DEF 14A of Pultegroup Inc/Mi/, Mar 13, 2026

DEF 14A of Pultegroup Inc/Mi/

Filed Mar 13, 2026 · FY20250000822416-26-000016

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | Current Committee Memberships | | | | | | Name | Principal Professional Experience | Years of Tenure | 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. FOLLIARD Non-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 | | | ● | ● | |

  3. DIRECTOR NOMINEES

    | Audit = Audit Committee | Finance = Finance and Investment Committee | | Comp = Compensation and Management Development Committee | Nom/Gov = Nominating and Governance Committee | | C = Chair of Committee | |

  4. DIRECTOR NOMINEES

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | iii |

  5. DIRECTOR NOMINEES

    | Table of Contents | | | | PROXY SUMMARY |

  6. DIRECTOR NOMINEES

    | BOARD NOMINEE HIGHLIGHTS |

  7. DIRECTOR NOMINEES

    | Significant corporate leadership experience at public companies in relevant industries | Broad governance experience by service on other public company boards | Mix of seasoned directors and fresh perspectives | | n n n n n n n n n n n | n n n n n n n n n n n | n n n n n n n n n n n | | EIGHT OF OUR NOMINEES HAVE EXPERIENCE IN THE REAL ESTATE OR CONSUMER MARKETS | NINE OF OUR NOMINEES HAVE OTHER PUBLIC COMPANY BOARD EXPERIENCE | SEVEN OF OUR NOMINEES HAVE JOINED THE BOARD IN THE LAST TEN YEARS |

  8. EXECUTIVE COMPENSATION HIGHLIGHTS

    | 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 |

  9. Independence

    Independence Under the Company’s Corporate Governance Guidelines, which are available to shareholders at https://www.pultegroupinc.com/investor-relations/governance/governance-documents/default.aspx, a substantial majority of the members of our Board must be independent. The Company has established director qualification standards to assist the Nominating and Governance Committee in determining director independence, which either meet or exceed the independence requirements of the NYSE corporate governance listing standards. The Board will consider all relevant facts and circumstances in making an independence determination. To be considered “independent”, the Board must affirmatively determine that the director has no material relationship with the Company, directly or as an officer, shareholder or partner of an organization that has a relationship with the Company, and that the director is otherwise independent under NYSE listing standards. In each case, the Board shall broadly consider all relevant facts and circumstances and shall apply the standards set forth below. A director will be determined to be independent if (in addition to having no material relationship with the Company, directly or as an officer, shareholder or partner of an organization that has a relationship with the Company, and satisfying the independence requirements under the NYSE listing standards) the director:

  10. Independence

    | 2 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  11. Independence

    | Table of Contents | | BOARD OF DIRECTORS INFORMATION |

  12. Independence

    has not been an employee of the Company for at least three years; has not, during the last three years, been employed as an executive officer by a company for which an executive officer of the Company concurrently served as a member of such company’s compensation committee; has no immediate family members (i.e., spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than employees) who shares the director’s home) who did not satisfy the foregoing criteria during the last three years; provided, however, that such director’s immediate family member may have served as an employee but not as an executive officer of the Company during such three-year period so long as such immediate family member shall not have received, during any twelve-month period within such three-year period, more than $120,000 in direct compensation from the Company for such employment; is not a current partner or employee of the Company’s internal or external audit firm, and the director was not within the past three years a partner or employee of such a firm who personally worked on the Company’s internal or external audit within that time; has no immediate family member who (i) is a current partner of a firm that is the Company’s internal or external auditor, (ii) is a current employee of such a firm and personally works on the Company’s internal or external audit or (iii) was within the past three years a partner or employee of such a firm and personally worked on the Company’s audit within that time; has not received, and has no immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than (i) director and committee fees, and (ii) pensions and other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service)); is not a current employee, and has no immediate family member who is a current executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues; does not serve, and has no immediate family member who has served, during the last three years as an executive officer or general partner of an entity that has received an investment from the Company or any of its subsidiaries, unless such investment is less than the greater of $1 million or 2% of such entity’s total invested capital in any of the last three years; and has not been, and has no immediate family member who has been, an executive officer of a charitable or educational organization for which the Company contributed more than the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues, in any of the last three years. In addition, Audit Committee members may not have any direct or indirect financial relationship whatsoever with the Company other than as directors. Furthermore, in affirmatively determining the independence of any director who will serve on the Compensation and Management Development Committee, the Board will consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a member of the Compensation and Management Development Committee, including, but not limited to, (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company. The Board considered all relevant facts and circumstances in assessing director independence. In connection with this assessment, the Board affirmatively determined that Kristen Actis-Grande, Brian P. Anderson, Bryce Blair, Thomas J. Folliard, Kristin F. Gannon, Cheryl W. Grisé, André J. Hawaux, John R. Peshkin, Scott F. Powers, Benjamin W. Schall, and Lila Snyder are independent in accordance with the Company’s Corporate Governance Guidelines. In reaching this determination, the Board considered the relationship with respect to Mr. Folliard described in the section entitled “Certain Relationships and Related Transactions” and determined that such relationship is immaterial as it relates to Mr. Folliard’s independence. The Board further determined that Ryan R. Marshall, who is a current PulteGroup employee, is not independent within the meaning of the Company’s categorical standards and the NYSE listing standards.

  13. Independence

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 3 |

  14. Independence

    | PROPOSAL 1 - ELECTION OF DIRECTORS |

  15. Independence

    | 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 | The Company's Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), require that we have at least three, but no more than 15, directors. The exact number of directors is set by the Board and is currently eleven. All directors are elected on an annual basis for one-year terms. The eleven directors comprising the Board, all of whose terms are expiring at the annual meeting, are Kristen Actis-Grande, Brian P. Anderson, Bryce Blair, Thomas J. Folliard, Kristin F. Gannon, Cheryl W. Grisé, André J. Hawaux, Ryan R. Marshall, John R. Peshkin, Scott F. Powers, and Lila Snyder. Mr. Anderson is not standing for re-election at the annual meeting in accordance with the Board's age limit policy. The Board and the Company wish to thank Mr. Anderson for his years of dedicated service on the Board. Ms. Gannon was appointed to the Board in February 2026 and is standing for election for the first time. The Board has also nominated Benjamin W. Schall to stand for election as a new director. Both Ms. Gannon and Mr. Schall were initially identified as potential director candidates by a third-party search firm. Proxies cannot be voted for a greater number of persons than the nominees named. The Amended and Restated By-laws of the Company (the “By-laws”) provide that a nominee for director at the annual meeting shall be elected by the affirmative vote of a majority of the votes cast with respect to that director’s election. A majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election). If a nominee for director, who is an incumbent director, is not elected, the director shall promptly tender his or her resignation to the Board. The Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days following certification of the election results. The director who tenders his or her resignation will not participate in the recommendation of the committee or the decision of the Board with respect to his or her resignation. The eleven persons listed below are the nominees to serve a one-year term expiring at the Company’s 2027 annual meeting of shareholders, and each has agreed to be named in this Proxy Statement and to serve the one-year term for which he or she has been nominated, if elected. Each director will hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, retirement, disqualification or removal. Please see below for a description of the occupations and recent business experience of all director nominees. In addition, the specific experience, qualifications, attributes, or skills that led the Nominating and Governance Committee to conclude that each of the director nominees should serve as a director of the Company are included in the descriptions below. |

  16. Independence

    | 4 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  17. Independence

    | Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  18. Independence

    | BOARD NOMINEE EXPERIENCE AND SKILLS |

  19. Independence

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 5 |

  20. Independence

    | Table of Contents | | | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  21. Independence

    | Nominees to Serve a One-Year Term Expiring at the 2027 Annual Meeting of Shareholders | u |

  22. Independence

    | Kristen Actis-Grande | | | Director Since: 2024 Age: 45 Committees: • Audit • Finance and Investment | Biography Ms. Actis-Grande has significant financial experience having served as chief financial officer of two large public companies. Her background also includes progressively senior roles within the finance function of a large public multi-national manufacturer. Ms. Actis-Grande has extensive knowledge of the preparation and review of complex financial reporting statements as well as experience in internal controls, risk management and risk assessment. Her experience as a senior executive for one of the largest manufacturers of heating and cooling systems for residential applications gives her unique insights into the homebuilding industry and the broader economy. Relevant Business Experience: Ms. Actis-Grande is Chief Financial Officer of Sealed Air Corporation (NYSE: SEE), a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. At Sealed Air, Ms. Actis-Grande is responsible for all finance-related functions as well as mergers and acquisitions, enterprise transformation, and procurement. Prior to joining Sealed Air in 2025, Ms. Actis-Grande served as Executive Vice President and Chief Financial Officer of MSC Industrial Direct Co., Inc. (NYSE: MSM), a leading North American distributor of a broad range of metalworking and maintenance repair and operations (MRO) products and services. At MSC, in addition to the leadership of all finance related functions, Ms. Actis-Grande was responsible for corporate strategy, mergers and acquisitions, and investor relations. Prior to joining MSC in 2020, Ms. Actis-Grande served in various finance-related roles for seventeen years at Ingersoll Rand Inc., a provider of flow creation and industrial products, including as Chief Financial Officer for their Compression Technologies and Services Division from 2018 to 2020 and Chief Financial Officer for their Residential HVAC and Supply division from 2016 to 2018, which included the Trane and American Standard brands. Ms. Actis-Grande is an audit committee financial expert for purposes of the SEC’s rules. |

  23. Independence

    | 6 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  24. Independence

    | Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  25. Independence

    | Bryce Blair | | | Director Since: 2011 Age: 67 Committees: • Finance and Investment • Nominating and Governance Committee (Chair) | Biography Mr. Blair has substantial experience in real estate development and investment, including having spent over ten years as Chairman and Chief Executive Officer of a public real estate investment trust. In addition, in his former role as chief executive officer of AvalonBay Communities, Inc., Mr. Blair was responsible for day-to-day operations, and he was regularly involved in the preparation and review of complex financial reporting statements. Mr. Blair also brings to the Board meaningful experience based on his service on the boards of directors of AvalonBay Communities, Inc., Regency Centers Corp., and Invitation Homes, Inc., where he served as Non-Executive Chairman of the board. Relevant Business Experience: Mr. Blair is the Manager of Harborview Associates, LLC, a company that holds and manages investments in various real estate properties. Mr. Blair is also the former Chairman of the Board and the former Chief Executive Officer of AvalonBay Communities, Inc. In addition, Mr. Blair served in a number of senior leadership positions with AvalonBay Communities, Inc., including Chief Executive Officer from February 2001 through December 2011, President from September 2000 through February 2005 and Chief Operating Officer from February 1999 to February 2001. He is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action. Mr. Blair is also a past member of the National Association of Real Estate Investment Trusts, where he served as Chairman and was on the Executive Committee and the Board of Governors, and the Urban Land Institute, where he is past Chairman of the Multifamily Council and is a past Trustee. Public Company Board Experience: | | | • Invitation Homes Inc. (2017 - 2021) • Regency Centers Corp. (2014 - present) |

  26. Independence

    | Thomas J. Folliard | | | | Director Since: 2012 Age: 61 Committees: None (Mr. Folliard is the Non-Executive Chairman) | Biography Mr. Folliard has extensive experience as Chief Executive Officer of a large, consumer-focused public company. In connection with that role, Mr. Folliard has significant experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. Mr. Folliard also brings to the Board of Directors meaningful experience based on his service on the board of directors of CarMax, Inc., currently as interim Executive Chairman, and as Chairman of the Board of Trustees of both Baron Investment Funds and Baron Select Funds. Relevant Business Experience: Mr. Folliard currently serves as a Trustee to Baron Investment Funds Trust and Baron Select Funds and has been in such positions since August 2017. Mr. Folliard served as President and Chief Executive Officer of CarMax, Inc., the largest retailer of used autos in the United States, from 2006 until his retirement on August 31, 2016. He continues to serve CarMax as interim Executive Chairman of the board. He joined CarMax in 1993 as the Senior Buyer and became the Director of Purchasing in 1994. Mr. Folliard was promoted to Vice President of Merchandising in 1996, Senior Vice President of Store Operations in 2000 and Executive Vice President of Store Operations in 2001. Public Company Board Experience: | | | | • Baron Investment Funds Trust (2017 - present) • Baron Select Funds (2017 - present) | • CarMax, Inc. (2006 - present) |

  27. Independence

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 7 |

  28. Independence

    | Table of Contents | | | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  29. Independence

    | Kristin F. Gannon | | | | Director Since: 2026 Age: 58 Committees: • Audit • Nominating and Governance | Biography Ms. Gannon is a seasoned real estate investment banking executive with more than 30 years of experience advising public and private real estate companies on strategic transactions. Her extensive work across over $150 billion in real estate M&A, sale transactions, and capital markets financings provides deep expertise in evaluating complex financial structures, assessing strategic growth opportunities, and understanding public‑company capital allocation discipline. Her leadership roles at multiple global financial institutions, combined with her experience guiding companies through mergers, recapitalizations, and large‑scale strategic transformations, contribute to her strong and diverse capital markets experience. Relevant Business Experience: Ms. Gannon has served as Managing Director at Eastdil Secured, a real estate investment bank, since 2015 and is Global Co‑Head of the Corporate Advisory and M&A Group, where she leads advisory efforts for major real estate M&A and capital markets transactions. Prior to Eastdil, she was a Partner at DBO Partners, providing strategic and financial advice to real estate organizations. Her earlier experience includes serving as Managing Director at Goldman Sachs, where she led the western region real estate investment banking group and advised on mergers, divestitures, capital raising, and recapitalizations, and eight years as Executive Director at Morgan Stanley where she oversaw west coast real estate banking. Ms. Gannon also currently serves in advisory roles with leading industry organizations, including the Fisher Center at UC Berkeley and the Urban Land Institute. Ms. Gannon is an audit committee financial expert for purposes of the SEC’s rules. | | | Cheryl W. Grisé | | | | Director Since: 2008 Age: 73 Committees: • Compensation and Management Development (Chair) • Audit | Biography Ms. Grisé has significant experience as a director of several large public corporations and as a former executive officer of a public utility holding company. Ms. Grisé’s substantial executive and operational experience, along with earlier experience as general counsel, corporate secretary and chief human resources executive, provide her with a unique perspective on the complex legal, governance, human capital and other issues that affect companies in regulated industries, as well as the effective functioning of the Company’s corporate governance structures. Ms. Grisé also brings to the Board meaningful experience based on her service as Lead Director of MetLife, Inc. and her service on the boards of directors of several other public companies, including her current service as Chair of the Compensation Committee of Dollar Tree, Inc. Relevant Business Experience: Ms. Grisé was Executive Vice President of Northeast Utilities (now Eversource Energy), a public utility holding company, from December 2005 until her retirement effective July 2007; Chief Executive Officer of its principal operating subsidiaries from September 2002 to January 2007; President of the Utility Group of Northeast Utilities Service Company from May 2001 to January 2007; and Senior Vice President, Secretary and General Counsel of Northeast Utilities from 1998 to 2001. Public Company Board Experience: | | | | • MetLife, Inc. (2004 - present) • ICF International, Inc. (2012 - 2024) | • Dollar Tree, Inc. (2022 - present) |

  30. Independence

    | 8 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  31. Independence

    | Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  32. Independence

    | André J. Hawaux | | | | Director Since: 2013 Age: 65 Committees: • Audit (Chair) • Nominating and Governance | Biography Mr. Hawaux has significant experience serving as a senior officer of several corporations, including as executive vice president and chief financial officer of a large, consumer-focused public company. In connection with that role, Mr. Hawaux has extensive experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. In addition, Mr. Hawaux has significant experience in the preparation and review of complex financial reporting statements as well as experience in risk management and risk assessment. Mr. Hawaux also serves on the boards of directors of Lamb Weston Holdings, Inc. where he is a Chair of the audit and finance committees and Tractor Supply Company where he is a member of the audit and nominating & governance committees. Relevant Business Experience: Mr. Hawaux is the Former Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Dick’s Sporting Goods, Inc. Mr. Hawaux joined Dick’s Sporting Goods, Inc., a leading omni-channel sporting goods retailer, in June 2013 as Executive Vice President, Finance Administration and Chief Financial Officer and also served as its Executive Vice President, Chief Operating Officer through August 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods, Inc. (now ConAgra Brands Inc.), one of North America’s leading packaged food companies, from 2009 until May 2013. He joined ConAgra as Executive Vice President and Chief Financial Officer in 2006, and prior to ConAgra, he served as general manager of a large U.S. division of PepsiAmericas. Mr. Hawaux also previously served as Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit. Mr. Hawaux is an audit committee financial expert for purposes of the SEC’s rules. Public Company Board Experience: | | | | • Lamb Weston Holdings, Inc. (2017 - present) | • Tractor Supply Company (2022 - present) |

  33. Independence

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 9 |

  34. Independence

    | Table of Contents | | | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  35. Independence

    | Ryan R. Marshall | | | Director Since: 2016 Age: 51 Committees: • Finance and Investment | Biography Mr. Marshall brings significant insight to the Board from his tenure at PulteGroup, including in his position as President and Chief Executive Officer and his management of many of the Company’s largest operations. Mr. Marshall’s extensive experience at the Company through various financial and operational roles prior to his appointment as the Chief Executive Officer of the Company provides an in-depth understanding of PulteGroup’s operations and complexity and adds a valuable perspective for Board decision-making. Mr. Marshall also serves on the board of directors of Floor & Decor Holdings, Inc. where he sits on the audit committee. Relevant Business Experience: Mr. Marshall is President and Chief Executive Officer of PulteGroup, Inc. Mr. Marshall has served as the President and Chief Executive Officer of PulteGroup, Inc. since September 8, 2016, and as the President since February 15, 2016. Prior to becoming CEO, Mr. Marshall most recently had the responsibility for the Company’s homebuilding operations and its marketing and strategy departments. Prior to being named President, Mr. Marshall was Executive Vice President of Homebuilding Operations since May 2014. Other previous roles included Area President for the Company’s Southeast Area since November 2012, Area President for Florida, Division President in both South Florida and Orlando and Area Vice President of Finance. In those roles, he has managed various financial and operating functions including financial reporting, land acquisition and strategic market risk and opportunity analysis. Public Company Board Experience: • Floor & Decor Holdings, Inc. (2020 - present) | | John R. Peshkin | | | Director Since: 2016 Age: 65 Committees: • Compensation and Management Development • Finance and Investment (Chair) | Biography Mr. Peshkin has significant experience as a founder and managing partner at a leading real estate investment group. In addition, Mr. Peshkin also has significant experience in the real estate and home building industries as a successful senior executive, as an investor and as a board member at two of the nation’s top builders, which brings valuable industry knowledge and insight to the Board. Mr. Peshkin also brings to the Board meaningful experience based on his service on the board of directors of for-profit companies and non-profit institutions. Relevant Business Experience: Mr. Peshkin is the founder and Managing Partner at Vanguard Land, LLC, a private real estate investment group focused on the acquisition and development of residential and commercial properties throughout Florida since 2008. He was previously the founder and Chief Executive Officer of Starwood Land Ventures, an affiliate of Starwood Capital Group Global, a real estate private equity firm, until 2008. Mr. Peshkin spent 24 years with Taylor Woodrow plc, a national homebuilder, serving as its North American CEO and President from 2000 to 2006. Public Company Board Experience: • Standard Pacific Corp. (subsequently CalAtlantic Group, Inc., which was then acquired by Lennar Corporation) (2012 - 2015) |

  36. Independence

    | 10 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  37. Independence

    | Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  38. Independence

    | Scott F. Powers | | | | Director Since: 2016 Age: 66 Committees: • Finance and Investment • Nominating and Governance | Biography Mr. Powers has significant experience as a financial services executive executing growth strategies, managing operations and leading efforts in risk and crisis management. Mr. Powers brings additional skills to the Board honed through a career of managing through financial industry change. Mr. Powers also has public company board experience as a current member of the boards of directors of Sun Life Financial, Inc., where he also serves as Non-Executive Chairman of the Board, and Automatic Data Processing, Inc. where he serves as a member of the Nominating Committee / Corporate Governance Committee and Chair of the Compensation and Management Development Committee. Relevant Business Experience: Mr. Powers is the Former President and Chief Executive Officer of State Street Global Advisors. Mr. Powers held leadership positions at State Street Corporation, a financial holding company that performs banking services through its subsidiaries, from 2008 to 2015, most recently as Executive Vice President of State Street Corp, President and Chief Executive Officer of State Street Global Advisors. Mr. Powers also served as a member of the State Street Management Committee. In addition, he previously served as President and Chief Executive Officer of Old Mutual USA and Old Mutual Asset Management from 2001 to 2008. He also held executive roles at Mellon Financial Corporation and Boston Company Asset Management. Public Company Board Experience: | | | | • Automatic Data Processing, Inc. (2018 - present) • Sun Life Financial, Inc. (2015 - present) | • Whole Foods Market, Inc. (2017) | | Benjamin W. Schall | | | | Nominee for Director Age: 50 | Biography Mr. Schall brings more than two decades of leadership experience in the real estate industry, having held senior executive roles across multiple publicly traded REITs. His background includes leading large, diversified real estate platforms, overseeing nationwide operating portfolios, driving strategic redevelopment initiatives, and managing growth across multiple real estate cycles. His experience as CEO, COO, and senior executive at several major public real estate companies provides him with deep expertise in capital allocation, operational oversight, corporate strategy, and stakeholder engagement. Relevant Business Experience: Mr. Schall has served as Chief Executive Officer and President of AvalonBay Communities, a leading multifamily REIT, since January 2022 and has been a director since 2021. He previously joined AvalonBay as President in 2021 following his service as Chief Executive Officer, President, and Trustee of Seritage Growth Properties, where he led a national mixed‑use and retail redevelopment platform. Before that, he served as Chief Operating Officer of Rouse Properties from 2012 to 2015, overseeing operations for a large portfolio of regional malls across 21 states. Earlier in his career, he served as Senior Vice President at Vornado Realty Trust, contributing to the management and development of office and retail assets in major U.S. markets. He also serves as an industry leader in national real estate organizations, including Nareit, NMHC, and The Real Estate Roundtable, and serves as Co‑Chair of the Board of University Settlement in New York. Public Company Board Experience: • AvalonBay Communities, Inc. (2021 - present) | |

  39. Independence

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 11 |

  40. Independence

    | Table of Contents | | | | PROPOSAL 1 - ELECTION OF DIRECTORS |

  41. Independence

    | Lila Snyder | | | Director Since: 2018 Age: 53 Committees: • Compensation and Management Development • Finance and Investment | Biography Ms. Snyder has significant experience as a consultant and corporate executive in a wide variety of industries. Ms. Snyder has advised on and led innovation initiatives in the areas of digital technology, media, cybersecurity and communications. Ms. Snyder also brings significant skills to the Board relating to strategy, operations, marketing and sales as a current chief executive officer of a large multi-national private company and as a former C-level executive of a Fortune 1000 Company. Relevant Business Experience: Ms. Snyder has served as Chief Executive Officer of Bose Corporation, a manufacturer of audio equipment, since August 2020. Prior to her current role, Ms. Snyder held numerous senior leadership positions at Pitney Bowes, Inc., including Executive Vice President and President, Commerce Services from October 2017 to August 2020, President of Global Ecommerce from June 2015 to October 2017, and President of Document Messaging Technologies from November 2013 to June 2015. Prior to joining Pitney Bowes, Inc., Ms. Snyder was a partner at global consultancy firm McKinsey & Company, Inc., where she led McKinsey’s Stamford office and served clients in the technology, media and communications sectors. |

  42. Independence

    | | The Board of Directors recommends that shareholders vote “FOR” the election of these eleven nominees. If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or appoint a new director to fill the vacancy. The new director would serve until the Company’s next annual meeting of shareholders. |

  43. Independence

    | 12 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  44. Independence

    | COMMITTEES OF THE BOARD OF DIRECTORS |

  45. Independence

    The Board has four standing committees to facilitate and assist the Board in the execution of its responsibilities. The committees are currently the Audit Committee, Compensation and Management Development Committee, Nominating and Governance Committee and Finance and Investment Committee. Charters for all of these committees are available on the Company’s website at www.pultegroupinc.com. The table below shows current membership for each of the standing Board committees.

  46. Independence

    | Director Name | Audit Committee | Compensation and Management Development Committee | Nominating and Governance Committee | Finance and Investment Committee | | KRISTEN ACTIS-GRANDE | ● | | | ● | | BRIAN P. ANDERSON+ | ● | | | ● | | BRYCE BLAIR | | | C | ● | | THOMAS J. FOLLIARD* | | | | | | KRISTIN F. GANNON | ● | | ● | | | CHERYL W. GRISÉ | ● | C | | | | ANDRÉ J. HAWAUX | C | | ● | | | RYAN R. MARSHALL | | | | ● | | JOHN R. PESHKIN | | ● | | C | | SCOTT F. POWERS | | | ● | ● | | LILA SNYDER | | ● | | ● |

  47. Independence

    C = Chair * Non-Executive Chairman + Mr. Anderson is not standing for re-election at the annual meeting.

  48. Available Information about PulteGroup

    | 2025 DIRECTOR COMPENSATION |

  49. Available Information about PulteGroup

    | | Fees Earned or Paid in Cash (1) | Share Awards (2)(3) | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | KRISTEN ACTIS-GRANDE | $100,000 | $185,096 | $— | $— | $285,096 | | BRIAN P. ANDERSON | $100,000 | $185,096 | $— | $— | $285,096 | | BRYCE BLAIR | $125,000 | $185,096 | $— | $— | $310,096 | | THOMAS FOLLIARD | $200,000 | $185,096 | $— | $— | $385,096 | | CHERYL W. GRISÉ | $125,000 | $185,096 | $— | $— | $310,096 | | ANDRE HAWAUX | $130,000 | $185,096 | $— | $— | $315,096 | | J. PHILLIP HOLLOMAN (4) | $33,242 | $— | $1,257 | $— | $34,499 | | JOHN R. PESHKIN | $125,000 | $185,096 | $2,976 | $— | $313,072 | | SCOTT F. POWERS | $100,000 | $185,096 | $889 | $— | $285,985 | | LILA SNYDER | $100,000 | $185,096 | $— | $— | $285,096 |

  50. Available Information about PulteGroup

    | Table of Contents | | | | 2025 DIRECTOR COMPENSATION |

  51. Available Information about PulteGroup

    | Table of Contents | | 2025 DIRECTOR COMPENSATION |

  52. Director Compensation

    Director Compensation The Nominating and Governance Committee reviews the compensation of the Company’s non-employee directors. For 2025, the Nominating and Governance Committee did not make any changes to the non-employee director compensation program. During 2025, non-employee directors were entitled to receive the following compensation for service as members of the Board and as members of Board committees: Annual Board membership fee of $100,000 (increased from $95,000) in cash; Committee Chair retainer fee of $25,000 in cash for each of the Nominating and Governance Committee, Compensation and Management Development Committee and Finance and Investment Committee Chairs; $30,000 in cash for the Audit Committee Chair; Non-Executive Chairman retainer fee of $75,000 in cash; and Annual Equity Retainer Fee of $185,000 (increased from $180,000) in Company common shares (the number of Company common shares determined by dividing $185,000 by the average of the high and low share price on the date of grant). Directors who also are our employees do not receive any of the compensation described above. Accordingly, Ryan R. Marshall, our President and Chief Executive Officer, and also a director of the Company, received no additional compensation for his services as a director during 2025. The compensation received by Mr. Marshall as an employee of the Company is shown in the 2025 Summary Compensation Table set forth in this Proxy Statement.

  53. EXECUTIVE SUMMARY Overview

    EXECUTIVE SUMMARY Overview As a result of a historic rise in inflation rates, the Federal Reserve began to increase the federal funds interest rate in March 2022 and continued to increase that rate into 2023. These increases had a direct impact on consumer home mortgage interest rates, causing rates to more than double during the second half of 2022 and remain at higher rates throughout 2023 and 2024. The resulting increased cost of borrowing, combined with home price inflation in recent years and inflation elsewhere in the economy, resulted in persistent affordability challenges for consumers throughout 2024. These challenges and the fluctuations in interest rates during 2024 resulted in increased volatility in our new order pace in 2024. Most analysts believed that turbulent demand conditions would continue into 2025 as many economic indicators pointed to interest rates remaining elevated and economic conditions showing limited prospects for improvement in 2025. These persistent affordability challenges for consumers and other economic indicators served as the backdrop when the Company prepared its budget for 2025 and the performance targets to be used under the Company's incentive programs. Although the rate of inflation eased somewhat in 2025, and the Federal Reserve continued cutting their benchmark interest rate in 2025, mortgage interest rates remained elevated through the fourth quarter of 2025. Elevated interest rates. low consumer sentiment and other economic challenges contributed to weaker than expected consumer demand in 2025. We responded to these consumer sentiment and affordability challenges in 2025 by maintaining sufficient levels of spec inventory to service buyers seeking to close within 30 to 90 days; and rolling out sales price discounts and increased incentive strategies. We knew these pricing strategies would decrease 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 some of the discounts and incentives that we were required to offer to customers in order to achieve sales in 2025. Despite not achieving our revenue and profit targets for 2025, the execution of these strategies helped us navigate 2025's challenging operating environment and deliver industry-leading TSR within our peer group in 2025. Despite mortgage rates remaining above 7% throughout portions of 2024 and into the first half of 2025, our Company’s ability to continue to adapt to a continually challenging demand environment resulted in our ability to deliver 29,572 homes in 2025 and home sales of $16.7 billion. These financial results have allowed us to provide strong returns to our shareholders while strengthening our balance sheet. Specifically, we: Delivered a return on equity of 18%*; Continued activity under our share repurchase program, including the repurchase of $1.2 billion of shares in 2025; Increased our quarterly dividend by 18% to $0.26 per share effective for dividends paid beginning in 2026; and Generated $1.9 billion of operating cash flows in 2025. We believe our compensation philosophy and practices support PulteGroup’s strategy to drive consistently high returns through the cycles inherent in the U.S. housing market. Our compensation planning is designed to focus executives on balancing short-term objectives and long-term priorities, to align executive and shareholder interests, and to attract and retain the leadership needed to continue to deliver strong results. Executive pay in 2025 reflects our financial performance relative to pre-established performance goals and also reflects significant external factors throughout the year and the significant actions management took to strengthen PulteGroup’s position for 2026 and beyond. We believe in incentivizing performance against a critical set of metrics through the volatility of market cycles. We also believe this compensation philosophy is reflected in the compensation delivered to our senior management team for 2025, as their effective execution in a rapidly changing operating environment in 2025 enabled the Company to continue to effectively operate in a challenging economic environment while delivering strong financial results and returns for our shareholders. 2025 Compensation Highlights In the context of the operating environment described above and based on the Company’s performance, for 2025, we achieved the following results under our incentive compensation arrangements applicable to our named executive officers, which we believe demonstrates our continued commitment to a “pay for performance” culture: We achieved 76% performance with respect to the adjusted pre-tax income and 92% performance with respect to operating margin metrics under our 2025 Annual Program, resulting in a payout of 84% of target. While we did not achieve target performance measures, the results required nimble and well-executed tactics - including construction cost reduction initiatives, construction pacing, and sales strategies to counteract a volatile market throughout 2025. Based on our 2025 adjusted pre-tax income performance relative to our Performance Peer Group, as described further below, payouts under the Pre-Tax Income Profit Participation Program were awarded at 110.4% of target. We achieved 194.52% performance with respect to the relative total shareholder return (“TSR”), and 200% performance on each of the return on invested capital (“ROIC”) and operating margin metrics applicable to the 2023-2025 performance-based equity awards, resulting in a payout of 198.17% of target. * 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.

  54. Pay for Performance

    Pay for Performance Our executive compensation program is designed to (1) reward executives for producing sustainable growth and improving shareholder returns consistent with PulteGroup’s strategy and (2) align compensation with the long-term interests of our shareholders. The Compensation and Management Development Committee (the “Committee”) strongly believes that a significant portion of executive compensation—both pay opportunities and pay actually realized—should be at-risk and tied to Company performance relative to the Company’s goals and share price performance. In addition, consistent with its practice in previous years, the Committee designed the 2025 executive compensation program so that variable pay elements (annual incentive awards, service-based restricted share units (“RSUs”) and performance-based restricted share units (“PSUs”)) constitute a significant portion of our total executive pay opportunities at target levels. The following charts demonstrate the variable pay elements as compared to the targeted annual compensation of our named executive officers. These charts demonstrate that the variable pay elements comprised at least 94% of the targeted annual compensation for our President and Chief Executive Officer and, on average, 80% of the targeted annual compensation for the other named executive officers in 2025.

  55. Key Executive Compensation Decisions and Actions

    | 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 94% 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 |

  56. Market Comparisons

    Market Comparisons While the Committee considers relevant market pay practices when setting executive compensation, it does not believe that it is appropriate to establish compensation levels based only on market practices. The Committee believes that compensation decisions are complex and require a deliberate review of Company performance and peer compensation levels, as well as the overall business environment and the role and contributions of each individual. Accordingly, the review of peer information is one of many factors the Committee considers in determining compensation levels. For each element of compensation, the Committee reviews market data (i.e., peer group and survey data) to evaluate target compensation levels, while also considering the relative responsibilities of some of our named executive officers as compared to the peer group, revenue size relative to the peer group, our historical compensation practices, the overall mix of our compensation elements being weighted more heavily toward long-term and equity-based compensation,

  57. Market Comparisons

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 31 |

  58. Market Comparisons

    | Table of Contents | | | | COMPENSATION DISCUSSION AND ANALYSIS |

  59. Market Comparisons

    management ownership and financial performance. Other factors that influence the amount of compensation awarded include an individual’s experience and past performance inside or outside the Company, compensation history, role and responsibilities within the Company, tenure with the Company and associated institutional knowledge, long-term potential with the Company, contributions derived from creative and innovative thinking and leadership and industry expertise. The Committee believes that the Company’s peer group should reflect the industry in which the Company competes for business and executive talent. Accordingly, the Company’s peer group includes companies meeting the following criteria: (i) companies within, or operating in an industry similar to, the home-building industry and (ii) companies of comparable size in terms of revenue or market capitalization. The peer group used for evaluating 2025 compensation decisions and measuring relative performance under our Pre-Tax Income Profit Participation Program and 2025-2027 PSUs consisted of the companies below, which was the same peer group that was used for evaluating 2024 compensation decisions. When discussing measuring relative performance, we refer to this group as the Performance Peer Group.

  60. Market Comparisons

    | D.R. Horton, Inc. | NVR, Inc. | | KB Home | Taylor Morrison Home Corporation | | Lennar Corporation | Toll Brothers, Inc. | | Meritage Homes Corporation | Tri Pointe Homes, Inc. | | M/I Homes, Inc. | |

  61. Market Comparisons

    In addition to reviewing compensation practices among the compensation peer group, the Committee believes it is important to review compensation practices within the industry generally. The Company participates in and purchases a number of compensation surveys. With the assistance of Semler Brossy, the Committee's independent compensation consultant, the Committee reviewed general industry and peer group data in establishing target compensation levels and evaluating whether our compensation policies are in line with market data. The 2025 general industry survey data represented comparably sized companies and similarly situated executive positions from general industry companies. The Committee believes that the compensation practices at companies of this size are most relevant to the Committee’s decision-making process. Based on Semler Brossy’s competitive market analysis prepared for evaluating 2025 compensation decisions, the Committee found that target compensation opportunities, in total, for the named executive officers were generally competitive. As noted above, the Committee also considered the relative responsibilities of some of our named executive officers as compared to the market data, revenue size relative to the market data, our historical compensation practices, the overall mix of our compensation elements being weighted more heavily toward long-term and equity-based compensation, management ownership and financial performance, as well as the other individual factors noted above.

  62. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Semler Brossy provides independent executive consulting services to the Committee. Semler Brossy is retained by and reports to the Committee and participates in Committee meetings, as requested by the Committee. Semler Brossy also: Participates in the design of our executive compensation program to help the Committee evaluate the linkage between pay and performance; Provides and reviews market data and advises the Committee on setting executive compensation and the competitiveness and reasonableness of our executive compensation program; Reviews and advises the Committee regarding the elements of our executive compensation program, including equity usage and dilution levels, each as relative to our peers; Reviews and advises the Committee regarding individual executive pay decisions; Reviews and advises the Committee with respect to new compensation plans and programs; Reviews and advises the Committee regarding regulatory, disclosure and other technical matters; Reviews and advises the Committee regarding our compensation risk assessment procedures; and Reviews and advises the Nominating and Governance Committee regarding our non-employee director compensation. The Committee assessed the independence of Semler Brossy and determined that Semler Brossy is independent and the engagement of Semler Brossy did not raise any conflicts of interest.

  63. EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | Pay Element | | | | | | | Salary | Annual Incentive Awards | PSUs | RSUs | | WHO RECEIVES | All named executive officers | | | | | WHEN GRANTED | Annually | | | | | FORM OF DELIVERY | Cash | Cash | Equity | | | TYPE OF PERFORMANCE | Short-term emphasis (fixed) | Short-term emphasis (variable) | Long-term emphasis (variable) | | | PERFORMANCE PERIOD | 1 year | 1 year | 3-year cliff vesting based on performance | 3-year cliff vesting based on service | | WHY WE PAY THIS ELEMENT | Provides 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. | |

  64. EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | Pay Element | | | | | | | Salary | Annual Incentive Awards | PSUs | RSUs | | HOW PAYOUT IS DETERMINED | Responsibilities, 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 MEASURES | Individual | Adjusted pre-tax income Operating margin | Relative TSR Relative return on equity Relative operating margin | Share price |

  65. EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    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.

  66. Base Salary

    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.

  67. Annual Incentive Compensation

    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.

  68. 2025 Annual Program

    | | 2025 Consolidated Goals ($ in 000s)(1) | | | | | | | | | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Performance Results | Achieved Payout | Weighted Payout | | Adjusted Pre-Tax Income(2) | 50% | $2,749,113 | $3,436,391 | $4,123,669 | $3,113,563 | 76.0% | 38.0% | | Operating Margin %(3) | 50% | 15.6% | 18.6% | 21.6% | 18.1% | 92.0% | 46.0% | | | | | | | Total % of Target: | | 84.0% |

  69. 2025 Annual Program

    | Executive | Base Salary 2025 | Target as a % of Salary(1) | Threshold(2) | Target | Maximum | Total Payout | | RYAN R. MARSHALL | $1,000,000 | 150.0% | $375,000 | $1,500,000 | $3,000,000 | $1,260,000 | | JAMES L. OSSOWSKI | $650,000 | 57.7% | $93,750 | $375,000 | $750,000 | $315,000 | | MATTHEW KOART | $800,000 | 65.6% | $131,250 | $525,000 | $1,050,000 | $441,000 | | TODD N. SHELDON | $600,000 | 41.7% | $62,500 | $250,000 | $500,000 | $210,000 | | KEVIN A. HENRY | $550,000 | 41.8% | $57,500 | $230,000 | $460,000 | $193,200 | | ROBERT T. O’SHAUGHNESSY | $800,000 | 65.6% | $131,250 | $525,000 | $1,050,000 | $441,000 |

  70. 2025 Annual Program

    (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.

  71. Pre-Tax Income Profit Participation Program

    | Name | 2025 Pre-Tax Income Profit Participation Program Target Payout Percentage | | RYAN R. MARSHALL | 0.1059% | | JAMES L. OSSOWSKI | 0.0280% | | MATTHEW KOART | 0.0409% | | TODD N. SHELDON | 0.0136% | | KEVIN A. HENRY | 0.0067% | | ROBERT T. O’SHAUGHNESSY | 0.0393% |

  72. Pre-Tax Income Profit Participation Program

    (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:

  73. Pre-Tax Income Profit Participation Program

    | Name | 2025 Pre-Tax Income Profit Participation Program Target Payout Percentagex | 2025 Adjusted Pre-Tax Income ($ in 000s)x | 2025 Pre-Tax Income Profit Participation Program Modifier | = | 2025 Pre-Tax Income Profit Participation Program Actual Payout | | RYAN R. MARSHALL | 0.1059%x | $3,113,563x | 121.9% | = | $4,018,452 | | JAMES L. OSSOWSKI | 0.0280%x | $3,113,563x | 121.9% | = | $1,062,019 | | MATTHEW KOART | 0.0409%x | $3,113,563x | 121.9% | = | $1,549,974 | | TODD N. SHELDON | 0.0136%x | $3,113,563x | 121.9% | = | $516,658 | | KEVIN A. HENRY | 0.0067%x | $3,113,563x | 121.9% | = | $252,588 | | ROBERT T. O’SHAUGHNESSY | 0.0393%x | $3,113,563x | 121.9% | = | $1,492,568 |

  74. Long-Term Equity Incentive Compensation

    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 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 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.

  75. Annual Performance-Based Equity awards – LTI Program

    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.

  76. Annual Performance-Based Equity awards – LTI Program

    | 40 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  77. Annual Performance-Based Equity awards – LTI Program

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  78. Annual Performance-Based Equity awards – LTI Program

    | Performance Peer Group Rank | Achievement | | 1 | 200% | | 2 | 170% | | 3 | 150% | | 4 | 120% | | 5 | 100% | | 6 | 80% | | 7 | 60% | | 8 | 40% | | 9 | 20% | | 10 | 0% |

  79. Annual Performance-Based Equity awards – LTI Program

    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.

  80. Award Opportunity Under 2025-2027 LTI Program

    Award Opportunity Under 2025-2027 LTI Program

  81. Award Opportunity Under 2025-2027 LTI Program

    | Executive | Base Salary(1) | Target as % of Salary(2) | Threshold | Target | Maximum | | RYAN R. MARSHALL | $1,000,000 | 540.0% | $2,700,000 | $5,400,000 | $10,800,000 | | JAMES L. OSSOWSKI | $650,000 | 166.2% | $540,000 | $1,080,000 | $2,160,000 | | MATTHEW KOART | $800,000 | 200.6% | $802,500 | $1,605,000 | $3,210,000 | | TODD N. SHELDON | $600,000 | 130.0% | $390,000 | $780,000 | $1,560,000 | | KEVIN A. HENRY | $550,000 | 109.1% | $300,000 | $600,000 | $1,200,000 | | ROBERT T. O’SHAUGHNESSY | $800,000 | 103.1% | $412,500 | $825,000 | $1,650,000 |

  82. Award Opportunity Under 2025-2027 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.

  83. Outstanding Performance-Based Equity Awards under the LTI Program

    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.

  84. Outstanding Performance-Based Equity Awards under the LTI Program

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 41 |

  85. Outstanding Performance-Based Equity Awards under the LTI Program

    | Table of Contents | | | | COMPENSATION DISCUSSION AND ANALYSIS |

  86. Outstanding Performance-Based Equity Awards under the LTI Program

    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.

  87. Outstanding Performance-Based Equity Awards under the LTI Program

    | 2023-2025 LTI Program Consolidated Goals(1) | | | | | | | | | | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Performance Results | Achieved Payout (of target) | Weighted Payout | | Relative TSR(2) | 33.40% | Ranked 6th in peer group | Ranked 4th in peer group | Ranked 1st in peer group | 2 of 9 | 194.5% | 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% |

  88. Outstanding Performance-Based Equity Awards under the LTI Program

    (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.

  89. 2026 Long Term Equity Incentive Awards

    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

  90. 2026 Long Term Equity Incentive Awards

    | 42 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  91. 2026 Long Term Equity Incentive Awards

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  92. 2026 Long Term Equity Incentive Awards

    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:

  93. 2026 Long Term Equity Incentive Awards

    | | 2025-2027 LTI Program Target | | 2026-2028 LTI Program Target | | | Executive | # | Value | # | Value | | RYAN R. MARSHALL | 48,411 | $5,400,000 | 43,755 | $5,850,000 | | JAMES L. OSSOWSKI | 9,683 | $1,080,000 | 9,425 | $1,260,000 | | MATTHEW KOART | 14,389 | $1,605,000 | 12,903 | $1,725,000 | | TODD N. SHELDON | 6,993 | $780,000 | 6,732 | $900,000 | | KEVIN A. HENRY | 5,379 | $600,000 | 4,488 | $600,000 |

  94. 2026 Long Term Equity Incentive Awards

    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:

  95. 2026 Long Term Equity Incentive Awards

    | | Time-Based Restricted Share Units(1) | | | Executive | # | Value(2) | | RYAN R. MARSHALL | 29,170 | $3,900,029 | | JAMES L. OSSOWSKI | 6,283 | $840,037 | | MATTHEW KOART | 8,602 | $1,150,087 | | TODD N. SHELDON | 4,488 | $600,046 | | KEVIN A. HENRY | 2,992 | $400,030 |

  96. 2026 Long Term Equity Incentive Awards

    (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.

  97. Severance Arrangements

    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.

  98. Severance Arrangements

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 43 |

  99. Severance Arrangements

    | Table of Contents | | | | COMPENSATION DISCUSSION AND ANALYSIS |

  100. Severance Arrangements

    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 at www.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.

  101. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below sets forth information concerning the compensation of our named executive officers for 2025 and, to the extent required by SEC disclosure rules, 2024 and 2023.

  102. 2025 Summary Compensation Table

    | Name and Principal Position | Year | | Salary ($) | Bonus | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | RYAN R. MARSHALL President and CEO | | 2025 | $1,000,000 | — | $9,074,953 | $5,278,452 | — | $39,861 | $15,393,266 | | | | 2024 | $1,000,000 | — | $9,226,706 | $8,131,504 | — | $78,958 | $18,437,168 | | | | 2023 | $1,000,000 | — | $7,406,576 | $4,089,119 | — | $35,213 | $12,530,908 | | JAMES L. OSSOWSKI(4) EVP & CFO | | 2025 | $650,000 | — | $1,815,103 | $1,377,019 | — | $26,008 | $3,868,130 | | MATTHEW KOART(4) EVP & COO | | 2025 | $794,780 | — | $2,697,347 | $1,990,974 | $1,572 | $184,205 | $5,668,878 | | | | 2024 | $750,000 | — | $2,691,289 | $3,029,294 | $415 | $162,700 | $6,633,698 | | | | 2023 | $467,308 | — | $2,049,500 | $1,596,589 | $603 | $82,257 | $4,196,257 | | TODD N. SHELDON EVP GC & Corp Secretary | | 2025 | $594,780 | — | $1,310,883 | $726,658 | — | $57,362 | $2,689,683 | | | | 2024 | $550,000 | — | $1,281,521 | $1,159,765 | — | $25,960 | $3,017,246 | | | | 2023 | $550,000 | — | $963,264 | $1,122,280 | — | $29,556 | $2,665,100 | | KEVIN A. HENRY(4) EVP & Chief People Officer | | 2025 | $550,000 | — | $1,008,328 | $445,788 | — | $29,060 | $2,033,176 | | | | 2024 | $550,000 | — | $922,559 | $782,552 | — | $18,460 | $2,273,571 | | | | 2023 | $294,039 | — | $709,482 | $599,635 | — | $12,705 | $1,615,861 | | ROBERT T. O’SHAUGHNESSY Former EVP & CFO | | 2025 | $800,000 | — | $1,386,578 | $1,933,568 | — | $38,966 | $4,159,112 | | | | 2024 | $800,000 | — | $2,691,289 | $2,955,987 | — | $23,453 | $6,470,729 | | | | 2023 | $750,000 | — | $2,042,003 | $2,055,699 | — | $21,886 | $4,869,588 |

  103. 2025 Summary Compensation Table

    (1) The amounts reported in this column for 2025 are awards granted pursuant to the Company’s 2022 Stock Incentive Plan and are valued based on the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited financial statements included in our Annual Report for the fiscal year ended December 31, 2025. The amounts included in the Stock Awards column for the PSUs granted during 2025 to each of the named executive officers are calculated based on the probable satisfaction of the performance conditions for such awards. Assuming the highest level of performance is achieved for the 2025-2027 PSU awards, the maximum value of these awards at the grant date would be as follows: Mr. Marshall—$10,800,000; Mr. Ossowski—$2,160,000; Mr. Koart—$3,210,000; Mr. Sheldon—$1,560,000; Mr. Henry—$1,200,000; and Mr. O’Shaughnessy—$1,650,000. (2) For 2025, the amounts reflect the actual cash payouts received under the Annual Program and Pre-Tax Income Profit Participation Program, as follows: Mr. Marshall—Annual Program—$1,260,000, Pre-Tax Income Profit Participation Program—$4,018,452; Mr. Ossowski—Annual Program—$315,000, Pre-Tax Income Profit Participation Program— $1,062,019; Mr. Koart—Annual Program—$441,000, Pre-Tax Income Profit Participation Program—$1,549,974; Mr. Sheldon—Annual Program—$210,000, Pre-Tax Income Profit Participation Program—$516,658; Mr. Henry—Annual Program—$193,200, Pre-Tax Income Profit Participation Program—$252,588; and Mr. O’Shaughnessy—Annual Program—$441,000, Pre-Tax Income Profit Participation Program—$1,492,568. (3) Amounts in this column consist of (i) the cost of financial planning services reimbursed for each of the named executive officers, (ii) life insurance premiums for each of the named executive officers, (iii) reimbursement of the cost of an annual executive physical (which for healthcare privacy reasons each named executive officer has been attributed a cost of $3,728 regardless of whether such benefit was used), (iv) a Company match under the Company’s 401(k) plan up to $14,000 for each named executive officer, (v) with respect to Mr. Koart, $12,000 in monthly stipends, and (vi) reimbursements pursuant to the Company's executive security program as follows - Mr. Marshall - $4,608, Mr. Koart - $14,024, Mr. Sheldon - $31,421, and Mr. Henry - $20,980. (4) Mr. Ossowski was not a named executive officer for 2023 or 2024. Messrs. Koart and Henry commenced employment with the Company effective May 18, 2023 and June 20, 2023, respectively.

  104. 2025 Summary Compensation Table

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 47 |

  105. 2025 Summary Compensation Table

    | Table of Contents | | | | 2025 EXECUTIVE COMPENSATION |

  106. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table sets forth information concerning award opportunities under our LTI Program and grants under the 2022 Stock Incentive Plan to the named executive officers during the fiscal year ended December 31, 2025.

  107. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option | | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | Awards(1) | | RYAN R. MARSHALL | (2) | $375,000 | $1,500,000 | $3,000,000 | | | | | | | | (3) | | $3,639,902 | | | | | | | | | 2/5/2025(4) | | | | 24,206 | 48,411 | 96,822 | | $5,474,950 | | | 2/5/2025(5) | | | | | | | 32,274 | $3,600,003 | | JAMES L. OSSOWSKI | (2) | $93,750 | $375,000 | $750,000 | | | | | | | | (3) | | $961,974 | | | | | | | | | 2/5/2025(4) | | | | 4,842 | 9,683 | 19,366 | | $1,095,080 | | | 2/5/2025(5) | | | | | | | 6,455 | $720,023 | | MATTHEW KOART | (2) | $131,250 | $525,000 | $1,050,000 | | | | | | | | (3) | | $1,403,962 | | | | | | | | | 2/5/2025(4) | | | | 7,195 | 14,389 | 28,778 | | $1,627,296 | | | 2/5/2025(5) | | | | | | | 9,593 | $1,070,051 | | TODD N. SHELDON | (2) | $62,500 | $250,000 | $500,000 | | | | | | | | (3) | | $467,987 | | | | | | | | | 2/5/2025(4) | | | | 3,497 | 6,993 | 13,986 | | $790,860 | | | 2/5/2025(5) | | | | | | | 4,662 | $520,023 | | KEVIN A. HENRY | (2) | $57,500 | $230,000 | $460,000 | | | | | | | | (3) | | $228,794 | | | | | | | | | 2/5/2025(4) | | | | 2,690 | 5,379 | 10,758 | | $608,328 | | | 2/5/2025(5) | | | | | | | 3,586 | $400,000 | | ROBERT T. O’SHAUGHNESSY | (2) | $131,250 | $525,000 | $1,050,000 | | | | | | | | (3) | | $1,351,964 | | | | | | | | | 2/5/2025(4) | | | | 3,699 | 7,397 | 14,794 | | $836,550 | | | 2/5/2025(5) | | | | | | | 4,931 | $550,028 |

  108. 2025 Grants of Plan-Based Awards Table

    (1) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and, in the case of the PSUs, are valued based upon the probable outcome of the applicable performance conditions. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited financial statements included in our Annual Report for the fiscal year ended December 31, 2025. (2) Consists of award opportunities under the Annual Program. For each of our named executive officers, the performance goals under the Annual Program were adjusted pre-tax income and operating margins. See the “Annual Incentive Compensation” section of the CD&A for further information regarding the Annual Program. (3) Consists of target payouts under the Pre-Tax Income Profit Participation Program for 2025. As noted in the CD&A, during 2025, each named executive officer was eligible to receive a payout under the Pre-Tax Income Profit Participation Program based on the Company’s adjusted pre-tax income performance and modified based on its performance relative to the Performance Peer Group. See the “Annual Incentive Compensation” section of the CD&A for further information regarding the Pre-Tax Income Profit Participation Program. (4) Represents the PSUs under the LTI Program relating to the Company’s performance for the 2025-2027 performance period. Vesting of the PSUs depends on the Company’s TSR, return on equity and operating margin performance, each relative to the Performance Peer Group, measured over the 2025-2027 performance period. The PSUs will be settled in Company common shares in accordance with the terms of the underlying award agreements. Please see the CD&A for further information regarding the 2025 PSU awards. (5) Consists of RSU awards under the 2022 Stock Incentive Plan, which are scheduled to vest on the third anniversary of the grant date. During the restriction period, the named executive officers are entitled to dividends which will be accrued and settled in cash upon vesting.

  109. 2025 Grants of Plan-Based Awards Table

    | 48 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  110. 2025 Grants of Plan-Based Awards Table

    | Table of Contents | | 2025 EXECUTIVE COMPENSATION |

  111. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding unvested share awards held by each of the named executive officers at December 31, 2025. As of December 31, 2025, none of our named executive officers held any outstanding option awards.

  112. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | RYAN R. MARSHALL | 128,094(3) | $15,020,302 | 198,700 | $23,299,562 | | JAMES L. OSSOWSKI | 13,747(4) | $1,611,973 | 28,422 | $3,332,764 | | MATTHEW KOART | 34,143(5) | $4,003,608 | 58,494 | $6,859,006 | | TODD N. SHELDON | 17,436(6) | $2,044,545 | 28,136 | $3,299,227 | | KEVIN A. HENRY | 11,793(7) | $1,382,847 | 20,946 | $2,456,128 | | ROBERT T. O’SHAUGHNESSY | 31,925(8) | $3,743,526 | 44,510 | $5,219,243 |

  113. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    (1) Reflects the value using the closing share price at the 2025 fiscal year end of $117.26. (2) Includes PSUs granted under the 2024-2026 LTI Program and 2025-2027 LTI Program that will vest on December 31, 2026 and December 31, 2027, respectively, following the completion of the three-year performance periods. The PSUs granted under the 2024-2026 LTI Program and the 2025-2027 LTI Program will be settled based on the Company’s TSR, return on equity and operating margin performance each relative to the Performance Peer Group, with each goal weighted equally. In accordance with SEC executive compensation disclosure rules, these awards are being reported based on achieving the maximum performance goals with respect to both performance periods. For the 2024-2026 performance period, the named executive officers had outstanding PSU awards at maximum in the following share amounts: Mr. Marshall—101,878; Mr. Ossowski—9,056; Mr. Koart—29,716; Mr. Sheldon—14,150; Mr. Henry—10,188; and Mr. O’Shaughnessy—29,716. For the 2025-2027 performance period, the named executive officers had outstanding PSU awards at maximum in the following share amounts: Mr. Marshall—96,822; Mr. Ossowski—19,366; Mr. Koart—28,778; Mr. Sheldon—13,986; Mr. Henry—10,758; and Mr. O’Shaughnessy—14,794. (3) This amount includes 841 RSUs that vested on January 31, 2026, 61,019 RSUs that vested on February 1, 2026, 33,960 RSUs that are scheduled to vest on January 31, 2027 and 32,274 RSUs that are scheduled to vest on February 5, 2028. (4) This amount includes 176 RSUs that vested on January 31, 2026, 4,097 RSUs that vested on February 1, 2026, 3,019 RSUs that are scheduled to vest on January 31, 2027 and 6,455 RSUs that are scheduled to vest on February 5, 2028. (5) This amount includes 327 RSUs that vested on January 31, 2026, 14,318 RSUs that are scheduled to vest on May 18, 2026, 9,905 RSUs that are scheduled to vest on January 31, 2027, and 9,593 RSUs that are scheduled to vest on February 5, 2028. (6) This amount includes 211 RSUs that vested on January 31, 2026, 7,846 RSUs that vested on February 1, 2026, 4,717 RSUs that are scheduled to vest on January 31, 2027, and 4,662 RSUs that are scheduled to vest on February 5, 2028. (7) This amount includes 112 RSUs that vested on January 31, 2026, 4,699 RSUs that are scheduled to vest on June 20, 2026, 3,396 RSUs that are scheduled to vest on January 31, 2027, and 3,586 RSUs that are scheduled to vest on February 5, 2028. (8) This amount includes 526 RSUs that vested on January 31, 2026, 16,563 RSUs that vested on February 1, 2026, 9,905 RSUs that are scheduled to vest on January 31, 2027, and 4,931 RSUs that are scheduled to vest on February 5, 2028.

  114. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 49 |

  115. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | Table of Contents | | | | 2025 EXECUTIVE COMPENSATION |

  116. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table provides information regarding the vesting of share awards for each of the named executive officers during 2025. During 2025, none of our named executive officers held any outstanding option awards.

  117. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | RYAN R. MARSHALL | — | — | 222,247 | $26,010,340 | | JAMES L. OSSOWSKI | — | — | 20,063 | $2,341,573 | | MATTHEW KOART | — | — | 28,350 | $3,347,852 | | TODD N. SHELDON | — | — | 32,997 | $3,856,191 | | KEVIN A. HENRY | — | — | 9,304 | $1,098,709 | | ROBERT T. O’SHAUGHNESSY | — | — | 73,197 | $8,550,303 |

  118. 2025 Option Exercises and Stock Vested Table

    (1) Included in this column are RSUs that vested on February 1, 2025 and February 2, 2025, with the value determined based on the number of RSUs vesting multiplied by the average market value of the Company’s stock on the applicable vesting date. Also included in this column is the value of the performance-based awards that vested under the 2023-2025 LTI Program based on performance and service through December 31, 2025, with the value determined based on the average market value of the Company’s stock on December 31, 2025.

  119. 2025 Non-Qualified Deferred Compensation Table

    2025 Non-Qualified Deferred Compensation Table The following table provides information regarding the Company’s Non-Qualified Deferral Program.

  120. 2025 Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY | | Registrant Contributions in Last FY | Aggregate Earnings in Last FY (1) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | RYAN R. MARSHALL | | - | - | - | - | - | | JAMES L. OSSOWSKI | | - | - | - | - | - | | MATTHEW KOART | | $500,000 | - | $34,652 | $32,677 | $653,385 | | TODD N. SHELDON | | - | - | - | - | - | | KEVIN A. HENRY | | - | - | - | - | - | | ROBERT T. O’SHAUGHNESSY | | - | - | - | - | - |

  121. 2025 Non-Qualified Deferred Compensation Table

    (1) Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table for 2024 and 2023: Mr. Koart - $1,018.

  122. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Committee has adopted an Executive Severance Policy, which provides for the payment of certain benefits to named executive officers and other eligible executives and key employees of the Company upon a qualifying termination of employment. Under the terms of the policy, a qualifying termination of employment is generally defined as a termination of employment other than due to cause, death, disability, resignation other than for constructive termination or as a result of a sale, spin-off, other divestiture, merger or other business combination where the executive obtains or is offered comparable employment with the resulting entity. In the event of a qualifying termination of employment, the Executive Severance Policy provides for the following severance benefits, subject to the executive’s timely execution of a release and restrictive covenant agreement. Due to his retirement, Mr. O'Shaughnessy was not eligible to receive severance benefits under the Severance Policy. Severance Pay. For named executive officers employed by the Company for five or more years as of the termination date, a severance payment equal to 1/12 of the executive’s base salary in effect as of the termination date, multiplied by 24. For named executive officers employed by the Company for less than five years as of the termination date, a severance payment equal to 1/12 of the executive’s base salary in effect as of the termination date, multiplied by 18. As of December 31, 2025, Messrs. Marshall, Ossowski and Sheldon were each eligible to receive a multiple equal to 24 and Messrs. Koart and Henry were each eligible to receive a multiple equal to 18. Bonus. The executive will receive a prorated bonus under the Annual Incentive Program for the year in which the termination occurs, calculated based on actual performance during the year. In lieu of this prorated bonus, an executive who experiences a qualifying termination of employment within two years following a Change in Control (as defined in the Executive Severance Policy) will receive an amount equal to 1/12 of his or her target bonus, multiplied by 24 (in the case of Messrs. Marshall, Ossowski and Sheldon) or 18 (in the case of Messrs. Koart and Henry). Continued Benefits Coverage. Provided that the executive properly elects continued health care coverage under applicable law, a payment equal to the difference between active employee premiums and continuation coverage premiums for up to 18 months of coverage. In addition, the Committee has adopted a Retirement Policy which clarifies the definition of retirement for purposes of determining the treatment of equity and long-term incentive awards following a qualifying retirement. Under the policy, a qualifying retirement will occur upon a separation from the Company (i) on or after attaining age 60 and completing five consecutive years of service or (ii) on or after attaining age 55 and completing ten consecutive years of service; in both cases, provided that the employee gives at least six months’ notice to the Company. In the event of a qualifying retirement, the Retirement Policy provides for outstanding equity and long-term incentive awards to be treated as follows, subject to the employee’s timely execution of a release and restrictive covenant agreement: Time-Based RSUs. For any outstanding time-based RSU awards granted before 2024, fifty percent (50%) of the Company common shares subject to the award that were not vested immediately prior to the employee’s qualifying retirement will vest upon such retirement date. The remaining Company common shares subject to the award will continue to vest in accordance with the original vesting schedule set forth in the underlying agreement. Beginning with RSU grants in 2024, one hundred percent (100%) of such time-based RSU awards will remain outstanding and will continue to vest in accordance with the original vesting schedule. Stock Options. Any outstanding stock options will be exercisable only to the extent that the options are exercisable as of such retirement date or become exercisable pursuant to the terms of the underlying agreement. Performance-Based Awards. Performance-based equity awards will vest based on actual performance during the performance period, except that any performance-based equity awards granted in the same calendar year of a participant’s qualifying retirement will be forfeited. Additionally, upon a qualifying retirement, the employee is eligible for the employee’s annual bonus under the 2025 Annual Program and the Pre-Tax Income Profit Participation Program, in each case, based on actual performance of the Company and prorated based on the number of days employee was employed in the year in which retirement occurs. As of December 31, 2025, Mr. O’Shaughnessy and Mr. Ossowski were our only named executive officers who satisfied the age and service requirements under the Retirement Policy. Because Mr. O'Shaughnessy provided advance notice of his retirement, Mr. O'Shaughnessy's retirement on March 6, 2026 constituted a qualifying retirement for purposes of the Retirement Policy. If Mr. O'Shaughnessy had experienced a qualifying retirement on December 31, 2025, Mr. O’Shaughnessy was entitled to continue vesting in RSU awards with respect to 31,925 shares valued at $3,743,526, based on our December 31, 2025 share price, with 8,432 shares vesting immediately upon such retirement. Mr. O'Shaughnessy would also vest in his outstanding performance-based awards based on actual performance during the performance period (valued at $3,223,161, based on our December 31, 2025 share price and target performance). If Mr. Ossowski had experienced a qualifying retirement on December 31, 2025, he would have been eligible to continue vesting in RSU awards with respect to 13,747 shares valued at $1,611,973, based on our December 31, 2025 share price, with 2,049 shares vesting immediately upon such retirement) and vesting of his outstanding performance-based awards based on actual performance during the performance period (valued at $982,264, based on our December 31, 2025 share price and target performance).

  123. Potential Payments Upon Termination or Change in Control

    | 52 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  124. Potential Payments Upon Termination or Change in Control

    | Table of Contents | | 2025 EXECUTIVE COMPENSATION |

  125. Potential Payments Upon Termination or Change in Control

    Our 2022 Stock Incentive Plan and LTI Programs provide for the payment of awards following a change in control and certain terminations of employment. In general, our 2022 Stock Incentive Plan and LTI Programs define a change in control as follows: The acquisition by any individual, entity or group of the beneficial ownership of 40% or more of the then outstanding Company common shares of the Company or the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors; Individuals who constitute the Board as of the date of the applicable Stock Incentive Plan or future directors approved by such Board cease for any reason to constitute at least a majority of such Board; Subject to certain exceptions contained in the 2022 Stock Incentive Plan, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company; or The consummation of a plan of complete liquidation or dissolution of the Company. The tables below reflect the amount of compensation to be received by each of the named executive officers in the event of a change in control and certain terminations of each executive’s employment. The amounts shown assume that such change in control or termination was effective as of December 31, 2025, and thus include amounts earned through such time and are estimates of the amounts which would be received by the executives upon a change in control or their termination. The calculations in the tables below are based on our closing share price on December 31, 2025 of $117.26 per share. The actual amounts to be received by the executives can only be determined at the time of such change in control or separation from the Company.

  126. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following disclosure about the relationship of the median of the annual total compensation of our employees to the annual total compensation of Mr. Marshall, our President and Chief Executive Officer. Ratio For 2025, The median of the annual total compensation of all of our employees, other than Mr. Marshall, was $108,122. Mr. Marshall’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $15,393,266. Based on this information, the ratio of the annual total compensation of Mr. Marshall to the median of the annual total compensation of all employees was estimated to be 142 to 1. Identification of Median Employee We selected December 31, 2025 as the date on which to determine our median employee. As of that date, we had approximately 6,762 employees. For purposes of identifying the median employee, we considered the W-2 wages of all employees in the Company’s full-time employee population. In addition, we measured compensation for purposes of determining the median employee using the 12-month period ended December 31, 2025. In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2025 Summary Compensation Table with respect to each of the named executive officers.

  127. Pay Ratio Disclosure

    | 56 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  128. Pay Ratio Disclosure

    | PAY VERSUS PERFORMANCE |

  129. Pay Ratio Disclosure

    The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our named executive officers, as calculated in accordance with SEC disclosure rules:

  130. Pay Ratio Disclosure

    | Pay Versus Performance | | | | | | | | | | Year(1) | | | | | Value Of Initial Fixed $100 Investment Based On: (4) | | | | | | Summary Compensation Table Total For PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total For Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid To Non-PEO Named Executive Officers ($)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($000s) | Adjusted Pre-Tax Income ($)(6) | | 2025 | 15,393,266 | 24,268,797 | 3,683,796 | 5,664,796 | 285.70 | 183.73 | 2,218,730 | 3,113,563 | | 2024 | 18,437,168 | 24,987,189 | 4,598,811 | 5,725,542 | 263.19 | 192.88 | 3,083,262 | 4,260,858 | | 2023 | 12,530,908 | 39,665,057 | 2,876,471 | 5,515,664 | 247.74 | 188.14 | 2,602,372 | 3,675,219 | | 2022 | 14,484,024 | 10,931,300 | 4,404,050 | 3,902,172 | 108.29 | 110.95 | 2,617,317 | 3,638,086 | | 2021 | 16,149,555 | 20,598,773 | 5,000,888 | 5,794,393 | 134.05 | 149.77 | 1,946,320 | 2,768,070 |

  131. Pay Ratio Disclosure

    (1) Mr. Marshall has served as the Principal Executive Officer (“PEO”) for the entirety of 2025, 2024, 2023, 2022 and 2021 and our other named executive officers for the applicable years were as follows: • 2025: James L. Ossowski; Matthew Koart; Todd N. Sheldon; Kevin A. Henry; and Robert T. O’Shaughnessy. • 2024: Robert T. O’Shaughnessy; Matthew Koart; Todd N. Sheldon; and Kevin A. Henry. • 2023: Robert T. O’Shaughnessy; Matthew Koart; Todd N. Sheldon; Kevin A. Henry; John J. Chadwick; and Michelle H. Hairston. • 2022: Robert T. O’Shaughnessy; John J. Chadwick; Todd N. Sheldon; and Michelle H. Hairston. • 2021: Robert T. O’Shaughnessy; John J. Chadwick; Todd N. Sheldon; and Michelle H. Hairston. (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Marshall and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other named executive officers reported for the applicable year other than the PEO for such years. (3) To calculate “compensation actually paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Marshall and for the average of the other named executive officers is set forth following the footnotes to this table. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (5) The TSR Peer Group consists of the Dow Jones U.S. Select Home Construction Index, an independently prepared index that includes companies in the home construction industry. (6) As noted in the CD&A, for 2025, the Compensation Committee determined that adjusted pre-tax income continues to be viewed as a core driver of the Company’s performance and shareholder value creation and, accordingly, was utilized as a component in the Company’s Annual Program and Pre-Tax Income Profit Participation Program. 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. 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.

  132. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 57 |

  133. Pay Ratio Disclosure

    | Table of Contents | | PAY VERSUS PERFORMANCE |

  134. Pay Ratio Disclosure

    Reconciliation of Compensation Actually Paid Adjustments

  135. Pay Ratio Disclosure

    | Year | Summary Compensation Table Total ($)(a) | (Minus) Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($)(b) | Plus Fair Value At fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($)(c) | Plus/(Minus) Change in Fair Value of Outstanding And Unvested Stock Awards Granted in Prior Fiscal Years ($)(d) | Plus Fair Value At Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year ($)(e) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(f) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Equals Compensation Actually Paid ($) | | Ryan R. Marshall | | | | | | | | | | 2025 | 15,393,266 | (9,074,953) | 13,261,154 | 2,484,286 | — | 2,205,044 | — | 24,268,797 | | 2024 | 18,437,168 | (9,226,706) | 12,610,748 | 1,852,057 | — | 1,313,922 | — | 24,987,189 | | 2023 | 12,530,908 | (7,406,576) | 18,236,896 | 13,634,578 | — | 2,669,251 | — | 39,665,057 | | 2022 | 14,484,024 | (8,605,099) | 6,699,396 | (1,056,262) | — | (590,759) | — | 10,931,300 | | 2021 | 16,149,555 | (7,000,001) | 8,978,946 | 2,330,059 | — | 140,214 | — | 20,598,773 | | Other Named Executive Officers (Average)(h) | | | | | | | | | | 2025 | 3,683,796 | (1,643,648) | 2,401,848 | 412,145 | — | 810,655 | — | 5,664,796 | | 2024 | 4,598,811 | (1,896,665) | 2,592,298 | 299,705 | — | 131,393 | — | 5,725,542 | | 2023 | 2,876,471 | (1,283,034) | 2,436,639 | 1,120,634 | — | 364,954 | — | 5,515,664 | | 2022 | 4,404,050 | (1,864,740) | 1,679,345 | (189,553) | — | (126,930) | — | 3,902,172 | | 2021 | 5,000,888 | (1,162,523) | 1,491,175 | 440,962 | — | 23,891 | — | 5,794,393 |

  136. Pay Ratio Disclosure

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other named executive officers, amounts shown represent averages. (b) Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (d) Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g) Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h) See footnote 1 above for the named executive officers included in the average for each year.

  137. Pay Ratio Disclosure

    | 58 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  138. Pay Ratio Disclosure

    | Table of Contents | | | | PAY VERSUS PERFORMANCE |

  139. Pay Ratio Disclosure

    Relationship Between Pay and Performance We believe the “compensation actually paid” in each of the years reported above and over the four-year cumulative period are reflective of the Committee’s emphasis on “pay for performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our Annual Program and our LTI Program, including our adjusted pre-tax income performance. The following graphics reflect the relationship between the compensation actually paid to our NEOs and our TSR, net income and adjusted pre-tax income (“APTI”), respectively, as well as our TSR versus the TSR of the TSR Peer Group.

  140. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 59 |

  141. Pay Ratio Disclosure

    | Table of Contents | | PAY VERSUS PERFORMANCE |

  142. Pay Ratio Disclosure

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the named executive officers for 2025. Please see the “CD&A” for a further description of the metrics used in the Company’s executive compensation program. • Adjusted Pre-Tax Income • Operating Margin • Relative Total Shareholder Return • Relative Return on Equity • Relative Operating Margin

  143. Pay Ratio Disclosure

    | 60 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  144. Pay Ratio Disclosure

    | EQUITY COMPENSATION PLAN INFORMATION |

  145. Pay Ratio Disclosure

    The following table provides information as of December 31, 2025 with respect to Company common shares that may be issued under our existing equity compensation plans:

  146. Pay Ratio Disclosure

    | Plan Category | Number of Common Shares to be Issued Upon Exercise of Outstanding Options (a) | Weighted-Average Exercise Price of Outstanding Options (b) | Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Common Shares Reflected in Column (a)) (c) | | Equity compensation plans approved by shareholders | 0 | $0 | 9,932,623 | | Equity compensation plans not approved by shareholders | — | — | — | | Total | 0 | $0 | 9,932,623 |

  147. Pay Ratio Disclosure

    Information regarding the material features of the equity compensation plans under which equity securities are authorized for issuance as of December 31, 2025 is included in Note 7 to the Company’s consolidated financial statements included in the Annual Report.

  148. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 61 |

  149. Pay Ratio Disclosure

    | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |

  150. Pay Ratio Disclosure

    We or one of our subsidiaries may occasionally enter into transactions with a “related party.” Related parties include our executive officers, directors, nominees for director, 5% or more beneficial owners of our Company common shares, and immediate family members of these persons. We refer to transactions involving amounts in excess of $120,000 and in which the related party has a direct or indirect material interest as an “interested transaction.” The Nominating and Governance Committee of the Board conducts a reasonable prior review and oversight of transactions pursuant to our written Related Party Transaction Policies. Each interested transaction must be approved or ratified by the Nominating and Governance Committee of the Board in accordance with our written Related Party Transaction Policies. The Nominating and Governance Committee will consider, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances as well as the extent of the related party’s interest in the transaction. Quinten Payne, the son-in-law of Thomas J. Folliard, our non-Executive Chairman of the Board, is employed by the Company as a manager in our asset management function working out of the Company’s Central Florida Division. Mr. Payne's employment began with the Company prior to his marriage into Mr. Folliard's family. In fiscal year 2025, the aggregate compensation paid to Mr. Payne, including base salary, bonus and equity compensation, was less than $250,000. Mr. Payne’s aggregate compensation is similar to the aggregate compensation of other employees holding similar positions. Since January 1, 2025, there have been no other interested transactions or proposed interested transactions. Our Related Party Transaction Policies provide that the Nominating and Governance Committee has determined that the following types of transactions are pre-approved or ratified, as applicable, by the Nominating and Governance Committee, even if such transactions involve amounts in excess of $120,000: employment by the Company of an executive officer of the Company if: (i) the related compensation is required to be reported in our proxy statement or (ii) the compensation would have been reported in our proxy statement if the executive officer was a named executive officer and the executive officer is not an immediate family member of another executive officer or director of the Company; compensation paid to a director if the compensation is required to be reported in our proxy statement; any transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues; any charitable contribution grant or endowment by the Company to a charitable organization, foundation or university at which a related party’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts; any transaction where the related party’s interest arises solely from the ownership of the Company’s common shares and all holders of the Company’s common shares received the same benefit on a pro rata basis; and any transaction involving a related party where the rates or charges involved are determined by competitive bids.

  151. Pay Ratio Disclosure

    | 62 | PULTEGROUP, INC. | 2026 PROXY STATEMENT |

  152. Pay Ratio Disclosure

    | REPORT OF AUDIT COMMITTEE |

  153. Pay Ratio Disclosure

    The Audit Committee is comprised of four directors, all of whom meet the independence standards contained in the applicable NYSE and SEC rules, and operates under a written charter adopted by the Audit Committee. The Audit Committee selects, subject to shareholder ratification, the Company’s independent public accountants. PulteGroup management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent public accountants, Ernst & Young LLP, are responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, as well as an independent audit of the Company’s internal control over financial reporting and issuing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee monitors the Company’s financial reporting process and reports to the Board of Directors on its findings. During the last year, the Audit Committee met and held discussions with management and Ernst & Young LLP. The Audit Committee reviewed and discussed with PulteGroup management and Ernst & Young LLP the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Audit Committee also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence. The Audit Committee also discussed and confirmed with Ernst & Young LLP such firm’s independence. The Audit Committee also considered whether the provision of other non-audit services by Ernst & Young LLP to the Company is compatible with maintaining the independence of Ernst & Young LLP, and the Audit Committee concluded that the independence of Ernst & Young LLP is not compromised by the provision of such services. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

  154. Pay Ratio Disclosure

    | Members of the Audit Committee as of December 31, 2025 André J. Hawaux, Chair Kristen Actis-Grande Brian P. Anderson Cheryl W. Grisé |

  155. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2026 PROXY STATEMENT | 63 |

  156. Pay Ratio Disclosure

    | OTHER AUDIT MATTERS |