any or all of the offered securities, other than the shares of our common stock registered pursuant to the registration statement of which are listed onthis prospectus forms a part. The selling stockholder may also sell shares under Rule 144 under the NYSE.Securities Act, if available, rather than pursuant to the registration statement of which this prospectus forms a part. If sold under the offeredregistration statement of which this prospectus forms a part, the securities are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities and other factors. While it is possible that an underwriter could inform us that it intends to make a marketwill be freely tradable in the offered securities, such underwriter would not be obligated to do so, and any such market-makinghands of persons other than our affiliates.

could be discontinued at any time without notice. Therefore, no assurance can be given as to whetherLEGAL MATTERS

Gibson, Dunn & Crutcher LLP, has rendered an active trading market will develop for the offered securities. We have no current plans for listing of the debt securities, preferred stock or warrants on any securities exchange or quotation system; any such listingopinion with respect to any particular debt securities, preferred stock or warrants will be described in the applicable prospectus supplement or pricing supplement, as the case may be.

In connection with any offering of common stock, the underwriters may purchase and sell common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress for the purpose of pegging, fixing or maintaining the price of the securities.

In connection with any offering, the underwriters may also engage in penalty bids. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the pricevalidity of the securities being offered by this prospectus. We have filed this opinion as an exhibit to be higher than it would bethe registration statement of which this prospectus is a part. If counsel for any underwriters passes on legal matters in connection with an offering made by this prospectus, we will name that counsel in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

Fees and Commissions

In compliance with the guidelines of the Financial Industry Regulatory Authority (the “FINRA”), the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of any offering pursuant to this prospectus and any applicable prospectus supplement or pricing supplement, as the case may be; however, it is anticipatedrelating to that the maximum commission or discount to be received in any particular offering of securities will be significantly less than this amount.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SECSecurities and Exchange Commission under the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). You may inspect without charge any documents filed by usread and copy this information at the SEC’s Public Reference Room atof the SEC, 100 F Street N.E., Room 1580, Washington, D.C. 20549.20549-2521. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.(800) SEC-0330.

We make available free of charge on or through our Internet website, www.forestar.com, our reports and other information filed with or furnished to the SEC as referred to below and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SECSEC’s Internet website, www.sec.gov, also maintains an Internet site, www.sec.gov, that contains reports, proxy and information statements and other information regardingabout issuers, thatlike us, who file electronically with the SEC. Unless specifically listed under “Incorporation of Certain Documents by Reference” below, the information contained on our website or the SEC website is not intended to be incorporated by reference in this prospectus and you should not consider that information a part of this prospectus.

You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We have filed with the SEC a registration statement on Form S-3 that registers the securities we are offering. The registration statement, including Forestar.the attached exhibits, contains additional relevant information about us and the securities offered. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus and any accompanying prospectus supplement, whichprospectus. This means that we can disclose important information to you by referring you to other documentsanother document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, andexcept for any information that is superseded by information that is included directly in this document.

This prospectus incorporates by reference the documents listed below that we have filed with the SEC subsequent tobut have not been included or delivered with this prospectus and prior to the termination(other than portions of the particular offering referred to in such prospectus supplement will automatically bethese documents that are deemed to update and supersede this information. We incorporate by reference into this prospectus and any accompanying prospectus supplement the documents listed below (excluding any portions of such documents that have been “furnished” butfurnished and not “filed” for purposes of the Exchange Act)filed):

We also incorporate by reference any future filings made by uswe make with the SEC pursuant to Sectionsunder sections 13(a), 13(c), 14 or 15(d) of the Exchange Act betweenon or after the date of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and on or after the date of this prospectus and prior to the date all of the securities offered hereby are sold or the offering is otherwise terminated, with the exceptionclosing of each offering. These additional documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than information furnished and not filed by us under any item of any information furnished under Item 2.02 and Item 7.01 ofcurrent report on Form 8-K, (and including the related exhibits, filed under Item 9.01 of Form 8-K relating to such information), which is not deemed filed and which is not incorporated by reference herein. Any such filings shall be deemed to be incorporated by reference in this prospectus), as well as proxy statements (other than information identified in them as not incorporated by reference). You should review these filings as they may disclose changes in our business, prospects, financial condition or other affairs after the date of this prospectus. The information that we file later with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and to be a partbefore the closing of each offering will automatically update and supersede previous information included or incorporated by reference in this prospectus.

You can obtain any of the documents incorporated by reference in this prospectus from the respective dates of filing of those documents.

We will provideus without charge, upon written or oral requestexcluding any exhibits to each person, including any beneficial owner, to whom a prospectusthose documents unless the exhibit is delivered, a copy of any and all of the documents which are incorporated by reference into this prospectus but not delivered with this prospectus (other than exhibits unless such exhibits are specifically incorporated by reference in such documents).

this prospectus. You may request a copy of thesecan obtain documents incorporated by reference in this prospectus by requesting them in writing or telephoningby telephone from us at:at the following address:

Investor Relations

Forestar Group Inc.

6300 Bee Cave Road, Building Two,2221 E. Lamar Blvd., Suite 500790

Austin,Arlington, Texas 7874676006

Attention: Chief Financial Officer(817) 769-1860

You may also access the documents incorporated

Forestar Group Inc.

Up to $750,000,000

Preferred Stock

Common Stock

Warrants

and

15,000,000 Shares of Common Stock

Offered by reference into this prospectus through our website atwww.forestargroup.com. Except for these specific incorporated documents, the contents of our website are not part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our securities.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the variousestimated fees and expenses other than underwriting discounts and commissions, payable by the registrantus in connection with the issuance and distributionoffering of the securities being registered. All of the fees set forth below are estimates, except for the SEC registration feeregistered, other than discounts and the FINRA fee.commissions.

Any underwriting agreement, which will be filed as exhibitsExhibit 1.1 by amendment hereto or pursuant to a current report on Form 8-K to be incorporated herein by reference, will provide that the underwriters named therein will indemnify and hold harmless Forestar Group Inc. and each director, officer who signs this registration statement contain representationsor controlling person of Forestar Group Inc. from and warranties by each ofagainst specific liabilities, including liabilities under the parties to the applicable agreement. These representationsSecurities Act.

Forestar Group Inc. also has obtained directors’ and warranties have been made solelyofficers’ liability insurance that provides insurance coverage for the benefit of the other parties to the applicable agreement and:

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading. Financial Schedules.

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Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

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Each undersigned registrant hereby undertakes:

(A)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (A)(a)(1)(i), (A)(a)(1)(ii) and (A)(a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SECCommission by the registrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the registrant is relying on Rule 430B:

(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a

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document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)(b) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(B) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’sForestar Group Inc.’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act)Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C)(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described in Item 15, or otherwise, the registrant has been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(D) Each undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act:

(i) the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.II-4

(ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, Forestar Group Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin,Arlington, State of Texas, on the 22nd day of February, 2012.October 1, 2021.

POWER OF ATTORNEY

KNOW ALL PERSONSMEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel C. Bartokand James M. DeCosmoD. Allen, and David M. Grimmeach of them, as his or her true and lawful attorneys-in-factattorney-in-fact and agents,agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act) to this registration statement, including post-effective amendments, and to file the same, with all relevant exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facteach such attorney-in-fact and agents and each of them,agent full power and authority to do so and perform each and every act and thing requisite and necessary to be done in connection therewith,and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facteach such attorney-in-fact and agents, or any of them, or their or his substitutes or substitute,agent, each acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 22nd day of February, 2012.October 1, 2021.

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