PULTEGROUP INC/MI/
For the period ended Apr 29, 2026. Filed Mar 13, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2026 · Filed Mar 13, 2026
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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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Table of Contents
Table of Contents
March 13, 2026
Dear Shareholders of PulteGroup:
On behalf of the full Board of Directors, I reaffirm our commitment to providing rigorous oversight of PulteGroup’s management team as they continue executing the Company’s long-term strategy to create shareholder value. Executing against this strategy, PulteGroup continues to generate strong returns while thoughtfully allocating capital to its business, returning value to shareholders, and maintaining a strong balance sheet.
Despite challenging and variable market conditions in 2025, we are pleased to report that our PulteGroup management team delivered another year of strong operating and financial results that are in alignment with its strategic initiatives:
Closed over 29,500 homes and generated home sale revenues of $16.7 billion.
Reported full-year gross and operating margins of 26.3% and 16.9%, respectively.
Generated cash flow from operations of $1.9 billion.
Realized a return on equity* for the year of 18%.
And, ended the year with $2.0 billion of cash, after investing $5.2 billion in the business and returning $1.4 billion to shareholders through share repurchases and dividends.
In light of the interest rate volatility experienced in 2025—and its impact on affordability and buyer demand—we want to recognize the strong performance of the entire PulteGroup organization in navigating a highly dynamic market environment.
I also want to express the Board's appreciation for the over 20 years of exemplary service that Board member Brian Anderson has provided to PulteGroup. Brian helped the Company navigate the economic downturn in 2008 and helped us shape our current strategy and also chaired our Audit Committee for most of his tenure. We congratulate Brian on his retirement from Board service and thank him for his many contributions.
We are pleased to welcome Kristin Gannon to our Board. Kristin joined our Board in February and brings extensive real estate and capital markets experience. We also look forward to Ben Schall joining the Board, subject to his election by our shareholders at PulteGroup’s 2026 Annual Meeting of Shareholders. Ben's background will further strengthen the Board's consumer and real estate expertise.
We look forward to your participation in PulteGroup’s 2026 Annual Meeting of Shareholders, which will be held on April 29, 2026, at 3:00 p.m. ET. Our Board of Directors has fixed the close of business on March 5, 2026, 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 2026 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/PHM2026. 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 2026 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 2026; and an advisory vote to approve the compensation of our named executive officers.
The Board of Directors recommends that you vote “FOR” the eleven director nominees named in this Proxy Statement, and “FOR” each of Proposals 2 and 3.
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.
| PULTEGROUP, INC. | 2026 PROXY STATEMENT | i |
Table of Contents
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| When: | Wednesday, April 29, 2026 at 3:00 P.M., Eastern Time |
|---|---|
| Where: | Via the internet at: www.virtualshareholdermeeting.com/PHM2026 |
| Items ofBusiness: | Proposal 1 – Election of eleven nominees for director named in this Proxy StatementProposal 2 – Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026Proposal 3 –Say-on-pay: Advisory vote to approve executive compensationIn addition, any other business as may properly come before the meeting |
| Who CanVote: | Shareholders of record at the close of business on Thursday, March 5, 2026 |
| Who CanParticipate: | Shareholders who wish to attend the virtual meeting should review pages 72 - 74. To be admitted electronically to the annual meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/PHM2026, and enter the 16-digit control code included in your proxy materials. Shareholders participating in the virtual meeting are deemed to be present in person at the annual meeting. Further instructions on how to participate in and vote at the annual meeting are available at www.virtualshareholdermeeting.com/PHM2026. |
| Date ofMailing: | On or about Friday, March 13, 2026, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting are being mailed or made available to our shareholders containing instructions on how to access this Proxy Statement and our 2025 Annual Report on Form 10-K and vote online, as well as instructions on how to receive paper copies of these documents for shareholders who so elect. |
| ShareholderList: | A list of shareholders entitled to vote at the annual meeting will be available at www.virtualshareholdermeeting.com/PHM2026 for examination during the annual meeting. Shareholders will need their 16-digit control code to access the list. |
| Questions: | You may submit questions online during the annual meeting at www.virtualshareholdermeeting.com/PHM2026. The Company reserves the right to edit or reject any questions deemed duplicative, profane or inappropriate. |
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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 29, 2026. The Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at: www.virtualshareholdermeeting.com/PHM2026.
By Order of the Board of Directors
TODD N. SHELDON
Executive Vice President, General Counsel and Corporate Secretary
Atlanta, Georgia
March 13, 2026
| ii | PULTEGROUP, INC. | 2026 PROXY STATEMENT |
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PROXY SUMMARY
This summary highlights selected information about the items to be voted on at the 2026 annual meeting of shareholders (together with any postponements or adjournments thereof, the “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
| The Board recommends a vote FOR each of the director nominees named in this Proxy Statement.• Slate of directors with broad and diverse leadership experience• Significant experience in relevant industries (including real estate and consumer markets) and public company leadership experience, among other key competencies• Ongoing refreshment and succession process of Board composition• Proactive shareholder engagement | |
| See pages 4 - 12 for further information |
DIRECTOR NOMINEES
| Current Committee Memberships | ||||||
|---|---|---|---|---|---|---|
| Name · Principal Professional Experience · Years ofTenure · Independence · Audit · Comp · Finance · Nom/ Gov | ||||||
| KRISTEN ACTIS-GRANDE | Chief Financial Officer, Sealed Air Corporation | 2 | ● | ● | ||
| BRYCE BLAIR | Former Chairman of the Board and Chief Executive Officer,AvalonBay Communities, Inc. | 15 | ● | C | ||
| THOMAS J. FOLLIARDNon-Executive Chairman | Non-Executive Chairman of the Board and Former President and Chief Executive Officer, CarMax, Inc. | 14 | ||||
| KRISTIN F. GANNON | Managing Director, Eastdil Secured | 0 | ● | ● | ||
| CHERYL W. GRISÉ | Former Executive Vice President, Northeast Utilities (now known as Eversource Energy) | 18 | ● | C | ||
| ANDRÉ J. HAWAUX | Former Executive Vice President, Chief Financial Officer and Chief Operating Officer, Dick’s Sporting Goods, Inc. | 13 | C | ● | ||
| RYAN R. MARSHALL | President and Chief Executive Officer, PulteGroup, Inc. | 10 | ● | |||
| JOHN R. PESHKIN | Founder and Managing Partner,Vanguard Land, LLC | 10 | ● | C | ||
| SCOTT F. POWERS | Former President and Chief Executive Officer, State Street Global Advisors | 10 | ● | ● | ||
| BENJAMIN W. SCHALL | President and Chief Executive Officer,AvalonBay Communities, Inc. | 0 | ||||
| LILA SNYDER | Chief Executive Officer, Bose Corporation | 8 | ● | ● | ||
| Audit = Audit Committee | Finance = Finance and Investment Committee |
|---|---|
| Comp = Compensation and Management Development Committee | Nom/Gov = Nominating and Governance Committee |
| C = Chair of Committee | |
| PULTEGROUP, INC. | 2026 PROXY STATEMENT | iii |
Table of Contents
PROXY SUMMARY
BOARD NOMINEE HIGHLIGHTS
| Significant corporate leadershipexperience at public companiesin relevant industries | Broad governance experienceby service on other publiccompany boards | Mix of seasoned directorsand fresh perspectives |
|---|---|---|
| n n n nn n n nn n n | n n n nn n n nn n n | n n n nn n n nn n n |
| EIGHT OF OUR NOMINEES HAVEEXPERIENCE IN THE REAL ESTATEOR CONSUMER MARKETS | NINE OF OUR NOMINEESHAVE OTHER PUBLIC COMPANYBOARD EXPERIENCE | SEVEN OF OUR NOMINEESHAVE JOINED THE BOARDIN THE LAST TEN YEARS |
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:
| Shareholder Rights Annual election of all directors Majority vote standard in uncontested director elections Right to call a special meeting for shareholders with 20% or more of outstanding shares Right to take action by written consent for shareholders Active engagement with the Company’s top 20 largest shareholders | Independent Oversight Strong Independent Chairman role Audit Committee, Compensation and Management Development Committee and Nominating and Governance Committee each comprised solely of independent directors All directors are independent except the Chief Executive Officer Committees have authority to retain independent advisors | Good Governance Frequent cross-committee and Board communications Regular Board, committee and director evaluation processes Code of ethical business conduct and code of ethics Director orientation and continuing education programs Meaningful share ownership guidelines for executive officers and directors Prohibition against hedging and pledging Company securities by all employees and directors Charter of Nominating and Governance Committee expresses strong commitment to inclusion of diverse knowledge, experience and viewpoints in selection of Board nominees |
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| iv | PULTEGROUP, INC. | 2026 PROXY STATEMENT |
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PROXY SUMMARY
PROPOSAL TWO
| The Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the independent registered public accountant for 2026. • Independent firm with a reputation for integrity and competence • Provides significant financial reporting expertise | |
| • Few ancillary services and reasonable fees | See page 65 for further information |
PROPOSAL THREE
Say-on-Pay: Advisory Vote to Approve Executive Compensation
| The Board recommends a vote FOR this proposal. • Ongoing review of compensation practices by Compensation and Management Development Committee with assistance from an independent compensation consultant • Compensation programs designed to reward executives for performance against established performance objectives and improving shareholder returns | |
| • Adherence to commonly viewed executive compensation best practices | See pages 66 - 67 for further information |
| PULTEGROUP, INC. | 2026 PROXY STATEMENT | v |
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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:
| Element | Description | FurtherInformation(pages) |
|---|---|---|
| BASE SALARY | Provides base pay levels that are competitive with market practices to attract and retain top executive talent. | 35 |
| ANNUAL INCENTIVE | Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent.Rewards executives for annual performance results relative to pre-established goals deemed critical to the success of the Company and its strategy and for relative performance in adjusted pre-tax income.Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of shareholders.Retention of talent over performance period. | 36 |
| LONG-TERM INCENTIVE PROGRAM | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent.Focuses executives on long-term performance of the Company.Directly aligns interests of executives with those of our shareholders.Retention of talent over performance / vesting period.All performance metrics are based on relative performance to peer group | 40 |
| RESTRICTED SHARE UNITS | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent.Focuses executives on long-term performance of the Company.Directly aligns interests of executives with those of our shareholders.Retention of talent over performance / vesting period. | 42 |
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
| WHAT WE DO | WHAT WE DO NOT DO |
|---|---|
| Annual say-on-pay vote Shareholder engagement Compensation and Management Development Committee comprised entirely of independent directors Independent outside compensation consultant Pay for performance—CEO pay approximately 93% variable Multi-year vesting schedule for equity awards Meaningful share ownership guidelines Clawback policies for both financial restatements and executive misconduct Market comparison of executive compensation against a relevant peer group Primarily use different metrics for short-term and long-term incentive programs | Prohibition on hedging and pledging Company securities No dividends or dividend equivalents paid on unearned performance-based equity awards No automatic single-trigger vesting of equity awards upon a change-in-control No change-in-control tax gross-ups for named executive officers No excessive perquisites No service-based defined benefit pension plan Plan prohibits re-pricing of underwater stock options Plan prohibits granting discounted stock options No fixed term employment agreements |
| PULTEGROUP, INC. | 2026 PROXY STATEMENT | vii |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.