ASHTON WOODS USA L.L.C. ANNOUNCES EXPIRATION AND RESULTS OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 6.625% SENIOR NOTES DUE 2028

ALPHARETTA, GA, July 28, 2025 (GLOBE NEWSWIRE) — Ashton Woods USA L.L.C. (“Ashton”) announced today that the cash tender offer (the “Offer”), commenced on July 21, 2025 to purchase any and all of the outstanding 6.625% Senior Notes due 2028 (the “Notes”), co-issued by Ashton and Ashton Woods Finance Co., a wholly owned subsidiary of Ashton (together with Ashton, the “Issuers”), expired at 5:00 p.m. New York City Time on July 25, 2025 (the “Expiration Time”).

According to Kroll Issuer Services (US), the tender and information agent for the Offer, valid tenders had been received at the expiration of the Offer in the amount and percentage set forth in the table below.

1. The Notes are callable at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, starting on January 15, 2026.
2. No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.
3. This amount excludes $1,238,000 aggregate principal amount of the Notes that remain subject to the guaranteed delivery procedures described in the offer to purchase and the related notice of guaranteed delivery.

Ashton expects to accept for purchase all Notes validly tendered and not validly withdrawn as of the Expiration Time and expects to make payment for any such Notes on July 28, 2025. The payment date for any Notes tendered pursuant to the guaranteed delivery procedures described in the offer to purchase and the related notice of guaranteed delivery is expected to be July 30, 2025.

Ashton will apply part of the proceeds from the issuance of $450 million aggregate principal amount of the Issuers’ 6.875% senior notes due 2033 (the “New Notes”), which is expected to close on July 28, 2025, to the payment for all Notes to be purchased in the Offer.

The Offer was made pursuant to the terms and subject to the conditions set forth in the offer to purchase and the related notice of guaranteed delivery, each dated as of July 21, 2025.

Subject to settlement of the Offer, the Issuers intend to issue a notice of redemption to redeem, on or about January 15, 2026, any Notes that remain outstanding and concurrently with the issuance of such notice of redemption to satisfy and discharge their obligations under the Notes and the indenture governing the Notes by depositing with the trustee for the Notes, in trust, solely for the benefit of the holders of the Notes, U.S. legal tender, U.S. government obligations or a combination thereof, in such amounts as would be sufficient to pay principal of, and premium and interest on, the Notes to the redemption date.

J.P. Morgan Securities LLC has served as the exclusive dealer manager for the Offer and Kroll Issuer Services (US) has served as the tender and information agent for the Offer. Questions regarding the terms of the Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, by calling (866) 834-4666 (toll-free) or (212) 834­-3046 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. In addition, this press release does not constitute a notice of redemption under the indenture governing the Notes.

About Ashton Woods
Ashton Woods is the largest private home builder in the United States according to Home Builder Executive. The company was recently named Builder of the Year by Builder magazine and was recognized in 2025 by Newsweek as a Most Trustworthy Company in America. Ashton Woods markets its homes through its two award-winning brands, Ashton Woods Homes and Starlight Homes. The Ashton Woods brand is known for designing thoughtfully curated, inspired homes for people who love design. The company’s industry-leading experience at the AW Studio and curation of distinct AW Collections® results in exceptional design and special designer touches in every Ashton Woods home. The Starlight Homes brand builds homes specifically for the first-time homebuyer, offering affordable homes with well-executed designs and quality finishes for buyers looking to make the dream of home ownership a reality. The company’s commitment to innovation and continually evolving to meet the needs of the market is a key reason it is one of the most celebrated homebuilders in the nation, winning hundreds of national and local industry awards in product design, community design, architecture, merchandising, sales, marketing, customer service and innovation.

Forward-Looking Statements
Certain statements and information in this press release may constitute “forward-looking statements,” including statements regarding the New Notes and the Offer and the intended use of proceeds from the New Notes offering. The words “estimate,” “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “target,” “could,” “seek,” or other similar words or phrases are intended to identify forward-looking statements, which are generally not historical in nature, although not all forward-looking statements contain such identifying words. A forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Ashton undertakes no obligation to update or revise publicly 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 or new information, even if future events make it clear that any expected results that Ashton has expressed or implied will not be realized. Though Ashton is of the view that such forward-looking statements are reasonable, the results or savings or benefits in the forward-looking statements may not be achieved. New factors emerge from time to time, and it is not possible for management to predict all such factors. For additional information regarding these risks and uncertainties, and the assumptions underlying the forward‑looking statements, please refer to the offer to purchase.

###

Wall St Business News, Latest and Up-to-date Business Stories from Newsmakers of Tomorrow