PulteGroup (PHM) 10-K risk factor changes: FY2024 vs FY2023

Ongoing volatility in interest rates may [removed: continue to] negatively impact our operations and financial results.

[removed: Adverse] [added: As we have seen with elevated inflation and interest rates the last three years, adverse] changes in any of these conditions generally, or in the markets where we operate, [removed: could] [added: can] decrease demand and pricing for new homes [removed: in these areas] and result in customer cancellations of pending contracts, which could adversely affect the number of home deliveries we make or reduce the prices we can charge for homes, either of which could result in a significant decrease in our revenues and earnings that could materially and adversely affect our financial condition.

Inflation has resulted in increased costs that we may not be able to [removed: recoup.][added: recoup and has impacted home affordability and consumer sentiment.]

In an inflationary environment like the one we [removed: are currently experiencing,] [added: have experienced in recent years,] economic conditions and other market factors may make it difficult for us to raise home prices enough to keep up with the rate of inflation, which could reduce our profit margins or reduce the number of consumers who can afford to purchase one of our homes.

[removed: These factors have increased our operational costs in recent periods, and if] [added: If] the [removed: current] inflationary environment [added: in recent years] continues or worsens, we may not be able to adjust the pricing we charge for homes to offset these increased costs in the future, which would adversely impact our results of operations and cash flows.

Supply shortages and other risks related to the demand for skilled labor and building materials [removed: have] [added: increased costs] and [added: delayed deliveries and] could continue to [removed: increase costs and delay deliveries.][added: do so.]

Additionally, the supply of certain building materials, especially lumber, wood-based materials such as roof and floor trusses and oriented strand boards, steel, resin, concrete, copper, and petroleum-based materials, is limited and has been impacted by the combination of strong consumer demand, disruptions in the global supply [removed: chain caused by the COVID-19 pandemic,] [added: chain,] and major weather events at the point of manufacture of certain products.

[added: Supply constraints can also be further] exacerbated by government policies [removed: which] [added: that] make it more difficult and/or expensive for suppliers to produce materials needed for our business.

[removed: These] [added: Several of these] factors, along with the consolidation of ownership of the source of supply for certain building materials, have resulted in increases to the prices of some materials.

We may not be able to pass through to our customers any increased land costs, which could adversely impact our [removed: revenues, earnings,] [added: earnings] and margins.

We also are subject to a variety of local, state, and federal laws and regulations concerning protection of health, safety, and the [removed: environment.][added: environment, including laws and regulations relating to the disclosure of certain information relating to the environmental impact of our operations.]

[removed: The impact of environmental laws varies depending upon the prior uses of the] building site or adjoining properties and may be greater in areas with less supply where undeveloped land or desirable alternatives are less available.

For [added: example, for] our homes to qualify for FHA or VA mortgages, we must satisfy valuation standards and site, material, and construction requirements of those agencies.

We record warranty and other reserves relating to the homes we sell based on historical experience in our [removed: markets and our judgment of the qualitative risks associated with the types of homes built.][added: markets.]

We reserve for costs to cover our self-insured and deductible amounts under these policies and for any costs of claims and lawsuits based on [removed: an analysis] [added: actuarial analyses] of our historical claims, which [removed: includes an estimate] [added: include estimates] of claims incurred but not yet reported.

Additionally, the coverage offered by and the availability of general liability insurance for construction defects [removed: are] [added: have become more] costly and limited.

There can be no assurance that coverage will not be further [removed: restricted or] [added: restricted,] become more [removed: costly.][added: costly, or even become unavailable in the future.]

When we learn of practices that do not comply with applicable laws, regulations, or government guidelines, including practices relating to homes, buildings, or multifamily properties we build or finance, we [added: endeavor to] move to stop the non-complying practices as soon as possible, and we have [added: taken disciplinary action regarding subcontractors and employees of ours who were aware of non-complying practices and did not take steps to address them, including in some instances terminating their employment or engagement.]

In addition to more frequent extreme weather events, global climate change can also impact our operations through extensive governmental policy developments and shifts in consumer [removed: sentiment] [added: sentiment,] which have the potential individually or collectively to significantly disrupt our business as well as negatively affect our suppliers, independent [removed: contractors] [added: contractors,] and customers.

At December 31, [removed: 2023,] [added: 2024,] we had cash, cash equivalents, and restricted cash of [removed: $1.8] [added: $1.7] billion as well as [removed: $937.3] [added: $928.9] million available under our revolving credit facility ("Revolving Credit Facility").

[added: At] December 31, [removed: 2023,] [added: 2024,] we had outstanding letters of credit and surety bonds totaling [removed: $312.7] [added: $321.1] million and [removed: $2.4] [added: $2.9] billion, respectively.

If we are unable to obtain letters of credit or surety bonds when required, or the conditions imposed by issuers increase significantly, our [removed: liquidity,] [added: liquidity] and cost of operations could be adversely affected.

As of December 31, [removed: 2023,] [added: 2024,] we had deferred tax assets of [removed: $89.5] [added: $77.4] million, against which we provided a valuation allowance of [removed: $24.8] [added: $22.4] million.

Our ability to utilize net operating losses (“NOLs”) and other tax attributes to offset our future taxable income or income tax would be limited if we were to undergo an “ownership change” within the meaning of Section 382 of the Internal Revenue Code [removed: (the “IRC”).][added: ("Section 382").]

An "ownership change" under Section 382 [removed: of the IRC] would establish an annual limitation to the amount of NOLs and other tax attributes we could utilize to offset our taxable income or income tax in any single year.

To preserve our ability to utilize NOLs and other tax attributes in the future without a Section 382 limitation, we adopted a shareholder rights [removed: plan,] [added: plan (the “Rights Plan”),] which is triggered upon certain transfers of our securities, and amended our by-laws to prohibit certain transfers of our securities.

[removed: Our shareholder rights plan,] [added: The Rights Plan,] as amended, expires June 1, 2025, unless our Board of Directors and shareholders approve an amendment to extend the term prior thereto.

Notwithstanding the foregoing measures, [added: and in particular if they are no longer in place,] there can be no assurance that we will not undergo an ownership change within the meaning of Section [removed: 382.][added: 382 at a time when NOLs and other tax attributes that would be affected by an “ownership change” under Section 382 exist.]

In addition, our [removed: shareholder rights plan] [added: Rights Plan, while in effect,] may adversely affect the marketability of our common stock, because any non-exempt third party that acquires shares of our common stock in excess of the applicable threshold would suffer substantial dilution of its ownership interest.

[removed: To date, the significant] majority of these claims made by investors against our mortgage operations relate to loans originated prior to 2009, during [removed: which time inherently riskier loan products became more common in the origination market.]

[removed: We may also be asked to indemnify underwriters that purchased and securitized loans originated by a former subsidiary of Centex Corporation] ("Centex"), which we acquired in 2009, for losses incurred by investors in those securitized loans based on similar breaches of [removed: representations and warranties.]

We use information technology and other computer resources to [removed: carry out] [added: conduct] important operational activities and to maintain our business records.

In particular, the frequency, severity and novelty of cyber-attacks on companies has increased [added: significantly] in recent years, including significant ransomware attacks and foreign attacks on prominent companies and computer software programs, as threat actors become increasingly sophisticated and employ techniques, including malicious uses of [removed: artificial intelligence] [added: AI] such as deepfakes, to launch attacks that are increasingly difficult to detect and defend against.

We, like many organizations, have experienced and expect to continue to experience varying degrees of cybersecurity incidents in the course of our business, including phishing and social engineering intrusions which could [removed: lean,] [added: lead,] in turn, to ransomware attacks or other incidents that could impact our business.

While to our knowledge we have not experienced a significant cybersecurity incident that has materially affected our business strategy, results of operations or financial [removed: condition,] [added: condition in the last three years,] and we are [removed: continuously] [added: frequently] working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of protection, to the extent possible, against cyber risks and security breaches, and to enhance our [removed: monitoring to prevent, detect, contain, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have an impact on our business, there is no assurance that advances in computer capabilities, new technologies, methods or other developments will detect or prevent security breaches and safeguard access to proprietary or confidential information or otherwise prevent material consequences for our business and reputation.]

Any such disruption could damage our reputation, result in lost customers, lost [removed: revenue] [added: revenue,] and market value declines, lead to legal proceedings against us by affected third parties resulting in penalties or [removed: fines] [added: fines, result in government investigations or related inquiries,] and require us to incur significant costs to remediate or otherwise resolve these issues.

In addition to direct cyber-attacks on, or other disruptions of, our systems, cyber-attacks on, or other disruptions of, the systems of our suppliers, financial service companies, service [removed: providers] [added: providers,] and other parties on which we rely to conduct our business can result in their inability to provide services to us and impact our ability to conduct our business in the ordinary course.

Breaches of our computer or data systems, including those operated by third parties on our behalf, could also result in the unintended public disclosure or the misappropriation of our proprietary information or personal and confidential information, [added: about our employees, customers, and business partners, requiring us to incur significant expense to address and resolve.]

The misappropriation and/or release of confidential information may also lead to legal or regulatory proceedings against us by affected individuals [added: or otherwise,] and the outcome of such proceedings could include penalties or fines and require us to incur significant costs to remediate or otherwise resolve.

Despite recent interest rate cuts by the Federal Reserve beginning in September 2024, interest rates have remained elevated.

In addition, over the last three years, the U.S. economy experienced significant inflation and mortgage and other interest rate increases, which negatively impacted home affordability and consumer sentiment and created some volatility in demand for new housing.

Heightened labor and material prices resulting from inflation have increased operational costs in recent years.

In addition, inflation through the broader economy, especially when combined with higher mortgage interest rates, has negatively impacted home affordability and consumer sentiment and created some volatility in demand for new housing.

For instance, changes in laws, government regulations, or enforcement priorities, such as the imposition of tariffs (in particular on materials imported from Canada or Mexico) or other import or export restrictions, penalties or sanctions, including modification or elimination of international agreements covering trade or investment, or changes in immigration laws and/or their enforcement, could result in higher component costs, tighter overall labor conditions and a shortage of skilled tradespeople, which could in turn adversely affect our business.

An inability to accurately predict customer preferences or demand, or to respond effectively to technological developments, including artificial intelligence, could materially impact the business.

Our development, integration, and use of artificial intelligence (“AI”) technology in our operations remains in the early phases.

We have started to assess the use of AI technology to drive productivity and analyze data.

While we aim to develop, integrate, and use AI responsibly, we may ultimately be unsuccessful in identifying or resolving issues, such as accuracy, cybersecurity risks, unintended biases, and discriminatory outputs, before they arise.

AI is a new and emerging technology in early stages of commercial use and presents a number of risks inherent in its use, including, but not limited to, ethical considerations, public perception, intellectual property protection, regulatory compliance, privacy concerns, and data security, all of which could have a material adverse effect on our business, results of operations, and financial position.

As a result, we cannot predict future developments in AI and related impacts to our business and our industry.

If we are unable to successfully and accurately develop, integrate, and use AI technology, as well as address the risks and challenges associated with AI, our business, results of operations, and financial position could be negatively impacted.

Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely affected.

The impact of environmental laws on our operations varies depending upon the prior uses of the

To provide for potential tax exposures, we consider a variety of factors, including those described above in relation to our evaluation of tax matters.

At a meeting of the Board of Directors held on February 5, 2025, due to the limited NOLs and other tax attributes remaining that would be affected by an “ownership change” under Section 382, the Board of Directors determined not to approve an amendment to extend the term of the Rights Plan beyond its expiration date of June 1, 2025 and determined to consider, at a future meeting of the Board of Directors, amendments to the provisions of the Company’s by-laws that prohibit certain transfers of our securities.

To date, the significant

which time inherently riskier loan products became more common in the origination market.

We may also be asked to

indemnify underwriters that purchased and securitized loans originated by a former subsidiary of Centex Corporation

representations and warranties.

We are implementing a new enterprise resource planning system, and challenges with the implementation of the system may impact our business and operations.

We are beginning the process of a multi-year implementation of a new enterprise resource planning system (“ERP”).

The ERP implementation will require the integration of the new ERP with multiple new and existing information systems and business processes, and will be designed to accurately maintain our books and records and provide information to our management teams important to the operation of the business.

Our ERP implementation will continue to require ongoing maintenance and monitoring.

Conversion from our old system to the new ERP may cause inefficiencies until the ERP is stabilized and mature.

The implementation of our new ERP will mandate new procedures and certain modifications to our disclosure controls and procedures and internal control over financial reporting and it will take time for such procedures and controls to become mature in their operation.

If we are unable to adequately implement and maintain procedures and controls relating to our new ERP, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and impact our assessment of the effectiveness of our internal controls over financial reporting.

The ERP implementation is costly and may not ultimately result in the operational benefits to the Company that are currently anticipated.

monitoring to prevent, detect, contain, address, and mitigate the risk of unauthorized access, misuse, computer viruses, and other events that could have an impact on our business, there is no assurance that advances in computer capabilities, new technologies, methods, or other developments will detect or prevent security breaches and safeguard access to proprietary or confidential information or otherwise prevent material consequences for our business and reputation.

Our business was previously materially and adversely impacted by events related to the COVID-19 pandemic and related macroeconomic impacts, including inflation, labor shortages, and supply chain disruptions, and our business could be materially and adversely disrupted by another epidemic or pandemic like COVID-19, or similar public threat, or fear of such an event, and the measures that international, federal, state, and local governments, agencies, law enforcement, and/or health authorities implement to address it.

As a result, we began to experience lower than

expected signups and traffic, as well as an increase in cancellation rates, during the second half of 2022 and into the first half of 2023.

We are currently experiencing heightened labor and materials prices which have resulted primarily from increased demand and inflationary monetary policy stemming from the onset of the COVID-19 pandemic in early 2020.

Supply constraints can also be further

taken disciplinary action regarding subcontractors and employees of ours who were aware of non-complying practices and did not take steps to address them, including in some instances terminating their employment or engagement.

At

To provide for potential tax exposures, we consider a variety of factors, including relevant facts and circumstances, applicable tax law, correspondence with taxing authorities, and effective settlement of audit issues.

about our employees, customers and business partners, requiring us to incur significant expense to address and resolve.

For instance, in 2020, the World Health Organization declared COVID-19 a pandemic, resulting in federal, state and local governments and private entities mandating various restrictions, including the closures of non-essential businesses for a period of time.

These restrictions had an adverse impact on our business beginning in the spring of 2020.

As effective treatment and mitigation measures for COVID-19 advanced, economic activity gradually resumed and demand for new homes improved significantly.

The effects of the pandemic on economic activity, combined with the strong demand for new homes, caused many disruptions to our supply chain and shortages in certain building components and materials, as well as labor shortages.

Some of those conditions continue to impact our operations and financial performance as have the impact of COVID-19 on the broader economy.

For instance, pervasive inflation incurred in part by COVID-19 resulted in federal financial policies which increased mortgage interest rates resulting in a significant impact to our business.

Our operational and financial performance could be impacted by a pandemic, including a resurgence in the COVID-19 pandemic and any containment or mitigation measures put in place as a result of the resurgence, all of which are highly uncertain, unpredictable and outside our control.

[removed: The demand for new homes declined beginning in mid-2022 as the Federal Reserve repeatedly increased benchmark interest rates in response to inflation, which, in turn,] [added: These actions] drove national mortgage and other interest rates [added: significantly] higher and negatively impacted home affordability and consumer sentiment.

[removed: While affordability challenges for housing remain due to the higher interest rates, cost increases, and general inflation in recent years, we] [added: We] have responded [added: to these affordability challenges] by adjusting sales prices where necessary and focusing sales incentives on closing cost incentives, especially mortgage interest rate [removed: buydowns, which have supported the increase in our net new orders.][added: buydowns.]

Due to the length of our [added: land development and] construction cycle times, there is a lag between when such cost changes occur and when they impact our operating results.

Within an evolving macroeconomic environment, consumers across all buyer segments and price points [added: have] continued [removed: to demonstrate] [added: demonstrating] a strong desire for [removed: homeownership.][added: homeownership despite continued interest rate variability.]

–Maintaining a focus on shareholder return through share buybacks and dividends, including a [removed: 25%] [added: 10%] increase in our dividends from [removed: $0.16 to] $0.20 [added: to $0.22] per share effective with our January [removed: 2024] [added: 2025] dividend [removed: payment;][added: payment and an additional $1.5 billion share repurchase authorization effective January 2025;]

Although higher mortgage interest rates may persist for some time, the [added: limited] supply of [removed: both new and] existing homes for [removed: sale remains limited,] [added: sale, continuing low levels of unemployment,] and demographics supporting housing demand remain favorable.

[removed: We] [added: And we] remain confident in our ability to navigate [removed: this] [added: the future] environment and to position the Company to take advantage of opportunities as they arise and support future [removed: growth.][added: growth and continued profitability and financial strength.]

The following tables and related discussion set forth key operating and financial data [removed: for our Homebuilding and Financial Services operations] as of and for the fiscal years ended December 31, [removed: 2023] [added: 2024] and [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 [removed: annual report] [added: Annual Report] on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] which was filed with the SEC on February [removed: 6, 2023.][added: 5, 2024.]

| Homebuilding | | | $ | [removed: 3,316,075] [added: 3,795,924] | | | | | $ | [removed: 3,307,328] [added: 3,316,075] | |

| Financial Services | | | [removed: 133,192] [added: 209,955] | | | | | | [removed: 132,230] [added: 133,192] | | |

| Income before income taxes | | | [removed: 3,449,267] [added: 4,005,879] | | | | | | [removed: 3,439,558] [added: 3,449,267] | | |

| Income tax expense | | | [removed: (846,895)] [added: (922,617)] | | | | | | [removed: (822,241)] [added: (846,895)] | | |

| Net income | | | $ | [removed: 2,602,372] [added: 3,083,262] | | | | | $ | [removed: 2,617,317] [added: 2,602,372] | |

| | | | [removed: 2023] [added: 2024] | | | | | | FY [removed: 2023] [added: 2024] vs. FY [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] | | |

| Home sale revenues [removed: *(a)*] | | | $ | [removed: 15,598,707] [added: 17,318,521] | | | | | [removed: —] [added: 11] | | % | | | | $ | [removed: 15,548,119] [added: 15,598,707] | |

| Land sale and other revenues | | | [removed: 142,116] [added: 195,435] | | | | | | [removed: (1)] [added: 38] | | % | | | | [removed: 143,144] [added: 142,116] | | |

| Total Homebuilding revenues | | | [removed: 15,740,823] [added: 17,513,956] | | | | | | [removed: —] [added: 11] | | % | | | | [removed: 15,691,263] [added: 15,740,823] | | |

| Home sale cost of revenues [removed: *(a) (b)*] [added: *(a)*] | | | [removed: (11,030,206)] [added: (12,311,766)] | | | | | | [removed: 1] [added: 12] | | % | | | | [removed: (10,867,879)] [added: (11,030,206)] | | |

| Land sale and other cost of revenues | | | [removed: (124,607)] [added: (189,893)] | | | | | | [removed: 4] [added: 52] | | % | | | | [removed: (119,906)] [added: (124,607)] | | |

| Selling, general, and administrative expenses ("SG&A") [removed: *(c)*] [added: *(b)*] | | | [removed: (1,312,642)] [added: (1,321,276)] | | | | | | [removed: (5)] [added: 1] | | % | | | | [removed: (1,381,222)] [added: (1,312,642)] | | |

| Equity income from unconsolidated entities [removed: *(d)*] [added: *(c)*] | | | [removed: 3,506] [added: 43,151] | | | | | | [removed: *(e)*] [added: *(d)*] | | | | | | [removed: 49,403] [added: 3,506] | | |

| Gain [added: (loss)] on debt retirement | | | [removed: 663 | | | | | | *(e)*] [added: (222)] | | | | | | [removed: —] [added: 663] | | |

| Other income (expense), net [removed: *(f)*] [added: *(e)*] | | | [removed: 38,538] [added: 61,752] | | | | | | [removed: *(e)*] [added: 58] | | [added: %] | | | | [removed: (64,331)] [added: 39,201] | | |

| Income before income taxes | | | $ | [removed: 3,316,075] [added: 3,795,924] | | | | | [removed: —] [added: 14] | | % | | | | $ | [removed: 3,307,328] [added: 3,316,075] | |

| Gross margin from home sales [removed: *(a) (b)*] [added: *(a)*] | | | [removed: 29.3] [added: 28.9] | | % | | | | [removed: (80)] [added: (40)] bps | | | | | | [removed: 30.1] [added: 29.3] | | % |

| SG&A % of home sale revenues [removed: *(a) (c)*] [added: *(b)*] | | | [removed: 8.4] [added: 7.6] | | % | | | | [removed: (50)] [added: (80)] bps | | | | | | [removed: 8.9] [added: 8.4] | | % |

| Closings (units) | | | [removed: 28,603] [added: 31,219] | | | | | | [removed: (2)] [added: 9] | | % | | | | [removed: 29,111] [added: 28,603] | | |

| Average selling price [removed: *(a)*] | | | $ | [removed: 545] [added: 555] | | | | | 2 | | % | | | | $ | [removed: 534] [added: 545] | |

| Net new orders [removed: *(g)*:] [added: *(f)*:] | | | | | | | | | | | | | | | | | |

| Units | | | [removed: 28,580] [added: 29,226] | | | | | | [removed: 23] [added: 2] | | % | | | | [removed: 23,277] [added: 28,580] | | |

| Dollars | | | $ | [removed: 15,244,353] [added: 16,493,524] | | | | | [removed: 12] [added: 8] | | % | | | | $ | [removed: 13,589,392] [added: 15,244,353] | |

| Cancellation rate | | | [removed: 16] [added: 15] | | % | | | | | | | | | | [removed: 19] [added: 16] | | % |

| Average active communities | | | [removed: 906] [added: 945] | | | | | | [removed: 12] [added: 4] | | % | | | | [removed: 810] [added: 906] | | |

| Units | | | [removed: 12,146] [added: 10,153] | | | | | | [removed: —] [added: (16)] | | % | | | | [removed: 12,169] [added: 12,146] | | |

| Dollars | | | $ | [removed: 7,319,714] [added: 6,494,718] | | | | | [removed: (5)] [added: (11)] | | % | | | | $ | [removed: 7,674,068] [added: 7,319,714] | |

[removed: *(b)Includes] [added: *(a)Includes] the amortization of capitalized interest.*

[removed: *(c)Includes] [added: *(b)Includes] insurance reserve reversals of [removed: $130.8] [added: $333.9] million and [removed: $65.0] [added: $130.8] million in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.*

[removed: *(d)Equity] [added: *(c)Equity] income from unconsolidated entities includes a gain of [removed: $49.1] [added: $39.5] million in [removed: 2022] [added: 2024] related to [removed: a property] [added: the] sale [removed: in an unconsolidated entity] [added: of our minority interest] in [removed: Northern California.*][added: a joint venture.*]

[removed: *(e)Percentage] [added: *(d)Percentage] not meaningful.*

The following discussion and analysis of our financial condition and results of operations are provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included in [Item 8](#id658d979404e4d68a097864263c5a263_76) in this Annual Report on Form 10-K.

It also should be read in conjunction with the disclosure under “Special Notes Concerning Forward-Looking Statements” found in [Item 7A](#id658d979404e4d68a097864263c5a263_73) of this Annual Report on Form 10-K.

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

| Diluted earnings per share | | | $ | 14.69 | | | | | $ | 11.72 | |

In 2022, the Federal Reserve began raising its benchmark interest rate in response to persistent inflation that began after the onset of the COVID-19 pandemic.

The Federal Reserve cut their benchmark interest rate by 100 bps from September 2024 to December 2024.

Despite this reduction, national mortgage interest rates increased nearly 100 bps from September 2024 to December 2024 with a cumulative increase of approximately 400 bps since the beginning of 2022.

These higher financing costs, coupled with increases in the cost of land inventory and construction labor, as well as elevated overall inflation in recent years as compared with historical levels, have created affordability challenges for new homebuyers, resulting in decreased demand in the second half of 2024 as mortgage interest rates increased.

Despite these affordability challenges, interest in new homes remained at high levels in 2024, aided by a continuing limited supply of existing home inventory in combination with the market slowly adjusting to a higher interest rate environment, which has resulted in increased volatility in our new order pace over 2023 and 2024.

These strategic decisions contributed to 2% growth in new orders from 2023 to 2024 but also drove a slight decrease in gross margins from 2023 to 2024.

We operate our business to generate a cadence of house starts to align with the sales environment, and an appropriate inventory of quick move-in speculative ("spec") homes as we focus on turning our assets and delivering high returns on investment, which has allowed us to achieve an effective balance of price and pace.

The supply chain constraints that arose in connection with the COVID-19 pandemic have largely subsided.

As a result, our production cycle times improved over the course of 2023 and 2024 and have now returned to near historical norms.

This decrease in cycle times, coupled with our strong backlog and focus on spec home production, contributed to a 9% increase in closings in 2024 as compared to 2023.

During 2023 and 2024, through a combination of our ongoing construction cost reduction initiatives, construction pacing, and sales strategies that capitalized on periods of strong consumer demand, we were able to achieve historically strong financial results, including higher income before income taxes than in any previous year.

We expect that homebuyers will continue to face affordability challenges, so our sales paces may remain volatile on a monthly basis and we expect our sales incentives to remain elevated.

Additionally, we continued to face pressures in 2024 in the cost of land acquisition and development and the cost and availability of construction labor.

While we expect to continue to generate healthy gross margins, they may decline somewhat in future periods as a result of these factors.

We believe our strategic approach with respect to sales incentives, advertising, and our production cadence will enable us to meet consumer demand at the selling prices necessary to turn our inventory, maintain market share, and generate healthy returns.

The increase in closings during 2024 was primarily attributable to a strong backlog, improved production cycle times, and initiatives to prioritize quick move-in spec homes to satisfy customer desire to quickly close on homes due to the volatile interest rate environment and to ensure an efficient production cadence of homes.

However, we expect sales incentives, especially mortgage interest rate buydowns, to remain elevated to address buyer affordability challenges, along with higher land and house costs, which may continue to impact our gross margins in the near term.

This increase resulted primarily from overhead costs to support increased production volumes coupled with higher compensation costs, partially offset by insurance reserve reversals of $333.9 million in 2024, compared to insurance reserve reversals of $130.8 million in 2023.

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

*(a) Includes a gain of $17.5 million in 2024 related to the sale of a non-homebuilding property.*

The increased net new order volume in 2024 was primarily due to a 4% increase in average active communities.

The increase in net new orders in dollars was primarily attributable to the higher unit volume along with geographic mix, including

our West segment, which carries a higher average selling price.

Cancellation rates began to increase in 2022 and have now returned to historical levels.

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

| | | | | | | 8,759 | | | | | | 7,381 | | |

This decrease was primarily due to a decreased number of sold homes due to lower backlog and improved production cycle times, which reduces the length of time a home sits in inventory.

We continue to carefully monitor our production levels heading into the spring 2025 selling season and expect to lower the percentage of our inventory that is unsold by the end of 2025.

| Revenues: | | | | | | | | | | | | | | | | | |

| Florida | | | 4,706,048 | | | | | | 1 | | % | | | | 4,650,355 | | |

| Other Homebuilding | | | 194,389 | | | | | | 35 | | % | | | | 144,378 | | |

| | | | $ | 17,513,956 | | | | | 11 | | % | | | | $ | 15,740,823 | |

| Northeast | | | $ | 229,996 | | | | | 9 | | % | | | | $ | 210,508 | |

| Southeast | | | 631,527 | | | | | | 5 | | % | | | | 603,843 | | |

| Florida *(b)* | | | 1,121,311 | | | | | | (6) | | % | | | | 1,193,481 | | |

| Midwest | | | 490,185 | | | | | | 38 | | % | | | | 353,966 | | |

Despite the higher mortgage interest rates that continued through most of 2023, demand for new homes began to strengthen in early 2023, weakened in the fall with continued mortgage interest rate volatility, and then gained momentum to end the year as mortgage interest rates moderated.

For the full year, we experienced an increase in our net new orders of 23% in 2023 from 2022.

The overall demand for new homes strengthened as the result of a continuing limited supply of existing home inventories in combination with the market adjusting to the higher interest rate environment.

Additionally, the rate of customer order cancellations that spiked in 2022 in response to inflation and interest rate increases has now normalized to historical levels.

Supply chain constraints that began after the onset of the COVID-19 pandemic improved in 2022 and 2023, which has contributed to a shortening of our production cycle times.

The time required to construct a home was approximately six weeks shorter at the end of 2023 compared to the end of 2022, and we experienced sequential improvement throughout 2023.

However, production cycle times remain elevated versus our historical norms as the availability of certain materials and construction labor remain challenged along with ongoing, though lessened, delays in municipal approvals and inspections.

Despite the recent improvements, the noted supply chain and labor issues have led to significant cost pressures in almost all areas of our business, but especially labor and materials costs related to the development of our land inventory and the construction of our homes.

Lumber, in particular, has experienced heightened volatility in recent years.

During 2023 and 2022, through a combination of cost reduction initiatives, construction pacing and sales strategies which took advantage of periods of strong consumer demand, we were able to largely offset the majority of such cost increases through the sales prices of our homes.

As the business slowed in the second half of 2022, we adjusted business practices to support a consistent cadence of house starts and an appropriate inventory of quick move-in homes as we focused on turning our assets and delivering high returns on investment.

By achieving an effective balance of price and pace, we realized strong revenues and earnings in 2023.

As a result, we increased our housing starts throughout 2023.

As interest rates continued to increase during 2023, buyer demand slowed slightly but strengthened again during the fourth quarter as a result of a recent decrease in mortgage interest rates.

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

| Per share data - assuming dilution: | | | | | | | | | | | |

| Net income | | | $ | 11.72 | | | | | $ | 11.01 | |

*(a)All periods reflect the reclassification of closing cost incentives from home sale cost of revenues to home sale revenues ([Note 1](#i752348d5570c4d3ba13871f4510e3eaa_97)).*

The decrease in closings during 2023 was primarily attributable to 2022 benefiting from a larger beginning backlog due to heightened demand during 2021 combined with a sharp decrease in net new orders in the fourth quarter of 2022 in response to the aforementioned sharp increase in mortgage interest rates.

This decrease is primarily attributable to lower insurance costs as a result of favorable claims experience partially offset by other overhead costs to support the higher number of active communities.

The higher write-offs of deposits and pre-acquisition costs in 2022 occurred primarily in the second half of 2022 as we made decisions to terminate a number of land option agreements due to the aforementioned sharp decrease in demand that began in mid-2022 but then recovered in 2023.

The increased net new order volume in 2023 was primarily due to improved demand combined with better availability of quick move-in speculative homes.

Net new orders in dollars increased a smaller amount than the increase in units as the result of both an increase in the mix of first-time buyer homes, which typically carry a lower sales price, and higher sales incentives in substantially all of our markets.

Cancellation rates began to increase in mid-2022 as the market responded to increased home affordability challenges resulting from a historic increase in mortgage interest rates, increases in the price of homes, and the impact of inflationary pressures in the broader economy.

Ending backlog dollars, which

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

| | | | | | | 7,381 | | | | | | 7,856 | | |

This decrease resulted from the lower order backlog caused by the lower number of sold homes and higher cancellations in the second half of 2022 following the significant increase in mortgage interest rates.

| Home sale revenues (a): | | | | | | | | | | | | | | | | | |

| Florida | | | 4,652,617 | | | | | | 22 | | % | | | | 3,816,917 | | |

| | | | $ | 15,598,707 | | | | | — | | % | | | | $ | 15,548,119 | |

| Northeast | | | $ | 218,159 | | | | | (11) | | % | | | | $ | 244,233 | |

| Southeast | | | 620,969 | | | | | | (10) | | % | | | | 692,279 | | |

| Florida | | | 1,212,675 | | | | | | 29 | | % | | | | 939,034 | | |

| Midwest | | | 368,321 | | | | | | 1 | | % | | | | 363,028 | | |

| Texas | | | 389,085 | | | | | | (16) | | % | | | | 465,461 | | |

| West *(c)* | | | 419,635 | | | | | | (39) | | % | | | | 687,403 | | |

| Other homebuilding *(d)* | | | 87,231 | | | | | | 204 | | % | | | | (84,110) | | |

| | | | $ | 3,316,075 | | | | | — | | % | | | | $ | 3,307,328 | |

| | | | 28,603 | | | | | | (2) | | % | | | | $ | 29,111 | |

The following tables set forth the principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value of our debt obligations as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] ($000’s omitted).

| | | | As of December 31, [removed: 2022] [added: 2024] for the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | [removed: 2026] [added: 2028] | | | | | | [removed: 2027] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Average interest rate | | | [removed: 2.45] [added: 2.82] | | % | | | | [removed: 4.72] [added: 5.30] | | % | | | | [removed: —] [added: 5.00] | | % | | | | [removed: 5.49] [added: 5.00] | | % | | | | 5.00 | | % | | | | 6.71 | | % | | | | [removed: 5.92] [added: 6.09] | | % | | | | | | |

| Variable rate debt *(a)* | | | $ | [removed: 586,711] [added: 526,906] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 586,711] [added: 526,906] | | | | | $ | [removed: 586,711] [added: 526,906] | |

| Average interest rate | | | [removed: 5.39] [added: 6.13] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.39] [added: 6.13] | | % | | | | | | |

There were no borrowings outstanding under our Revolving Credit Facility at either December 31, [removed: 2023] [added: 2024] or [removed: 2022.*][added: 2023.*]

At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] residential mortgage loans available-for-sale had an aggregate fair value of [removed: $516.1] [added: $629.6] million and [removed: $677.2] [added: $516.1] million, respectively.

At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had aggregate IRLCs of [removed: $404.7] [added: $469.4] million and [removed: $653.2] [added: $404.7] million, respectively, which were originated at interest rates prevailing at the date of commitment.

Unexpired forward contracts totaled [removed: $745.0] [added: $977.0] million and [removed: $1.0 billion] [added: $745.0 million] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, and whole loan investor commitments totaled [removed: $207.9] [added: $237.1] million and [removed: $285.9] [added: $207.9] million, respectively, at such dates.

[removed: Such forward-looking] [added: These] statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements.

[removed: You can identify these statements by the fact that they do] not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events.

Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; the impact of any changes to our strategy in responding to the cyclical nature of the industry or deteriorations in industry changes or downward changes in general economic or other business conditions, including any changes regarding our land positions and the levels of our land spend; economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences and the state of the market for homes in general; labor supply shortages and the cost of labor; the availability and cost of land and other raw materials used by us in our homebuilding operations; a decline in the value of the land and home inventories we maintain and resulting possible future writedowns of the carrying value of our real estate assets; competition within the industries in which we operate; [added: rapidly changing technological developments including, but not limited to, the use of artificial intelligence in the homebuilding industry;] governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities, slow growth initiatives and/or local building moratoria; the availability and cost of insurance covering risks associated with our businesses, including warranty and other legal or regulatory proceedings or claims; damage from improper acts of persons over whom we do not have control or attempts to impose liabilities or obligations of third parties on us; weather related slowdowns; the impact of climate change and related governmental regulation; adverse capital and credit market conditions, which may affect our access to and cost of capital; the insufficiency of our income tax provisions and tax reserves, including as a result of changing laws or interpretations; the potential that we do not realize our deferred tax assets; our inability to sell mortgages into the secondary market; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans, and related claims against us; risks [added: associated with the implementation of a new enterprise resource planning system; risks] related to information technology [removed: failures or] [added: failures,] data security [removed: issues;] [added: issues, and the effect of cybersecurity incidents and threats; the impact of negative publicity on sales;] failure to retain key personnel; the [added: impairment of our intangible assets; the] disruptions associated with the COVID-19 pandemic (or another epidemic or pandemic or similar public threat or fear of such an event), and the measures taken to address it; the effect of cybersecurity incidents and threats; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature.

See [Item 1A – Risk [removed: Factors](#i752348d5570c4d3ba13871f4510e3eaa_28)] [added: Factors](#id658d979404e4d68a097864263c5a263_28)] for a further discussion of these and other risks and uncertainties applicable to our businesses.

| Fixed rate debt | | | $ | 10,563 | | | | | $ | 268,390 | | | | | $ | 337,277 | | | | | $ | 4,340 | | | | | $ | 4,340 | | | | | $ | 1,000,000 | | | | | $ | 1,624,910 | | | | | $ | 1,701,270 | |

You can identify these statements by the fact that they do

| Fixed rate debt | | | $ | 20,841 | | | | | $ | 30,792 | | | | | $ | — | | | | | $ | 503,595 | | | | | $ | 500,000 | | | | | $ | 1,000,000 | | | | | $ | 2,055,228 | | | | | $ | 2,079,218 | |

We are involved in various legal and governmental proceedings incidental to our continuing business operations, many involving claims related to certain [added: alleged] construction defects.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of the registrant’s voting shares held by nonaffiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was approximately [removed: $17.0] [added: $22.8] billion.

As of January [removed: 24, 2024,] [added: 23, 2025,] the registrant had [removed: 212,112,455] [added: 202,457,952] shares of common shares outstanding.

Applicable portions of the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.

| 1A | | | [Risk [removed: Factors](#i752348d5570c4d3ba13871f4510e3eaa_28)] [added: Factors](#id658d979404e4d68a097864263c5a263_28)] | | | [removed: [9](#i752348d5570c4d3ba13871f4510e3eaa_28)] [added: [10](#id658d979404e4d68a097864263c5a263_28)] | | |

| 1B | | | [Unresolved Staff [removed: Comments](#i752348d5570c4d3ba13871f4510e3eaa_31)] [added: Comments](#id658d979404e4d68a097864263c5a263_31)] | | | [removed: [17](#i752348d5570c4d3ba13871f4510e3eaa_31)] [added: [18](#id658d979404e4d68a097864263c5a263_31)] | | |

| 3 | | | [Legal [removed: Proceedings](#i752348d5570c4d3ba13871f4510e3eaa_37)] [added: Proceedings](#id658d979404e4d68a097864263c5a263_40)] | | | [removed: [18](#i752348d5570c4d3ba13871f4510e3eaa_37)] [added: [19](#id658d979404e4d68a097864263c5a263_40)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i752348d5570c4d3ba13871f4510e3eaa_40)] [added: Disclosures](#id658d979404e4d68a097864263c5a263_43)] | | | [removed: [18](#i752348d5570c4d3ba13871f4510e3eaa_40)] [added: [19](#id658d979404e4d68a097864263c5a263_43)] | | |

| 5 | | | [Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i752348d5570c4d3ba13871f4510e3eaa_46)] [added: Securities](#id658d979404e4d68a097864263c5a263_49)] | | | [removed: [18](#i752348d5570c4d3ba13871f4510e3eaa_46)] [added: [19](#id658d979404e4d68a097864263c5a263_49)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i752348d5570c4d3ba13871f4510e3eaa_52)] [added: Operations](#id658d979404e4d68a097864263c5a263_55)] | | | [removed: [21](#i752348d5570c4d3ba13871f4510e3eaa_52)] [added: [22](#id658d979404e4d68a097864263c5a263_55)] | | |

| 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i752348d5570c4d3ba13871f4510e3eaa_70)] [added: Risk](#id658d979404e4d68a097864263c5a263_73)] | | | [removed: [38](#i752348d5570c4d3ba13871f4510e3eaa_70)] [added: [38](#id658d979404e4d68a097864263c5a263_73)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#i752348d5570c4d3ba13871f4510e3eaa_73)] [added: Data](#id658d979404e4d68a097864263c5a263_76)] | | | [removed: [40](#i752348d5570c4d3ba13871f4510e3eaa_73)] [added: [41](#id658d979404e4d68a097864263c5a263_76)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i752348d5570c4d3ba13871f4510e3eaa_136)] [added: Disclosure](#id658d979404e4d68a097864263c5a263_139)] | | | [removed: [70](#i752348d5570c4d3ba13871f4510e3eaa_136)] [added: [70](#id658d979404e4d68a097864263c5a263_139)] | | |

| 9A | | | [Controls and [removed: Procedures](#i752348d5570c4d3ba13871f4510e3eaa_139)] [added: Procedures](#id658d979404e4d68a097864263c5a263_142)] | | | [removed: [70](#i752348d5570c4d3ba13871f4510e3eaa_139)] [added: [70](#id658d979404e4d68a097864263c5a263_142)] | | |

| 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i752348d5570c4d3ba13871f4510e3eaa_145)] [added: Inspections](#id658d979404e4d68a097864263c5a263_148)] | | | [removed: [72](#i752348d5570c4d3ba13871f4510e3eaa_145)] [added: [72](#id658d979404e4d68a097864263c5a263_148)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i752348d5570c4d3ba13871f4510e3eaa_151)] [added: Governance](#id658d979404e4d68a097864263c5a263_154)] | | | [removed: [72](#i752348d5570c4d3ba13871f4510e3eaa_151)] [added: [72](#id658d979404e4d68a097864263c5a263_154)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i752348d5570c4d3ba13871f4510e3eaa_157)] [added: Matters](#id658d979404e4d68a097864263c5a263_160)] | | | [removed: [73](#i752348d5570c4d3ba13871f4510e3eaa_157)] [added: [73](#id658d979404e4d68a097864263c5a263_160)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i752348d5570c4d3ba13871f4510e3eaa_160)] [added: Independence](#id658d979404e4d68a097864263c5a263_163)] | | | [removed: [73](#i752348d5570c4d3ba13871f4510e3eaa_160)] [added: [73](#id658d979404e4d68a097864263c5a263_163)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i752348d5570c4d3ba13871f4510e3eaa_163)] [added: Services](#id658d979404e4d68a097864263c5a263_166)] | | | [removed: [73](#i752348d5570c4d3ba13871f4510e3eaa_163)] [added: [73](#id658d979404e4d68a097864263c5a263_166)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i752348d5570c4d3ba13871f4510e3eaa_169)] [added: Schedules](#id658d979404e4d68a097864263c5a263_172)] | | | [removed: [74](#i752348d5570c4d3ba13871f4510e3eaa_169)] [added: [74](#id658d979404e4d68a097864263c5a263_172)] | | |

Homebuilding generated 98% of our consolidated revenues of [removed: $16.1] [added: $17.9] billion in [removed: 2023,] [added: 2024,] 98% of our consolidated revenues of [removed: $16.0] [added: $16.1] billion in [removed: 2022,] [added: 2023,] and [removed: 97%] [added: 98%] of our consolidated revenues of [removed: $13.7] [added: $16.0] billion in [removed: 2021.][added: 2022.]

Our Homebuilding operations are geographically diverse within the U.S. During [removed: 2023,] [added: 2024,] we operated out of an average of [removed: 906] [added: 945] active communities in 46 markets across [removed: 26] [added: 25] states.

During [removed: 2023,] [added: 2024,] we delivered closings totaling [removed: 28,603] [added: 31,219] homes, compared with [removed: 29,111] [added: 28,603] homes in [removed: 2022] [added: 2023] and [removed: 28,894] [added: 29,111] homes in [removed: 2021.][added: 2022.]

Over our history, we have delivered over [removed: 800,000] [added: 850,000] homes.

We predominantly sell single-family detached homes, which represented 83% of our home closings in [added: 2024 and] 2023, [removed: 86% in 2022,] and [removed: 84%] [added: 86%] in [removed: 2021.][added: 2022.]

Sales prices of home closings during [removed: 2023] [added: 2024] ranged from approximately $150,000 to over $2,500,000, with [removed: 86%] [added: 84%] falling within the range of $250,000 to $750,000.

The average unit selling price in [removed: 2023] [added: 2024] was [removed: $545,000,] [added: $555,000,] compared with [removed: $534,000] [added: $545,000] in [removed: 2022,] [added: 2023,] and [removed: $456,000] [added: $534,000] in [removed: 2021.][added: 2022.]

At December 31, [removed: 2023,] [added: 2024,] we controlled [removed: 222,630] [added: 234,589] lots, of which [removed: 104,515] [added: 102,176] were owned and [removed: 118,115] [added: 132,413] were under land option agreements.

During [removed: 2023, 39%, 36%,] [added: 2024, 40%, 38%,] and [removed: 25%] [added: 22%] of our home closings were to first-time, move-up, and active adult customers, respectively, which reflects a small increase toward first-time buyers since [removed: 2022] [added: 2023] consistent with our continued investment in serving first-time buyers.

Backlog, which represents orders for homes that have not yet closed, was [removed: $7.3] [added: $6.5] billion [removed: (12,146] [added: (10,153] units) at December 31, [removed: 2023] [added: 2024] and [removed: $7.7] [added: $7.3] billion [removed: (12,169] [added: (12,146] units) at December 31, [removed: 2022.][added: 2023.]

Of the orders in backlog at December 31, [removed: 2023,] [added: 2024,] substantially all are scheduled to be closed during [removed: 2024,] [added: 2025,] though all orders are subject to potential cancellation by or final negotiations with the customer.

Additionally, the supply of certain building materials has been impacted by the combination of volatile consumer demand and [added: periodic] disruptions in the global supply [removed: chain caused by the COVID-19 pandemic and major weather events at the point of manufacture of certain products.][added: chain.]

This volatility in demand, supply chain disruptions, and the consolidation of ownership of the source of supply for certain building materials [removed: has] [added: have] combined to [removed: significantly] increase the prices of those [removed: materials.][added: materials over time and could do so again in the future.]

While we are one of the largest homebuilders in the U.S., our national market share represented only approximately 4% of U.S. new home sales in [removed: 2023.][added: 2024.]

Additionally, new home sales have traditionally represented less than [removed: 15%] [added: 20%] of overall U.S. home sales (new and existing homes).

Although significant changes in market conditions have impacted our seasonal patterns in the past and could do so again, we [added: have] historically [removed: experience] [added: experienced] variability in our quarterly results from operations due to the seasonal nature of the homebuilding industry.

We originated the mortgage loans for [removed: 61%] [added: 63%] of the homes we closed in [removed: 2023, 62%] [added: 2024, 61%] in [removed: 2022,] [added: 2023,] and [removed: 73%] [added: 62%] in [removed: 2021.][added: 2022.]

Cash buyers represented [removed: 22%] [added: 21%, 22%,] and 18% of home closings in [removed: 2023] [added: 2024, 2023,] and 2022, respectively.

We also sell the servicing rights for the loans we originate through [removed: fixed-price-servicing] [added: fixed-price servicing] sales contracts to reduce the risks and costs inherent in servicing loans.

| | | | [Part I](#id658d979404e4d68a097864263c5a263_10) | | | | | |

| 1 | | | [Business](#id658d979404e4d68a097864263c5a263_13) | | | [3](#id658d979404e4d68a097864263c5a263_13) | | |

| 1C | | | [Cybersecurity](#id658d979404e4d68a097864263c5a263_34) | | | [18](#id658d979404e4d68a097864263c5a263_34) | | |

| 2 | | | [Properties](#id658d979404e4d68a097864263c5a263_37) | | | [19](#id658d979404e4d68a097864263c5a263_37) | | |

| | | | [Part II](#id658d979404e4d68a097864263c5a263_46) | | | | | |

| 6 | | | [\[Reserved\]](#id658d979404e4d68a097864263c5a263_52) | | | [21](#id658d979404e4d68a097864263c5a263_52) | | |

| 9B | | | [Other Information](#id658d979404e4d68a097864263c5a263_145) | | | [72](#id658d979404e4d68a097864263c5a263_145) | | |

| | | | [Part III](#id658d979404e4d68a097864263c5a263_151) | | | | | |

| 11 | | | [Executive Compensation](#id658d979404e4d68a097864263c5a263_157) | | | [72](#id658d979404e4d68a097864263c5a263_157) | | |

| | | | [Part IV](#id658d979404e4d68a097864263c5a263_169) | | | | | |

| 16 | | | [Form 10-K Summary](#id658d979404e4d68a097864263c5a263_175) | | | [77](#id658d979404e4d68a097864263c5a263_175) | | |

| | | | [Signatures](#id658d979404e4d68a097864263c5a263_178) | | | [78](#id658d979404e4d68a097864263c5a263_178) | | |

Additionally, given the disruption in economic activity, supply chain challenges, increase in mortgage interest rates, and other macroeconomic factors over the last several years, our quarterly results in 2024 and 2023 are not necessarily indicative of results that may be achieved in the future.

| James L. Ossowski | | | | | | 56 | | | | | | Senior Vice President, Finance | | | | | | 2025 | | |

In July 2024, the Company disclosed that Mr. O’Shaughnessy notified the Company of his intention to retire.

Pursuant to the terms of his retirement, he is expected to continue to serve as the Company’s Chief Financial Officer until February 7, 2025 (the “Transition Date”) and is expected to remain at the Company as Executive Vice President until the end of 2025.

At the same time, the Company announced that Mr. Ossowski would succeed Mr. O'Shaughnessy and be promoted to the roles of Executive Vice President and Chief Financial Officer, effective as of the Transition Date.

Mr. Ossowski was appointed Senior Vice President, Finance in February 2017.

In July 2024, the Company announced that Mr. Ossowski would succeed Mr. O'Shaughnessy and be promoted to the roles of Executive Vice President and Chief Financial Officer, effective as of the Transition Date.

| | | | [Part I](#i752348d5570c4d3ba13871f4510e3eaa_10) | | | | | |

| 1 | | | [Business](#i752348d5570c4d3ba13871f4510e3eaa_13) | | | [3](#i752348d5570c4d3ba13871f4510e3eaa_13) | | |

| 1C | | | [Cybersecurity](#i752348d5570c4d3ba13871f4510e3eaa_1485) | | | [17](#i752348d5570c4d3ba13871f4510e3eaa_1485) | | |

| 2 | | | [Properties](#i752348d5570c4d3ba13871f4510e3eaa_34) | | | [18](#i752348d5570c4d3ba13871f4510e3eaa_34) | | |

| | | | [Part II](#i752348d5570c4d3ba13871f4510e3eaa_43) | | | | | |

| 6 | | | [\[Reserved\]](#i752348d5570c4d3ba13871f4510e3eaa_49) | | | [20](#i752348d5570c4d3ba13871f4510e3eaa_49) | | |

| 9B | | | [Other Information](#i752348d5570c4d3ba13871f4510e3eaa_142) | | | [72](#i752348d5570c4d3ba13871f4510e3eaa_142) | | |

| | | | [Part III](#i752348d5570c4d3ba13871f4510e3eaa_148) | | | | | |

| 11 | | | [Executive Compensation](#i752348d5570c4d3ba13871f4510e3eaa_154) | | | [73](#i752348d5570c4d3ba13871f4510e3eaa_154) | | |

| | | | [Part IV](#i752348d5570c4d3ba13871f4510e3eaa_166) | | | | | |

| 16 | | | [Form 10-K Summary](#i752348d5570c4d3ba13871f4510e3eaa_172) | | | [76](#i752348d5570c4d3ba13871f4510e3eaa_172) | | |

| | | | [Signatures](#i752348d5570c4d3ba13871f4510e3eaa_175) | | | [77](#i752348d5570c4d3ba13871f4510e3eaa_175) | | |

We have established processes and policies for assessing, [removed: identifying] [added: identifying,] and managing material risks posed by cybersecurity threats.

Our processes and policies are [added: designed to be] based upon the National Institute of Standards and Technology (NIST) Cybersecurity Framework with our processes focused on: (i) developing organizational understanding to manage cybersecurity risks, (ii) applying safeguards to protect our systems, (iii) detecting the occurrence of a cybersecurity incident, (iv) responding to a cybersecurity incident and (v) recovering from a cybersecurity incident.

We are [removed: continuously] [added: also frequently] working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of protection.

We conduct tabletop [added: simulation] exercises with outside consultants at least annually to test our processes and policies and use feedback from those exercises to improve our processes.

Our senior management [added: team members are active participants in each of those exercises,] and members of the Audit Committee of our Board of Directors [removed: participate] [added: have participated] in [added: some of] those [removed: exercises.][added: exercises as well.]

Our processes and policies include the identification of those third-party relationships [removed: which] [added: that] have the greatest potential to expose us to cybersecurity threats and, upon identification, we conduct additional due diligence as a part of establishing those relationships.

We also maintain insurance coverage for cybersecurity [removed: insurance] [added: matters] as part of our overall insurance portfolio.

For additional information concerning cybersecurity risks we [removed: face,] [added: face to our business strategy, results of operations and financial condition,] see [Item 1A Risk [removed: Factors](#i752348d5570c4d3ba13871f4510e3eaa_28)] [added: Factors](#id658d979404e4d68a097864263c5a263_28)] – Information technology failures or data security breaches could harm our business and result in substantial costs.

Our Audit Committee receives materials on a frequent basis to address the identification and status of information technology cybersecurity risks, and management, including our Chief Information [removed: Officers (CIO)] [added: Officer ("CIO")] and Chief Information Security [removed: Officers (CISO),] [added: Officer ("CISO"),] provides quarterly updates to our Audit Committee and an [removed: annual] update to our Board of Directors [added: at least annually] with respect to cybersecurity matters.

Aspects of the information systems of our Homebuilding operations and our Financial Services operations are separate and distinct, [removed: and therefore] [added: and, prior to the third quarter of 2024,] each operation [removed: has] [added: had] a separate CIO and CISO.

[removed: The CIOs are] [added: Our CISO reports to our CIO and is] responsible for managing [removed: their respective CISO and ensuring their] [added: the] information security team [added: and working to ensure the team] is assessing and managing cybersecurity risks in accordance with our processes and procedures.

[removed: Each of our CIOs] [added: Our CIO] has over [removed: 20] [added: 30] years’ experience managing enterprise information technology systems.

[removed: The] [added: Our] CISO [removed: of our Homebuilding operations] [added: has over 25 years’ experience working in information technology and cybersecurity roles and] is a certified information security manager as certified by the Information Systems Audit and Control Association (ISACA).

Pursuant to our Cybersecurity Incident Response Plan [removed: (CIRP),] [added: ("CIRP"),] when a cybersecurity event has been identified through our detection processes, it is assessed in order to determine whether the event is a cybersecurity incident.

Our CIRP designates the primary manager of a cybersecurity incident, describes the parties who should be informed about the [removed: incident] [added: incident,] and outlines the processes for containment, eradication, [removed: recovery] [added: recovery,] and resolution of the incident.

Depending on the severity and impact of a cybersecurity threat, members of our senior management team and Board of Directors are notified of an incident and kept [added: informed of the mitigation and remediation of the incident.]

Our Audit Committee regularly reviews and discusses with management the strategies, processes, procedures, and controls pertaining to the management of the Company’s information technology operations, including cybersecurity risks.

This enables management to provide oversight, set risk tolerances, and support a comprehensive cybersecurity program that manages material cybersecurity risks to the Company.

In August of 2024, our information technology operations were centralized under a single CIO and a single CISO, each with enterprise-wide responsibilities.

informed of the mitigation and remediation of the incident.

At January 24, [removed: 2024,] [added: 2025,] there were [removed: 1,994] [added: 1,918] shareholders of record.

In November [removed: 2023,] [added: 2024,] our Board of Directors approved a quarterly cash dividend of [removed: $0.20] [added: $0.22] per common share, payable on January 3, [removed: 2024,] [added: 2025,] to shareholders of record on December [removed: 19, 2023.][added: 17, 2024.]

(1)During [removed: 2023,] [added: 2024,] participants surrendered shares for payment of minimum tax obligations upon the vesting or exercise of previously granted share-based compensation awards.

[removed: (2)The] [added: (2)On January 30, 2024, the Company announced that the] Board of Directors approved a share repurchase authorization increase of [removed: $1.0] [added: $1.5] billion on [removed: April 24, 2023.][added: January 29, 2024.]

There is no expiration date for this program, under which [removed: $382.9] [added: $682.9] million remained available as of December 31, [removed: 2023.][added: 2024.]

During [removed: 2023,] [added: 2024,] we repurchased [removed: 13.8] [added: 10.1] million shares for a total of [removed: $1.0] [added: $1.2] billion under this program.

On January 29, [removed: 2024,] [added: 2025,] the Board of Directors [removed: increased] [added: approved an increase to] our share repurchase authorization by [added: an additional] $1.5 [removed: billion.][added: billion, which was publicly announced on January 30, 2025.]

The information required by this item with respect to equity compensation plans is set forth under [Item [removed: 12](#i752348d5570c4d3ba13871f4510e3eaa_157)] [added: 12](#id658d979404e4d68a097864263c5a263_160)] of this [removed: annual report] [added: Annual Report] on Form 10-K and is incorporated herein by reference.

The following line graph compares, for the fiscal years ended December 31, [removed: 2019,] 2020, 2021, 2022, [removed: and] 2023, [added: and 2024,] (a) the yearly cumulative total shareholder return (i.e., the change in share price plus the cumulative amount of dividends, assuming dividend reinvestment, divided by the initial share price, expressed as a percentage) on PulteGroup’s common shares, with (b) the cumulative total return of the Standard & Poor’s 500 Stock Index and with (c) the Dow Jones U.S. Select Home Construction Index.

Fiscal Year Ended December 31, [removed: 2023][added: 2024]

[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] | | |

| Dow Jones U.S. Select Home Construction Index | | | | | | 100.00 | | | | | | [removed: 149.60] [added: 126.99] | | | | | | [removed: 189.98] [added: 190.20] | | | | | | [removed: 284.54] [added: 140.90] | | | | | | [removed: 210.79] [added: 238.93] | | | | | | [removed: 357.43] [added: 244.95] | | |

* Assumes $100 invested on December 31, [removed: 2018,] [added: 2019,] and the reinvestment of dividends.

| October 1, 2024 to October 31, 2024 | | | 814,038 | | | | | | $ | 139.41 | | | | | 814,038 | | | | | | $ | 889,414 | | (2) | | |

| November 1, 2024 to November 30, 2024 | | | 788,499 | | | | | | 130.80 | | | | | | 788,499 | | | | | | $ | 786,275 | | (2) | | |

| December 1, 2024 to December 31, 2024 | | | 860,862 | | | | | | 120.09 | | | | | | 860,862 | | | | | | $ | 682,898 | | (2) | | |

| Total | | | 2,463,399 | | | | | | $ | 129.90 | | | | | 2,463,399 | | | | | | | | | | | |

There is also no expiration date for this program.

| PULTEGROUP, INC. | | | | | | $ | 100.00 | | | | | $ | 112.65 | | | | | $ | 151.00 | | | | | $ | 121.98 | | | | | $ | 279.07 | | | | | $ | 296.48 | |

| S&P 500 Index - Total Return | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| October 1, 2023 to October 31, 2023 | | | 1,359,265 | | | | | | $ | 72.29 | | | | | 1,359,265 | | | | | | $ | 584,641 | | (2) | | |

| November 1, 2023 to November 30, 2023 | | | 1,239,446 | | | | | | 83.37 | | | | | | 1,239,446 | | | | | | $ | 481,308 | | (2) | | |

| December 1, 2023 to December 31, 2023 | | | 1,014,602 | | | | | | 97.00 | | | | | | 1,014,602 | | | | | | $ | 382,897 | | (2) | | |

| Total | | | 3,613,313 | | | | | | $ | 83.03 | | | | | 3,613,313 | | | | | | | | | | | |

| PULTEGROUP, INC. | | | | | | $ | 100.00 | | | | | $ | 151.33 | | | | | $ | 170.47 | | | | | $ | 228.50 | | | | | $ | 184.59 | | | | | $ | 422.31 | |

| S&P 500 Index - Total Return | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

[added: | | | | | | | | | |] December 31, [removed: 2023 and] [added: 2023 | | | | | | December 31,] 2022 [added: | | |]

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

| Cash and equivalents | | | $ | [removed: 1,806,583] [added: 1,613,327] | | | | | $ | [removed: 1,053,104] [added: 1,806,583] | |

| Restricted cash | | | [removed: 42,594] [added: 40,353] | | | | | | [removed: 41,449] [added: 42,594] | | |

| Total cash, cash equivalents, and restricted cash | | | [removed: 1,849,177] [added: 1,653,680] | | | | | | [removed: 1,094,553] [added: 1,849,177] | | |

| House and land inventory | | | [removed: 11,795,370] [added: 12,665,813] | | | | | | [removed: 11,326,017] [added: 11,795,370] | | |

| Land held for sale | | | [removed: 23,831] [added: 27,007] | | | | | | [removed: 42,254] [added: 23,831] | | |

| Residential mortgage loans available-for-sale | | | [removed: 516,064] [added: 629,582] | | | | | | [removed: 677,207] [added: 516,064] | | |

| Investments in unconsolidated entities | | | [removed: 166,913] [added: 215,416] | | | | | | [removed: 146,759] [added: 166,913] | | |

| Other assets | | | [removed: 1,545,667] [added: 2,001,991] | | | | | | [removed: 1,291,572] [added: 1,545,667] | | |

| Intangible assets | | | [removed: 56,338] [added: 46,303] | | | | | | [removed: 66,875] [added: 56,338] | | |

| Deferred tax assets | | | [removed: 64,760] [added: 55,041] | | | | | | [removed: 82,348] [added: 64,760] | | |

| Accounts payable, including book overdrafts of [removed: $117,212] [added: $112,639] and [removed: $87,578] [added: $117,212] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | $ | [removed: 619,012] [added: 727,995] | | | | | $ | [removed: 565,975] [added: 619,012] | |

| Customer deposits | | | [removed: 675,091] [added: 512,580] | | | | | | [removed: 783,556] [added: 675,091] | | |

| Deferred tax liabilities | | | [removed: 302,155] [added: 443,566] | | | | | | [removed: 215,446] [added: 302,155] | | |

| Accrued and other liabilities | | | [removed: 1,645,690] [added: 1,412,166] | | | | | | [removed: 1,685,202] [added: 1,645,690] | | |

| Financial Services debt | | | [removed: 499,627] [added: 526,906] | | | | | | [removed: 586,711] [added: 499,627] | | |

| Notes payable | | | [removed: 1,962,218] [added: 1,618,586] | | | | | | [removed: 2,045,527] [added: 1,962,218] | | |

| Total liabilities | | | [removed: 5,703,793] [added: 5,241,799] | | | | | | [removed: 5,882,417] [added: 5,703,793] | | |

| Common shares, $0.01 par value; 500,000,000 shares authorized, [removed: 212,557,522] [added: 202,912,881] and [removed: 225,840,443] [added: 212,557,522] shares issued and outstanding at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 2,126] [added: 2,029] | | | | | | [removed: 2,258] [added: 2,126] | | |

| Additional paid-in capital | | | [removed: 3,368,407] [added: 3,425,384] | | | | | | [removed: 3,330,138] [added: 3,368,407] | | |

| Retained earnings | | | [removed: 7,012,724] [added: 8,694,551] | | | | | | [removed: 5,581,702] [added: 7,012,724] | | |

| Total shareholders’ equity | | | [removed: 10,383,257] [added: 12,121,964] | | | | | | [removed: 8,914,098] [added: 10,383,257] | | |

For the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Home sale revenues | | | $ | [removed: 15,598,707] [added: 17,318,521] | | | | | $ | [removed: 15,548,119] [added: 15,598,707] | | | | | $ | [removed: 13,186,925] [added: 15,548,119] | |

| Land sale and other revenues | | | [removed: 142,116] [added: 195,435] | | | | | | [removed: 143,144] [added: 142,116] | | | | | | [removed: 160,538] [added: 143,144] | | |

| | | | [removed: 15,740,823] [added: 17,513,956] | | | | | | [removed: 15,691,263] [added: 15,740,823] | | | | | | [removed: 13,347,463] [added: 15,691,263] | | |

| Financial Services | | | [removed: 320,755] [added: 432,994] | | | | | | [removed: 311,716] [added: 320,755] | | | | | | [removed: 389,532] [added: 311,716] | | |

| Total revenues | | | [removed: 16,061,578] [added: 17,946,950] | | | | | | [removed: 16,002,979] [added: 16,061,578] | | | | | | [removed: 13,736,995] [added: 16,002,979] | | |

| Home sale cost of revenues | | | [removed: (11,030,206)] [added: (12,311,766)] | | | | | | [removed: (10,867,879)] [added: (11,030,206)] | | | | | | [removed: (9,652,074)] [added: (10,867,879)] | | |

| Land sale and other cost of revenues | | | [removed: (124,607)] [added: (189,893)] | | | | | | [removed: (119,906)] [added: (124,607)] | | | | | | [removed: (134,013)] [added: (119,906)] | | |

| | | | [removed: (11,154,813)] [added: (12,501,659)] | | | | | | [removed: (10,987,785)] [added: (11,154,813)] | | | | | | [removed: (9,786,087)] [added: (10,987,785)] | | |

| Financial Services expenses | | | [removed: (187,280)] [added: (224,086)] | | | | | | [removed: (180,696)] [added: (187,280)] | | | | | | [removed: (168,486)] [added: (180,696)] | | |

| Selling, general, and administrative expenses | | | [removed: (1,312,642)] [added: (1,321,276)] | | | | | | [removed: (1,381,222)] [added: (1,312,642)] | | | | | | [removed: (1,208,698)] [added: (1,381,222)] | | |

| Equity income from unconsolidated entities, net | | | [removed: 4,561] [added: 44,201] | | | | | | [removed: 50,680] [added: 4,561] | | | | | | [removed: 17,200] [added: 50,680] | | |

| [removed: Gain] [added: Gain] (loss) on debt [removed: retirement] [added: retirement] | | | [removed: 663] [added: (222)] | | | | | | [removed: —] [added: 663] | | | | | | [removed: (61,469)] [added: —] | | |

| Other income (expense), net | | | [removed: 37,200] [added: 61,749] | | | | | | [removed: (64,398)] [added: 37,863] | | | | | | [removed: (19,610)] [added: (64,398)] | | |

| Income before income taxes | | | [removed: 3,449,267] [added: 4,005,879] | | | | | | [removed: 3,439,558] [added: 3,449,267] | | | | | | [removed: 2,509,845] [added: 3,439,558] | | |

| Income tax expense | | | [removed: (846,895)] [added: (922,617)] | | | | | | [removed: (822,241)] [added: (846,895)] | | | | | | [removed: (563,525)] [added: (822,241)] | | |

December 31, 2024 and 2023

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

| | | | $ | 17,363,763 | | | | | $ | 16,087,050 | |

| | | | $ | 17,363,763 | | | | | $ | 16,087,050 | |

For the years ended December 31, 2024, 2023, and 2022

| Net income | | | $ | 3,083,262 | | | | | $ | 2,602,372 | | | | | $ | 2,617,317 | |

For the years ended December 31, 2024, 2023, and 2022

| Share issuances | | | 422 | | | | | | 4 | | | | | | 9,288 | | | | | | — | | | | | | — | | | | | | 9,292 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (171,390) | | | | | | (171,390) | | |

| Share repurchases | | | (10,067) | | | | | | (101) | | | | | | — | | | | | | — | | | | | | (1,199,898) | | | | | | (1,199,999) | | |

| Excise tax on share repurchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,550) | | | | | | (11,550) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,083,262 | | | | | | 3,083,262 | | |

| Shareholders' equity, December 31, 2024 | | | 202,913 | | | | | | $ | 2,029 | | | | | $ | 3,425,384 | | | | | $ | — | | | | | $ | 8,694,551 | | | | | $ | 12,121,964 | |

For the years ended December 31, 2024, 2023, and 2022

| Net income | | | $ | 3,083,262 | | | | | $ | 2,602,372 | | | | | $ | 2,617,317 | |

| Excise tax on share repurchases | | | (9,691) | | | | | | — | | | | | | — | | |

*(a) Includes a gain of $17.5 million in 2024 related to the sale of a non-homebuilding property.*

A decreasing number of our outstanding restricted share units are considered participating securities such that there was no impact for the year ended December 31, 2024.

See [Note 8](#id658d979404e4d68a097864263c5a263_124).

estimates to complete.

See [Note 2](#id658d979404e4d68a097864263c5a263_103).

See [Note 2](#id658d979404e4d68a097864263c5a263_103).

See [Note 11](#id658d979404e4d68a097864263c5a263_133).

These changes

| | | | $ | 14,735 | | | | | $ | 16,969 | | | | | $ | 4,060 | | | | | $ | 27,657 | |

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” ("ASU 2024-03"), which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

Inventory

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

| | | | $ | 12,665,813 | | | | | $ | 11,795,370 | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | $ | 1,058,463 | | | | | $ | 9,231,682 | | | | | $ | 704,209 | | | | | $ | 6,448,124 | |

In 2024, we adopted ASU 2023-07, which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis.

The adoption of ASU 2023-07 impacted the presentation of the performance measures presented in the below tables.

Information for previous periods in the below tables conforms with the current year presentation.

Our Chief Executive Officer ("CEO"), who has been identified as the chief operating decision maker for the purposes of the following reportable segment disclosures, is regularly provided operating results of individual operating segments which comprise our reportable segments.

These operating results include key operating metrics which inform the CEO's decisions regarding allocation of resources and assessment of our overall operational performance.

These operating results are reviewed against actual and forecasted figures, with income before income taxes being the key operating metric used to measure profit or loss.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Northeast | | | $ | 1,068,199 | | | | | $ | 969,107 | | | | | $ | 1,062,764 | |

| Southeast | | | 2,880,882 | | | | | | 2,669,065 | | | | | | 2,761,629 | | |

PULTEGROUP, INC.

| | | | $ | 16,087,050 | | | | | $ | 14,796,515 | |

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

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

| Shareholders' equity, December 31, 2020 | | | 266,464 | | | | | | $ | 2,665 | | | | | $ | 3,261,412 | | | | | $ | (145) | | | | | $ | 3,306,057 | | | | | $ | 6,569,989 | |

| Stock option exercises | | | 1 | | | | | | — | | | | | | 11 | | | | | | — | | | | | | — | | | | | | 11 | | |

| Share issuances | | | 525 | | | | | | 5 | | | | | | 4,176 | | | | | | — | | | | | | — | | | | | | 4,181 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (148,133) | | | | | | (148,133) | | |

| Share repurchases | | | (17,664) | | | | | | (177) | | | | | | — | | | | | | — | | | | | | (897,126) | | | | | | (897,303) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,946,320 | | | | | | 1,946,320 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 100 | | | | | | — | | | | | | 100 | | |

| (Gain) loss on debt retirement | | | (663) | | | | | | — | | | | | | 61,469 | | |

| Stock option exercises | | | — | | | | | | — | | | | | | 11 | | |

*Reclassifications*

Effective with our first quarter 2023 reporting, we reclassified our closing cost incentives provided to customers, including seller-paid financing costs, from home sale cost of revenues to home sale revenues.

All prior period amounts have been reclassified to conform to the current presentation.

As a result, all sales incentives provided to customers are classified as a reduction of home sale revenues.

This reclassification had the effect of reducing both home sale revenues and home sale cost of revenues by the amount of such closing cost incentives, which totaled $226.0 million and $189.9 million for the years ended December 31, 2022 and 2021, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Our outstanding restricted share units and deferred shares are considered participating securities.

See [Note 7](#i752348d5570c4d3ba13871f4510e3eaa_118).

limited instances exceeding) 10 years.

See [Note 11](#i752348d5570c4d3ba13871f4510e3eaa_130).

contract, and some loan commitments may expire without being drawn upon, these commitments do not necessarily represent future cash requirements.

| | | | $ | 4,060 | | | | | $ | 27,657 | | | | | $ | 15,780 | | | | | $ | 22,590 | |

In 2023, we adopted ASU 2020-04, "Reference Rate Reform (Topic 848)", as amended by ASU 2021-01 in January 2021, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the cessation of the London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued.

Our adoption of ASU 2020-04 did not have a material impact on the Company's condensed consolidated financial statements.

Inventory and land held for sale

| | | | $ | 11,795,370 | | | | | $ | 11,326,017 | |

| | | | $ | 704,209 | | | | | $ | 6,448,124 | | | | | $ | 478,755 | | | | | $ | 5,400,241 | |

| Northeast | | | $ | 969,628 | | | | | $ | 1,063,568 | | | | | $ | 1,112,778 | |

| Southeast | | | 2,675,213 | | | | | | 2,764,945 | | | | | | 2,208,345 | | |

| Florida | | | 4,740,387 | | | | | | 3,930,828 | | | | | | 3,108,017 | | |

| Midwest | | | 2,089,257 | | | | | | 2,292,871 | | | | | | 1,959,752 | | |

| Texas | | | 2,069,467 | | | | | | 2,193,295 | | | | | | 1,768,895 | | |

| West | | | 3,196,871 | | | | | | 3,445,756 | | | | | | 3,189,676 | | |

| Northeast | | | $ | 218,159 | | | | | $ | 244,233 | | | | | $ | 215,193 | |

| Southeast | | | 620,969 | | | | | | 692,279 | | | | | | 417,880 | | |

| Florida | | | 1,212,675 | | | | | | 939,034 | | | | | | 585,680 | | |

| Midwest | | | 368,321 | | | | | | 363,028 | | | | | | 287,956 | | |

Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]

Based upon, and as of the date of that evaluation, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

In order to ensure that the Company’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this [removed: annual report,] [added: Annual Report on Form 10-K,] has issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, [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, PulteGroup, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [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 December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 5, 2024] [added: 6, 2025] expressed an unqualified opinion thereon.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

February 6, 2025

February 5, 2024

Due to the limited NOLs and other tax attributes remaining that would be affected by an “ownership change” under Section 382 of the Internal Revenue Code, the Board of Directors, at a meeting held on February 5, 2025, determined not to approve an amendment to extend the term of the Rights Plan beyond its expiration date of June 1, 2025 and determined to consider, at a future meeting of the Board of Directors, amendments to the provisions of the Company’s by-laws that prohibit certain transfers of our securities.

During the fourth quarter of 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

As disclosed in the Company's Current Report on Form 8-K filed on May 5, 2023, the shareholders of the Company approved, on an advisory basis, the frequency of future advisory votes regarding the compensation of the Company's named executive officers, with 174,791,547 shares voted for "1 year", 1,946,838 shares voted for "2 years", 8,264,801 shares voted for "3 years", and 90,931 abstentions.

In light of the results of the vote as noted above, the Board of Directors of the Company recommended and, consistent with the shareholder vote, has decided that the advisory vote on executive compensation be held on an annual basis.

On January 31, 2024, the Compensation Committee (the “Compensation Committee”) of our Board of Directors (the “Board”) approved an amendment and restatement of the PulteGroup, Inc. Executive Severance Policy, effective January 31, 2024 (as amended and restated, the “Amended Severance Policy”), in order to, among other things, (i) remove a provision providing for prorated vesting of performance-based equity awards upon a Qualifying Termination of Employment (as defined in the Amended Severance Policy); and (ii) provide that a participant who experience a Qualifying Termination of Employment within two years following a Change in Control (as defined in the Amended Severance Policy) will receive an amount equal to 1/12 of his or her target bonus multiplied by the severance multiple applicable to such participant under the Amended Severance Policy.

The foregoing description of the Amended Severance Policy is not complete and is qualified in its entirety by reference to the Amended Severance Policy filed herewith as Exhibit 10(p) and incorporated herein by reference.

Also, on January 31, 2024, the Compensation Committee approved the PulteGroup, Inc. Amended Retirement Policy, effective for grants on or after January 31, 2024 (the “Amended Retirement Policy”), in order to provide that, (i) following a participant’s Qualifying Retirement (as defined in the Amended Retirement Policy), 100% of a participant’s outstanding RSU awards will continue to vest in accordance with the original vesting schedule as if such participant had remained employed with the Company through each vesting date, instead of 50% of a participant’s outstanding RSUs vesting immediately upon such Qualifying Retirement, and (ii) any performance-based equity awards will vest based on actual performance during the performance period with no pro-ration, except that any performance-based equity awards granted in the same calendar year of a participant’s Qualifying Retirement will be forfeited.

The foregoing description of the Amended Retirement Policy is not complete and is qualified in its entirety by reference to the Amended Retirement Policy filed herewith as Exhibit 10(r) and incorporated herein by reference.

Finally, on January 31, 2024, the Board approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into by and between the Company and each of its directors and officers to provide for rights to indemnification and advancement of expenses generally consistent with the Company’s Amended and Restated By-Laws, which provide for mandatory indemnification and advancement of expenses to the fullest extent permitted by the Michigan Business Corporation Act for directors and officers of the Company.

The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the Indemnification Agreement filed herewith as Exhibit 10(s) and incorporated herein by reference.

Information required by this Item with respect to members of our Board of Directors and with respect to our Audit Committee will be contained in the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders [removed: (“2024] [added: (“2025] Proxy Statement”), which will be filed no later than 120 days after December 31, [removed: 2023,] [added: 2024,] under the captions [removed: “Election] [added: “Proposal 1: Election] of Directors” and “Committees of the Board of Directors - Audit Committee” and in the chart disclosing Audit Committee membership and is incorporated herein by this reference.

[added: Information required by this Item with respect to our code of ethics will be contained in] the [removed: 2024] [added: 2025] Proxy Statement under the caption “Corporate Governance - Governance Guidelines; Code of Ethical Business Conduct; Code of Ethics; Prohibition on Hedging” and is incorporated herein by this reference.

The Company has adopted an insider trading policy governing the purchase and sale and other disposition of Company securities by our directors, officers and employees, and by the Company itself.

The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards.

A copy of the PulteGroup, Inc. Insider Trading and Confidentiality Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Information required by this Item with respect to our code of ethics will be contained in

Information required by this Item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions "Compensation Discussion and Analysis", "Compensation and Management Development Committee Report", [removed: "2023] [added: "2024] Executive Compensation" and [removed: "2023] [added: "2024] Director Compensation" and is incorporated herein by this reference, provided that the Compensation and Management Development Committee Report shall not be deemed to be “filed” with this Annual Report on Form 10-K.

Information required by this Item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Beneficial Security Ownership” and “Equity Compensation Plan Information” and is incorporated herein by this reference.

Information required by this Item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Board of Directors Information” and is incorporated herein by this reference.

Information required by this Item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Audit and Non-Audit Fees” and “Audit Committee Preapproval Policies” and is incorporated herein by reference.

| [Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i752348d5570c4d3ba13871f4510e3eaa_76)] [added: 2023](#id658d979404e4d68a097864263c5a263_79)] | | | [removed: [40](#i752348d5570c4d3ba13871f4510e3eaa_76)] [added: [41](#id658d979404e4d68a097864263c5a263_79)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i752348d5570c4d3ba13871f4510e3eaa_82)] [added: 2022](#id658d979404e4d68a097864263c5a263_85)] | | | [removed: [41](#i752348d5570c4d3ba13871f4510e3eaa_82)] [added: [42](#id658d979404e4d68a097864263c5a263_85)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i752348d5570c4d3ba13871f4510e3eaa_85)] [added: 2022](#id658d979404e4d68a097864263c5a263_88)] | | | [removed: [42](#i752348d5570c4d3ba13871f4510e3eaa_85)] [added: [43](#id658d979404e4d68a097864263c5a263_88)] | | |

| [Consolidated Statements of Shareholders' Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i752348d5570c4d3ba13871f4510e3eaa_88)] [added: 2022](#id658d979404e4d68a097864263c5a263_91)] | | | [removed: [43](#i752348d5570c4d3ba13871f4510e3eaa_88)] [added: [44](#id658d979404e4d68a097864263c5a263_91)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i752348d5570c4d3ba13871f4510e3eaa_91)] [added: 2022](#id658d979404e4d68a097864263c5a263_94)] | | | [removed: [44](#i752348d5570c4d3ba13871f4510e3eaa_91)] [added: [45](#id658d979404e4d68a097864263c5a263_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i752348d5570c4d3ba13871f4510e3eaa_94)] [added: Statements](#id658d979404e4d68a097864263c5a263_97)] | | | [removed: [45](#i752348d5570c4d3ba13871f4510e3eaa_94)] [added: [46](#id658d979404e4d68a097864263c5a263_97)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i752348d5570c4d3ba13871f4510e3eaa_133)] [added: Firm](#id658d979404e4d68a097864263c5a263_136)] (PCAOB ID: 42) | | | [removed: [68](#i752348d5570c4d3ba13871f4510e3eaa_133)] [added: [68](#id658d979404e4d68a097864263c5a263_136)] | | |

| (3) | | | | | | (a) | | | | | | [Restated Articles of Incorporation, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on August 18, [removed: 2009)](http://www.sec.gov/Archives/edgar/data/822416/000095012309036231/c53074aexv3w1.htm)] [added: 2009)](https://www.sec.gov/Archives/edgar/data/822416/000095012309036231/c53074aexv3w1.htm)] | | |

| | | | | | | (b) | | | | | | [Certificate of Amendment to the Articles of Incorporation, dated March 18, 2010 (Incorporated by reference to Exhibit 3(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/822416/000119312510111120/dex3b.htm)] [added: 2010)](https://www.sec.gov/Archives/edgar/data/822416/000119312510111120/dex3b.htm)] | | |

| | | | | | | (c) | | | | | | [Certificate of Amendment to the Articles of Incorporation, dated May 21, 2010 (Incorporated by reference to Exhibit 3(c) of our Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/822416/000119312510248979/dex3c.htm)] [added: 2010)](https://www.sec.gov/Archives/edgar/data/822416/000119312510248979/dex3c.htm)] | | |

| | | | | | | [removed: (d)] [added: (e)] | | | | | | [Amended and Restated By-laws of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on May 5, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/822416/000082241623000021/exhibit32amendedandrestate.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000021/exhibit32amendedandrestate.htm)] | | |

| | | | | | | [removed: (e)] [added: (f)] | | | | | | [Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC on August 18, [removed: 2009)](http://www.sec.gov/Archives/edgar/data/822416/000095012309036235/c53074bexv3wxby.htm)] [added: 2009)](https://www.sec.gov/Archives/edgar/data/822416/000095012309036235/c53074bexv3wxby.htm)] | | |

| | | | | | | (b) | | | | | | [Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of PulteGroup, Inc.’s Registration Statement on Form 8-A/A, filed with the SEC on March 23, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/822416/000119312510064287/dex4.htm)] [added: 2010)](https://www.sec.gov/Archives/edgar/data/822416/000119312510064287/dex4.htm)] | | |

| | | | | | | (c) | | | | | | [First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 15, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000010/exhibit41firstamendmenttoa.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/822416/000082241613000010/exhibit41firstamendmenttoa.htm)] | | |

| | | | | | | (d) | | | | | | [Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 10, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000052/exhibit41-secondamendmentt.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/822416/000082241616000052/exhibit41-secondamendmentt.htm)] | | |

| | | | | | | (e) | | | | | | [Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 7, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/822416/000119312519067408/d705040dex41.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/822416/000119312519067408/d705040dex41.htm)] | | |

| | | | | | | (f) | | | | | | [Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 8, 2020, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on May 11, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)] | | |

| | | | | | | (g) | | | | | | [Fifth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2022, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 11, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)] | | |

| | | | | | | [removed: (h)] [added: (p)] | | | | | | [removed: [Description of the Registrant's Securities] [added: [PulteGroup, Inc. Executive Severance Policy (Effective February 6, 2023)] (Incorporated by reference to Exhibit [removed: 4(g)] [added: 10.1] of our [removed: current report] [added: Current Report] on Form [removed: 10-K] [added: 8-K,] filed with the SEC on February [removed: 6, 2023)](http://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit4h-descriptionofreg.htm)] [added: 12, 2013)](https://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)*] | | |

| (10) | | | | | | (a) | | | | | | [PulteGroup, Inc. 2019 Senior Management Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on February 8, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/822416/000082241619000010/seniormanagementincentivep.htm)] [added: 2019)*](https://www.sec.gov/Archives/edgar/data/822416/000082241619000010/seniormanagementincentivep.htm)] | | |

| | | | | | | (b) | | | | | | [PulteGroup, Inc. 2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on May 13, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] [added: 2013)](https://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] | | |

| | | | | | | (c) | | | | | | [PulteGroup, Inc. 2022 Stock Incentive Plan (Incorporated by reference to Appendix III to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 22, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/822416/000119312522081608/d52721ddef14a.htm)*] [added: 2022)](https://www.sec.gov/Archives/edgar/data/822416/000119312522081608/d52721ddef14a.htm)*] | | |

| | | | | | | (d) | | | | | | [Amendment Number One to the PulteGroup, Inc. 2013 Stock Incentive Plan dated February 10, 2017 (Incorporated by reference to Exhibit 10 of our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241617000021/exhibit10a-amendmentstocki.htm)*] [added: 2017)](https://www.sec.gov/Archives/edgar/data/822416/000082241617000021/exhibit10a-amendmentstocki.htm)*] | | |

| | | | | | | (e) | | | | | | [Amendment Number Two to the PulteGroup, Inc. 2013 Stock Incentive Plan dated December 3, 2020 (Incorporated by reference to Exhibit 10(k) of our Annual Report on Form 10-K for the year ended December 31, [removed: 2020 )](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)*] [added: 2020](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[)](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)*] | | |

| | | | | | | [removed: (f)] [added: (i)] | | | | | | [Form of [removed: 2021] [added: 2025] Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. [removed: 2013] [added: 2022] Stock Incentive Plan (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10f-2021rsuagreement.htm)*] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241625000007/exhibit10i-2025rsuawardagr.htm)*] | | |

| | | | | | | [removed: (g)] [added: (m)] | | | | | | [Form of [removed: 2022 Restricted Stock Unit] [added: 2025 Long-term Incentive Program] Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10g-2022rsuagreement.htm)*] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241625000007/exhibit10m-2025ltiawardagr.htm)*] | | |

| | | | | | | [removed: (h)] [added: (g)] | | | | | | [Form of 2023 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10h-2023rsuagreement.htm)*] [added: (Incorporated by reference to Exhibit 10(h) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10h-2023rsuagreement.htm)*] | | |

| | | | | | | [removed: (i)] [added: (h)] | | | | | | [Form of 2024 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10i-2024rsuagreement.htm)*] [added: (Incorporated by reference to Exhibit 10(i) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10i-2024rsuagreement.htm)*] | | |

| | | | | | | (j) | | | | | | [Form of [removed: 2021 and] 2022 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc. 2013 Stock Incentive Plan [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10j-2021and2022ltia.htm)*] [added: (Incorporated by reference to Exhibit 10(j) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10j-2021and2022ltia.htm)*] | | |

| | | | | | | (k) | | | | | | [Form of 2023 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit-2023ltiawardagreem.htm)*] [added: (Incorporated by reference to Exhibit 10(k) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit-2023ltiawardagreem.htm)*] | | |

| | | | | | | (l) | | | | | | [Form of 2024 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10l-2024ltiawardagr.htm)*] [added: (Incorporated by reference to Exhibit 10(l) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10l-2024ltiawardagr.htm)*] | | |

| | | | | | | [removed: (m)] [added: (n)] | | | | | | [PulteGroup, Inc. Long Term Compensation Deferral Plan (As Amended and Restated Effective January 1, 2004) (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2006)](http://www.sec.gov/Archives/edgar/data/822416/000095012406002524/k04976exv10wxay.txt)*] [added: 2006)](https://www.sec.gov/Archives/edgar/data/822416/000095012406002524/k04976exv10wxay.txt)*] | | |

| | | | | | | [removed: (n)] [added: (o)] | | | | | | [PulteGroup, Inc. Deferred Compensation Plan For Non-Employee Directors, as amended and restated effective as of December 31, 2021 (Incorporated by reference to Exhibit 10(i) of our Annual Report on Form 10-K for the year ended December 31, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)*] [added: 2021)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)*] | | |

| | | | | | | [removed: (o)] [added: (q)] | | | | | | [PulteGroup, Inc. [added: Amended] Executive Severance [removed: Policy](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm) [(Effective Febru](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)[ary 6, 2023)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm) [(Incorporated] [added: Policy (Effective January 31, 2024) (Incorporated] by reference to Exhibit [removed: 10.1] [added: 10(p)] of our [removed: Current] [added: Annual] Report on Form [removed: 8-K, filed with] [added: 10-K for] the [removed: SEC on February 12, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)*] [added: year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10p-amendedseveranc.htm)*] | | |

| [added: (19)] | | | | | | [removed: (p)] | | | | | | [PulteGroup, Inc. [removed: Amended Executive Severance] [added: Insider Trading and Confidentiality] Policy [removed: (Effective January 31, 2024)] (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10p-amendedseveranc.htm)*] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241625000007/exhibit19-insidertradingan.htm)] | | |

| | | | | | | [removed: (q)] [added: (r)] | | | | | | [PulteGroup, Inc. Amended Retirement Policy (Effective May 12, 2021) [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit-amendedretirementp.htm)*] [added: (Incorporated by reference to Exhibit 10(q) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit-amendedretirementp.htm)*] | | |

| | | | | | | [removed: (r)] [added: (s)] | | | | | | [PulteGroup, Inc. Amended Retirement Policy (Effective January 31, 2024) [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10r-amendedretireme.htm)*] [added: (Incorporated by reference to Exhibit 10(r) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10r-amendedretireme.htm)*] | | |

| | | | | | | [removed: (s)] [added: (t)] | | | | | | [Form of Director and Officer Indemnification Agreement (Effective January 31, 2024) [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10s-indemnification.htm)*] [added: (Incorporated by reference to Exhibit 10(s) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10s-indemnification.htm)*] | | |

| | | | | | | [removed: (t)] [added: (u)] | | | | | | [Third Amended and Restated Credit Agreement dated as of June 14, 2022 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on June 16, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm)] | | |

| | | | | | | [removed: (u)] [added: (v)] | | | | | | [Fourth Amended and Restated Master Repurchase Agreement, dated as of July 28, 2022, among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (incorporated by reference to Exhibit 10.1 of PulteGroup, Inc's Current Report on Form 8-K, filed with the SEC on July 29, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)] | | |

| | | | | | | (d) | | | | | | [Certificate of Amendment to the Articles of Incorporation, dated May 6, 2024 (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on May 8, 2024)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000020/exhibit31-certificateofa.htm) | | |

| | | | | | | (h) | | | | | | [Description of the Registrant's Securities (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241625000007/exhibit4h-descriptionofreg.htm) | | |

| | | | | | | (f) | | | | | | [Form of 2022 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(g) of our Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10g-2022rsuagreement.htm)* | | |

| | | | | | | (x) | | | | | | [Second Omnibus Amendment and Joinder to Transaction Documents to Master Repurchase Agreement dated as of August 14, 2024, among JPMorgan Chase, as Agent, Lead Arranger and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 15, 2024)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000032/a2024secondomnibusamendm.htm) | | |

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| February [removed: 5, 2024] [added: 6, 2025] | | | By: | | | | | | /s/ Robert T. O'Shaughnessy | | |

| February 6, 2025 | | | | | | | | | | | | | | | | | | | | |

| Kristen Actis-Grande | | | | | | | | | Member of Board of Directors | | | } | | | | | | | | |

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| February 5, 2024 | | | | | | | | | | | | | | | | | | | | |