D.R. Horton (DHI) 10-K risk factor changes: FY2024 vs FY2023

In response to increased inflation, the Federal Reserve has raised interest rates [removed: significantly, which] [added: significantly in recent years, which, notwithstanding the recent reduction,] has resulted in higher mortgage interest rates.

Our homebuilding revolving credit facility and our homebuilding senior [added: unsecured] notes are guaranteed by D.R. Horton, Inc.’s significant wholly-owned homebuilding subsidiaries.

The Forestar revolving credit facility is guaranteed by Forestar’s wholly-owned subsidiaries that are not immaterial subsidiaries [removed: or] [added: and] have not been designated as unrestricted subsidiaries.

Our rental subsidiary, DRH Rental, has a [removed: $1.025] [added: $1.05] billion senior unsecured revolving credit facility with an uncommitted accordion feature that could increase the size of the facility to $2.0 billion, subject to certain conditions and availability of additional bank commitments.

The rental revolving credit facility is guaranteed by DRH Rental’s wholly-owned subsidiaries that are not immaterial subsidiaries [removed: or] [added: and] have not been designated as unrestricted subsidiaries.

Our mortgage subsidiary, DHI Mortgage, utilizes a [removed: $2.0] [added: $1.6] billion committed mortgage repurchase facility to finance the majority of the loans it originates.

The maturity date of the committed mortgage repurchase facility is [removed: February 16, 2024.][added: May 9, 2025.]

DHI Mortgage also utilizes an uncommitted mortgage repurchase facility, which had a capacity of [removed: $300] [added: $500] million at September 30, [removed: 2023.][added: 2024.]

We regularly assess our projected capital requirements to fund growth in our business, repay debt obligations, pay dividends, repurchase our common stock [added: under our $4.0 billion stock repurchase authorization] and support other general corporate and operational needs, and we regularly evaluate our opportunities to raise additional capital.

D.R. [removed: Horton] [added: Horton, Inc.] has an automatically effective universal shelf registration statement filed with the SEC in July [removed: 2021,] [added: 2024,] registering debt and equity securities that may be issued from time to time in amounts to be determined.

Forestar also has an effective shelf registration statement filed with the SEC in [removed: October 2021,] [added: September 2024,] registering $750 million of equity [removed: securities, of which $300 million was reserved for sales under its at-the-market equity offering program that became effective in November 2021.][added: securities.]

During fiscal [removed: 2023,] [added: 2024,] approximately [removed: 64%] [added: 73%] of our mortgage loans were sold directly to Fannie Mae, Freddie Mac or into securities backed by Ginnie Mae, and [removed: 34%] [added: 26%] were sold to one other major financial entity.

Mortgage interest rates have increased significantly [removed: during fiscal 2022 and 2023,] [added: in recent years,] and market conditions and government actions could cause mortgage rates to rise even further in the future.

During the past [removed: two] [added: three] years, the economy has experienced significant inflationary pressures.

In an effort to lower the [removed: current] rate of inflation, the Federal Reserve [removed: has] raised interest rates significantly, which has resulted in higher mortgage interest rates.

The increase in mortgage interest rates has reduced the affordability of our homes and has required us to use pricing adjustments and incentives to adapt to current market conditions, which [removed: lowered our homebuilding gross margin] [added: result] in [removed: fiscal 2023 compared to fiscal 2022.][added: lower gross margins.]

If inflation and mortgage interest rates remain high or [removed: continue to] increase, housing affordability may be further impacted, which could reduce our profit margins and have an adverse impact on our business and financial results.

We began to see improvements in our construction cycle time in fiscal 2023 and [removed: expect] our cycle times [removed: to return to normalized levels during fiscal 2024;] [added: have recently normalized;] however, if shortages and cost increases in building materials and tightness in the labor market increase, our construction cycle time and profit margins could be adversely impacted.

In the event of a [removed: resurgence of COVID-19 or a] widespread, prolonged, actual or perceived outbreak of any contagious disease, [added: such as COVID-19,] our operations could be negatively impacted.

[removed: However, there] [added: There] have been no material lasting impacts on our business from these events or material permanent operational challenges resulting from these events, but they could adversely affect our business in the future.

At September 30, [removed: 2023,] [added: 2024,] we had [removed: $3.2] [added: $3.5] billion of outstanding surety bonds.

The Tax Cuts and Jobs [removed: Act, which became effective January 1, 2018,] [added: Act of 2017] established new limits on these federal tax deductions.

These information technology systems are dependent upon global communications providers, web browsers, third-party software and data storage providers and other aspects of the Internet infrastructure that have experienced security breaches, [removed: cyber-attacks,] [added: cyber incidents,] ransomware attacks, significant systems failures and service outages in the past.

Additionally, phishing attacks, whereby perpetrators attempt to fraudulently induce employees, customers, vendors or other users of a company’s systems to disclose sensitive information to gain access to its data, have [removed: become more prevalent] [added: increased significantly] in recent years.

The use of remote work environments and virtual platforms may increase our risk of [removed: cyber-attack] [added: cyber incidents] or data security breaches.

Further, geopolitical tensions or conflicts may create a heightened risk of [removed: cyber-attacks] [added: cyber incidents] or other data security breaches.

A material breach in the security of our information technology systems or other data security [removed: controls] [added: controls, or those of the third parties we work with,] could include the theft or release of this information.

Although past cybersecurity incidents have not had a material effect on our business or operations to date, in the [removed: future] [added: future,] a data security breach, a significant and extended disruption in the functioning of our information technology systems or a breach of any of our data security controls could disrupt our business operations, damage our reputation and cause us to lose customers.

We cannot provide assurances that a security breach, [removed: cyber-attack,] [added: cyber incident,] data theft or other significant systems or security failures will not occur in the future, and such occurrences could have a material and adverse effect on our consolidated results of operations or financial position.

Governmental regulations and environmental matters could increase the cost and limit the availability of our land development and [removed: homebuilding] [added: housing] projects and adversely affect our business and financial results.

Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate [removed: change (as currently proposed by the SEC),] [added: change,] human capital, labor, cybersecurity and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess and report.

[removed: These] [added: Any of the above] factors may alter the environment in which we do business and may increase the ongoing costs of compliance and adversely impact our results of operations and cash flows.

We are also subject to an extensive number of laws and regulations because our common stock and debt securities and the common stock [added: and debt securities] of our Forestar subsidiary are publicly traded in the capital markets.

As of September 30, [removed: 2023,] [added: 2024,] our consolidated debt was [removed: $5.1] [added: $5.9] billion, which consisted of [removed: $2.3] [added: $2.9] billion related to our homebuilding segment, [removed: $1.7] [added: $1.5] billion related to our financial services segment, [removed: $695] [added: $751] million related to our [removed: Forestar] [added: rental] segment and [removed: $400] [added: $706] million related to our [removed: rental] [added: Forestar] segment.

The [removed: indentures] [added: indenture] governing our homebuilding senior notes [removed: do] [added: does] not restrict the incurrence of future unsecured debt by us or our homebuilding subsidiaries or the incurrence of secured or unsecured debt by our non-guarantor subsidiaries, and the agreement governing our homebuilding revolving credit facility allows us to incur a substantial amount of future unsecured debt.

Also, the [removed: indentures] [added: indenture] governing our homebuilding senior notes and the agreement governing our homebuilding revolving credit facility impose restrictions on our ability and on that of the guarantors under our homebuilding senior notes and our homebuilding revolving credit facility to incur debt secured by certain assets, but still permit us and our homebuilding subsidiaries to incur significant amounts of additional secured debt.

Our businesses are also affected by [removed: financial, political, business] [added: financial] and [added: political events and] other factors, many of which are beyond our control.

In addition, although our financial services business is conducted through subsidiaries that are not restricted by the indentures governing our and Forestar’s senior [added: unsecured] notes or the agreements governing the homebuilding, rental and Forestar revolving credit facilities, the ability of our financial services subsidiaries to distribute funds to our homebuilding operations would be restricted in the event such distribution would cause an event of default under the mortgage repurchase [removed: facility] [added: facilities] or if an event of default had occurred under [removed: this facility.][added: these facilities.]

*Change of control purchase options under our homebuilding senior notes and change of control default under our homebuilding revolving credit facility.* Upon the occurrence of both a change of control and a ratings downgrade event, each as defined in the [removed: indentures] [added: indenture] governing our homebuilding senior notes, we will be required to offer to repurchase such notes at 101% of their principal amount, together with all accrued and unpaid interest, if any.

If repayment of more than $50 million outstanding under our homebuilding revolving credit facility were accelerated and such acceleration were not rescinded or such indebtedness were not satisfied, in either case within 30 days, an event of default would result under the [removed: indentures] [added: indenture] governing our homebuilding senior notes, entitling the trustee for the notes or holders of at least 25% in principal amount of the relevant series of notes then outstanding to declare all such notes to be due and payable immediately.

With the use of artificial intelligence, these phishing attacks may contain highly convincing language making them difficult to distinguish from legitimate messages.

Any loss of sensitive information and failure to comply with these requirements or other applicable laws and regulations in this area could result in substantial penalties, reputational damage or litigation.

We may also incur costs to adapt our cybersecurity program to the evolving threat landscape and to investigate and remediate vulnerabilities or other identified risks.

Additionally, if a cybersecurity incident is determined to be material, we are subject to additional reporting requirements.

In March 2024, the SEC adopted new rules regarding climate-related disclosures.

Though these rules are currently being challenged in legal proceedings and their effectiveness has been stayed by the SEC, these rules, if they become effective, would require public companies to make a wide range of climate-related disclosures.

Similarly, the State of California has recently enacted its own legislation requiring extensive climate-related disclosures for companies deemed to be doing business in California, and other states are considering similar laws.

At September 30, 2023, $748.2 million remained available for issuance under Forestar’s shelf registration statement, of which $298.2 million was reserved for sales under its at-the-market equity offering program.

Any noncompliance could result in substantial penalties, reputational damage or litigation.

This section discusses the results of operations for fiscal [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

For similar operating and financial data and discussion of our fiscal [removed: 2022] [added: 2023] results compared to our fiscal [removed: 2021] [added: 2022] results, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the fiscal year ended September 30, [removed: 2022,] [added: 2023,] which was filed with the SEC on November [removed: 18, 2022.][added: 17, 2023.]

Fiscal [removed: 2023] [added: 2024] Operating Results

In fiscal [removed: 2023,] [added: 2024,] our number of homes closed [added: and home sales revenues] increased [removed: slightly] [added: 8% and 7%, respectively,] compared to the prior year, and our consolidated revenues increased [removed: 6%] [added: 4%] to [removed: $35.5] [added: $36.8] billion compared to [removed: $33.5] [added: $35.5] billion in the prior year.

Our pre-tax income was $6.3 billion in [removed: fiscal 2023 compared to $7.6 billion in] [added: both] fiscal [removed: 2022,] [added: 2024] and [added: 2023, and] our pre-tax operating margin was [removed: 17.8%] [added: 17.1%] compared to [removed: 22.8%.][added: 17.8%.]

Net income was $4.8 billion in [removed: fiscal 2023 compared to $5.9 billion in fiscal 2022,] [added: both years,] and our diluted earnings per share was [removed: $13.82] [added: $14.34] compared to [removed: $16.51.][added: $13.82.]

Consolidated net cash provided by operating activities was [removed: $4.3] [added: $2.2] billion in fiscal [removed: 2023] [added: 2024] and [removed: $561.8 million] [added: $4.3 billion] in fiscal [removed: 2022,] [added: 2023,] and cash provided by our homebuilding operations was [removed: $3.1] [added: $2.2] billion in fiscal [removed: 2023] [added: 2024] compared to [removed: $1.9] [added: $3.1] billion in fiscal [removed: 2022.][added: 2023.]

In fiscal [removed: 2023,] [added: 2024,] our return on equity (ROE) was [removed: 22.7%] [added: 19.9%] compared to [removed: 34.5%] [added: 22.7%] in fiscal [removed: 2022, and] [added: 2023,] our homebuilding [added: pre-tax] return on inventory (ROI) was [removed: 29.7%] [added: 27.8%] compared to [removed: 42.8%.][added: 29.7%, and our return on assets (ROA) was 13.9% compared to 15.1%.]

ROE is calculated as net income attributable to D.R. Horton for the year divided by average stockholders’ equity, where average stockholders’ equity is the sum of ending stockholders’ equity balances [removed: of] [added: for] the trailing five quarters divided by five.

[removed: Demand] [added: Despite elevated mortgage interest rates and inflationary pressures during fiscal 2024, demand] for new homes remained [removed: solid during fiscal 2023 as] [added: solid, and] our net sales orders increased [removed: 3%] [added: 10%] compared to fiscal [removed: 2022.][added: 2023.]

The disruptions in the supply chain for certain building materials and tightness in the labor market we experienced [removed: during the past two] [added: in recent] years have largely subsided, and our [added: average] construction cycle [removed: times are improving.][added: time has returned to historical norms.]

Within our homebuilding land and lot portfolio, our lots controlled through purchase contracts represent [removed: 75%] [added: 76%] of the lots owned and controlled at September 30, [removed: 2023] [added: 2024] compared to [removed: 77%] [added: 75%] at September 30, [removed: 2022.][added: 2023.]

We believe our strong balance sheet and liquidity [removed: position] provide us with the flexibility to operate effectively through changing economic conditions.

We plan to [removed: continue to] generate strong cash flows from our [removed: homebuilding] operations and manage our product offerings, incentives, home pricing, sales pace and inventory levels to optimize the return on our inventory investments in each of our communities based on local housing market conditions.

Our operating strategy focuses on consistently enhancing long-term value to our shareholders by leveraging our financial and competitive position to maximize the returns on our inventory investments and generate [removed: strong] [added: consistent, sustainable] profitability and cash flows, while managing risk and maintaining financial flexibility to navigate changing economic conditions.

- Controlling a significant portion of our land and finished lot position through purchase contracts [removed: with] [added: and prioritizing the purchase of finished lots from] Forestar and other land [removed: developers.][added: developers when possible.]

- Controlling the cost of labor and goods provided by [removed: vendors] [added: subcontractors] and [removed: subcontractors.][added: vendors.]

Key financial results as of and for our fiscal year ended September 30, [removed: 2023,] [added: 2024,] as compared to fiscal [removed: 2022,] [added: 2023,] were as follows:

- Homebuilding revenues [removed: decreased 1%] [added: increased 7%] to [removed: $31.7] [added: $34.0] billion compared to [removed: $31.9] [added: $31.7] billion.

- Homes closed increased [removed: slightly] [added: 8%] to [removed: 82,917] [added: 89,690] homes, [removed: and] [added: while] the average closing price of those homes decreased 1% to [removed: $381,600.][added: $378,000.]

- Net sales orders increased [removed: 3%] [added: 10%] to [removed: 78,342] [added: 86,561] homes, [removed: while] [added: and] the value of net sales orders [removed: decreased 3%] [added: increased 11%] to [removed: $29.5] [added: $32.7] billion.

- Sales order backlog decreased [removed: 23%] [added: 20%] to [removed: 15,197] [added: 12,180] homes, and the value of sales order backlog decreased [removed: 26%] [added: 19%] to [removed: $5.9] [added: $4.8] billion.

- Home sales gross margin was 23.5% [removed: compared to 28.7%.][added: in both years.]

- Homebuilding SG&A expense was [removed: 7.1%] [added: 7.5%] of homebuilding revenues compared to [removed: 6.8%.][added: 7.1%.]

- Homebuilding pre-tax income was [removed: $5.3] [added: $5.5] billion compared to [removed: $6.9] [added: $5.3] billion.

- Homebuilding pre-tax income was [removed: 16.6%] [added: 16.1%] of homebuilding revenues compared to [removed: 21.7%.][added: 16.6%.]

- Homebuilding [added: pre-tax] return on inventory was [removed: 29.7%] [added: 27.8%] compared to [removed: 42.8%.][added: 29.7%.]

- Net cash provided by homebuilding operations was [removed: $3.1] [added: $2.2] billion compared to [removed: $1.9] [added: $3.1] billion.

- Homebuilding cash and cash equivalents totaled [removed: $2.9] [added: $3.6] billion compared to [removed: $2.0] [added: $2.9] billion.

- Homebuilding inventories totaled [removed: $18.2] [added: $20.0] billion compared to [removed: $17.3] [added: $18.2] billion.

- Homes in inventory totaled [removed: 42,000] [added: 37,400] compared to [removed: 46,400.][added: 42,000.]

- Owned lots totaled [removed: 141,100] [added: 152,500] compared to [removed: 131,100,] [added: 141,100,] and lots controlled through purchase contracts totaled [removed: 427,300] [added: 480,400] compared to [removed: 442,100.][added: 427,300.]

- Homebuilding debt was [removed: $2.3] [added: $2.9] billion compared to [removed: $2.9] [added: $2.3] billion.

- Rental revenues were [removed: $2.6] [added: $1.7] billion compared to [removed: $510.2 million.][added: $2.6 billion.]

- Rental pre-tax income was [removed: $524.2] [added: $228.7] million compared to [removed: $202.0] [added: $524.2] million.

- Rental inventory totaled [removed: $2.7] [added: $2.9] billion compared to [removed: $2.6] [added: $2.7] billion.

- Multi-family rental units closed totaled [removed: 2,112] [added: 2,202] compared to [removed: 775.][added: 2,112.]

- Single-family rental homes closed totaled [removed: 6,175] [added: 3,970] compared to [removed: 774.][added: 6,175.]

- Forestar’s revenues [removed: decreased] [added: increased] 5% to [removed: $1.4] [added: $1.5] billion compared to [removed: $1.5] [added: $1.4] billion.

Revenues in [removed: both] fiscal [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] included [removed: $1.2] [added: $1.3] billion [added: and $1.2 billion, respectively,] of revenue from land and lot sales to our homebuilding segment.

ROA is calculated as net income attributable to D.R. Horton for the year divided by average consolidated assets, where average consolidated assets is the sum of total asset balances for the trailing five quarters divided by five.

The supply of both new and existing homes at affordable price points is still limited, and demographics supporting housing demand remain favorable; however, we are continuing to use incentives and pricing adjustments to adapt to current market conditions.

We expect our incentive levels to remain elevated, assuming similar market conditions and no significant changes in mortgage interest rates.

We remain focused on our relationships with land developers across the country in order to maximize our returns and capital efficiency.

We are prioritizing the purchase of finished lots from Forestar and other land developers when possible.

During fiscal 2024, 63% of the homes we closed were on lots developed by either Forestar or a third party.

- Forestar’s lots sold increased 7% to 15,068 compared to 14,040.

| Northwest | | | | | | 5,391 | | | | | | 4,622 | | | | | | 17 | | % | | | | $ | 2,750.8 | | | | | $ | 2,425.1 | | | | | 13 | | % | | | | $ | 510,300 | | | | | $ | 524,700 | | | | | (3) | | % |

| Southwest | | | | | | 9,942 | | | | | | 8,470 | | | | | | 17 | | % | | | | 4,855.6 | | | | | | 4,023.1 | | | | | | 21 | | % | | | | 488,400 | | | | | | 475,000 | | | | | | 3 | | % |

| Southeast | | | | | | 22,982 | | | | | | 21,683 | | | | | | 6 | | % | | | | 8,115.2 | | | | | | 7,812.0 | | | | | | 4 | | % | | | | 353,100 | | | | | | 360,300 | | | | | | (2) | | % |

| East | | | | | | 16,425 | | | | | | 15,013 | | | | | | 9 | | % | | | | 5,830.8 | | | | | | 5,361.4 | | | | | | 9 | | % | | | | 355,000 | | | | | | 357,100 | | | | | | (1) | | % |

| North | | | | | | 9,272 | | | | | | 7,838 | | | | | | 18 | | % | | | | 3,876.1 | | | | | | 3,170.4 | | | | | | 22 | | % | | | | 418,000 | | | | | | 404,500 | | | | | | 3 | | % |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 19,011 | | | | | | 19,793 | | | | | | $ | 7,165.7 | | | | | $ | 7,594.9 | | | | | 18 | | % | | | | 20 | | % |

During fiscal 2024, the markets contributing most to the increase in sales order volume were the Portland and Salt Lake City markets in the Northwest, the Nevada markets in the Southwest, the Dallas market in the South Central, the Tampa market in the Southeast, the North Carolina markets in the East and the suburban Washington, D.C. market in the North.

Despite elevated mortgage interest rates and inflationary pressures during fiscal 2024, demand for new homes remained solid, and our net sales orders increased 10% compared to fiscal 2023.

The disruptions in the supply chain for certain building materials and tightness in the labor market we experienced in recent years have largely subsided, and our average construction cycle time has returned to historical norms.

The supply of both new and existing homes at affordable price points is still limited, and demographics supporting housing demand remain favorable; however, we are continuing to use incentives and pricing adjustments to adapt to current market conditions.

We expect our incentive levels to remain elevated, assuming similar market conditions and no significant changes in mortgage interest rates.

| Northwest | | | | | | 535 | | | | | | 547 | | | | | | (2) | | % | | | | $ | 284.2 | | | | | $ | 278.1 | | | | | 2 | | % | | | | $ | 531,200 | | | | | $ | 508,400 | | | | | 4 | | % |

| Southeast | | | | | | 3,095 | | | | | | 4,816 | | | | | | (36) | | % | | | | 1,135.5 | | | | | | 1,873.7 | | | | | | (39) | | % | | | | 366,900 | | | | | | 389,100 | | | | | | (6) | | % |

| East | | | | | | 2,744 | | | | | | 3,381 | | | | | | (19) | | % | | | | 1,012.3 | | | | | | 1,252.4 | | | | | | (19) | | % | | | | 368,900 | | | | | | 370,400 | | | | | | — | | % |

| | | | | | | 12,180 | | | | | | 15,197 | | | | | | (20) | | % | | | | $ | 4,770.3 | | | | | $ | 5,923.3 | | | | | (19) | | % | | | | $ | 391,700 | | | | | $ | 389,800 | | | | | — | | % |

| | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

| Northwest | | | | | | 5,403 | | | | | | 4,799 | | | | | | 13 | | % | | | | $ | 2,744.6 | | | | | $ | 2,574.1 | | | | | 7 | | % | | | | $ | 508,000 | | | | | $ | 536,400 | | | | | (5) | | % |

| Southwest | | | | | | 10,135 | | | | | | 8,823 | | | | | | 15 | | % | | | | 4,913.3 | | | | | | 4,246.7 | | | | | | 16 | | % | | | | 484,800 | | | | | | 481,300 | | | | | | 1 | | % |

| Southeast | | | | | | 24,703 | | | | | | 23,905 | | | | | | 3 | | % | | | | 8,853.4 | | | | | | 8,756.5 | | | | | | 1 | | % | | | | 358,400 | | | | | | 366,300 | | | | | | (2) | | % |

| North | | | | | | 8,920 | | | | | | 7,749 | | | | | | 15 | | % | | | | 3,681.8 | | | | | | 3,141.7 | | | | | | 17 | | % | | | | 412,800 | | | | | | 405,400 | | | | | | 2 | | % |

| | | | | | | 89,690 | | | | | | 82,917 | | | | | | 8 | | % | | | | $ | 33,903.6 | | | | | $ | 31,641.0 | | | | | 7 | | % | | | | $ | 378,000 | | | | | $ | 381,600 | | | | | (1) | | % |

The number of homes closed increased 8% compared to the prior year.

The average selling price of homes closed during 2024 was $378,000, down 1% from the prior year.

The markets contributing most to the increase in closings volume were the Portland and Salt Lake City markets in the Northwest, the California and Nevada markets in the Southwest, the North Carolina markets in the East and the suburban Washington, D.C. market in the North.

| | | | | | | 2024 | | | | | | 2023 | | |

We expect our incentive levels to remain elevated, assuming similar market conditions and no significant changes in mortgage interest rates.

| | | | | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

| | | | | | | $ | 33,961.8 | | | | | $ | 5,455.1 | | | | | 16.1 | | % | | | | $ | 31,743.2 | | | | | $ | 5,266.3 | | | | | 16.6 | | % |

*South Central Region* — Homebuilding revenues increased 1% in fiscal 2024 compared to fiscal 2023.

*Southeast Region* — Homebuilding revenues increased 1% in fiscal 2024 compared to fiscal 2023.

As a percentage of homebuilding revenues, SG&A expenses increased by 10 basis points in 2024 compared to 2023.

| | | | September 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

Although inflationary pressures and mortgage interest rates remain elevated, demand improved beginning in the second quarter of fiscal 2023 due to typical seasonal factors, coupled with our use of incentives and pricing adjustments to adapt to market conditions.

Our homebuilding operating margins are lower than last year due to pricing adjustments, incentives and cost inflation, but margins improved in the second half of the year as home prices and incentives stabilized and some reductions in construction costs were realized.

Although higher interest rates and economic uncertainty may persist for some time, the supply of both new and existing homes at affordable price points remains limited, and demographics supporting housing demand remain favorable.

We remain focused on our relationships with Forestar and other land developers across the country and expect to continue to control a substantial majority of our lot pipeline through purchase contracts.

- Forestar’s lots sold decreased 21% to 14,040 compared to 17,691.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Northwest | | | | | | 4,622 | | | | | | 4,509 | | | | | | 3 | | % | | | | $ | 2,425.1 | | | | | $ | 2,566.5 | | | | | (6) | | % | | | | $ | 524,700 | | | | | $ | 569,200 | | | | | (8) | | % |

| Southwest | | | | | | 8,470 | | | | | | 8,111 | | | | | | 4 | | % | | | | 4,023.1 | | | | | | 4,235.5 | | | | | | (5) | | % | | | | 475,000 | | | | | | 522,200 | | | | | | (9) | | % |

| Southeast | | | | | | 21,683 | | | | | | 21,649 | | | | | | — | | % | | | | 7,812.0 | | | | | | 8,193.6 | | | | | | (5) | | % | | | | 360,300 | | | | | | 378,500 | | | | | | (5) | | % |

| East | | | | | | 15,013 | | | | | | 13,479 | | | | | | 11 | | % | | | | 5,361.4 | | | | | | 5,059.7 | | | | | | 6 | | % | | | | 357,100 | | | | | | 375,400 | | | | | | (5) | | % |

| North | | | | | | 7,838 | | | | | | 6,972 | | | | | | 12 | | % | | | | 3,170.4 | | | | | | 2,908.5 | | | | | | 9 | | % | | | | 404,500 | | | | | | 417,200 | | | | | | (3) | | % |

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 19,793 | | | | | | 20,105 | | | | | | $ | 7,594.9 | | | | | $ | 7,628.8 | | | | | 20 | | % | | | | 21 | | % |

The overall increase in sales order volume was primarily due to increases in the East and North where our Carolina (particularly Myrtle Beach) and Ohio markets, respectively, contributed the most.

In late fiscal 2022, we began to see a moderation in housing demand that persisted into early fiscal 2023 as mortgage interest rates increased substantially and inflationary pressures remained elevated.

Despite the continuation of those conditions, demand improved beginning in the second quarter of fiscal 2023 due to typical seasonal factors, coupled with an increased use of incentives and pricing adjustments to adapt to changing market conditions.

| Northwest | | | | | | 547 | | | | | | 724 | | | | | | (24) | | % | | | | $ | 278.1 | | | | | $ | 427.1 | | | | | (35) | | % | | | | $ | 508,400 | | | | | $ | 589,900 | | | | | (14) | | % |

| Southeast | | | | | | 4,816 | | | | | | 6,983 | | | | | | (31) | | % | | | | 1,873.7 | | | | | | 2,787.3 | | | | | | (33) | | % | | | | 389,100 | | | | | | 399,200 | | | | | | (3) | | % |

| East | | | | | | 3,381 | | | | | | 3,086 | | | | | | 10 | | % | | | | 1,252.4 | | | | | | 1,214.8 | | | | | | 3 | | % | | | | 370,400 | | | | | | 393,600 | | | | | | (6) | | % |

| | | | | | | 15,197 | | | | | | 19,614 | | | | | | (23) | | % | | | | $ | 5,923.3 | | | | | $ | 7,975.0 | | | | | (26) | | % | | | | $ | 389,800 | | | | | $ | 406,600 | | | | | (4) | | % |

| Northwest | | | | | | 4,799 | | | | | | 4,739 | | | | | | 1 | | % | | | | $ | 2,574.1 | | | | | $ | 2,637.1 | | | | | (2) | | % | | | | $ | 536,400 | | | | | $ | 556,500 | | | | | (4) | | % |

| Southwest | | | | | | 8,823 | | | | | | 9,789 | | | | | | (10) | | % | | | | 4,246.7 | | | | | | 4,826.4 | | | | | | (12) | | % | | | | 481,300 | | | | | | 493,000 | | | | | | (2) | | % |

| Southeast | | | | | | 23,905 | | | | | | 21,985 | | | | | | 9 | | % | | | | 8,756.5 | | | | | | 7,941.0 | | | | | | 10 | | % | | | | 366,300 | | | | | | 361,200 | | | | | | 1 | | % |

| North | | | | | | 7,749 | | | | | | 7,163 | | | | | | 8 | | % | | | | 3,141.7 | | | | | | 2,959.5 | | | | | | 6 | | % | | | | 405,400 | | | | | | 413,200 | | | | | | (2) | | % |

| | | | | | | 82,917 | | | | | | 82,744 | | | | | | — | | % | | | | $ | 31,641.0 | | | | | $ | 31,861.7 | | | | | (1) | | % | | | | $ | 381,600 | | | | | $ | 385,100 | | | | | (1) | | % |

The increase in closings volume in the Southeast was due to our Florida markets (particularly Tampa) and in the North was due to our Indianapolis and Maryland markets.

The decrease in closings volume in the Southwest was due to our California markets (particularly Southern California).

| | | | | | | 2023 | | | | | | 2022 | | |

The percentage decrease resulted from a decrease of 530 basis points due to the average cost of our homes closed increasing while the average selling price of those homes decreased, partially offset by 10 basis points due to a reduction in warranty and construction defect costs.

Based on current market conditions, we expect to continue offering a higher level of incentives in fiscal 2024.

There were no impairment charges recorded in our homebuilding segment in fiscal 2022.

Business Acquisitions

In December 2022, we acquired the homebuilding operations of Riggins Custom Homes in Northwest Arkansas for approximately $107 million in cash.

The assets acquired included approximately 170 homes in inventory, 3,000 lots and a sales order backlog of 100 homes.

In June 2023, we acquired the homebuilding operations of Truland Homes for approximately $110 million in cash.

Truland Homes operates in Baldwin County, Alabama and Northwest Florida.

The assets acquired included approximately 155 homes in inventory, 620 lots and a sales order backlog of 55 homes.

We also acquired control of approximately 660 additional lots through land purchase contracts.

| | | | | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

The net fair value change, which for the years ended September 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was not significant, is recognized in current earnings.

At September 30, [removed: 2023,] [added: 2024,] hedging instruments used to mitigate interest rate risk related to uncommitted mortgage loans held for sale and uncommitted IRLCs totaled a notional amount of [removed: $4.3] [added: $3.8] billion.

Uncommitted IRLCs totaled a notional amount of approximately [removed: $2.7] [added: $2.0] billion and uncommitted mortgage loans held for sale totaled a notional amount of approximately [removed: $1.7] [added: $1.9] billion at September 30, [removed: 2023.][added: 2024.]

At September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had MBS totaling [removed: $1.1 billion] [added: $637.9 million] and [removed: $532.4 million,] [added: $1.1 billion,] respectively, that did not yet have IRLCs or closed loans created or assigned and recorded an asset of [removed: $15.7] [added: $2.4] million and [removed: $4.8] [added: $15.7] million, respectively, for the fair value of such MBS position.

The following table sets forth principal cash flows by scheduled maturity, effective weighted average interest rates and estimated fair value of our debt obligations as of September 30, [removed: 2023.][added: 2024.]

Because the mortgage repurchase [removed: facility is] [added: facilities are] effectively secured by certain mortgage loans held for sale that are typically sold within 60 days, [removed: its] [added: the] outstanding [removed: balance is] [added: balances related to those facilities are] included in the most current period presented.

The interest rate for our variable rate debt represents the weighted average interest rate in effect at September 30, [removed: 2023.][added: 2024.]

| | | | | | | Fiscal Year Ending September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value at September 30, [removed: 2023] [added: 2024] | | |

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | | | |

| Average interest rate | | | | | | [removed: 4.5] [added: 3.1] | | % | | | | [removed: 2.6] [added: 3.4] | | % | | | | [removed: 3.4] [added: 1.5] | | % | | | | [removed: 1.5] [added: 3.0] | | % | | | | [removed: 3.0] [added: 6.0] | | % | | | | [removed: —] [added: 5.3] | | % | | | | [removed: 2.8] [added: 3.3] | | % | | | | | | |

| Average interest rate | | | | | | [removed: 6.9] [added: 6.4] | | % | | | | — | | % | | | | [removed: 7.7] [added: —] | | % | | | | [removed: —] [added: 6.9] | | % | | | | — | | % | | | | — | | % | | | | [removed: 7.0] [added: 6.6] | | % | | | | | | |

| Fixed rate | | | | | | $ | 633.6 | | | | | $ | 910.3 | | | | | $ | 600.4 | | | | | $ | 800.0 | | | | | $ | 17.5 | | | | | $ | 700.0 | | | | | $ | 3,661.8 | | | | | $ | 3,575.5 | |

| Variable rate | | | | | | $ | 1,533.8 | | | | | $ | — | | | | | $ | — | | | | | $ | 745.0 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,278.8 | | | | | $ | 2,278.8 | |

| Fixed rate | | | | | | $ | 190.0 | | | | | $ | 522.7 | | | | | $ | 919.8 | | | | | $ | 607.2 | | | | | $ | 800.0 | | | | | $ | — | | | | | $ | 3,039.7 | | | | | $ | 2,772.3 | |

| Variable rate | | | | | | $ | 1,669.6 | | | | | $ | — | | | | | $ | 400.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,069.6 | | | | | $ | 2,069.6 | |

We construct and sell homes through our operating divisions in [removed: 118] [added: 125] markets across [removed: 33] [added: 36] states.

We have closed more than [removed: 1,000,000] [added: 1.1 million] homes during our [removed: 45-year] [added: 46-year] history, and we have been the largest volume homebuilder in the United States each year since 2002.

Our homebuilding operations are our core business, generating [removed: 90%] [added: 92%] of [removed: our] consolidated revenues of [removed: $35.5] [added: $36.8] billion in fiscal [removed: 2023, 95%] [added: 2024, 90%] of consolidated revenues of [removed: $33.5] [added: $35.5] billion in fiscal [removed: 2022] [added: 2023] and [removed: 96%] [added: 95%] of consolidated revenues of [removed: $27.8] [added: $33.5] billion in fiscal [removed: 2021.][added: 2022.]

Approximately [removed: 90%] [added: 87%] of our home sales revenue in fiscal [removed: 2023] [added: 2024] was generated from the sale of single-family detached homes, with the remainder from the sale of attached homes, such as townhomes, duplexes and triplexes.

For the year ended September 30, [removed: 2023,] [added: 2024,] our homebuilding operations closed [removed: 82,917] [added: 89,690] homes with an average closing price of [removed: $381,600.][added: $378,000.]

The single-family rental operations [removed: primarily] construct and lease single-family homes within a community and then [added: generally] market each community for a bulk sale of rental homes.

For the year ended September 30, [removed: 2023,] [added: 2024,] our rental operations closed [removed: 6,175] [added: 3,970] single-family rental homes and [removed: 2,112] [added: 2,202] multi-family rental units.

At September 30, [removed: 2023,] [added: 2024,] we owned [removed: 63%] [added: 62%] of the outstanding shares of Forestar Group Inc. (Forestar), a publicly traded residential lot development company listed on the NYSE under the ticker symbol “FOR.” Forestar operates across many of our homebuilding operating markets and is a key part of our homebuilding strategy to maintain relationships with land developers and to control a large portion of our land and lot position through land purchase contracts.

For the year ended September 30, [removed: 2023,] [added: 2024,] Forestar sold [removed: 14,040] [added: 15,068] lots to homebuilders, including [removed: 12,249] [added: 13,267] lots sold to D.R. Horton.

For the year ended September 30, [removed: 2023,] [added: 2024,] DHI Mortgage originated or brokered [removed: 63,135] [added: 70,693] mortgage loans.

Our homebuilding business operates in [removed: 118] [added: 125] markets across [removed: 33] [added: 36] states, which provides us with geographic diversification in our homebuilding inventory investments and our sources of revenues and earnings.

| Colorado | | | | | | Colorado Springs | | | | | | Alabama | | | | | | [removed: Birmingham] [added: Baldwin County] | | | | | | Delaware | | | | | | [removed: Southern] [added: Northern] Delaware | | |

| | | | | | | Fort Collins | | | | | | | | | | | | [removed: Mobile/Baldwin County] [added: Huntsville] | | | | | | Illinois | | | | | | Chicago | | |

| Oregon | | | | | | Bend | | | | | | | | | | | | [removed: Montgomery] [added: Mobile] | | | | | | Indiana | | | | | | Fort Wayne | | |

| | | | | | | Eugene/Springfield | | | | | | | | | | | | [removed: Tuscaloosa] [added: Montgomery] | | | | | | | | | | | | Indianapolis | | |

| | | | | | | Portland/Salem | | | | | | [added: Florida] | | | | | | [removed: Gainesville] [added: Fort Myers/Naples] | | | | | | Iowa | | | | | | Des Moines | | |

| Utah | | | | | | Salt Lake City | | | | | | | | | | | | [removed: Jacksonville] [added: Gainesville] | | | | | | | | | | | | Iowa City/Cedar Rapids | | |

| [added: Washington] | | | | | | [removed: St. George] [added: Bremerton] | | | | | | | | | | | | Lakeland | | | | | | Kentucky | | | | | | Louisville | | |

| [removed: Washington] | | | | | | Central Washington | | | | | | | | | | | | Melbourne/Vero Beach | | | | | | Maryland | | | | | | Baltimore | | |

| | | | | | | Tucson | | | | | | | | | | | | Tampa/Sarasota | | | | | | Ohio | | | | | | [removed: Cincinnati] [added: Cincinnati/Dayton] | | |

| | | | | | | Bay Area | | | | | | [added: Louisiana] | | | | | | [removed: West Palm Beach] [added: Baton Rouge] | | | | | | Pennsylvania | | | | | | Central Pennsylvania | | |

| | | | | | | Los Angeles County | | | | | | [added: Mississippi] | | | | | | [removed: Lake Charles/Lafayette] [added: Gulf Coast] | | | | | | | | | | | | Pittsburgh | | |

| | | | | | | Modesto/Merced/Stockton | | | | | | [removed: Mississippi] | | | | | | [removed: Gulf Coast] [added: Hattiesburg] | | | | | | Virginia | | | | | | Northern Virginia | | |

| Hawaii | | | | | | Oahu | | | | | | | | | | | | Augusta | | | | | | | | | | | | [added: Northern West Virginia] | | |

| Nevada | | | | | | Las Vegas | | | | | | | | | | | | Central Georgia | | | | | | [added: Wisconsin] | | | | | | [added: Southeast Wisconsin] | | |

| | | | | | | [added: Santa Fe] | | | | | | North Carolina | | | | | | Asheville | | | | | | | | | | | | | | |

| | | | | | | South Central Region | | | | | | | | | | | | [removed: Charlotte] [added: Greensboro/Winston-Salem] | | | | | | | | | | | | | | |

| Texas | | | | | | Abilene | | | | | | | | | | | | [removed: Wilmington] [added: Columbia] | | | | | | | | | | | | | | |

| | | | | | | [removed: Austin] [added: Tulsa] | | | | | | South Carolina | | | | | | Charleston | | | | | | | | | | | | | | |

| | | | | | | Bryan/College Station | | | | | | | | | | | | [removed: Greenville/Spartanburg] [added: Myrtle Beach] | | | | | | | | | | | | | | |

| | | | | | | [removed: Corpus Christi] [added: Beaumont] | | | | | | | | | | | | Hilton Head | | | | | | | | | | | | | | |

| | | | | | | East Texas | | | | | | [removed: Tennessee] | | | | | | [removed: Chattanooga] [added: Memphis] | | | | | | | | | | | | | | |

| | | | | | | Fort Worth | | | | | | | | | | | | [removed: Knoxville] [added: Nashville] | | | | | | | | | | | | | | |

| | | | | | | Killeen/Temple/Waco | | | | | | | | | | | | [removed: Nashville] | | | | | | | | | | | | | | |

| | | | | | | [removed: Lubbock] [added: Houston] | | | | | | | | | | | | Northeast Tennessee | | | | | | | | | | | | | | |

We are the largest homebuilding company in the United States as measured by number of homes closed in fiscal [removed: 2023,] [added: 2024,] and we are also one of the largest builders in most of the markets in which we operate.

At September 30, [removed: 2023,] [added: 2024,] we had [removed: 81] [added: 88] separate homebuilding operating divisions, many of which operate in more than one market area.

We completed the construction of most homes in [removed: three] [added: two] to [removed: eight] [added: five] months in fiscal [removed: 2023.][added: 2024.]

We also direct [removed: many] [added: most] of our promotional activities toward [added: digital marketing initiatives and] local real estate [removed: brokers and digital marketing initiatives,] [added: brokers,] which we believe are efficient uses of our marketing expenditures.

We offer various floor plans and product types with a primary focus on the first time and first time move-up [removed: homebuyer] [added: homebuyer,] which [removed: accounts] [added: account] for the majority of our home closings.

| | | | | | | Denver | | | | | | | | | | | | Birmingham | | | | | | | | | | | | Southern Delaware | | |

| | | | | | | Medford | | | | | | | | | | | | Tuscaloosa | | | | | | | | | | | | Northwest Indiana | | |

| | | | | | | St. George | | | | | | | | | | | | Jacksonville | | | | | | Kansas/Missouri | | | | | | Kansas City | | |

| | | | | | | Fresno/Tulare | | | | | | | | | | | | Lake Charles/Lafayette | | | | | | | | | | | | Philadelphia | | |

| | | | | | | | | | | | | | | | | | | Charlotte | | | | | | | | | | | | | | |

| Arkansas | | | | | | Little Rock | | | | | | | | | | | | New Bern/Greenville | | | | | | | | | | | | | | |

| | | | | | | Northwest Arkansas | | | | | | | | | | | | Raleigh/Durham/Fayetteville | | | | | | | | | | | | | | |

| Oklahoma | | | | | | Oklahoma City | | | | | | | | | | | | Wilmington | | | | | | | | | | | | | | |

| | | | | | | Austin | | | | | | | | | | | | Greenville/Spartanburg | | | | | | | | | | | | | | |

| | | | | | | Corpus Christi | | | | | | Tennessee | | | | | | Chattanooga | | | | | | | | | | | | | | |

| | | | | | | Dallas | | | | | | | | | | | | Knoxville | | | | | | | | | | | | | | |

| | | | | | | Lubbock | | | | | | | | | | | | | | | | | | | | | | | | | | |

We provide third-party training for our field personnel to become certified by the Occupational Safety and Health Administration.

We publish consistent and relevant ESG information on an annual basis.

| | | | | | | Denver | | | | | | | | | | | | Huntsville | | | | | | | | | | | | Northern Delaware | | |

| | | | | | | Medford | | | | | | Florida | | | | | | Fort Myers/Naples | | | | | | | | | | | | Northwest Indiana | | |

| | | | | | | Fresno/Tulare | | | | | | Louisiana | | | | | | Baton Rouge | | | | | | | | | | | | Philadelphia | | |

| Arkansas | | | | | | Northwest Arkansas | | | | | | | | | | | | Greensboro/Winston-Salem | | | | | | | | | | | | | | |

| Oklahoma | | | | | | Oklahoma City | | | | | | | | | | | | New Bern/Greenville | | | | | | | | | | | | | | |

| | | | | | | Tulsa | | | | | | | | | | | | Raleigh/Durham | | | | | | | | | | | | | | |

| | | | | | | Beaumont | | | | | | | | | | | | Columbia | | | | | | | | | | | | | | |

| | | | | | | Dallas | | | | | | | | | | | | Myrtle Beach | | | | | | | | | | | | | | |

| | | | | | | Houston | | | | | | | | | | | | Memphis | | | | | | | | | | | | | | |

In fiscal 2021, our construction cycle time lengthened primarily due to the COVID-19 pandemic and its effects on our supply chain, which resulted in shortages of certain building materials and tightness in the construction labor market.

Continuing supply chain delays and disruptions during fiscal 2022 lengthened our construction cycle time further.

We began to see improvements in our construction cycle time in fiscal 2023 and expect our cycle times to return to normalized levels during fiscal 2024.

We are committed to publishing consistent and relevant ESG information on an annual basis, and we plan to publish our second annual ESG report during the first quarter of fiscal 2024.

The [removed: resolution of these matters is expected to result in a monetary payment, an agreement to complete a supplemental environmental project that is intended to provide a tangible environmental benefit and entry of a consent decree in EPA Region 4 providing] [added: Consent Decree also provides] for ongoing reporting obligations and stipulated penalties for any future noncompliance with the [removed: consent decree.][added: Consent Decree in EPA Region 4.]

[removed: However, we] [added: We] do not believe it is reasonably possible that [added: any future obligations related to] this matter would result in a loss that would have a material effect on our consolidated financial position, results of operations or cash flows.

Since 2014, we have enhanced our practices and procedures related to stormwater compliance, and this matter has been resolved with each of these governmental entities through a consent decree issued in April 2024 (Consent Decree) and entered by the court in August 2024.

In addition to a stipulated monetary penalty, we agreed to complete a supplemental environmental project intended to provide a tangible environmental benefit.

Collectively, the cost of the penalty and the project is not expected to exceed $1 million.

Since 2014, we have enhanced our practices and procedures related to stormwater compliance, and we are currently in discussions to resolve these matters.

Collectively, these amounts may exceed $1 million.

For the Fiscal Year Ended September 30, [removed: 2023][added: 2024]

[removed: ][added: ]

As of March [removed: 31, 2023,] [added: 28, 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $32.9] [added: $53.3] billion based on the closing price as reported on the New York Stock Exchange.

As of November [removed: 13, 2023,] [added: 14, 2024,] there were [removed: 333,184,374] [added: 321,169,526] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated herein by reference (to the extent indicated) in Part III.

[removed: 2023] [added: 2024] ANNUAL REPORT ON FORM 10-K

| [ITEM [removed: 1.](#i2a63eef357a04405ab2ee14cf29fc072_16)] [added: 1.](#i8ac8b4d73f884b87bfd847686ac03854_13)] | | | [removed: [Business](#i2a63eef357a04405ab2ee14cf29fc072_16)] [added: [Business](#i8ac8b4d73f884b87bfd847686ac03854_13)] | | | [removed: [1](#i2a63eef357a04405ab2ee14cf29fc072_16)] [added: [1](#i8ac8b4d73f884b87bfd847686ac03854_13)] | | |

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| [ITEM [removed: 3.](#i2a63eef357a04405ab2ee14cf29fc072_28)] [added: 3.](#i8ac8b4d73f884b87bfd847686ac03854_25)] | | | [Legal [removed: Proceedings](#i2a63eef357a04405ab2ee14cf29fc072_28)] [added: Proceedings](#i8ac8b4d73f884b87bfd847686ac03854_25)] | | | [removed: [26](#i2a63eef357a04405ab2ee14cf29fc072_28)] [added: [28](#i8ac8b4d73f884b87bfd847686ac03854_25)] | | |

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| [ITEM [removed: 15.](#i2a63eef357a04405ab2ee14cf29fc072_196)] [added: 15.](#i8ac8b4d73f884b87bfd847686ac03854_193)] | | | [Exhibits and Financial Statement [removed: Schedules](#i2a63eef357a04405ab2ee14cf29fc072_196)] [added: Schedules](#i8ac8b4d73f884b87bfd847686ac03854_193)] | | | [removed: [109](#i2a63eef357a04405ab2ee14cf29fc072_196)] [added: [112](#i8ac8b4d73f884b87bfd847686ac03854_193)] | | |

| 5.000% Senior Notes due 2034 | | | | | | DHI 34 | | | | | | New York Stock Exchange | | |

| | | | [PART I](#i8ac8b4d73f884b87bfd847686ac03854_10) | | | | | |

| [ITEM 1C.](#i8ac8b4d73f884b87bfd847686ac03854_2086) | | | [Cybersecurity](#i8ac8b4d73f884b87bfd847686ac03854_2086) | | | [26](#i8ac8b4d73f884b87bfd847686ac03854_2086) | | |

| | | | [PART II](#i8ac8b4d73f884b87bfd847686ac03854_31) | | | | | |

| | | | [PART III](#i8ac8b4d73f884b87bfd847686ac03854_172) | | | | | |

| | | | [PART IV](#i8ac8b4d73f884b87bfd847686ac03854_190) | | | | | |

| [ITEM 16.](#i8ac8b4d73f884b87bfd847686ac03854_196) | | | [10-K Summary](#i8ac8b4d73f884b87bfd847686ac03854_196) | | | [117](#i8ac8b4d73f884b87bfd847686ac03854_196) | | |

| [SIGNATURES](#i8ac8b4d73f884b87bfd847686ac03854_199) | | | | | | [118](#i8ac8b4d73f884b87bfd847686ac03854_199) | | |

| | | | | | | | | | | | | | | |

| | | | [PART I](#i2a63eef357a04405ab2ee14cf29fc072_13) | | | | | |

| | | | [PART II](#i2a63eef357a04405ab2ee14cf29fc072_34) | | | | | |

| | | | [PART III](#i2a63eef357a04405ab2ee14cf29fc072_175) | | | | | |

| | | | [PART IV](#i2a63eef357a04405ab2ee14cf29fc072_193) | | | | | |

| [ITEM 16.](#i2a63eef357a04405ab2ee14cf29fc072_199) | | | [10-K Summary](#i2a63eef357a04405ab2ee14cf29fc072_199) | | | [114](#i2a63eef357a04405ab2ee14cf29fc072_199) | | |

| [SIGNATURES](#i2a63eef357a04405ab2ee14cf29fc072_202) | | | | | | [115](#i2a63eef357a04405ab2ee14cf29fc072_202) | | |

Risk Management and Strategy

We have processes in place for assessing, identifying, and managing risks from cybersecurity threats that may result in material adverse effects to the confidentiality, integrity and availability of our systems, operations and data.

These processes are a part of our overall risk assessment process.

Risks from cybersecurity threats include, among other things, unauthorized access, data theft, computer viruses, ransomware, malicious software and other disruptions.

We have implemented systems and processes utilizing a multilayered, proactive approach to identify, evaluate, mitigate and prevent potential cybersecurity threats.

Each of these layers contain multiple levels of protection and leverage industry standard framework including the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

At the management level, these systems and processes are overseen primarily by our Chief Information Officer (CIO) and our Cyber Security Risk Officer (CSRO).

We have implemented processes to assess, identify, and manage risks from cybersecurity threats, including the following:

- Muti-factor Authentication: We secure access to our network and systems through multi-factor authentication.

- Layered Email Protection: We have adopted a layered approach to email protection.

- Zero-Trust Security Model: We are working towards a zero-trust security model, utilizing group-based access controls to manage network resources.

- Continuous Monitoring: We continuously monitor our systems for security anomalies, to help enable early detection of issues and facilitating a rapid response.

- Regular Scans: We conduct weekly and monthly scans to identify and prioritize the mitigation of the most critical vulnerabilities.

- Quarterly Penetration Testing: We engage third-party consultants to perform quarterly penetration testing, examining our environment from various perspectives, including end-user and employee use cases, to thoroughly assess system vulnerabilities.

- Collaborative Evaluation and Remediation: In collaboration with our third-party consultants, we evaluate the outcomes of our testing, address and remediate any identified issues, and subsequently re-test the environment to confirm that the mitigations have effectively resolved the vulnerabilities.

- Regular Assessments and Gap Analyses: Our cybersecurity team regularly meets with the third-party consultants to assess overall risk and conduct gap analyses, ensuring the effectiveness of our current cybersecurity measures.

- Comprehensive Risk Assessment: Our comprehensive risk assessment includes evaluating potential security risks associated with the use of external service providers.

- Incident Response Readiness: We maintain a documented incident response readiness process that details the procedures to follow in the event of a security incident.

- Data Backup: We maintain comprehensive backups of all system files to facilitate data recovery during a security incident.

In addition to the above-described technology controls, we have implemented mandatory training and awareness programs designed to educate our employees on cybersecurity risks.

These include periodic exercises to help employees identify phishing schemes and other social engineering tactics, and we provide various methods for them to report suspicious activity that may give rise to a cybersecurity incident.

To date, we have not identified any risks from known cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

However, because the sophistication of cybersecurity threats continues to increase with rapidly evolving techniques to overcome security measures, the preventative actions we have taken and will continue to take to reduce the risks may not successfully protect our systems against a future cybersecurity incident.

For more information on how cybersecurity risk could materially affect our business, please refer to Item 1A, “Risk Factors.”

Governance

Our Board considers cybersecurity and other information technology risk as part of its risk oversight function.

The members of our Board receive reports on our cybersecurity risks and risk management on at least an annual basis from our CIO and CSRO.

These reports include reviewing current trends, processes and systems used to mitigate the risk of cybersecurity threats.

Our internal audit department also conducts cybersecurity reviews as part of its audit procedures and presents any findings to the Board.

We have protocols by which certain cybersecurity incidents would be escalated within the Company and, where appropriate, reported to the Board in a timely manner.

We invest a considerable amount of resources in training, tools and other resources to manage risks from cybersecurity threats.

Our cybersecurity program is led by an experienced team that creates cybersecurity policies and procedures and possesses expert knowledge related to controls and safeguards related to cybersecurity.

Led by our CIO, our cybersecurity team is responsible for assessing and managing risks from cybersecurity threats.

The CIO receives reports on cybersecurity threats from the cybersecurity team on an ongoing basis and in conjunction with the CSRO, regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks.

Our CIO and CSRO work closely with our legal team to oversee compliance with legal, regulatory and contractual security requirements.

Our CIO has more than 35 years of experience working in information technology including roles in the commercial software development, healthcare, industrial and professional services sectors.

While in those roles, our CIO has led governance, risk, and compliance technology programs and information security programs.

The CIO currently reports to the CFO.

Our CSRO has more than 23 years of experience working in information technology and cybersecurity roles including software development, identity and access management projects, privilege account management and multi-factor authentication implementations.

While in those roles, our CSRO has led projects and implementations for a variety of organizations that assess and create solutions for security concerns.

We also own office buildings totaling approximately 1.8 million square feet, and we lease approximately [removed: 780,000] [added: 750,000] square feet of office space under leases expiring through [removed: November 2028.][added: August 2032.]

We own ranch land and improvements totaling [removed: 93,700] [added: 94,200] acres, most of which has been owned for over 20 years.

Our common stock is listed on the NYSE under the symbol “DHI.” As of November [removed: 13, 2023,] [added: 14, 2024,] the closing price of our common stock on the NYSE was [removed: $122.32,] [added: $163.74,] and there were approximately [removed: 265] [added: 240] holders of record.

In October [removed: 2023,] [added: 2024,] our Board of Directors approved a quarterly cash dividend of [removed: $0.30] [added: $0.40] per common share, payable on November [removed: 28, 2023,] [added: 19, 2024] to stockholders of record on November [removed: 21, 2023.][added: 12, 2024.]

The declaration of future cash dividends is at the discretion of our Board [removed: of Directors] and will depend upon, among other things, our future earnings, cash flows, capital requirements, financial condition and general business conditions.

We may repurchase shares of our common stock from time to time pursuant to our [removed: $1.0] [added: $4.0] billion common stock repurchase authorization, which was approved by our Board [removed: of Directors] effective [removed: April] [added: July] 18, [removed: 2023,] [added: 2024] and [removed: which] replaced our prior [removed: $1.0] [added: $1.5] billion common stock repurchase [removed: authorization.][added: authorization that was effective as of October 31, 2023.]

During fiscal [removed: 2023,] [added: 2024,] we purchased [removed: 11.1] [added: 12.5] million shares of our common stock at a total cost, including commissions and excise taxes, of [removed: $1.2 billion.][added: $1.8 billion, of which $1.4 billion was repurchased under previous authorizations.]

Shares repurchased in July [removed: 2023] [added: 2024] included [removed: 585,063] [added: 1,404,544] shares purchased pursuant to a trading plan under Rule 10b5-1 of the Exchange Act.

The following table sets forth information concerning our common stock repurchases during the three months ended September 30, [removed: 2023.][added: 2024.]

| Period | | | | | | Total Number of Shares [removed: Purchased (1)] [added: Purchased] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs [removed: (1)] (In millions) | | |

During fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] we did not sell any equity securities that were not registered under the Securities Act of 1933, as amended (Securities Act).

The following graph illustrates the cumulative total stockholder return on D.R. Horton common stock for the last five fiscal years through September 30, [removed: 2023,] [added: 2024,] compared to the S&P 500 Index and the S&P 1500 Homebuilding Index.

The comparison assumes a hypothetical investment in D.R. Horton common stock and in each of the foregoing indices of $100 at September 30, [removed: 2018] [added: 2019] and assumes that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

At September 30, 2024, there was $3.6 billion remaining on the repurchase authorization.

| July 2024 (1) | | | | | | 1,985,844 | | | | | | $ | 151.73 | | | | | 1,985,844 | | | | | | $ | 3,896.6 | |

| August 2024 | | | | | | 1,155,312 | | | | | | 178.73 | | | | | | 1,155,312 | | | | | | 3,690.1 | | |

| September 2024 | | | | | | 281,800 | | | | | | 189.71 | | | | | | 281,800 | | | | | | 3,636.7 | | |

| Total | | | | | | 3,422,956 | | | | | | $ | 163.97 | | | | | 3,422,956 | | | | | | $ | 3,636.7 | |

_________________________

(1)Our $4.0 billion common stock repurchase authorization was in effect for much of the quarter; however, share repurchases in July 2024 included 1,404,544 shares purchased for $197.9 million under the previous authorization.

| D.R. Horton, Inc. | | | $ | 100.00 | | | | | $ | 145.26 | | | | | $ | 162.81 | | | | | $ | 132.03 | | | | | $ | 212.75 | | | | | $ | 380.76 | |

| S&P 500 Index | | | 100.00 | | | | | | 115.15 | | | | | | 149.70 | | | | | | 126.54 | | | | | | 153.89 | | | | | | 209.83 | | |

| S&P 1500 Homebuilding Index | | | 100.00 | | | | | | 133.20 | | | | | | 149.58 | | | | | | 118.48 | | | | | | 193.38 | | | | | | 342.07 | | |

At September 30, 2023, our remaining stock repurchase authorization was $234.0 million.

| July 2023 | | | | | | 975,998 | | | | | | $ | 123.21 | | | | | 975,998 | | | | | | $ | 536.9 | |

| August 2023 | | | | | | 2,066,704 | | | | | | 122.12 | | | | | | 2,066,704 | | | | | | 284.5 | | |

| September 2023 | | | | | | 429,116 | | | | | | 117.66 | | | | | | 429,116 | | | | | | 234.0 | | |

| Total | | | | | | 3,471,818 | | | | | | $ | 121.88 | | | | | 3,471,818 | | | | | | $ | 234.0 | |

_________________

(1) In October 2023, our Board of Directors authorized the repurchase of up to $1.5 billion of our common stock, replacing the previous authorization, which at that time had only $32.8 million remaining due to repurchases made subsequent to our fiscal year end.

| D.R. Horton, Inc. | | | $ | 100.00 | | | | | $ | 126.81 | | | | | $ | 184.21 | | | | | $ | 206.46 | | | | | $ | 167.44 | | | | | $ | 269.80 | |

| S&P 500 Index | | | 100.00 | | | | | | 104.25 | | | | | | 120.05 | | | | | | 156.07 | | | | | | 131.92 | | | | | | 160.44 | | |

| S&P 1500 Homebuilding Index | | | 100.00 | | | | | | 134.28 | | | | | | 178.85 | | | | | | 200.85 | | | | | | 159.09 | | | | | | 259.68 | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i2a63eef357a04405ab2ee14cf29fc072_100)] [added: Firm](#i8ac8b4d73f884b87bfd847686ac03854_97)] (PCAOB ID: 42) | | | [removed: [62](#i2a63eef357a04405ab2ee14cf29fc072_100)] [added: [65](#i8ac8b4d73f884b87bfd847686ac03854_97)] | | |

| [Consolidated Balance [removed: Sheets](#i2a63eef357a04405ab2ee14cf29fc072_103)] [added: Sheets](#i8ac8b4d73f884b87bfd847686ac03854_100)] | | | [removed: [65](#i2a63eef357a04405ab2ee14cf29fc072_103)] [added: [68](#i8ac8b4d73f884b87bfd847686ac03854_100)] | | |

| [Consolidated Statements of [removed: Operations](#i2a63eef357a04405ab2ee14cf29fc072_106)] [added: Operations](#i8ac8b4d73f884b87bfd847686ac03854_103)] | | | [removed: [66](#i2a63eef357a04405ab2ee14cf29fc072_106)] [added: [69](#i8ac8b4d73f884b87bfd847686ac03854_103)] | | |

| [Consolidated Statements of Total [removed: Equity](#i2a63eef357a04405ab2ee14cf29fc072_109)] [added: Equity](#i8ac8b4d73f884b87bfd847686ac03854_106)] | | | [removed: [67](#i2a63eef357a04405ab2ee14cf29fc072_109)] [added: [70](#i8ac8b4d73f884b87bfd847686ac03854_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2a63eef357a04405ab2ee14cf29fc072_112)] [added: Flows](#i8ac8b4d73f884b87bfd847686ac03854_109)] | | | [removed: [68](#i2a63eef357a04405ab2ee14cf29fc072_112)] [added: [71](#i8ac8b4d73f884b87bfd847686ac03854_109)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i2a63eef357a04405ab2ee14cf29fc072_115)] [added: Statements](#i8ac8b4d73f884b87bfd847686ac03854_112)] | | | [removed: [70](#i2a63eef357a04405ab2ee14cf29fc072_115)] [added: [73](#i8ac8b4d73f884b87bfd847686ac03854_112)] | | |

We have audited the accompanying consolidated balance sheets of D.R. Horton, Inc. and subsidiaries (the Company) as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, total equity and cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November [removed: 17, 2023] [added: 19, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At September 30, [removed: 2023,] [added: 2024,] the Company’s reserve for legal claims related to construction defect matters was [removed: $832.3] [added: $926] million. As explained in Note L to the consolidated financial statements, the Company has established reserves for construction defect matters based on the estimated costs of pending legal claims and the estimated costs of anticipated future legal claims related to previously closed homes, and this liability is included within the accrued expenses and other liabilities account in the consolidated balance sheet. This reserve estimate is subject to a high degree of variability and ongoing revision as the circumstances of individual pending claims and historical data and trends change. Management applies judgment in determining the key assumptions used in calculating the reserve for construction defect matters. Auditing the reserve for construction defect matters is complex and especially challenging due to the judgmental nature of the key assumptions related to projections of the frequency of future claims and the costs to resolve claims in consideration of historical claims information. These assumptions are developed by management, are subjective in nature and have a significant effect on the determined amount of the reserve for construction defect matters. | | |

We have audited D.R. Horton, Inc. and subsidiaries’ internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, D.R. Horton, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, total equity and cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] and the related notes and our report dated November [removed: 17, 2023] [added: 19, 2024] expressed an unqualified opinion thereon.

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 3,873.6] [added: 4,516.4] | | | | | $ | [removed: 2,540.5] [added: 3,873.6] | |

| Restricted cash | | | [removed: 26.5] [added: 27.6] | | | | | | [removed: 32.4] [added: 26.5] | | |

| Total cash, cash equivalents and restricted cash | | | [removed: 3,900.1] [added: 4,544.0] | | | | | | [removed: 2,572.9] [added: 3,900.1] | | |

| Construction in progress and finished homes | | | [removed: 9,001.4] [added: 8,875.8] | | | | | | [removed: 9,798.2] [added: 9,001.4] | | |

| Residential land and lots — developed and under development | | | [removed: 10,621.9] [added: 12,948.1] | | | | | | [removed: 9,173.1] [added: 10,621.9] | | |

| Land held for development | | | [removed: 50.0] [added: 160.6] | | | | | | [removed: 110.8] [added: 50.0] | | |

| Land held for sale | | | [removed: 8.7] [added: 12.7] | | | | | | [removed: 29.4] [added: 8.7] | | |

| Rental properties | | | [removed: 2,691.3] [added: 2,906.0] | | | | | | [removed: 2,544.2] [added: 2,691.3] | | |

| Total inventory | | | [removed: 22,373.3] [added: 24,903.2] | | | | | | [removed: 21,655.7] [added: 22,373.3] | | |

| Mortgage loans held for sale | | | [removed: 2,519.9] [added: 2,477.5] | | | | | | [removed: 2,386.0] [added: 2,519.9] | | |

| Deferred income taxes, net of valuation allowance of [removed: $14.8] [added: $14.9] million and [removed: $17.9] [added: $14.8] million at September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 187.2] [added: 167.5] | | | | | | [removed: 141.1] [added: 187.2] | | |

| Property and equipment, net | | | [removed: 445.4] [added: 531.0] | | | | | | [removed: 471.6] [added: 445.4] | | |

| Other assets | | | [removed: 2,993.0] [added: 3,317.6] | | | | | | [removed: 2,960.3] [added: 2,993.0] | | |

| Total assets | | | $ | [removed: 32,582.4] [added: 36,104.3] | | | | | $ | [removed: 30,351.1] [added: 32,582.4] | |

| Accounts payable | | | $ | [removed: 1,246.2] [added: 1,345.5] | | | | | $ | [removed: 1,360.3] [added: 1,246.2] | |

| Accrued expenses and other liabilities | | | [removed: 3,103.8] [added: 3,016.7] | | | | | | [removed: 3,138.3] [added: 3,103.8] | | |

| Notes payable | | | [removed: 5,094.5] [added: 5,917.7] | | | | | | [removed: 6,066.9] [added: 5,094.5] | | |

| Total liabilities | | | [removed: 9,444.5] [added: 10,279.9] | | | | | | [removed: 10,565.5] [added: 9,444.5] | | |

| Common stock, $.01 par value, 1,000,000,000 shares authorized, [removed: 401,202,253] [added: 402,848,342] shares issued and [removed: 334,848,565] [added: 324,027,360] shares outstanding at September 30, [removed: 2023] [added: 2024] and [removed: 399,172,937] [added: 401,202,253] shares issued and [removed: 343,953,023] [added: 334,848,565] shares outstanding at September 30, [removed: 2022] [added: 2023] | | | 4.0 | | | | | | 4.0 | | |

| Additional paid-in capital | | | [removed: 3,432.2] [added: 3,490.7] | | | | | | [removed: 3,349.5] [added: 3,432.2] | | |

| Retained earnings | | | [removed: 23,589.8] [added: 27,951.0] | | | | | | [removed: 19,185.3] [added: 23,589.8] | | |

| Treasury stock, [removed: 66,353,688] [added: 78,820,982] shares and [removed: 55,219,914] [added: 66,353,688] shares at September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, at cost | | | [removed: (4,329.8)] [added: (6,132.9)] | | | | | | [removed: (3,142.5)] [added: (4,329.8)] | | |

| Stockholders’ equity | | | [removed: 22,696.2] [added: 25,312.8] | | | | | | [removed: 19,396.3] [added: 22,696.2] | | |

| Noncontrolling interests | | | [removed: 441.7] [added: 511.6] | | | | | | [removed: 389.3] [added: 441.7] | | |

| Total equity | | | [removed: 23,137.9] [added: 25,824.4] | | | | | | [removed: 19,785.6] [added: 23,137.9] | | |

| Total liabilities and equity | | | $ | [removed: 32,582.4] [added: 36,104.3] | | | | | $ | [removed: 30,351.1] [added: 32,582.4] | |

Fort Worth, Texas

November 19, 2024

Fort Worth, Texas

November 19, 2024

| | | | 2024 | | | | | | 2023 | | |

| Net income | | | — | | | | | | — | | | | | | 4,756.4 | | | | | | — | | | | | | 49.6 | | | | | | 4,806.0 | | |

| Balances at September 30, 2024 (324,027,360 shares) | | | $ | 4.0 | | | | | $ | 3,490.7 | | | | | $ | 27,951.0 | | | | | $ | (6,132.9) | | | | | $ | 511.6 | | | | | $ | 25,824.4 | |

| Reduction of notes payable upon deconsolidation of variable interest entity | | | $ | (127.8) | | | | | $ | — | | | | | $ | — | |

During fiscal 2024, the Company determined that it no longer controlled the activities that most significantly impacted the variable interest entity’s economic performance, and the variable interest entity is no longer consolidated.

There were no material business acquisitions made in fiscal 2024.

| | | | 2024 | | | | | | 2023 | | |

Pending Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosures.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

It also requires disclosure of the amount and description of the composition of other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

The standard is effective for the Company’s annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026 on a retrospective basis to all periods presented.

This standard will impact the Company’s disclosures but will not impact its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures,” which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax related disclosures.

The standard is effective for the Company beginning October 1, 2025, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,” which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

The standard is effective for the Company’s annual periods beginning in fiscal 2028 and interim periods beginning in the first quarter of fiscal 2029, with early adoption permitted.

The Company is currently evaluating the impact this standard will have on its disclosures.

The Company sells substantially all of the mortgages it originates and the related servicing rights to third-party purchasers, typically within 60 days of origination.

| | | | | | | September 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 3,623.0 | | | | | $ | 157.6 | | | | | $ | 481.2 | | | | | $ | 242.3 | | | | | $ | 12.3 | | | | | $ | 4,516.4 | |

| Restricted cash | | | | | | 4.8 | | | | | | 2.2 | | | | | | — | | | | | | 20.6 | | | | | | — | | | | | | 27.6 | | |

| Rental properties | | | | | | — | | | | | | 2,902.4 | | | | | | — | | | | | | — | | | | | | 3.6 | | | | | | 2,906.0 | | |

| | | | | | | 20,031.0 | | | | | | 2,902.4 | | | | | | 2,266.2 | | | | | | — | | | | | | (296.4) | | | | | | 24,903.2 | | |

| Property and equipment, net | | | | | | 500.2 | | | | | | 1.1 | | | | | | 7.1 | | | | | | 4.0 | | | | | | 18.6 | | | | | | 531.0 | | |

| Other assets | | | | | | 2,976.5 | | | | | | 74.5 | | | | | | 85.6 | | | | | | 212.3 | | | | | | (31.3) | | | | | | 3,317.6 | | |

| | | | | | | $ | 27,481.4 | | | | | $ | 3,123.1 | | | | | $ | 2,840.1 | | | | | $ | 2,956.7 | | | | | $ | (297.0) | | | | | $ | 36,104.3 | |

| Accounts payable | | | | | | $ | 1,046.1 | | | | | $ | 474.2 | | | | | $ | 85.9 | | | | | $ | 0.8 | | | | | $ | (261.5) | | | | | $ | 1,345.5 | |

| Accrued expenses and other liabilities | | | | | | 2,552.0 | | | | | | 67.8 | | | | | | 452.8 | | | | | | 234.6 | | | | | | (290.5) | | | | | | 3,016.7 | | |

| Notes payable | | | | | | 2,926.8 | | | | | | 750.7 | | | | | | 706.4 | | | | | | 1,533.8 | | | | | | — | | | | | | 5,917.7 | | |

| | | | | | | $ | 6,524.9 | | | | | $ | 1,292.7 | | | | | $ | 1,245.1 | | | | | $ | 1,769.2 | | | | | $ | (552.0) | | | | | $ | 10,279.9 | |

| Land/lot sales and other | | | | | | 58.2 | | | | | | — | | | | | | 1,509.4 | | | | | | — | | | | | | (1,237.4) | | | | | | 330.2 | | |

| | | | | | | 33,961.8 | | | | | | 1,685.1 | | | | | | 1,509.4 | | | | | | 882.5 | | | | | | (1,237.4) | | | | | | 36,801.4 | | |

| Home sales (2) | | | | | | 25,952.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | (262.9) | | | | | | 25,689.2 | | |

| Land/lot sales and other | | | | | | 40.0 | | | | | | — | | | | | | 1,145.9 | | | | | | — | | | | | | (989.8) | | | | | | 196.1 | | |

Dallas, Texas

November 17, 2023

| | | | | | | | | | | | |

| Gain on sale of assets | | | — | | | | | | — | | | | | | (14.0) | | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 18.1 | | |

| Balances at September 30, 2020 (363,999,982 shares) | | | $ | 3.9 | | | | | $ | 3,240.9 | | | | | $ | 9,757.8 | | | | | $ | (1,162.6) | | | | | $ | 281.5 | | | | | $ | 12,121.5 | |

| Net income | | | — | | | | | | — | | | | | | 4,175.8 | | | | | | — | | | | | | 15.4 | | | | | | 4,191.2 | | |

| Distributions to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | (0.1) | | |

| Expenditures related to rental properties | | | — | | | | | | — | | | | | | (173.9) | | |

| Repurchases of common stock not settled | | | $ | — | | | | | $ | — | | | | | $ | 25.6 | |

In December 2022, the Company acquired the homebuilding operations of Riggins Custom Homes in Northwest Arkansas for approximately $107 million in cash.

The assets acquired included approximately 170 homes in inventory and 3,000 lots.

The purchase price was recorded to inventory, and no goodwill was recorded as a result of this transaction.

In June 2023, the Company acquired the homebuilding operations of Truland Homes for approximately $110 million in cash.

Truland Homes operates in Baldwin County, Alabama and Northwest Florida.

The assets acquired included approximately 155 homes in inventory and 620 lots.

The Company also acquired control of approximately 660 additional lots through land purchase contracts.

The accounting for

Stock options are granted at exercise prices which equal the market value of the Company’s common stock at the date of the grant.

All stock options outstanding at September 30, 2023 have vested and expire 10 years after the dates on which they were granted.

The fair values of restricted stock units are based on the Company’s stock price on the date of grant.

The fair values of stock options granted are calculated on the date of grant using a Black-Scholes option pricing model.

Determining the fair value of stock options requires judgment in developing assumptions and involves a number of estimates.

These estimates include, but are not limited to, the expected stock price volatility over the term of the awards, the expected dividend yield and expected stock option exercise behavior.

_____________

| | | | | | | September 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 2,040.7 | | | | | $ | 109.9 | | | | | $ | 264.8 | | | | | $ | 103.3 | | | | | $ | 21.8 | | | | | $ | 2,540.5 | |

| Restricted cash | | | | | | 11.3 | | | | | | 1.4 | | | | | | — | | | | | | 19.7 | | | | | | — | | | | | | 32.4 | | |

| Rental properties | | | | | | — | | | | | | 2,572.1 | | | | | | — | | | | | | — | | | | | | (27.9) | | | | | | 2,544.2 | | |

| | | | | | | 17,324.4 | | | | | | 2,572.1 | | | | | | 2,022.4 | | | | | | — | | | | | | (263.2) | | | | | | 21,655.7 | | |

| Property and equipment, net | | | | | | 361.8 | | | | | | 2.0 | | | | | | 5.7 | | | | | | 4.3 | | | | | | 97.8 | | | | | | 471.6 | | |

| Other assets | | | | | | 2,266.5 | | | | | | 18.4 | | | | | | 50.1 | | | | | | 492.5 | | | | | | 132.8 | | | | | | 2,960.3 | | |

| | | | | | | $ | 22,285.3 | | | | | $ | 2,696.7 | | | | | $ | 2,343.0 | | | | | $ | 3,005.8 | | | | | $ | 20.3 | | | | | $ | 30,351.1 | |

| Accounts payable | | | | | | $ | 1,149.1 | | | | | $ | 233.6 | | | | | $ | 72.2 | | | | | $ | 0.2 | | | | | $ | (94.8) | | | | | $ | 1,360.3 | |

| Accrued expenses and other liabilities | | | | | | 2,365.7 | | | | | | 25.0 | | | | | | 365.4 | | | | | | 596.2 | | | | | | (214.0) | | | | | | 3,138.3 | | |

| Notes payable | | | | | | 2,942.6 | | | | | | 800.0 | | | | | | 706.0 | | | | | | 1,618.3 | | | | | | — | | | | | | 6,066.9 | | |

| | | | | | | $ | 6,457.4 | | | | | $ | 1,058.6 | | | | | $ | 1,143.6 | | | | | $ | 2,214.7 | | | | | $ | (308.8) | | | | | $ | 10,565.5 | |

| Land/lot sales and other | | | | | | 75.0 | | | | | | — | | | | | | 1,325.8 | | | | | | — | | | | | | (1,188.8) | | | | | | 212.0 | | |

| | | | | | | 26,577.6 | | | | | | 267.8 | | | | | | 1,325.8 | | | | | | 823.6 | | | | | | (1,220.6) | | | | | | 27,774.2 | | |

| Home sales (2) | | | | | | 19,748.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | (140.1) | | | | | | 19,608.3 | | |

Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures as of September 30, [removed: 2023] [added: 2024] were effective in providing reasonable assurance that information required to be disclosed in the reports the Company files, furnishes, submits or otherwise provides the Securities and Exchange Commission (SEC) under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports filed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, in such a manner as to allow timely decisions regarding the required disclosure.

There have been no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of September 30, [removed: 2023.][added: 2024.]

Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] as stated in their report included herein.

During the three months ended September 30, [removed: 2023,] [added: 2024,] no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

The information required by this item is set forth under the captions *“Proposal One — Election of Directors,” “Corporate Governance and Board Matters”* and *“Delinquent Section 16(a) [removed: Reports,”* if applicable,] [added: Reports”*] in the registrant’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders and incorporated herein by reference.

The information required by this item is set forth under the captions *“Executive Compensation”* and *“CEO Pay Ratio”* in the registrant’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders and incorporated herein by reference.

The following table summarizes our equity compensation plans as of September 30, [removed: 2023.][added: 2024.]

| | | | [removed: (a) Number] [added: (a) Number] of Shares [removed: to be] [added: to be] Issued [removed: Upon Exercise of Outstanding Options, Warrants] [added: Upon Exercise of Outstanding Options, Warrants] and Rights | | | | | | | | | [removed: (b) Weighted-Average Exercise] [added: (b) Weighted-Average Exercise] Price [removed: of Outstanding Options, Warrants] [added: of Outstanding Options, Warrants] and Rights | | | | | | | | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | | | | |

(1)Amount includes outstanding [removed: stock option and] restricted stock unit awards.

(3)Amount includes [removed: 2,406,583] [added: 2,269,236] shares reserved for issuance under the Company’s Employee Stock Purchase Plan.

Under the Employee Stock Purchase Plan, employees purchased [removed: 143,960] [added: 137,347] shares of common stock in fiscal [removed: 2023.][added: 2024.]

The remaining information required by this item is set forth under the caption *“Beneficial Ownership of Common Stock”* in the registrant’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders and incorporated herein by reference.

| Equity compensation plans approved by stockholders | | | 3,617,516 | | | (1) | | | | | | $ | — | | (2) | | | | | | 5,886,752 | | | (3) | | |

| Total | | | 3,617,516 | | | | | | | | | $ | — | | | | | | | | 5,886,752 | | | | | |

(2)Restricted stock units have no exercise price.

| Equity compensation plans approved by stockholders | | | 4,576,588 | | | (1) | | | | | | $ | 23.86 | | (2) | | | | | | 6,983,171 | | | (3) | | |

| Total | | | 4,576,588 | | | | | | | | | $ | 23.86 | | | | | | | | 6,983,171 | | | | | |

(2)Amount reflects the weighted average exercise price with respect to outstanding stock options and does not take into account outstanding restricted stock units, which do not have an exercise price.

The information required by this item is set forth under the captions *“Certain Relationships and Related Person Transactions”* and *“Corporate Governance and Board Matters”* in the registrant’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders and incorporated herein by reference.

The information required by this item is set forth under the caption *“Independent Registered Public Accountants”* in the registrant’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders and incorporated herein by reference.

[removed: (b)Exhibits][added: (b)Exhibits]

| 2.1 | | | | | | | | | [Agreement and Plan of Merger dated June 29, 2017 by and among the Company, Force Merger Sub, Inc. and Forestar Group Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/882184/000119312517217553/d371231dex21.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/882184/000119312517217553/d371231dex21.htm)] | | |

| 3.1 | | | | | | | | | [Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, of the Company, dated January 31, 2006, and the Amended and Restated Certificate of Incorporation, as amended, of the Company dated March 18, 1992 (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/882184/000095013406001675/d32551exv3w1.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/882184/000095013406001675/d32551exv3w1.htm)] | | |

| 3.2 | | | | | | | | | [Amended and Restated [removed: Bylaws](http://www.sec.gov/Archives/edgar/data/882184/000119312517337236/d489193dex31.htm) [of] [added: Bylaws of] the [removed: Company](http://www.sec.gov/Archives/edgar/data/882184/000119312517337236/d489193dex31.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm)[,](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm) [effective as of August 23, 2024](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm)] [(incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC [removed: on November 8, 2017).](http://www.sec.gov/Archives/edgar/data/882184/000119312517337236/d489193dex31.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm) [August 28,](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm) [](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm)[2024](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm)[).](https://www.sec.gov/Archives/edgar/data/882184/000088218424000043/exhibit31amendedbylaws.htm)] | | |

| 4.1 | | | | | | | | | [See Exhibit [removed: 3.1.](http://www.sec.gov/Archives/edgar/data/882184/000095013406001675/d32551exv3w1.htm)] [added: 3.1.](https://www.sec.gov/Archives/edgar/data/882184/000095013406001675/d32551exv3w1.htm)] | | |

| 4.2 | | | | | | | | | [Senior Debt Securities Indenture, dated as of October 10, 2019, among the Company and Branch Banking and Trust Company, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/882184/000119312519265816/d817968dex41.htm) [](http://www.sec.gov/Archives/edgar/data/882184/000119312519265816/d817968dex41.htm)[(incorporated] [added: trustee (incorporated] by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/882184/000119312519265816/d817968dex41.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/882184/000119312519265816/d817968dex41.htm)] | | |

| 4.3 | | | | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: October 10, 2019,] [added: May 5, 2020,] among the Company, the guarantors named therein and Branch Banking [removed: an](http://www.sec.gov/Archives/edgar/data/882184/000119312519265816/d817968dex42.htm)[d] [added: and] Trust Company, as trustee, relating to the [removed: 2.500%] [added: 2.600%] Senior Notes Due [removed: 2024] [added: 2025] issued by the Company (incorporated by reference from Exhibit [removed: 4.2] [added: 4.1] to the Company’s Current Report on Form 8-K filed with the SEC on [removed: October 10, 2019).](http://www.sec.gov/Archives/edgar/data/882184/000119312519265816/d817968dex42.htm)] [added: May 5, 2020).](https://www.sec.gov/Archives/edgar/data/882184/000119312520133727/d792024dex41.htm)] | | |

| 4.4 | | | | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: May 5,] [added: October 2,] 2020, among the Company, the guarantors named therein and [added: Truist Bank (formerly known as] Branch Banking and Trust [removed: Company,] [added: Company),] as trustee, relating to the [removed: 2.600%] [added: 1.400%] Senior Notes Due [removed: 2025] [added: 2027] issued by the Company (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on [removed: May 5, 2020).](http://www.sec.gov/Archives/edgar/data/882184/000119312520133727/d792024dex41.htm)] [added: October 2, 2020).](https://www.sec.gov/Archives/edgar/data/882184/000119312520262510/d32970dex41.htm)] | | |

| 4.5 | | | | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: October 2, 2020,] [added: August 5, 2021,] among the Company, the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, relating to the [removed: 1.400%] [added: 1.300%] Senior Notes [removed: Due 2027 issued by the Company] [added: due 2026 of D.R. Horton, Inc.] (incorporated by reference from Exhibit 4.1 [removed: to] [added: of] the Company’s Current Report on Form 8-K filed with the SEC on [removed: October 2, 2020).](http://www.sec.gov/Archives/edgar/data/882184/000119312520262510/d32970dex41.htm)] [added: August 5, 2021).](https://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex41.htm)] | | |

| [removed: 4.6] [added: 4.7] | | | | | | | | | [removed: [Fourth] [added: [Sixth] Supplemental Indenture, dated as of August [removed: 5, 2021, among](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex41.htm) [the Company](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex41.htm)[,] [added: 14, 2024, among D.R. Horton, Inc.,] the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, relating to the [removed: 1.300%] [added: 5.000%] Senior Notes due [removed: 2026] [added: 2034] of D.R. Horton, Inc. (incorporated by [removed: reference](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex41.htm) [from](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex41.htm) [Exhibit] [added: reference from Exhibit] 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August [removed: 5, 2021).](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex41.htm)] [added: 14, 2024).](https://www.sec.gov/Archives/edgar/data/882184/000119312524200279/d852065dex41.htm)] | | |

| [removed: 4.7] [added: 4.6] | | | | | | | | | [Fifth Supplemental Indenture, dated as of August 5, 2021, [removed: among](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex43.htm) [the Company](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex43.htm)[,] [added: among] the [added: Company, the] guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee (incorporated by [removed: reference](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex43.htm) [from](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex43.htm) [Exhibit] [added: reference from Exhibit] 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex43.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/882184/000119312521237701/d201320dex43.htm)] | | |

| 4.8 | | | | | | | | | [Indenture, dated as of February 25, 2020, by and among Forestar Group Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on February 25, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1406587/000119312520047692/d884928dex41.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1406587/000119312520047692/d884928dex41.htm)] | | |

| 4.9 | | | | | | | | | [Indenture, dated as of April 21, 2021, by and among Forestar Group Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on April 21, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1406587/000119312521124943/d147723dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1406587/000119312521124943/d147723dex41.htm)] | | |

| [removed: 4.10] [added: 10.24] | | | [added: †] | | | | | | [removed: [Description of Securities] [added: [Summary of](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm) [Director Com](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[pensation](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm) [(fiscal 202](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[4](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[)] (incorporated by reference from Exhibit [removed: 4.17 to] [added: 10.2](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[8](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm) [to] the Company’s Annual Report on Form 10-K for the year ended September 30, [removed: 2019,] [added: 202](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[3](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[,] filed with the SEC on November [removed: 25, 2019).](http://www.sec.gov/Archives/edgar/data/882184/000088218419000147/a2019930-10kexhibit417.htm)] [added: 1](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[7](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[, 202](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[3](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)[).](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm)] | | |

| 10.1 | | | | | | | | | [removed: [Form] [added: Form] of Indemnification Agreement between the Company and each of its [removed: directors](#i2a63eef357a04405ab2ee14cf29fc072_1)] [added: directors] [and executive officers and schedules of substantially identical documents (incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the SEC on November 22, 1995 (file number 1-14122); Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the SEC on August 6, 1998; and Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, [removed: 2001).](http://www.sec.gov/Archives/edgar/data/882184/000095013401501950/d87419ex10-4.txt)] [added: 2001).](https://www.sec.gov/Archives/edgar/data/882184/000095013401501950/d87419ex10-4.txt)] | | |

| 10.2 | | | † | | | | | | [D.R. Horton, Inc. 1991 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 13, [removed: 2002).](http://www.sec.gov/Archives/edgar/data/882184/000088218402000006/exhibit102.txt)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/882184/000088218402000006/exhibit102.txt)] | | |

| 10.3 | | | † | | | | | | [Amendment No. 1 to 1991 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 13, [removed: 2002).](http://www.sec.gov/Archives/edgar/data/882184/000088218402000006/exhibit103.txt)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/882184/000088218402000006/exhibit103.txt)] | | |

| 10.5 | | | † | | | | | | [D.R. Horton, Inc. 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/882184/000095013406001675/d32551exv10w6.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/882184/000095013406001675/d32551exv10w6.htm)] | | |

| 10.6 | | | † | | | | | | [D.R. Horton, Inc. 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, [removed: 2011).](http://www.sec.gov/Archives/edgar/data/882184/000095012311005585/d79260exv10w1.htm)] [added: 2011).](https://www.sec.gov/Archives/edgar/data/882184/000095012311005585/d79260exv10w1.htm)] | | |

| 10.7 | | | † | | | | | | [D.R. Horton, Inc. 2006 Stock Incentive Plan, as amended and restated, effective as of December 11, 2014 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/882184/000119312515019980/d857731dex101.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/882184/000119312515019980/d857731dex101.htm)] | | |

| 10.8 | | | † | | | | | | [Form of Non-Qualified Stock Option Agreement under the D.R. Horton, Inc. 2006 Stock Incentive Plan (Employee - Term Vesting 2006 Form) (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 8, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/882184/000095013406008928/d35727exv10w2.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/882184/000095013406008928/d35727exv10w2.htm)] | | |

| 10.9 | | | † | | | | | | [Form of Non-Qualified Stock Option Agreement under the D.R. Horton, Inc. 2006 Stock Incentive Plan (Director - Term Vesting 2006 Form) (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 8, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/882184/000095013406008928/d35727exv10w3.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/882184/000095013406008928/d35727exv10w3.htm)] | | |

| 10.10 | | | † | | | | | | [Form of Non-Qualified Stock Option Agreement (Employee-Term Vesting 2008 Form) pursuant to the Company’s 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/882184/000119312508032689/dex102.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/882184/000119312508032689/dex102.htm)] | | |

| 10.11 | | | † | | | | | | [Form of Non-Qualified Stock Option Agreement (Outside Director-Term Vesting 2008 Form) pursuant to the Company’s 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/882184/000119312508032689/dex103.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/882184/000119312508032689/dex103.htm)] | | |

| 10.12 | | | † | | | | | | [Form of Restricted Stock Unit Agreement pursuant to the Company’s 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/882184/000095012310091822/d76661exv10w1.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/882184/000095012310091822/d76661exv10w1.htm)] | | |

| 10.13 | | | † | | | | | | [Form of Restricted Stock Unit Agreement pursuant to the Company’s 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, [removed: 2011).](http://www.sec.gov/Archives/edgar/data/882184/000119312511314518/d256830dex102.htm)] [added: 2011).](https://www.sec.gov/Archives/edgar/data/882184/000119312511314518/d256830dex102.htm)] | | |

| 10.14 | | | † | | | | | | [Form of Restricted Stock Unit Agreement (Outside Director) pursuant to the Company’s 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, filed with the SEC on January 29, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/882184/000088218413000012/a12312012exhibit104.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/882184/000088218413000012/a12312012exhibit104.htm)] | | |

| 10.15 | | | † | | | | | | [Form of Restricted Stock Unit Agreement (Employees) pursuant to the Company’s 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/882184/000119312514409217/d820272dex104.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/882184/000119312514409217/d820272dex104.htm)] | | |

| 10.16 | | | † | | | | | | [Form of Time-Based Restricted Stock Unit Agreement (Employees) pursuant to the Company’s 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on April 24, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/882184/000088218415000051/a3312015exhibit104.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/882184/000088218415000051/a3312015exhibit104.htm)] | | |

| 10.17 | | | † | | | | | | [Form of Stock Award Agreement pursuant to the Company’s 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/882184/000095012310091822/d76661exv10w2.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/882184/000095012310091822/d76661exv10w2.htm)] | | |

| [removed: 10.18] [added: 10.19] | | | † | | | | | | D.R. Horton, Inc. Supplemental Executive Retirement Plan No. 1 (incorporated by reference from the Company’s Transitional Report on Form 10-K for the period from January 1, 1993 to September 30, 1993, filed with the SEC on December 28, 1993 (file number 1-14122)). | | |

| [removed: 10.19] [added: 10.20] | | | † | | | | | | [D.R. Horton, Inc. Amended and Restated Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/882184/000136231008008261/c78340exv10w1.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/882184/000136231008008261/c78340exv10w1.htm)] | | |

| [removed: 10.20] [added: 10.21] | | | † | | | | | | [D.R. Horton, Inc. Amended and Restated Supplemental Executive Retirement Plan No. 2 (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/882184/000136231008008261/c78340exv10w2.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/882184/000136231008008261/c78340exv10w2.htm)] | | |

| [removed: 10.21] [added: 10.22] | | | † | | | | | | [D.R. Horton, Inc. 2018 Incentive Bonus Plan, dated November 6, 2018 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/882184/000088218418000112/exhibit1012018incentivebon.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/882184/000088218418000112/exhibit1012018incentivebon.htm)] | | |

| [removed: 10.22] [added: 10.23] | | | † | | | | | | [removed: [Executive] [added: [Summary of Executive] Compensation [removed: Notice and Summary – Chairman, CEO,] [added: Notification -](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm) [Executive Vice Chair, CEO](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[, COO] and [removed: Co-COOs (incorporated] [added: CFO (fiscal 2024)](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm) [(incorporated] by reference from Exhibit [removed: 10.1 to] [added: 10.2](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[7](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm) [to] the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K for the year ended September 30, 202](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[3](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[,] filed with the SEC on [removed: March 29, 2022).](http://www.sec.gov/Archives/edgar/data/882184/000088218422000091/execcompplanamend-ex101.htm)] [added: November 1](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[7](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[, 202](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[3](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)[).](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)] | | |

| [removed: 10.23] [added: 10.59] | | | [removed: †] | | | | | | [removed: [Form of Performance Restricted Stock Unit Agreement – Named Executive Officers] [added: [Master Supply Agreement](https://www.sec.gov/Archives/edgar/data/882184/000119312517217553/d371231dex102.htm)[,](https://www.sec.gov/Archives/edgar/data/882184/000119312517217553/d371231dex102.htm) [dated June 29, 2017](https://www.sec.gov/Archives/edgar/data/882184/000119312517217553/d371231dex102.htm)[,](https://www.sec.gov/Archives/edgar/data/882184/000119312517217553/d371231dex102.htm) [by and between the Company and Forestar Group Inc.] (incorporated by reference from Exhibit 10.2 to the Company’s [removed: current] [added: Current] Report on Form 8-K filed with the SEC on [removed: March] [added: June] 29, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/882184/000088218422000091/execcompplanamend-ex102.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/882184/000119312517217553/d371231dex102.htm)] | | |

| [removed: 10.24] [added: 97.1] | | | † | | | | | | [removed: [Summary of Executive Compensation Notification - Chairman, CEO and Co-COOs (fiscal] [added: [D.R. Horton, Inc. Clawback Policy (effective October 2,] 2023) (incorporated by reference from Exhibit [removed: 10.23] [added: 97.1] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended September 30, [removed: 2022,] [added: 2023,] filed with the SEC on November [removed: 18, 2022).](http://www.sec.gov/Archives/edgar/data/882184/000088218421000190/a9302021exhibit1023.htm)] [added: 17, 2023).](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit971clawback.htm)] | | |

| [removed: 10.25] [added: 10.27] | | | [removed: †] | | | | | | [removed: [Summary of Executive Compensation Notification - Other Executive Officer - CFO (fiscal 2023)] [added: [Grantor Trust Agreement, dated June 21, 2002, by and between the Company and Wachovia Bank, National Association, as Trustee] (incorporated by reference from Exhibit [removed: 10.25] [added: 10.34] to the Company’s Annual Report on Form 10-K for the [added: fiscal] year ended September 30, [removed: 2022,] [added: 2002,] filed with the SEC on [removed: November 18, 2022).](http://www.sec.gov/Archives/edgar/data/882184/000088218421000190/a9302021exhibit1025.htm)] [added: December 13, 2002).](https://www.sec.gov/Archives/edgar/data/882184/000093066102004301/dex1034.txt)] | | |

| [removed: 10.27] [added: 10.25] | | | *† | | | | | | [Summary of Executive Compensation Notification [removed: -](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm) [Executive](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm) [Vice Chair,] [added: - Executive](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024exhibit1025execs.htm) [Chair](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024exhibit1025execs.htm)[man](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024exhibit1025execs.htm)[,] CEO, COO and CFO (fiscal [removed: 2024).](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit1027execs.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024exhibit1025execs.htm)[5](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024exhibit1025execs.htm)[).](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024exhibit1025execs.htm)] | | |

| [removed: 10.28] [added: 10.26] | | | *† | | | | | | [Summary of Director Compensation (fiscal [removed: 2024)](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023ex1028directors.htm).] [added: 202](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024ex1026directors.htm)[5](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024ex1026directors.htm)[)](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024ex1026directors.htm).] | | |

| 4.10 | | | * | | | | | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024ex410descriptionof.htm) | | |

| 10.52 | | | | | | | | | [Second Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated February 16, 2024, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/882184/000088218424000018/mortrepurchexh101-feb2024.htm) [to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2024).](https://www.sec.gov/Archives/edgar/data/882184/000088218424000018/mortrepurchexh101-feb2024.htm) | | |

| 10.53 | | | | | | | | | [Third Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated August 29, 2024, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2024).](https://www.sec.gov/Archives/edgar/data/882184/000088218424000047/mortrepurchexh101-aug2024.htm) | | |

| 19.1 | | | * | | | | | | [Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/882184/000088218424000057/a9302024ex191insidertradin.htm) | | |

| 10.26 | | | † | | | | | | [Summary of Director, Committee and Chairperson Compensation (fiscal 2023) (incorporated by reference from Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on November 18, 2022).](http://www.sec.gov/Archives/edgar/data/882184/000088218421000190/a9302021exhibit1027.htm) | | |

| 10.30 | | | | | | | | | [Grantor Trust Agreement, dated June 21, 2002, by and between the Company and Wachovia Bank, National Association, as Trustee (incorporated by reference from Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002, filed with the SEC on December 13, 2002).](http://www.sec.gov/Archives/edgar/data/882184/000093066102004301/dex1034.txt) | | |

| 10.64 | | | | | | | | | [Amendment No. 3 to Credit Agreement, dated October 28, 2022 by and among Forestar Group Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to Forestar’s Current Report on Form 8-K filed with the SEC on November 1, 2022).](http://www.sec.gov/Archives/edgar/data/1406587/000119312522275029/d240474dex101.htm) | | |

| 97.1 | | | *† | | | | | | [D.R. Horton, Inc. Clawback Policy (effective October 2, 2023).](https://www.sec.gov/Archives/edgar/data/882184/000088218423000115/a9302023exhibit971clawback.htm) | | |

| Date: | | | November [removed: 17, 2023] [added: 19, 2024] | | | | | | By: | | | /s/ Bill W. Wheat | | |

| /s/ Paul J. Romanowski | | | | | | | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ Bill W. Wheat | | | | | | | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ Aron M. Odom | | | | | | | | | | | | Senior Vice President and Controller (Principal Accounting Officer) | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ David V. Auld | | | | | | | | | | | | Executive [removed: Vice Chair] [added: Chairman] and Director | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ Barbara K. Allen | | | | | | | | | | | | Director | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ Brad S. Anderson | | | | | | | | | | | | Director | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ Michael R. Buchanan | | | | | | | | | | | | Director | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ Benjamin S. Carson, Sr. | | | | | | | | | | | | Director | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ Maribess L. Miller | | | | | | | | | | | | Director | | | | | | November [removed: 17, 2023] [added: 19, 2024] | | |

| /s/ M. Chad Crow | | | | | | | | | | | | Director | | | | | | November 19, 2024 | | |

| M. Chad Crow | | | | | | | | | | | | | | | | | | | | |

| /s/ Elaine D. Crowley | | | | | | | | | | | | Director | | | | | | November 19, 2024 | | |

| Elaine D. Crowley | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| /s/ Barbara R. Smith | | | | | | | | | | | | Director | | | | | | November 19, 2024 | | |

| Barbara R. Smith | | | | | | | | | | | | | | | | | | | | |

| /s/ Donald R. Horton | | | | | | | | | | | | Chairman and Director | | | | | | November 17, 2023 | | |

| Donald R. Horton | | | | | | | | | | | | | | | | | | | | |