DEF 14A of Horton D R Inc /De/, Dec 15, 2023

DEF 14A of Horton D R Inc /De/

Filed Dec 15, 2023 · FY20230001193125-23-296787

Open on EDGAR

  1. DONALD R. HORTON

    | Potential Payments Upon Termination or Change in Control | 48 | | CEO PAY RATIO | 52 | | PAY VERSUS PERFORMANCE | 53 | | PROPOSAL FOUR — APPROVAL OF THE D.R. HORTON, INC. 2024 STOCK INCENTIVE PLAN | 56 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 64 | | Audit Fees and All Other Fees | 64 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services | 64 | | Audit Committee Report | 65 | | PROPOSAL FIVE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 66 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 67 | | Management | 67 | | Certain Other Beneficial Owners | 68 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 69 | | GENERAL INFORMATION | 73 | | Time, Place and Purposes of Meeting | 73 | | Solicitation of Proxies | 73 | | Revocation and Voting of Proxies | 73 | | Outstanding Shares and Voting Rights | 73 | | Quorum Requirement | 74 | | Vote Required | 74 | | Stockholders Sharing the Same Address | 75 | | Future Stockholder Communications through the Internet | 75 | | Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held January 17, 2024 | 75 | | STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 76 | | REQUESTING DOCUMENTS FROM THE COMPANY | 77 | | OTHER MATTERS | 77 | | APPENDIX A | A-1 |

  2. 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 2024 Annual Meeting, based upon information furnished by each director. The matrix below also 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.

  3. Board of Directors Summary

    Board of Directors Summary

  4. Board of Directors Summary

    | | | | Skills, Experience and Attributes | | | | | | Nominees and Primary Occupation | Independent | Committee Membership (C = Chair) | Real Estate/ Home- building | Leadership & Strategy | Finance, Accounting and/or Investment | Outside Board Experience | Gender/ Ethnic Diversity | | Donald R. Horton Chairman, D.R. Horton, Inc. | | Executive (C) | ✔ | ✔ | ✔ | | | | David V. Auld Executive Vice Chair, D.R. Horton, Inc. | | | ✔ | ✔ | ✔ | | | | Paul J. Romanowski President and CEO, D.R. Horton, Inc. | | | ✔ | ✔ | ✔ | | | | Barbara K. Allen Retired Partner, Avondale Partners | ✔ | Compensation (C), Nominating and Governance | ✔ | ✔ | ✔ | | ✔ | | Brad S. Anderson Vice Chair, Cushman & Wakefield | ✔ | Audit, Compensation | ✔ | ✔ | ✔ | ✔ | | | Michael R. Buchanan Retired Sr. Advisor, Banc of America Securities | ✔ | Nominating and Governance | ✔ | ✔ | ✔ | ✔ | | | Benjamin S. Carson, Sr. Former Secretary of U.S. HUD | ✔ | Audit, Nominating and Governance (C) | ✔ | ✔ | ✔ | ✔ | ✔ | | Maribess L. Miller Retired Partner, PwC | ✔ | Audit (C)*, Compensation | | ✔ | ✔ | ✔ | ✔ |

  5. Board of Directors Summary

    | * Audit Committee Financial Expert |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | Age: 73 Director Since 1991 Term Expires 2024 Board Committees: Executive (Chair) | | | | | Donald R. Horton Chairman of the Board Background and Experience Mr. Horton is founder, sole or principal stockholder, director and president of each of D.R. Horton’s predecessor companies since their respective organization, which date from 1978 to 1990. He has been involved in the real estate and homebuilding industries since 1972. • Chairman, D.R. Horton, Inc. (October 2023 to present) • Executive Chairman, D.R. Horton, Inc. (1991 to September 2023) Mr. Horton, his family and their affiliated entities, beneficially own a significant number of shares of the Company’s common stock as set forth in the Beneficial Ownership tables on pages 67 and 68. Key Skills, Experience and Attributes Leadership & Strategy Real Estate/Homebuilding Financial, Accounting and/or Investment | Key Qualifications • Mr. Horton’s 45 years of leadership experience in the homebuilding industry provides valuable perspective and expertise to the Board and to the Company. • As founder of the Company and a continuing Chairman of our Board of Directors, Mr. Horton has a unique understanding of all aspects of the homebuilding business, and his leadership and strategic vision provide the Board and the Company with distinct advantages in the homebuilding industry. |

  8. Director Nominees

    | Age: 67 Director Since 2023 Term Expires 2024 | | | | | David V. Auld Executive Vice Chair Background and Experience Mr. Auld has significant experience leading the Company and has unrivaled knowledge of all aspects of our business. • Executive Vice Chair, D.R. Horton, Inc. (October 2023 to present) • President and Chief Executive Officer, D.R. Horton, Inc. (2014 to September 2023) • Executive Vice President and Chief Operating Officer, D.R. Horton, Inc. (2013–2014) • Region President, Florida, North and South Carolina, Georgia and Alabama, D.R. Horton, Inc. (2005–2013) • Division President, D.R. Horton, Inc. (1988–2005) • Texas American Bank (1982-1988) and General Dynamics (1979-1982) Mr. Auld graduated from Texas Tech University in 1978 with a bachelor of business administration degree in accounting. Key Skills, Experience and Attributes Leadership & Strategy Real Estate/Homebuilding Financial, Accounting and/or Investment | Key Qualifications • As the former President and Chief Executive Officer of the Company, Mr. Auld has a deep knowledge of the Company’s operations as well as all aspects of the homebuilding business, providing the Board with an in-depth perspective of operations, strategy, human capital and risk management. |

  9. Director Nominees

    | Age: 53 Director Since 2023 Term Expires 2024 | | | | | Paul J. Romanowski President and Chief Executive Officer Background and Experience Mr. Romanowski has significant leadership experience in the Company and has worked directly under the CEO since 2014. • President and Chief Executive Officer, D.R. Horton, Inc. (October 2023 to present) • Executive Vice President and Co-Chief Operating Officer, D.R. Horton, Inc. (October 2021–September 2023) • Region President, Florida and Gulf Coast, D.R. Horton, Inc. (2014–2021), and five Mid-Atlantic states since 2019 • Division President, South Florida, D.R. Horton, Inc. (1999–2014) • Land Acquisition Manager, M/I Homes (1997-1999) • South Florida Director, Metrostudy (1992-1997) Mr. Romanowski graduated from Butler University in 1992 with a bachelor of business administration degree in marketing. Key Skills, Experience and Attributes Leadership & Strategy Real Estate/Homebuilding Financial, Accounting and/or Investment | Key Qualifications • As the President and Chief Executive Officer, and former Co-Chief Operating Officer, of the Company, Mr. Romanowski has a deep knowledge of the Company’s operations as well as all aspects of the homebuilding business and has been vital to the successful expansion, improvement and diversification of D.R. Horton’s operations, providing the Board with an in-depth perspective of homebuilding operations nationwide. |

  10. Director Nominees

    | Age: 77 Director Since 2014 Term Expires 2024 Board Committees: Compensation (Chair), Nominating and Governance | | | | | Barbara K. Allen Retired Partner, Avondale Partners Background and Experience Ms. Allen has significant experience researching, analyzing and making investment decisions related to housing-related companies. • Partner and Analyst of Housing, Construction and Retailing, Avondale Partners (2004 until retirement in 2006) • Home Construction, Building Materials, Home Furnishing and DIY Retailing Analyst for Natexis Bleichroeder, Inc. (1997–2004) • Vice President, Equity Research for Donaldson, Lufkin & Jenrette (1993–1996) Key Skills, Experience and Attributes Leadership & Strategy Real Estate/Homebuilding Financial, Accounting and/or Investment | Key Qualifications • Ms. Allen’s extensive experience as an analyst and consultant to homebuilding related companies provides valuable investor perspective to the Board, enhancing the Board’s ability to oversee important strategic decisions related to investment, operating and financing matters. |

  11. Director Nominees

    | Age: 62 Director Since 1998 Term Expires 2024 Board Committees: Audit, Compensation | | | | | Brad S. Anderson Vice Chair of Cushman & Wakefield Background and Experience Mr. Anderson has significant experience in leadership roles in the homebuilding and real estate industries. • Vice Chair of Cushman & Wakefield, a global real estate services firm (2021 to present) • Executive Vice President of CBRE Group, Inc., an international real estate brokerage company (2009–2021) • Various leadership positions, CB Commercial Real Estate Group, Inc., (1987–2009) • Director, KS StateBank (2016 to present) • Interim Chair of the Board of Continental Homes Holding Corp. (1997–1998 when it merged with D.R. Horton) Key Skills, Experience and Attributes Leadership & Strategy Real Estate/Homebuilding Financial, Accounting and/or Investment Public Company Board/Corporate Governance | Key Qualifications • Mr. Anderson’s extensive real estate industry experience and his current active leadership role with an international real estate services firm brings beneficial insight and perspective to the Board, as many factors that affect the real estate services industry also affect the homebuilding industry. |

  12. Director Nominees

    | Age: 76 Director Since 2003 Term Expires 2024 Board Committees: Nominating and Governance | | | | | Michael R. Buchanan Retired Sr. Advisor, Banc of America Securities Background and Experience Mr. Buchanan has significant commercial banking experience with several banking institutions serving the real estate and homebuilding sectors. • Senior Advisor, Banc of America Securities (2002–2003) • Managing Director, Head of National Real Estate Banking Group, Bank of America (1998 until retirement in 2002) • Executive Vice President of NationsBank, which later merged with Bank of America (1990–1998) • Director, Piedmont Office Realty Trust (NYSE: PDM) (2015–2021) Key Skills, Experience and Attributes Leadership & Strategy Real Estate/Homebuilding Financial, Accounting and/or Investment Public Company Board/Corporate Governance | Key Qualifications • Mr. Buchanan is a highly experienced commercial banker in the real estate and homebuilding sectors. His experience provides the Board with a broad understanding of the key drivers of the credit markets and financing considerations through multiple economic cycles, including their effects on the homebuilding industry. |

  13. Director Nominees

    | Age: 72 Director Since 2021 Term Expires 2024 Board Committees: Audit, Nominating and Governance (Chair) | | | | | Benjamin S. Carson, Sr. Former Secretary of U.S. HUD Background and Experience Dr. Carson has significant leadership experience in governmental, regulatory and medical roles. • 17th Secretary of the U.S. Department of Housing and Urban Development (HUD) (2017–2021) • Led programs focused on advancing economic opportunity; providing safe, fair and affordable housing; spurring reinvestment in communities; reducing homelessness; assisting self-sufficiency to underserved and vulnerable populations; and helping disaster victims • Led the collaboration of eight federal agencies to establish the White House Council on Eliminating Regulatory Barriers to Affordable Housing • Distinguished career in the field of medicine including: • Director of the Division of Pediatric Neurosurgery at the Johns Hopkins Medical Institutions (1984–2013) • Professor of Neurological Surgery, Oncology, Plastic Surgery and Pediatrics at the Johns Hopkins Medical Institutions (1999–2013) • Director — Sinclair Broadcast Group, Inc. (NYSE: SBGI) (June 2022 to present) • Covenant Logistics Group, Inc. (NASDAQ: CVLG) (2021 to present) • Costco Wholesale Corporation (NASDAQ: COST) (1999–2015) • Kellogg Company (NYSE: K) (1997–2015) Key Skills, Experience and Attributes Leadership & Strategy Real Estate/Homebuilding Financial, Accounting and/or Investment Public Company Board/Corporate Governance | Key Qualifications • Dr. Carson gained extensive management and leadership experience during both his service as HUD Secretary and his many contributions to the medical field. • His leadership positions, particularly in overseeing significant capital investments, developing multiple housing initiatives, emphasizing fiscal responsibility and the reduction of regulatory barriers while at HUD, enable Dr. Carson to provide valuable perspective to the Board and its Committees. • Dr. Carson also contributes governance expertise having served on the boards of directors of other S&P 500 companies. |

  14. Director Nominees

    | Age: 70 Director Since 2019 Term Expires 2024 Board Committees: Audit (Chair and Financial Expert), Compensation | | | | | Maribess L. Miller Retired Partner, PricewaterhouseCoopers Background and Experience Ms. Miller, a certified public accountant, has significant experience with both public and private companies gained from leading auditing and consulting engagements. • Practice Partner, PricewaterhouseCoopers (PwC) (1984 until retirement in 2009) • Managing Partner, North Texas Market (2002 to 2009) • Practice Leader, the Southwest Region Consumer, Industrial and Energy practice (1998 to 2002) • Managing Partner of PwC’s US Healthcare Audit Practice (1995 to 1998) • Director, Triumph Financial, Inc. (NYSE: TFIN) (2014–present) • Director, Zix Corporation (2010 until acquisition by OpenText in 2021) Key Skills, Experience and Attributes Leadership & Strategy Financial, Accounting and/or Investment Public Company Board/Corporate Governance | Key Qualifications • Ms. Miller gained extensive experience in the auditing and business consulting fields, knowledge of public and private companies across multiple industries, and significant leadership experience as a managing partner for PwC in several key positions throughout her 34-year career. |

  15. Director Nominees

    Our governance structures predicated on our Corporate Governance Principles ensure robust independent oversight of management and accountability to stockholders.

  16. Director Nominees

    | Governance Principles | Corporate Governance Practice | | Accountability to our Stockholders | ✓ Our common stock is our only class of stock, with one vote per share. | | | ✓ Our stockholders elect directors for one-year terms by a majority vote standard. | | | ✓ Our Bylaws permit stockholder proxy access. | | | ✓ We do not have a “poison pill” or similar anti-takeover provision in place. | | Board Independence | ✓ Five of our eight director nominees are independent. | | | ✓ We have a separate chairman and chief executive officer and an independent presiding director. | | | ✓ Our independent directors regularly meet in executive sessions. | | | ✓ All the members of our three standing Board committees—Audit, Compensation and Nominating and Governance—are independent. | | Board Diversity | ✓ Two of our eight directors are women, and one director is ethnically diverse. | | | ✓ Director gender and ethnic diversity is supported by our candidate recruitment policy. | | | ✓ All of the key Board committee chairs and our Presiding Director are either female or ethnically diverse. | | Board Policies and Practices | ✓ Our Board annually reviews its performance, as well as the performance of each of its standing committees. | | | ✓ Our Board actively engages in chief executive officer succession planning and reviews succession plans for our other executives annually. | | | ✓ Our Nominating and Governance Committee oversees risks associated with overall governance and Board succession planning and ESG. | | | ✓ Our Compensation Committee evaluates our CEO’s performance annually. | | | ✓ Our Audit Committee oversees cybersecurity risk. | | Risk Mitigation and Alignment of Interests | ✓ We have robust stock ownership guidelines for executive officers and directors. | | | ✓ Effective October 2, 2023, the Board of Directors adopted an amended clawback policy that complies with recently enacted rules and regulations of the NYSE and SEC. | | | ✓ Our directors and executive officers may not engage in pledging or hedging transactions or other transactions designed to hedge or offset any decrease in the market value of our Company stock. | | | ✓ No executive officer or director has any shares of Company stock pledged or hedged. |

  17. Compensation of Directors

    Compensation of Directors Our Board of Directors approves the annual compensation and fees paid to our non-employee directors, each of whom is listed in the “Director Compensation for Fiscal 2023” table. The Board’s goal is to set non-employee director compensation at a reasonable level of cash and equity compensation. The total annual compensation of directors has varied primarily due to our practice of awarding retainer restricted stock unit awards every three years. For fiscal 2023, Mr. Horton and Mr. Auld, as members of executive management, did not receive any 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 27. In addition, for fiscal 2024, the Compensation Committee approved an annual strategic advisor fee and other benefits for Donald R. Horton, Chairman of the Board, which is described under the heading “Strategic Advisor“ on page 71. Director Fees Paid in Cash. Non-employee directors are paid cash compensation based on the number of meetings attended in person, by telephone conference or virtually, the number of committees on which they serve and the number of committees for which they serve as Chair. In fiscal 2023, compensation for attending the meetings was $17,500 for each of the four quarterly meetings, not to exceed $70,000 for the calendar year. Additional compensation of $5,000 annually was paid for each committee on which a director serves, and $2,500 annually was paid to each committee chair. All compensation is paid quarterly and on a pro-rata basis if the composition of the committees changes during the year. In fiscal 2024, the Board approved compensation for attending the meetings from $17,500 to $20,000 for each of the four quarterly meetings, not to exceed $80,000 for the calendar year. Restricted Stock Units. We grant our non-employee directors retainer restricted stock unit awards every three years that vest in annual installments over three years. These awards were last approved in January 2022 and no such retainer grants were made in fiscal 2023. In addition, our non-employee directors are also granted a separate award of restricted stock units on an annual basis at the time the Board and the Committee grant restricted stock units to a broad group of Company employees. Each of Ms. Allen, Mr. Anderson, Mr. Buchanan, Dr. Carson and Ms. Miller received a grant of 695 restricted stock units in April 2023 as reflected in the Director Compensation table that follows. These restricted stock units vest ratably over five years. In addition, when a new non-employee director joins our Board, the Board of Directors may award restricted stock units to the new non-employee director at that time. Expenses and Health Care Plan. Each non-employee director is entitled to reimbursement for reasonable expenses relating to his or her service on the Board and any committee, including travel, meals and other related expenses. Each non-employee director is also eligible to participate in the Company’s broad-based health care plan, and Ms. Allen, Mr. Anderson and Mr. Buchanan each elected to participate in the plan in fiscal 2023.

  18. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023

  19. Director Compensation for Fiscal 2023

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Total | | Barbara K. Allen | $82,500 | $71,648 | $154,148 | | Brad S. Anderson | $80,000 | $71,648 | $151,648 | | Michael R. Buchanan | $75,000 | $71,648 | $146,648 | | Benjamin S. Carson, Sr. | $82,500 | $71,648 | $154,148 | | Maribess L. Miller | $82,500 | $71,648 | $154,148 |

  20. Director Compensation for Fiscal 2023

    | (1) The Company pays director fees to only non-employee directors. |

  21. Director Compensation for Fiscal 2023

    | (2) Amounts represent fees paid in cash during fiscal 2023. |

  22. Director Compensation for Fiscal 2023

    | (3) The amounts represent the grant date fair value of $103.09 per unit for the 695 restricted stock units granted to each non-employee director on April 20, 2023, which restricted stock units vest ratably over five years. |

  23. Director Compensation for Fiscal 2023

    | The grant date fair value of the restricted stock units was determined in accordance with the accounting guidance for share-based payments. The Company recognizes expense for these awards over the respective vesting period. |

  24. Director Compensation for Fiscal 2023

    As of September 30, 2023, each non-employee director held the following number of unvested restricted stock units:

  25. Director Compensation for Fiscal 2023

    | Name | Unvested Restricted Stock Units | | Barbara K. Allen | 7,064 | | Brad S. Anderson | 7,064 | | Michael R. Buchanan | 7,064 | | Benjamin S. Carson, Sr. | 6,719 | | Maribess L. Miller | 8,594 |

  26. Director Compensation for Fiscal 2023

    PROPOSAL TWO – ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION Proposal Two – Advisory Vote on the Approval of Executive Compensation As required pursuant to Section 14A of the Securities Exchange Act, our stockholders are being asked to approve a non-binding advisory resolution to approve the compensation of our named executive officers, as disclosed in this Proxy Statement. Although this “say-on-pay” resolution is non-binding, our Board of Directors and Compensation Committee welcome your opinion and will consider the result of the vote when making future compensation decisions. Our Board has determined to hold an annual advisory vote on executive compensation, and, pending consideration of the results of Proposal Three, the Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation, included in this proxy statement, we anticipate our next advisory vote on the approval of executive compensation after our 2024 Annual Meeting of Stockholders will be held at our 2025 Annual Meeting of Stockholders. We encourage you to read the Compensation Discussion and Analysis beginning on page 27 of this Proxy Statement, which describes in detail how our executive compensation policies and procedures are designed and operate to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables, notes and narrative, which provide detailed information on the compensation of our named executive officers and the structure of our executive compensation programs that are designed to incentivize and reward executives for actions that create sustainable stockholder value and reward executives accordingly. We believe that our current executive compensation program achieves an appropriate balance of short-term and long-term compensation incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, and thereby aligns the interests of our named executive officers with those of our stockholders. In accordance with Section 14A of the Exchange Act, we are asking our stockholders to approve the following advisory resolution at the 2024 Annual Meeting: RESOLVED, that the stockholders of D.R. Horton, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.

  27. Director Compensation for Fiscal 2023

    | | The Board of Directors Unanimously Recommends that Stockholders Vote “FOR” Approval of the Advisory Resolution on Executive Compensation. |

  28. Director Compensation for Fiscal 2023

    PROPOSAL THREE – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION Proposal Three – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation Pursuant to Section 14A of the Exchange Act, we are asking stockholders to vote an advisory resolution regarding whether future advisory votes to approve executive compensation like Proposal Two should occur every year, every two years or every three years. This vote is not binding on the Board of Directors. After consideration, the Board has determined that continuing to hold an advisory vote on executive compensation every year is appropriate for the Company at this time, and recommends that stockholders vote to hold such future advisory votes each year. This non-binding “say-on-frequency” vote is required at least once every six years. At our 2018 Annual Meeting, over 89% of votes cast supported holding future advisory votes on executive compensation every year. While our Company’s executive compensation program is designed to reinforce the link between executive pay and our long-term performance and stock value, the Board recognizes that executive compensation disclosures are made annually. An advisory vote on an annual basis is also consistent with our practice of annual elections for all directors and annual ratification of our independent registered public accounting firm. In the event the Board decides to make changes to our executive compensation program following a stockholder advisory vote, you should note that because the advisory vote occurs well after the beginning of the compensation year, and because the different elements of our executive compensation program are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to implement such changes by the time of the following year’s annual meeting of stockholders. We understand that our stockholders may have different views as to what is an appropriate frequency for advisory votes on executive compensation. Although this advisory vote is not binding on the Board, we will carefully review the voting results on this proposal. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs. You may specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. You are not voting to approve or disapprove the Board’s recommendation.

  29. Director Compensation for Fiscal 2023

    | | The Board of Directors Unanimously Recommends that Stockholders Vote to Conduct Future Advisory Votes on Executive Compensation “EACH YEAR.” |

  30. Director Compensation for Fiscal 2023

    Our current executive officers are:

  31. Director Compensation for Fiscal 2023

    | David V. Auld Executive Vice Chair | Paul J. Romanowski President and Chief Executive Officer | Michael J. Murray Executive Vice President and Chief Operating Officer | Bill W. Wheat Executive Vice President and Chief Financial Officer |

  32. Director Compensation for Fiscal 2023

    During fiscal 2023, David V. Auld served as our President and Chief Executive Officer. Effective October 1, 2023, he transitioned to a new role as Executive Vice Chair. Effective this same day, the Board appointed Paul J. Romanowski, our former Executive Vice President and Co-Chief Operating Officer, as President and Chief Executive Officer and as a member of the Company’s Board.

  33. Overview

    | Updates for Fiscal 2024 | | Effective October 1, 2023, Donald R. Horton, who served as Executive Chairman during fiscal 2023, transitioned to the role of Chairman of the Board and Strategic Advisor and ceased serving as an executive officer of the Company. Also effective October 1, 2023, David V. Auld, who served as President and Chief Executive Officer during fiscal 2023, was appointed as Executive Vice Chair, and Paul J. Romanowski, who was previously Executive Vice President and Co-Chief Operating Officer was appointed to the role of President and Chief Executive Officer. • Mr. Horton will continue to serve as Chairman of the Board in fiscal 2024 but will no longer serve as an executive officer of the Company. Hence, he will not be eligible for performance incentives going forward such as the PTI Bonus and Performance restricted stock (“Performance RSUs”). Mr. Horton will serve as a Strategic Advisor and will be compensated through a strategic advisor fee, which includes a cash fee and time-based equity awards. • Upon his promotion to President and Chief Executive Officer, the Compensation Committee increased Mr. Romanowski’s base salary to reflect his additional responsibilities. The fiscal 2024 base salaries for the other NEOs were unchanged. • The compensation structures for Mr. Auld, Mr. Romanowski and Mr. Murray will continue to include cash and equity performance incentives including the PTI Bonus and performance-based and time-based equity awards. • The compensation structure for Mr. Wheat will continue to include equity performance incentives, including performance-based and time-based equity awards. To increase the performance alignment of Mr. Wheat’s cash compensation, Mr. Wheat will also be eligible to participate in the PTI Bonus plan starting in fiscal 2024. • The PTI Bonus eligibility payout percentages were adjusted to reflect the responsibilities of the executive team starting in fiscal 2024. • During fiscal 2024, Performance RSUs will continue to comprise a majority of equity awards and utilize a three-year performance period. The payout levels will continue to target above-median Company performance relative to peers on both TSR and financial and operational metrics. |

  34. Our Executive Compensation Principles Drive our Compensation Design

    | Executive Compensation Principles | Executive Compensation Objectives | | Business Resilience | ✓ Achieve long-term sustainability of our business | | Alignment of Interests | ✓ Align our executives’ interests with stockholders’ interests with the goal of maximizing long-term stockholder value | | Pay-for-Performance | ✓ Award compensation that recognizes valuable short- and long-term individual performance as well as the Company’s overall performance | | Attract and Retain | ✓ Motivate and retain highly qualified and experienced executives |

  35. Our Executive Compensation Principles Drive our Compensation Design

    | Design Feature | Rationale and Impact | Business Resilience | Alignment of Interests | Pay for Performance | Attract and Retain | | Emphasize At-Risk and Performance-based Compensation | • 90% of fiscal 2023 CEO Target Pay at risk | ✓ | ✓ | ✓ | | | Balance Short- and Long-term Incentives | • Reward executives for actions that will create short- and long-term stockholder value | ✓ | ✓ | ✓ | ✓ | | Equity Pay Mix | • Majority of equity granted as Performance RSUs | ✓ | ✓ | ✓ | ✓ | | Annual Cash and Equity Incentive Tied to Profitability | • Reward executives for increased profitability which creates stockholder value | ✓ | ✓ | ✓ | ✓ | | | • No guaranteed bonuses | | | | | | Stock Ownership Guidelines | • Ensure alignment of executive interests with those of long-term stockholders | | ✓ | ✓ | | | Clawback and Anti-hedging and Pledging Policies | • Mitigate compensation risk and ensure strong alignment with stockholder interests | ✓ | ✓ | ✓ | |

  36. Donald R. Horton

    | | 90% At-Risk | | | | | 3% Base Salary | 20% PTI Bonus (Cash Portion) | 20% PTI Bonus (Equity Portion) | 50% Performance RSUs | 7% Time RSUs | | 23% Cash | | 77% Long-Term Equity | | |

  37. David V. Auld

    | | 90% At-Risk | | | | | 2% Base Salary | 20% PTI Bonus (Cash Portion) | 20% PTI Bonus (Equity Portion) | 50% Performance RSUs | 8% Time RSUs | | 22% Cash | | 78% Long-Term Equity | | |

  38. (average)

    | | 87% At-Risk | | | | 4% Base Salary | 43% PTI/Other Bonus | 44% Performance RSUs | 9% Time RSUs | | 47% Cash | | 53% Long-Term Equity | |

  39. (average)

    | (1) The fixed portion of compensation includes the executive’s base salary and time-based restricted stock units that vest based on continued employment with the Company. |

  40. (average)

    | The at-risk compensation includes the annual PTI Bonus (for Mr. Horton, Mr. Auld, Mr. Romanowski and Mr. Murray) and the discretionary performance bonuses (for Mr. Wheat), in addition to performance-based equity awards for each named executive officer, which are at-risk if the performance goals or criteria are not achieved. |

  41. (average)

    | (2) Cash compensation includes the executive’s base salary and PTI Bonuses paid in cash (for Mr. Horton, Mr. Auld, Mr. Romanowski and Mr. Murray) and discretionary performance bonuses (for Mr. Wheat). |

  42. (average)

    | Equity compensation includes the portion of the PTI Bonuses paid in common stock (for Mr. Horton and Mr. Auld) and the grant date fair value of performance-based restricted stock units and time-based restricted stock units for each named executive officer. |

  43. (average)

    | | Why You Should Vote FOR the Advisory Vote on the Approval of Executive Compensation | | ✓ | • Over recent years, the Compensation Committee in response to the feedback received from our stockholders has implemented significant changes to both annual and long-term incentives to better align executives’ interests with those of long-term stockholders. • Our compensation program design, based on our executive compensation philosophy and compensation objectives, rewards executives for actions that create, and provides pay outcomes that are in line with, long-term stockholder value. • More than 85% of executive target compensation remains at-risk, promoting a strong focus on both Company and individual performance. • PTI Bonus program is 100% performance-based with 50% of short-term incentive payout to Mr. Horton and Mr. Auld in equity which is subject to a further two-year holding period that strengthens long-term alignment of interests. • Minimum of three-year vesting for both performance and time-based equity encourages long-term focus and stability of management. • Robust stock ownership guidelines and recoupment policies promote alignment of executives’ interests while mitigating compensation risk. |

  44. Components of Compensation

    | Pay Element | At Risk | Purpose of Pay Element | What the Pay Element Rewards | Key Highlights | | Base Salary | | Provide fixed compensation in line with peer group | Skills, experience, competence, performance, responsibility, leadership and contribution to the Company | ✓ Base salaries unchanged for all NEOs during fiscal 2023; in line with or below comparable positions in our peer group | | PTI Bonus (1) | ✓ | Achieve higher profitability that leads to increased stockholder value | Annual achievement of metrics that measure execution of strategic goals | ✓ Dollar cap for all NEOs ✓ Payouts for Mr. Horton and Mr. Auld split equally into cash and equity, with equity subject to a further two-year holding period | | Performance RSUs | ✓ | Focus on longer-term performance, create alignment with long-term stockholders | Achievement of multi-year financial performance goals and value creation | ✓ Three-year performance period ✓ Performance RSUs comprise majority of target fiscal 2023 compensation in Performance RSUs ✓ Performance must exceed median for target payout | | Time-based RSUs | | Create alignment with stockholders by focusing efforts on longer-term stockholder returns | Long-term stockholder value creation | ✓ Three- to five-year vesting provides retentive value | | Chairman Pay At Risk % | 90% | | | | | CEO Pay At Risk % | 90% | | | | | Other NEOs Pay At Risk % | 87% | | | |

  45. Components of Compensation

    | (1) Mr. Wheat did not participate in the PTI Bonus program in fiscal 2023, but rather received a cash bonus in an amount determined by the Compensation Committee based on performance of his responsibilities and overall Company performance. Beginning in fiscal 2024, based on growth and additional responsibilities, Mr. Wheat will participate in the PTI Bonus program. |

  46. Cash Compensation: Base Salaries and Performance Bonuses

    Cash Compensation: Base Salaries and Performance Bonuses

  47. Base Salaries – Named Executive Officers

    | • | average and median base salaries of comparable executives in our peer group; and |

  48. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    2023 Fiscal Year - Pre-Tax Income Performance Bonus During fiscal 2023, in line with our compensation philosophy to award incentive bonuses based on performance, Mr. Horton, Mr. Auld, Mr. Romanowski and Mr. Murray each had the opportunity to earn a performance bonus (“PTI Bonus”) based on the Company’s pre-tax income earned during the year. “Pre-tax income” or “PTI” means consolidated income before income taxes, as publicly reported by the Company in its consolidated financial statements prepared in accordance with generally accepted accounting principles. The PTI Bonus focuses Mr. Horton, Mr. Auld, Mr. Romanowski and Mr. Murray on generating and increasing pre-tax income. We believe that increases in pre-tax income result in increases in the value of the Company, which benefits all of our long-term stockholders. The maximum payout percentages for the PTI Bonus in fiscal 2023 are included in the table below. The Compensation Committee sets these percentages each year at the beginning of the fiscal year. The Compensation Committee has discretion to adjust the earned PTI Bonus downward, but not upward. Background. To link pay and performance, the combined annual incentive bonus for Mr. Horton, Mr. Auld, Mr. Romanowski and Mr. Murray has historically been based on a percentage of the Company’s pre-tax income. The Compensation Committee believes that strong profitability puts the Company in excellent position to achieve its long-term performance goals. For fiscal 2023, the Compensation Committee believed that by using a percentage of pre-tax income, we would incentivize Mr. Horton, Mr. Auld, Mr. Romanowski and Mr. Murray to achieve higher levels of pre-tax income, which aligns their interests with those of our stockholders. In line with stockholder feedback received in fiscal 2022, the Compensation Committee significantly lowered the PTI payout percentages. For fiscal 2023, the following PTI payout percentages were selected for the PTI Bonuses: 0.20% for Mr. Horton and Mr. Auld, and 0.10% for Mr. Romanowski and Mr. Murray. These maximum percentages were subjectively determined rather than based on any specific formulaic methodology, and the Compensation Committee reserves the right to use its discretion to adjust downward, but not upward, the final earned PTI Bonus amounts.

  49. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    | Evolution of PTI Bonus Eligibility | | | | | | | | | | Percent of Pre-Tax Income | | | | | | | | Name | Fiscal 2024 | | Fiscal 2023 | | Fiscal 2022 | | Fiscal 2021 | | Donald R. Horton | N/A | | 0.20 | %(1) | 0.20 | %(1) | 0.60% | | David V. Auld | 0.10 | %(3) | 0.20 | %(1) | 0.20 | %(1) | 0.40% | | Paul J. Romanowski | 0.15 | %(3) | 0.10 | %(2) | 0.10 | %(2) | N/A | | Michael J. Murray | 0.125 | %(4) | 0.10 | %(2) | 0.10 | %(2) | 0.15% | | Bill W. Wheat | 0.10 | %(5) | N/A | | N/A | | N/A |

  50. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    | (1) Payout capped at $14 million with the amount earned split equally between cash and company stock subject to a two-year holding period. |

  51. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    | (2) Payout capped at $10 million with the amount paid in cash. |

  52. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    | (3) Payout capped at $14 million with the amount earned split equally between cash and company stock. |

  53. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    | (4) Payout capped at $12.5 million with the amount earned split equally between cash and company stock. |

  54. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    | (5) Payout capped at $10 million with the amount earned split equally between cash and company stock. |

  55. 2023 Fiscal Year - Pre-Tax Income Performance Bonus

    | Updates for Fiscal 2024 | | • Mr. Horton will no longer be eligible for the PTI Bonus. • Mr. Auld, Mr. Romanowski and Mr. Murray will continue to be eligible to receive the PTI Bonus as indicated in the table above, with their respective PTI Bonus percentage adjusted to reflect their roles in fiscal 2024. • In lieu of receiving a discretionary cash bonus as in prior years, effective in fiscal 2024, Mr. Wheat will be eligible for the PTI Bonus as indicated in the table above. The Compensation Committee believes that having Mr. Wheat participate in the PTI Bonus plan better aligns the pay structure within the executive team and ensures payouts in line with the creation of stockholder value. • In line with the updates made in prior years, the PTI Bonus payout for the Mr. Auld will continue to be capped at $14 million. In connection with his promotion to CEO, Mr. Romanowski’s PTI Bonus will also be subject to a total cap of $14 million. • The PTI Bonus for all named executive officers will be equally split between cash and company stock. |

  56. 2023 Fiscal Year – Pre-Tax Income Performance Bonus Percentages

    2023 Fiscal Year – Pre-Tax Income Performance Bonus Percentages

  57. 2023 Fiscal Year – Pre-Tax Income Performance Bonus Percentages

    | | | Maximum Bonus Potential | | | Name | Fiscal 2023 Performance Goal | 1st Semi-Annual Period | 2nd Semi-Annual Period | | Donald R. Horton | Pre-Tax Income | 0.20% | 0.20% | | David V. Auld | Pre-Tax Income | 0.20% | 0.20% | | Paul J. Romanowski | Pre-Tax Income | 0.10% | 0.10% | | Michael J. Murray | Pre-Tax Income | 0.10% | 0.10% |

  58. 2023 Fiscal Year – Pre-Tax Income Performance Bonus Percentages

    The 1st semi-annual period was the six months ended March 31, 2023 (first and second quarters of fiscal 2023) and the 2nd semi-annual period was the six months ended September 30, 2023 (third and fourth quarters of fiscal 2023). The hurdle or threshold for achieving an annual incentive bonus was the attainment of pre-tax income. If no pre-tax income was attained, then no bonus would be paid under the PTI Bonus. The bonuses paid under the PTI Bonus program were paid as set forth in the tables on the next page.

  59. 2023 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout

    2023 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout The tables below set forth the Company’s pre-tax income (“PTI”) and PTI Bonuses paid in cash and stock for fiscal 2023 to Mr. Horton, Mr. Auld, Mr. Romanowski and Mr. Murray:

  60. 2023 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout

    | Donald R. Horton and 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, 2023 | $2,512,526,003 | 0.20% | $5,025,052 | $2,512,548 | $2,512,504 | | 2nd Semi-Annual Period Ended September 30, 2023 | $3,802,152,600 | 0.20% | $7,604,305 | $3,802,161 | $3,802,144 | | Annual Amount | $6,314,678,603 | 0.20% | $12,629,357 | $6,314,709 | $6,314,648 | | | | Max Payout | $14,000,000 | | | | Paul J. Romanowski and 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, 2023 | $2,512,526,003 | 0.10% | $2,512,526 | $2,512,526 | $— | | 2nd Semi-Annual Period Ended September 30, 2023 | $3,802,152,600 | 0.10% | $3,802,153 | $3,802,153 | $— | | Annual Amount | $6,314,678,603 | 0.10% | $6,314,679 | $6,314,679 | $— | | | | Max Payout | $10,000,000 | | |

  61. 2023 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout

    For fiscal 2023, the total PTI Bonus payable to Mr. Horton and Mr. Auld was capped at $14 million, with any payout earned split between cash and Company stock, and the equity portion of the award subject to a two-year holding period. The number of shares issued was determined by dividing the portion of the PTI Stock Bonus by the Company’s stock price on the date the Compensation Committee approved the award payout. Amounts attributable to any fractional shares for the equity component were paid in cash. During the two-year holding period, Mr. Horton and Mr. Auld are permitted to make transfers of stock for estate planning purposes as long as the shares of stock remain within their respective family’s beneficial ownership. The Compensation Committee believes the holding period further motivates the executives to deliver strong long-term stock performance, which we believe aligns them with the goals of our stockholders. For fiscal 2023, the total PTI Bonus payable to Mr. Romanowski and Mr. Murray was limited to $10 million.

  62. 2023 Fiscal Year – Performance Bonus

    2023 Fiscal Year – Performance Bonus Chief Financial Officer – Mr. Wheat. During fiscal 2023, the Board of Directors and our Compensation Committee approved performance bonuses for Mr. Wheat on a semi-annual basis. For the first semi-annual period ended March 31, 2023, Mr. Wheat received a $1,000,000 bonus, and for the second semi-annual period ended September 30, 2023, he received a $2,000,000 bonus, for a total bonus of $3,000,000 in fiscal 2023. In determining Mr. Wheat’s bonus, the Compensation Committee considered the Company’s financial and operating performance in fiscal 2023 and Mr. Wheat’s contribution and performance in his areas of responsibility across our operations. The Compensation Committee considered the review and recommendations of the Chairman and CEO in determining the amount of Mr. Wheat’s performance bonus.

  63. 2023 Fiscal Year – Performance Bonus

    | Updates for Fiscal 2024 | | • As noted above, in lieu of receiving a discretionary bonus as in prior years, effective in fiscal 2024, Mr. Wheat will be eligible for the PTI Bonus as indicated in the table above. The Compensation Committee believes that having Mr. Wheat participate in the PTI Bonus plan better aligns the pay structure within the executive team and ensures payouts in line with the creation of stockholder value. |

  64. Equity Compensation: Performance and Time-Based

    Equity Compensation: Performance and Time-Based Our Compensation Committee believes that our executive compensation plans should include performance and time-based equity awards as the primary long-term components. We believe long-term equity awards align the financial interests of our executive officers with the interests of our stockholders by focusing more on the long-term performance of the Company, with value realized by executives being aligned with stockholder value. Performance Equity. We grant our executive officers equity awards in the form of performance restricted stock units, which are earned by achieving four key performance goals over a three-year performance period. The primary purpose of these awards is to motivate our executives to achieve a superior level of performance for each of these performance metrics relative to our peer group which we believe will drive long-term value to our stockholders. In fiscal 2022, based on feedback from our stockholders, the Compensation Committee increased the performance required for vesting under the ROI, SG&A and GP portions of the performance equity plan by increasing the relative performance ranking required for vesting at the threshold and target levels. The performance equity awards granted in fiscal 2022 and fiscal 2023 require a 6th rank out of 10 for vesting at threshold (from 9th rank in previous year incentives) and a 3rd rank out of 10 for vesting at target (from 5th rank in previous year incentives). Time-Based Equity. We grant our executive officers equity awards in the form of restricted stock units that vest over a three- or five-year time period based on continued employment with the Company. The primary purpose of these awards is to align the interests of our executives with those of long-term stockholders as well as to retain the services of our executive officers who have significant experience and have demonstrated superior performance in the homebuilding industry. The Compensation Committee took the following actions regarding Performance RSUs and Time-Based RSUs in fiscal 2023:

  65. Equity Compensation: Performance and Time-Based

    | • | Performance RSUs determination. Each fiscal year, the Compensation Committee reviews the number and value of performance restricted stock units (“Performance RSUs”) to be awarded for a new three-year performance period. The Compensation Committee reviews the target number of Performance RSUs, the maximum number of Performance RSUs that could be earned and the expected value of such awards. The Compensation Committee also considers all other components of each executive’s compensation. In fiscal 2023, in line with its commitment to strengthening long-term alignment of interests with stockholders and the portion of overall target compensation that is equity based, the Compensation Committee increased the number of Performance RSUs granted to its executive officers compared to fiscal 2022. In fiscal 2023, Mr. Horton and Mr. Auld each received 200,000 target Performance RSUs with a grant date value of $15,994,000, Mr. Romanowski and Mr. Murray each received 75,000 target Performance RSUs with a grant date value of $5,997,750 and Mr. Wheat received 50,000 target Performance RSUs with a grant date value of $3,998,500. |

  66. Equity Compensation: Performance and Time-Based

    | • | Time-Based RSUs determination. In fiscal 2023, the Compensation Committee reviewed the number and value of time-based restricted stock units (“Time-Based RSUs”) to be awarded to its executives. In fiscal 2023, Mr. Horton and Mr. Auld each received 23,698 Time-Based RSUs with a grant date value of $2,483,313, Mr. Romanowski and Mr. Murray each received 11,850 Time-Based RSUs with a grant date value of $1,221,617 and Mr. Wheat received 7,900 Time-Based RSUs with a grant date fair value of $814,411. These equity awards vest ratably for Mr. Horton and Mr. Auld over three years and for Mr. Romanowski, Mr. Murray and Mr. Wheat vest ratably over five years. In determining the number of Time-Based RSUs to grant each year to our executives, the Compensation Committee takes into consideration the grant date value of these awards together with the grant value of the Performance RSUs. |

  67. 2023 Fiscal Year – 2025 Performance Restricted Stock Units – Potential Vesting at September 30, 2025

    2023 Fiscal Year – 2025 Performance Restricted Stock Units – Potential Vesting at September 30, 2025 Under our long-term incentive program, each of our named executive officers has the opportunity to earn incentive awards based on performance over a three-year period. By awarding a portion of compensation over a longer time period, the interests of these executives are aligned with the interests of our stockholders. In fiscal 2023, the Compensation Committee awarded a target number of performance restricted stock units (the “2025 Performance RSUs”) to each of the named executive officers as follows:

  68. 2023 Fiscal Year – 2025 Performance Restricted Stock Units – Potential Vesting at September 30, 2025

    | Name | Target Number of 2025 Performance RSUs | | Donald R. Horton | 200,000 | | David V. Auld | 200,000 | | Paul J. Romanowski | 75,000 | | Michael J. Murray | 75,000 | | Bill W. Wheat | 50,000 |

  69. 2023 Fiscal Year – 2025 Performance Restricted Stock Units – Potential Vesting at September 30, 2025

    The 2025 Performance RSUs include four performance goals of relative TSR, relative ROI, relative SG&A and relative GP, and will vest, if at all, based on the final performance rankings after the completion of the performance period, which is the three-year period of October 1, 2022 through September 30, 2025 (the “2025 Performance Period”). The four performance goals and weightings for each award are the same as those set forth on page 37 and are discussed in the tables and discussion on pages 37 through 38 . Likewise, the Company’s peer group for the 2025 Performance RSUs consists of the publicly traded homebuilding companies listed on page 41. Consistent with enhancements made to the 2024 Performance RSUs based on feedback from our stockholders, the 2025 Performance RSUs require a 6th rank out of 10 for vesting at threshold (from 9th rank in previous year incentives) and a 3rd rank out of 10 for vesting at target (from 5th rank in previous year incentives). The Compensation Committee used the relative TSR performance goal because TSR takes into account changes in our stock price plus dividends paid compared to the S&P 500 Index. By comparing our TSR to the S&P 500 Index, we have a goal that incentivizes our executives to achieve a return for our stockholders that is better than the return achieved by a broad-based index of companies. The three performance goals of relative ROI, relative SG&A and relative GP continue to reflect important internal operating metrics. ROI incentivizes our executives to achieve operating profitability relative to our total assets, which measures our efficiency at using our assets to generate pre-tax income. SG&A incentivizes our executives to control selling, general and administrative expenses. GP incentivizes our executives to maximize our profits on our homes by appropriately managing sales prices and incentives and controlling the cost of land, labor, materials and products used in building our homes. In fiscal 2023, when determining the target number of 2025 Performance RSUs to award, the Compensation Committee reviewed the estimated annual compensation expense for these awards in relation to the Company’s consolidated revenue, pre-tax income and other operating results. The Compensation Committee chose to further incentivize these executive officers by retaining the maximum payout at two times the target amounts in the event that maximum performance is achieved on the four Performance Goals. When the 2025 Performance RSUs were granted, the target and maximum amounts were subjective determinations and not based on any formulaic method or benchmark. Additional information on the grant date fair value of the 2025 Performance RSUs is set forth in the “Summary Compensation Table” on page 44 and the “Grants of Plan-Based Awards” table on page 45.

  70. 2023 Fiscal Year – 2025 Performance Restricted Stock Units – Potential Vesting at September 30, 2025

    | Updates for Fiscal 2024 | | • Mr. Horton will no longer receive Performance RSUs. |

  71. 2023 Performance Restricted Stock Units – Ranking Results and Vesting at September 30, 2023 Based on Actual Performance

    2023 Performance Restricted Stock Units – Ranking Results and Vesting at September 30, 2023 Based on Actual Performance In October 2023, the Compensation Committee reviewed the performance achieved for the Performance RSUs granted in November 2020 (the “2023 Performance RSUs”) to each of our then serving named executive officers. The 2023 Performance RSUs had a three-year performance period of October 1, 2020 through September 30, 2023 (the “2023 Performance Period”). The 2023 Performance RSUs 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 “2023 Performance RSUs Final Results” on page 39.

  72. 2023 Performance Restricted Stock Units – Ranking Results and Vesting at September 30, 2023 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% |

  73. 2023 Performance Restricted Stock Units – Ranking Results and Vesting at September 30, 2023 Based on Actual Performance

    | TSR: | means “total shareholder return” (stock price increases and decreases plus dividends) of the Company over the 2023 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 2023 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 2023 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 2023 Performance Period. |

  74. 2023 Performance Restricted Stock Units – Ranking Results and Vesting at September 30, 2023 Based on Actual Performance

    The following tables set forth the number of 2023 Performance RSUs that could have been earned based on the final performance rankings of the Company.

  75. (each weighted 25% of target award)

    | Performance Level Compared to 10-Company Peer Group | Percentage of Target Award | | Donald R. Horton | David V. Auld | Michael J. Murray and Bill W. Wheat | | | | | Number of Performance RSUs Earned | | | | 10th Rank | Forfeited | | Zero | Zero | Zero | | 9th Rank | Threshold | 10% | 5,000 | 2,500 | 750 | | 5th Rank | Target | 100% | 50,000 | 25,000 | 7,500 | | 1st Rank | Maximum | 200% | 100,000 | 50,000 | 15,000 |

  76. (each weighted 25% of target award)

    As set forth in the tables above, the number of 2023 Performance RSUs could have been earned at a maximum of 400,000 for Mr. Horton, 200,000 for Mr. Auld, 60,000 for Mr. Murray and 60,000 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 2023 Performance RSUs, the Company’s peer group consisted of the following publicly traded homebuilding companies: KB Home, Lennar, M.D.C. Holdings, Meritage Homes, NVR, PulteGroup, Taylor Morrison, Toll Brothers, and Tri Pointe Homes. Each 2023 Performance RSU represented the contingent right to receive one share of common stock if vesting was satisfied. The 2023 Performance RSUs had no rights to dividends or voting prior to vesting and payout in common stock. Vesting of the 2023 Performance RSUs with respect to the TSR Performance Goal was determined after the 2023 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 2023 Performance RSUs with respect to the ROI, SG&A and GP Performance Goals was determined after the 2023 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 hurdle or threshold for earning or vesting in any portion of the 2023 Performance RSUs with respect to the TSR goal was to perform better than nine percentage points below the S&P 500 Index. The hurdle or threshold for earning or vesting in any portion of the 2023 Performance RSUs with respect to the ROI, SG&A and GP Performance Goals was to rank ninth place or better. The following tables set forth the final relative rankings for the TSR, ROI, SG&A and GP performance goals with respect to the 2023 Performance RSUs:

  77. Final Results

    | | Donald R. Horton | | David V. Auld | | Michael J. Murray and Bill W. Wheat | | | Final Company Performance Rankings | Target Number of RSUs Awarded | Number of RSUs Earned | Target Number of RSUs Awarded | Number of RSUs Earned | Target Number of RSUs Awarded | Number of RSUs Earned | | TSR = 10+ Points Above | 50,000 Units | 100,000 Units | 25,000 Units | 50,000 Units | 7,500 Units | 15,000 Units | | ROI = 2nd Place | 50,000 Units | 87,500 Units | 25,000 Units | 43,750 Units | 7,500 Units | 13,125 Units | | SG&A = 2nd Place | 50,000 Units | 87,500 Units | 25,000 Units | 43,750 Units | 7,500 Units | 13,125 Units | | GP = 4th Place | 50,000 Units | 62,500 Units | 25,000 Units | 31,250 Units | 7,500 Units | 9,375 Units | | | 200,000 Units | 337,500 Units | 100,000 Units | 168,750 Units | 30,000 Units | 50,625 Units |

  78. Retirement Benefits

    Retirement Benefits Our executive officers do not participate in any qualified defined benefit plans, but they do participate in the retirement plans described below. We believe that it is important to offer these retirement plans to our executive officers as part of a competitive long-term compensation program that encourages saving for retirement and that promotes long-term retention. Profit Sharing Plus Plan (401(k) plan). Our executive officers participate in our Company-wide 401(k) plan. Executive officers, like all other eligible employees, may contribute 1% to 75% of their earnings, on a pre-tax basis, into the 401(k) plan. For 2023, the maximum amount that could be contributed was $22,500 ($30,000 for participants 50 years or older). The Company makes a matching contribution to the participant’s account in an amount of $0.50 for each $1.00 contributed by the participant up to 6% of his or her salary. The matching contributions made by the Company on behalf of the executive officers for each applicable year are included in the “All Other Compensation” column in the “Summary Compensation Table” on page 44. Deferred Compensation Plan. The Company also maintains the Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is a nonqualified deferred compensation plan maintained primarily to provide deferred compensation benefits in excess of IRS contribution limits for a select group of “management or highly compensated employees”. The Deferred Compensation Plan was adopted and approved by the Compensation Committee and ratified by the Board of Directors. SERP 2. The Company also maintains the Amended and Restated Supplemental Executive Retirement Plan 2 (“SERP 2”), a nonqualified plan, to permit eligible participants, which include our executive officers, region presidents, division presidents and other key employees, to accrue supplemental Company benefits payable upon retirement, separation of service, death or disability. The SERP 2 provides that if the executive is employed by the Company on the last day of the fiscal year, the Company will establish a liability to such executive equal to 10% of his or her annual base salary as of the first day of such fiscal year. This liability will accrue earnings in future years at a rate established by the administrative committee for the SERP 2. In fiscal 2023, the Compensation Committee reviewed the amounts listed in the column titled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the “Summary Compensation Table” on page 44. These amounts represent the above-market portion of earnings on outstanding SERP 2 balances for the named executive officers. As part of this analysis, we reviewed the data related to the dollar amounts disclosed in the same column titled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the Summary Compensation Tables for each of the CEOs or principal executive officers of each company in our peer group from their most recently filed proxy statements. For fiscal 2023, the amount for Mr. Horton was $409,168 and the amount for Mr. Auld was $196,287. We believe the amounts accrued for above-market earnings on SERP 2 balances are reasonable when compared to our peer group and reasonable relative to the total compensation packages offered to our named executive officers. Also, we considered other factors, including that the Company does not provide our named executive officers with employment agreements or severance agreements or other forms of guaranteed retirement benefits other than the 401(k) matching contribution discussed above. As a result, our SERP 2 program serves as a useful and reasonable fixed compensation component of our overall compensation package.

  79. 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 important and a key factor to developing and retaining our leadership team and a fundamental reason for the success and performance of our company. Our Compensation Committee considers factors such as market capitalization, competition in our markets and mergers, acquisitions and consolidations when determining our peer group. Although the Compensation Committee believes it important and will continue to consider general market compensation practices for companies of a similar size, at this time and primarily due to the extremely competitive nature of the homebuilding industry, the Compensation Committee believes using the below described Performance Peer Group as its primary compensation peer group is the best comparison set. As part of the review of the peer group, the Compensation Committee recognized that that the Company competes for talent not just within the homebuilding industry but also for executives with the requisite skills and experience who are employed at companies outside the homebuilding industry that are of comparable size and operate within the Company’s geographical footprint. As a result, for fiscal 2023, the Company also utilized a Benchmarking Peer Group to better evaluate and benchmark executive pay. As discussed above under “Review of Compensation,” the Compensation Committee engaged Meridian Compensation Partners to provide a comprehensive review of our executive compensation program as compared to the Performance Peer Group described below and to provide general insight on a broader set of S&P 500 companies’ compensation practices (focusing on companies with similar revenue and market capitalization to us). 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 attempt to position compensation at any specified level or ranking within our Performance or Benchmarking Peer groups. Our Performance Peer Group for fiscal 2023 remained unchanged from fiscal 2022 and consisted of the publicly traded homebuilding companies listed below that had market capitalizations ranging from approximately $2.7 billion to $31.2 billion at September 30, 2023. Our market capitalization on that date was $36.0 billion. In fiscal 2023, 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 named executive officers. 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 ten companies in the Benchmarking Peer Group table below were selected. When determining peer group averages, rankings and medians, we include our Company and each company in our Peer Group in the rankings and computations.

  80. Use of Compensation Peer Group Data

    | Performance Peer Group | | | KB Home | PulteGroup, Inc. | | Lennar Corporation | Taylor Morrison Home Corporation | | M.D.C. Holdings, Inc. | Toll Brothers, Inc. | | Meritage Homes Corporation | Tri Pointe Homes, Inc. | | NVR, Inc. | |

  81. Use of Compensation Peer Group Data

    | Benchmarking Peer Group | | | Builders FirstSource, Inc. | NIKE, Inc. | | Carrier Global Corp. | The Home Depot, Inc. | | Lowes Corporation | The Sherwin-Williams Company | | Masco Corporation | Trane Technologies Plc | | Mohawk Industries, Inc. | Whirlpool Corporation |

  82. Compensation Risk Analysis

    | Base Salary: | We set fixed base salaries in amounts that we believe are commensurate with the level of experience, responsibility and tenure of the applicable executive. We believe that 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 2023, we provided an annual incentive bonus opportunity to each named executive officer other than Mr. Wheat, based on the Company’s pre-tax income. Mr. Wheat was awarded an annual discretionary bonus based on his individual performance and the performance of the Company. The final amount of these annual awards is subject to the discretion of the Compensation Committee. Their discretion can be used to reduce the payout when the Committee believes levels achieved result in an inappropriate level of annual pay when balanced with the total compensation package and taking into consideration the Company’s and the executive’s performance. We believe we mitigate risk related to the annual performance goals through our approval process with respect to the final payout of these awards. | | Long-Term Equity: | With respect to our named executive officers, we grant a combination of equity awards in the form of performance restricted stock units and time-based restricted stock units to incentivize performance related to the Company’s key operational and financial goals over a period longer than one fiscal year. We believe the long-term nature of these performance awards mitigates risk because the level of performance achieved is analyzed over a number of fiscal years (typically three), thereby allowing us to take into account any short-term or one-time events that may not be sustainable over a longer time period. | | Restricted Stock Units: | We use restricted stock units as a component of long-term compensation to incentivize performance and to serve as a retention tool. We believe restricted stock units that vest over time are a valuable tool in promoting employee retention. We do not grant restricted stock units in coordination with the release of material non-public information. Further, we have several levels of review when restricted stock units are granted, including approval by the Compensation Committee and review by corporate legal, human resources and accounting personnel to ensure the terms of the restricted stock units approved match the terms of the restricted stock units issued. | | Performance Goals: | The Compensation Committee has selected operating and financial performance goals to incentivize performance. The performance goals tied to the annual and long-term awards are the achievement of consolidated pre-tax income, relative return on investment, relative gross profit, relative selling, general and administrative expense and relative total stockholder return. The Company has established appropriate controls around the determination of the components that define these goals and the calculations of the ultimate payouts of these awards. | | Discretion and Clawback: | We mitigate compensation risk by giving the Compensation Committee sole discretion to reduce the final payout on a portion of the total compensation awarded. The Compensation Committee maintains sole discretion to reduce the final payout of the PTI Bonus. The Compensation Committee does not have the discretion to reduce awarded compensation related to time-based equity awards and performance-based equity awards, except in a clawback situation. Our executive officers are subject to the clawback provisions of the Sarbanes-Oxley Act. Effective October 2, 2023, the Board of Directors adopted a new Clawback Policy that complies with recently enacted rules and regulations of the NYSE and SEC. The Clawback Policy is posted on our website at investor.drhorton.com under the Policy & ESG Documents link within the ESG section. | | Pledging/Hedging Company Securities: | Our directors and executive officers are prohibited from pledging or hedging transactions or engaging in other transactions designed to hedge or offset any decrease in the market value of our securities. |

  83. Summary Compensation Table

    Summary Compensation Table

  84. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Donald R. Horton(1) Chairman and Strategic Advisor | 2023 | $1,000,000 | — | $24,791,961 | $6,314,709 | $409,168 | $113,386 | $32,629,224 | | | 2022 | $1,000,000 | — | $21,987,160 | $7,000,138 | $483,758 | $112,636 | $30,583,692 | | | 2021 | $1,000,000 | — | $16,834,391 | $32,138,153 | $469,139 | $112,186 | $50,553,869 | | David V. Auld(1) Executive Vice Chair | 2023 | $700,000 | — | $24,791,961 | $6,314,709 | $196,287 | $79,900 | $32,082,857 | | | 2022 | $700,000 | — | $21,987,160 | $7,000,138 | $230,414 | $79,150 | $29,996,862 | | | 2021 | $700,000 | — | $8,145,841 | $21,425,435 | $221,620 | $78,700 | $30,571,596 | | Paul J. Romanowski(1) President and Chief Executive Officer | 2023 | $500,000 | — | $7,219,367 | $6,314,679 | $95,396 | $59,900 | $14,189,342 | | | 2022 | $500,000 | — | $5,447,599 | $7,629,749 | $110,780 | $59,150 | $13,747,278 | | Michael J. Murray Executive Vice President and Chief Operating Officer | 2023 | $500,000 | — | $7,219,367 | $6,314,679 | $80,061 | $59,900 | $14,174,007 | | | 2022 | $500,000 | — | $5,447,599 | $7,629,749 | $92,368 | $59,150 | $13,728,866 | | | 2021 | $500,000 | — | $3,044,615 | $8,034,538 | $87,047 | $58,700 | $11,724,900 | | Bill W. Wheat Executive Vice President and Chief Financial Officer | 2023 | $500,000 | $3,000,000 | $4,812,911 | — | $114,707 | $59,900 | $8,487,518 | | | 2022 | $500,000 | $3,000,000 | $3,363,589 | — | $133,972 | $59,150 | $7,056,711 | | | 2021 | $500,000 | $3,000,000 | $3,044,615 | — | $128,098 | $58,700 | $6,731,413 |

  85. Summary Compensation Table

    | (1) Effective October 1, 2023, Mr. Horton, who served as Executive Chairman during fiscal 2023, transitioned to the role of Chairman of the Board and Strategic Advisor and ceased serving as an executive officer of the Company at that time. Also effective October 1, 2023, Mr. Auld, who served as President and Chief Executive Officer during fiscal 2023, was appointed Executive Vice Chair, and Mr. Romanowski, who was previously Executive Vice President and Co-Chief Operating Officer was appointed President and Chief Executive Officer. |

  86. Summary Compensation Table

    | (2) The amounts listed represent performance cash bonuses paid to Mr. Wheat. |

  87. Summary Compensation Table

    | (3) For fiscal 2023, the amounts include the grant date fair value of both the time-vesting RSUs and the target number of 2025 Performance RSUs granted in fiscal 2023. For Mr. Horton and Mr. Auld the amounts also include the portion of their 2023 PTI Bonus paid in stock in fiscal 2023, or paid in stock in fiscal 2024 based on Company performance in fiscal 2023. Additional information on the PTI Bonus is discussed under the heading “2023 Fiscal Year — PTI Bonus Results and Payout” on page 35. The grant date fair value is determined in accordance with accounting guidance for share-based payments. If the maximum number of 2025 Performance RSUs was used rather than the target number, the total grant date fair value of the 2023 stock awards would be $31,988,000 for each of Mr. Horton and Mr. Auld, $11,995,500 for each of Mr. Murray and Mr. Romanowski, and $7,997,000 for Mr. Wheat. Additional information regarding the 2025 Performance RSUs and the time-vesting RSUs are set forth in footnotes 2 and 3 to the “Grants of Plan-Based Awards” table on page 45. Additional information regarding the assumptions underlying these calculations is available in Note K to the Company’s consolidated financial statements filed with the Company’s Form 10-K for the fiscal year ended September 30, 2023. |

  88. Summary Compensation Table

    | For fiscal 2022, the amounts include the grant date fair value of both the time-vesting RSUs and the target number of 2024 Performance RSUs granted in fiscal 2022. For Mr. Horton and Mr. Auld the amounts also include the portion of their PTI Bonus paid in stock for fiscal 2022. The grant date fair value is determined in accordance with accounting guidance for share-based payments. If the maximum number of 2024 Performance RSUs was used rather than the target number, the total grant date fair value of the 2022 stock awards would be $24,174,000 for each of Mr. Horton and Mr. Auld, $8,058,000 for each of Mr. Romanowski and Mr. Murray, and $4,834,800 for Mr. Wheat. |

  89. Summary Compensation Table

    | For fiscal 2021, the amounts include the grant date fair value of both the time-vesting RSUs and the target number of 2023 Performance RSUs granted in fiscal 2021. The grant date fair value is determined in accordance with accounting guidance for share-based payments. If the maximum number of 2023 Performance RSUs was used rather than the target number, the total grant date fair value of the 2021 stock awards would be $28,240,000 for Mr. Horton, $14,120,000 for Mr. Auld and $4,236,000 for each of Mr. Murray and Mr. Wheat. |

  90. Summary Compensation Table

    | (4) Amounts reflect the performance bonuses earned under the Company’s PTI Bonus. |

  91. Summary Compensation Table

    | Mr. Horton and Mr. Auld. For fiscal 2023, the Compensation Committee determined that 50% of the PTI Bonus for Mr. Horton and Mr. Auld was to be paid in cash and 50% was to be paid in stock. Based on the Company’s performance in fiscal 2023, $6.3 million of the 2023 PTI Bonus was paid in cash and $6.3 million was paid in common 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. The PTI Bonus paid in common stock is subject to a two-year holding period. Additional information on the PTI Bonus is discussed under the heading “2023 Fiscal Year — PTI Bonus Results and Payout” on page 35. |

  92. Summary Compensation Table

    | Mr. Horton and Mr. Auld. For fiscal 2022, the Compensation Committee determined that 50% of the PTI Bonus for Mr. Horton and Mr. Auld was to be paid in cash and 50% was to be paid in stock. Therefore, $7 million was paid in cash and $7 million was paid in common 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. The PTI Bonus paid in common stock is subject to a two-year holding period. |

  93. Summary Compensation Table

    | Mr. Horton and Mr. Auld. For fiscal 2021, the Compensation Committee limited the amount of the PTI Bonus that could be paid in cash to $10 million. Therefore, $10 million was paid in cash to each of Mr. Horton and Mr. Auld, and $22,138,153 and $11,425,435 was paid in common stock to Mr. Horton and Mr. Auld, respectively. The PTI Bonus paid in common stock was subject to a holding period that ended on September 30, 2023. |

  94. Summary Compensation Table

    | (5) Amounts reflect the above-market portion of earnings on each named executive officer’s outstanding balance under the SERP 2. This amount is further discussed under the heading “SERP 2” on page 39. |

  95. Summary Compensation Table

    | (6) For fiscal 2023, the amounts under “All Other Compensation” include the following components: |

  96. Summary Compensation Table

    | (a) Credits made by the Company of $100,000, $70,000, $50,000, $50,000 and $50,000 to the respective accounts of Mr. Horton, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat under the SERP 2 plan. |

  97. Summary Compensation Table

    | (b) Matching contributions of $9,900 to the respective accounts of Mr. Horton, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat under the D.R. Horton 401(k) plan. |

  98. Summary Compensation Table

    | (c) The participant’s portion of group health plan premiums of $3,486 paid by the Company for the benefit of Mr. Horton. |

  99. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023

  100. Grants of Plan-Based Awards in Fiscal 2023

    | | | | | | | | | All Other Stock Awards: Number of Securities Underlying Stock Awards(3) | Grant Date Fair Value of Stock Awards ($)(2)(3) | | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Donald R. Horton | 11/1/2022 | — | — | $7,000,000 | — | — | 61,008 | — | $6,314,648 | | | 11/1/2022 | — | — | — | 80,000 | 200,000 | 400,000 | — | $15,994,000 | | | 4/20/2023 | — | — | — | — | — | — | 23,698 | $2,483,313 | | David V. Auld | 11/1/2022 | — | — | $7,000,000 | — | — | 61,008 | — | $6,314,648 | | | 11/1/2022 | — | — | — | 80,000 | 200,000 | 400,000 | — | $15,994,000 | | | 4/20/2023 | — | — | — | — | — | — | 23,698 | $2,483,313 | | Paul J. Romanowski | 11/1/2022 | — | — | $10,000,000 | — | — | — | — | — | | | 11/1/2022 | — | — | — | 30,000 | 75,000 | 150,000 | — | $5,997,750 | | | 4/20/2023 | — | — | — | — | — | — | 11,850 | $1,221,617 | | Michael J. Murray | 11/1/2022 | — | — | $10,000,000 | — | — | — | — | — | | | 11/1/2022 | — | — | — | 30,000 | 75,000 | 150,000 | — | $5,997,750 | | | 4/20/2023 | — | — | — | — | — | — | 11,850 | $1,221,617 | | Bill W. Wheat | 11/1/2022 | — | — | — | 20,000 | 50,000 | 100,000 | — | $3,998,500 | | | 4/20/2023 | — | — | — | — | — | — | 7,900 | $814,411 |

  101. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Represents the maximum value of the cash portion of the performance bonuses that can be paid under the PTI Bonus program approved on November 1, 2022. Additional information related to the award is discussed under the heading “2023 Fiscal Year – PTI Bonus Results and Payout” on page 35. The actual earned payouts under the PTI Bonus program are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” on page 44. |

  102. Grants of Plan-Based Awards in Fiscal 2023

    | (2) The 61,008 shares for each of Mr. Horton and Mr. Auld represent the portion of their performance bonuses under the PTI Bonus program paid in stock. Such shares were issued on April 18, 2023 (24,589 shares each) and on October 31, 2023 (36,419 shares each). Additional information related to the award is discussed under the heading “2023 Fiscal Year – PTI Bonus Results and Payout” on page 35. |

  103. Grants of Plan-Based Awards in Fiscal 2023

    | Mr. Horton, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded a target number of 2025 Performance RSUs on November 1, 2022. The threshold, target and maximum amounts reflect the number of 2025 Performance RSUs each executive could earn based on the level of performance attained with respect to four performance goals ranked against the performance of our peer group or the S&P 500 Index, as applicable, at the end of the three-year performance period. |

  104. Grants of Plan-Based Awards in Fiscal 2023

    | The grant date fair value of the 2025 Performance RSUs is $79.97 per unit and was determined in accordance with accounting guidance for share-based payments. These 2025 Performance RSUs are discussed under the heading “2023 Fiscal Year – Award of 2025 Performance Restricted Stock Units – Potential Vesting at September 30, 2025” on page 36 and the related grant date fair value is reflected in the “Stock Awards” column in the “Summary Compensation Table” on page 44. |

  105. Grants of Plan-Based Awards in Fiscal 2023

    | (3) On April 20, 2023, Mr. Horton, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded 23,698, 23,698, 11,850, 11,850 and 7,900 time-vesting RSUs, respectively. The RSUs for Mr. Horton and Mr. Auld vest in three equal annual installments on each anniversary of the grant date. The RSUs for Mr. Romanowski, Mr. Murray and Mr. Wheat vest in five equal annual installments on each anniversary of the grant date. |

  106. Grants of Plan-Based Awards in Fiscal 2023

    | The grant date fair value of the April 20, 2023 RSUs vesting in three years is $104.79 per unit and $103.09 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. The grant date fair values of these awards are included in the “Stock Awards” column in the “Summary Compensation Table” on page 44. |

  107. 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, 2023.

  108. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of 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 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Shares of Stock That Have Not Vested | | Donald R. Horton | 4/20/2023 | 23,698(1) | — | $2,546,824(1) | | | 11/1/2022 | — | 400,000(2) | $42,988,000(2) | | | 3/23/2022 | 24,040(1) | — | $2,583,579(1) | | | 3/23/2022 | — | 300,000(3) | $32,241,000(3) | | | 3/17/2021 | 9,498(1) | — | $1,020,750(1) | | David V. Auld | 4/20/2023 | 23,698(1) | — | $2,546,824(1) | | | 11/1/2022 | — | 400,000(2) | $42,988,000(2) | | | 3/23/2022 | 24,040(1) | — | $2,583,579(1) | | | 3/23/2022 | — | 300,000(3) | $32,241,000(3) | | | 3/17/2021 | 3,800(1) | — | $408,386(1) | | Paul J. Romanowski | 4/20/2023 | 11,850(1) | — | $1,273,520(1) | | | 11/1/2022 | — | 150,000(2) | $16,120,500(2) | | | 3/23/2022 | 15,278(1) | — | $1,641,927(1) | | | 3/23/2022 | — | 100,000(3) | $10,747,000(3) | | | 3/17/2021 | 5,202(1) | — | $559,059(1) | | | 3/12/2020 | 7,692(1) | — | $826,659(1) | | | 11/26/2018 | 4,000(1) | — | $429,880(1) | | Michael J. Murray | 4/20/2023 | 11,850(1) | — | $1,273,520(1) | | | 11/1/2022 | — | 150,000(2) | $16,120,500(2) | | | 3/23/2022 | 15,278(1) | — | $1,641,927(1) | | | 3/23/2022 | — | 100,000(3) | $10,747,000(3) | | | 3/17/2021 | 6,696(1) | — | $719,619(1) | | | 3/12/2020 | 9,898(1) | — | $1,063,738(1) | | | 11/26/2018 | 5,930(1) | — | $637,297(1) | | Bill W. Wheat | 4/20/2023 | 7,900(1) | — | $849,013(1) | | | 11/1/2022 | — | 100,000(2) | $10,747,000(2) | | | 3/30/2022 | 10,140(1) | — | $1,089,746(1) | | | 3/23/2022 | — | 60,000(3) | $6,448,200(3) | | | 3/17/2021 | 6,696(1) | — | $719,619(1) | | | 3/12/2020 | 9,898(1) | — | $1,063,738(1) | | | 11/26/2018 | 5,930(1) | — | $637,297(1) |

  109. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents the time-vesting RSUs granted to our named executive officers. The value of the time-vesting RSUs is based on the closing price of our common stock on September 29, 2023, the last trading day of fiscal 2023, of $107.47. Mr. Horton’s and 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. |

  110. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents the potential maximum number of 2025 Performance RSUs that may be earned. The target number of 2025 Performance RSUs is 200,000 for each of Mr. Horton and Mr. Auld, 75,000 for each of Mr. Romanowski and Mr. Murray and 50,000 for Mr. Wheat. The 2025 Performance RSUs are described under “2023 Fiscal Year — Award of 2025 Performance Restricted Stock Units — Potential Vesting at September 30, 2025” on page 36, and vest subject to attainment of applicable performance criteria following completion of a three-year performance period on September 30, 2025. The value of the 2025 Performance RSUs is based on the closing price of our common stock on September 29, 2023, the last trading day of fiscal 2023, of $107.47. |

  111. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents the potential maximum number of 2024 Performance RSUs that may be earned. The target number of 2024 Performance RSUs is 150,000 for each of Mr. Horton and Mr. Auld, 50,000 for each of Mr. Romanowski and Mr. Murray and 30,000 for Mr. Wheat. The 2024 Performance RSUs vest subject to attainment of applicable performance criteria following completion of a three-year performance period on September 30, 2024. The value of the 2024 Performance RSUs is based on the closing price of our common stock on September 29, 2023, the last trading day of fiscal 2023, of $107.47. |

  112. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information about option exercises and stock vested during our fiscal year ended September 30, 2023.

  113. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) | | Donald R. Horton | — | $— | 444,423 | $45,923,182 | | David V. Auld | — | $— | 256,972 | $26,524,485 | | Paul J. Romanowski | 70,000 | $5,508,554 | 17,400 | $1,598,899 | | Michael J. Murray | 60,000 | $5,177,752 | 72,156 | $7,253,076 | | Bill W. Wheat | 60,000 | $5,651,354 | 70,871 | $7,126,695 |

  114. Option Exercises and Stock Vested

    | (1) Amounts represent the difference in the aggregate market value and the aggregate exercise price of the shares on the date of exercise. |

  115. Option Exercises and Stock Vested

    | (2) Number of shares under Stock Awards includes vesting of time-based RSUs for each person, Performance RSUs for each person except Mr. Romanowski, and for Mr. Horton and Mr. Auld includes the portion of their fiscal 2023 PTI Bonus paid in stock. |

  116. Option Exercises and Stock Vested

    | (3) Value reflects the closing stock price on the applicable vesting date multiplied by the number of shares vested. |

  117. 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 receipt of up to 100% of cash bonuses or director fee compensation and up to 90% of base salary. The participants earn a rate of return on their deferred amounts based on their selection from a variety of independently managed funds. The Company does not provide a guaranteed rate of return on these deferred amounts. The rate of return realized depends on the participant’s fund selections and market performance of these funds. Pursuant to his or her annual election, a participant’s Deferred Compensation Plan benefit will be paid, or commence to be paid, upon separation from service or on a fixed date. Specified employees, as defined in Code Section 409A, generally cannot be paid until six months after separation from service (or, if earlier, upon a change in control). Payment may also be made upon death, disability or an unforeseeable emergency. The participants, at their election, may choose to have the deferred amounts paid out through scheduled in-service distributions (in a lump sum or annual installments of between two and five years) or following the later of termination of employment or director service or attaining the age of 62. Amounts payable under the plan are not secured or held in trust, 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”). The Deferred Compensation Plan was adopted and approved by the Compensation Committee and ratified by the Board of Directors. SERP 2. Under the Company’s SERP 2 plan, the Company credits an amount to each participant’s account each year. Pursuant to the SERP 2, if the executive is employed by the Company on the last day of a fiscal year, then the Company will establish a liability to such executive equal to 10% of his or her annual base salary as of the first day of such fiscal year. This liability will accrue earnings in future years at a rate established by the administrative committee for the SERP 2. Amounts payable under the SERP 2 are not secured or held in trust, and the plan participants’ rights to enforce payment are the same as a general unsecured creditor. Amounts deferred under the SERP 2 are payable within 60 days following the retirement or termination of employment of the participant, the death or disability of the participant or a change in control of the Company; provided however, specified employees, as defined in Code Section 409A, generally cannot be paid until six months after separation from service (or, if earlier, upon a change in control). The form of distribution may be in a lump sum, or in quarterly installments over a period not to exceed five years, as elected by the participant. The following table shows, for each named executive officer, aggregate contributions, earnings and withdrawals/distributions during fiscal 2023 and outstanding balances as of September 30, 2023 under both of our nonqualified deferred compensation plans.

  118. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  119. Nonqualified Deferred Compensation

    | | Contributions in Fiscal 2023 | | Aggregate Earnings in Fiscal 2023 | | | Aggregate Balance at September 30, 2023 | | | 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 2023 | Deferred Compensation Plan | SERP 2 | | Donald R. Horton | — | $100,000 | $1,030,659 | $678,647 | — | $11,736,671 | $7,315,864 | | David V. Auld | — | $70,000 | $— | $325,562 | — | $— | $3,531,606 | | Paul J. Romanowski | — | $50,000 | $5,547,679 | $158,224 | — | $24,718,230 | $1,732,346 | | Michael J. Murray | — | $50,000 | $11,028 | $132,789 | — | $85,956 | $1,461,905 | | Bill W. Wheat | — | $50,000 | $— | $190,261 | — | $— | $2,072,986 |

  120. Nonqualified Deferred Compensation

    | (1) Represents the amount of unfunded, unsecured liabilities credited by the Company on behalf of each participant in fiscal 2023 under the SERP 2. Such amount is also included in the “All Other Compensation” column of the “Summary Compensation Table” on page 44. |

  121. Nonqualified Deferred Compensation

    | (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. |

  122. Nonqualified Deferred Compensation

    | (3) Represents the amount of earnings related to 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 44. The above-market portion of earnings for each of the above individuals for fiscal 2023 was: Mr. Horton: $409,168; Mr. Auld: $196,287; Mr. Romanowski: $95,396; Mr. Murray: $80,061; and Mr. Wheat: $114,707. |

  123. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control None of our named executive officers has employment or change in control agreements with us specifically providing for payments upon involuntary termination of their employment. However, certain of our benefit and incentive plans contain various provisions regarding termination of employment or a change in control. Any additional severance payments would be at the discretion of the Compensation Committee and determined 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. Generally, our benefit plans define “cause” as a violation of the standards of employee conduct set forth in our employee manual and “change in control” as the occurrence of any of the following events: (i) Our merger, consolidation or reorganization into another entity if our stockholders immediately before such transaction do not, immediately after such transaction, own more than 50% of the combined voting power of the outstanding voting securities resulting from such transaction and in substantially the same proportion as their stock ownership prior to the transaction; (ii) We sell all or substantially all of our assets to another entity or we completely liquidate or dissolve; (iii) A person (as defined by Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) becomes the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then outstanding voting securities (except that the threshold for amounts deposited under our SERP 2 plan on or after January 1, 2005 is 50% or 35% 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 members of the Board is replaced by members of the Board who are not nominated and approved by the Board.

  124. Table – Potential Payments Upon Termination or Change in Control

    Table – Potential Payments Upon Termination or Change in Control The following table reflects amounts of compensation to be paid to each of the named executive officers in the event of termination of employment or change in control. Because neither the Company nor any of its plans currently provides for additional benefits related to a change in control termination, if such a termination is triggered, the payments would be as set forth under the applicable column under Termination of Employment, except with respect to the acceleration of time-vesting RSUs granted prior to fiscal 2020 or unless the Compensation Committee determined to award additional severance amounts. The amounts in the table assume a termination date of September 30, 2023, the last day of our fiscal year, and, if applicable, are based on the closing price of our common stock of $107.47 on September 29, 2023, the last trading day of fiscal 2023. Because Mr. Horton and Mr. Auld had reached the normal retirement age (65 years old) before September 30, 2023, we included amounts payable upon retirement only for them. These amounts are estimates of payments to executives upon termination of employment or a change in control. Actual amounts can only be determined at the time of such executive’s actual separation from the Company or change in control. Factors that could affect these amounts include the timing during the year of any such event, the company’s stock price and the executive’s age. Amounts to be provided to an executive under arrangements that do not discriminate in scope, terms or operation in favor of our executive officers and are available to all salaried employees are not included in the following table in accordance with SEC regulations. In addition to the amounts set forth below, each of the named executive officers would be entitled to receive, upon certain termination events or a change in control, a distribution of his or her outstanding balance of compensation earned and reported in prior years and deferred, at the executive officer’s option, under our Deferred Compensation Plan. The balances of such accounts as of September 30, 2023 are set forth and explained in the “Nonqualified Deferred Compensation” table on page 48. The table reflects compensation that would have been paid based on the listed events if such events had occurred on September 30, 2023.

  125. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  126. Potential Payments Upon Termination or Change in Control

    | | | Termination of Employment | | | | | | | Name | Payments and Benefits | Voluntary ($) | Normal Retirement ($)(5) | Without Cause ($) | With Cause ($) | Death or Disability ($) | Change in Control ($) | | Donald R. Horton | PTI Bonus:(1) | | | | | | | | | Cash and Stock | 7,604,305 | 7,604,305 | 7,604,305 | — | 7,604,305 | 7,604,305 | | | 2024 Performance RSUs(2) | 10,747,000 | 10,747,000 | 10,747,000 | — | 10,747,000 | 10,747,000 | | | 2025 Performance RSUs(3) | 7,164,702 | 7,164,702 | 7,164,702 | — | 7,164,702 | 7,164,702 | | | Vesting of Equity Awards: Time-Vesting Restricted Stock Units(4) | — | 6,151,153 | — | — | 6,151,153 | — | | | Payments of SERP 2 Contributions | 7,315,864 | 7,315,864 | 7,315,864 | — | 7,315,864 | 7,315,864 | | | Total | 32,831,871 | 38,983,024 | 32,831,871 | — | 38,983,024 | 32,831,871 | | David V. Auld | PTI Bonus:(1) | | | | | | | | | Cash and Stock | 7,604,305 | 7,604,305 | 7,604,305 | — | 7,604,305 | 7,604,305 | | | 2024 Performance RSUs(2) | 10,747,000 | 10,747,000 | 10,747,000 | — | 10,747,000 | 10,747,000 | | | 2025 Performance RSUs(3) | 7,164,702 | 7,164,702 | 7,164,702 | — | 7,164,702 | 7,164,702 | | | Vesting of Equity Awards: Time-Vesting Restricted Stock Units(4) | — | 5,538,789 | — | — | 5,538,789 | — | | | Payments of SERP 2 Contributions | 3,531,606 | 3,531,606 | 3,531,606 | — | 3,531,606 | 3,531,606 | | | Total | 29,047,613 | 34,586,402 | 29,047,613 | — | 34,586,402 | 29,047,613 | | Paul J. Romanowski | PTI Bonus:(1) | | | | | | | | | Cash | 3,802,153 | — | 3,802,153 | — | 3,802,153 | 3,802,153 | | | 2024 Performance RSUs(3) | 3,582,298 | — | 3,582,298 | — | 3,582,298 | 3,582,298 | | | 2025 Performance RSUs(3) | 2,686,750 | — | 2,686,750 | — | 2,686,750 | 2,686,750 | | | Vesting of Equity Awards: Time-Vesting Restricted Stock Units(4) | — | — | — | — | 4,731,044 | 429,880 | | | Payments of SERP 2 Contributions | 1,732,346 | — | 1,732,346 | — | 1,732,346 | 1,732,346 | | | Total | 11,803,547 | — | 11,803,547 | — | 16,534,591 | 12,233,427 | | Michael J. Murray | PTI Bonus:(1) | | | | | | | | | Cash | 3,802,153 | — | 3,802,153 | — | 3,802,153 | 3,802,153 | | | 2024 Performance RSUs(2) | 3,582,298 | — | 3,582,298 | — | 3,582,298 | 3,582,298 | | | 2025 Performance RSUs(3) | 2,686,750 | — | 2,686,750 | — | 2,686,750 | 2,686,750 | | | Vesting of Equity Awards: Time-Vesting Restricted Stock Units(4) | — | — | — | — | 5,336,100 | 637,297 | | | Payments of SERP 2 Contributions | 1,461,905 | — | 1,461,905 | — | 1,461,905 | 1,461,905 | | | Total | 11,533,106 | — | 11,533,106 | — | 16,869,206 | 12,170,403 | | Bill W. Wheat | 2024 Performance RSUs(2) | 2,149,400 | — | 2,149,400 | — | 2,149,400 | 2,149,400 | | | 2025 Performance RSUs(3) | 1,791,202 | — | 1,791,202 | — | 1,791,202 | 1,791,202 | | | Vesting of Equity Awards: Time-Vesting Restricted Stock Units(4) | — | — | — | — | 4,359,413 | 637,297 | | | Payments of SERP 2 Contributions | 2,072,986 | — | 2,072,986 | — | 2,072,986 | 2,072,986 | | | Total | 6,013,588 | — | 6,013,588 | — | 10,373,001 | 6,650,885 |

  127. Potential Payments Upon Termination or Change in Control

    | (1) This amount represents the portion of the PTI Bonus earned for the six months ended September 30, 2023, and is included in the “Non-Equity Incentive Plan Compensation” and “Stock Awards” columns in the “Summary Compensation Table” on page 44. These amounts have been earned and paid as discussed on page 35. |

  128. Potential Payments Upon Termination or Change in Control

    | (2) Mr. Horton, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded a target number of 150,000, 150,000, 50,000, 50,000 and 30,000 2024 Performance RSUs, respectively, for the performance period of October 1, 2021 through September 30, 2024. Pro-rata vesting may occur based on the number of months served from October 1, 2021 in the event of voluntary termination, normal retirement or without cause termination after completion of the performance period. With respect to death or disability, the 2024 Performance RSUs vest pro-rata based on time passed. Upon a change in control, the Committee may accelerate vesting of part or all of the 2024 Performance RSUs. With respect to an event of voluntary termination, normal retirement, without cause termination, death, disability or a change in control, the 2024 Performance RSUs are valued at $107.47 per unit, the closing price of our stock on September 29, 2023. The value in the table reflects pro-rata vesting (two of three years completed) based on time passed as if an event of voluntary termination, normal retirement, without cause termination, death, disability or a change in control had occurred on September 30, 2023. |

  129. Potential Payments Upon Termination or Change in Control

    | (3) Mr. Horton, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded a target number of 200,000, 200,000, 75,000, 75,000 and 50,000 2025 Performance RSUs, respectively, for the performance period of October 1, 2022 through September 30, 2025. Pro-rata vesting may occur based on the number of months served from October 1, 2022 in the event of voluntary termination, normal retirement or without cause termination after completion of the performance period. With respect to death or disability, the 2025 Performance RSUs vest pro-rata based on time passed. Upon a change in control, the Committee may accelerate vesting of part or all of the 2025 Performance RSUs. With respect to an event of voluntary termination, normal retirement, without cause termination, death, disability or a change in control, the 2025 Performance RSUs are valued at $107.47 per unit, the closing price of our stock on September 29, 2023. The value in the table reflects pro-rata vesting (one of three years completed) based on time passed as if an event of voluntary termination, normal retirement, without cause termination, death, disability or a change in control had occurred on September 30, 2023. The 2025 Performance RSUs are discussed in more detail under the heading “2023 Fiscal Year –Award of 2025 Performance Restricted Stock Units – Potential Vesting at September 30, 2025” on page 36. |

  130. Potential Payments Upon Termination or Change in Control

    | (4) For Mr. Horton, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat, the time-vesting RSU amounts represent each officer’s unvested portion of RSUs, as shown in the “Number of Shares or Units of Stock That Have Not Vested” column of the “Outstanding Equity Awards at Fiscal Year-End” table on page 46, valued at $107.47 per unit, the closing price of our stock on September 29, 2023 . The value in the table reflects accelerated vesting if an event of voluntary termination, normal retirement, termination without cause, death or disability, or change in control had occurred on September 30, 2023. Accelerated vesting in a Change of Control does not apply to time-vesting RSUs granted in April 2023, March 2022, March 2021 and March 2020 due to a double-trigger provision requirement for all time-vesting awards in or after fiscal 2020. Additional information on the time-vesting RSUs granted in fiscal 2023 is set forth in footnote 3 to the “Grants of Plan-Based Awards” table on page 45. |

  131. Potential Payments Upon Termination or Change in Control

    | (5) Because Mr. Horton and Mr. Auld had reached the normal retirement age (65 years old) under our applicable plans on September 30, 2023, we included amounts under the “Normal Retirement” column only for them. |

  132. Potential Payments Upon Termination or Change in Control

    CEO PAY RATIO CEO Pay Ratio 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 information about the relationship of the total annual compensation of our median compensated employee and the total annual compensation of Mr. Auld, who was our President and Chief Executive Officer for fiscal 2023. To identify the median compensated employee, we used the following methodology:

  133. Potential Payments Upon Termination or Change in Control

    | • | We used September 30, 2023 as the date to determine the median employee. At that date, we had approximately 13,334 employees consisting of full-time, part-time and temporary employees. Other than Mr. Auld, all employees as of such date were included in our population. |

  134. Potential Payments Upon Termination or Change in Control

    | • | To identify the median employee from our employee population, we obtained a listing of total compensation paid to each employee during fiscal 2023. 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. Such amounts were obtained from our payroll records. We annualized the salaries and wages of our full and part-time employees who were not employed for the entire fiscal year. The above-described compensation measure was consistently applied to all employees. As we had an even number of employees, the methodology resulted in the identification of two median employees. We selected the employee whom we believed had annual total compensation that was more representative of our general compensation practices. |

  135. Potential Payments Upon Termination or Change in Control

    Once we identified our median employee, 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 44. 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 of our median employee and of Mr. Auld to better reflect our employee compensation practices. For the fiscal year ended September 30, 2023:

  136. Potential Payments Upon Termination or Change in Control

    | • | The total compensation of our median employee was $116,043. |

  137. Potential Payments Upon Termination or Change in Control

    | • | The total compensation of Mr. Auld was $32,106,000. |

  138. Potential Payments Upon Termination or Change in Control

    Accordingly, for fiscal 2023, the ratio of the total compensation of Mr. Auld to the total compensation of the median compensation of all employees (excluding Mr. Auld), was 277 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. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection 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 27. The following table sets forth information regarding the compensation of 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 three most recently completed fiscal years. Mr. Auld was our principal executive officer (“PEO”) in the years presented.

  139. Potential Payments Upon Termination or Change in Control

    | Year | Summary Compensation Table Total for Mr. Auld (1) | Compensation Actually Paid to Mr. Auld (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) | | | | 2023 | $32,082,857 | $47,028,337 | $17,370,023 | $26,652,166 | $146.46 | $145.19 | $4,795.2 | $6,314.7 | | 2022 | $29,996,862 | $26,181,129 | $16,279,137 | $13,299,571 | $90.89 | $88.95 | $5,895.6 | $7,629.7 | | 2021 | $30,571,596 | $51,287,681 | $23,003,394 | $35,128,198 | $112.08 | $112.30 | $4,191.2 | $5,356.3 |

  140. Potential Payments Upon Termination or Change in Control

    | (1) David V. Auld was our President and Chief Executive Officer in each of the fiscal years presented and currently serves as Executive Vice Chair. The dollar amounts in this column are the amounts reported for Mr. Auld for each of the corresponding fiscal years in the “Total” column in the Summary Compensation Table on page 4 4 . |

  141. Potential Payments Upon Termination or Change in Control

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Auld, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the total compensation actually realized or received by Mr. Auld. 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. 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. |

  142. Potential Payments Upon Termination or Change in Control

    | Compensation Actually Paid to Mr. Auld | 2023 | 2022 | 2021 | | Summary Compensation Table (SCT) total compensation | $32,082,857 | $29,996,862 | $30,571,596 | | Less: value of stock awards reported in SCT for the fiscal year | (24,791,961) | (21,987,160) | (8,145,841) | | Plus: year-end fair value of outstanding and unvested stock awards granted in the fiscal year | 17,771,741 | 15,200,693 | 13,673,255 | | Plus: fair value as of the vesting date of stock awards granted and vested in the fiscal year | 6,314,648 | 6,999,862 | 11,425,435 | | 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 | 8,639,441 | (2,773,163) | 1,555,460 | | 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 | 7,011,611 | (1,255,965) | 2,207,776 | | Less: prior year-end fair value of any stock awards forfeited during the fiscal year | — | — | — | | Compensation actually paid to David V. Auld | $47,028,337 | $26,181,129 | $51,287,681 |

  143. Potential Payments Upon Termination or Change in Control

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Auld) (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: |

  144. Potential Payments Upon Termination or Change in Control

    | 2023 | 2022 | 2021 | | Donald R. Horton | Donald R. Horton | Donald R. Horton | | Michael J. Murray | Michael J. Murray | Michael J. Murray | | Paul J. Romanowski | Paul J. Romanowski | Bill W. Wheat | | Bill W. Wheat | Bill W. Wheat | |

  145. Potential Payments Upon Termination or Change in Control

    | (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. 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. |

  146. Potential Payments Upon Termination or Change in Control

    | Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | | Average Summary Compensation Table (SCT) total compensation | $17,370,023 | $16,279,137 | $23,003,394 | | Less: average value of stock awards reported in SCT for the fiscal year | (11,010,902) | (9,061,487) | (7,641,207) | | Plus: average year-end fair value of outstanding and unvested stock awards granted in the fiscal year | 9,098,177 | 7,392,807 | 12,438,896 | | Plus: average fair value as of the vesting date of stock awards granted and vested in the fiscal year | 1,578,662 | 1,749,966 | 3,808,478 | | 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 | 4,876,345 | (2,252,841) | 1,616,589 | | 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 | 4,739,861 | (808,011) | 1,902,048 | | Less: prior year-end fair value of any stock awards forfeited during the fiscal year | — | — | — | | Average compensation actually paid to Non-PEO NEOs | $26,652,166 | $13,299,571 | $35,128,198 |

  147. Potential Payments Upon Termination or Change in Control

    | (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. |

  148. Potential Payments Upon Termination or Change in Control

    | (6) For purposes of this peer group TSR disclosure, we have used the S&P 1500 Homebuilding Index, which is the peer group used in the Company’s stock performance graph in our annual report on Form 10-K for the 2023 fiscal year. |

  149. Potential Payments Upon Termination or Change in Control

    | (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. |

  150. Potential Payments Upon Termination or Change in Control

    | (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. |

  151. 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.

  152. Best Practices

    | • | Limit on Non-Employee Director Compensation: The 2024 Plan contains an annual limit on cash and equity-based compensation that may be paid or granted, whether under the 2024 Plan or otherwise, to non-employee directors of $1,000,000 (or $1,500,000 in the fiscal year that the non-employee director first joins the Board or the board of directors of a subsidiary or any fiscal year in which a non-employee director is designated as chairman or lead director of the Board the board of directors of a subsidiary). |

  153. Award Limitations

    | • | Limit on Non-Employee Director Compensation: The aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards) and cash compensation granted under the 2024 Plan or otherwise during any fiscal to any one non-employee director of the Company or its subsidiaries will not exceed $1,000,000, with up to $1,500,000 to be permitted for a non-employee director in the fiscal year he or she first joins the Board or the board of directors of a subsidiary or is designated as chairman or lead director of the Board or of the board of directors of a subsidiary; |