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PULTEGROUP INC/MI/

For the period ended Apr 29, 2026. Filed Mar 13, 2026.

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About this filing

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

PHM$132.49-2.0%Stored close · as of Nov 6, 2026
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Contents

Executive Compensation Program Elements

Table of Contents

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 2025 executive compensation program.

Pay Element
SalaryAnnualIncentive AwardsPSUsRSUs
WHO RECEIVESAll named executive officers
WHEN GRANTEDAnnually
FORM OF DELIVERYCashCashEquity
TYPE OF PERFORMANCEShort-term emphasis (fixed)Short-term emphasis (variable)Long-term emphasis(variable)
PERFORMANCE PERIOD1 year1 year3-year cliff vesting based on performance3-year cliff vesting based on service
WHY WE PAY THIS ELEMENTProvides base pay levels that are competitive with market practices to attract and retain top executive talent.Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent.Provides equity incentives competitive with market practices in order 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 executives on long-term performance of the Company.
Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of our shareholders.Directly aligns interests of executives with those of our shareholders.
Retention of talent over performance period.Retention of talent over performance / vesting period.
34PULTEGROUP, INC. | 2026 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

Pay Element
SalaryAnnualIncentive AwardsPSUsRSUs
HOW PAYOUT IS DETERMINEDResponsibilities, individual performance and tenure, internal equity, market data and recommendations from the Committee’s independent compensation consultant.Market practice and individual performance.Annual Program: Participants are eligible to receive a cash payout ranging from 0% - 200% of target based on the achievement of corporate goals.Market practice, individual performance and Company performance over the 2025-2027 performance period.Market practice and individual performance.
Pre-Tax Income Profit Participation Program: Participants are eligible to receive a cash payout based on our adjusted pre-tax income achievement, modified based on our adjusted pre-tax income performance relative to our peers.Participants vest in PSUs, with vesting levels ranging from 0% - 200% of target based on the achievement of corporate goals.
PERFORMANCE MEASURESIndividualAdjusted pre-tax income Operating marginRelative TSR Relative return on equity Relative operating marginShare price

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. In determining the appropriate amount to be allocated among base salary, the Annual Program, the Pre-Tax Income Profit Participation Program and the LTI Program, the Committee considered the alignment of goals with the Company's operational priorities. This process resulted in an overall pay mix structure of 10%, 24% and 59% of pay attributable to the Annual Plan, Pre-Tax Income Profit Participation Program and LTI Program, respectively, for our CEO and 11%, 23% and 46% on average for our other NEOs. The largest percentage of the Company's executive compensation program is delivered in the form of equity awards in order to 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.

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.

Mr. Ossowski's base salary was set at $650,000 in connection with his promotion to Chief Financial Officer. The base salaries for Messrs. Koart and Sheldon were each increased by $50,000 in order to more closely align their base salaries with chief operating officers and general counsels in our compensation peer group, respectively. Mr. Marshall’s base salary has remained the same since 2019.

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COMPENSATION DISCUSSION AND ANALYSIS

The table below sets forth the 2024 and 2025 base salary levels for each of our named executive officers.

Named Executive Officer2024 Base Salary2025 Base Salary
RYAN R. MARSHALL$1,000,000$1,000,000
JAMES L. OSSOWSKI$400,000$650,000
MATTHEW KOART$750,000$800,000
TODD N. SHELDON$550,000$600,000
KEVIN A. HENRY$550,000$550,000
ROBERT T. O’SHAUGHNESSY$800,000$800,000

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. Consistent with the 2024 design, in 2025, there were two components to the Company’s annual incentive compensation program. For the first component, the Committee established a 2025 Annual Incentive Program (the “Annual Program” or the “2025 Annual Program”), 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 established a Pre-Tax Income Profit Participation Program, with payouts determined 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 Performance Peer Group, as described below. The Committee believes that pre-tax income is an appropriate metric 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. The Annual Program and Pre-Tax Income Profit Participation Program are described in further detail below.

2025 Annual Program

The financial measures used to assess corporate performance under the 2025 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 2025 Annual Program performance metrics were meaningful measures of 2025 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 2024 targets, but lower than the 2024 actual achievement levels because of the continued uncertainty impacting the homebuilding sector due to the persistent affordability challenges for consumers at the time the performance targets were established. At the time the 2025 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. Management was successful in its efforts to respond to the affordability challenges faced by consumers and the resultant impact on our sales and profitability. The decision was made to increase our lot optionality within our land pipeline for increased flexibility; producing sufficient levels of spec inventory to service buyers seeking to close within 30 to 90 days; and to roll out innovative incentive strategies that drove traffic and converted sales. These pricing strategies also drove a slight decrease in gross margins from 2024 to 2025, however, 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 that we were required to offer to customers in order to achieve sales in 2025. The execution of these strategies helped us navigate 2025's challenging operating environment and deliver industry-leading TSR in 2025 resulting in 76% performance with respect to the adjusted pre-tax income metric and 92% performance with respect to operating margin metric under our 2025 Annual Program, resulting in a payout of 84% of target.

The table below indicates the financial performance metrics and potential payouts with respect to the Company’s achievement of the 2025 Annual Program goals.

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COMPENSATION DISCUSSION AND ANALYSIS

2025 Consolidated Goals($ in 000s)(1)
WeightingThresholdPayout(50%)TargetPayout(100%)MaximumPayout(200%)PerformanceResultsAchievedPayoutWeighted Payout
Adjusted Pre-Tax Income(2)50%$2,749,113$3,436,391$4,123,669$3,113,56376.0%38.0%
Operating Margin %(3)50%15.6%18.6%21.6%18.1%92.0%46.0%
Total % of Target:84.0%

(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.

ExecutiveBase Salary2025Target as a% of Salary(1)Threshold(2)TargetMaximumTotal Payout
RYAN R. MARSHALL$1,000,000150.0%$375,000$1,500,000$3,000,000$1,260,000
JAMES L. OSSOWSKI$650,00057.7%$93,750$375,000$750,000$315,000
MATTHEW KOART$800,00065.6%$131,250$525,000$1,050,000$441,000
TODD N. SHELDON$600,00041.7%$62,500$250,000$500,000$210,000
KEVIN A. HENRY$550,00041.8%$57,500$230,000$460,000$193,200
ROBERT T. O’SHAUGHNESSY$800,00065.6%$131,250$525,000$1,050,000$441,000

(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, under the Pre-Tax Income Profit Participation Program the named executive officers were eligible to receive payouts based on our adjusted pre-tax income performance, both on an absolute and relative basis, with the payout 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 $3,436,191,000. 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). Adjusted pre-tax income is calculated in the same manner as under the 2025 Annual Program.

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COMPENSATION DISCUSSION AND ANALYSIS

Name2025 Pre-Tax Income Profit Participation Program Target Payout Percentage
RYAN R. MARSHALL0.1059%
JAMES L. OSSOWSKI0.0280%
MATTHEW KOART0.0409%
TODD N. SHELDON0.0136%
KEVIN A. HENRY0.0067%
ROBERT T. O’SHAUGHNESSY0.0393%
Pre-Tax Income Growth Rank(1)Modifier
1130%
2125%
3120%
4110%
5100%
690%
785%
880%
975%
1070%

(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 2025, 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 2025. Our adjusted pre-tax income performance in 2025 was $3,113,563,000. We ranked third on pre-tax income growth in the Performance Peer Group, resulting in a modifier of 121.9% and the payouts set forth in the following table:

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COMPENSATION DISCUSSION AND ANALYSIS

Name2025 Pre-Tax Income Profit Participation Program Target Payout Percentagex2025 Adjusted Pre-Tax Income ($ in 000s)x2025 Pre-Tax Income Profit Participation Program Modifier=2025 Pre-Tax Income Profit Participation Program Actual Payout
RYAN R. MARSHALL0.1059%x$3,113,563x121.9%=$4,018,452
JAMES L. OSSOWSKI0.0280%x$3,113,563x121.9%=$1,062,019
MATTHEW KOART0.0409%x$3,113,563x121.9%=$1,549,974
TODD N. SHELDON0.0136%x$3,113,563x121.9%=$516,658
KEVIN A. HENRY0.0067%x$3,113,563x121.9%=$252,588
ROBERT T. O’SHAUGHNESSY0.0393%x$3,113,563x121.9%=$1,492,568

(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 2025, 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 2025 performance-based component delivered as PSUs. To emphasize our "pay for performance" culture and tie a significant 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, long-term compensation is delivered 60% in the form of PSUs and 40% in the form of RSUs.

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 theregular 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 2025 for each executive, 60% of the award was granted as PSUs 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

2025-2027 LTI Program

In 2025, the Committee approved PSU awards for the 2025-2027 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. The Committee believes that the inclusion of relative performance goals for the entire award helps 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 2025-2027 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. The applicable achievement percentage for each performance metric will be interpolated based on the Company's performance compared to the companies ranked immediately above and below the Company in the Performance Peer Group.

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COMPENSATION DISCUSSION AND ANALYSIS

Performance Peer Group RankAchievement
1200%
2170%
3150%
4120%
5100%
680%
760%
840%
920%
100%

Under the 2025-2027 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 2025-2027 LTI Program.

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 2025-2027 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 2025-2027 LTI Program

ExecutiveBase Salary(1)Target as %of Salary(2)ThresholdTargetMaximum
RYAN R. MARSHALL$1,000,000540.0%$2,700,000$5,400,000$10,800,000
JAMES L. OSSOWSKI$650,000166.2%$540,000$1,080,000$2,160,000
MATTHEW KOART$800,000200.6%$802,500$1,605,000$3,210,000
TODD N. SHELDON$600,000130.0%$390,000$780,000$1,560,000
KEVIN A. HENRY$550,000109.1%$300,000$600,000$1,200,000
ROBERT T. O’SHAUGHNESSY$800,000103.1%$412,500$825,000$1,650,000

(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 2024-2026 LTI Program remains outstanding and will be settled following the completion 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, with each goal weighted equally.

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COMPENSATION DISCUSSION AND ANALYSIS

At the end of 2025, the 2023-2025 LTI Program concluded, with each named executive officer achieving 198.2% of their target award pursuant to the terms of the 2023-2025 LTI Program established at the time of grant. The table below sets forth the performance metrics and achievement levels with respect to the 2023-2025 LTI Program goals.

2023-2025 LTI Program Consolidated Goals(1)
WeightingThreshold Payout(50%)Target Payout(100%)Maximum Payout(200%)PerformanceResultsAchieved Payout(of target)WeightedPayout
Relative TSR(2)33.40%Ranked 6th inpeer groupRanked 4th inpeer groupRanked 1st inpeer group2 of 9194.5%65.0%
ROIC(3)33.30%16.1%19.1%22.1%29.2%200.0%66.6%
Operating Margin(4)33.30%12.3%15.3%18.3%21.1%200.0%66.6%
Total % of Target:198.2%

(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 established for the 2023-2025 LTI awards (D.R. Horton, Inc.; KB Home; Lennar Corporation; M.D.C. Holdings, Inc.; Meritage Homes Corporation; NVR, Inc.; Taylor Morrison Home Corporation; and Toll Brothers, Inc).

(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.

2026 Long Term Equity Incentive Awards

In determining the annual equity grants made in February 2026 for 2025 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 2026, the Committee granted RSUs to each named executive officer, informed by his individual contributions during 2025. The value of these awards is excluded from the 2025 Summary Compensation Table, which instead reflects the value of the equity awards granted in 2025 in recognition of the named executive officers’ performance in 2024. The first portion (60%) of these awards comprise our 2026-2028 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 2025-2027 LTI Program amounts:

2025-2027 LTI ProgramTarget2026-2028 LTI Program Target
Executive#Value#Value
RYAN R. MARSHALL48,411$5,400,00043,755$5,850,000
JAMES L. OSSOWSKI9,683$1,080,0009,425$1,260,000
MATTHEW KOART14,389$1,605,00012,903$1,725,000
TODD N. SHELDON6,993$780,0006,732$900,000
KEVIN A. HENRY5,379$600,0004,488$600,000

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:

Time-Based Restricted Share Units(1)
Executive#Value(2)
RYAN R. MARSHALL29,170$3,900,029
JAMES L. OSSOWSKI6,283$840,037
MATTHEW KOART8,602$1,150,087
TODD N. SHELDON4,488$600,046
KEVIN A. HENRY2,992$400,030

(1) These equity awards were granted in 2026 and, accordingly, are excluded from the 2025 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.

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COMPENSATION DISCUSSION AND ANALYSIS

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.

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.

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. Please see the "Potential Payments Upon Termination or Change in Control" for further discussion of the Executive Severance Policy and Retirement Policy.

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 “2025 Non-Qualified Deferred Compensation Table.” We do not have a defined benefit pension plan.

Following a third-party risk assessment of the security risks associated with the Company's executive team, including the Chief Executive Officer, the Compensation Committee has established a security program for members of our executive team. 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. 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.

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 17 for further information regarding the Company’s anti-hedging policy. Additionally, under the Company’s insider trading policy, directors and executive officers are prohibited

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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.

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