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The purpose of this study was to produce a theoretical formula for developing the mathematics students higher-order thinking skills. This is a qualitative research that applies grounded theory which is a qualitative approach to produce and develop a theory based on the empirical data collected by the researcher. The subjects of this study are mathematics education students at FKIP Undana by considering proportional gender, demographics and mathematics skills. The written data were analyzed qualitatively by using the indicators of higher-order thinking skills then an in-depth interview about the subjects writing ability and thinking habit, influenced factors as well as other issues that relevant with the development of the subjects higher-order thinking skills was conducted. The process of theory formation through the stages of open coding, axial coding and selective coding. The stages of data analysis resulted an empirical theory of developing higher-order thinking skills namely 1) building motivation and confidence; 2) contextual learning (cultural context); 3) habit of asking scientific question, 4) group discussion; 5) higher-order thinking exercises; 6) family and community discussion routine; and 7) learn to modify questions. The seven points describe the whole process and support of personal self, lecturers and parents