PULTEGROUP INC/MI/

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

PulteGroup, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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March 14, 2025

Dear Shareholders of PulteGroup:

In speaking for the entire Board of Directors, I want to affirm our commitment to providing diligent oversight of PulteGroup’s management team as they work to build shareholder value through ongoing execution of the Company’s long-term strategic plan. Operating against this plan, PulteGroup continues to deliver high returns while allocating capital to its business, to shareholders and to maintaining an outstanding balance sheet.

We are pleased to report that our PulteGroup management team delivered another year of exceptional operating and financial results that are in alignment with its strategic initiatives:

•Driven by a 9% year-over-year increase in home closings, the Company reported record 2024 home sale revenues of $17 billion and record earnings of $14.69 per share on a diluted basis. Record net income helped drive cash flow from operations of $1.7 billion, after investing $5.3 billion into the business through land acquisition and development.

•Generated a return on equity of 27.5%* for 2024, helping to raise its average annual ROE to just shy of 22% over the past decade. Returned $1.4 billion to shareholders through share repurchases and dividends. The Company also brought in over $300 million in outstanding debt, as it lowered its debt-to-capital ratio to 11.8%.

•Organizationally, completed a seamless leadership transition as Jim Ossowski, SVP Finance, was promoted to CFO following Bob O’Shaughnessy announcing his plan to retire after a successful 13-year career. Also, filled a critical technology role with the hiring of Mike Guhl to be Senior Vice President and CIO. Mike joined us from HD Supply, one of the largest industrial distributors in North America, and now oversees the Company’s entire IT function.

Given the interest rate volatility of 2024, and resulting impact on affordability and buyer demand, we want to recognize the exceptional job the entire PulteGroup organization did to navigate the dynamic market conditions.

We look forward to your participation in PulteGroup’s 2025 Annual Meeting of Shareholders which will be held on April 30, 2025, at 1:00 p.m. ET. Our board of directors has fixed the close of business on March 6, 2025, as the record date for determining those holders of our common stock entitled to notice of, and to vote at, the Annual Meeting of Shareholders and any adjournments or postponements thereof.

Given the opportunity for expanded shareholder participation, PulteGroup’s 2025 Annual Meeting will again be held virtually. You will be able to access the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/PHM2025. At the time of the meeting, you will be able tovote your shares electronically and submit your questions through the virtual meeting platform. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. Please note that in-person attendance at the 2025 Annual Meeting cannot be accommodated.

The Notice of Annual Meeting of Shareholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted at the meeting, including proposals for: the election of directors; the ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for 2025; an advisory vote to approve the compensation of our name executive officers; and two shareholder proposals, if properly presented at the meeting.

Our board of directors recommends that you vote “FOR” the ten director nominees named in this Proxy Statement, “FOR” each of Proposals 2 and 3, and “AGAINST” each of Proposals 4 and 5. Each proposal is described in more detail in this Proxy Statement.

Your vote is very important, so please vote your shares promptly, whether or not you expect to attend the meeting. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction form, as applicable.

Sincerely,

Thomas J. Folliard

Non-Executive Chairman of the Board of Directors

• The Company's return on equity is calculated as net income for the trailing twelve months divided by average shareholders' equity, where average shareholders' equity is the sum of ending shareholders' equity balances of the trailing five quarters divided by five.

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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

How To Vote In Advance

Your vote is important. We encourage you to vote promptly, whether or not you plan to attend the meeting. In accordance with the rules and regulations adopted by the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials, we are furnishing proxy materials to our shareholders over the internet. Make sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting in hand and follow the instructions.

By Telephone: You can vote your shares by calling 1-800-690-6903 within the USA, US territories and Canada on a touchtone phone

By Internet: You can vote your shares online at www.proxyvote.com

By Mail: If you received a proxy card by mail, you can vote your shares by signing and returning the proxy card in the postage-paid envelope.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2025. The Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at: www.virtualshareholdermeeting.com/PHM2025.

By Order of the Board of Directors

TODD N. SHELDON

Executive Vice President, General Counsel and Corporate Secretary

Atlanta, Georgia

March 14, 2025

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PROXY SUMMARY

This summary highlights selected information about the items to be voted on at the 2025 annual meeting of shareholders (“annual meeting”) of PulteGroup, Inc. (“PulteGroup,” the “Company,” “we” or “our”). This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire Proxy Statement before voting.

Meeting Agenda and Voting Recommendations

PROPOSAL ONE

Election of Directors

DIRECTOR NOMINEES

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PROXY SUMMARY

BOARD NOMINEE HIGHLIGHTS

GOVERNANCE HIGHLIGHTS

PulteGroup has a long-standing commitment to strong corporate governance and throughout the years has evolved its governance framework to align with evolving best practices. In particular, we believe that the following corporate governance features help us best serve the interests of our shareholders:

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PROXY SUMMARY

PROPOSAL TWO

PROPOSAL THREE

Say-on-Pay: Advisory Vote to Approve Executive Compensation

PROPOSALS FOUR AND FIVE

The Board recommends a vote AGAINST shareholder proposals four and five. See pages 65 - 70 for further information

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PROXY SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to reward executives for producing sustainable growth and improving shareholder returns consistent with our strategic plan and to align compensation with the long-term interests of our shareholders. In accordance with this pay for performance philosophy, PulteGroup compensates its named executive officers using a mix of cash and equity compensation elements with an emphasis on short-term and long-term performance:

PulteGroup is also committed to having strong governance standards with respect to our executive compensation program, policies and practices. Consistent with this focus, we maintain the following policies and practices that we believe demonstrate our commitment to executive compensation best practices.

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PROXY SUMMARY

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PULTEGROUP, INC. | 2025 PROXY STATEMENT