PULTEGROUP INC/MI/

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION PROGRAM ELEMENTS

The Committee has designed the elements of the compensation program for the named executive officers to advance the operational objectives and the long-term strategies of the Company. The following table lists the principal elements of our 2024 executive compensation program. The Committee believes that the design of the Company’s executive compensation program balances fixed and variable compensation elements and provides alignment with our short and long-term financial and operational priorities and shareholder interests through the annual and long-term incentive compensation programs. Our incentives are designed to drive overall corporate and individual performance, with compensation payouts varying from target based on actual performance against pre-established and communicated performance objectives.

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COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

The Committee determines the appropriateness of executives’ base salaries by considering the responsibilities of their positions, their individual performance and tenure, a comparison to the base salary levels of executives in the compensation peer group and industry compensation surveys, and the recommendations of the Committee’s independent compensation consultant, as described below. Base salary increases are considered annually and are based upon both individual and Company performance in the prior year; however, historically the Committee has not had a practice of regularly adjusting base salaries for our executive officers on an annual basis.

None of our named executive officers other than Mr. O’Shaughnessy received a base salary adjustment with respect to 2024. Mr. O’Shaughnessy’s base salary was increased from $750,000 to $800,000 in order to more closely align his base salary with the base salaries for chief financial officer positions in our compensation peer group. Mr. Marshall’s base salary has remained the same since 2019.

The table below sets forth the 2023 and 2024 base salary levels for each of our named executive officers.

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COMPENSATION DISCUSSION AND ANALYSIS

Annual Incentive Compensation

We provide annual incentive compensation in order to motivate and reward our named executive officers for achieving short-term performance objectives. Annual incentive compensation is intended to be a significant component of an executive’s total compensation opportunity in a given year, helping create a “pay for performance” culture. In 2024, there were two components to the Company’s annual incentive compensation program. For the first component, the Committee established a 2024 Annual Incentive Program (the “Annual Program” or the “2024 Annual Program”) similar to its historical approach, with payouts determined based on the Company’s performance against pre-established financial performance goals. This component is designed to reward progress against the achievement of the Company’s annual operating plan. For the second component, the Committee determined to replace the Growth Incentive Pool, the funding of which had been based on the Company’s adjusted pre-tax income growth, with a Pre-Tax Income Profit Participation Program effective for 2024, payouts under which are based on a percentage of the Company’s adjusted pre-tax income and subject to modification based on our adjusted pre-tax income growth relative to the adjusted pre-tax income growth of the companies in our Performance Peer Group, as described below. The Committee made this change because it believed that the Growth Incentive Pool was subject to significant volatility due to the high variability of our adjusted pre-tax income growth, with factors outside of management’s control having the ability to significantly influence the variability on a year-over-year basis. To minimize the impact of these external factors and to continue to incentivize growth in our adjusted pre-tax income aligned with the interests of the Company’s shareholders, the Committee approved the Pre-Tax Income Profit Participation Program. The Committee chose adjusted pre-tax income as the relevant measurement due to its significant correlation to overall Company performance. Improvements in adjusted pre-tax income are viewed as directly reflecting the efficiency of the Company's operations and the appeal of the Company's new homes to consumers and provide for cash flows that will allow the Company to grow. In addition, based on input of the Committee’s independent compensation consultant, we believe that this type of program is a common component of pay for senior leaders within our industry. The Annual Program and Pre-Tax Income Profit Participation Program are described in further detail below.

2024 Annual Program

The financial measures used to assess corporate performance under the 2024 Annual Program were adjusted pre-tax income and operating margin, each as defined in the Annual Program and weighted equally. Pursuant to the terms of the Annual Program, each performance goal is measured independently of the other performance goal, and payouts are determined based on the weighted average result of the performance goals, with a potential payout ranging from 0% to 200% of the participant’s target opportunity. The Committee believes that the 2024 Annual Program performance metrics were meaningful measures of 2024 performance because these metrics increase the focus of participants on profitability and are tied to our strategy with respect to shareholder value creation.

The Committee established the payout formula for performance objectives to encourage strong, focused performance. The financial performance required to achieve target payout levels were higher than the 2023 targets, but lower than the 2023 actual achievement levels because of the continued uncertainty impacting the homebuilding sector due to the persistent affordability challenges for consumers created by inflation and the volatility in interest rates at the time such target payout levels were established. At the time the 2024 Annual Program performance metrics and requisite performance levels were established, the targets were consistent with internal and external projections and the Committee believed that they were robust and would require a significant amount of ingenuity, planning and execution by the named executive officers. This required ingenuity, planning and execution is illustrated by management's successful efforts to respond to the affordability challenges faced by consumers by adjusting sales prices where necessary and focusing sales incentives on closing cost incentives, especially mortgage interest rate buydowns. These strategic decisions contributed to 2% growth in new orders (units) from 2023 to 2024 but also drove a slight decrease in gross margins from 2023 to 2024. Through the application of cost containment strategies and a focus on reducing our production cycle times we were able to offset a significant amount of the discounts and incentives we were required to offer customers in order to achieve sales in 2024. This decrease in cycle times, coupled with our strong backlog and focus on spec home production, contributed to an increase in closings of 9% in 2024 as compared to 2023 and largely drove the Company's above maximum performance under the 2024 Annual Program.

The table below indicates the financial performance metrics and potential payouts with respect to the Company’s achievement of the 2024 Annual Program goals.

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COMPENSATION DISCUSSION AND ANALYSIS

(1) Payouts for performance between threshold and target payout levels and between target and maximum payout levels are calculated using straight line interpolation.

(2) Adjusted Pre-Tax Income represents Income Before Income Taxes as reported in the Company’s Annual Report, as adjusted to exclude the impact of certain items, including, where applicable: certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in U.S. Generally Accepted Accounting Principles (“GAAP”), gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves related to mortgage origination and other legacy mortgage exposures prior to 2012.

(3) Operating Margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses (excluding, where applicable, certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves related to mortgage origination and other legacy mortgage exposures prior to 2012), divided by (ii) Home Sale Revenues.

The table below sets forth the award opportunities established by the Committee and the cash payout under the Annual Program applicable to the named executive officers. The Committee determined the target payout level for each of the named executive officers based on each named executive officer’s position within the Company, historical pay levels, the incentive pay for executives at companies in our Performance Peer Group, the general industry compensation surveys and the recommendations of the Committee’s independent compensation consultant. For 2024, the Committee decided to transition from the Growth Incentive Pool to the new Pre-Tax Income Profit Participation Program due to the volatility of the Growth Incentive Pool payouts based on factors outside of management’s control. The design and construct of the Pre-Tax Income Profit Participation Program are similar to those used by companies in our Performance Peer Group. In determining the appropriate amount to be allocated between the Annual Program and the Pre-Tax Income Profit Participation Program the Committee noted the Pre-Tax Income Profit Participation Program’s emphasis on relative performance. This resulted in an overall pay mix structure of 10%, 23% and 60% of pay attributable to the Annual Plan, Pre-Tax Income Profit Participation Program and LTI Program, respectively, for our CEO and 10%, 20% and 50% for our other NEOs.

(1) The Committee sets target opportunities under the Annual Program at whole dollar values. The amounts in this column reflect such target opportunities at the approximate percentage of each named executive officer’s base salary.

(2) The threshold amount represents the minimum award that could be paid to the named executive officer upon the Company’s satisfaction of threshold performance for only one of the performance goals. As noted previously, each performance goal is measured independently of the other performance goal.

Pre-Tax Income Profit Participation Program

As described above, in 2024, the Committee established the Pre-Tax Income Profit Participation Program, pursuant to which the named executive officers were eligible to receive payouts based on our adjusted pre-tax income performance, both on an absolute and relative basis. A named executive officer’s payout under the Pre-Tax Income Profit Participation Program is calculated based on the named executive officer’s target payout percentage (as reflected in the table below), multiplied by the Company’s adjusted pre-tax income performance as a percentage of the target goal of $3,304,311,000, with adjusted pre-tax income calculated in the same manner as under the 2024 Annual Program. This amount is then subject to a modifier based on the Company’s adjusted pre-tax income growth relative to the Performance Peer Group (also reflected in the table below).

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COMPENSATION DISCUSSION AND ANALYSIS

(1)The Performance Peer Group used to measure performance under the Pre-Tax Income Profit Participation Program was the same peer group used to evaluate executive compensation decisions for 2024, as described above, and consisted of the following companies: D.R. Horton, Inc.; KB Home; Lennar Corporation; Meritage Homes Corporation; M/I Homes, Inc.; NVR, Inc.; Taylor Morrison Home Corporation; Toll Brothers, Inc.; and Tri Pointe Homes, Inc. The applicable modifier percentage will be interpolated based on Company's adjusted pre-tax income performance compared to the companies ranked immediately above and below the Company in the Performance Peer Group.

The Committee established the Pre-Tax Income Profit Participation Program in order to recognize and incentivize strong absolute and relative adjusted pre-tax income performance and to further align the interests of the participants with the interests of the Company’s shareholders. By including a modifier based on our relative adjusted pre-tax income performance, the program motivates the participants to outperform our closest peers. The Committee approved the Pre-Tax Income Profit Participation Program target payout opportunity for each named executive officer as shown in the table below. In setting these target payout opportunities, the Committee’s objective was to establish competitive target total compensation for our named executive officers, considering the expected level of payout under the Pre-Tax Income Profit Participation Program based on expected Company performance for 2024. Our adjusted pre-tax income performance in 2024 was $4,260,858,000 and ranked fourth in the Performance Peer Group, resulting in a modifier of 113.7% and the payouts set forth in the following table:

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COMPENSATION DISCUSSION AND ANALYSIS

(1) Actual payout amounts may not match the amounts calculated based on the formula reflected in the table above due to rounding.

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COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Equity Incentive Compensation

In order to provide management with incentives to achieve our long-term goals, in 2024, the Committee continued its practice of providing a significant portion of our named executive officer’s compensation in the form of both performance-based and time-based equity incentive awards over the same three-year period. The Committee believes this balance of long-term incentives encourages outsized performance during the incentive period as well as a meaningful retentive effect. The entire award is in the form of equity compensation, with the 2024 performance-based component delivered as PSUs. For 2024, the Committee increased the percentage of long-term incentive compensation granted in the form of PSUs from 50% to 60% (with a corresponding decrease in the percentage granted as RSUs) in order to further emphasize our “pay for performance” culture, tie a greater percentage of our long-term incentive compensation to the achievement of pre-established performance goals, and align the compensation of our named executive officers with the long-term interests of our shareholders.

We believe that equity awards:

Balance the overall compensation program by providing an appropriate mix of equity and cash compensation;

Properly focus executives on long-term value creation for shareholders; and

Encourage executive retention, particularly through fluctuating business cycles.

Our philosophy is to award equity grants to our named executive officers in amounts that reflect market data, the participant’s position, the participant’s ability to influence our overall performance, and individual performance based on a review of results during the prior year against pre-determined objectives, such as operational efficiency, employee engagement, and retention and development of key talent. In addition, the Committee considers historical grant practices and market compensation levels in determining grants for individual executives.

The Committee believes that these annual equity incentive grants to the named executive officers should be determined after a review of the Company’s financial statements for a full year. As a result, all annual equity awards are expected to be granted on the date of the regular Compensation Committee meeting to be held early in the following year. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates. In determining the annual equity grants the Committee considered the following: (i) the Company’s historical year-over-year compensation practices, including historical grant levels; (ii) total compensation awarded to the named executive officers; (iii) a peer group analysis conducted by the Committee’s independent compensation consultant of the compensation of executive officers holding comparable positions at the companies within the compensation peer group and survey data; and (iv) the Company’s objective to provide a significant portion of executive incentives based on long-term Company performance. Once the appropriate amount was determined for 2024 for each executive, 60% of the award was granted as PSUs under our LTI Program described below and 40% was granted in the form of a service-based RSU award, which cliff vest three years after the grant date.

Annual Performance-Based Equity awards – LTI Program

2024-2026 LTI Program

In 2024, the Committee approved PSU awards for the 2024-2026 LTI Program that vest based on the Company’s TSR, return on equity and operating margin performance, in each case, relative to the Company’s Performance Peer Group, as described below, with each goal weighted equally. Compared to the PSU awards for the 2023-2025 LTI Program, the Committee determined to replace the ROIC and operating margin performance metrics with relative return on equity and relative operating margin, respectively, because the Committee believes that the inclusion of relative performance goals for the entire award will help to incentivize stronger relative performance through dynamic market cycles. These performance measures were deemed by the Committee to be effective long-term measures of performance reflective of our success in executing on our long-term business plan and aligning the executives’ interests with the interests of shareholders.

For purposes of each of the 2024-2026 LTI Program performance metrics, the table below sets forth the ranking relative to members in the Performance Peer Group that the Company is required to achieve during the three-year performance period. To measure relative performance, the Committee approved a Performance Peer Group consisting of the same group of homebuilders in the Company’s compensation peer group – namely, D.R. Horton, Inc.; KB Home; Lennar Corporation; Meritage Homes Corporation; M/I Homes, Inc.; NVR, Inc.; Taylor Morrison Home Corporation; Toll Brothers, Inc.; and Tri Pointe Homes, Inc. The Committee determined that this was an appropriate measure of performance as the members of the Performance Peer Group were also subject to the cyclical nature of the homebuilding industry.

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COMPENSATION DISCUSSION AND ANALYSIS

Under the 2024-2026 LTI Program, return on equity and operating margin are defined as follows:

Return on equity is defined as the Company's 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.

Operating margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses, divided by (ii) Home Sale Revenues.

The table below shows the award opportunities established by the Committee relating to the 2024-2026 LTI Program. As described above, for 2024, the Committee determined to increase the percentage of the named executive officers’ compensation that was paid in the form of equity awards, in order to recalibrate the overall compensation mix following the introduction of the Pre-Tax Income Profit Participation Program and more closely align the long-term interests of our named executive officers with those of our shareholders and the preference of shareholders to deliver a greater percentage of compensation in the form of equity-based awards.

The vesting level of the awards will be determined after the end of the three-year performance period based on the Company’s TSR, return on equity and operating margin performance, in each case, relative to the Company’s Performance Peer Group, during that time. Under the award agreements, the 2024-2026 LTI Program PSU awards are share-denominated and will be settled in Company common shares following the end of the performance period.

Award Opportunity Under 2024-2026 LTI Program

(1) Base salary was measured as of the first day of the performance period.

(2) The Committee sets target opportunities under the LTI Program at whole dollar values. The amounts in this column reflect such target opportunities at the approximate percentage of each named executive officer’s base salary.

Outstanding Performance-Based Equity Awards under the LTI Program

The 2023-2025 LTI Program remains outstanding and will be settled following the completion of the three-year performance period, based on (i) the Company’s TSR performance relative to the TSR of the Performance Peer Group, (ii) the Company’s ROIC performance, and (iii) the Company’s operating margin performance, with each goal weighted equally.

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COMPENSATION DISCUSSION AND ANALYSIS

At the end of 2024, the 2022-2024 LTI Program concluded, with each named executive officer other than Messrs. Koart and Henry (who were not employed with the Company in 2022) achieving 189.5% of their target award pursuant to the terms of the 2022-2024 LTI Program established at the time of grant. The table below sets forth the performance metrics and achievement levels with respect to the 2022-2024 LTI Program goals.

(1) Payouts for performance between threshold and target payout levels and between target and maximum payout levels are calculated using straight line interpolation.

(2) Measured relative to the Performance Peer Group.

(3) ROIC is defined as (i) consolidated earnings before interest and taxes (adjusted to exclude, where applicable, the expense related to certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012), divided by (ii) consolidated shareholders’ equity plus homebuilding debt (each as adjusted to exclude consolidated deferred taxes, internal mortgage company debt and changes in GAAP).

(4) Operating Margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses (excluding, where applicable, certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012) divided by (ii) Home Sale Revenues.

2025 Long Term Equity Incentive Awards

In determining the annual equity grants made in February 2025 for 2024 performance – of the Company and of each executive – the Committee considered the following: (i) the Company’s historical year-over-year compensation practices, including historical grant levels; (ii) total compensation earned by the named executive officers; (iii) a peer group analysis conducted by the Committee’s independent compensation consultant of the compensation of executive officers holding comparable positions at the companies within the compensation peer group; and (iv) the Company’s objective to provide a significant portion of executive incentives based on long-term Company performance.

As set forth in the tables below, in February 2025, the Committee granted RSUs to each named executive officer, informed by his individual contributions during 2024. The value of these awards is excluded from the 2024 Summary Compensation Table, which instead reflects the value of the equity awards granted in 2024 in recognition of the named executive officers’ performance in 2023. The first portion (60%) of these awards comprise our 2025-2027 LTI Program and include TSR, return on equity and operating margin, each

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COMPENSATION DISCUSSION AND ANALYSIS

as measured against the Performance Peer Group, as the performance metrics and amounts as follows, with a comparison to the 2024 – 2026 LTI Program amounts:

The remaining portion (40%) of these awards include annual grants of service-based equity in the form of service-based RSU awards with a three-year cliff vesting period in the amounts as follows:

(1) These equity awards were granted in 2025 and, accordingly, are excluded from the 2024 Summary Compensation Table.

(2) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

Other Compensation Elements and Practices

Employment Arrangements

The Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target and long-term incentive award target. The terms of the executive’s employment are based thereafter on sustained good performance rather than contractual terms, and the Company’s policies, such as the Executive Severance Policy, will apply as warranted.

Severance Arrangements

The Committee has adopted the PulteGroup, Inc. Executive Severance Policy (the “Executive Severance Policy”), which provides for severance benefits ranging from one times base salary to two times base salary, depending on the length of service with the Company and the executive’s position at the time of a qualifying termination of employment. In January 2024, the Committee approved an amendment and restatement of the Executive 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, and (ii) provide that a participant who experiences a qualifying termination of employment within two years following a “Change in Control” (as defined in the Executive

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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 Executive Severance Policy. In approving the amendment and restatement of the Executive Severance Policy, the Committee considered the input of its compensation consultant as well as market practices within the compensation peer group.

The Committee also has adopted the PulteGroup, Inc. Retirement Policy (“the “Retirement Policy”), which establishes administrative guidelines for the treatment of outstanding equity and long-term incentive awards following an employee’s qualifying retirement. The Committee believes that these policies help us accomplish our compensation philosophy of attracting and retaining exemplary talent and reduce the need to negotiate individual severance arrangements with new and departing executives. In January 2024, the Committee amended the Retirement Policy, effective for grants on or after January 31, 2024, in order to provide that, (i) following a participant’s qualifying retirement, 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. In connection with his separation, Mr. O’Shaughnessy’s outstanding equity and long-term incentive awards will receive retirement vesting treatment in accordance with the terms of the award agreements and the Retirement Policy.

While these policies reduce the need to negotiate individual severance provisions, the Committee recognizes that under certain circumstances individual severance arrangements may be desirable or beneficial to the Company. Pursuant to the Company’s Executive Severance Policy, the Company is prohibited from entering into a severance agreement with a senior executive of the Company without shareholder approval if such agreement would provide for specified benefits exceeding 2.99 times the sum of (a) the senior executive’s annual base salary as in effect immediately prior to termination of employment and (b) the senior executive’s target annual bonus in the fiscal year in which the termination of employment occurs. Benefits excluded from this policy are (i) the value of any accelerated vesting of any outstanding equity-based award provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives, (ii) a pro-rata portion of the value of any accelerated vesting of any outstanding long-term cash-based incentive award provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives, (iii) compensation and benefits for services rendered through the date of termination of employment, (iv) any post-termination retirement and other benefits, special benefits or perquisites provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives and (v) payments that are required by the Company’s By-laws regarding indemnification and/or a settlement of any claim made against the Company. The policy is available for viewing on our website atwww.pultegroupinc.com.

Benefits

Named executive officers participate in employee benefit plans on the same terms as generally available to all employees. In addition, each of the named executive officers is eligible to participate in our Financial Counseling Reimbursement Plan and our Health Exam Reimbursement Plan. Mr. Koart also receives a monthly living stipend of $12,000. The named executive officers, as well as other Company executives, may also participate in the Company’s Non-Qualified Deferral Program, under which they may elect to defer the receipt of their annual incentive cash awards. This plan is discussed further under the section “2024 Non-Qualified Deferred Compensation Table.” We do not have a defined benefit pension plan.

In 2024, as part of its enterprise risk oversight responsibilities, the Board authorized a third-party security assessment on the security risks associated with the Company's executive team, including the Chief Executive Officer. Based on that risk assessment, and following a discussion with the Board, the Compensation Committee established a security program for members of our executive team and have authorized specified expenses associated with the establishment and operation of the program. The Board believes that this security program is essential to the safety and well-being of our executive team, which in turn promotes the continuity of our business strategy and the stability of our business. The security program includes certain one-time initial setup costs that will not recur in future years for those executives that use the program, as well as costs related to ongoing services. We believe that the expenses associated with this security program are reasonable, necessary and appropriate business expenses and integral parts of the Company’s enterprise risk initiatives. However, because they may be viewed as conveying a personal benefit to our named executive officers, SEC disclosure rules require that we include them in the total value of personal benefits paid to our named executive officers.

Clawback Policies

The Company has adopted a compensation recovery, or “clawback,” policy for cash and equity incentive awards paid to executive officers providing for the recovery of applicable incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate its financial results due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding NYSE listing standards.

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The Company also maintains an additional clawback policy with respect to the Annual Program, Pre-Tax Income Profit Participation Program, LTI Program, and equity grants. Under the policy, in the event any current or former executive officer (or other employee deemed by the Board to be subject to the policy) engages in “detrimental conduct” (as defined in the policy), the Committee may require that such employee (i) reimburse the Company for all or any portion of any bonus, incentive payment, equity-based award, or other compensation received by such employee within the 36 months following such detrimental conduct and (ii) remit to the Company any profits realized from the sale of Company securities within the 36 months following such detrimental conduct.

Prohibition Against Pledging and Hedging of Company Securities

To further enhance the linkage between executives’ long-term incentive compensation and shareholder value, the Company’s insider trading policy prohibits directors and executive officers from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, with respect to their Company security holdings. See page 15 for further information regarding the Company’s anti-hedging policy. Additionally, under the Company’s insider trading policy, directors and executive officers are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan, as such arrangements could result under some circumstances in a margin sale or foreclosure sale occurring at a time when the director or executive officer is aware of material nonpublic information or otherwise is not permitted to trade in Company securities. The policy is available for viewing on our website atwww.pultegroupinc.com.

Share Ownership Guidelines

To align our executives’ interests with those of our shareholders and to assure that our executives own meaningful levels of Company common shares throughout their tenures with the Company, our executive officers are subject to share ownership guidelines adopted by the Committee. The share ownership guidelines require, within a five-year period from date of hire, promotion or determination that a position is subject to Section 16 of the Exchange Act, the Chief Executive Officer to own Company common shares equal in value to at least six times his base salary and each of the other named executive officers to own Company common shares equal to at least three times their respective base salary. Included in the definition of share ownership are restricted shares and RSUs, any Company common shares owned outright (including the value of restricted shares that have vested at the higher of the current market price or the share price on the date of vesting) and Company common shares in any Company benefit plan. Stock options, whether vested or unvested, and unearned PSU awards do not count towards meeting share ownership guidelines. As of the record date, all of the continuing named executive officers have either met the share ownership guidelines or are within the five-year period to become in compliance with the guidelines.