DEF 14A of Horton D R Inc /De/, Dec 10, 2025

DEF 14A of Horton D R Inc /De/

Filed Dec 10, 2025 · FY20250000882184-25-000114

Open on EDGAR

  1. Information Regarding the Director Nominees

    Information Regarding the Director Nominees The following table, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2026 Annual Meeting based upon information furnished by each director. The matrix below represents some of the key skills, experience and attributes that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of skills of our current directors. If an individual director is not listed as having a particular skill or experience, it does not signify an individual's lack of ability to contribute in that specific area. Rather, the matrix is intended to depict notable areas of expertise for each of our director nominees.

  2. Board of Directors Summary

    Board of Directors Summary

  3. Board of Directors Summary

    | | | | Skills, Experience and Attributes | | | | | | Nominees and Primary Occupation | Independent | Committee Membership | Real Estate/ Home- building | Leadership & Strategy | Public Company Executive Officer Experience | Finance, Accounting and/or Investment | Outside Board Experience | | David V. Auld | | Executive (C) | ü | ü | ü | ü | | | Executive Chairman, D.R. Horton, Inc. | | | | | | | | | Paul J. Romanowski | | Executive | ü | ü | ü | ü | | | President and CEO, D.R. Horton, Inc. | | | | | | | | | Brad S. Anderson | ü | Audit, Compensation | ü | ü | | ü | ü | | Vice Chair, Cushman & Wakefield | | | | | | | | | Benjamin S. Carson, Sr. | ü | Nominating and Governance (C) | ü | ü | | ü | ü | | Former Secretary of U.S. Department of Housing and Urban Development (HUD) | | | | | | | | | M. Chad Crow | ü | Compensation (C) | ü | ü | ü | ü | ü | | Retired President & CEO, Builders FirstSource | | | | | | | | | Elaine D. Crowley | ü | Audit* | | ü | ü | ü | ü | | Retired CFO, Mattress Giant Corporation | | | | | | | | | Maribess L. Miller | ü | Audit (C)*, Compensation | | ü | | ü | ü | | Retired Partner, PwC | | | | | | | | | Barbara R. Smith | ü | Nominating and Governance | | ü | ü | ü | ü | | Retired Chairman & CEO, Commercial Metals Company | | | | | | | |

  4. Board of Directors Summary

    (C) Committee Chair * Audit Committee Financial Expert Note: Michael Buchanan, who will have fulfilled his term as a director at the 2026 Annual Meeting, served as a member of the Nominating and Governance Committee through the 2026 Annual Meeting. A third member of the Nominating and Governance Committee will be appointed, effective January 15, 2026. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 7 Table of Contents Proposal One - Election of Directors

  5. Director Nominees

    Director Nominees

  6. Compensation of Directors

    Compensation of Directors Our Board of Directors approves the annual compensation and fees paid to our non-employee directors, as detailed in the "Non-Employee Director Compensation for Fiscal 2025" table. The Board's goal is to provide a mix of cash and equity compensation that appropriately reflects the responsibilities of each director's service to the Company and aligns with stockholder interest. Mr. Auld and Mr. Romanowski, as members of executive management, received no additional compensation for serving on the Board of Directors. The details of compensation for these individuals are discussed in the Compensation Discussion and Analysis ("CD&A") section beginning on page 25. Director Fees Paid in Cash. Non-employee directors receive cash compensation for attending Board and committee meetings in person, by telephone conference or virtually. In fiscal 2025, compensation for attending the meetings was $20,000 for each of the four quarterly meetings, not to exceed $80,000 for the year. Additional annual compensation of $5,000 was paid for each committee on which a director serves and $2,500 was paid to each committee chair. Compensation is paid quarterly and is prorated if the composition of the committees changes during the year. For fiscal 2026, the Board determined to maintain the same cash compensation amounts for director fees. Restricted Stock Units. Historically, our non-employee directors received retainer restricted stock unit awards every three years, vesting in equal installments over three years. These awards were last approved in January 2022 and no retainer grants were made during fiscal 2025. Historically, non-employee directors also received an annual award of restricted stock units concurrently with awards granted to a broad group of Company employees. In fiscal 2025, the Board revised its restricted stock unit awards practice for non-employee directors from a two-grant approach to a single-grant approach. In November 2024, the Board approved a restricted stock unit award of $235,000 or 1,445 restricted stock units for each non-employee director that vest ratably over five years, as reflected in table below. When a new non-employee director joins our Board, he or she is awarded restricted stock units at that time. Expenses and Health Care Plan. Non-employee directors are entitled to be reimbursed for reasonable expenses relating to his or her service on the Board and any committee, including travel, meals and other related expenses. Non-employee directors are also eligible to participate in the Company's health insurance plan, and Mr. Anderson, Mr. Buchanan and Mr. Crow elected to participate in the plan in fiscal 2025. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 21 Table of Contents Corporate Governance and Board Matters

  7. Non-Employee Director Compensation for Fiscal 2025

    Non-Employee Director Compensation for Fiscal 2025

  8. Non-Employee Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Barbara K. Allen(2) | $46,250 | — | $46,250 | | Brad S. Anderson | $90,000 | $225,362 | $315,362 | | Michael R. Buchanan | $85,000 | $225,362 | $310,362 | | Benjamin S. Carson, Sr. | $90,000 | $225,362 | $315,362 | | M. Chad Crow | $86,875 | $225,362 | $312,237 | | Elaine D. Crowley | $85,000 | $225,362 | $310,362 | | Maribess L. Miller | $92,500 | $225,362 | $317,862 | | Barbara R. Smith | $85,000 | $225,362 | $310,362 |

  9. Non-Employee Director Compensation for Fiscal 2025

    (1)The amounts represent the grant date fair value of $155.96 per unit for the 1,445 restricted stock units granted to each non-employee director on November 20, 2024, which vest ratably on an annual basis over five years. Ms. Allen did not receive any restricted stock unit grants during fiscal 2025 because she did not stand for election at our 2025 Annual Meeting. The grant date fair value of the restricted stock units was determined in accordance with the accounting guidance for share-based payments and reflects a discount for the lack of dividend accruals during the relevant vesting period. The Company recognizes expense for these awards over the respective vesting period. As of September 30, 2025, each non-employee director held the following number of unvested restricted stock units:

  10. Non-Employee Director Compensation for Fiscal 2025

    | Name | Unvested Restricted Stock Units | | Barbara K. Allen(2) | — | | Brad S. Anderson | 2,885 | | Michael R. Buchanan | 2,885 | | Benjamin S. Carson, Sr. | 3,226 | | M. Chad Crow | 2,501 | | Elaine D. Crowley | 2,501 | | Maribess L. Miller | 2,885 | | Barbara R. Smith | 2,501 |

  11. Non-Employee Director Compensation for Fiscal 2025

    (2)Ms. Allen did not stand for re-election at our 2025 Annual Meeting and completed her term as a director on January 16, 2025. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 22 Table of Contents

  12. Our Executive Compensation Principles Drive our Compensation Design

    | Executive Compensation Principles | Executive Compensation Objectives | | Business Resilience | PAchieve long-term sustainability of our business | | Alignment of Interests | PAlign executive and stockholder interests with the goal of maximizing long-term stockholder value | | Pay-for-Performance | PRecognize valuable short- and long-term individual contributions as well as overall Company performance | | Attract and Retain | PMotivate and retain highly qualified and experienced executives who are capable of driving strategic objectives |

  13. Our Executive Compensation Principles Drive our Compensation Design

    | Feature | Rationale and Impact | Business Resilience | Alignment of Interests | Pay for Performance | Attract and Retain | | Emphasize At-Risk and Performance- based Compensation | 92% of fiscal 2025 CEO Target Pay is contingent on performance ("at-risk") | P | P | P | | | Balance Short- and Long-Term Incentives | Reward for actions that are intended to create short and long-term stockholder value | P | P | P | P | | Equity Pay Mix | Majority of equity granted as Performance Stock Units ("PSUs") | P | P | P | P | | Annual Cash and Equity Incentive Tied to Profitability | Reward for profitability that creates stockholder value No guaranteed bonuses | P | P | P | P | | Stock Ownership Guidelines | Align executives' interests with those of long-term stockholders | | P | P | P | | Clawback and Anti-hedging and Pledging Policies | Mitigate compensation risk and reinforce strong alignment with stockholder interests | P | P | P | |

  14. Equity

    | 4% | Salary | 37% | PSUs | | 13% | PTI Bonus (Cash) | 33% | RSUs | | 13% | PTI Bonus (Equity) | | |

  15. Equity

    | 3% | Salary | 64% | PSUs | | 14% | PTI Bonus (Cash) | 5% | RSUs | | 14% | PTI Bonus (Equity) | | |

  16. (average)

    | 3% | Salary | | 14% | PTI Bonus (Cash) | | 14% | PTI Bonus (Equity) | | 63% | PSUs | | 6% | RSUs |

  17. Equity

    (1)The fixed portion of compensation includes the executive's base salary and the grant date fair value of time-based restricted stock units ("RSUs") that vest based on continued employment with the Company. Once granted, the value of RSUs fluctuates based on the Company's stock price. Percentages are rounded to the next whole number. The at-risk portion of compensation includes the executive's annual PTI Bonus and PSUs, which are at-risk based on Company performance against preestablished performance goals or criteria. (2)Cash compensation includes the executive's base salary and the portion of the PTI Bonuses paid in cash (50%). Equity compensation includes the remainder of the PTI Bonuses paid in common stock and the grant date fair value of PSUs and RSUs for each named executive officer. The Compensation Committee reviewed the key operating and financial results achieved in fiscal 2025 and determined that the mix of cash bonus and equity bonus was appropriate based on the results achieved. (See "Fiscal 2025 — PTI Bonus Results and Payout" on page 30.) D.R. HORTON, INC. | 2026 PROXY STATEMENT | 28 Table of Contents

  18. Components of Compensation

    | Pay Element | At- Risk | Purpose of Pay Element | What the Pay Element Rewards | | Key Highlights | | Base Salary | | Provide fixed base compensation for each executive | Skills, experience, competence, performance, responsibility, leadership and contribution to the Company | ü | Base salaries remained unchanged for all NEOs during fiscal 2025; amounts remain below comparable positions in our peer group | | PTI Bonus | ü | Encourage profitable growth, disciplined operational efficiency and cost control | Annual achievement of metrics that measure execution and results of strategic goals | ü | Subject to dollar cap for all NEOs | | | | | | ü | Payouts split equally between cash and equity | | PSUs | ü | Focus on longer-term performance and alignment with long- term stockholders | Achievement of multi-year financial performance goals and value creation | ü | Three-year performance period | | | | | | ü | PSUs comprise majority of target fiscal 2025 equity compensation | | | | | | ü | Performance metrics for operating returns, earnings and shareholder returns | | RSUs | | Alignment with stockholders and long- term stockholder returns | Long-term stockholder value creation | ü | Three- to five-year vesting provides retentive value | | Executive Chairman Pay At Risk % | | | 63% | | | | CEO Pay At Risk % | | | 92% | | | | Other NEOs Pay At Risk % | | | 91% | | |

  19. Cash Compensation: Base Salaries and Performance Bonuses

    Cash Compensation: Base Salaries and Performance Bonuses

  20. Fiscal 2025 – Pre-Tax Income Performance Bonus

    Fiscal 2025 – Pre-Tax Income Performance Bonus Consistent with our compensation philosophy to link pay with performance, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat each had the opportunity to earn a performance bonus ("PTI Bonus") based on the Company's pre-tax income ("PTI") earned during fiscal 2025. PTI is defined as consolidated income before income taxes, as reported by the Company in its consolidated financial statements prepared in accordance with generally accepted accounting principles. The Compensation Committee believes that strong profitability is a key driver of long-term stockholder value creation. The payout percentages and the maximum potential payout dollar amounts for each executive were set by the Compensation Committee at the beginning of the fiscal year and were subjectively determined rather than based on a specific formulaic methodology. The fiscal 2025 payout percentages for each NEO remained the same as for fiscal 2024 and the maximum payout dollar amount remained the same for all NEOs except for Mr. Auld (decrease of $4 million) and Mr. Romanowski (increase of $1 million), which the Compensation Committee determined was appropriate in light of market practices and the NEOs' responsibilities. The Compensation Committee also reserves the right to decrease, but not increase, the final earned PTI Bonus amounts at its discretion. Positive PTI must be achieved for any PTI bonus to be earned. If the Company has a pre-tax loss, then no bonuses would be earned under the PTI Bonus program. Consistent with fiscal 2024, earned PTI Bonuses are paid 50% in cash and 50% in Company stock for all NEOs. The maximum payout percentages for the PTI Bonus for each NEO and the bonuses earned under the PTI Bonus program in fiscal 2025 are shown in the following tables.

  21. PTI Bonus Payout Rates and Maximum Potential Payouts

    PTI Bonus Payout Rates and Maximum Potential Payouts

  22. PTI Bonus Payout Rates and Maximum Potential Payouts

    | | Percent of Pre-Tax Income | | | | Name | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | | David V. Auld | 0.10%(1) | 0.10% | 0.20% | | Paul J. Romanowski | 0.15%(2) | 0.15% | 0.10% | | Michael J. Murray | 0.125%(3) | 0.125% | 0.10% | | Bill W. Wheat | 0.10%(1) | 0.10% | N/A | | (1) Payout capped at $10 million with the amount earned split equally between cash and Company stock. | | | | | (2) Payout capped at $15 million with the amount earned split equally between cash and Company stock. | | | | | (3) Payout capped at $12.5 million with the amount earned split equally between cash and Company stock. | | | |

  23. PTI Bonus Payout Rates and Maximum Potential Payouts

    D.R. HORTON, INC. | 2026 PROXY STATEMENT | 30 Table of Contents

  24. Fiscal 2025 – PTI Bonus Results and Payout

    Fiscal 2025 – PTI Bonus Results and Payout The tables below set forth the Company's PTI and PTI Bonuses paid in cash and stock for fiscal 2025 to Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat:

  25. David V. Auld

    | | | Maximum Bonus Percentage | Total Bonus Earned | Portion of Bonus Paid | | | Semi-Annual Period | PTI | | | Cash | Stock | | 1st Semi-Annual Period Ended March 31, 2025 | $2,177,061,398 | 0.10% | $2,177,061 | $1,088,525 | $1,088,536 | | 2nd Semi-Annual Period Ended September 30, 2025 | $2,562,817,523 | 0.10% | $2,562,818 | $1,281,376 | $1,281,442 | | Annual Amount | $4,739,878,921 | 0.10% | $4,739,879 | $2,369,901 | $2,369,978 |

  26. Paul J. Romanowski

    | | | Maximum Bonus Percentage | Total Bonus Earned | Portion of Bonus Paid | | | Semi-Annual Period | PTI | | | Cash | Stock | | 1st Semi-Annual Period Ended March 31, 2025 | $2,177,061,398 | 0.15% | $3,265,592 | $1,632,788 | $1,632,804 | | 2nd Semi-Annual Period Ended September 30, 2025 | $2,562,817,523 | 0.15% | $3,844,226 | $1,922,139 | $1,922,087 | | Annual Amount | $4,739,878,921 | 0.15% | $7,109,818 | $3,554,927 | $3,554,891 |

  27. Michael J. Murray

    | | | Maximum Bonus Percentage | Total Bonus Earned | Portion of Bonus Paid | | | Semi-Annual Period | PTI | | | Cash | Stock | | 1st Semi-Annual Period Ended March 31, 2025 | $2,177,061,398 | 0.125% | $2,721,327 | $1,360,657 | $1,360,670 | | 2nd Semi-Annual Period Ended September 30, 2025 | $2,562,817,523 | 0.125% | $3,203,522 | $1,601,833 | $1,601,689 | | Annual Amount | $4,739,878,921 | 0.125% | $5,924,849 | $2,962,490 | $2,962,359 |

  28. Bill W. Wheat

    | | | Maximum Bonus Percentage | Total Bonus Earned | Portion of Bonus Paid | | | Semi-Annual Period | PTI | | | Cash | Stock | | 1st Semi-Annual Period Ended March 31, 2025 | $2,177,061,398 | 0.10% | $2,177,061 | $1,088,525 | $1,088,536 | | 2nd Semi-Annual Period Ended September 30, 2025 | $2,562,817,523 | 0.10% | $2,562,818 | $1,281,376 | $1,281,442 | | Annual Amount | $4,739,878,921 | 0.10% | $4,739,879 | $2,369,901 | $2,369,978 |

  29. Equity Compensation: Performance and Time-Based

    Equity Compensation: Performance and Time-Based Our Compensation Committee believes that performance and time-based equity awards should be the primary long-term components of our executive compensation program. These awards are intended to align the financial interests of our executive officers with those of our stockholders by focusing on maximizing Company performance over an extended period and supporting the retention of our talented executives. Performance Equity. Performance stock units ("PSUs") are earned by achieving defined performance goals over a three- year performance period. PSUs are designed to motivate our executives to deliver superior results on key metrics, measured relative to other companies or goals, which we believe will drive long-term value for stockholders. Time-Based Equity. Restricted stock units ("RSUs") vest over a three- or five-year time period, contingent on continued service to the Company. RSUs promote the retention of our experienced, high-performing executive officers whose skills, significant industry experience and strong past performance have been instrumental in the Company's success. Each year, the Compensation Committee determines the number and value of PSUs to be awarded for the upcoming three- year performance period, the maximum number of PSUs that could be earned and the number and value of RSUs to be awarded, as well as all other components of each executive's compensation.

  30. Fiscal 2025 Equity Incentive Awards – Target 2027 PSUs and RSUs

    Fiscal 2025 Equity Incentive Awards – Target 2027 PSUs and RSUs In fiscal 2025, the Compensation Committee awarded the following target number of PSUs (the "2027 PSUs") and RSUs to each of the NEOs as follows:

  31. Fiscal 2025 Equity Incentive Awards – Target 2027 PSUs and RSUs

    | Name | Target Number of 2027 PSUs | Grant Date Value of 2027 PSUs(1) | Number of RSUs | Grant Date Value of RSUs(2) | Equity Pay Mix (PSUs as % of Grant Date Value of Equity) | | David V. Auld | 36,079 | $6,363,975 | 36,785 | $5,835,572 | 52.2% | | Paul J. Romanowski | 90,198 | $15,910,025 | 7,820 | $1,219,607 | 92.9% | | Michael J. Murray | 75,165 | $13,258,354 | 7,820 | $1,219,607 | 91.6% | | Bill W. Wheat | 54,119 | $9,546,050 | 7,055 | $1,100,298 | 89.7% |

  32. Fiscal 2025 Equity Incentive Awards – Target 2027 PSUs and RSUs

    (1)The grant date fair value of the 2027 PSUs is $176.39 per unit as determined in accordance with accounting guidance for share- based payments and takes into account the probable outcome of the applicable performance conditions at grant (which was determined to be target achievement). (2)The grant date fair value of the November 20, 2024 RSUs is $158.64 per unit for those vesting in three years and $155.96 per unit for those vesting in five years as determined in accordance with accounting guidance for share-based payments and reflect discounts for the lack of dividend accruals during the relevant vesting period. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 32 Table of Contents

  33. Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027)

    Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027) The 2027 PSU awards include four performance metrics and will vest based on the final performance rankings after the completion of the performance period, which is the three-year period from October 1, 2024 through September 30, 2027 (the "2027 Performance Period"). The 2027 PSU awards are subject to the following metrics and goals:

  34. Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027)

    | Metric (Weight) | Comparator Group | Threshold Performance | Threshold Vesting | Target Performance | Target Vesting | Maximum Performance | Maximum Vesting | | Relative TSR Performance (30%)(1) | S&P 500 Index TSR | 9 points below Index | 6.67% of award | 5 points above Index | 100% of award | 30 points above Index | 300% of award | | Relative ROA Performance (25%) | S&P 500 Companies | 41st percentile | 6.67% of award | 55th percentile | 100% of award | Greater than or equal to 90th percentile | 200% of award | | Relative PT-ROA Performance (20%) | Homebuilding Peer Group | 6th rank out of 9 companies | 50% of award | 3rd rank out of 9 companies | 100% of award | 1st rank out of 9 companies | 200% of award | | EPS Growth Performance (25%)(2) | Prior 3-year performance period | 0% Cumulative Growth | 10% of award | 10% Cumulative Growth | 100% of award | Greater than or equal to 20% Cumulative Growth | 200% of award |

  35. Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027)

    (1)If performance is 15 points above the S&P 500 Index, vesting is 200% of award. (2)If cumulative EPS growth is 3%, vesting is 50% of award.

  36. Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027)

    | TSR: | means "total shareholder return" (stock price change plus dividends paid assuming reinvestment of dividends) of the Company over the 2027 Performance Period as determined by Standard and Poor’s using the same methodology used in preparing the stock performance graph included each year in the Company’s Form 10-K. | | ROA: | means "return on assets" which is the Company's consolidated net income or loss divided by average total assets over the 2027 Performance Period. | | PT-ROA: | means "pre-tax return on assets" which is the Company's consolidated pre-tax income or loss divided by average total assets net of cash over the 2027 Performance Period. | | EPS Growth: | means the percentage increase in the Company's cumulative diluted earnings per share over the 2027 Performance Period as compared to its cumulative diluted earnings per share for the prior three-year performance period (October 1, 2021 to September 30, 2024). |

  37. Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027)

    Consistent with the prior year, the Compensation Committee utilized relative TSR and relative PT-ROA performance goals for the 2027 PSU awards granted in fiscal 2025. Relative TSR compares our TSR to the S&P 500 Index TSR and rewards returns that outperform a broad-based market benchmark. Relative PT-ROA measures how efficiently our non-cash assets are used to generate pre-tax income and rewards returns that outperform our homebuilding industry peers. The Company's homebuilding peer group for the 2027 PSU awards consists of the eight publicly traded homebuilding companies listed on page 37 plus D.R. Horton. Consistent with enhancements made to the 2026 PSUs based on feedback from our stockholders, the 2027 PSUs require a 6th rank out of 9 for vesting at threshold and a 3rd rank out of 9 for vesting at target for the relative PT-ROA. For the 2027 PSUs, the Company reduced the weighting of the Relative PT-ROA performance goal, removed the relative Operating Margin performance goal and added performance goals for relative Return on Assets ("ROA") and EPS Growth. Relative ROA measures the Company's net income relative to total assets compared to the ROAs achieved by the largest U.S. companies in the S&P 500. EPS Growth measures the Company's increase in earnings per share to reward consistent long-term earnings growth. The Compensation Committee believes that this set of balanced performance metrics directly links pay to superior operational execution, capital efficiency, sustained earnings growth and long-term value creation for our stockholders. When determining the target number of 2027 PSUs to grant to each NEO in fiscal 2025, the Compensation Committee reviewed the estimated value of these awards in relation to the Company's consolidated revenue, pre-tax income and other operating results. The Compensation Committee chose to set the maximum payout at two times the target amounts for three performance goals and at three times the target amount for one performance goal to reward superior performance above the target levels. When the 2027 PSUs were granted, the target and maximum amounts were subjective determinations and not based on any formulaic method or benchmark. At the beginning of fiscal 2025, the Compensation Committee approved an increase to the target grant value of PSUs awards for all of the NEOs, other than Mr. Auld, to align to market practices and reinforce our pay for performance philosophy. For Mr. Auld, the Compensation Committee D.R. HORTON, INC. | 2026 PROXY STATEMENT | 33 Table of Contents

  38. Executive Compensation

    Executive Compensation approved shifting a greater percentage of his pay mix to RSUs as his responsibilities as Executive Chairman continued to evolve since being appointed to such position in fiscal 2024. Additional information on the grant date fair value of the 2027 PSUs is set forth in the "Summary Compensation Table" on page 39 and the "Grants of Plan-Based Awards in Fiscal 2025" table on page 40.

  39. 2025 PSUs – Ranking Results and Vesting Based on Actual Performance

    2025 PSUs – Ranking Results and Vesting Based on Actual Performance In October 2025, the Compensation Committee reviewed the performance achieved for the PSUs granted in October 2022 (the "2025 PSUs") to each of our then serving NEOs. The 2025 PSUs had a three-year performance period from October 1, 2022 through September 30, 2025 (the "2025 Performance Period"), and vested based on achieving performance under the four performance goals ("Performance Goals") in the table below. The number of shares earned and issued are set forth in the table under the heading "Final Results" on page 34.

  40. 2025 PSUs – Ranking Results and Vesting Based on Actual Performance

    | Performance Goal | Performance Comparison | Weighting to Total Award | | Relative TSR | S&P 500 Index TSR | 25% | | Relative ROI | Peer Group | 25% | | Relative SG&A | Peer Group | 25% | | Relative GP | Peer Group | 25% |

  41. 2025 PSUs – Ranking Results and Vesting Based on Actual Performance

    | TSR: | means "total shareholder return" (stock price change plus dividends assuming reinvestment of dividends) of the Company over the 2025 Performance Period as determined by Standard and Poor’s using the same methodology used by Standard and Poor’s in preparing the stock performance graph included each year in the Company’s Form 10-K. | | ROI: | means "return on investment" which is consolidated pre-tax income or loss divided by average total assets over the 2025 Performance Period. | | SG&A: | means consolidated "selling, general and administrative expense" (including corporate general and administrative expenses) as a percentage of consolidated revenues over the 2025 Performance Period. | | GP: | means homebuilding segment "gross profit" defined as homebuilding revenues minus homebuilding cost of sales, including inventory and land option charges, divided by homebuilding revenues over the 2025 Performance Period. |

  42. 2025 PSUs – Ranking Results and Vesting Based on Actual Performance

    The following tables set forth the number of 2025 PSUs that could have been earned based on the final performance rankings of the Company.

  43. 2025 PSUs – Ranking Results and Vesting Based on Actual Performance

    | TSR Portion of Award (weighted 25% of target award) | | | | | | | Company TSR Relative to S&P 500 Index TSR | Percentage of Target Award | | David V. Auld | Paul J. Romanowski and Michael J. Murray | Bill W. Wheat | | | | | Number of PSUs Earned | | | | 10 Points Below Index | Forfeited | | Zero | Zero | Zero | | 9 Points Below Index | Threshold | 10% | 5,000 | 1,875 | 1,250 | | Equal to S&P 500 Index TSR | Target | 100% | 50,000 | 18,750 | 12,500 | | 10 Points Above Index | Maximum | 200% | 100,000 | 37,500 | 25,000 |

  44. 2025 PSUs – Ranking Results and Vesting Based on Actual Performance

    | Each of the ROI, SG&A and GP Portions of Award (each weighted 25% of target award) | | | | | | | Performance Level Compared to Peer Group | Percentage of Target Award | | David V. Auld | Paul J. Romanowski and Michael J. Murray | Bill W. Wheat | | | | | Number of PSUs Earned | | | | 7th - 9th Ranks | Forfeited | | Zero | Zero | Zero | | 6th Rank | Threshold | 50% | 25,000 | 9,375 | 6,250 | | 3rd Rank | Target | 100% | 50,000 | 18,750 | 12,500 | | 1st Rank | Maximum | 200% | 100,000 | 37,500 | 25,000 |

  45. 2025 PSUs – Ranking Results and Vesting Based on Actual Performance

    D.R. HORTON, INC. | 2026 PROXY STATEMENT | 34 Table of Contents

  46. Executive Compensation

    Executive Compensation As set forth in the tables above, the number of 2025 PSUs could have been earned at a maximum of 400,000 for Mr. Auld, 150,000 for each of Mr. Romanowski and Mr. Murray, and 100,000 for Mr. Wheat upon maximum achievement of each of the four Performance Goals and forfeited by each executive in the event of below threshold performance of each of the four Performance Goals. For the 2025 PSUs, the Company’s peer group consisted of the following publicly traded homebuilding companies: KB Home, Lennar, Meritage Homes, NVR, PulteGroup, Taylor Morrison, Toll Brothers, and Tri Pointe Homes. M.D.C. Holdings, Inc. was removed from the peer group following its acquisition by Sekisui House, Ltd. in April 2024. Each 2025 PSU represented the contingent right to receive one share of common stock if vesting was satisfied. The 2025 PSUs had no rights to dividends or voting prior to vesting and payout in common stock. Vesting of the 2025 PSUs with respect to the TSR Performance Goal was determined after the 2025 Performance Period based on a comparison of the Company’s TSR to the S&P 500 Index’s TSR as computed by Standard and Poor’s using their TSR methodology. Vesting of the 2025 PSUs with respect to the ROI, SG&A and GP Performance Goals was determined after the 2025 Performance Period based on the relative ranking of the Company’s performance on each Performance Goal to each peer group company’s performance on each Performance Goal. The following tables set forth the final relative rankings for the relative TSR, ROI, SG&A and GP Performance Goals with respect to the 2025 PSUs:

  47. Final Results

    | Final Company Performance Rankings | David V. Auld | | Paul J. Romanowski and Michael J. Murray | | Bill W. Wheat | | | | Target Number of PSUs Awarded | Number of PSUs Earned | Target Number of PSUs Awarded | Number of PSUs Earned | Target Number of PSUs Awarded | Number of PSUs Earned | | TSR = 10+ Points Above | 50,000 | 100,000 | 18,750 | 37,500 | 12,500 | 25,000 | | ROI = 3rd Place | 50,000 | 50,000 | 18,750 | 18,750 | 12,500 | 12,500 | | SG&A = 4th Place | 50,000 | 41,667 | 18,750 | 15,625 | 12,500 | 10,417 | | GP = 7th Place | 50,000 | — | 18,750 | — | 12,500 | — | | Total | 200,000 | 191,667 | 75,000 | 71,875 | 50,000 | 47,917 |

  48. Review of Compensation; Role of Compensation Consultant

    Review of Compensation; Role of Compensation Consultant The Compensation Committee reviews executive officer compensation on a regular basis. The Compensation Committee met quarterly during fiscal 2025 and held additional conference calls and discussions with management as needed. During fiscal 2025, the Compensation Committee continued its engagement of Meridian Compensation Partners ("Meridian") to provide executive and director compensation consulting services, including advice regarding program design and implementation, market information, regulatory updates and trends in executive compensation and benefits. Interactions between Meridian and management are generally limited to discussions on behalf of, or at the direction of, the Compensation Committee to fulfill requests. During fiscal 2025, Meridian did not provide any other services to the Company. Based on these factors, the Compensation Committee's evaluation of Meridian's independence pursuant to the requirements approved and adopted by the SEC and NYSE, and information provided by Meridian, the Compensation Committee determined that Meridian is independent and the work performed did not raise any conflicts of interest.

  49. Use of Compensation Peer Group Data

    Use of Compensation Peer Group Data Our Board of Directors and Compensation Committee believe providing a competitive pay program is a key factor to developing and retaining our leadership team and has been a fundamental reason for our Company's success. Our Compensation Committee considers a variety of factors when determining our peer groups including market capitalization, competition in our industry and operating markets and mergers, acquisitions and consolidations. The Compensation Committee primarily uses the Performance Peer Group below due to the competitive nature of the homebuilding industry. The Compensation Committee recognizes that the Company competes for talent not only within the homebuilding industry but also for executives with the requisite skills and experience who are employed at companies of comparable size outside of the sector, so the Company also utilizes a Benchmarking Peer Group to evaluate and compare executive pay. The Compensation Committee utilizes compensation data from both our Performance and Benchmarking Peer Groups of publicly traded companies to analyze compensation decisions. However, the Compensation Committee does not target a specific percentile or ranking relative to either peer group. Our Performance Peer Group for fiscal 2025 remained unchanged from fiscal 2024 and consisted of eight publicly traded homebuilding companies with market capitalizations ranging from approximately $3.0 billion to $32.0 billion as of September 30, 2025. Our market capitalization on that date was $49.9 billion. For fiscal 2026, our Performance Peer Group consists of these same eight publicly traded homebuilding companies. In fiscal 2025, Meridian Compensation Partners provided additional market analysis and executive compensation data to the Compensation Committee to aid it in reviewing and analyzing compensation data for our NEOs. The market analysis provided by Meridian Compensation Partners included a broader set of S&P 500 companies of similar size, complexity and industry traits, from which the thirteen companies in the Benchmarking Peer Group table below were selected. When determining the peer group average, ranking and median, our Company is included with the companies in the Benchmarking Peer Group. Relative to fiscal 2024, Fiserv, Inc, PPG Industries, Inc, Quanta Services, Inc. and T-Mobile US, Inc. were added to the peer group and Masco Corporation was removed to better align with the benchmarking criteria discussed above.

  50. Use of Compensation Peer Group Data

    | Performance Peer Group | | | KB Home | PulteGroup, Inc. | | Lennar Corporation | Taylor Morrison Home Corporation | | Meritage Homes Corporation | Toll Brothers, Inc. | | NVR, Inc. | Tri Pointe Homes, Inc. | | Benchmarking Peer Group | | | Builders FirstSource, Inc. | Quanta Services, Inc. | | Carrier Global Corp. | T-Mobile US, Inc. | | Fiserv, Inc. | The Home Depot, Inc. | | Lowes Companies, Inc. | The Sherwin-Williams Company | | Mohawk Industries, Inc. | Trane Technologies Plc | | NIKE, Inc. | Whirlpool Corporation | | PPG Industries, Inc. | |

  51. Use of Compensation Peer Group Data

    D.R. HORTON, INC. | 2026 PROXY STATEMENT | 38 Table of Contents

  52. Compensation Risk Analysis

    | Base Salary: | The Compensation Committee sets fixed base salaries in amounts it believes are commensurate with each executive's level of experience, responsibility and tenure. The Compensation Committee believes providing an appropriate base salary mitigates inappropriate risk-taking by providing a fixed and certain level of semi-monthly income. | | Annual Bonus Plan: | For fiscal 2025, the Compensation Committee approved an annual incentive bonus opportunity for each NEO based on the Company's pre-tax income with a maximum bonus cap for each executive. The Compensation Committee also retains sole discretion to reduce the payout when it believes the results achieved would result in an inappropriate level of annual pay when viewed in the context of the executive's total compensation, the Company's performance, as well as the individual's performance. The maximum bonus caps and the Compensation Committee's right to decrease, but not increase, the final earned PTI Bonus amounts at its discretion mitigates compensation risk related to the PTI Bonus program. | | Long-Term Equity: | The Compensation Committee grants a combination of PSUs and RSUs to our NEOs to reward superior performance on key operational and financial objectives over a multi-year period. Measuring results over several fiscal years helps mitigate risk by allowing performance to be assessed in the context of sustained business results rather than short-term or one-time events that may not be indicative of long-term success. | | Restricted Stock Units: | RSUs are included as a component of long-term compensation to support retention of key executives. We do not grant RSUs or PSUs in coordination with the release of material non- public information, nor time the disclosure of such information for the purpose of affecting the value of executive compensation. RSU grants undergo several levels of review, including legal, human resources and accounting, to ensure the terms of the RSUs approved by the Compensation Committee are consistent with the awards issued. | | Performance Goals: | The performance goals for fiscal 2025 executive compensation were based on consolidated pre-tax income, relative total shareholder return, relative return on assets, relative pre-tax return on assets and EPS growth. The Company maintains robust internal controls to ensure the accuracy of the calculations and award payouts. | | Discretion and Clawback: | The Compensation Committee has the sole discretion to reduce the final PTI Bonus payout, mitigating potential compensation risk. While the Compensation Committee does not have the discretion to reduce time-based equity awards or performance-based equity awards once earned, the payouts are subject to the Company's Clawback Policy and the clawback provisions of the Sarbanes-Oxley Act. The policy is posted on our website at investor.drhorton.com under the Policy Documents link within the Corporate Governance section. | | Pledging/Hedging Company Securities: | Our directors, officers, employees, consultants and certain other persons and entities are prohibited from pledging or hedging Company securities, or engaging in other transactions designed to hedge or offset any decrease in the market value of our securities. |

  53. Summary Compensation Table

    Summary Compensation Table

  54. Summary Compensation Table

    | Name and Current Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total Compensation | | David V. Auld | 2025 | $700,000 | — | $14,569,525 | $2,369,901 | $216,377 | $80,500 | $17,936,303 | | Executive Chairman | 2024 | $700,000 | — | $13,773,848 | $3,142,380 | $177,167 | $80,350 | $17,873,745 | | | 2023 | $700,000 | — | $24,791,961 | $6,314,709 | $196,287 | $79,900 | $32,082,857 | | Paul J. Romanowski | 2025 | $700,000 | — | $20,684,523 | $3,554,927 | $108,083 | $80,500 | $25,128,033 | | President and Chief Executive Officer | 2024 | $700,000 | — | $19,565,399 | $4,713,415 | $86,905 | $80,350 | $25,146,069 | | | 2023 | $500,000 | — | $7,219,367 | $6,314,679 | $95,396 | $59,900 | $14,189,342 | | Michael J. Murray | 2025 | $500,000 | — | $17,440,320 | $2,962,490 | $90,715 | $60,500 | $21,054,025 | | Executive Vice President and Chief Operating Officer | 2024 | $500,000 | — | $15,968,950 | $3,927,981 | $73,338 | $60,350 | $20,530,619 | | | 2023 | $500,000 | — | $7,219,367 | $6,314,679 | $80,061 | $59,900 | $14,174,007 | | Bill W. Wheat | 2025 | $500,000 | — | $13,016,326 | $2,369,901 | $127,495 | $60,500 | $16,074,222 | | Executive Vice President and Chief Financial Officer | 2024 | $500,000 | — | $12,393,229 | $3,142,380 | $103,994 | $60,350 | $16,199,953 | | | 2023 | $500,000 | $3,000,000 | $4,812,911 | — | $114,707 | $59,900 | $8,487,518 |

  55. Summary Compensation Table

    (1)The amount listed represents a performance cash bonus previously paid to Mr. Wheat. In fiscal 2024, Mr. Wheat began participating in the PTI Bonus plan. (2)For fiscal 2025, the amounts include the grant date fair value of both the 2027 PSUs and the RSUs. The 2027 PSUs and RSUs grant date fair values and additional information regarding the 2027 PSUs and the RSUs are discussed in footnotes 2 and 3, respectively, to the "Grants of Plan-Based Awards in Fiscal 2025" table on page 40. The amounts also include the value of the stock portion of the PTI Bonus paid in the applicable fiscal year calculated using our stock price on the date of grant. See "Fiscal 2025 – PTI Bonus Results and Payout" on page 30 for additional information. If the maximum number of 2027 PSUs was used, the total grant date fair value of the 2027 PSUs would be $14,637,019 for Mr. Auld, $36,593,164 for Mr. Romanowski, $30,494,303 for Mr. Murray and $21,955,792 for Mr. Wheat. (3)Amounts reflect the cash portion of the PTI Bonus. For fiscal 2025, the Compensation Committee determined for each NEO that 50% of the PTI Bonus was to be paid in cash and 50% was to be paid in stock. The portion of the PTI Bonus otherwise payable in stock, but for which a full share could not be purchased, was paid in cash and is reported in this column. See "Fiscal 2025 – PTI Bonus Results and Payout" on page 30 for additional information. (4)Amounts reflect the above-market portion of earnings accrued on each NEO's outstanding balance under the SERP 2. This amount is further discussed under the heading "SERP 2" on page 35. (5)For fiscal 2025, the amounts under "All Other Compensation" include the following components: (a)Credits made by the Company of $70,000, $70,000, $50,000 and $50,000 to the respective accounts of Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat under the SERP 2. (b)Matching contributions of $10,500 to the respective accounts of Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat under the D.R. Horton 401(k) plan. (c)Occasionally, our NEOs may have a guest or guests accompany them on business trips on Company leased aircraft. Because there is no incremental cost to the Company related to this travel, no separate value is reported. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 40 Table of Contents

  56. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025

  57. Grants of Plan-Based Awards in Fiscal 2025

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Securities Underlying Stock Awards(3) | Grant Date Fair Value of Stock Awards(2)(3) | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | David V. Auld | 10/23/24 | — | — | $5,000,000 | — | — | 17,527 | — | $2,369,978 | | | 10/30/24 | — | — | — | 5,834 | 36,079 | 82,981 | — | $6,363,975 | | | 11/20/24 | — | — | — | — | — | — | 36,785 | $5,835,572 | | Paul J. Romanowski | 10/23/24 | — | — | $7,500,000 | — | — | 26,290 | — | $3,554,891 | | | 10/30/24 | — | — | — | 14,584 | 90,198 | 207,456 | — | $15,910,025 | | | 11/20/24 | — | — | — | — | — | — | 7,820 | $1,219,607 | | Michael J. Murray | 10/23/24 | — | — | $6,250,000 | — | — | 21,908 | — | $2,962,359 | | | 10/30/24 | — | — | — | 12,153 | 75,165 | 172,880 | — | $13,258,354 | | | 11/20/24 | — | — | — | — | — | — | 7,820 | $1,219,607 | | Bill W. Wheat | 10/23/24 | — | — | $5,000,000 | — | — | 17,527 | — | $2,369,978 | | | 10/30/24 | — | — | — | 8,750 | 54,119 | 124,473 | — | $9,546,050 | | | 11/20/24 | — | — | — | — | — | — | 7,055 | $1,100,298 |

  58. Grants of Plan-Based Awards in Fiscal 2025

    (1)Represents the maximum cash portion of the PTI Bonus program approved on October 23, 2024. See "Fiscal 2025 – PTI Bonus Results and Payout" on page 30 for additional information. The actual earned cash payouts under the PTI Bonus program are included in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" on page 39. (2)PTI Bonus Stock: The 17,527 shares for Mr. Auld, 26,290 shares for Mr. Romanowski, 21,908 shares for Mr. Murray and 17,527 shares for Mr. Wheat represent the portion of their PTI Bonus paid in stock. Such shares were approved on April 15, 2025 (9,044, 13,566, 11,305 and 9,044 shares, respectively) and October 21, 2025 (8,483, 12,724, 10,603 and 8,483 shares, respectively), and stock was granted on April 21, 2025 and October 29, 2025, respectively. The value reflected in the table is based on the Company's opening stock price on the grant dates of $120.36 and $151.06, respectively. 2027 PSUs: Our NEOs were each awarded a grant of 2027 PSUs on October 30, 2024, which were approved on October 23, 2024. The threshold, target and maximum amounts reflect the number of 2027 PSUs each executive could earn based on the level of performance attained with respect to four performance goals at the end of the three-year performance period. The grant date fair value of the 2027 PSUs is $176.39 per unit and was determined in accordance with accounting guidance for share- based payments and is primarily based on the Company's stock price on the date of grant and the probable outcome of the applicable performance conditions at grant. These 2027 PSUs are discussed under the headings "Fiscal 2025 Equity Incentive Awards – Target 2027 PSUs and RSUs" on page 31 and "Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027)" on page 32 and the related grant date fair value is included in the "Stock Awards" column in the "Summary Compensation Table" on page 39. (3)RSUs: Our NEOs were each awarded RSUs on November 20, 2024. The RSUs for Mr. Auld vest in three equal annual installments on each of the first three anniversaries of the grant date. The RSUs for Mr. Romanowski, Mr. Murray and Mr. Wheat vest in five equal annual installments on each of the first five anniversaries of the grant date. The grant date fair value of the November 20, 2024 RSUs vesting in three years is $158.64 per unit and $155.96 per unit for the RSUs vesting in five years. The grant date fair values were determined in accordance with accounting guidance for share-based payments and reflect discounts for the lack of dividend accruals during the relevant vesting period. The grant date fair values of these awards are included in the "Stock Awards" column in the "Summary Compensation Table" on page 39. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 41 Table of Contents

  59. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows information about outstanding equity awards at September 30, 2025.

  60. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Time-Based Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Market or Payout Value of Unearned Shares, Units or Other Shares of Stock That Have Not Vested | | David V. Auld | 11/20/2024 | 35,412(1) | — | $6,001,272(1) | | | 10/30/2024 | — | 36,079(2) | $6,114,308(2) | | | 12/12/2023 | — | 55,556(3) | $9,415,075(3) | | | 11/8/2023 | 13,176(1) | — | $2,232,937(1) | | | 4/20/2023 | 7,016(1) | — | $1,189,002(1) | | Paul J. Romanowski | 11/20/2024 | 7,820(1) | — | $1,325,255(1) | | | 10/30/2024 | — | 90,198(2) | $15,285,855(2) | | | 12/12/2023 | — | 92,912(3) | $15,745,797(3) | | | 11/8/2023 | 8,376(1) | — | $1,419,481(1) | | | 4/20/2023 | 7,110(1) | — | $1,204,932(1) | | | 3/23/2022 | 7,639(1) | — | $1,294,581(1) | | | 3/17/2021 | 1,734(1) | — | $293,861(1) | | Michael J. Murray | 11/20/2024 | 7,820(1) | — | $1,325,255(1) | | | 10/30/2024 | — | 75,165(2) | $12,738,213(2) | | | 12/12/2023 | — | 73,755(3) | $12,499,260(3) | | | 11/8/2023 | 8,376(1) | — | $1,419,481(1) | | | 4/20/2023 | 7,110(1) | — | $1,204,932(1) | | | 3/23/2022 | 7,639(1) | — | $1,294,581(1) | | | 3/17/2021 | 2,232(1) | — | $378,257(1) | | Bill W. Wheat | 11/20/2024 | 7,055(1) | — | $1,195,611(1) | | | 10/30/2024 | — | 54,119(2) | $9,171,547(2) | | | 12/12/2023 | — | 55,556(3) | $9,415,075(3) | | | 11/8/2023 | 7,552(1) | — | $1,279,837(1) | | | 4/20/2023 | 4,740(1) | — | $803,288(1) | | | 3/30/2022 | 5,070(1) | — | $859,213(1) | | | 3/17/2021 | 2,232(1) | — | $378,257(1) |

  61. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents the RSUs granted to our NEOs. The value of the RSUs is based on the closing price of our common stock on September 30, 2025 of $169.47. Mr. Auld's awards vest in three equal annual installments on each of the first three anniversaries of the grant date. Mr. Romanowski's, Mr. Murray's and Mr. Wheat's awards vest in five equal annual installments on each of the first five anniversaries of the grant date. (2)Represents the target number of 2027 PSUs that may be earned. The 2027 PSUs are described under the headings "Fiscal 2025 Equity Incentive Awards – Target 2027 PSUs and RSUs" on page 31 and "Fiscal 2025 – 2027 PSUs (Performance Period Ending September 30, 2027" on page 32, and vest subject to attainment of applicable performance criteria following completion of a three- year performance period on September 30, 2027. The value of the 2027 PSUs is based on the closing price of our common stock on September 30, 2025 of $169.47. (3)Represents the target number of 2026 PSUs that may be earned. The 2026 PSUs vest subject to attainment of applicable performance criteria following completion of a three-year performance period on September 30, 2026. The value of the 2026 PSUs is based on the closing price of our common stock on September 30, 2025 of $169.47. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 42 Table of Contents

  62. Stock Vested

    Stock Vested The following table presents information about stock vested for each of our named executive officers during the fiscal year ended September 30, 2025. None of our named executive officers exercised stock options during this period.

  63. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | David V. Auld | 236,752 | $35,140,393 | | Paul J. Romanowski | 112,028 | $16,258,255 | | Michael J. Murray | 109,247 | $15,870,922 | | Bill W. Wheat | 78,628 | $11,356,935 |

  64. Stock Vested

    (1)Number of shares that vested includes vesting of RSUs, 2025 PSUs and the portion of the executive's fiscal 2025 PTI Bonus paid in stock. (2)Value reflects the stock price on the applicable vesting date (or the issuance date for the fiscal 2025 PTI Bonus paid in stock) multiplied by the number of shares vested (or issued).

  65. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans D.R. Horton has established the following nonqualified deferred compensation plans: Deferred Compensation Plan. The Deferred Compensation Plan permits participants, including D.R. Horton’s executive officers and directors, to voluntarily defer up to 100% of cash bonuses or director fees and up to 90% of base salary. Deferred amounts earn a rate of return based on the participants' selection from a variety of independently managed funds. The Company does not provide a guaranteed rate of return on these deferred amounts. Actual returns depend on the market performance of fund selections. Pursuant to an annual election, benefits under the plan are payable upon retirement, termination of employment or on a fixed date, subject to the six-month delay for certain employees, as required under Section 409A of the Internal Revenue Code. Payment may also be made upon death, disability or an unforeseeable emergency. The participants may elect to receive a lump sum payment or annual installments beginning either during employment or after the termination of employment or director service. Amounts payable under the plan are unsecured, and the plan participants’ rights to enforce payment are the same as a general unsecured creditor. However, upon a change in control (as defined in the Deferred Compensation Plan), all plan benefits will be fully funded through an irrevocable grantor trust (also known as a "Rabbi trust"). SERP 2. Under the Company's SERP 2 plan, eligible participants, including our executive officers, region presidents, division presidents and other key employees, to accrue supplemental Company benefits equal to 10% of his or her annual base salary as of the first day of the fiscal year, contingent upon the participant being employed by the Company on the last day of the fiscal year. This liability accrues earnings in future years at an annual rate established by the SERP 2 administrative committee. Pursuant to an annual election, benefits under the plan are payable within 60 days following the participant's retirement or termination of employment, subject to the six-month delay for certain employees, as required under Section 409A of the Internal Revenue Code. Payments may also be made upon the death or disability of the participant or a change in control of the Company. The participants may elect to receive a lump sum payment or quarterly installments over a period not to exceed five years. If a participant is terminated for cause, all benefits under the SERP 2 will be forfeited. Amounts payable under the SERP 2 are unsecured, and the plan participants’ rights to enforce payment are the same as a general unsecured creditor. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 43 Table of Contents

  66. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  67. Nonqualified Deferred Compensation

    | | Contributions in Fiscal 2025 | | Aggregate Earnings in Fiscal 2025 | | | Aggregate Balance at September 30, 2025 | | | Name | Executive Contributions to Deferred Compensation Plan | Company Contributions to SERP 2(1) | Deferred Compensation Plan(2) | SERP 2(3) | Aggregate Withdrawals/ Distributions in Fiscal 2025 | Deferred Compensation Plan | SERP 2 | | David V. Auld | — | $70,000 | $— | $411,954 | — | $— | $4,450,186 | | Paul J. Romanowski | — | $70,000 | $2,979,828 | $205,776 | — | $33,848,196 | $2,257,963 | | Michael J. Murray | — | $50,000 | $6,505 | $172,710 | — | $113,980 | $1,886,380 | | Bill W. Wheat | — | $50,000 | $— | $242,734 | — | $— | $2,630,922 |

  68. Nonqualified Deferred Compensation

    (1)Represents the amount of unfunded, unsecured liabilities credited by the Company on behalf of each participant in fiscal 2025 under the SERP 2. Such amount is also included in the "All Other Compensation" column of the "Summary Compensation Table" on page 39. (2)Represents the net amount of earnings resulting from the performance of a variety of independently managed funds available to and selected by each participant under the Deferred Compensation Plan. (3)Represents the amount of earnings accrued under the SERP 2. The rate is determined by the SERP 2 plan administrative committee and is typically 10% per annum. The portion of earnings considered above-market are included in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the "Summary Compensation Table" on page 39. The above-market portion of earnings for each of the above individuals for fiscal 2025 was: Mr. Auld: $216,377; Mr. Romanowski: $108,083; Mr. Murray: $90,715; and Mr. Wheat: $127,495.

  69. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our NEOs do not have employment, severance or change in control agreements providing severance payments upon involuntary termination of their employment. However, certain benefit and incentive plans include provisions regarding termination of employment or a change in control. Any additional severance payments would be at the discretion of the Compensation Committee at the time of termination. The following is a summary of the treatment of benefits under our benefit plans for various types of terminations, including upon a change in control. Our benefit plans define "cause" as a violation of employee conduct standards within our employee manual and "change in control" as the occurrence of any of the following events: (i)A merger, consolidation or reorganization in which our stockholders before the transaction own less than 50% of the combined voting power of the resulting entity immediately after the transaction or if their ownership percentages prior to the transaction change materially; (ii)We sell all or substantially all of our assets or we completely liquidate or dissolve; (iii)A person becomes the beneficial owner of at least 20% of the combined voting power of the resulting entity (except that the threshold for amounts deposited under our SERP 2 plan on or after January 1, 2005 is 50% of the combined voting power or 35% of the combined voting power acquired in a single transaction or series of transactions in any 12-month period); or (iv)During any two-year period, a majority of the Board is replaced by individuals who were not nominated and approved by the incumbent Board. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 44 Table of Contents

  70. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table reflects estimated compensation to be paid to each of the NEOs in the event of certain terminations of employment, assuming a termination of employment and a change in control date of September 30, 2025, the last day of our fiscal year, and based on our closing common stock price of $169.47 on that date. As Mr. Auld had reached the retirement age specified in our benefit plans (65 years) before September 30, 2025, amounts payable upon retirement are shown for him. Amounts available to all salaried employees and distributions of vested SERP 2 balances are not included in the following table in accordance with SEC regulations.

  71. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  72. Potential Payments Upon Termination or Change in Control

    | | | Termination of Employment | | | | | | | Name | Payments and Benefits | Voluntary | Normal Retirement | Without Cause | With Cause | Death or Disability | Following Change in Control | | David V. Auld | 2026 PSUs(1) | $6,276,660 | $6,276,660 | $6,276,660 | $— | $6,276,660 | $6,276,660 | | | RSUs(2) | $9,423,210 | $9,423,210 | $9,423,210 | $— | $9,423,210 | $9,423,210 | | | Total | $15,699,870 | $15,699,870 | $15,699,870 | $— | $15,699,870 | $15,699,870 | | Paul J. Romanowski | 2026 PSUs(1) | $10,497,141 | $— | $10,497,141 | $— | $10,497,141 | $10,497,141 | | | RSUs(2) | $— | $— | $— | $— | $5,538,110 | $5,538,110 | | | Total | $10,497,141 | $— | $10,497,141 | $— | $16,035,251 | $16,035,251 | | Michael J. Murray | 2026 PSUs(1) | $8,332,840 | $— | $8,332,840 | $— | $8,332,840 | $8,332,840 | | | RSUs(2) | $— | $— | $— | $— | $5,622,506 | $5,622,506 | | | Total | $8,332,840 | $— | $8,332,840 | $— | $13,955,346 | $13,955,346 | | Bill W. Wheat | 2026 PSUs(1) | $6,276,660 | $— | $6,276,660 | $— | $6,276,660 | $6,276,660 | | | RSUs(2) | $— | $— | $— | $— | $4,516,206 | $4,516,206 | | | Total | $6,276,660 | $— | $6,276,660 | $— | $10,792,866 | $10,792,866 |

  73. Potential Payments Upon Termination or Change in Control

    (1)Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded a target number of 55,556, 92,912, 73,755 and 55,556 2026 PSUs, respectively, for the performance period of October 1, 2023 through September 30, 2026. Pro-rata vesting based on actual performance after completion of the performance period will occur (pro-rated based on the number of months served from October 1, 2023) in the event of a termination listed above. Upon a change in control, the Compensation Committee may accelerate vesting of part or all of the 2026 PSUs. (2)For Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat, the RSU amounts represent each officer's unvested portion of RSUs, as shown in the "Number of Time-Based Shares or Units of Stock That Have Not Vested" column of the "Outstanding Equity Awards at Fiscal Year-End" table on page 41, valued at $169.47 per unit, the closing price of our stock on September 30, 2025 . The value in the table reflects accelerated vesting if a voluntary termination, normal retirement, termination without cause, death or disability, or a qualifying termination following a change in control had occurred on September 30, 2025. All of our NEOs' outstanding RSUs require a double trigger event (i.e., a qualifying termination after a change in control) to accelerate vesting. Additional information on the RSUs granted in fiscal 2025 is set forth in footnote 3 to the "Grants of Plan-Based Awards in Fiscal 2025" table on page 40. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 46 Table of Contents

  74. CEO Pay Ratio

    CEO Pay Ratio CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the total annual compensation of our median compensated employee in relation to the total annual compensation of Paul Romanowski, our President and Chief Executive Officer, for fiscal 2025. To identify the median compensated employee, we used the following methodology: •We determined the median employee as of September 30, 2025 from our approximately 14,263 full-time, part-time and temporary employees, excluding Mr. Romanowski. •To identify the median employee from our employee population, we received a list of total compensation paid to each employee during fiscal 2025 from our payroll records. For this purpose, total compensation included salary or wages, as applicable, commissions, bonuses, equity awards that vested or were exercised during the year and any other cash compensation paid during the fiscal year. We annualized the salaries and wages of our full and part-time employees who were employed for part of the fiscal year. This methodology was consistently applied to all employees. Once the median employee was identified, we calculated the employee's total annual compensation using the same methodology used to calculate the total compensation of our CEO in the "Summary Compensation Table" on page 39. In addition to the amounts required to be reported as compensation in the Summary Compensation Table, we included the dollar value of employer paid non-discriminatory health insurance benefits in the total annual compensation for both our median employee and Mr. Romanowski to better reflect our employee compensation practices. For the fiscal year ended September 30, 2025: •The total compensation of our median employee was $129,775. •The total compensation of Mr. Romanowski was $25,162,355. For fiscal 2025, the ratio of Mr. Romanowski's total compensation to the total compensation of the median of all employees (excluding Mr. Romanowski), was 194 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio disclosure may not be comparable to the pay ratio disclosures reported by other companies. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 47 Table of Contents

  75. Pay vs. Performance

    Pay vs. Performance Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (as defined under SEC rules) and certain financial performance of the Company. For further information concerning the Company's pay for performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to the Compensation Discussion and Analysis section beginning on page 25. The following table sets forth information regarding the compensation of our current President and Chief Executive Officer, Paul Romanowski, and our former President and Chief Executive Officer, David Auld, and the average compensation of our other named executive officers ("NEOs") for the years listed, as well as certain financial performance measures of the Company for the five most recently completed fiscal years. Mr. Romanowski was our principal executive officer ("PEO") in fiscal 2025 and 2024 and Mr. Auld was our PEO in fiscal 2023, 2022 and 2021.

  76. Pay vs. Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) (in millions) | Pre-Tax Income(8) (in millions) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2025 | $25,128,033 | $21,368,977 | $18,354,850 | $16,059,189 | $235.46 | $214.30 | $3,620.9 | $4,739.9 | | 2024 | $25,146,069 | $40,606,598 | $18,201,439 | $36,962,537 | $262.12 | $182.23 | $4,806.0 | $6,284.7 | | 2023 | $32,082,857 | $47,028,337 | $17,370,023 | $26,652,166 | $146.46 | $133.65 | $4,795.2 | $6,314.7 | | 2022 | $29,996,862 | $26,181,129 | $16,279,137 | $13,299,571 | $90.89 | $109.89 | $5,895.6 | $7,629.7 | | 2021 | $30,571,596 | $51,287,681 | $23,003,394 | $35,128,198 | $112.08 | $130.00 | $4,191.2 | $5,356.3 |

  77. Pay vs. Performance

    (1)Mr. Romanowski was our President and CEO in fiscal 2025 and 2024 and Mr. Auld was our President and CEO in fiscal 2023, 2022 and 2021. The dollar amounts in this column are the amounts reported for Mr. Romanowski and Mr. Auld, respectively, for each of the corresponding fiscal years in the "Total Compensation" column in the "Summary Compensation Table" on page 39. (2)The dollar amounts reported in this column represent the amount of "compensation actually paid" to our PEO, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the total compensation actually realized or received by our PEO. In accordance with these rules, these amounts reflect the "Total" as set forth in the "Summary Compensation Table" for each fiscal year, adjusted as shown below for fiscal 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Please refer to our prior proxy statements for reconciliations of Summary Compensation Table total compensation to compensation actually paid in prior years.

  78. Pay vs. Performance

    | Compensation Actually Paid to PEO | 2025 | | Summary Compensation Table (SCT) total compensation | $25,128,033 | | Less: value of stock awards reported in SCT for the fiscal year | (20,684,523) | | Plus: year-end fair value of outstanding and unvested stock awards granted in the fiscal year | 16,611,110 | | Plus: fair value as of the vesting date of stock awards granted and vested in the fiscal year | 3,554,891 | | Plus (or less, if negative): change in fair value from prior fiscal year end to the applicable fiscal year end of outstanding and unvested stock awards granted in prior fiscal years | (3,164,597) | | Plus (or less, if negative): change in fair value from prior fiscal year end to vesting date of stock awards granted in prior fiscal years that vested in the fiscal year | (75,937) | | Less: prior year-end fair value of any stock awards forfeited during the fiscal year | — | | Compensation actually paid to PEO | $21,368,977 |

  79. Pay vs. Performance

    (3)The dollar amounts reported in this column represent the average of the amounts reported for the Company's NEOs as a group (excluding the PEO) (Non-PEO NEOs) in the "Total" column of the "Summary Compensation Table" in each applicable fiscal year. The Non-PEO NEOs for the fiscal years presented were as follows:

  80. Pay vs. Performance

    | 2025 | 2024 | 2023 | 2022 | 2021 | | David V. Auld | David V. Auld | Donald R. Horton | Donald R. Horton | Donald R. Horton | | Michael J. Murray | Michael J. Murray | Michael J. Murray | Michael J. Murray | Michael J. Murray | | Bill W. Wheat | Bill W. Wheat | Paul J. Romanowski | Paul J. Romanowski | Bill W. Wheat | | | | Bill W. Wheat | Bill W. Wheat | |

  81. Pay vs. Performance

    D.R. HORTON, INC. | 2026 PROXY STATEMENT | 48 Table of Contents

  82. Pay vs. Performance

    Pay vs. Performance (4)The dollar amounts reported in this column represent the average amount of "compensation actually paid" to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect the "Total" as set forth in the "Summary Compensation Table" for each fiscal year, adjusted as shown below for fiscal 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Please refer to our prior proxy statements for reconciliations of Summary Compensation Table total compensation to compensation actually paid in prior years.

  83. Pay vs. Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table (SCT) total compensation | $18,354,850 | | Less: average value of stock awards reported in SCT for the fiscal year | (15,008,724) | | Plus: average year-end fair value of outstanding and unvested stock awards granted in the fiscal year | 12,259,629 | | Plus: average fair value as of the vesting date of stock awards granted and vested in the fiscal year | 2,644,683 | | Plus (or less, if negative): average change in fair value from prior fiscal year end to the applicable fiscal year end of outstanding and unvested stock awards granted in prior fiscal years | (2,210,204) | | Plus (or less, if negative): average change in fair value from prior fiscal year end to vesting date of stock awards granted in prior fiscal years that vested in the fiscal year | 18,955 | | Less: prior year-end fair value of any stock awards forfeited during the fiscal year | — | | Average compensation actually paid to Non-PEO NEOs | $16,059,189 |

  84. Pay vs. Performance

    (5)Total shareholder return ("TSR") is calculated by assuming that a $100 investment was made on September 30, 2020 and all dividends were reinvested until the last day of each reported fiscal year. (6)For purposes of this peer group TSR disclosure, we have used the S&P 500 Index, which is the peer group used in the Company's stock performance graph in our annual report on Form 10-K for fiscal 2025. (7)The dollar amounts reported in this column are the net income reflected in the Company's audited financial statements for the applicable fiscal year. (8)The dollar amounts reported in this column are the amount of pre-tax income reflected in the Company's audited financial statements for the applicable fiscal year. We selected pre-tax income as our company-selected financial measure because this is the key annual performance metric employed under our executive compensation program. D.R. HORTON, INC. | 2026 PROXY STATEMENT | 49 Table of Contents

  85. Pay vs. Performance

    Pay vs. Performance

  86. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance As described in more detail in the Compensation Discussion and Analysis section, the Company's executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as defined under SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs to show the relationships between information presented in the Pay versus Performance table.