DEF 14A of Horton D R Inc /De/, Dec 13, 2024

DEF 14A of Horton D R Inc /De/

Filed Dec 13, 2024 · FY20240001193125-24-278379

Open on EDGAR

  1. DAVID V. AULD

    | | Page | | Nonqualified Deferred Compensation Plans | 44 | | Potential Payments Upon Termination or Change in Control | 45 | | CEO PAY RATIO | 48 | | PAY VERSUS PERFORMANCE | 49 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 52 | | Audit Fees and All Other Fees | 52 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services | 52 | | Audit Committee Report | 53 | | PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 54 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 55 | | Management | 55 | | Certain Other Beneficial Owners | 56 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 57 | | GENERAL INFORMATION | 61 | | Time, Place and Purposes of Meeting | 61 | | Solicitation of Proxies | 61 | | Revocation and Voting of Proxies | 61 | | Outstanding Shares and Voting Rights | 61 | | Quorum Requirement | 62 | | Vote Required | 62 | | Stockholders Sharing the Same Address | 63 | | Future Stockholder Communications through the Internet | 63 | | Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held January 16, 2025 | 63 | | STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 64 | | REQUESTING DOCUMENTS FROM THE COMPANY | 65 | | OTHER MATTERS | 65 |

  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 2025 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 | Real Estate/ Home- building | Leadership & Strategy | Public Company Executive Officer Experience | Finance, Accounting and/or Investment | Outside Board Experience | Gender/ Ethnic Diversity | | David V. Auld Executive Chairman, D.R. Horton, Inc. | | Executive (C) | ✓ | ✓ | ✓ | ✓ | | | | Paul J. Romanowski President and CEO, D.R. Horton, Inc. | | Executive | ✓ | ✓ | ✓ | ✓ | | | | 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. Department of Housing and Urban Development (HUD) | ✓ | Audit, Nominating and Governance (C) | ✓ | ✓ | | ✓ | ✓ | ✓ | | M. Chad Crow Retired President & CEO, Builders FirstSource | ✓ | Compensation (C) | ✓ | ✓ | ✓ | ✓ | ✓ | | | Elaine D. Crowley Retired CFO, Mattress Giant Corporation | ✓ | Audit* | | ✓ | ✓ | ✓ | ✓ | ✓ | | Maribess L. Miller Retired Partner, PwC | ✓ | Audit (C)*, Compensation | | ✓ | | ✓ | ✓ | ✓ | | Barbara R. Smith Retired Chairman & CEO, Commercial Metals Company | ✓ | Nominating and Governance | | ✓ | ✓ | ✓ | ✓ | ✓ |

  5. Board of Directors Summary

    | (C) Committee Chair |

  6. Board of Directors Summary

    | * Audit Committee Financial Expert |

  7. Board of Directors Summary

    Note: Barbara Allen, who is not standing for re-election at the 2025 Annual Meeting, served as Chair of the Compensation Committee through the 2025 Annual Meeting. Effective as of the 2025 Annual Meeting, Chad Crow will serve as Chair of the Compensation Committee.

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Age: 68 Director Since 2023 Term Expires 2025 Board Committees: Executive (Chair) | | | | | David V. Auld Executive Chairman Background and Experience Mr. Auld has significant experience leading the Company and has unrivaled knowledge of all aspects of our business. • Executive Chairman, D.R. Horton, Inc. (May 2024 to present) • Executive Vice Chair, D.R. Horton, Inc. (October 2023 to May 2024) • 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 to 2014) • Region President, Florida, North and South Carolina, Georgia and Alabama, D.R. Horton, Inc. (2005 to 2013) • Division President, D.R. Horton, Inc. (1988 to 2005) • Texas American Bank (1982 to 1988) and General Dynamics (1979 to 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/ Public Company Executive Officer Experience 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. |

  10. Director Nominees

    | Age: 54 Director Since 2023 Term Expires 2025 Board Committees: Executive | | | | | Paul J. Romanowski President and Chief Executive Officer Background and Experience Mr. Romanowski has significant leadership experience in the Company and has extensive knowledge of our business. • 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 to September 2023) • Region President, Florida and Gulf Coast, D.R. Horton, Inc. (2014 to 2021), and five Mid-Atlantic states (2019 to 2021) • Division President, South Florida, D.R. Horton, Inc. (1999 to 2014) • Land Acquisition Manager, M/I Homes (1997 to 1999) • South Florida Director, Metrostudy (1992 to 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/ Public Company Executive Officer Experience 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. |

  11. Director Nominees

    | Age: 63 Director Since 1998 Term Expires 2025 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 to 2021) • Various leadership positions, CB Commercial Real Estate Group, Inc., (1987 to 2009) • Director, KS StateBank (2016 to present) • Interim Chair of the Board of Continental Homes Holding Corp. (1997 to 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 similarly affect both the real estate services and homebuilding industries. |

  12. Director Nominees

    | Age: 77 Director Since 2003 Term Expires 2025 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 to 2003) • Managing Director, Head of National Real Estate Banking Group, Bank of America (1998 until his retirement in 2002) • Executive Vice President of NationsBank, which later merged with Bank of America (1990 to 1998) • Director, Piedmont Office Realty Trust (NYSE: PDM) (2015 to 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: 73 Director Since 2021 Term Expires 2025 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 U.S. HUD (2017 to 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 to 2013) • Professor of Neurological Surgery, Oncology, Plastic Surgery and Pediatrics at the Johns Hopkins Medical Institutions (1999 to 2013) • Director Experience: • Galectin Therapeutics Inc. (NASDAQ: GALT) (2023 to present) • Sinclair Broadcast Group, Inc. (NYSE: SBGI) (2022 to present) • Covenant Logistics Group, Inc. (NASDAQ: CVLG) (2021 to present) • Costco Wholesale Corporation (NASDAQ: COST) (1999 to 2015) • Kellogg Company (NYSE: K) (1997 to 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: 56 Director Since 2024 Term Expires 2025 Board Committees: Compensation | | | | | M. Chad Crow Retired President & CEO, Builders FirstSource Background and Experience Mr. Crow has significant public company executive leadership experience in the building products industry. • President and CEO, Builders FirstSource (NYSE: BLDR) (2017 until retirement in 2021) • COO, Builders FirstSource (2014 to 2017) • CFO, Builders FirstSource (2009 to 2014) • Various positions including Controller, Builders FirstSource (1999 to 2009) • Various roles, Pier 1 Imports (1995 to 1999) • Various roles, Price Waterhouse LLP (now PwC) (1991 to 1995) • Director, LOAR Holdings Inc. (NYSE: LOAR) (April 2024 to present) • Director, Builders FirstSource (NYSE: BLDR) (1999 to 2021) | Key Skills, Experience and Attributes Leadership & Strategy/ Public Company Executive Officer Experience Real Estate/Homebuilding Financial, Accounting and/or Investment Public Company Board/Corporate Governance Key Qualifications • Mr. Crow has served as a public company senior executive for over two decades in the building products industry. His experience enhances the Board’s oversight of strategy and operations including the supply chain for the homebuilding industry. |

  15. Director Nominees

    | Age: 66 Director Since 2024 Term Expires 2025 Board Committees: Audit (Financial Expert) | | | | | Elaine D. Crowley Retired CFO, Mattress Giant Corporation Background and Experience Ms. Crowley, a certified public accountant, is an accomplished financial executive with deep expertise in accounting, finance, operational efficiency and public company leadership. • Executive Vice President and CFO, Mattress Giant Corporation (2010 to 2012) • CFO, Michaels Stores, Inc. (2008 to 2010) • CFO, The Bombay Company, Inc. (2000 to 2008) • Various roles including Controller, The Bombay Company, Inc. (1990 to 2000) • Various roles including Senior Manager, Price Waterhouse (now PwC) (1981 to 1990) • Director, Tandy Leather Factory, Inc. (NASDAQ: TLF) (2021 to 2024) • Director, Stage Stores, Inc. (2014 to 2020) | Key Skills, Experience and Attributes Leadership & Strategy/ Public Company Executive Officer Experience Financial, Accounting and/or Investment Public Company Board/Corporate Governance Key Qualifications • Ms. Crowley’s long tenure as a public company chief financial officer and director in the retail industry and significant experience in public accounting provide the Board with valuable leadership experience and financial and consumer products expertise. |

  16. Director Nominees

    | Age: 71 Director Since 2019 Term Expires 2025 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. (NASDAQ: TFIN) (2014 to present) • Director, Zix Corporation (2010 to 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. |

  17. Director Nominees

    | Age: 65 Director Since 2024 Term Expires 2025 Board Committees: Nominating and Governance | | | | | Barbara R. Smith Retired Chairman & CEO, Commercial Metals Company Background and Experience Ms. Smith has significant business leadership and management experience as a public company executive in the metals manufacturing industry. • Chairman of the Board, Commercial Metals Company (NYSE: CMC) (2018 until retirement in 2024) • CEO, Commercial Metals Company (2017 to 2023) • COO, Commercial Metals Company (2016 to 2017) • CFO, Commercial Metals Company (2011 to 2016) • CFO, Gerdau Ameristeel Corporation (2007 to 2011) • CFO, FARO Technologies, Inc. (2005 to 2006) • Various Roles, Alcoa Inc. (1981 to 2005) • Director, Comerica Incorporated (NYSE: CMA) (2017 to present) • Director, Minerals Technologies Inc. (NYSE: MTX) (2011 to 2017) | Key Skills, Experience and Attributes Leadership & Strategy/ Public Company Executive Officer Experience Financial, Accounting and/or Investment Public Company Board/Corporate Governance Key Qualifications • Ms. Smith contributes extensive public company management experience in product, technology and process innovation and enhances the Board’s oversight of strategy and operations. |

  18. Director Nominees

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

  19. 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* | ✓ Seven of our nine director nominees are independent. | | | ✓ We have a separate chairman and CEO 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* | ✓ Three of our nine director nominees are women, and one director is ethnically diverse. | | | ✓ Director gender and ethnic diversity is supported by our candidate recruitment policy. | | | ✓ Two of our three 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 CEO 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. | | | ✓ We have a clawback policy that applies to both cash and equity incentives and is triggered by a financial restatement. | | | ✓ 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. |

  20. Director Nominees

    | * As of the 2025 Annual Meeting. |

  21. 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 2024” table. The Board’s goal is to set non-employee director compensation at a level of cash and equity compensation that appropriately reflects the responsibilities of each director’s service to the Company and its stockholders. The total annual compensation of directors has varied from year to year primarily due to our practice of awarding retainer restricted stock unit awards every three years. For fiscal 2024, Mr. Auld and Mr. Romanowski, 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. Strategic Advisor. For fiscal 2024, the Compensation Committee approved an annual strategic advisor fee and other benefits for Donald R. Horton, who ceased serving as an executive officer of the Company effective October 1, 2023, but continued his employment with the Company, serving as Chairman and Strategic Advisor until his passing. The strategic advisor fee was comprised of an annual cash fee of $3,875,000 and a grant of 95,435 restricted stock units subject to a three-year vesting period. At the time of Mr. Horton’s passing, Mr. Horton received $2,421,875 of the cash fee. As an employee, in fiscal 2024, Mr. Horton also participated in the Company’s SERP 2 (as defined below), 401(k) plan, and health care benefit plans. The amounts paid to Mr. Horton are set forth in the “Director Compensation for Fiscal 2024” table below. Mr. Horton did not receive any additional compensation for his services as a director. Director Fees Paid in Cash. Non-employee directors are paid cash director and committee fees as compensation for attending meetings in person, by telephone conference or virtually. In fiscal 2024, compensation for attending the meetings was $17,500 for the first quarterly meeting and $20,000 for each of the subsequent three quarterly meetings, not to exceed $80,000 for the 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 2025, the Board determined to maintain the cash director fees at $20,000 for each of the four quarterly meetings, not to exceed $80,000 for the calendar year and to also maintain the same committee and chair fees. Restricted Stock Units. We have historically granted 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 2024. Our non-employee directors are also granted a separate award of restricted stock units on an annual basis at the same time the Board and the Compensation 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 465 restricted stock units in March 2024 as reflected in the Director Compensation table that follows. These restricted stock units vest ratably over five years. 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. Accordingly, Mr. Crow, Ms. Crowley and Ms. Smith, as new directors appointed in August 2024, each received a new director restricted stock unit grant of 1,320 restricted stock units that vests ratably over five years as discussed in the Director Compensation table. 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 2024.

  22. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024

  23. Director Compensation for Fiscal 2024

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation | Total | | Donald R. Horton | — | $11,307,139 | $2,434,549(4) | $13,741,688 | | Barbara K. Allen | $90,000 | $72,568 | — | $162,568 | | Brad S. Anderson | $87,500 | $72,568 | — | $160,068 | | Michael R. Buchanan | $82,500 | $72,568 | — | $155,068 | | Benjamin S. Carson, Sr. | $90,000 | $72,568 | — | $162,568 | | M. Chad Crow | — | $242,392 | — | $242,392 | | Elaine D. Crowley | — | $242,392 | — | $242,392 | | Maribess L. Miller | $90,000 | $72,568 | — | $162,568 | | Barbara R. Smith | — | $242,392 | — | $242,392 |

  24. Director Compensation for Fiscal 2024

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

  25. Director Compensation for Fiscal 2024

    | (2) Amounts represent director fees paid in cash during fiscal 2024. |

  26. Director Compensation for Fiscal 2024

    | (3) For Mr. Horton, the amount represents the grant date fair value of $118.48 per unit for the 95,435 restricted stock units granted to Mr. Horton on November 8, 2023 for his service as a Strategic Advisor, which restricted stock units were originally scheduled to vest ratably over three years. These restricted stock units vested upon Mr. Horton’s passing in May 2024. |

  27. Director Compensation for Fiscal 2024

    For Ms. Allen, Mr. Anderson, Mr. Buchanan, Dr. Carson and Ms. Miller, the amounts represent the grant date fair value of $156.06 per unit for the 465 restricted stock units granted to each then serving non-employee director on March 21, 2024, which vest ratably over five years. For Mr. Crow, Ms. Crowley and Ms. Smith, the amounts represent the grant date fair value of $183.63 per unit for the 1,320 restricted stock units granted to each newly appointed non-employee director on August 26, 2024 in connection with their appointments, which vest ratably over five years. 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. As of September 30, 2024, each non-employee director held the following number of unvested restricted stock units:

  28. Director Compensation for Fiscal 2024

    | Name | Unvested Restricted Stock Units | | Barbara K. Allen | 4,296 | | Brad S. Anderson | 4,296 | | Michael R. Buchanan | 4,296 | | Benjamin S. Carson, Sr. | 4,529 | | M. Chad Crow | 1,320 | | Elaine D. Crowley | 1,320 | | Maribess L. Miller | 5,296 | | Barbara R. Smith | 1,320 |

  29. Director Compensation for Fiscal 2024

    | (4) This amount represents the (1) Strategic Advisor cash fee of $2,421,875 paid to Mr. Horton for his service through May 15, 2024, (2) matching contributions of $10,350 under the D.R. Horton 401(k) plan, and (3) the participant’s portion of group health plan premiums of $2,324 paid by the Company. |

  30. Director Compensation for Fiscal 2024

    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 we anticipate our next advisory vote on the approval of executive compensation after our 2025 Annual Meeting of Stockholders will be held at our 2026 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 2025 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 2025 Annual Meeting of Stockholders.

  31. Director Compensation for Fiscal 2024

    | | Why You Should Vote FOR the Advisory Vote on the Approval of Executive Compensation | | ✓ | • The Compensation Committee has incorporated feedback received from our stockholders in recent years to implement changes to incentive compensation 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 aligned with, long-term stockholder value. • More than 80% of executive target compensation remains at risk, promoting a strong focus on both Company and individual performance, and more than 75% of executive compensation is equity-based. • Minimum of three-year vesting for both performance and time-based equity incentivizes long-term focus and stability of management. • Stock ownership guidelines and clawback policies promote alignment of executives’ interests with stockholders. |

  32. Director Compensation for Fiscal 2024

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

  33. Director Compensation for Fiscal 2024

    Our current executive officers are:

  34. Director Compensation for Fiscal 2024

    | David V. Auld Executive Chairman | 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 |

  35. Director Compensation for Fiscal 2024

    During fiscal 2024, Donald R. Horton served as non-executive Chairman of the Board until his passing on May 16, 2024. Effective that same day, the Board appointed David Auld, then serving as Executive Vice Chair, as our Executive Chairman of the Board.

  36. 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 |

  37. 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 | • 92% of fiscal 2024 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 PSUs | ✓ | ✓ | ✓ | ✓ | | 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 | ✓ | ✓ | ✓ | |

  38. David V. Auld, Executive Chairman

    | | 82% At-Risk | | | | | 4% Base Salary | 18% PTI Bonus (Cash Portion) | 18% PTI Bonus (Equity Portion) | 46% PSUs | 14% RSUs | | 22% Cash | | 78% Equity | | |

  39. Paul J. Romanowski, President and CEO

    | | 92% At-Risk | | | | | 3% Base Salary | 19% PTI Bonus (Cash Portion) | 19% PTI Bonus (Equity Portion) | 54% PSUs | 5% RSUs | | 22% Cash | | 78% Equity | | |

  40. (average)

    | | 90% At-Risk | | | | | 3% Base Salary | 19% PTI Bonus (Cash Portion) | 19% PTI Bonus (Equity Portion) | 52% PSUs | 7% RSUs | | 22% Cash | | 78% Equity | | |

  41. (average)

    | (1) The fixed portion of compensation includes the executive’s base salary and the grant date fair value of time-based restricted stock units (“RSUs”) that vest based on continued employment with the Company. Once granted, the value of RSUs fluctuates based on the Company’s stock price. The %s rounded to the next whole number. |

  42. (average)

    | The at-risk portion of compensation includes the executive’s annual PTI Bonus and PSUs, which are at risk based on Company performance against preset performance goals or criteria. |

  43. (average)

    | (2) Cash compensation includes the executive’s base salary and 50% of the PTI Bonuses paid in cash. |

  44. (average)

    | Equity compensation includes the remainder of the PTI Bonuses paid in common stock and the grant date fair value of PSUs and RSUs for each named executive officer. |

  45. Components of Compensation

    | Pay Element | At Risk | Purpose of Pay Element | What the Pay Element Rewards | Key Highlights | | Base Salary | | Provide fixed compensation for each executive | Skills, experience, competence, performance, responsibility, leadership and contribution to the Company | ✓ Base salaries unchanged for all NEOs during fiscal 2024 except Mr. Romanowski who was promoted to President and Chief Executive Officer; amounts remain in line with or below comparable positions in our peer group | | PTI Bonus | ✓ | Achieve annual profitability that leads to increased stockholder value | Annual achievement of metrics that measure execution of strategic goals | ✓ Dollar cap for all NEOs ✓ Payouts split equally into cash and equity | | PSUs | ✓ | 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 ✓ PSUs comprise majority of target fiscal 2024 equity compensation ✓ Relative performance must exceed median for target payout on relative ROA and relative operating margin metrics | | 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 | | Executive Chairman Pay At Risk % | 82% | | | | | CEO Pay At Risk % | 92% | | | | | Other NEOs Pay At Risk % | 90% | | | |

  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. 2024 Fiscal Year - Pre-Tax Income Performance Bonus

    2024 Fiscal Year - Pre-Tax Income Performance Bonus During fiscal 2024, in line with our compensation philosophy to award incentive bonuses to link pay with performance, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat each had the opportunity to earn a performance bonus (“PTI Bonus”) based on the Company’s pre-tax income 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 Compensation Committee believes that strong profitability increases the value of the Company, which benefits all of our long-term stockholders. The maximum payout percentages for the PTI Bonus in fiscal 2024 are included in the table below. The Compensation Committee sets these percentages each year at the beginning of the fiscal year. In lieu of receiving a discretionary cash bonus as in prior years, effective fiscal 2024, Mr. Wheat became eligible for the PTI Bonus in an effort to better align the pay structure within the executive team and provide bonuses directly in line with the creation of stockholder value. In addition, beginning with fiscal 2024, the PTI Bonus amount earned was equally split between cash and Company stock for all our named executive officers to further align their interests with our stockholders. The maximum payout 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. The Compensation Committee also assigns maximum potential payout dollar amounts for each executive. The threshold for achieving an annual incentive bonus was the attainment of positive pre-tax income. If no pre-tax income was attained, then no bonus would be earned under the PTI Bonus. The bonuses earned under the PTI Bonus program were as set forth in the tables on the next page.

  49. 2024 Fiscal Year - Pre-Tax Income Performance Bonus

    | Maximum PTI Bonus Payout Rates | | | | | | | | | Percent of Pre-Tax Income | | | | | | | Name | Fiscal 2024 | | Fiscal 2023 | | Fiscal 2022 | | | David V. Auld | 0.10 | %(1) | 0.20 | %(1) | 0.20 | %(1) | | Paul J. Romanowski | 0.15 | %(1) | 0.10 | %(2) | 0.10 | %(2) | | Michael J. Murray | 0.125 | %(3) | 0.10 | %(2) | 0.10 | %(2) | | Bill W. Wheat | 0.10 | %(4) | N/A | | N/A | |

  50. 2024 Fiscal Year - Pre-Tax Income Performance Bonus

    | (1) Payout capped at $14 million with the amount earned split equally between cash and Company stock. |

  51. 2024 Fiscal Year - Pre-Tax Income Performance Bonus

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

  52. 2024 Fiscal Year - Pre-Tax Income Performance Bonus

    | (3) Payout capped at $12.5 million with the amount earned split equally between cash and Company stock. |

  53. 2024 Fiscal Year - Pre-Tax Income Performance Bonus

    | (4) Payout capped at $10 million with the amount earned split equally between cash and Company stock. |

  54. 2024 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout

    2024 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 2024 to Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat:

  55. 2024 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout

    | 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, 2024 | $2,776,034,299 | 0.10% | $2,776,034 | $1,388,040 | $1,387,994 | | 2nd Semi-Annual Period Ended September 30, 2024 | $3,508,639,190 | 0.10% | $3,508,639 | $1,754,340 | $1,754,299 | | Annual Amount | $6,284,673,489 | 0.10% | $6,284,673 | $3,142,380 | $3,142,293 | | | Maximum Potential Payout | | $14,000,000 | | | | Paul J. Romanowski | | | | | | | | | Maximum Bonus Percentage | Total Bonus Earned | Portion of Bonus Paid | | | Semi-Annual Period | PTI | | | Cash | Stock | | 1st Semi-Annual Period Ended March 31, 2024 | $2,776,034,299 | 0.15% | $4,164,051 | $2,081,987 | $2,082,064 | | 2nd Semi-Annual Period Ended September 30, 2024 | $3,508,639,190 | 0.15% | $5,262,959 | $2,631,428 | $2,631,531 | | Annual Amount | $6,284,673,489 | 0.15% | $9,427,010 | $4,713,415 | $4,713,595 | | | Maximum Potential Payout | | $14,000,000 | | | | 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, 2024 | $2,776,034,299 | 0.125% | $3,470,043 | $1,735,014 | $1,735,029 | | 2nd Semi-Annual Period Ended September 30, 2024 | $3,508,639,190 | 0.125% | $4,385,799 | $2,192,967 | $2,192,832 | | Annual Amount | $6,284,673,489 | 0.125% | $7,855,842 | $3,927,981 | $3,927,861 | | | Maximum Potential Payout | | $12,500,000 | | | | Bill W. Wheat | | | | | | | | | Maximum Bonus Percentage | Total Bonus Earned | Portion of Bonus Paid | | | Semi-Annual Period | PTI | | | Cash | Stock | | 1st Semi-Annual Period Ended March 31, 2024 | $2,776,034,299 | 0.10% | $2,776,034 | $1,388,040 | $1,387,994 | | 2nd Semi-Annual Period Ended September 30, 2024 | $3,508,639,190 | 0.10% | $3,508,639 | $1,754,340 | $1,754,299 | | Annual Amount | $6,284,673,489 | 0.10% | $6,284,673 | $3,142,380 | $3,142,293 | | | Maximum Potential Payout | | $10,000,000 | | |

  56. 2024 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout

    For fiscal 2024, the total potential PTI Bonus was capped at $14 million for Mr. Auld and Mr. Romanowski, $12.5 million for Mr. Murray and $10 million for Mr. Wheat, with any payout earned split between cash and Company stock. 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.

  57. 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. Each of our named executive officers has the opportunity to earn incentive awards based on Company performance over a three-year period. By awarding performance equity compensation over the longer performance period, our executives’ interests are aligned with our stockholders’ interests. Performance Equity. We grant our executive officers equity awards in the form of performance stock units (“PSUs”), which are earned by achieving 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. Time-Based Equity. We grant our executive officers equity awards in the form of restricted stock units (“RSUs”) 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. Each fiscal year, the Compensation Committee reviews the value and number of PSUs to be awarded for a new three-year performance period and the number and value of RSUs. In such review, the Compensation Committee considers target number of PSUs, the maximum number of PSUs that could be earned and the expected value of the PSU and RSU awards, as well as all other components of each executive’s compensation.

  58. 2024 Fiscal Year Equity Awards – Target 2026 PSUs and RSUs

    2024 Fiscal Year Equity Awards – Target 2026 PSUs and RSUs In fiscal 2024, the Compensation Committee awarded the following target number of PSUs (the “2026 PSUs”) and RSUs to each of the named executive officers as follows:

  59. 2024 Fiscal Year Equity Awards – Target 2026 PSUs and RSUs

    | Name | Target Number of 2026 PSUs | Grant Date Value of 2026 PSUs(1) | Number of RSUs | Grant Date Value of RSUs(2) | Equity Pay Mix (PSUs as % of Equity) | | David V. Auld | 55,556 | $8,151,176 | 20,935 | $2,480,379 | 76.7% | | Paul J. Romanowski | 92,912 | $13,632,049 | 10,470 | $1,219,755 | 91.8% | | Michael J. Murray | 73,755 | $10,821,334 | 10,470 | $1,219,755 | 89.9% | | Bill W. Wheat | 55,556 | $8,151,176 | 9,440 | $1,099,760 | 88.1% |

  60. 2024 Fiscal Year Equity Awards – Target 2026 PSUs and RSUs

    | (1) In October 2023, the Compensation Committee approved the target number 2026 PSUs before establishing the final performance goals in December 2023, which were relative TSR, relative ROA and relative operating margin, as defined and further described and discussed below. The grant date was thus established in December when the final performance goals were approved. The Company’s stock price increased from October 2023 to December 2023, which increased the grant date value of the 2026 PSUs from $108.74 to $146.72 per unit as determined in accordance with accounting guidance for share-based payments. |

  61. 2024 Fiscal Year Equity Awards – Target 2026 PSUs and RSUs

    | (2) The grant date fair value of the November 8, 2023 RSUs vesting in three years is $118.48 per unit and $116.50 per unit for the RSUs vesting in five years. |

  62. 2024 Fiscal Year – Award of 2026 PSUs – Potential Vesting at September 30, 2026

    2024 Fiscal Year – Award of 2026 PSUs – Potential Vesting at September 30, 2026 The 2026 PSUs include three performance goals of relative TSR, relative PT-ROA and relative operating margin and will vest based on the final performance rankings after the completion of the performance period, which is the three-year period from October 1, 2023 through September 30, 2026 (the “2026 Performance Period”). The 2026 PSUs were subject to the following metrics and goals:

  63. 2024 Fiscal Year – Award of 2026 PSUs – Potential Vesting at September 30, 2026

    | Metric (Weight) | Comparator Group | Threshold Performance | Threshold Vesting | Target Performance | Target Vesting | Maximum Performance | Maximum Vesting | | Relative TSR Performance (25%) | S&P 500 Index TSR | 9 Points Below Index | 10% of award | Equal to S&P 500 Index TSR | 100% of award | 10 Points Above Index | 200% of award | | Relative PT-ROA Performance (50%) | Homebuilding Peer Group | 6th rank out of 9 companies | 50% of award | 3rd rank out of 9 companies | 100% of award | 1st rank out of 9 companies | 200% of award | | Relative Operating Margin Performance (25%) | Homebuilding Peer Group | 6th rank out of 9 companies | 50% of award | 3rd rank out of 9 companies | 100% of award | 1st rank out of 9 companies | 200% of award |

  64. 2024 Fiscal Year – Award of 2026 PSUs – Potential Vesting at September 30, 2026

    | TSR: | means “total shareholder return” (stock price increases and decreases plus dividends paid) of the Company over the 2026 Performance Period as determined by Standard and Poor’s using the same methodology used in preparing the stock performance graph included each year in the Company’s Form 10-K. | | PT-ROA: | means “pre-tax return on assets” which is the Company’s consolidated pre-tax income or loss divided by average total assets net of cash over the 2026 Performance Period. | | Operating Margin: | means the Company’s consolidated pre-tax income or loss divided by consolidated revenues over the 2026 Performance Period. |

  65. 2024 Fiscal Year – Award of 2026 PSUs – Potential Vesting at September 30, 2026

    The Company’s peer group for the 2026 PSUs consists of the eight publicly traded homebuilding companies listed on page 39 plus D.R. Horton. Consistent with enhancements made to the 2025 PSUs based on feedback from our stockholders, the 2026 PSUs require a 6th rank out of 9 for vesting at threshold and a 3rd rank out of 9 for vesting at target for the relative PT-ROA and relative operating margin metrics. The Compensation Committee used the relative TSR performance goal to compare our TSR to the S&P 500 Index TSR which 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 two performance goals of relative PT-ROA and relative Operating Margin (“OM”) continue to reflect important operating metrics. Relative PT-ROA, an important return on assets metric, incentivizes our executives to achieve operating profitability relative to our total assets (net of cash), which measures our efficiency at using our assets to generate pre-tax income as compared to our peer group. Relative OM incentivizes and rewards our executives for outperforming our homebuilding peers over a three-year performance period on this important profitability metric. The Compensation Committee believes that incentivizing relative outperformance on PT-ROA and OM is aligned with increasing stockholder value. For fiscal 2024, when determining the target number of 2026 PSUs in October 2023, the Compensation Committee reviewed the estimated value of 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 three Performance Goals. When the 2026 PSUs 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 2026 PSUs is set forth in the “Summary Compensation Table” on page 41 and the “Grants of Plan-Based Awards” table on page 42.

  66. 2024 PSUs – Ranking Results and Vesting at September 30, 2024 Based on Actual Performance

    2024 PSUs – Ranking Results and Vesting at September 30, 2024 Based on Actual Performance In October 2024, the Compensation Committee reviewed the performance achieved for the PSUs granted in October 2021, as amended and restated on March 23, 2022 (the “2024 PSUs”), to each of our then serving named executive officers. The 2024 PSUs had a three-year performance period from October 1, 2021 through September 30, 2024 (the “2024 Performance Period”). The 2024 PSUs vested based on achieving performance under the four performance goals (“Performance Goals”) in the table below. The number of shares earned and issued are set forth in the table under the heading “Final Results” on page 36.

  67. 2024 PSUs – Ranking Results and Vesting at September 30, 2024 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% |

  68. 2024 PSUs – Ranking Results and Vesting at September 30, 2024 Based on Actual Performance

    | TSR: | means “total shareholder return” (stock price increases and decreases plus dividends) of the Company over the 2024 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 2024 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 2024 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 2024 Performance Period. |

  69. 2024 PSUs – Ranking Results and Vesting at September 30, 2024 Based on Actual Performance

    The following tables set forth the number of 2024 PSUs that could have been earned based on the final performance rankings of the Company.

  70. (each weighted 25% of target award)

    | Performance Level Compared to 9-Company Peer Group | Percentage of Target Award | | David V. Auld | Paul J. Romanowski and Michael J. Murray | Bill W. Wheat | | | | | Number of PSUs Earned | | | | 7th – 9th Ranks | Forfeited | | Zero | Zero | Zero | | 6th Rank | Threshold | 50% | 18,750 | 6,250 | 3,750 | | 3rd Rank | Target | 100% | 37,500 | 12,500 | 7,500 | | 1st Rank | Maximum | 200% | 75,000 | 25,000 | 15,000 |

  71. (each weighted 25% of target award)

    As set forth in the tables above, the number of 2024 PSUs could have been earned at a maximum of 300,000 for Mr. Auld, 100,000 for each of Mr. Romanowski and 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 2024 PSUs, the Company’s peer group consisted of the following publicly traded homebuilding companies: KB Home, Lennar, Meritage Homes, NVR, PulteGroup, Taylor Morrison, Toll Brothers, and Tri Pointe Homes. M.D.C. Holdings was removed from our peer group for the 2024 PSUs because it was acquired by Sekisui House in April 2024. Each 2024 PSU represented the contingent right to receive one share of common stock if vesting was satisfied. The 2024 PSUs had no rights to dividends or voting prior to vesting and payout in common stock. Vesting of the 2024 PSUs with respect to the TSR Performance Goal was determined after the 2024 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 2024 PSUs with respect to the ROI, SG&A and GP Performance Goals was determined after the 2024 Performance Period based on the relative ranking of the Company’s performance on each Performance Goal to each peer group company’s performance on each Performance Goal. The following tables set forth the final relative rankings for the relative TSR, ROI, SG&A and GP Performance Goals with respect to the 2024 PSUs:

  72. Final Results

    | | David V. Auld | | Paul J. Romanowski and Michael J. Murray | | Bill W. Wheat | | | Final Company Performance Rankings | Target Number of PSUs Awarded | Number of PSUs Earned | Target Number of PSUs Awarded | Number of PSUs Earned | Target Number of PSUs Awarded | Number of PSUs Earned | | TSR = 10+ Points Above | 37,500 Units | 75,000 Units | 12,500 Units | 25,000 Units | 7,500 Units | 15,000 Units | | ROI = 3rd Place | 37,500 Units | 37,500 Units | 12,500 Units | 12,500 Units | 7,500 Units | 7,500 Units | | SG&A = 2nd Place | 37,500 Units | 56,250 Units | 12,500 Units | 18,750 Units | 7,500 Units | 11,250 Units | | GP = 4th Place | 37,500 Units | 31,250 Units | 12,500 Units | 10,417 Units | 7,500 Units | 6,250 Units | | | 150,000 Units | 200,000 Units | 50,000 Units | 66,667 Units | 30,000 Units | 40,000 Units |

  73. Final Results

    | Updates for Fiscal 2025 – 2027 PSUs | | For fiscal 2025, the Compensation Committee added relative return on assets and earnings per share growth as performance metrics in our PSU program while retaining Relative TSR and Relative PT-ROA, for a total of four performance metrics. Compared to our performance metrics in 2024, the emphasis and weighting of the TSR metric were increased, the rigor of the target TSR performance was increased, and the maximum potential vesting was increased if higher relative TSR performance is achieved. Also, a comparison of our return on assets to that of each S&P 500 company was added to incent superior performance relative to the broader market beyond the homebuilding industry. The earnings per share growth metric was added to incent consistent long-term earnings growth, which the Committee believes is a key driver of our stock valuation. The relative TSR metric will be weighted 30%, the relative return on assets and earnings per share growth metrics will each be weighted 25% and the relative PT-ROA will be weighted 20%. |

  74. 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 between 1% and 75% of their earnings, on a pre-tax basis, into the 401(k) plan, subject to tax code limits. For 2024, the maximum amount that could be contributed was $23,000 ($30,500 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, subject to tax code limits. 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 41. 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 2024, 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 41. 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. 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.

  75. Review of Compensation; Role of Compensation Consultant

    Review of Compensation; Role of Compensation Consultant We review the compensation of our executive officers on a regular basis. Our Compensation Committee met in each quarter of fiscal 2024. In addition, the Compensation Committee had discussions with management and the Compensation Committee’s independent advisor during the year regarding these matters. During fiscal 2024, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to provide executive compensation and director compensation consulting services, including advice regarding the design and implementation of compensation programs, market information, regulatory updates and analyses, and trends on executive compensation and benefits. Interactions between Meridian and management are generally limited to discussions on behalf of the Compensation Committee or as required to fulfill requests at the Compensation Committee’s direction. During fiscal 2024, Meridian did not provide any other services to the Company. Based on these factors, the Compensation Committee’s evaluation of Meridian’s independence pursuant to the requirements approved and adopted by the SEC and NYSE, and information provided by Meridian, the Compensation Committee determined that the work performed by Meridian did not raise any conflicts of interest.

  76. 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 industry and 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 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 2024, 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 2024 remained unchanged from fiscal 2023 (except that on April 3, 2024, M.D.C. Holdings consummated a transaction which resulted in it no longer being publicly traded and was removed from our Performance Peer Group) and consisted of the publicly traded homebuilding companies listed below that had market capitalizations ranging from approximately $4.2 billion to $51.0 billion at September 30, 2024. Our market capitalization on that date was $61.8 billion. For fiscal 2025, our Performance Peer Group consists of eight publicly traded homebuilding companies. In fiscal 2024, 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 (which remain unchanged from our fiscal 2023 Benchmarking Peer Group). When determining peer group averages, rankings and medians, we include our Company and each company in our Benchmarking Peer Group in the rankings and computations.

  77. Use of Compensation Peer Group Data

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

  78. 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 |

  79. Compensation Risk Analysis

    | Base Salary: | The Compensation Committee sets fixed base salaries in amounts that it believes are commensurate with the level of experience, responsibility and tenure of the applicable executive. The Compensation Committee believes 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 2024, the Compensation Committee provided an annual incentive bonus opportunity to each named executive officer based on the Company’s pre-tax income. The final amount of these annual awards is subject to the discretion of the Compensation Committee. The Compensation Committee retains sole discretion to reduce the payout when it believes the earnouts 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, the Compensation Committee grants a combination of equity awards in the form of PSUs and RSUs to incentivize performance related to the Company’s key operational and financial goals over a period longer than one fiscal year. The Compensation Committee believes 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 it to take into account any short-term or one-time events that may not be sustainable over a longer time period. | | Restricted Stock Units: | The Compensation Committee has included RSUs as a component of long-term compensation to incentivize performance and to serve as a retention tool. The Compensation Committee believes RSUs that vest over time are a valuable tool in promoting employee retention. In fiscal 2024, we did not grant RSUs or PSUs in coordination with the release of material non-public information, and did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Further, the Company undertakes several levels of review when RSUs are granted, including approval by the Compensation Committee and review by corporate legal, human resources and accounting personnel to ensure the terms of the RSUs approved match the terms of the RSUs issued. | | Performance Goals: | The Compensation Committee has selected operating and financial performance goals to incentivize performance. The fiscal 2024 performance goals tied to the annual and long-term awards are the achievement of consolidated pre-tax income, relative total shareholder return, relative return on assets and relative operating margin. 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: | Our Compensation Committee is empowered with the sole discretion to reduce the final payout on the PTI Bonus thereby mitigating compensation risk. While the Compensation Committee does not have the discretion to reduce awarded compensation related to time-based equity awards and performance-based equity awards, these payouts are subject to clawback situations as outlined in our Clawback Policy. Our executive officers are subject to the clawback provisions of the Sarbanes-Oxley Act. Effective October 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, officers, employees, consultants and certain other persons and entities 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. |

  80. Summary Compensation Table

    Summary Compensation Table

  81. Summary Compensation Table

    | Name and Current Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | David V. Auld Executive Chairman | 2024 | $700,000 | — | $13,773,848 | $3,142,380 | $177,167 | $80,350 | $17,873,745 | | | 2023 | $700,000 | — | $24,791,961 | $6,314,709 | $196,287 | $79,900 | $32,082,857 | | | 2022 | $700,000 | — | $21,987,160 | $7,000,138 | $230,414 | $79,150 | $29,996,862 | | Paul J. Romanowski President and Chief Executive Officer | 2024 | $700,000 | — | $19,565,399 | $4,713,415 | $86,905 | $80,350 | $25,146,069 | | | 2023 | $500,000 | — | $7,219,367 | $6,314,679 | $95,396 | $59,900 | $14,189,342 | | | 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 | 2024 | $500,000 | — | $15,968,950 | $3,927,981 | $73,338 | $60,350 | $20,530,619 | | | 2023 | $500,000 | — | $7,219,367 | $6,314,679 | $80,061 | $59,900 | $14,174,007 | | | 2022 | $500,000 | — | $5,447,599 | $7,629,749 | $92,368 | $59,150 | $13,728,866 | | Bill W. Wheat Executive Vice President and Chief Financial Officer | 2024 | $500,000 | — | $12,393,229 | $3,142,380 | $103,994 | $60,350 | $16,199,953 | | | 2023 | $500,000 | $3,000,000 | $4,812,911 | — | $114,707 | $59,900 | $8,487,518 | | | 2022 | $500,000 | $3,000,000 | $3,363,589 | — | $133,972 | $59,150 | $7,056,711 |

  82. Summary Compensation Table

    | (1) The amounts listed represent performance cash bonuses previously paid to Mr. Wheat. Beginning in fiscal 2024, Mr. Wheat began participating in the PTI Bonus plan. |

  83. Summary Compensation Table

    | (2) For fiscal 2024, the amounts include the grant date fair value of both the RSUs and the 2026 PSUs granted in fiscal 2024 based upon the probable outcome of the applicable performance conditions at grant (which was determined to be target achievement). The amounts also include the value of the portion of the executives’ 2024 earned PTI Bonus paid in stock in fiscal 2024, or paid in stock in fiscal 2025 based on Company performance in fiscal 2024, based on our closing stock price at the date of grant. Additional information on the PTI Bonus is discussed under the heading “2024 Fiscal Year — Pre-Tax Income Performance Bonus Results and Payout” on page 32. The grant date fair value is determined in accordance with accounting guidance for share-based payments and is primarily based on the Company’s stock price on the date of grant. If the maximum number of 2026 PSUs was used, the total grant date fair value of the 2026 PSUs would be $16,302,353 for Mr. Auld, $27,264,097 for Mr. Romanowski, $21,642,667 for Mr. Murray and $16,302,353 for Mr. Wheat. Additional information regarding the 2026 PSUs and the RSUs are set forth in footnotes 2 and 3 to the “Grants of Plan-Based Awards” table on page 42. |

  84. Summary Compensation Table

    | (3) Amounts reflect the cash portion of the performance bonuses earned under the Company’s PTI Bonus. For fiscal 2024, the Compensation Committee determined that 50% of the PTI Bonus was to be paid in cash and 50% was to be paid in stock for all of the NEOs. 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. Additional information on the PTI Bonus is discussed under the heading “2024 Fiscal Year — Pre-Tax Income Performance Bonus Results and Payout” on page 32. |

  85. Summary Compensation Table

    | (4) Amounts reflect the above-market portion of earnings on each NEO’s outstanding balance under the SERP 2. This amount is further discussed under the heading “SERP 2” on page 36. |

  86. Summary Compensation Table

    | (5) For fiscal 2024, the amounts under “All Other Compensation” include the following components: |

  87. Summary Compensation Table

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

  88. Summary Compensation Table

    | (b) Matching contributions of $10,350 to the respective accounts of Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat under the D.R. Horton 401(k) plan. |

  89. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  90. Grants of Plan-Based Awards in Fiscal 2024

    | | | | | | | | | 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 | | | | David V. Auld | 10/31/2023 | — | — | $7,000,000 | — | — | 20,048 | — | $3,142,293 | | | 11/8/2023 | — | — | — | — | — | — | 20,935 | $2,480,379 | | | 12/12/2023 | — | — | — | 22,221 | 55,556 | 111,112 | — | $8,151,176 | | Paul J. Romanowski | 10/31/2023 | — | — | $7,000,000 | — | — | 30,073 | — | $4,713,595 | | | 11/8/2023 | — | — | — | — | — | — | 10,470 | $1,219,755 | | | 12/12/2023 | — | — | — | 37,164 | 92,912 | 185,824 | — | $13,632,049 | | Michael J. Murray | 10/31/2023 | — | — | $6,250,000 | — | — | 25,060 | — | $3,927,861 | | | 11/8/2023 | — | — | — | — | — | — | 10,470 | $1,219,755 | | | 12/12/2023 | — | — | — | 29,500 | 73,755 | 147,510 | — | $10,821,334 | | Bill W. Wheat | 10/31/2023 | — | — | $5,000,000 | — | — | 20,048 | — | $3,142,293 | | | 11/8/2023 | — | — | — | — | — | — | 9,440 | $1,099,760 | | | 12/12/2023 | — | — | — | 22,221 | 55,556 | 111,112 | — | $8,151,176 |

  91. Grants of Plan-Based Awards in Fiscal 2024

    | (1) Represents the maximum value of the cash portion of the performance bonuses that can be paid under the PTI Bonus program approved on October 31, 2023. Additional information related to the award is discussed under the heading “2024 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout” on page 32. 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 41. |

  92. Grants of Plan-Based Awards in Fiscal 2024

    | (2) The 20,048 shares for Mr. Auld, 30,073 shares for Mr. Romanowski, 25,060 shares for Mr. Murray and 20,048 shares for Mr. Wheat represent the portion of their earned performance bonuses under the PTI Bonus program paid in stock. Such shares were issued on April 19, 2024 (9,499, 14,249, 11,874 and 9,499 shares, respectively) and on October 30, 2024 (10,549, 15,824, 13,186 and 10,549 shares, respectively). Additional information related to the award is discussed under the heading “2024 Fiscal Year – Pre-Tax Income Performance Bonus Results and Payout” on page 32. |

  93. Grants of Plan-Based Awards in Fiscal 2024

    | Our NEOs were each awarded a grant of 2026 PSUs on December 12, 2023. The threshold, target and maximum amounts reflect the number of 2026 PSUs each executive could earn based on the level of performance attained with respect to three 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. |

  94. Grants of Plan-Based Awards in Fiscal 2024

    | The grant date fair value of the 2026 PSUs is $146.72 per unit and was determined in accordance with accounting guidance for share-based payments and is primarily based on the Company’s stock price on the date of grant. These 2026 PSUs are discussed under the headings “2024 Fiscal Year Equity Awards – Target 2026 PSUs and RSUs” and “2024 Fiscal Year – Award of 2026 PSUs – Potential Vesting at September 30, 2026” on page 33 and the related grant date fair value is reflected in the “Stock Awards” column in the “Summary Compensation Table” on page 41. |

  95. Grants of Plan-Based Awards in Fiscal 2024

    | (3) On November 8, 2023, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded 20,935, 10,470, 10,470 and 9,440 RSUs, respectively. The RSUs for 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. |

  96. Grants of Plan-Based Awards in Fiscal 2024

    | The grant date fair value of the November 8, 2023 RSUs vesting in three years is $118.48 per unit and $116.50 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 41. |

  97. 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, 2024.

  98. 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 | | David V. Auld | 12/12/2023 | — | 111,112(1) | $21,196,836(1) | | | 11/8/2023 | 20,154(2) | — | $3,844,779(2) | | | 4/20/2023 | 14,915(2) | — | $2,845,335(2) | | | 11/1/2022 | — | 400,000(3) | $76,308,000(3) | | | 3/23/2022 | 11,308(2) | — | $2,157,227(2) | | Paul J. Romanowski | 12/12/2023 | — | 185,824(1) | $35,449,644(1) | | | 11/8/2023 | 10,470(2) | — | $1,997,362(2) | | | 4/20/2023 | 9,480(2) | — | $1,808,500(2) | | | 11/1/2022 | — | 150,000(3) | $28,615,500(3) | | | 3/23/2022 | 11,458(2) | — | $2,185,843(2) | | | 3/17/2021 | 3,468(2) | — | $661,590(2) | | | 3/12/2020 | 3,846(2) | — | $733,701(2) | | Michael J. Murray | 12/12/2023 | — | 147,510(1) | $28,140,483(1) | | | 11/8/2023 | 10,470(2) | — | $1,997,362(2) | | | 4/20/2023 | 9,480(2) | — | $1,808,500(2) | | | 11/1/2022 | — | 150,000(3) | $28,615,500(3) | | | 3/23/2022 | 11,458(2) | — | $2,185,843(2) | | | 3/17/2021 | 4,464(2) | — | $851,597(2) | | | 3/12/2020 | 4,949(2) | — | $944,121(2) | | Bill W. Wheat | 12/12/2023 | — | 111,112(1) | $21,196,836(1) | | | 11/8/2023 | 9,440(2) | — | $1,800,869(2) | | | 4/20/2023 | 6,320(2) | — | $1,205,666(2) | | | 11/1/2022 | — | 100,000(3) | $19,077,000(3) | | | 3/30/2022 | 7,605(2) | — | $1,450,806(2) | | | 3/17/2021 | 4,464(2) | — | $851,597(2) | | | 3/12/2020 | 4,949(2) | — | $944,121(2) |

  99. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents the potential maximum number of 2026 PSUs that may be earned. The target number of 2026 PSUs is 55,556 for Mr. Auld, 92,912 for Mr. Romanowski, 73,755 for Mr. Murray and 55,556 for Mr. Wheat. The 2026 PSUs are described under “2024 Fiscal Year — Award of 2026 PSUs — Potential Vesting at September 30, 2026” on page 33, and vest subject to attainment of applicable performance criteria following completion of a three-year performance period on September 30, 2026. The value of the 2026 PSUs is based on the closing price of our common stock on September 30, 2024 of $190.77. |

  100. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents the RSUs granted to our NEOs. The value of the RSUs is based on the closing price of our common stock on September 30, 2024 of $190.77. 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. |

  101. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents the potential maximum number of 2025 PSUs that may be earned. The target number of 2025 PSUs is 200,000 for Mr. Auld, 75,000 for each of Mr. Romanowski and Mr. Murray and 50,000 for Mr. Wheat. The 2025 PSUs 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 PSUs is based on the closing price of our common stock on September 30, 2024 of $190.77. |

  102. Stock Vested

    Stock Vested The following table shows information about stock vested for each of our named executive officers during our fiscal year ended September 30, 2024. None of our named executive officers exercised any stock options during such fiscal year.

  103. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | David V. Auld | 246,144 | $40,380,048 | | Paul J. Romanowski | 112,510 | $18,123,079 | | Michael J. Murray | 111,028 | $17,829,468 | | Bill W. Wheat | 77,274 | $12,295,830 |

  104. Stock Vested

    | (1) Number of shares that vested includes vesting of RSUs, 2024 PSUs and the portion of the executive’s fiscal 2024 PTI Bonus paid in stock. |

  105. Stock Vested

    | (2) Value reflects the closing stock price on the applicable vesting date multiplied by the number of shares vested. |

  106. 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 2024 and outstanding balances as of September 30, 2024 under both of our nonqualified deferred compensation plans.

  107. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  108. Nonqualified Deferred Compensation

    | | Contributions in Fiscal 2024 | | Aggregate Earnings in Fiscal 2024 | | | Aggregate Balance at September 30, 2024 | | | 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 2024 | Deferred Compensation Plan | SERP 2 | | David V. Auld | — | $70,000 | $— | $366,626 | — | $— | $3,968,232 | | Paul J. Romanowski | — | $70,000 | $6,150,138 | $179,840 | — | $30,868,368 | $1,982,186 | | Michael J. Murray | — | $50,000 | $21,519 | $151,765 | — | $107,475 | $1,663,670 | | Bill W. Wheat | — | $50,000 | $— | $215,203 | — | $— | $2,338,188 |

  109. Nonqualified Deferred Compensation

    | (1) Represents the amount of unfunded, unsecured liabilities credited by the Company on behalf of each participant in fiscal 2024 under the SERP 2. Such amount is also included in the “All Other Compensation” column of the “Summary Compensation Table” on page 41. |

  110. 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. |

  111. 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 41. The above-market portion of earnings for each of the above individuals for fiscal 2024 was: Mr. Auld: $177,167; Mr. Romanowski: $86,905; Mr. Murray: $73,338; and Mr. Wheat: $103,994. |

  112. 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.

  113. 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. The amounts in the table assume a termination date of September 30, 2024, the last day of our fiscal year, and, if applicable, are based on the closing price of our common stock of $190.77 on September 30, 2024. Because only Mr. Auld has reached the normal retirement age (65 years old) before September 30, 2024, we have included amounts payable upon retirement for him. 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, 2024 are set forth and explained in the “Nonqualified Deferred Compensation” table on page 45. The table reflects compensation that would have been paid based on the listed events if such events had occurred on September 30, 2024.

  114. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  115. 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 ($) | Change in Control ($) | | David V. Auld | PTI Bonus (Cash and Stock)(1) | 3,508,639 | 3,508,639 | 3,508,639 | — | 3,508,639 | 3,508,639 | | | 2025 PSUs(2) | 25,435,936 | 25,435,936 | 25,435,936 | — | 25,435,936 | 25,435,936 | | | 2026 PSUs(3) | 3,532,870 | 3,532,870 | 3,532,870 | — | 3,532,870 | 3,532,870 | | | RSUs(4) | — | 8,847,340 | — | — | 8,847,340 | — | | | Payments of SERP 2 Contributions | 3,968,232 | 3,968,232 | 3,968,232 | — | 3,968,232 | 3,968,232 | | | Total | 36,445,677 | 45,293,017 | 36,445,677 | — | 45,293,017 | 36,445,677 | | Paul J. Romanowski | PTI Bonus (Cash and Stock)(1) | 5,262,959 | — | 5,262,959 | — | 5,262,959 | 5,262,959 | | | 2025 PSUs(2) | 9,538,500 | — | 9,538,500 | — | 9,538,500 | 9,538,500 | | | 2026 PSUs(3) | 5,908,338 | — | 5,908,338 | — | 5,908,338 | 5,908,338 | | | RSUs(4) | — | — | — | — | 7,386,996 | — | | | Payments of SERP 2 Contributions | 1,982,186 | — | 1,982,186 | — | 1,982,186 | 1,982,186 | | | Total | 22,691,983 | — | 22,691,983 | — | 30,078,979 | 22,691,983 | | Michael J. Murray | PTI Bonus (Cash and Stock)(1) | 4,385,799 | — | 4,385,799 | — | 4,385,799 | 4,385,799 | | | 2025 PSUs(2) | 9,538,500 | — | 9,538,500 | — | 9,538,500 | 9,538,500 | | | 2026 PSUs(3) | 4,690,080 | — | 4,690,080 | — | 4,690,080 | 4,690,080 | | | RSUs(4) | — | — | — | — | 7,787,422 | — | | | Payments of SERP 2 Contributions | 1,663,670 | — | 1,663,670 | — | 1,663,670 | 1,663,670 | | | Total | 20,278,049 | — | 20,278,049 | — | 28,065,471 | 20,278,049 | | Bill W. Wheat | PTI Bonus (Cash and Stock)(1) | 3,508,639 | — | 3,508,639 | — | 3,508,639 | 3,508,639 | | | 2025 PSUs(2) | 6,358,936 | — | 6,358,936 | — | 6,358,936 | 6,358,936 | | | 2026 PSUs(3) | 3,532,870 | — | 3,532,870 | — | 3,532,870 | 3,532,870 | | | RSUs(4) | — | — | — | — | 6,253,059 | — | | | Payments of SERP 2 Contributions | 2,338,188 | — | 2,338,188 | — | 2,338,188 | 2,338,188 | | | Total | 15,738,633 | — | 15,738,633 | — | 21,991,692 | 15,738,633 |

  116. 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, 2024, and is included in the “Non-Equity Incentive Plan Compensation” and “Stock Awards” columns in the “Summary Compensation Table” on page 41. These amounts have been earned and paid as discussed on page 32. |

  117. Potential Payments Upon Termination or Change in Control

    | (2) Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded a target number of 200,000, 75,000, 75,000 and 50,000 2025 PSUs, respectively, for the performance period of October 1, 2022 through September 30, 2025. Pro-rata vesting based on actual performance after completion of the performance period may occur (pro-rated based on the number of months served from October 1, 2022) in the event of voluntary termination, normal retirement, without cause termination, death or disability. Upon a change in control, the Compensation Committee may accelerate vesting of part or all of the 2025 PSUs. With respect to amounts presented above for an event of voluntary termination, normal retirement, without cause termination, death, disability or a change in control, the 2025 PSUs are valued at $190.77 per unit, the closing price of our stock on September 30, 2024. 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, 2024. |

  118. Potential Payments Upon Termination or Change in Control

    | (3) Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat were awarded a target number of 55,556, 92,912, 73,755 and 55,556 2026 PSUs, respectively, for the performance period of October 1, 2023 through September 30, 2026. Pro-rata vesting based on actual performance after completion of the performance period may occur (pro-rated based on the number of months served from October 1, 2023) in the event of voluntary termination, normal retirement, without cause termination, death or disability. Upon a change in control, the Compensation Committee may accelerate vesting of part or all of the 2026 PSUs. With respect to amounts presented above for an event of voluntary termination, normal retirement, without cause termination, death, disability or a change in control, the 2026 PSUs are valued at $190.77 per unit, the closing price of our stock on September 30, 2024. 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, 2024. The 2026 PSUs are discussed in more detail under the heading “2024 Fiscal Year – Award of 2026 PSUs – Potential Vesting at September 30, 2026” on page 33. |

  119. Potential Payments Upon Termination or Change in Control

    | (4) For Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat, the RSU amounts represent each officer’s unvested portion of RSUs, as shown in the “Number of Shares or Units of Stock That Have Not Vested” column of the “Outstanding Equity Awards at Fiscal Year-End” table on page 43, valued at $190.77 per unit, the closing price of our stock on September 30, 2024 . 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, 2024. All of our NEOs’ outstanding RSUs require a double trigger event (i.e., a qualifying termination after a change in control) to accelerate vesting. Additional information on the RSUs granted in fiscal 2024 is set forth in footnote 3 to the “Grants of Plan-Based Awards” table on page 42. |

  120. Potential Payments Upon Termination or Change in Control

    | (5) Because only Mr. Auld has reached the normal retirement age (65 years old) under our applicable plans on September 30, 2024, we have included amounts under the “Normal Retirement” column for him. |

  121. 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. Romanowski, who was our President and Chief Executive Officer for fiscal 2024. To identify the median compensated employee, we used the following methodology:

  122. Potential Payments Upon Termination or Change in Control

    | • | We used September 30, 2024 as the date to determine the median employee. At that date, we had approximately 14,655 employees consisting of full-time, part-time and temporary employees. Other than Mr. Romanowski, all employees as of such date were included in our population. |

  123. 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 2024. 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. |

  124. 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 41. 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. Romanowski to better reflect our employee compensation practices. For the fiscal year ended September 30, 2024:

  125. Potential Payments Upon Termination or Change in Control

    | • | The total compensation of our median employee was $125,961. |

  126. Potential Payments Upon Termination or Change in Control

    | • | The total compensation of Mr. Romanowski was $25,178,527. |

  127. Potential Payments Upon Termination or Change in Control

    Accordingly, for fiscal 2024, the ratio of the total compensation of Mr. Romanowski to the total compensation of the median of all employees (excluding Mr. Romanowski), was 200 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 current President and Chief Executive Officer, Paul Romanowski, and our former President and Chief Executive Officer, David Auld, and the average compensation of our other named executive officers (“NEOs”) for the years listed, as well as certain financial performance measures of the Company for the four most recently completed fiscal years. Mr. Romanowski was our principal executive officer (“PEO”) in fiscal 2024 and Mr. Auld was our PEO in fiscal 2023, 2022 and 2021.

  128. Potential Payments Upon Termination or Change in Control

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (7) (in millions) | Pre-Tax Income (8) (in millions) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | 2024 | $25,146,069 | $40,606,598 | $18,201,439 | $36,962,537 | $262.12 | $256.82 | $4,806.0 | $6,284.7 | | 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 |

  129. Potential Payments Upon Termination or Change in Control

    | (1) Mr. Romanowski was our President and CEO in fiscal 2024 and Mr. Auld was our President and CEO in fiscal 2023, 2022 and 2021. The dollar amounts in this column are the amounts reported for Mr. Romanowski and Mr. Auld, respectively, for each of the corresponding fiscal years in the “Total” column in the Summary Compensation Table on page 41. |

  130. Potential Payments Upon Termination or Change in Control

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the total compensation actually realized or received by our PEO. In accordance with these rules, these amounts reflect the “Total” as set forth in the “ Summary Compensation Table ” for each fiscal year, adjusted as shown below. 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. |

  131. Potential Payments Upon Termination or Change in Control

    | Compensation Actually Paid to PEO | 2024 | | Summary Compensation Table (SCT) total compensation | $25,146,069 | | Less: value of stock awards reported in SCT for the fiscal year | (19,565,399) | | Plus: year-end fair value of outstanding and unvested stock awards granted in the fiscal year | 18,983,650 | | Plus: fair value as of the vesting date of stock awards granted and vested in the fiscal year | 4,713,595 | | 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 | 6,778,704 | | 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 | 4,549,979 | | Less: prior year-end fair value of any stock awards forfeited during the fiscal year | — | | Compensation actually paid to PEO | $40,606,598 |

  132. 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 the PEO) (Non-PEO NEOs) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The Non-PEO NEOs for the fiscal years presented were as follows: |

  133. Potential Payments Upon Termination or Change in Control

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

  134. 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. |

  135. Potential Payments Upon Termination or Change in Control

    | Average Compensation Actually Paid to Non-PEO NEOs | 2024 | | Average Summary Compensation Table (SCT) total compensation | $18,201,439 | | Less: average value of stock awards reported in SCT for the fiscal year | (14,045,342) | | Plus: average year-end fair value of outstanding and unvested stock awards granted in the fiscal year | 13,863,203 | | Plus: average fair value as of the vesting date of stock awards granted and vested in the fiscal year | 3,476,776 | | 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 | 8,611,008 | | 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 | 6,855,453 | | Less: prior year-end fair value of any stock awards forfeited during the fiscal year | — | | Average compensation actually paid to Non-PEO NEOs | $36,962,537 |

  136. 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. |

  137. 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 2024 fiscal year. |

  138. 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. |

  139. 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. |

  140. 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.